REGISTERED NUMBER: 15828083 (England and Wales)

Financial Statements for the Period 9 July 2024 to 30 November 2025

for

Energy Efficiency Midco Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

S P Edwards

Miss A L Fehily

A M Foran

S J Kelly

R C W Leung

C J Foran

REGISTERED OFFICE:

210 Price Street

Birkenhead

Merseyside

CH41 3PS

REGISTERED NUMBER:

15828083 (England and Wales)

AUDITORS:

Douglas Fairless Partnership

Chartered Certified Accountants

and Statutory Auditors

Seymour Chambers

92 London Road

Liverpool

Merseyside

L3 5NW

FIXED ASSETS

Investments

4

15,000

CURRENT ASSETS

Debtors

5

25,389,792

CREDITORS

Amounts falling due within one year

6

(1

)

NET CURRENT ASSETS

25,389,793

TOTAL ASSETS LESS CURRENT LIABILITIES

25,404,793

CREDITORS

Amounts falling due after more than one year

7

25,389,793

NET ASSETS

15,000

CAPITAL AND RESERVES

Called up share capital

2

Share premium

14,998

15,000

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 July 2026 and were signed on its behalf by:

R C W Leung - Director

1.	STATUTORY INFORMATION

Energy Efficiency Midco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of investment properties]. 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. The company has therefore taken advantage of exemptions from the following disclosure requirements:

· Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;

· Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

· Section 26 'Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

· Section 33 'Related Party Disclosures': Compensation for key management personnel.

Going Concern

At the time of signing these accounts, having considered the economic climate, the Directors expectations and intentions for the next 12 months, having reviewed cashflow forecasts for the next 12 months and a day and the availability of working capital, the Director's are of the opinion that the Company will remain viable for the foreseeable future and therefore these Financial Statements have been prepared on the Going Concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Energy Efficiency Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Energy Efficiency Topco Limited, 210 Price Street, Birkenhead, Merseyside, CH41 3PS.

Significant judgements and estimates

In the application of the company's accounting policies, the director is 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.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment. Investments are assessed for indicators of impairment at each balance sheet date. If there is evidence of impairment loss in recognised in profit and loss.

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 balance sheet 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 payments 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. Amounts 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.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

15,000

At 30 November 2025

15,000

NET BOOK VALUE

At 30 November 2025

15,000

5.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Amounts owed by group undertakings

25,389,792

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other creditors

(1

)

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Other creditors

25,389,793

8.	SECURED DEBTS

Ylc Holdco Limited, Chris Foran, Amie Fehily & Simon Kelly have a fixed charge over all intellectual property, properties, premises and fixtures on each of such properties, subsidiary shares, accounts, investments as listed in the instrument and a floating charge covering all the property or undertaking of the company. Soho Square Capital LLP as Security Trustee for the Finance Parties has, with the exception of any excluded property, all current and future freehold, leasehold or commonhold property and (to the extent that it is capable of being charged) intellectual property owned by the company, in each case as specified (and defined) in the debenture registered by this form MR01 ("the debenture") and a floating charge which covers all the property or undertaking of the company.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Gregory Newton FCCA (Senior Statutory Auditor)

for and on behalf of Douglas Fairless Partnership

10.	ULTIMATE PARENT COMPANY

The controlling party is Energy Efficiency Topco Limited.

The registered office of the parent is as follows.

210 Price Street

Birkenhead

Merseyside

United Kingdom

CH41 3PS