The directors present the Strategic report for the year ended 31 December 2025.

The company is owned by three shareholders, RWE Renewables UK Swindon Limited (50.1%), Greencoat UK Wind Holdco Limited (24.95%) and UK Green Investment Rhyl Flats Limited (24.95%).

The company's principal activity during the year was the operation of the Rhyl Flats offshore wind farm, a 90 MW capacity wind farm located in the Liverpool Bay.

Revenue has increased by 1.40% from prior year. This increase is due to higher power prices offset by significantly lower wind resource due to unfavourable wind conditions. The company generated 244.61 GWh of electricity in 2025 (2024: 263.33 GWh). Average power prices were £68.53 in 2025 (2024: £59.56).

Operating profit rose slightly in the year, as lower cost of sales and administrative expenses more than offset a reduction in other operating income, which was mainly driven by lower insurance receipts compared with the prior year. Net finance costs were higher year on year, resulting in a lower profit before tax. The tax charge slightly decreased in line with the lower profit before tax. Overall, profit for the year was slightly lower than in the previous year.

Net assets have reduced by 15% compared to the prior year primarily as a result of the year's depreciation charge reducing the value of property, plant and equipment and net current assets have increased by 12% year on year primarily as a result of both increased trade and other receivables and cash and cash equivalents.

The results for the year are presented on page 14 of the financial statements. The position of the company as at 31 December 2025 is provided on pages 15 - 16 of the financial statements.

Principal risks and uncertainties

The principal risks and uncertainties facing the company and how the company mitigates these risks are as follows:

Political and regulatory

Risks

• Adverse changes in the regulatory and political environment for renewables generators, particularly with regards to changes to subsidy mechanisms and windfall taxes.

Mitigation

• Political and regulatory risks are monitored by undertaking regular political and regulatory analysis and mitigated by ensuring regulatory compliance.

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.

Cyber security

Risks

• Cyber-attacks on energy generation critical infrastructure.

Mitigation

• The company maintains high standards of cyber-security and has established, formalised processes which prevent, deter and limit the impact from cyber-attacks. As part of the RWE group the company is overseen by the group’s information security office who organises regular, mandatory, training, for all colleagues. Key controls are also in place to prevent cyber security risks as far as possible.

Availability and price

Risks

• Average wind speeds falling significantly below expectations leading to a reduction in revenues and cash flow;

• A medium- to long-term reduction in electricity prices leading to reduced profitability;

• Occurrence of technical faults and physical degradation of the wind farm asset leading to reduced generation availability and increased rectification costs;

• Shortages of labour or materials, or difficulties within the supply chain leading to a lack of essential parts needed to maintain the wind farm;

• An increase in the price of materials, components and consumables needed to maintain the wind farm leading to a reduction in profitability; and

• Impacts of climate change adversely affecting the availability and operations of the wind farm, and/or reducing the useful economic life of the wind farm asset.

Mitigation

• The wind farm’s remaining economic life is 6 years, and therefore short-term fluctuations in generated volumes and electricity prices are expected to have little impact on its lifetime profitability. Long-term changes in wind speeds and long-term price forecasts are monitored regularly; and

• Availability risk is managed using availability incentives and by monitoring the operational efficiency and physical conditions of the wind farm, taking remedial action where required. The company and its service provider maintain relationships with multiple suppliers for turbine components in order to reduce key supplier risk.

There are no significant issues around cash flow, debt recovery, and overall profitability arising from the above mentioned risks and therefore it is appropriate to conclude these are not key risks to the company.

The directors actively monitor and manage the principal risks above and do not currently foresee a significant impact to the company’s cash flow or profitability as a result of these risks.

Statement by the directors of the company regarding their duty under s172(1) Companies Act 2006 to promote the success of the company.

The directors of Rhyl Flats Wind Farm Limited believe they have acted in the manner most likely to promote the success of the company for the benefit of its members as a whole having a regard to the matters set out in s172(1)(a-f) of the Act.

The following important matters have been directly addressed:

S172(1) a “Likely consequence of long term decisions”

The company generates profits through the operation and maintenance of an offshore wind farm. As described further in the review of the business below, the directors have continued with this business strategy by approving the operating budget for 2026 and for the following two years. In doing so, the directors have ensured the business can meet the company's cashflow requirements ensuring prompt supplier payments and other liabilities are met as they fall due.

The directors have approved dividends of £22,400k having taken into consideration the interest of the company's members as laid out in the shareholders' agreement, the future funding requirements of the business, and the latest forecast revenue and operating costs.

S172(1) b “Employee engagement”

Other than the directors, there are no employees of the company. However, the company carefully considers the health and welfare of onsite contractors with the regular Health and Safety report reviewed at all board meetings.

S172(1) c “Business relationships”

When dealing with suppliers, the company follows the code of conduct of its service provider, RWE Renewables UK Swindon Limited and expects business partners to accept the principles set out in that code. Private interests should remain separate to those of the company and no representative should solicit or accept monetary benefits from third parties.

The health and safety of contractors on the company's sites is vitally important. Contractors working on wind farm sites are therefore expected to sign up to and follow the service provider's HSE Requirements. The directors regularly reviews health and safety reporting during the company board meetings and takes action as required.

The company supports suppliers by paying promptly in line with the terms agreed between the parties.

The company strictly follows power purchase agreements for the sale of its electrical output as agreed with its customer, RWE Renewables UK Swindon Limited, and thereby maintains good business relations.

During the year, the company contributed £197k to local community funds. Community funds are set up to contribute to the area local to the company's renewable energy projects and take the form of an annual fund, which is available in each year of the operational lifetime of a project. The use of the community funds is dictated by the Denbighshire Coastal Partnership and Community and Voluntary Support Conway. Both organisations use the funds to support a wide range of projects such as building and maintaining community buildings, electric vehicles for community transport schemes, education and training to help people back into employment and to set up small businesses and social projects, for example friendship groups, bereavement counselling and projects that support the homeless.

The company is dedicated to generating electricity using sustainable energy resources. As part of this project, the company has worked with local authorities to ensure adequate and appropriate wildlife conservation steps are in place to promote and protect the local ecology.

The directors are aware of their social role and responsibility towards RWE Renewables UK Swindon Limited, business partners, shareholders and the wider stakeholder community. The company follows the RWE Code of Conduct, which provides clear principles on how the company conducts its business and social activities. The company is committed to conducting business with integrity, being respectful to others and the environment, and in compliance with the law.

The directors have implemented and follow a comprehensive shareholders' agreement that details how the company acts fairly in the interest of all its members. Investors are kept informed through regular management reporting and representation at board meetings as entitled under the shareholders' agreement.

In addition, there is a management services deed in place that dictates how the service provider, RWE Renewables UK Swindon Limited, provides services to the company. This agreement is strictly followed in order to avoid conflicts of interest.

On behalf of the board

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

The principal activity of the company is the generation of electricity and the provision of related operational management and maintenance activities at Rhyl Flats wind farm off the coast of Rhyl, North Wales.

The results for the year are set out on page 14.

Ordinary dividends were paid amounting to £22,400k (2024: £22,900k).

In January 2026, the directors proposed and paid ordinary dividends of £7,300k relating to the earnings of the

company during the year ending 31 December 2025 to distribute as a dividend to its shareholders.

In April 2026, the directors proposed and paid further ordinary dividends of £13,200k to its shareholders.

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

RWE AG, the ultimate parent company, has made qualifying third party indemnity provisions for the benefit of the company’s directors during the year. These provisions remain in force at the date of approval of the financial statements.

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

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

The company is a profitable and cash generating business. The timing of receipt of revenues for electricity generation is incorporated into the power purchase agreement with RWE Renewables UK Swindon Limited, a related party. Due to these factors the company is not subject to liquidity or cash flow risk.

The company’s activities expose it to interest rate risk. The company’s risk management programme seeks to minimise potential adverse effects on the company’s financial performance arising from the unpredictability of financial markets.

The company has no significant exposure to currency risk.

The company has no significant exposure to credit risk.

The company’s activities expose it to price risk arising from the sale of electricity and Renewable Obligations Certificates (ROCs). The directors monitor the effects of changes to electricity and ROC prices and consider that this risk is acceptable to the business at the individual entity level.

In January 2026, the directors proposed and paid ordinary dividends of £7,300k relating to the earnings of the

company during the year ending 31 December 2025 to distribute as a dividend to its shareholders.

In April 2026, the directors proposed and paid further ordinary dividends of £13,200k to its shareholders.

The wind farm is expected to continue generating electricity in 2026 and over the expected useful life of the wind farm assets.

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

The tables below show the company’s total UK greenhouse gas (GHG) emissions and energy consumption for the year ended 31 December 2025 in line with the UK Government Streamlined Energy and Carbon Reporting (SECR) requirements. The company produced a total of 836.46 tonnes of CO2 equivalent (tCO2e) in the year ended 31 December 2025 – a decrease of 31.4% tCO2e when compared to the baseline year, 2020.

Scope 3 emissions have not been reported.

Carbon intensity ratio

For the year ended 31 December 2025, the company reports a carbon intensity ratio of 3.41 gCO2e per kWh electricity generated – a decrease of 15.0% compared to the baseline year. This decrease is attributed to the shift to renewable energy for onshore asset and less usage of vessels in 2025.

Baseline year

The data for the year ended 31 December 2020 represents the company’s first disclosure under the SECR requirements and shall continue to be used as the baseline year to enable tracking of data trends and performance against targets against future reporting years.

Energy efficiency measures

The vessels the company utilises are leased, which reduces the scope for the company to make energy efficiency improvements. A hybrid vessel with battery capacity for auxiliary use was leased in 2025.

Targets

The data for the period 01 January 2020 to 31 December 2020 represents the company’s first disclosure under the SECR requirements and therefore targets for energy efficiency shall seek to reduce energy consumption against the 2020 baseline in subsequent reporting years.

Methodology

Method for data collection, calculations & data Sources

The company has collated its GHG emissions and energy consumption in line with the UK Government Department for Energy Security and Net Zero (DESNEZ) Environmental Reporting Guidelines and GHG Protocol. GHG emissions are classified in accordance with these standards.

Direct GHG emissions (scope 1) include GHG emissions from sources that are owned or controlled by the company.

Indirect GHG Emissions (scope 2) include GHG emissions from the generation of purchased electricity. Purchased heat and steam are not applicable to this company.

The DESNEZ ‘Greenhouse gas reporting: conversion factors 2025’ were used to convert data to tCO2e and kWh, as required. The most appropriate metric for calculation of the carbon intensity ratio, is the output from the company’s electricity generation activities (kWh). To calculate the energy intensity ratio (gCO2e/kWh), the company’s scope 1 and 2 GHG emissions have been divided by its electricity generation output for the year ended 31 December 2025.

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's Strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so in respect of engagement with suppliers, customers and others in a business relationship with the company.

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

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

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

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

The directors have fully considered the risks and uncertainties of the company's cash flow forecasts and projections.

The going concern basis is considered to be appropriate by the directors as the company is in a net current asset position and financial obligations are forecast to be covered by operational cash flows.

On this basis, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from date of signing. Thus, they continue to adopt the going concern basis in preparing the annual financial statements.

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 101 “Reduced Disclosure Framework”. 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 Rhyl Flats Wind Farm Limited (the ‘company’):

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

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting practice, including Financial Reporting Standards FRS 101 “Reduced Disclosure Framework”;

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

We have audited the financial statements which comprise:

• the statement of comprehensive income;

• the statement of financial position;

• the statement of changes in equity; and

• the related notes 1 to 24.

The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) including Financial Reporting Standard 101 "Reduced Disclosure Framework” (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 statement of directors’ responsibilities, 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 protections regulations.

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

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

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

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

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

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

• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC and Ofgem.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the 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 strategic report and the directors’ report have 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 strategic report or the directors’ report.

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

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

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

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

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

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.

The notes on pages 18-34 form part of these financial statements.

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

The financial statements have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101) and in accordance with the Companies Act 2006.

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.

As permitted by FRS 101, the company has taken advantage of the relevant disclosure exemptions from the list below that are available under that standard in relation to share based payments, financial instruments, capital management, presentation of a cash flow statement, presentation of comparative information in respect of certain assets, standards not yet effective, impairment of assets, business combinations, discontinued operations, related party transactions, revenue from contracts with customers and leases.

• the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share based Payment;

• the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64 (o)(ii), B64(p), B64(q)(ii), B66 and B67of IFRS 3 Business Combinations. Equivalent disclosures are included in the consolidated financial statements of RWE AG in which the entity is consolidated;

• the requirements of paragraph 33 (c) of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations;

• the requirements of IFRS 7 Financial Instruments: Disclosures;

• the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;

• the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers; and

• the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details of indebtedness required by paragraph 61(1) of Schedule 1 to the Regulations is presented separately for lease liabilities and other liabilities, and in total;

• the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and Equipment (iii) paragraph 118 (e) of IAS 38 Intangibles Assets and (iv) paragraphs 76 and 79(d) of IAS 40 Investment Property;

• the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A-D,111 and 134-136 of IAS 1 Presentation of Financial Statements;

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

• the requirements of paragraphs 88(c) and 88(d) of IAS 12 Income Taxes;

• the requirements of paragraph 17 of IAS 24 Related Party Disclosures;

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;

• the requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

Where required, equivalent disclosures are given in the group financial statements of RWE AG. The group financial statements of RWE AG are available to the public and can be obtained as set out in note 23.

The directors have fully considered the risks and uncertainties of the company's cash flow forecasts and projections.true

The going concern basis is considered to be appropriate by the directors as the company is in a net current asset position and financial obligations are forecast to be covered by operational cash flows.

On this basis, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from date of signing. Thus, they continue to adopt the going concern basis in preparing the annual financial statements.

Revenue recognised consists of revenue from contracts with customers recognised in line with IFRS 15.

Revenue from contracts with customers comprises the fair value of the consideration received or receivable in respect of the invoiced and accrued value of generated electricity, Renewable Obligations Certificates (ROCs) and Renewables Energy Guarantees of Origin (REGOs).

Revenue represents income from power purchase and ROC and REGO transfer agreements relating to the generation of electricity from wind farm sites. Revenue comprises the value of units of electricity, ROCs and REGOs supplied during the year and is recognised when the performance obligation has been satisfied, which is when the electricity is delivered to the customer. Units of electricity are determined by energy volumes recorded on the wind farm meters and market settlement systems. ROCs and REGOs granted to the company are recognised when eligible electricity is generated and is immediately transferable to the customer. Revenue is measured based on the consideration specified in a contract with a customer (transaction price) and excludes amounts collected on behalf of third parties, i.e. VAT. Variable consideration is recognised in revenue when it is highly probable that the revenue will not be reversed in subsequent periods. The consideration for the power is due when the actual power is delivered to the customer.

Where electricity, ROCs or REGOs are transferred to the customer before the customer pays consideration, or before payment is due, contract assets are recognised. Contract assets are included in the statement of financial position and represent the right to consideration for goods delivered.

Revenue is generated entirely within the United Kingdom from the principal activity of the company.

Other operating income

Other operating income comprises compensation related to goods and services provided by the company and income which is incidental to the company’s principal business activities.

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

Amortisation

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

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, on a straight line basis over their expected useful economic life as follows:

Asset class                            Amortisation rate                            

Operating licence and development costs                23 years

Property, plant and equipment is stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation of property, plant and equipment is provided on a straight line basis to write off the cost less the estimated residual value of the assets by equal instalments over their estimated useful economic life as follows:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of comprehensive income.

Right-of-use assets capitalised under the asset classifications above are depreciated at the shorter of the lease term or expected useful life of the underlying asset.

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

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

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

Inventories relate to spare parts to be used in the operation and maintenance of the wind farm. Inventories are stated at the lower of cost incurred in bringing each product to its present location and condition, or net realisable value.

Cost is calculated using the weighted average price method.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

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

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

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

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

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

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

For trade receivables and contract assets, the company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables – see note 13.

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

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

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

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

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

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

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

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

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

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

A provision is made for the decommissioning of Rhyl Flats Wind Farm Limited based on an assessment of the current cost of decommissioning. Decommissioning is expected to take place in 2032.

Provisions for decommissioning are recognised in full when the related facilities are constructed. A corresponding amount equivalent to the provision is also recognised as part of the cost of the related plant and equipment. The amount recognised is the estimated cost of decommissioning, discounted to its net present value, and is reassessed each year in accordance with local conditions and requirements. Changes in the estimated timing of decommissioning costs estimates are dealt with prospectively by recording an adjustment to the provision, and a corresponding adjustment to the wind farm cost. The unwinding of the discount on the decommissioning provision is included as a finance cost.

As lessee

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

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.

There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2025 that have had a material impact on the company’s financial statements.

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

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

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

Amounts used in recording a provision for decommissioning of wind farms are estimates based on current legal and constructive requirements. Due to changes in relation to these items, the future actual cash outflows in relation to decommissioning are likely to differ in practice. To reflect the effects due to changes in legislation, requirements and technology and price levels, the carrying amounts of decommissioning provisions are reviewed on a regular basis. The effects of changes in estimates do not give rise to prior year adjustments and are dealt with prospectively over the estimated remaining useful lives for each wind farm. While the company uses its best estimates and judgement, actual results could differ from these estimates. In estimating decommissioning provisions, the company applied an annual average inflation rate of 2.50% (2024: 2.75%) and an average annual discount rate of 4.50% (2024: 4.75%).

Sensitivity analysis:

An increase in the inflation rate of 25 basis points would lead to an increase in the decommissioning provision and wind farm cost of £604k (2024: £665k), and a decrease in the inflation rate of 25 basis points would lead to a decrease of £774k (2024: £652k).

An increase in the discount rate of 25 basis points would lead to a decrease in the decommissioning provision and wind farm cost of £574k (2024: £527k), and a decrease in the discount rate of 25 basis points would lead to an increase of £399k (2024: 538k).

An increase of 10.00% in the cost estimate for decommissioning would lead to an increase in the decommissioning provision and wind farm cost of £2,883k (2024: £2,847k), and a decrease of 10.00% would lead to a decrease of £3,067k (2024: £2,847k).

The company has accrued for Renewables Obligation Certificates ('ROC') recycle revenue in the year. There is a high degree of estimation involved when accruing for expected ROC recycle revenue. The key estimate surrounds the unit price, which isn’t known until after the compliance period. In order to determine the relevant revenue for each financial year, management use an estimate for ROC prices provided by an independent energy expert consulting company, which takes into account expected generation for the UK. If the ROC recycle unit price increased or decreased by £1 this would lead to an increase or decrease in revenue of £269k.

No 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 other related entities. Due to the nature of the services provided and the number of entities to which it relates, it is not possible to meaningfully allocate the directors’ remuneration in respect of qualifying services to the company.

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

Pillar Two income taxes

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

Group relief tax disclosures

The group includes a number of companies, including the parent company, which are part of a tax group for certain aspects of the tax legislation. One of these aspects relates to group relief whereby current tax liabilities can be offset by current losses arising in other companies within the same tax group.  Amounts payable for group relief are within the current tax disclosures.

The company's total current tax charge for the year is shown above and comprises £nil (2024: £146k) in relation to group relief payable.

£146k (2024: £242k) of the current tax liability, as shown on the statement of financial position represents amounts due to fellow group undertakings in relation to group relief.

Corporation tax recoverable of £748k (2024: nil) is shown within trade and other receivables (see note 13).

The intangible asset relates to development rights acquired for the wind farm at Rhyl Flats.

The remaining amortisation period of wind farm rights, licences and development costs is 7 years.

Property, plant and equipment includes right-of-use assets, as follows:

Change in estimate of the decommission asset represents a reassessment of the estimated costs to decommission the windfarms at the end of their useful economic life (see note 17).

Inventories are related to spare parts to be used in the operation and maintenance of the wind farm.

Inventories recognised as an expense for the year were £1,077k (2024: £1,001k).

There were no inventory write downs in the year (2024: nil).

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.

The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime or 12 months expected loss allowance for all receivables and contract assets depending on the change in the credit rating of the organisation being assessed. Amounts owed by parent undertakings includes £12,048k (2024: £9,619k) accrued in respect of contract assets for the sale of Renewables Obligation Certificates ('ROC'). Expected credit losses on ROCs receivables are considered insignificant to the company.

Amounts owed by parent undertakings 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 and fellow group undertakings are unsecured, interest free and repayable on demand.

The following are the major deferred tax liabilities recognised by the company and movements there on during the current and prior reporting year.

Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so. The deferred tax liability is expected to be settled in more than 12 months.

The provision for the decommissioning of the wind farm represents the net present value of the company’s best estimate of the costs to decommission the wind farm at the end of its useful life. The provision has been discounted to its present value at 4.50% (2024: 4.75%).

In January 2026, the directors proposed and paid ordinary dividends of £7,300k relating to the earnings of the

company during the year ending 31 December 2025 to distribute as a dividend to its shareholders.

In April 2026, the directors proposed and paid further ordinary dividends of £13,200k to its shareholders.

Expenses relating to lease payments that have not been recognised under IFRS 16 as right-of-use assets and lease liabilities are as follows:

Amounts recognised in profit and loss:

The expenses above are included in the cost of sales. Leases include leases of the seabed on which the Rhyl Flats Wind Farm is situated. These lease contracts include a fixed element which is subject to annual indexation, and a variable element, which is calculated based on the volume of generated electricity. The latter is excluded from the lease liability and expensed in the period to which it relates.

Total cash outflow for leases in 2025 was £3,330k (2024: £3,816k).

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

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

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

The parent company provides operations, maintenance and management services.

Purchases from other related parties comprise electricity imbalance charges.

The company has taken advantage of the exemption available under FRS 101 not to disclose related party transactions with wholly owned subsidiaries of RWE AG.

As at 31 December 2025, 50.1% of Rhyl Flats Wind Farm Limited share capital was owned by RWE Renewables UK Swindon Limited, 24.95% by Greencoat UK Wind Holdco Limited and 24.95% by UK Green Investment Rhyl Flats Limited.

The company's immediate parent is RWE Renewables UK Swindon Limited.

The ultimate parent company is RWE AG, a company incorporated in Germany. Copies of RWE AG's financial statements are available upon request from RWE AG, RWE Platz 1, 45141 Essen, Germany.

The most senior parent entity producing publicly available financial statements is RWE AG.

The following are the parents of the smallest and largest groups in which these financial statements are consolidated, for which the country of incorporation and address of the registered office are disclosed above:

Dividends

In January 2026, the directors proposed and paid ordinary dividends of £7,300k relating to the earnings of the company during the year ending 31 December 2025 to distribute as a dividend to its shareholders.

In April 2026, the directors proposed and paid further ordinary dividends of £13,200k to its shareholders.