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

The principal activity of the company continued to be that of an agent for the participants in the Gwynt y Mor Offshore Wind Farm, an unincorporated joint venture, which is situated off the coast of North Wales.

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

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

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

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

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

The company receives financial support from its participant companies under the Joint Operating Agreement. the company manages its cash requirements to ensure the company has sufficient liquid resources to meet its operating needs.

The company has no significant exposure to interest rate risk.

The majority of the company's transactions and balances are denominated in sterling, however a small amount of expenditure is in foreign currencies. This exposure is mitigated by the participant companies providing funding in the same currency.

The company has no significant exposure to credit risk.

The company has no significant exposure to price risk.

Current market and political risks

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

The company will continue to participate in the operation of the Gwynt y Mor wind farm for the foreseeable future.

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

Directors Confirmations

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

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

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

The directors believe that preparing the financial statements on the going concern basis is appropriate given the company's purpose, its funding structure, and the continued financial support of its participant companies. The company acts as an agent for its participant companies as part of an Unincorporated Joint Venture (UJV). The company, together with its parent companies, operates the wind farm, working together under a Joint Operating Agreement (JOA) and contracts with suppliers severally with the approval of the participant companies. Under both the JOA and the shareholders agreement, the shareholders commit to funding the company, which in turn makes payment to suppliers on behalf of shareholders to service the ongoing operational expenses of the wind farm. Even though the company is in a net liability position, the cash flows of the participant companies have been considered by the directors and judged to be sufficient to support the recharges and to allow the company to pay its debts as they fall due for at least twelve months from the date of signing these financial statements.

The company acts as an agent for the participant companies. All income and expenditure incurred by the company are allocated across the participant companies in their respective percentage ownership proportions. The resulting effect in the income statement is no profit or loss.

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

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and 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), including FRS 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 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In our opinion the financial statements of Gwynt y Mor Offshore Wind Farm Limited (the ‘company’):

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

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

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

We have audited the financial statements which comprise:

• the statement of comprehensive income;

• the statement of financial position; and

• the related notes 1 to 11.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

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

• did not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included environmental regulations, health and safety regulations, and data protection regulations.

We discussed among the audit engagement team including relevant internal specialists such as IT and Analytics specialists, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

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

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

• enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance, reviewing internal audit

• reports and reviewing correspondence with HMRC and Ofgem.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors’ report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

We have nothing to report in respect of these matters.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

There were no items of comprehensive income.

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

In accordance with section 444 of the Companies Act 2006, all of the members of the company have consented to the preparation of abridged financial statements pursuant to paragraph 1A of Schedule 1 to the Small Companies and Groups (Accounts and Directors’ Report) Regulations (SI 2008/409)(b).

Gwynt y Mor Offshore Wind Farm Limited is a private company, limited by shares, incorporated in England and Wales. The registered office is Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, United Kingdom, SN5 6PB.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

The directors believe that preparing the financial statements on the going concern basis is appropriate given the company's purpose, its funding structure, and the continued financial support of its participant companies. The company acts as an agent for its participant companies as part of an Unincorporated Joint Venture (UJV). The company, together with its parent companies, operates the wind farm, working together under a Joint Operating Agreement (JOA) and contracts with suppliers severally with the approval of the participant companies. Under both the JOA and the shareholders agreement, the shareholders commit to funding the company, which in turn makes payment to suppliers on behalf of shareholders to service the ongoing operational expenses of the wind farm. Even though the company is in a net liability position, the cash flows of the participant companies have been considered by the directors and judged to be sufficient to support the recharges and to allow the company to pay its debts as they fall due for at least twelve months from the date of signing these financial statements.true

The company acts as an agent for the participant companies. All income and expenditure incurred by the company are allocated across the participant companies in their respective percentage ownership proportions. The resulting effect in the income statement is no profit or loss.

Income earned by the company in a principal capacity as an undisclosed agent is reported gross in the statement of comprehensive income. This is recharged to the participant companies in line with the shareholder agreement.

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

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

Income and expenses

As an agent for the participants in the Gwynt y Mor Offshore Wind Farm, the company incurs costs on behalf of the participant companies which are then recharged to the participant companies. Any income received by the company is deducted from these recharged costs. As a result, expenditures incurred and recharges to the participant companies are presented on a net basis in the statement of comprehensive income.

Income earned by the company in a principal capacity as an undisclosed agent is reported gross in the statement of comprehensive income. This is recharged to the participant companies in line with the shareholder agreement.

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. There are no estimates requiring further disclosure.

The fees payable to the company's auditor were £33k during the year (2024: £32k). These costs were recharged to the participant companies.

No other fees were paid to the auditor for non-audit services.

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

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

Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Amounts owed by other related parties are unsecured, interest free and repayable on demand.

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

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

Amounts owed to parent undertakings and other related parties are unsecured, interest free and repayable on demand.

The capital contribution consists of imputed interest on loans previously held with the participant companies that was converted to equity. The matching loans were settled on 2 June 2020.

Transactions with related parties are unsecured. Amounts outstanding at the year end are included within trade and other receivables and trade and other payables.

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

All related party transactions were incurred in the company's operations as agent for the participant companies.

Other related parties are other RWE owned entities that provide goods and services to the company.

The invoices the company paid as agent for the participant companies to other related parties are also included as recharged costs in the figures above.

Transactions with related parties are unsecured. Amounts outstanding at the year-end are included within receivables and payables.