The directors present their Annual Report and the Audited Financial Statements for the year ended 31 December 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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. The company's operations expose it to a few financial risks which are set out below.
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.
The company's exposure to interest rate risk is limited to interest charged on loans made from other group companies.
All of the company's transactions and balances are currently denominated in sterling and there is no foreign currency risk.
The company has no significant exposure to credit risk.
The company has no significant exposure to price risk.
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.
The company intends to continue to hold and manage its investment in Norfolk Boreas Limited.
The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 414B of the Companies Act 2006 in not preparing a Strategic report.
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.
Basis for 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.
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.
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.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
There were no items of other comprehensive income.
The notes on pages 12 to 19 form part of these financial statements.
NB 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.
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 16.
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.
NB Holdco Limited is a wholly owned subsidiary of RWE Renewables UK Limited and the results of NB Holdco Limited are included in the consolidated financial statements of RWE AG which are available from RWE AG, RWE Platz 1, 45141 Essen, Germany.
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.
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'.
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of selling or repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
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.
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.
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.
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.
The tax assessed for the year can be reconciled to the loss per the statement of comprehensive income as follows:
Details of the company's subsidiaries at 31 December 2025 are as follows:
The subsidiary has the same registered address as the company as disclosed in note 1. It is incorporated in England and Wales.
Included in amounts owed by subsidiary undertakings is an unsecured £390,000k loan repayable within one year from Norfolk Boreas Limited. Interest is charged at 4.39%. During 2025, amounts owed by subsidiary undertakings also included a loan of £368,253k. 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 Boreas Limited with a maturity date of 30 September 2026. During 2024, amounts owed by subsidiary undertakings included a loan of £484,190k. 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 Boreas Limited.
Included in loans from parent undertakings is an unsecured £390,000k 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 £368,253k. 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 NB Topco Limited of £484,262k. 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.
Amounts owed to fellow group undertakings are unsecured, interest free and repayable on demand.
The company's immediate parent was NB Topco Limited in 2024. On 22 May 2025,
The ultimate parent company and controlling party is RWE AG, a company incorporated in Germany
The most senior parent entity producing publicly available financial statements is
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: