The directors present their Annual Report and the Audited Financial Statements for the year ended 31 December 2025.

The principal activity of the company continued to be that of the development of the Five Estuaries Offshore Wind Farm adjacent to the Galloper Offshore Wind Farm off the Suffolk coast.

As the wind farm is currently in development no revenue generating operations are currently taking place.

Future Developments

In the future the principal activities of the business will be the construction and operation of the Five Estuaries offshore wind farm adjacent to the Galloper Offshore Wind Farm off the Suffolk coast.

The results for the year are set out on page 8.

No ordinary dividends were paid during the year (2024: nil). The directors do not recommend payment of a final dividend.

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the date of approval of the financial statements.

The company maintains insurance policies on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the company.

The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company. The company's operations expose it to financial risks which are set out below.

The company manages its cash requirements in order to ensure the company has sufficient liquid resources to meet the operating needs of the business. The company requests cash funding from its shareholders in the form of share capital in accordance with commitments made under the Shareholders' Agreement.

The company is not currently exposed to interest rate risk.

The majority of the company's transactions and balances are currently denominated in sterling and there is negligible foreign currency risk. In the future where transactions are to be made in a foreign currency the company will actively seek to hedge its exposure against movements in exchange rates through the use of forward contracts.

The company has no significant exposure to credit risk.

The company currently has no significant exposure to price risk.

Significant economic uncertainty exists resulting from the ongoing conflict in the Middle East. Uncertainty concerning the export of oil, gas and other commodities from the Persian Gulf is expected to lead to a global increase in inflation. The directors anticipate that this will adversely affect the prices at which the company procures goods and services, including through index-linked contracts, and have factored this into the business plan and forecasts. Although it is not possible to anticipate the development of the conflict and its potential consequences, the company is not currently exposed to significant supply chain risks. The directors will continue to monitor developments and will carefully consider the risks and appropriate mitigation strategies when awarding future contracts.

The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Each of the persons who is a director at the date of approval of this report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware; and

• the director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

These financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the company will continue in existence for the foreseeable future. However, the directors are aware there is a material uncertainty related to going concern.

The material uncertainty arises from the dependency on the approval of the next round of equity funding by the shareholders. The directors believe that the company remains an attractive investment for shareholders based on the financial projections.

Under the shareholders’ agreement the company’s financial obligations are covered by equity funding. The current approved equity funding covered financial commitments until February 2026. The next budget and associated shareholder funding is expected to be approved in July 2026, meanwhile the company is currently operating under interim measures, with budget allocated to priority matters.

The company has not entered into any contracts that expose it to financial commitments in excess of its current committed and approved shareholder funding. Therefore, the directors remain positive about the future direction of the business and confident that the shareholders will approve the funding. However, they also recognise that these circumstances constitute a material uncertainty which may cast significant doubt over the company’s ability to continue as a going concern.

In the event that future funding is not approved, the company may be unable to realise its assets in full in the normal course of business, though the directors expect it to be able to discharge any remaining liabilities. The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern.

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 414B of the Companies Act 2006 in not preparing a Strategic report.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom adopted international accounting standards. The financial statements also comply with International Financial Reporting Standards (IFRSs) as issued by the IASB. 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 the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable IFRSs as adopted in the United Kingdom have been followed, subject to any material departures disclosed and explained in the financial statements;

• make judgements 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 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.

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.

In our opinion the financial statements of Five Estuaries Offshore Wind Farm Limited (the 'company'):

• give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB); and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

• the statement of comprehensive income;

• the statement of financial position;

• the statement of changes in equity;

• the statement of cash flows; and

• the related notes 1 to 17.

The financial reporting framework that has been applied in their preparation is applicable law, United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the IASB.

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.

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements, which indicates that the company’s current approved equity funding only covered financial commitments until February 2026. These events or conditions, along with the other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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 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.

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.

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.

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, Ofgem regulations and UK 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. These included environmental regulations, health and safety regulations and data protections regulations.

We discussed among the audit engagement team including relevant internal specialists such as IT, and Analytics specialists, 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 and in-house legal counsel 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, reviewing internal audit reports and reviewing correspondence with HMRC and Ofgem.

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 our audit:

• 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.

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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

There were no items of other comprehensive income.

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

Five Estuaries Offshore Wind Farm Limited is a private company, limited by shares, incorporated and domiciled in the United Kingdom. The registered office is Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, United Kingdom, SN5 6PB. The company's principal activities and nature of its operations are disclosed in the Directors' report.

The financial statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

These financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the company will continue in existence for the foreseeable future. However, the directors are aware there is a material uncertainty related to going concern.

The material uncertainty arises from the dependency on the approval of the next round of equity funding by the shareholders. The directors believe that the company remains an attractive investment for shareholders based on the financial projections.

Under the shareholders’ agreement the company’s financial obligations are covered by equity funding. The current approved equity funding covered financial commitments until February 2026. The next budget and associated shareholder funding is expected to be approved in July 2026, meanwhile the company is currently operating under interim measures, with budget allocated to priority matters.

The company has not entered into any contracts that expose it to financial commitments in excess of its current committed and approved shareholder funding. Therefore, the directors remain positive about the future direction of the business and confident that the shareholders will approve the funding. However, they also recognise that these circumstances constitute a material uncertainty which may cast significant doubt over the company’s ability to continue as a going concern.

In the event that future funding is not approved, the company may be unable to realise its assets in full in the normal course of business, though the directors expect it to be able to discharge any remaining liabilities. The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern.

Intangible assets relate to the rights, licences and development costs incurred prior to the construction of the Five Estuaries Offshore Wind Farm. Development expenditure is written off as incurred except where the directors are satisfied that the project under development has sufficient likelihood to generate future economic benefits. In such cases the identifiable expenditure is capitalised as an intangible asset until commencement of construction. Subsequent expenditure is then capitalised as tangible fixed assets. Provision is made for any impairment.

Amortisation

Development costs are amortised from the date a project becomes operational.

At each reporting end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. There was no impairment charge recognised in the current period.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For trade receivables and contract assets, the company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

The tax expense for the period comprises current and deferred tax. Tax is recognised through profit or loss, except to the extent that it relates to items recognised in other comprehensive income. In this case, the tax is also recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the laws enacted or substantively enacted at the balance sheet date in the countries where the company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balance on a net basis.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

The company has applied the following standards and amendments for the first time for their annual reporting period commencing 1 January 2025:

•    Lack of Exchangeability – Amendments to IAS 21.

The amendment listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been adopted early by the company. Other than IFRS 18, Presentation and Disclosure in Financial Statements, these standards are not expected to have a material impact on the entity in the current or future periods and on foreseeable future transactions.

In April 2024, the IASB published IFRS 18, Presentation and Disclosure in Financial Statements, which was endorsed by the UK Endorsement Board (UKEB) on 10 December 2025. It is applicable for fiscal years starting from 1 January 2027 and will replace IAS 1 (Presentation of Financial Statements). In general, the new regulations in IFRS 18 result in changes in the disclosures in the notes in relation to certain performance indicators which are published in the financial statements. The specific impacts of IFRS 18 on the company’s financial statements are currently being reviewed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

The cost of rights, licences and development cost incurred prior to construction are capitalised as intangible assets where the directors are satisfied that the project under development has sufficient likelihood to generate economic benefit. This assessment requires judgements to be made by the directors.

Significant investments are made in intangible assets. Intangible assets are not yet amortised so testing for impairment is required annually as per the accounting policy. The recoverable amount has been calculated based on fair value less cost of disposal. In determining fair value less cost of disposal, recent market transactions are taken into account. There were no impairments in the current period.

The company has no employees for the year under review (2024: none). Employees are employed by other related entities.

The directors do not receive any remuneration from the company in respect of their services to the company. Instead, they are employed and paid by other related entities. Due to the nature of the services provided and the number of entities to which it relates, it is not possible to meaningfully allocate the directors’ remuneration in respect of qualifying services to the company.

The charge for the year can be reconciled to the profit/(loss) per the statement of comprehensive income as follows:

Unprovided deferred tax

The company has yet to commence trading and therefore a deferred tax asset of £29k (2024: £25k) has not been recognised, comprising £29k (2024: £25k) in respect of pre-trading expenditure.

Pillar Two income taxes

The company has applied the temporary exception, introduced in May 2023, from the accounting requirements for deferred taxes in IAS 12, so that the company neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. The impact of Pillar Two legislation is not expected to be material.

Intangible assets relate to costs incurred as part of the development of the Five Estuaries offshore wind farm.

The directors consider that the carrying amount of other receivables is approximately equal to their fair value.

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Amounts payable to joint venture parties comprise amounts charged to the company under the Management Services Agreement with RWE Renewables UK Swindon Limited and are payable within 30 days from date of the invoice.

On 14 February 2025, 3,946,859 shares were issued for a nominal value of £1 each (2024: 20,652,386 shares were issued for a nominal value of £1 each).

During the year the company entered into the following transactions with related parties:

The company has no transactions with key management personnel. Directors’ costs are borne directly by the company’s shareholders.

The following amounts were outstanding at the reporting end date:

Transactions with related parties are unsecured. Amounts outstanding at the year-end are included within payables and will be settled in cash.

The company is owned and jointly controlled by four legal entities that are part of an incorporated joint venture, with the following holdings: