Company registration number 14298501 (England and Wales)
THORPE MARSH NG LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
THORPE MARSH NG LIMITED
COMPANY INFORMATION
Directors
R Adams
S Murrells
Company number
14298501
Registered office
3rd Floor, St George's House
13-14 Ambrose Street
Cheltenham
GL50 3LG
Auditor
Arnold Hill & Co LLP
6th Floor Capital Tower
91 Waterloo Road
London
SE1 8RT
THORPE MARSH NG LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 14
THORPE MARSH NG LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The company is in a pre-trading phase of the development, and construction, of a grid connection for the generation and distribution of electricity and is funded through group support.

Results and dividends

The loss for the year amounted to £5,030 (2024: £4,100 loss). The directors do not recommend payment of any dividend for the year ended 31 December 2025 (2024: £nil).

Fair review of the business

The company has not yet started to trade and is currently in a development phase. The company has net liabilities at 31 December 2025 of £13,180 (2024: £8,150 net liabilities).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

R Adams
S Murrells
A Tahir
(Resigned 20 March 2026)

The directors have taken advantage of the small companies' exemption provided by section 414B of the Companies Act 2006 not to prepare a Strategic Report.

Qualifying third party indemnity provisions

As permitted by the Companies Act 2006, the ultimate parent of the company, has indemnified the directors of the company in respect of proceedings brought by third parties and qualifying third party indemnity insurance was in place throughout the year and up to the date of approval of the financial statements.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
S Murrells
Director
3 July 2026
THORPE MARSH NG LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

THORPE MARSH NG LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THORPE MARSH NG LIMITED
- 3 -
Opinion

We have audited the financial statements of Thorpe Marsh NG Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 31 December 2025 and of its loss 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 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 FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 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.

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' r eport 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.

THORPE MARSH NG LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THORPE MARSH NG LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport. 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, 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 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' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

THORPE MARSH NG LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THORPE MARSH NG LIMITED (CONTINUED)
- 5 -

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.

Dipesh Giri BSc (Hons) BFP ACA
Senior Statutory Auditor
For and on behalf of Arnold Hill & Co LLP
6 July 2026
Chartered Accountants
Statutory Auditor
6th Floor Capital Tower
91 Waterloo Road
London
SE1 8RT
THORPE MARSH NG LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
2025
2024
Notes
£
£
Turnover
-
-
Administrative expenses
(5,030)
(4,100)
Loss before taxation
(5,030)
(4,100)
Tax on loss
5
-
0
-
0
Loss for the financial year
(5,030)
(4,100)

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

The notes on pages 9 to 14 form part of these financial statements.

THORPE MARSH NG LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 7 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
6
204,665
198,665
Current assets
Debtors
7
305,087
305,906
Creditors: amounts falling due within one year
8
(522,932)
(512,721)
Net current liabilities
(217,845)
(206,815)
Net liabilities
(13,180)
(8,150)
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
(13,280)
(8,250)
Total equity
(13,180)
(8,150)

The notes on pages 9 to 14 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 3 July 2026 and are signed on its behalf by:
S Murrells
Director
Company registration number 14298501 (England and Wales)
THORPE MARSH NG LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
100
(4,150)
(4,050)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(4,100)
(4,100)
Balance at 31 December 2024
100
(8,250)
(8,150)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(5,030)
(5,030)
Balance at 31 December 2025
100
(13,280)
(13,180)

The notes on pages 9 to 14 form part of these financial statements.

THORPE MARSH NG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
1
Accounting policies
Company information

Thorpe Marsh NG Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, St George's House, 13-14 Ambrose Street, Cheltenham, GL50 3LG.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Innova Renewables Limited. These consolidated financial statements are available from its registered office, 3rd Floor, St George's House, 13-14 Ambrose Street, Cheltenham, GL50 3LG.

1.2
Going concern

The going concern assessment is dependent on funding support from the wider group and the intermediate and ultimate parent companies (Innova Renewables Limited and Innova Capital Limited) and for these companies to not seek repayment of the amounts due from the company, or its immediate parent, for a period of at least 12 months from the date of signing these financial statements. Innova Renewables Limited and Innova Capital Limited have confirmed their intention to continue to make available such funds available as are needed by the company and that they do not intend to seek repayment of the amounts due during the going concern assessment period.true

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

1.3
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

THORPE MARSH NG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 10 -

Assets under construction

Costs related to projects under construction are capitalised where, in the opinion of the directors, the related project is highly likely to be successfully constructed and the economic benefits arising from future operations will at least equal the amount of capitalised expenditure incurred to date and the cost can be measured reliably. Subsequently they are measured at cost as property, plant and equipment.

The company is not currently charging any depreciation on its projects under construction as the projects are not yet operational and the economic benefit of the assets have not started to flow into the business.

Once a project is completed and becomes operational, it will be depreciated over its useful economic life, which the company currently estimates to be 40 years. The useful life is based on industry standards and research which indicates that solar farms have a life of 25-40 years.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

THORPE MARSH NG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2
Judgements and key sources of estimation uncertainty

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The directors do not consider there to be any material critical judgements.

Key sources of estimation uncertainty

The directors do not consider there to be any material key sources of estimation uncertainty.

3
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
4,400
3,500
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
-
0
-
0

The company does not have any employees.

THORPE MARSH NG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
5
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(5,030)
(4,100)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2024: 19.00%)
(956)
(779)
Unutilised tax losses carried forward
956
779
Taxation charge for the year
-
-

Total carried forward losses for tax purposes at the end of the year w ere £13,2 8 0 (202 4: £8,2 50).

The parent company undertaking's smallest group for which group accounts are prepared is Innova Renewables Limited, which applies the small profit rate for corporation tax at 19%.

6
Tangible fixed assets
Assets under construction
£
Cost
At 1 January 2025
198,665
Additions
6,000
At 31 December 2025
204,665
Depreciation and impairment
At 1 January 2025 and 31 December 2025
-
0
Carrying amount
At 31 December 2025
204,665
At 31 December 2024
198,665
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
305,087
305,906
THORPE MARSH NG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
8
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to related parties
518,582
401,036
Accruals and deferred income
4,350
111,685
522,932
512,721
9
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
10,000
10,000
100
100

The company has one class of ordinary shares that hold full rights regarding voting, payment of dividends and distributions.

10
Capital commitments

Amounts contracted for but not provided in the financial statements:

2025
2024
£
£
Acquisition of tangible fixed assets
5,383,445
5,383,445
11
Related party transactions
Transactions with related parties

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

Loans
2025
2024
£
£
Entities with control, joint control or significant influence over the company
117,546
228,659
2025
2024
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
518,582
401,036

Transactions with related parties were conducted at market rate and are repayable on demand. The amounts outstanding at 31 December 2025 are unsecured and do not attract interest.

THORPE MARSH NG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
12
Ultimate controlling party

As at 31 December 2025 the company's parent is Innova Renewables NG Holdings Limited and its ultimate parent company is Innova Capital Limited, where the company's results are consolidated. The parent company undertaking's smallest group for which group accounts are prepared is Innova Renewables Limited. All entities were incorporated in England and Wales and have the same registered address of 3rd Floor, St George's House, 13-14 Ambrose Street, Cheltenham, GL50 3LG.

There is no ultimate controlling party as no one individual is considered to have a majority shareholding.

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