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11738394
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2025-12-31
11738394
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2025-12-31
11738394
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11738394
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2024-12-31
11738394
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11738394
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11738394
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2025-01-01
2025-12-31
11738394
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2025-01-01
2025-12-31
11738394
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2025-01-01
2025-12-31
11738394
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2025-12-31
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2025-12-31
11738394
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2025-12-31
11738394
2025-01-01
2025-12-31
11738394
bus:PrivateLimitedCompanyLtd
2025-01-01
2025-12-31
Equitix Giraffe Holdco Limited
Registration Number 11738394
Consolidated Annual Report and Financial Statements
for the year ended 31 December 2025
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Independent Auditor's Report
5 - 7
Consolidated Statement of Comprehensive Income and Retained Earnings
8
Consolidated Statement of Financial Position
9
Statements of Changes in Equity - Group
10
Statements of Changes in Equity - Company
11
Notes to the Consolidated Annual Report and Financial Statements
12 - 23
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
M Bonner (Appointed 26 August 2025)
F Kron (Resigned 26 August 2025)
Registered Office
Equitix Management Services Unit G1 Ash Tree Court
Company Secretary
Equitix Management Services Limited
Chartered Accountant and Statutory Auditor
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
The directors present their report and the audited consolidated annual report and financial statements of the group and company for the year ended 31 December 2025.
The principal activity of the Group is to finance and operate a portfolio of on-shore wind farms.
2.
Dividends paid and proposed
The directors recommend that no dividends be paid.
The directors who served during the year were as follows:
M Bonner (Appointed 26 August 2025)
F Kron (Resigned 26 August 2025)
The directors consider that the Company has adequate resources to continue its operational existence for the foreseeable future, notwithstanding the fact that the Company had net liabilities of £6,322,480 (2024: £5,693,382) at the year end. The
basis of this expectation is because the Company's subsidiaries, Equitix Kessingland Limited and Equitix Wern Ddu Limited, have generated sufficient income to support its working capital. The projects are generating sufficient cash flows to meet their obligations when they fall due. The net liabilities position is due to a loan with the parent, which is not repayable until 2043. Furthermore, the Company may re-borrow parts of the facility if required. Therefore, the financial statements have been prepared on the assumption that the Company will continue as a going concern.
The group has entered into long-term contracts with both customers and suppliers, and after careful review of these contracts,the directors are confident that the group can operate as normal for at least the next twelve months from the date of approval of the financial statements. The directors have committed to carrying out regular reviews of the group's cash flows, and regular reviews of forecasts to monitor the ongoing situation.
5.
Directors' responsibilities
The directors are responsible for preparing the Directors' Report and the consolidated annual report and financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under the law, the directors have prepared the group and company consolidated annual report and financial statements in accordance with "FRS 102 the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" and applicable law. 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 group and company and of the profit or loss of the group and company for that period. In preparing the financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the consolidated annual report and financial statements;
•
make judgements and estimates that are reasonable and prudent; and
•
prepare the consolidated annual report and financial statements on a going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the consolidated annual report and financial statements comply with the Companies Act 2006.
6.
Directors' confirmations
In the case of each director in office at the date the Directors' Report is approved:
•
so far as the directors are aware, there is no relevant audit information of which the group and company's auditors are unaware; and
•
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group and company's auditors are aware of that information.
The auditors, CT Audit Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Board Meeting.
This report was approved by the directors of the company on 30 June 2026 and signed by:
_______________________
30 June 2026
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Independent Auditor's Report To The Members of Equitix Giraffe Holdco Limited
We have audited the consolidated annual report and financial statements of Equitix Giraffe Holdco Limited (the 'parent company) and its subsidiaries (the 'Group') which comprise the consolidated aand company statement of financial position as at 31 December 2025, and the consolidated statement of comprehensive income and retained earnings, the statements of changes in equity for the year then ended, and notes to the consolidated annual report and financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the consolidated annual report and financial statements:
•
give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 December 2025 and of Group's loss for the year then ended;
•
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•
have been properly prepared in accordance with the requirements of the Companies Act 2006.
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 consolidated annual report and financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated annual report and financial statements in the UK, including 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.
0.2
Conclusions relating to going concern
In auditing the consolidated annual report and financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the consolidated annual report and 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 entity's ability to continue as a going concern for a period of at least twelve months from when the consolidated annual report and 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.
The other information comprises the Annual Report, other than the consolidated annual report and financial statements and our auditor's report thereon. Our opinion on the consolidated annual report and 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. In connection with our audit of the consolidated annual report and financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated annual report and financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent misstatements, we are required to determine whether there is a material misstatement in the consolidated annual report and financial statements or a material misstatement of the other information. 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.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Independent Auditor's Report To The Members of Equitix Giraffe Holdco Limited (Continued)
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 consolidated annual report and financial statements are prepared is consistent with the consolidated annual report and financial statements; and
•
the directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are Required to Report by Exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you 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 consolidated annual report and 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.
•
the directors take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of Directors
The directors are responsible for the preparation of the consolidated annual report and 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 consolidated annual report and financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated annual report and financial statements, the directors are responsible for assessing the Group'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 Group or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the consolidated annual report and financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated annual report and 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 consolidated annual report and financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and 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 gained an understanding of the legal and regulatory framework applicable to the entity and the industry in which it operates and considered the risk of acts by the entity which were contrary to applicable laws and regulations, including fraud. This included gaining an understanding of the control environment for monitoring compliance with laws and regulations.
•
Our audit procedures were designed to respond to risks of material misstatement in the consolidated annual report and financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Independent Auditor's Report To The Members of Equitix Giraffe Holdco Limited (Continued)
We focussed on laws and regulations that could give rise to a material misstatement in the company's consolidated annual report and financial statements. Our tests included, but were not limited to:
•
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
•
Reviewing minutes of meetings of those charged with governance;
•
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
•
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
•
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
•
Performing analytical procedures to identify any unexpected movements which may indicate irregularities and substantiated the explanations given for these movements.
•
Reviewing the accounting policies and the application of these policies to ensure compliance with the standard and consistency of application.
•
Specific consideration was given to transactions with related parties.
There are inherent limitations in an audit of financial statements and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would be to become aware of it. We also addressed the risk of management override of internal controls, including reviewing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's shareholder, 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 shareholder 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 shareholder as a body, for our audit work, for this report, or for the opinions we have formed.
_______________________
.
Anthony Gillham (Senior Statutory Auditor)
Chartered Accountants & Statutory Auditors
.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Consolidated Statement of Comprehensive Income and Retained Earnings
Notes
Group
2025
£
Group
2024
£
Turnover
2
4,627,903
4,841,935
Cost of sales
1,926,946
1,794,569
Gross profit
2,700,957
3,047,366
Other operating income
3
304,900
Administrative expenses
(1,546,973)
(1,418,566)
Operating profit
4
1,153,984
1,933,700
Interest receivable and similar income
6
38,013
11,068
Interest payable and similar expenses
7
1,728,096
1,744,745
(Loss) / profit before taxation
536,099
200,023
Tax on (loss) / profit
8
154,735
339,371
Loss for the year
690,834
139,348
Loss for the year attributable to:
Owners of Parent
(690,834)
(139,348)
All the activities of the company are from continuing operations.
The notes on pages 12 to 23 form part of these consolidated annual report and financial statements.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Consolidated Statement of Financial Position
Notes
Group
2025
£
Group
2024
£
Company
2025
£
Company
2024
£
Intangible assets
10
11,568,966
12,653,557
-
-
Tangible assets
11
4,193,574
5,062,672
-
-
15,762,540
17,716,229
100
100
Debtors: Amounts falling due within one year
13
1,745,846
2,854,536
18,165,155
17,481,017
Current asset investments
14
435,173
422,887
-
-
Cash at bank and in hand
1,048,019
934,102
-
-
3,229,038
4,211,525
18,165,155
17,481,017
Creditors: amounts falling due within one year
15
(2,494,832)
(3,598,980)
(26,399)
(19,280)
Net current assets
734,206
612,545
18,138,756
17,461,737
Total assets less current liabilities
16,496,746
18,328,774
18,138,856
17,461,837
Creditors: amounts falling due after more than one year
16
(21,668,881)
(22,657,637)
(18,165,155)
(17,481,017)
Provision for liabilities
(741,869)
(894,307)
-
-
Net liabilities
5,914,004
5,223,170
(26,299)
(19,180)
Called up share capital
20
100
100
100
100
Profit and loss account
(5,914,104)
(5,223,270)
(26,399)
(19,280)
Shareholder's deficit
(5,914,004)
(5,223,170)
(26,299)
(19,180)
The loss for the financial year of the parent company was £7,119 (2024: £6,780 loss)
The parent company has taken the exemption from preparing a separate statement of comprehensive income as permitted under section 408 of Companies Act 2006.
The consolidated annual report and financial statements were approved and authorised for issue by the Board of Directors on directors of the company on 30 June 2026.
Signed on behalf of the Board of Directors
_______________________
_______________________
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Statements of Changes in Equity - Group
Called up share capital
£
Profit and loss account
£
Total
£
Balance at 1 January 2024
100
(5,083,922)
(5,083,822)
Loss for the year
-
(139,348)
(139,348)
Balance at 31 December 2024
100
(5,223,270)
(5,223,170)
Balance at 1 January 2025
100
(5,223,270)
(5,223,170)
Loss for the year
-
(690,834)
(690,834)
Balance at 31 December 2025
100
(5,914,104)
(5,914,004)
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Statements of Changes in Equity - Company
Called up share capital
£
Profit and loss account
£
Total
£
Balance at 1 January 2024
100
(12,500)
(12,400)
Loss for the year
-
(6,780)
(6,780)
Balance at 31 December 2024
100
(19,280)
(19,180)
Balance at 01 January 2025
100
(19,280)
(19,180)
Loss for the year
-
(7,119)
(7,119)
Balance at 31 December 2025
100
(26,399)
(26,299)
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
1. Summary of significant accounting policies
1.1 General information and basis of preparation
The consolidated annual report and financial statements comprising the Consolidated Statement of Comprehensive Income and Retained Earnings, the Consolidated Statement of Financial Position and the related notes constitute the consolidated financial statements of Equitix Giraffe Holdco Limited for the financial year ended 31 December 2025.
Equitix Giraffe Holdco Limited is a private company limited by shares, registered in England and Wales. The address of the registered office and registration number is given in the company information on page 2 of these consolidated annual report and financial statements.
The consolidated annual report and financial statements have been prepared in accordance with applicable United Kingdom accounting standards including Financial Reporting Standard 102 - The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102), and the Companies Act 2006. The consolidated annual report and financial statements have been prepared under the historical cost convention, modified to include certain items at fair value. The consolidated annual report and financial statements are prepared in sterling (£) which is the functional currency of the Group and rounded to the nearest £.
The nature of the company's operations and principal activities continued to be that of the operation of an on-shore wind farm
located in Kessingland, Norfolk.
The Parent Company has taken advantage of the Section 408 exemption not to present its individual income statement as it has prepared consolidated accounts.
The consolidated annual report and financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors consider that the Group has adequate resources to continue its operational existence for the foreseeable future, notwithstanding the fact that the Group had net liabilities of £6,322,480 (2024 - £5,693,382) at the year end. The basis of this expectation is because the Group's subsidiaries, Equitix Kessingland Limited and Equitix Wern Ddu Limited, have generated sufficient income to support its working capital. The projects are generating sufficient cash flows to meet their obligations when they fall due. The net liabilities position is due to a loan with the parent, which is not repayable until 2043. Furthermore, the Group may re-borrow parts of the facility if required. Therefore, the financial statements have been prepared on the assumption that the Group will continue as a going concern.
The group has entered into long-term contracts with both customers and suppliers, and after careful review of these contracts, the directors are confident that the group can operate as normal for at least the next twelve months from the approval of these financial statements. The directors have committed to carrying out regular reviews of the group's cash flows, and regular reviews of forecasts to monitor the ongoing situation.
1.3 Basis of consolidation
The consolidated financial statements present the results of the Parent and and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
Equitix Wern Ddu Limited and Equitix Kessingland Limited have been included in the Group financial statements using the purchase method of accounting, as detailed above.
1.4 Judgements and key sources of estimation uncertainty
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of tangible fixed assets
Determining whether tangible fixed assets require impairment necessitates an estimation of the value in use of the related assets. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the asset and the pre-tax discount rate in order to calculate present value. Forecast wind volumes are based on wind studies carried out at the commencement of each project, adjusted for experience as necessary. Electricity prices are determined with reference to externally sourced forward price curves, on contracted rates as appropriate. Forecasts cover the expected life of each project. There is no evidence of impairment.
Estimation of tangible fixed asset useful lives
The useful life used to depreciate tangible fixed assets relates to expected future performance of the assets acquired and management's estimate of the period over which economic benefits will be derived from the asset. There is no evidence of any changes to the asset useful lives.
Turnover, which is stated net of value added tax, represents amounts received or receivable in relation to the Group's principal activities in the United Kingdom.
Turnover from the supply of electricity and associated benefits represents the value of electricity generated under contracts to the extent that there is a right to consideration and is measured and recorded at the fair value of consideration due.
The Group recognises turnover when performance obligations have been satisfied which is when electricity has been generated and transferred to the customer along with the associated benefits and the customer subsequently has control of these.
The directors consider that there is only one class of business and hence segmental information by class is not provided. The total turnover of the Group for the financial year has been derived from its principal activity wholly undertaken in the UK.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
1.6 Intangible assets - goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income or loss expected life, which is 18 years.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
1.7 Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
Asset class
Useful life / depreciation rate
Plant and machinery
Straight line over 20 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
1.9 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
1.10 Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the statement of financial position date in the countries where the Group operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the statement of financial position date, except that:
•
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
•
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
•
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.
1.11 Financial instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
1.12 Operating lease commitments
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight-line basis over the term of the relevant lease where another more systematic basis is more representative of the time pattern which economic benefits from the lease asset are consumed.
The analysis of turnover by activity is as follows:
Group
2025
£
Group
2024
£
Income from sale of electricity
4,627,903
4,841,935
Total turnover
4,627,903
4,841,935
The analysis of turnover by geographical area is as follows:
Group
2025
£
Group
2024
£
United Kingdom
4,627,903
4,841,935
Total turnover
4,627,903
4,841,935
3. Other operating income
Other operating income comprises:
Group
2025
£
Group
2024
£
Other operating income
-
304,900
Total other income
-
304,900
Included within other operating income are receipts from a liquidated damages settlement.
Operating profit is stated after charging / (crediting):
Group
2025
£
Group
2024
£
Depreciation of tangible fixed assets
869,098
869,097
Amortisation of intangible fixed assets
1,084,591
1,084,591
Lease payments
224,636
257,424
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
The Company had no employees during the year (2024 - none). The directors are remunerated by shareholding companies for their services to the group as a whole. A recharge is made for these services.
6. Interest receivable and similar income
Interest receivable and similar income
Group
2025
£
Group
2024
£
Interest on bank deposits
38,013
11,068
Total other interest receivable and similar income
38,013
11,068
7. Interest payable and similar expenses
Interest payable and similar expenses included in profit or loss:
Group
2025
£
Group
2024
£
Interest payable to group undertakings
1,505,729
1,509,855
Bank interest payable
222,367
234,890
Total interest payable and similar expenses
1,728,096
1,744,745
Group
2025
£
Group
2024
£
UK corporation tax
307,173
(479,743)
Adjustments in respect of previous periods
-
-
Total current tax
307,173
(479,743)
Origination and reversal of timing differences
(152,438)
140,372
Tax on profit on ordinary activities
154,735
(339,371)
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
Reconciliation of tax charge
Group
2025
£
Group
2024
£
Profit before tax from operations
(536,099)
200,023
Corporation tax calculated at 25.0%
(134,025)
50,006
-
Fixed asset differences
18,340
16,089
-
Expenses not deductible for tax purposes
270,553
-
-
Movement in deferred tax not recognised
(133)
-
-
Change in unrecognised deferred tax assets
-
273,276
-
External group relief in respect of prior years
(479,774)
(737,356)
-
Effect of prior year restatement adjustments
-
58,614
-
Payment/(receipt) for group relief
479,774
-
Tax charge for the period
154,735
(339,371)
9. Parent company profit for the year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £7,119 (2024 - £6,780).
10. Intangible fixed assets
Reconciliation of changes in intangible assets
At 01 January 2025
18,980,338
At 31 December 2025
18,980,338
At 01 January 2025
(6,326,781)
At 31 December 2025
(7,411,372)
At 01 January 2025
12,653,557
At 31 December 2025
11,568,966
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
Balances at year end and movements for the year
Group
Plant and machinery
£
At 01 January 2025
10,177,247
At 31 December 2025
10,177,247
At 01 January 2025
5,114,575
Charge for the year
869,098
At 31 December 2025
5,983,673
At 01 January 2025
5,062,672
At 31 December 2025
4,193,574
12. Fixed asset investments
Investments in subsidiary companies
Direct subsidiary undertaking
The following was a direct subsidiary undertaking of the Company:
Name
Registered office
Principal activity
Class of shares
Holding
Equitix Giraffe Finco Limited
Unit G1 Ash Tree Court,Nottingham Business Park,
Nottingham, NG8 6PY
Provision of finance
Ordinary
100%
Indirect subsidiary undertakings
The following was an indirect subsidiary undertaking of the Company:
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
Equitix Kessingland Limited
Unit G1 Ash Tree Court,Nottingham Business Park,
Nottingham, NG8 6PY
Wind farm
Ordinary
100%
Equitix Wern Ddu Limited
Unit G1 Ash Tree Court,Nottingham Business Park, Nottingham, NG8 6PY
Wind farm
Ordinary
100%
Group
2025
£
Group
2024
£
Company
2025
£
Company
2024
£
Amounts falling due within one year
Trade debtors
130,308
328,808
-
-
Other debtors
-
171,628
-
-
Prepayments and accrued income
1,134,776
771,713
-
-
Amounts owed by group undertakings
1,018
720,774
18,165,155
17,481,017
Tax recoverable
479,744
861,613
-
-
1,745,846
2,854,536
18,165,155
17,481,017
Included within amounts owed by group undertakings is a shareholder loan of £16,730,326 (2024 - £16,730,326) which bears an interest rate of 9% per annum, which is repayable on demand. There is also cumulative accrued interest on the balance of £1,435,597 (2024 - £751,458).
14. Current asset investments
Group
2025
£
Group
2024
£
Company
2025
£
Company
2024
£
Short term cash deposit
435,173
422,887
-
-
15. Creditors: amounts falling due within one year
Group
2025
£
Group
2024
£
Company
2025
£
Company
2024
£
Trade creditors
33,211
31,631
-
-
Other creditors
39,740
-
-
-
Bank loans (Note 17)
1,372,810
1,385,282
-
-
Accruals and deferred income
219,852
176,053
7,119
6,780
Amounts owed to group undertakings
479,393
1,458,129
19,280
12,500
Corporation tax
297,577
479,744
-
-
Value added tax
52,249
68,141
-
-
2,494,832
3,598,980
26,399
19,280
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
16. Creditors: amounts falling due after more than one year
Group
2025
£
Group
2024
£
Company
2025
£
Company
2024
£
Bank loans (Note 17)
3,503,726
5,176,620
-
-
Loan from shareholder
18,165,155
17,481,017
18,165,155
17,481,017
21,668,881
22,657,637
18,165,155
17,481,017
Details of the terms of repayment and the rates of interest payable on the amounts repayable more than five years after the balance sheet date are listed in Note 17.
Analysis of the maturity of loans is given below:
Group
2025
£
Group
2024
£
Company
2025
£
Company
2024
£
Amounts falling due within one year
Bank loans
1,372,810
1,385,282
-
-
Amounts falling due after more than one year
Group
2025
£
Group
2024
£
Company
2025
£
Company
2024
£
Bank loans
3,503,726
5,176,620
-
-
Amounts owed to group undertaking and related parties
18,165,155
17,481,017
18,165,155
17,481,017
23,041,691
24,042,919
18,165,155
17,481,017
Bank loans of £4,876,536 (2024 - £6,561,902) comprise several loan facilities from Triodos Bank NV, of which Tranche 3 bears interest at a fixed rate of 4.37%, Tranche 4 bears interest at a fixed rate of 4.57%, Tranche 5 bears interest at a fixed rate of 1.871%, Tranche 6 bears interest at a fixed rate of 2.027%, Tranche 7 bears interest at a fixed rate of 2.21%, Tranche C bears interest at a fixed rate of 5.23%, Tranche D bears interest at a fixed rate of 1.87%, Tranche E bears interest at a fixed rate of 1.97%, Tranche F bears interest at a fixed rate of 2.06%, and Tranche G bears interest at a fixed rate of 2.512% for the term of the loans. Also included within the loan balance is £157,681 (2024 - £201,642) relating to finance costs.
All bank loans are secured by way of a fixed charge over the Group's assets. The final repayment for Tranches C and E bank loans was made in September 2025, with the final repayment for the remaining bank loans being 21 December 2026 for Tranches 4 and 6, 30 September 2027 for Tranche F, 21 December 2028 for Tranche 7, and 31 December 2029 for Tranche G.
Amounts owed to group undertakings includes an external shareholder loan of £16,729,559 (2024 - £16,729,559) which bears an interest rate of 9% per annum, which is contractually repayable on 8 June 2043. There is also cumulative accrued interest on the balance of £1,435,597 (2024 - £751,458).
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
Reconciliation of deferred tax movements
Opening balance at 01 January 2025
(894,307)
(Charged) / credited to profit or loss
152,438
Closing balance at 31 December 2025
(741,869)
As at 31 December 2025, the group had the following future minimum lease payments due under non-cancellable operating leases for each of the following periods:
Group
2025
£
Group
2024
£
Group
2025
£
Group
2024
£
Not later than 1 year
173,139
172,947
173,139
172,947
Later than 1 year and not later than 5 years
680,132
698,723
680,132
698,723
Later than 5 years
1,296,240
1,135,831
1,296,240
1,135,831
20. Called up share capital
Authorised, alloted, called up and fully paid
Group
2025
£
Group
2024
£
100 Ordinary shares of £1 each
100
100
21. Related party transactions
During the year the Group paid £65,156 (2024 - £50,349) to Equitix Management Services Limited, a company with common control, for management services provided during the year. At the reporting date £4,866 (2024 - £4,696) of the management services fees remained outstanding within trade creditors.
The Company's immediate parent company is Equitix Infrastructure 5A Limited, which is registered in England and Wales. The registered office address is 3rd Floor (South), 200 Aldersgate Street, London, EC14 4HD.
The Company's ultimate parent and controlling entity is Equitix Fund V LP, a limited partnership registered in England and Wales. The registered office address is 3rd Floor (South), 200 Aldersgate Street, London, EC14 4HD.
Equitix Giraffe Holdco Limited
Consolidated Annual Report and Financial Statements for the year ended 31 December 2025
Notes to the Consolidated Annual Report and Financial Statements
23. Prior period adjustment
An error has been identified in the previous year in respect of group relief incorrectly being netted off the tax charge in respect of relief relating to 2023. This resulted in an error to the tax charge of £737,356, which impacted profit after tax by the same amount. The balance sheet was impacted by the same amount and amounts owed to group undertakings has now been corrected.
Appendix - Additional XBRL Tags and Values
Accounting standards applied
Accounts status, audited or unaudited
Average number of employees during the period
Creditors [Multiple Tags or Values]
Creditors [Multiple Tags or Values]
Date of authorisation of financial statements for issue
Director signing Directors' Report
Director signing financial statements
End date for period covered by report
Entity current legal or registered name
Equitix Giraffe Holdco Limited
Entity is dormant [true/false]
Equity [Multiple Tags or Values]
Equity [Multiple Tags or Values]
Name of individual auditor
Name of production software
Name of senior statutory auditor
Other operating expenses, format 2 [Multiple Tags or Values]
Other operating expenses, format 2 [Multiple Tags or Values]
Own shares [Multiple Tags or Values]
Own shares [Multiple Tags or Values]
Profit (loss) [Multiple Tags or Values]
Profit (loss), attributable to non-controlling interests [Multiple Tags or Values]
Start date for period covered by report
Total assets [Multiple Tags or Values]
Total assets [Multiple Tags or Values]
UK Companies House registered number
Version of production software
Other operating income, format 2