Company registration number 12941563 (England and Wales)
NVE HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NVE HOLDCO LIMITED
COMPANY INFORMATION
Directors
J Garnsey
C Mockl
D Lane (Appointed 17 January 2025, resigned 22 August 2025 and reappointed 31 March 2026)
Secretary
P Sainsbury
Company number
12941563
Registered office
Windmill Hill Business Park
Whitehill Way
Swindon
Wiltshire
United Kingdom
SN5 6PB
Auditor
Deloitte LLP
Statutory Auditor
Fusion Point 2
Dumballs Rd
Cardiff
Wales
CF10 5BF
NVE HOLDCO LIMITED
CONTENTS
Page
Directors' report
1 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 19
NVE HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of the company continued to be that of the holding of investments in Norfolk Vanguard East Limited situated off the coast of Norfolk, England.

Results and dividends

The results for the year are set out on page 9.

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

Directors

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

A Ezzamel
(Resigned 16 January 2025)
J Garnsey
C Mockl
J Patterson
(Appointed
11 September 2025
2025-09-11
and resigned
31 March 2026
2026-03-31
)
D Lane
(Appointed 17 January 2025 and resigned 22 August 2025)
D Lane
(Appointed 17 January 2025, resigned
22 August 2025
2025-08-22
and reappointed
31 March 2026
2026-03-31
)
Qualifying third party indemnity provisions

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.

Directors' insurance

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.

Financial instruments
Financial risk management

The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company. The company's operations expose it to a few financial risks which are set out below.

Liquidity and cash flow risk

The company continues to receive financial support from the parent company, RWE Renewables UK Limited. It participates in the RWE Group cash pooling mechanism through the ultimate parent undertaking, RWE AG, providing short term liquidity within agreed limits. Due to these factors the company is not subject to liquidity or cash flow risk.

Interest rate risk

The company's exposure to interest rate risk is limited to interest charged on loans made from other group companies.

Currency risk

All of the company's transactions and balances are currently denominated in sterling and there is no foreign currency risk.

NVE HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Credit risk

The company has no significant exposure to credit risk.

Price risk

The company has no significant exposure to price risk.

Post reporting date events

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. The company is also partially exposed to supply chain risks from wind farm components that are being manufactured in UAE. There is currently no disruption to the manufacturing process resulting from the conflict. However, the directors will continue to monitor developments and the risk to specific components while the uncertainty continues. The directors will also carefully consider the risks and appropriate mitigation strategies when awarding future contracts.

Future developments

The company intends to continue to hold and manage its investment in Norfolk Vanguard East Limited.

Independent auditor

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.

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

Going concern

The directors have fully considered the risks and uncertainties of the company's cash flow forecasts and projections, including the company’s commitment to provide support to its subsidiary and joint venture undertakings in accordance with the respective joint operation agreements for each entity.

Notwithstanding the net current liability position of the company at the year end, the going concern basis is considered to be appropriate by the directors as the RWE AG Group has committed to providing financial support for any financial obligations falling due for the 12 months following the date of the signing of the financial statements, by virtue of providing the company access to the RWE AG Group cash pooling mechanism along with long term loans where needed. The directors have made appropriate inquiries as to the ability of the group to provide such support.

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.

Small company provisions

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 r eport.

NVE HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Small companies exemption

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

On behalf of the board
D Lane
Director
1 June 2026
NVE HOLDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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; 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.

NVE HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NVE HOLDCO LIMITED
- 5 -
Report on the audit of the financial statements
Opinion

In our opinion the financial statements of NVE Holdco Limited (the ‘company’):

- give a true and fair view of the state of the company’s affairs as at 31 December 202 5 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 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 18.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, 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.

NVE HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NVE HOLDCO LIMITED (CONTINUED)
- 6 -

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.

Responsibilities of directors

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.

Auditor's responsibilities for the audit of the financial statements

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

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 their 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.

NVE HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NVE HOLDCO LIMITED (CONTINUED)
- 7 -

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 and tax legislation; and

- do 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 Tax and IT 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.

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
NVE HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NVE HOLDCO LIMITED (CONTINUED)
- 8 -

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 statement in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the director’s report and from the requirement to prepare a strategic report.

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the directors’ report.

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

- the directors were not entitled to take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime.

- the directors were not entitled to take advantage of the small companies’ exemption in preparing the directors’ report.

- the directors were not entitled to take advantage of the small companies’ exemption 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.

Edward Thompson ACA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Cardiff
1 June 2026
NVE HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£000
£000
Administrative expenses
(11)
(12)
Operating loss
4
(11)
(12)
Finance income
7
18,068
1,892
Finance costs
8
(18,070)
(1,895)
Loss before taxation
(13)
(15)
Tax on loss
9
3
-
0
Loss and total comprehensive expense for the financial year
(10)
(15)

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

There were no items of other comprehensive income.

NVE HOLDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£000
£000
£000
£000
Non-current assets
Investments
10
47,001
47,001
Current assets
Trade and other receivables
12
891,288
36,438
Current liabilities
Borrowings
13
(891,285)
(36,471)
Trade and other payables
14
(57)
(11)
(891,342)
(36,482)
Net current liabilities
(54)
(44)
Total assets less current liabilities
46,947
46,957
Equity
Called up share capital
15
47,001
47,001
Share premium account
16
1
1
Accumulated losses
(55)
(45)
Total equity
46,947
46,957

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

The financial statements were approved by the board of directors and authorised for issue on 1 June 2026 and are signed on its behalf by:
D Lane
Director
Company registration number 12941563 (England and Wales)
NVE HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Called up share capital
Share premium account
Accumulated losses
Total
£000
£000
£000
£000
Balance at 1 January 2024
47,001
1
(30)
46,972
Year ended 31 December 2024:
Loss and total comprehensive expense
-
-
(15)
(15)
Balance at 31 December 2024
47,001
1
(45)
46,957
Year ended 31 December 2025:
Loss and total comprehensive expense
-
-
(10)
(10)
Balance at 31 December 2025
47,001
1
(55)
46,947
NVE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

NVE Holdco 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. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 17.

NVE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

NVE Holdco Limited is a wholly owned subsidiary of RWE Renewables UK Limited and the results of NVE Holdco Limited are included in the consolidated financial statements of RWE AG which are available from RWE AG, RWE Platz 1, 45141 Essen, Germany.

1.2
Going concern

The directors have fully considered the risks and uncertainties of the company's cash flow forecasts and projections, including the company’s commitment to provide support to its subsidiary and joint venture undertakings in accordance with the respective joint operation agreements for each entity. true

Notwithstanding the net current liability position of the company at the year end, the going concern basis is considered to be appropriate by the directors as the RWE AG Group has committed to providing financial support for any financial obligations falling due for the 12 months following the date of the signing of the financial statements, by virtue of providing the company access to the RWE AG Group cash pooling mechanism along with long term loans where needed. The directors have made appropriate inquiries as to the ability of the group to provide such support.

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.

1.3
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.4
Cash and cash equivalents

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.

1.5
Financial assets

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 assets held at amortised cost

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.

NVE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

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 12.

Derecognition of financial assets

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.

1.6
Financial liabilities

The company recogni s es 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

Other financial liabilities, including borrowings, t rade 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.

Derecognition of financial liabilities

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

1.7
Equity instruments

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.

1.8
Taxation

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.

Current tax

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.

NVE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Deferred tax

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.

2
Adoption of new and revised standards and changes in accounting policies

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.

3
Critical accounting estimates and judgements

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 or judgements which require further disclosure.

4
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£000
£000
Fees payable to the company's auditor for the audit of the company's financial statements
11
11

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

5
Employees

The company has no employees for the year under review (2024: none). Employees of the RWE AG group are employed by a fellow group company.

6
Directors' remuneration
NVE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Directors' remuneration
(Continued)
- 16 -

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 entity, RWE Renewables Management UK Limited. 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.

7
Finance income
2025
2024
£000
£000
Interest income
Interest receivable from group companies
18,068
1,892
8
Finance costs
2025
2024
£000
£000
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
18,070
1,895
9
Tax on loss
Current tax
Adjustments in respect of prior periods
(3)
-

The tax assessed for the year can be reconciled to the loss per the statement of comprehensive income as follows:

2025
2024
£000
£000
Loss before taxation
(13)
(15)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(3)
(4)
Deferred tax not recognised
3
4
Adjustments to tax charge in respect of previous periods
(3)
-
Taxation credit for the year
(3)
-

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.

Unprovided deferred tax

At the balance sheet date, the company has unused tax losses of £25k (2024: £28k) available for offset against future profits. No deferred tax asset has been recognised as it is not considered probable that there will be future taxable profits available.

NVE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
10
Investments
Non-current
2025
2024
£000
£000
Investments in subsidiaries
47,001
47,001
11
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Voting
Norfolk Vanguard East Limited
England and Wales
Offshore wind farm development
Ordinary shares
100.00
100.00

The subsidiary has the same registered address as the company as disclosed in note 1. It is incorporated in England and Wales.

12
Trade and other receivables
2025
2024
£000
£000
Corporation tax recoverable
3
-
Amounts owed by parent undertakings
-
0
42
Amounts owed by subsidiary undertakings
891,285
36,396
891,288
36,438

Included in amounts owed by subsidiary undertakings is an unsecured £890,000k loan repayable within one year from Norfolk Vanguard East Limited. Interest is charged at 4.39%. During 2025, amounts owed by subsidiary undertakings also included a loan of £581,189k. This had an interest rate of 4.78%. On 19 December 2025, this loan matured and the company entered into a new loan agreement with Norfolk Vanguard East Limited with a maturity date of 30 September 2026. During 2024, amounts owed by subsidiary undertakings included a loan of £35,009k. This had an interest rate of 5.31%. On 22 May 2025, this loan was repaid and the company entered into a new loan agreement with Norfolk Vanguard East Limited.

13
Borrowings
2025
2024
£000
£000
Borrowings held at amortised cost:
Loans from parent undertakings
891,285
36,471
NVE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Borrowings
(Continued)
- 18 -

Included in loans from parent undertakings is an unsecured £890,000 k loan repayable within one year to RWE Renewables UK Limited, the immediate parent company. Interest is charged at a fixed rate of 4.39%. During 2025, loans from parent undertakings also included a loan with RWE Renewables UK Limited of £581,189 k. This had an interest rate of 4.78%. On 19 December 2025, the loan matured and the company entered into a new loan agreement with RWE Renewables UK Limited with a maturity date of 30 September 2026. During 2024, loans from parent undertakings included a loan with NV E Topco Limited of £35,081 k. This had an interest rate of 5.31%. On 22 May 2025, the loan was repaid and the company entered into a new loan agreement with RWE Renewables UK Limited with a maturity date of 19 December 2025.

14
Trade and other payables
2025
2024
£000
£000
Amounts owed to fellow group undertakings
46
-
Accruals and deferred income
11
11
57
11

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

15
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
47,001,100
47,001,100
47,001
47,001
16
Share premium account
2025
2024
£000
£000
At the beginning and end of the year
1
1
17
Controlling party

The company's immediate parent was NV E Topco Limited in 2024. On 22 May 2025, RWE Renewables UK Limited, an intermediate parent company, acquired the beneficial interest in the shares of NV E Holdco Limited. After this date, NV E Topco Limited ceased to be the immediate parent of the company.

The ultimate parent company and controlling party 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:

Largest group
RWE AG
Smallest group
RWE AG
NVE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
17
Controlling party
(Continued)
- 19 -

On 23 December 2025, RWE Renewables UK Limited agreed to sell 50% of its shareholding in NVE Holdco Limited to US financial investor KKR. The transaction is pending approval from relevant authorities and is expected to close in the summer of 2026. Following this transaction, KKR will hold 50% of the shareholding in NVE Holdco Limited, and its associated companies will become related parties.

18
Events after the reporting date

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. The company is also partially exposed to supply chain risks from wind farm components that are being manufactured in UAE. There is currently no disruption to the manufacturing process resulting from the conflict. However, the directors will continue to monitor developments and the risk to specific components while the uncertainty continues. The directors will also carefully consider the risks and appropriate mitigation strategies when awarding future contracts.

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