CGN Energy UK Two Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 11737207 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

CGN Energy UK Two Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTOR:

W Zhao

SECRETARY:

Accomplish Secretaries Limited

REGISTERED OFFICE:

7th Floor

50 Broadway

London

SW1H 0DB

REGISTERED NUMBER:

11737207 (England and Wales)

AUDITORS:

Shinewing Wilson Accountancy Limited

Chartered Certified Accountants

and Statutory Auditors

9 St Clare Street

London

EC3N 1LQ

FIXED ASSETS

Investments

4

919,570

CURRENT ASSETS

Debtors

5

87,135

116,189

Investments

6

66,567

-

Cash at bank

895

1,194

154,597

117,383

CREDITORS

Amounts falling due within one year

7

19,889

24,965

NET CURRENT ASSETS

134,708

92,418

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,054,278

1,011,988

CAPITAL AND RESERVES

Called up share capital

8

5

Share premium

967,498

Retained earnings

86,775

44,485

SHAREHOLDERS' FUNDS

1,054,278

1,011,988

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 27 August 2026 and were signed by:

W Zhao - Director

1.	STATUTORY INFORMATION

CGN Energy UK Two Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is Brazilian Real ("R$").

All amounts in the financial statements and notes have been rounded off to the nearest thousand Brazilian Real ("R$'000"), unless otherwise stated.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

CGN Two remained in a strong financial position, with net current assets of Approx BRL 135 million, including cash and fixed deposit of Approx BRL 67 million. The Company also reported a profit before tax of Approx BRL 44 million for the year. The Director had a reasonable expectation that the Company had adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Director considered it appropriate to prepare the financial statements on a going concern basis.

Taxation

Taxation on the profit or loss for the year 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 or directly in equity, in which case it is recognised directly in equity or other comprehensive income. Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into Brazilian Real at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into Brazilian Real at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Distributions to equity holders

Dividends and other distributions to the group’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.

Dividend income

Dividend income is recognised when the right to receive payment is established.

Investments in associates

Investments in associates are stated at cost less provision for any impairment in value.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Impairment of financial assets

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

Fiancial 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 have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original elective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occuring after the impairment was recognised, the impairment is reversed. The reversal is such that the carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entity to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, and loans from group undertakings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest method.

Derecognition of financial liabilities

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless they are included in a hedging arrangement.

Share capital

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The company's ordinary shares are classified as equity instruments.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2024 - NIL ) .

4.	FIXED ASSET INVESTMENTS

Interest

in other

participating

interests

$'000

COST

At 1 January 2025

and 31 December 2025

919,570

NET BOOK VALUE

At 31 December 2025

919,570

At 31 December 2024

919,570

The interest represents 10.32% shareholding in CGN Brasil Energias e Participacoes S.A.

The current value of the company's investment in the associate was as follows:

31.12.25

31.12.24

R$'000

At 1 January

919,570

Share of profit

32,889

11,931

Dividends received

(38,045

)

(19,776

)

At 31 December

914,414

911,725

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

$'000

Amounts owed by group undertakings

87,135

116,189

Included in the amounts owed by group undertaking, R$86,295,640 (2024: R$115,276,658) represent the dividends receivable from the associate which are unsecured and repayable on demand. During the year, dividends income of R$38,045,299 (2024: R$19,775,761) were distributed from the associate.

6.	CURRENT ASSET INVESTMENTS

31.12.25

31.12.24

$'000

Current asset investment

66,567

-

The balance represents short-term fixed income investment products held with Santander Brasil.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

$'000

Amounts owed to group undertakings

19,565

24,711

Taxation and social security

61

-

Other creditors

263

254

19,889

24,965

Amounts owed to group undertakings are unsecured, carry no fixed interest charge and are repayable on demand.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

$'000

1,000

Ordinary

$1

5

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.

On incorporation, 100 ordinary shares of US$1 each were issued and fully paid by Always Fine International

Limited, which was the Company's immediate parent company at that time.

On 30 December 2019, the 100 ordinary shares of US$1 shares were redenominated into US$1.31 each and are sub-divided into 13,100 ordinary shares of US$0.01 each, a further 86,900 of ordinary shares of US$0.01 were allotted at US$2,294.42 each and fully paid by Always Fine International Limited, the total ordinary shares of 100,000 of US$0.01 each were consolidated into 1,000 ordinary shares of US$1.00 each on the same day.

During year 2024, the shares previously held by Always Fine International Limited were transferred to East Forever Limited, a limited company incorporated in the British Virgin Islands. Accordingly, East Forever Limited became the Company's immediate parent company.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Partha Ghosh FCCA (Senior Statutory Auditor)

for and on behalf of Shinewing Wilson Accountancy Limited

10.	RELATED PARTY DISCLOSURES

Except for the disclosure in Note 7, the company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11.	ULTIMATE CONTROLLING PARTY

The immediate parent company changed from Always Fine International Limited to East Forever Limited after Always Fine International Limited merged into East Forever during the year, a company registered in British Virgin Islands.

The ultimate controlling party is State-owned Assets Supervision and Administration Commission of the State Council ("SASAC" ), P.R. China.

The smallest group for which consolidated financial statements are prepared is China General Nuclear Power Group Corporation, as disclosed in the basis of preparation.