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

The company's principal business is the employment of all RWE Renewables UK payroll and non-payroll staff. As the employing entity, the company is the participating employer of the Innogy section of the RWE Group of the Electricity Supply Pension Scheme (ESPS).

Given the nature of the business, the company's directors are of the opinion that the KPIs necessary for an understanding of the development, performance and position of the business are revenue, profit for the financial year, net assets and net current assets.

The increase in revenue of 13% compared to the prior year reflects greater recharge income from a higher year-on-year cost base. Cost of sales have increased by 12% mainly due to an increase in average number of employees in the RWE UK Renewables business from 1,381 to 1,489. There has also been a £10,000k increase year on year on temporary employment agency costs as a result of increased contractors to support higher wind farm development activity within the RWE UK Renewables business.

Profit for the financial year has increased primarily due to higher finance income on the pension asset.

The decrease in the net asset position is largely due to a lower defined benefit pension surplus. This decrease is as a result primarily of a lower return on plan assets.

Net current assets have increased by 58%.This is due to the increase in the in house cash pooling account due to positive operational cash flows.

The financial position of the company is expected to remain stable due to the nature of its principal activities.

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 16 - 17 of the financial statements.

Principal risks and uncertainties

The principal risk and uncertainty facing the business is the ability of the company to fund the payroll costs and the defined benefit pension scheme. The company has service level agreements (SLAs) which outline the mark-up associated with recharged costs. In addition to this, the company is included in the RWE Group cash-pooling facility. This means the company has instant access to funding where cashflow requirements dictate, and the business model is such that the company is cash generating overall.

The value of the defined benefit obligation of the pension section is subject to changes in the following assumptions: discount rate, pension increase rate and mortality, over which the company has no control. This gives rise to an unpredictable potential liability for which the company may not have a sufficient asset base to cover. The Trustees of the Group have implemented measures to reduce the risks associated with making investments as part of its investment strategy. The scheme holds a balanced portfolio of differing asset classes mainly comprising Government and Corporate Bonds, Hedge Funds and Equities. The Trustees have invested in liability driven investments whose values both increase with decreases in interest rates and also move with inflation expectations. As a result of this investment strategy around 100.00% of the section’s interest rate exposure is hedged and approximately 100.00% of the section’s funding liabilities are hedged against inflation.

The RWE Group Pension Trustees and RWE Renewables UK Swindon Limited entered into a Deed, in 2021, whereby from that time RWE Renewables UK Swindon Limited provides a guarantee to settle up to the entire liability of the Innogy section, should the need arise. This guarantee has no time limit.

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 services, including through index-linked contracts, and have factored this into the business plan and forecasts. Although it is not possible to anticipate the development of the conflict and its potential consequences, the company is not currently exposed to significant supply chain risks. The directors will continue to monitor developments and will carefully consider the risks and appropriate mitigation strategies when awarding future contracts.

The Board of the company believes 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:

Likely consequence of long term decisions

• The company generates profits through the service of payroll provisions to connected group companies. The Board has continued with this business strategy and signed service level agreements with all connected companies to ensure the business can meet the company’s cashflow requirements ensuring prompt supplier payments and other liabilities are met as they fall due.

• The Board approved the adoption of all RWE and Renewables division directives, policies and regulations. This approval process took place twice during the year, ensuring the company adopts the directives, policies and regulations on a timely and regular basis.

Employee engagement

• The people development strategy fosters growth for all people within the Renewables business in the UK and is aimed at supporting them in their current and future roles. The Board actively supports and delivers interventions to support the cultural integration between the company and its parent undertakings.

• The Board has ensured that all employees receive regular e-mail communications from the HR team through its adoption of the RWE Renewables divisions’ HR regulations, directives and policies. Information is further communicated to staff with frequent news bulletins via e-mail, via local office TV screens and continuously online. The company's Human Resources policies reflect the requirements of the Modern Slavery Act 2015 and a ‘Slavery and Human Trafficking Statement' is published on the company’s website detailing the company’s policies and compliance.

• The Board continues to prioritise the ongoing health and wellbeing of employees. The divisional HR function seeks feedback through Employee Satisfaction surveys (ESAT). The company has sponsored a Healthy Minds initiative including a Mental Health and Wellbeing toolkit provided by the Occupational Health Team.

• The Board has overseen the ongoing implementation of the RWE group wide ideology - We Care. RWE believe that caring about each other and the world around us is not just a priority at RWE, but a value, which should be demonstrated through our behaviour. RWE have adopted a We Care behaviour and rolled out the ideology to ensure that whatever priorities we have each day, adopting a culture of care is central to whatever we do, wherever we are and that We Care is one of our core behaviours of how we do business. Our behaviour should be that We Care today so everyone enjoys tomorrow. All technologies in all locations should strive to improve their We Care culture at a local/team level and contribute to our overall performance improvements. In order for us to #enjoytomorrow, our culture of care needs to focus not only on our people and assets but also our local environment and our wider, sustainable contribution to the planet and society. We Care implementation is supported by the Health, Safety, Security and Environment (HSSE) & Asset Risk functions and has dedicated programme managers and internal and external experts dedicated to the development of a caring culture. It includes a key focus on emotional and physical wellbeing for our teams.

• The Board sets quantitative and qualitative health and safety targets, as part of the RWE strategy. These targets are cascaded to all employees and contractors of RWE via the target agreement process. This approach serves to advance continuous health and safety improvement, which is a central element of RWE’s corporate policy.

• The company supports staff into retirement through the provision of a defined contribution scheme and a defined benefit scheme. Every three years the defined benefit pension scheme is required by law to have an actuarial valuation. The most recently completed valuation of the Innogy section took place at 31 March 2024. The Board, having assessed the financial impact on the company, approved the valuation and agreed a funding plan with the pension scheme Trustees which remains in force until the next valuation, as at 31 March 2027. The underlying contributions for both the defined benefit and defined contribution schemes are addressed as part of these valuations.

Business relationships

• The company follows RWE’s Code of Conduct and expects business partners to accept the principles set out in that Code. The company's goals must only be achieved by legal and ethical means. Private interests should remain separate to those of the company and employees should not solicit or accept monetary benefits from third parties. Conflicts of interest should be declared at the start of the procurement process or when staff first become aware that a conflict exists. In order to minimise the risks of bribery and corruption the RWE Group operates a compliance management system with designated Compliance Officers in all Group companies.

• The company's Procurement Terms and Conditions also require all suppliers to comply with the RWE Code of Conduct. The Code of Conduct is consistent with the “Labour standards” set out in the United Nations Global Compact, it requires all suppliers both through their own activities and those within their own supply chains, to ensure they do not commit any offences of ‘slavery, servitude and forced or compulsory labour’, ‘child labour’ or ‘human trafficking’. This is consistent with the requirements of the Modern Slavery Act 2015.

• The health and safety of employees and contractors on the company's sites is vitally important. Contractors are therefore expected to sign up to and follow RWE's HSE Requirements whenever working in a location managed by a RWE Renewables company.

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

Maintaining high business standards

• The Board is aware of its social role and responsibility towards customers, business partners, shareholders, employees and the wider stakeholder community. As part of the RWE group 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.

On behalf of the board

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

The principal activity of the company is as the employer of all RWE Renewables UK payroll and non-payroll staff. Staff costs are recharged to other group companies in line with the agreed SLA, ensuring the company continues to be profitable. As the employing entity, the company is the participating employer of the Innogy section of the RWE Group of the ESPS.

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

No ordinary dividends were paid (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:

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 few financial risks which are set out below.

The company is not exposed to external liquidity and cash flow risk due to the set up of its operations, being both part of the RWE Group of companies and having a cash pooling agreement with RWE AG.

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

Interest on funds owed by the company to group undertakings are linked to monthly SONIA average rates (comparable interest rates for other currencies).

The company has no significant exposure to currency risk.

The company has no significant exposure to credit risk.

The company has no significant exposure to price risk.

Applications for employment by disabled persons are given full and fair consideration for all vacancies in accordance with their particular aptitudes and abilities. In the event of employees becoming disabled, every effort is made to retain them in order that their employment within the company may continue. It is a policy of the company that training, career development and promotion opportunities should be available to all employees.

The company systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the company plays a major role in maintaining its effectiveness. The company encourages the involvement of employees by means of an employee council, team meetings and group newsletters.

The company's principal activity will continue to be as the employer of all RWE Renewables UK staff. The company will continue to be profitable as staff costs are recharged to other group companies in line with the agreed SLA at a fixed mark-up. As the employing entity, the company will continue to be the sponsoring employer of the Innogy section of the RWE Group of the ESPS.

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

Introduction

RWE Renewables Management UK Limited is the management company for RWE Renewables in the UK. Emissions included within this report are associated with employees of RWE Renewables in the UK.

Energy consumption and GHG emissions

The tables below show the company’s total UK 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 271.91 tonnes of CO2 equivalent (tCO2e) in the year ended 31 December 2025 (2021: 98.49 tonnes). This is an increase of 176% on the baseline year, which is driven by an increase in business miles travelled. The increase in business miles travelled results from two factors. Firstly, the company's COVID-19 policy had the effect of limiting travel in 2021 and no such restrictions were in place during 2025. Secondly, there was a 81% increase in average full-time employees in 2025 compared to the baseline year.

Energy consumed

GHG emissions breakdown

Summary of GHG emissions for the year ended 31 December 2025.

The scope of GHG emissions associated with the company is limited due to the nature of the entity. Electricity, gas and other emissions associated with the company are out of scope as office spaces are rented. Additional transport emissions have not been reported including fuel used in trains, flights, taxis and transport of goods as the company does not operate these types of transport.

Carbon intensity ratio

For the year ended 31 December 2025, the company reports a carbon intensity ratio of 0.86 gCO2e per £ revenue (2021: 0.66 gCO2e per £ revenue).

The most appropriate metric for calculation of the carbon intensity ratio is the revenue generated by the company. To calculate the energy intensity ratio (gCO2e/£), the company’s GHG emissions have been divided by the revenue generated for the year ended 31 December 2025.

Baseline year

The data for the year ended 31 December 2021 represents the company’s first disclosure under the SECR requirements and shall be used as the baseline year to enable tracking of data trends and performance against targets against future reporting years.

Energy efficiency measures

RWE Renewables offer UK employees a car scheme which enables the leasing of ultra-low emission vehicles such as electric vehicles. Business travel alternatives such as train or bus transport are encouraged. However the emissions associated with these are not included within the scope of this report.

Progress against targets

The data for the period 1 January 2021 to 31 December 2021 represents the company’s first disclosure under the SECR requirements and therefore targets for energy efficiency are to reduce energy consumption against the 2021 baseline in subsequent reporting years. Total emissions increased compared to the baseline year, as described above. In addition, energy consumption per £ of revenue earned has increased between 2021 and 2025 primarily due to the easing of COVID-19 travel policy restrictions. The company will continue to seek to reduce energy consumption against the 2025 level in subsequent reporting years.

RWE AG holds operational control over RWE Renewables Management UK Limited. RWE AG has set science-based targets, including a commitment to net zero emissions by 2040, with a further target to achieve a reduction of 50% in scope 1 and 2 emissions and a reduction of 30% in scope 3 emissions by 2030. RWE Renewables Management UK Limited will be actively seeking to reduce emissions to contribute to these targets.

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 (DESNZ) 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.

Corporate Value Chain Emissions (Scope 3) are all indirect emissions (not included in scope 2) that occur in the value chain of the reporting company, including both upstream and downstream emissions. The DESNZ ‘Greenhouse gas reporting: conversion factors 2025’ were used to convert data to tCO2e and kWh, as required.

Uncertainties and areas for data improvement

The company will consider the recalculation of the baseline in the subsequent reporting year.

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. In addition, the RWE Group Pension Trustees and RWE Renewables UK Swindon Limited entered into a Deed, in 2021, whereby from that time RWE Renewables UK Swindon Limited provides a guarantee to settle up to the entire liability of the Innogy section, should the need arise. This guarantee has no time limit.

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; 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 RWE Renewables Management UK 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 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 income statement

• the statement of comprehensive income;

• the statement of financial position;

• the statement of changes in equity; and

• the related notes 1 to 22.

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 authorized for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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

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

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

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

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

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

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of 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 UK 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 protections regulations.

We discussed among the audit engagement team and relevant Analytics and Pension 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 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 strategic report and directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and 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 and 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 income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 18 to 45 form part of these financial statements.

The notes on pages 19 to 45 form part of these financial statements.

RWE Renewables Management UK 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, except for the defined benefit pension plan where plan assets are measured at fair value. The material 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 21.

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. In addition, the RWE Group Pension Trustees and RWE Renewables UK Swindon Limited entered into a Deed, in 2021, whereby from that time RWE Renewables UK Swindon Limited provides a guarantee to settle up to the entire liability of the Innogy section, should the need arise. This guarantee has no time limit.

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 comprises compensation related to services provided by the company to other connected group companies. These activities are serviced under a Service Level Agreement (SLA) which has a fixed mark-up included in the recharge fee. A high proportion of the revenue is generated in the UK.

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 income statement.

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 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.

The 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. There was no impairment charge recognised in the current period.

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.

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 (e.g. 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 11.

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.

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

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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Share based payments

The company operates a cash-settled compensation plan, a Long Term Incentive Plan (LTIP) scheme, whereby certain employees of the company are awarded options over performance shares which are linked to the performance of the shares in, and the financial performance of, the ultimate parent undertaking, RWE AG, plus in addition the level of CO2 emissions of the RWE power plant fleet. The fair value of the employee services received in exchange for these grants of options is recognised as a provision and expensed in the profit and loss account. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the company revises its estimates and recognises the impact of the revision to original estimates, if any, in the profit and loss account, with a corresponding adjustment to its provision.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. The company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee services in the current and prior periods.

For defined contribution plans, the company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The company has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Defined benefit pension obligation

Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

There is a net asset recognised in the statement of financial position in 2025 in respect of the one defined benefit pension plan as the fair value of plan assets exceeds the present value of the defined benefit obligation at the reporting date for the Innogy section.

The defined benefit obligation is measured using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future payments by reference to the market yields at the reporting date on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the pension liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to shareholders’ funds in other comprehensive income in the period in which they arise.

The amount charged or credited to finance costs is a net interest amount calculated by applying the liability discount rate to the net defined benefit liability or asset.

Past service costs are recognised immediately in the profit and loss account.

Certain former employees and directors of the company are also members of a Supplementary Pension Plan (SPP). The SPP is accounted for as a defined benefit scheme under IAS 19R in accordance with the accounting policy described above. For further information see note 18.

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 remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is re-measured 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.

The company has an obligation to pay pension benefits to certain employees. The cost of these and the present value of the obligation depend on a number of factors, including: life expectancy, salary increases, pension increases and the discount rate on corporate bonds. Management uses a third party to estimate these factors in determining the pension obligation, which, once netted against the scheme assets, is shown in the statement of financial position. The assumptions reflect historical experience and current trends. See note 17 for the disclosures of the defined benefit pension scheme.

The company has an obligation to pay benefits to certain former employees and directors of RWE Generation UK plc. The cost of these benefits and the present value of the obligation depend on a number of factors, including life expectancy, discount rates and pension growth rates. Management uses a third party to estimate these factors in determining the pension obligation in the statement of financial position. See note 18 for further details.

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

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024: 2).

The number of directors for whom retirement benefits are accruing under defined benefit schemes amounted to 3 (2024: 3).

The above details of directors' remuneration do not include the remuneration of T Glover (and his UK Country team), which are paid by RWE Supply and Trading and partly recharged to this company as part of a management charge. This management charge, which in 2025 amounted to £1,264k (2024: £1,262k), also includes a recharge of administration costs, sponsorships, donations, travel, promotions, consultancy and entertaining borne by RWE Supply and Trading on behalf of the company and it is not possible to allocate the amount of T Glover’s remuneration relevant to this specific company as he and his team work on behalf of all RWE companies in the UK.

The highest paid director has not exercised share options during the year.

The highest paid director has participated in a defined benefit pension scheme. The amount of their accrued pension and accrued lump sum at the end of the year was as follows:

The tax charge for the year is lower (2024: lower) than the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%).

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

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

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:                 

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/(receivable) for group relief are within the current tax disclosures.

The company's total current tax charge for the year is shown above and comprises £3,901k (2024: £1,070k credit) in relation to group relief payable/(receivable).        

£2,825k of the current tax liability (2024: £2,610k receivable) as shown on the statement of financial position/in note 11 represents amounts due to/from fellow group undertakings in relation to group relief payable/receivable.

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

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. Expected credit losses on related party receivables are considered insignificant to the company.

Included in amounts owed by parent undertakings is an unsecured £31,746k (2024: £10,294k) loan repayable within one year from RWE AG. Interest is charged at the monthly SONIA average rate (comparable rate for other currencies) less 10 basis points except where the interest rate is negative and then it is a fixed rate of 0.00%.

The remainder of amounts owed by parent undertakings and amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Analysis of borrowings

Borrowings are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The loan from parent undertakings is £427k (2024: £394k), an unsecured loan repayable within one year. Interest was charged at the monthly SONIA average (comparable rate for other currencies) of the respective month plus 50 basis points except where the interest rate is negative and then it is a fixed rate of 0.50%.

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

The total cash outflow for leases was £261k (2024: £296k).

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current reporting period.

Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so.

All items of deferred tax are expected to be recovered or settled more than 12 months after 31 December 2025.

Items classified as Other represent the deferred tax items in relation to the Supplementary Pension Plan and the Strategic Performance Plan (LTIP).

The restructuring provision relates to provisions for future restructures within the company.

The employee benefits provision represents the liabilities of the Supplementary Pension Plan, the Retention Bonus Provision and the Strategic Performance Plan (LTIP) at 31 December 2025.

The company sponsored one closed Defined Benefit (DB) pension section throughout 2025 and 2024. This is a ring-fenced DB section of the RWE Group of the Electricity Supply Pension Scheme (ESPS). The section the company sponsors is the Innogy section.

The company also participates in a Defined Contribution (DC) section, the DC section of the RWE Group of the ESPS, to which all DC members employed by the company belong.

Pension scheme restructuring

In December 2021, all participants in the Former E.ON section were re-allocated to the Innogy section, as a result of which the section was treated as ceasing to exist for the purposes of the RWE Group, even if it had not yet been formally wound-up as defined within the Trust Deed. There were no changes to members' benefits as a result of this re-allocation.

The Deed of amendment was enacted to rationalise the pension section structure given the relative size of the Former E.ON section compared to the Innogy section in terms of the number of members and the asset and liability values.

The company is the sponsoring entity for the Innogy section of the RWE Group of the ESPS and was the sponsoring entity for the Former E.ON section until December 2021 when the participants of the Former E.ON section were re-allocated to the Innogy section.

The total costs charged to income in respect of defined contribution plans is £8,617k (2024: £7,220k).

Defined benefit scheme

Nature of Benefits

The Innogy section members participate in a final salary defined benefit plan.

The main benefits in general are as follows :-

Life assurance should a member die before retirement; a disability income if a member is forced to retire early because of ill-health; a pension subject to annual increases and tax-free cash sum upon retirement; dependants’ benefits on death at any age; the option to provide extra pension for dependants and the option to pay additional contributions to secure improved benefits at retirement.

The precise benefits for each individual member vary dependant on which sub-section an individual belongs to i.e. Main, 60th, Executive, 2005 or one of the two Former E.ON sub-sections.

Regulatory framework

The RWE Group of the ESPS, referred to below as (“the Group”) is governed by UK pensions legislation. This requires funded defined occupational pension schemes to comply with the statutory funding objective to have sufficient and appropriate assets to cover its technical provisions. Valuation of technical provisions must be based on prudent assumptions taking into account the demographic characteristics of scheme membership and market yields on assets held by the scheme and/or government bonds.

The Group is administered by a body of 12 Trustees (2024: 12 Trustees), separate from the sponsoring employers, known as the Group Trustees. Under UK pensions law, the Group Trustees are responsible for the overall management of the pension scheme, including investment of assets, payment of benefits to members and agreement of a funding plan with the company.

Innogy section

Description of section

Throughout both 2025 and 2024, the company participated in the defined benefit pension scheme within the Innogy section of the RWE Group of the ESPS. The company is the sole employer in the Innogy section.

Throughout both 2025 and 2024, the section has been accounted for as a defined benefit scheme under IAS 19R (Employee Benefits) by the company.

In December 2021, all participants in the Former E.ON section were re-allocated to the Innogy section.

Risks

The Trustees of the Group have implemented measures to reduce the risks associated with making investments as part of its investment strategy:

Interest rate risk

Description

A decrease in corporate bond yields increases the present value of the IAS 19 defined benefit obligations.

A decrease in gilt yields results in a worsening of the section’s funding position.

Mitigation

The Trustees have invested in liability driven investments and bonds whose values increase with decreases in interest rates.

It is estimated that the Innogy section currently hedges around 100.00% (2024: 100.00%) of its interest rates exposure. Note that the section hedges interest rate risk on a funding (gilts) basis whereas the IAS 19 discount rate is based on AA corporate bonds, and so there is some mismatching risk to the company should credit spreads change. Credit spreads at the start and end of the period 31 December 2024 to 31 December 2025 have remained broadly steady at 0.45%p.a., rising to a maximum credit spread of 0.7% p.a. in April. For illustration, a reduction in credit spreads by 0.1% p.a. would increase the present value of the IAS 19 defined benefit obligations by approximately £25.0m.

Inflation risk

Description

An increase in inflation results in higher benefit increases for the section's members which in turn increases liabilities.

Mitigation

The Trustees have invested in liability driven investments which move with inflation expectations.

Approximately 102.00% (2024: 100.00%) of the Innogy section funding liabilities are hedged against inflation.

The target hedge ratios are 95% of liabilities for both interest rates and inflation, which is unchanged since 31 December 2023.

Cash Funding

For cash funding purposes, pension obligations are measured on the basis of prudent assumptions, determined with reference to the investment strategy of the plan, the financial strength of the sponsor and the demographic characteristics of the plan membership. This is used to determine the contributions payable to the section within the Group. This differs from the liabilities measured for accounting purposes as shown in the disclosure below, which are calculated using best estimate assumptions as specified by the standard.

The most recently completed cash funding valuation of the Innogy section was carried out as at 31 March 2024. At that date the surplus of the Innogy section was £234,200k, giving a funding level of 108.50%. The next valuation must be carried out no later than 31 March 2027. Following this date, the company and the Trustees have 15 months to agree the valuation and associated contribution requirements. The actuary has used appropriate actuarial roll-forward techniques to adjust the 31 March 2024 funding valuation to derive the accounting position as at 31 December 2025. As at 31 December 2025, there was a surplus on an accounting basis of £285,100k (2024: £303,600k).

As a result of the valuation of the Innogy section on 31 March 2024, the Trustees prepared a new schedule of contributions. As the 2024 valuation resulted in a surplus, no deficit repair payments have been scheduled. In addition in respect of administration expenses, there are no payments scheduled until 31 March 2029, at which point the agreed use of surplus to meet expenses expires. The expected contributions to the plan for the next annual reporting period are estimated to be circa £3,200k.

During the year ended 31 December 2025, the company contributed to the Innogy section at a weighted average rate of 18.80% (2024: 30.00%) of members’ pensionable earnings. Contributions payable to the pension section at the end of the year are £nil.

The Group’s Rules provide the company with an unconditional right to a refund of surplus assets assuming the full and gradual settlement of the section's liabilities in the event of a wind-up. Furthermore, in the ordinary course of business the Trustees have no rights to unilaterally wind-up or otherwise augment the benefits due to members of the section. Based on these rights, any net surplus in the Innogy section could be recognised in full, with no requirement to recognise any additional liability if the section is measured to be in deficit.

Virgin Media v NTL Pension Trustees LL Limited court case

In June 2023, the High Court determined the outcome of a legal case (Virgin Media Limited v NTL Pension Trustees LL Ltd and others), the effect of which was that certain amendments made by certain defined benefit pension schemes in the UK may be void. The court ruled that any amendments made to certain ‘contracted-out’ pension schemes during the period between 6 April 1997 and 5 April 2016, to the extent that those amendments affected “section 9(2B) rights” would be void in the absence of a written confirmation being provided from the scheme’s actuary that the minimum statutory benefits would continue to be provided. In July 2024, the English Court of Appeal upheld the original decision.

After the Court of Appeal decision the company started investigations of the potential impact of the decisions on its defined benefit pension arrangements. These were paused after the tabled amendments to the Pension Schemes Bill which were aimed at addressing the problems arising from the decision. However, the initial investigation identified no material exposure.

The company notes that the Government has brought into force the provisions in the Pension Schemes Act 2026 to address the issue. These provisions enable scheme actuaries to provide retrospective confirmations for amendments where Section 37 confirmations are missing or absent for changes that needed a confirmation (except in limited circumstances). Actuaries have considerable flexibility regarding the evidence and information they may take into account when providing such confirmations and there is no time limit in obtaining these amendments. Once the retrospective confirmation is given, the amendment is treated as having always been valid.

The company therefore currently considers that the risk of unrecognised liabilities arising in respect of historic scheme amendments is very low.

Principal actuarial assumptions

The significant actuarial assumptions used to determine the present value of the defined benefit obligation at the statement of financial position date are as follows:

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in the UK. These assumptions translate into an average life expectancy in years for a pensioner retiring at age 65.

As at 31 December 2025, mortality rates for the UK plans were assumed to be in line with S3PA tables, with scaling factors applied to reflect the experience of different sections of the membership. To allow for future improvements in longevity, these mortality tables are projected by year of birth in line with the 2024 CMI projections with a long-term rate of improvement of 1.25% p.a. for males and females. Illustrative life expectancies are set out in the table above.

Amounts recognised in the income statement

The amounts included in the statement of financial position arising from the company's obligations in respect of defined benefit plans are as follows:

Movements in the present value of defined benefit obligations

Movements in the fair value of plan assets:

The actual return on plan assets was a positive return of £93,300k (2024: negative return of £91,000k). The section has not invested in any of the company's own financial instruments or in properties or other assets used by the company.

The fair values of plan assets included in the statement of financial position are as follows:

Sensitivity analysis

The present value of the section's total obligations would have been affected by changes in assumptions as follows:

Increase/(decrease) - Present value of total obligation.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the statement of financial position.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

Supplementary Pension Plan

Certain former employees and former directors of RWE Generation UK plc are members of a Supplementary Pension Plan (SPP), which is paid in addition to their ESPS defined benefit scheme entitlements. These employees/directors have never been employed by any of the RWE Renewables group of legal entities. However, in 2016, upon the restructuring of the main ESPS scheme, liabilities for a proportion of the membership and a share of associated assets were allocated to the Innogy Section, at which point the asset and liability balances of the Innogy Section were transferred to RWE Renewables UK Swindon Limited and subsequently reported in its financial statements until 2020. At the same time, the SPP liability of the employees/directors whose main scheme liability was allocated to the Innogy Section, was also transferred to RWE Renewables UK Swindon Limited and subsequently reported in its financial statements, also until 2020.

In line with the transfer of the Innogy Section of the RWE Group from RWE Renewables UK Swindon Limited on 1 September 2020, the Supplementary Pension Plan was also transferred from that company on the same date, so that both the main scheme entitlement and the SPP entitlement of the relevant individuals were reported in the financial statements of the company from that date.

The SPP is made up of 3 elements as follows:

There is a Npower Supplementary Plan (NSP) which is different to the remainder of the SPP in that its membership will continue to receive payment if the company is insolvent, as a result of the gilts held to match the liability. The gilts have always been legally owned by the entity which formerly employed the individuals, and are not held, as per the ESPS scheme, in separate trustee-administered funds. As a result of this difference, the gilts are not deemed to be plan assets, and therefore there does not need to be consistency between which entity owns the gilts and which entity bears the related unfunded liability. As at 31 December 2025 the gilts were still legally held by RWE Generation UK plc.

There are other former directors employed by RWE Generation UK plc who have similar unfunded arrangements to the individuals in the NSP, but do not have the protection of the gilts that the members of the NSP scheme have.

The third element provides enhanced benefits to non-directors who were employees at the time of the employing company’s privatisation in 1990.

The SPP liability for those individuals whose main scheme liability is within the RWE section has remained within the financial statements of RWE Generation UK plc.

The most recent completed valuation of the Plan was at 5 April 2024. The actuary has used appropriate actuarial roll-forward techniques to adjust the 5 April 2024 valuation to derive the accounting position as at 31 December 2025. As at 31 December 2025, a provision of £9,900k exists to cover the ongoing costs of the scheme.

The number of pensioners belonging to each element of the provision is as follows: NSP: 2 (2024: 2), other former directors: 5 (2024: 5) and non-directors: 4 (2024: 4).

Risks

As per defined benefit schemes, there are a number of risks associated with operating supplementary pension plans, including exposure to longevity risk. As the vast majority of benefits are linked to inflation, this is also a risk. The company has had the risks mitigated on part of the overall provision held as a result of RWE Generation UK plc investing in gilts to match the liability of the original NSP provision.

Movements in the present value of defined benefit obligations

Principal actuarial assumptions

The significant actuarial assumptions used to determine the present value of the defined benefit obligation at the statement of financial position date are as set out in note 17.

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:

The company's immediate parent is RWE Renewables International Participants B.V.

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:

A deed effective from 30 June 2026 was executed which transfers members, assets and liabilities from the RWE Section to the Innogy Section.  As part of this change, RWE Renewables Management UK Limited moves from Principal Employer status to Participating Employer status. Member benefits are unchanged following the transfer. The change does not impact the 2025 statutory accounts. The specific impacts of this change will be reviewed in detail ahead of the 2026 statutory accounts.