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Registered number: 12351343 GAHL FINCO LIMITED AUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
GAHL FINCO LIMITED COMPANY INFORMATION
Directors | Ms C Marlow
| Mr P A White
| Mr M Quatraro
| Ms A L Bath (resigned 31 December 2025)
| Ms L C Woodhead (appointed 31 December 2025)
Registered number | 12351343
Registered office | 24 Savile Row
| London
| United Kingdom
| W1S 2ES
Independent auditors | Wellden Turnbull Limited
| Chartered Accountants & Statutory Auditors
| Albany House
| Claremont Lane
| Esher
| Surrey
| KT10 9FQ
GAHL FINCO LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditors' Report | 6 - 9
Consolidated Statement of Income and Retained Earnings | 10
Consolidated Balance Sheet | 11
Company Balance Sheet | 12
Consolidated Statement of Cash Flows | 13
Notes to the Financial Statements | 14 - 29
GAHL FINCO LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The Directors present their Strategic Report for GAHL Finco Limited ("the Parent Company") and its subsidiaries (collectively "the Group") for the year ended 31 December 2025.
Business review
The Group's principal activity during the period under review was the operation of four wind farms. Key financial and other performance indicators during the year were as follows:
| 2025 | As restated 2024
| £000 | £000
Turnover | 31,092 | 31,135
Operating profit | 16,716 | 17,818
EBITDA | 21,660 | 22,760
Net liabilities | (18,273) | (29,413)
Turnover, operating profit and EBITDA have marginally decreased in the year due to a reduction in energy production and market electricity prices. Nonetheless, the Group has continued to generate sufficient cash to service its liabilities as they fall due in line with the underlying agreements in place.
Principal risks and uncertainties
In the ordinary course of business, the Group is exposed to and manages a variety of risks in relation to its activities. The management of risk is fundamental to the Group and is closely monitored by the Board of Directors who have responsibility for the overall system of internal control and for reviewing its effectiveness. The principal risks and uncertainties facing the Group are set out below.
Competitive risks
The Group is reliant on certain key suppliers for contracts which are subject to periodic competitive tender. Renewal of these contracts is not guaranteed and is based on financial and performance criteria.
Legislative risks
The operation of wind farms requires the Group to comply with regulatory standards. These standards are subject to continuous revision and any new directive may impose additional compliance costs on the Group which would require it to revise its business plan.
Technical risks
The Group is exposed to the technical challenges inherent in the operation of a wind farm which, if not carefully managed, could impact electricity generation. To mitigate this technical risk the Group has employed a team of experienced contractors to monitor wind farm performance and advise on appropriate levels of essential spares.
Revenue market risks
The Group is exposed to the unpredictable nature of wind and changing market prices which has a direct impact on the revenue generated from electricity production and hence profitability. These risks are managed by regularly updating revenue forecast with market price and wind generation projections prepared by reputable consulting companies. The forecasts are also adjusted to reflect the terms of the underlying power purchase agreements. Page 1
GAHL FINCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This report was approved by the board and signed on its behalf.
Ms L C Woodhead Director
Date: 1 July 2026
Page 2
GAHL FINCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £11,140,000 (2024 as restated - £14,648,000). No dividends were declared or paid in the current and prior year.
Directors
The Directors who served during the year were:
Ms C Marlow
Mr P A White
Mr M Quatraro
Ms A L Bath (resigned 31 December 2025)
Ms L C Woodhead (appointed 31 December 2025)
Future developments
Management will continue to introduce improvements to electricity generation to ensure the continued profitability of the Group in the long term subject to wind performance, volatility in market energy prices and changes to working capital requirements. Page 3
GAHL FINCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial instruments
The Group has established a risk and financial management framework to protect the Group from events that hinder the achievement of the Group's performance objectives. The objective is to limit undue counterparty exposure, ensure sufficient working capital exists and monitor the management of risk at a business unit level. Steps taken by management to achieve this include reviewing asset performance against forecasts to ensure cash flow generation is in line with expectations; monitoring day to day operations to ensure cash inflows are sufficient to cover expected cash outflows; and reviewing financial information on a monthly basis to ensure appropriate financing is in place and available to be deployed as and when required. The Group's financial instruments are set out in note 17. The principal risks the Group is exposed to in relation to its financial instruments are set out below. Credit risk Credit risk refers to the risk of a loss arising following a customer failing to meet their contractual obligations. The Group manages credit risk by monitoring outstanding amounts due in the context of agreed credit terms. Interest rate risk Interest risk is the risk of fluctuation in the prevailing levels of market rates of interest on the Group's financial position and cash flows. The Group's activities expose it to financial risks and changes in interest rates. The Company uses derivative financial instruments (interest rate swaps) to manage its exposure to interest rate movements on its bank borrowings to finance the operation of its wind farm projects. The Group does not use these derivative financial instruments for speculative purposes. Liquidity risk Liquidity risk is the risk that the Group will fail to meet its financial obligations in a timely and cost effective manner due to mismatches in the maturity profile of assets and liabilities. The Group’s liquidity risk is principally managed using third-party borrowings and and inter-Group loans. Cash flows generated from operations are used to finance these facilities per the contractual provisions in place.
Qualifying third party indemnity provisions
The Directors of the Group are covered by an insurance policy which insures against Directors and Officers claims.
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end. Page 4
GAHL FINCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditors
The auditors, Wellden Turnbull Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Ms L C Woodhead Director
Date: 1 July 2026
Page 5
GAHL FINCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GAHL FINCO LIMITED
Opinion
We have audited the financial statements of GAHL Finco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows and the related notes, 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 Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Directors' 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 Group's or the parent 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.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. Page 6
GAHL FINCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GAHL FINCO LIMITED (CONTINUED)
Opinion on other matters 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the 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 the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company 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 Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 7
GAHL FINCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GAHL FINCO LIMITED (CONTINUED)
Auditors' 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 Auditors' 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 Group 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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Group and Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Group and Company’s operations and reputation. The Companies Act 2006, the Renewables Obligation Order 2015 and UK corporation tax are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙Assessing the susceptibility of the Company’s financial statements to material misstatements by obtaining an understanding of how fraud might occur; ∙Enquiring of management and those charged with governance as to actual and potential litigation and claims; ∙Identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, by identifying the laws and regulations applicable to the Company through discussions with management to ensure that no breaches have incurred that would have a reputational, operational or financial impact on the Company; ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and performing analytical procedures to identify any significant unusual or unexpected transactions or relationships; ∙Reviewing and challenging assumptions and judgements in respect of the valuation of loan balances; ∙Performing audit work over the risk of timing and recognition of income, including analytical procedures to ensure completeness and substantive procedures to ensure accuracy and occurrence, based on the requirements of accounting standards; ∙Reviewing and challenging assumptions and judgement made by management in their accounting estimates for bias; and ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. Page 8
GAHL FINCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GAHL FINCO LIMITED (CONTINUED) 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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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 Auditors' 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. Mark Nelligan FCA (Senior Statutory Auditor) for and on behalf of Wellden Turnbull Limited Chartered Accountants Statutory Auditors Albany House Claremont Lane Esher Surrey KT10 9FQ 1 July 2026 Page 9
GAHL FINCO LIMITED CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2025
|  | As restated
| 2025 | 2024
Note | £000 | £000
Turnover | 4 | 31,092 | 31,135
Cost of sales |  | (12,240) | (12,570)
Gross profit |  | 18,852 | 18,565
Administrative expenses |  | (1,439) | (402)
Fair value movement of derivative financial instruments | 13 | (697) | (345)
Operating profit | 5 | 16,716 | 17,818
Interest receivable and similar income | 8 | 585 | 1,153
Interest payable and similar expenses | 9 | (3,015) | (4,650)
Profit before tax |  | 14,286 | 14,321
Tax on profit | 10 | (3,146) | 327
Profit after tax |  | 11,140 | 14,648
Retained earnings |  |  |
- as previously stated |  | 116,739 | 101,804
- correction of a prior period error |  | (287) | -
At the beginning of the year as restated |  | 116,452 | 101,804
Profit for the year attributable to the owners of the parent |  | 11,140 | 14,648
Retained earnings at the end of the year |  | 127,592 | 116,452
There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of income and retained earnings.
The notes on pages 14 to 29 form part of these financial statements.
Page 10
GAHL FINCO LIMITED REGISTERED NUMBER: 12351343 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 11,311 |  | 16,254
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 13 | 372 |  | 1,070 |
Debtors: amounts falling due within one year | 13 | 9,040 |  | 12,027 |
Cash at bank and in hand | 14 | 5,391 |  | 11,696 |
|  | 14,803 |  | 24,793 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 15 | (12,544) |  | (12,553) |
Net current assets |  |  | 2,259 |  | 12,240
Total assets less current liabilities |  |  | 13,570 |  | 28,494
Creditors: amounts falling due after more than one year | 16 |  | (30,560) |  | (55,652)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 18 | (1,283) |  | (2,255) |
|  |  | (1,283) |  | (2,255)
Net liabilities |  |  | (18,273) |  | (29,413)
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | - |  | -
Merger reserve | 20 |  | (145,865) |  | (145,865)
Profit and loss account | 20 |  | 127,592 |  | 116,452
Equity attributable to owners of the parent Company |  |  | (18,273) |  | (29,413)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ms L C Woodhead
Director
Date: 1 July 2026
The notes on pages 14 to 29 form part of these financial statements. Page 11
GAHL FINCO LIMITED REGISTERED NUMBER: 12351343 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Investments | 12 |  | 146,113 |  | 146,113
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 13 | 372 |  | 1,070 |
Debtors: amounts falling due within one year | 13 | 53 |  | 53 |
Cash at bank and in hand | 14 | 731 |  | 746 |
|  | 1,156 |  | 1,869 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 15 | (11,615) |  | (11,106) |
Net current liabilities |  |  | (10,459) |  | (9,237)
Total assets less current liabilities |  |  | 135,654 |  | 136,876
Creditors: amounts falling due after more than one year | 16 |  | (30,560) |  | (55,652)
Net assets |  |  | 105,094 |  | 81,224
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | - |  | -
Profit and loss account brought forward |  | 81,225 |  | 64,191 |
Profit for the year |  | 23,869 |  | 17,033 |
Profit and loss account carried forward |  |  | 105,094 |  | 81,224
|  |  | 105,094 |  | 81,224
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ms L C Woodhead
Director
Date: 1 July 2026
The notes on pages 14 to 29 form part of these financial statements. Page 12
GAHL FINCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | As restated
|  |  | 2025 | 2024
|  |  | £000 | £000
Cash flows from operating activities |  |
Profit for the financial year | 11,140 | 14,648
Adjustments for: |  |
Depreciation of tangible assets | 4,944 | 4,942
Interest paid | 3,015 | 4,650
Interest received | (585) | (1,153)
Taxation charge | 3,146 | (327)
Decrease/(increase) in debtors | 1,475 | (236)
(Decrease)/increase in creditors | (519) | 202
Fair value movement on financial instruments | 697 | 345
Corporation tax paid | (4,628) | (2,560)
Corporation tax refund | 2,021 | 2,667
Net cash generated from operating activities | 20,706 | 23,178
Cash flows from investing activities |  |
Interest received | 585 | 1,059
Net cash from investing activities | 585 | 1,059
Cash flows from financing activities |  |
Repayment of bank loans | (10,685) | (9,939)
Repayment of shareholder loans | (15,000) | (9,550)
Interest paid | (1,911) | (2,883)
Net cash used in financing activities | (27,596) | (22,372)
Net (decrease)/increase in cash and cash equivalents | (6,305) | 1,865
Cash and cash equivalents at beginning of year | 11,696 | 9,831
Cash and cash equivalents at the end of year | 5,391 | 11,696
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 5,391 | 11,696
| 5,391 | 11,696
Page 13
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
GAHL Finco Limited is a private company, limited by shares and incorporated in England and Wales, registration number 12351343. The registered office address is 24 Savile Row, London, United Kingdom, W1S 2ES. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The financial statements are presented in sterling, which is the functional currency of the Group, and rounded to the nearest £'000 unless otherwise stated. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Compliance with accounting standards
The financial statements have been prepared using FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland. There were no material departures from that standard.
| 2.3 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the merger accounting method, given the Company's subsidiary undertakings were acquired from fellow group undertakings. On acquisition, the Directors opted to use the carrying values in the acquired subsidiaries own financial statements rather than any carrying values in the consolidated financial statements of the fellow parent undertakings from which these subsidiaries were acquired. The resultant difference between the cost of acquiring these subsidiaries and the share capital of these subsidiaries has been recognised as a debit reserve within equity. Page 14
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The Group was profit making in the year but was in a net liability position at the year end. The Company was profit making in the year and in a net asset position at the year end. The financial statements have been prepared on a going concern basis which means that the Company and Group can be expected to meet its liabilities as they fall due for a period of 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation the Directors have taken into account the key risks of the business as well as the Company and Group’s business model and the availability of cash resources. In preparing this assessment the Directors cite the ability of the Company and Group to generate sufficient cash to meet its liabilities as they fall due. Further, the Directors cite the ongoing support of fellow group companies and the Company’s parent to not call its debt to the detriment of the Company and Group. On this basis the Directors consider it is appropriate to prepare the financial statements on going concern basis.
| 2.5 | Revenue
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
| 2.6 | Operating leases: the Group as lessee
The fixed element of rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 15
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. 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. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method and reducing balance methods as set out below. The estimated useful lives range as follows:
|  |  |  | Freehold property | - |  | Not depreciated
|  |  |  | Short-term leasehold property | - | 21 | years on a straight line basis
|  |  |  | Wind turbines | - | 20 | years on a straight line and reducing line basis
|  |  |  | Plant and machinery | - | 5 | years on a straight line basis
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 16
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are 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. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.15 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation. Increases in provisions are generally charged as an expense to profit or loss.
| 2.17 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Page 17
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Page 18
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. The following are the Group's key sources of estimation uncertainty: Decommissioning liabilities Provision has not been recognised in respect of wind farm site restoration costs on the basis that the Directors have determined the likelihood of a liability arising is remote based on the assumption that the scrap value of the turbine will be sufficient to cover any decommissioning costs and that there is also the potential that the wind farm will be re-energised and the related site lease renewed. If circumstances indicate otherwise, the Group will recognise an appropriate provision. Bank loans As set out in note 16, the Group's bank borrowings attract interest at a variable rate based on SONIA, the risk free rate administered by the Bank of England. Bank loans are held at amortised cost which requires the Directors to forecast the expected interest payable over the life of the loan and recognise, in the consolidated statement of income and retained earnings, interest annually at an effective rate. Each year end the Directors update their forecasts and recognise any difference between actual and forecast interest payable as an adjustment to the effective interest expense. Forecasts require an estimation as to future SONIA rates, based on current market data. Actual rates will vary from forecast over the loan lifetime, rendering the effective interest rate calculated an estimate subject to these variations. If interest payable over the life of the loan were to be considerably different to the Directors forecasts there could be a material impact on the carrying value of the bank loans and associated interest payable expense.
4. | Turnover
The whole of the turnover is attributable to the principal activity of the Group. Page 19
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Exchange differences | 5 | -
| Operating lease rentals | 558 | 547
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Audit of the consolidated and parent Company's financial statements | 15 | 12
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated financial statements of the parent company.
7. | Employees
| The Group and Company have no employees other than the Directors, who did not receive any remuneration (2024 - £NIL).
8. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other interest receivable | 585 | 1,153
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank interest payable | 1,489 | 2,382
| Other interest payable | 28 | 45
| Shareholder loan interest payable | 1,498 | 2,223
|  | 3,015 | 4,650
Page 20
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Current tax on profits for the year | 3,775 | 2,669
| Adjustments in respect of previous periods | 344 | (2,076)
|  | 4,119 | 593
| Deferred tax |  |
| Origination and reversal of timing differences | (973) | (920)
| Total deferred tax | (973) | (920)
| Taxation on profit/(loss) on ordinary activities | 3,146 | (327)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the effective rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit on ordinary activities before tax | 14,286 | 14,321
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 3,572 | 3,580
| Effects of: |  |
| Capital allowances for year in excess of depreciation | (973) | (920)
| Adjustments to tax charge in respect of prior periods | 344 | (2,076)
| Other timing differences leading to an increase (decrease) in taxation | 29 | -
| Fair value movements not taxable | 174 | 86
| Impact of prior year adjustment | - | 72
| Group relief | - | (1,069)
| Total tax charge for the year | 3,146 | (327)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 21
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Tangible fixed assets
| Group
|  | Freehold property | Short-term leasehold property | Plant and machinery | Wind turbines | Total
|  | £000 | £000 | £000 | £000 | £000
| Cost or valuation |  |  |  |  |
| At 1 January 2025 | 576 | 2,980 | 42 | 88,431 | 92,029
| At 31 December 2025 | 576 | 2,980 | 42 | 88,431 | 92,029
| Depreciation |  |  |  |  |
| At 1 January 2025 | - | 1,810 | 41 | 73,923 | 75,774
| Charge for the year on owned assets | - | 142 | - | 4,802 | 4,944
| At 31 December 2025 | - | 1,952 | 41 | 78,725 | 80,718
| Net book value |  |  |  |  |
| At 31 December 2025 | 576 | 1,028 | 1 | 9,706 | 11,311
| At 31 December 2024 | 576 | 1,170 | 1 | 14,508 | 16,255
| Freehold property comprises freehold land which is not depreciated. The third party borrowings of the Company are secured by a legal charge over all assets of the Group, present and future.
Page 22
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £000
| Cost or valuation |
| At 1 January 2025 | 146,113
| At 31 December 2025 | 146,113
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Burton Wold Wind Farm (Trading) Limited | 24 Savile Row, London, W1S 2ES | Ordinary | 100%
| Garves Wind Limited | 24 Savile Row, London, W1S 2ES | Ordinary | 100%
| Winscales Moor Windfarm Limited | 24 Savile Row, London, W1S 2ES | Ordinary | 100%
| Mantlin Limited | 42-46 Fountain Street, Belfast, BT1 5EF | Ordinary | 100%
Page 23
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Due after more than one year |  |  |  |
| Financial instruments (after 1 yr) | 372 | 1,070 | 372 | 1,070
| Derivative financial instruments The Company has entered into an interest rate swap to receive interest at SONIA + 0.28% and pay interest at a fixed rate of 2.31%. The swap is based on a reducing notional amount and matures in December 2028 on the same date as the bank loan. The instrument is used to hedge the Company's exposure to interest rate movements on the bank loan. The fair value of the interest rate swap at the year end date is an asset of £372,000 (2024: £1,070,000). During the year a fair value loss of £697,000 (2024: £345,000) was recognised in the statement of income and retained earnings.
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Due within one year |  |  |  |
| Trade debtors | 655 | 1,057 | - | -
| Other debtors | 615 | 2,325 | 50 | 50
| Prepayments and accrued income | 7,770 | 8,645 | 3 | 3
|  | 9,040 | 12,027 | 53 | 53
Page 24
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Cash at bank and in hand | 5,391 | 11,696 | 731 | 746
15. | Creditors: Amounts falling due within one year
|  | Group | Group As restated | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Bank loans | 11,597 | 11,086 | 11,597 | 11,086
| Trade creditors | 464 | 162 | - | -
| Other taxation and social security | 118 | 341 | - | -
| Accruals and deferred income | 365 | 964 | 18 | 20
|  | 12,544 | 12,553 | 11,615 | 11,106
| Refer to note 16 for details on the bank loan.
16. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Bank loans | 12,928 | 24,518 | 12,928 | 24,518
| Shareholder loans | 17,632 | 31,134 | 17,632 | 31,134
|  | 30,560 | 55,652 | 30,560 | 55,652
| Bank loans The bank loan is repayable in semi-annual instalments with final payments due December 2028. The loan attracts interest at 1.58% per annum over SONIA. The bank loan is secured over all of the assets of the Group, present and future. Shareholder loans Shareholder loans are unsecured, repayable on demand and attract interest at 7% per annum. Repayment of this loan is subordinated to the bank loan therefore the outstanding balance is classified as due greater than one year.
Page 25
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Financial instruments
|  | Group | Group As restated | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Financial assets |  |  |  |
| Financial assets measured at fair value through profit or loss | 372 | 1,070 | 372 | 1,070
| Financial assets that are debt instruments measured at amortised cost | 12,843 | 22,063 | 781 | 796
|  | 13,215 | 23,133 | 1,153 | 1,866
| Financial liabilities |  |  |  |
| Financial liabilities measured at amortised cost | (42,986) | (67,693) | (42,175) | (66,758)
| Financial assets measured at fair value through profit or loss comprise derivative financial instruments. Financial assets measured at amortised cost comprise cash at bank, trade and other debtors and accrued income.
| Financial liabilities measured at amortised cost comprise trade creditors, bank loans, shareholder loans and accruals.
18. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £000 | £000
| At beginning of year | (2,255) | (3,175)
| Charged to profit or loss | 972 | 920
| At end of year | (1,283) | (2,255)
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Accelerated capital allowances | (1,283) | (2,255)
Page 26
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary share of £1.00 | 1 | 1
20. | Reserves
Merger Reserve The merger reserve account represents the difference between the nominal value of shares issued by subsidiaries and the value of consideration paid by the parent company for those shares. Profit and loss account The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
21. | Analysis of net debt
|  | At 1 January 2025 | Cash flows | Changes in market value | Other non-cash changes | At 31 December 2025
|  | £000 | £000 | £000 | £000 | £000
| Cash at bank and in hand | 11,696 | (6,305) | - | - | 5,391
| Debt due after 1 year | (55,652) | 23,824 | - | 1,268 | (30,560)
| Debt due within 1 year | (11,086) | 1,861 | - | (2,372) | (11,597)
| Related derivatives | 1,070 | - | (698) | - | 372
|  | (53,972) | 19,380 | (698) | (1,104) | (36,394)
| Other non-cash changes comprise accrued interest, amortisation of capitalised loan fees and re-classification of debt payable between due within one year and due after one year per the repayment terms set out in the underlying finance agreements.
22. | Prior year adjustment
In the prior year an accrual of £287,000 was omitted from the consolidated financial statements. An adjustment has been recorded to the prior year Group financial statements to increase accruals and administrative expenses in respect of this. The impact on the prior year profit was a decrease of £287,000. Page 27
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Not later than 1 year | 283 | 283
| Later than 1 year and not later than 5 years | 1,092 | 1,151
| Later than 5 years | 403 | 626
|  | 1,778 | 2,060
| The amounts stated above represent the base charges payable under the Group's operating leases. Actual payments will be adjusted for inflation indexation in accordance with the terms of the lease and will therefore be greater than the amounts stated above.
24. | Financial commitments
| At 31 December 2025, the Group had entered into the following financial commitments. The commitments have been calculated based on the non-cancellable period set out in the underlying contracts. The amounts stated represent the base charges. Actual payments will be adjusted for inflation indexation and are therefore greater than the amounts stated below.
|  |  |  |  | 2025
|  |  |  |  | £000
| Management Service Agreement | 160
| Operations and Maintenance Agreement | 78
| Turbine Servicing Agreement | 932
| Other agreements | 115
|  | 1,285
25. | Related party transactions
| The Company is exempt under the terms of Financial Reporting Standard 102 (FRS102) Section 33 paragraph 1A, from disclosing related party transactions with other group companies, on the grounds that the Company is wholly owned within the Group.
Page 28
GAHL FINCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
26. | Controlling party
The Company's parent and ultimate controlling party is Gravis Asset Holdings Limited, a company incorporated in England and Wales. The smallest and largest group of undertakings into which the results of the Company are consolidated is headed by Gravis Asset Holdings Limited. The registered office address for Gravis Asset Holdings Limited is 24 Savile Row, London, W1S 2ES. The consolidated financial statements are available from the registered office address and Companies House.
Page 29