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Registered number: 16133983
ILOS NEW ENERGY UK DEVELOPMENTS LTD
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
COMPANY INFORMATION
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Barnes Roffe Audit Limited
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Chartered Accountants & Statutory Auditor
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
CONTENTS
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Independent auditor's report
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Consolidated statement of profit or loss and other comprehensive income
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Consolidated statement of financial position
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Company statement of financial position
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Notes to the consolidated financial statements
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The principal activity of the Group in the year under review was the development of solar photovoltaic (PV) installations across the UK. The group's primary purpose is to generate clean energy and contribute to the UK's renewable energy targets.
Over a typical three-year development period, the Group progresses sites from greenfield land to fully consented, construction-ready assets. This process includes identifying suitable land through targeted marketing strategies, securing exclusivity via option agreements, and managing both pre-application and full planning submissions with local authorities.
In parallel, the Group oversees grid connection applications, including the Gate 2 process, working closely with NESO and relevant grid operators.
Once a project reaches ready-to-build (RTB) status and achieves a valuate, the assets paper approvals achieved are transferred into a Special Purpose Vehicle (SPV) and subsequently moved into ILOS New Energy UK Developments Ltd, the Group's incubator company, where it progresses into the construction phase.
During the year ended 31 December 2025, the Group continued to progress the development of its portfolio of solar PV projects in the United Kingdom.
The Company is primarily funded through a combination of shareholder funding and external debt financing, which is used to support the development and construction of its solar projects. Revenues may be generated through the sale of projects at ready to build stage RTB and by billing of professional services into the SPVs by ILOS New Energy UK Limited for supporting services needed through construction.
The directors continue to focus on advancing the Group’s development pipeline and supporting the construction and delivery of solar projects in line with the Group’s long-term strategy.
Financial key performance indicators
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The Group's financial key performance indicators for the year are as follows:
Gross loss £78,604 (2024 - £612,795 profit)
Loss before taxation £2,826,738 (2024 - £1,417,565 loss)
Net liabilities £6,491,436 (2024 - £3,664,698 net liabilities)
Assets under construction £2,329,210 (2024 - £1,245,585)
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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The Group is exposed to a number of risks and uncertainties which may affect its performance and financial position.
Market risk
The Group is exposed to legislative changes from Government regarding grid applications due to the Grid Reform impacting connection dates for the sites. Planning policy may alter with changes of Government, fluctuations in wholesale electricity prices which may impact revenues generated from electricity sales. Supplier costs are reducing. CFDs will continue until Round 9.
Operational risk
Operational risks include potential delays in project development, equipment failure and maintenance requirements which may affect electricity generation.
Financial risk
The Group is exposed to interest rate risk and refinancing risk associated with debt financing used to fund project development and construction. The Group’s funding structure includes a combination of equity and debt and is therefore exposed to risks associated with financing availability and cost of capital. ILOS Group has an investment commitment of £600 million from BNP Paribas to support its business model.
Regulatory risk
Changes in government policy, planning regulations or regulatory frameworks relating to renewable energy may affect the financial performance of existing and future projects.
The directors monitor these risks on an ongoing basis and seek to mitigate them through appropriate operational and financial management.
Sustainability and corporate responsibility
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Environmental Initiatives: Initiatives include adopting more efficient solar technologies where possible, reducing waste in the installation process and ensuring the modules and equipment at the end of term is recycled.
Social Responsibility: Engagement with local communities through community benefit and investment programmes and support for local renewable energy initiatives.
Governance Practices: Commitment to transparency, ethical business practices, and compliance with regulatory requirements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors intend to continue developing the Group’s portfolio of solar PV assets in the United Kingdom. This consists of 29 projects with a total of 1053MWP.
The Group will also continue to assess opportunities to enhance its portfolio, including the integration of energy storage solutions and behind-the-meter installations directly to its datacentre and corporate clients.
The directors believe that the Group is well positioned to benefit from the continued growth of the UK renewable energy sector.
This report was approved by the board on 11 September 2026 and signed on its behalf.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Group strategic report, Directors' report and the consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The principal actvity of the company is that of a holding company.
The loss for the period, after taxation, amounted to £2,826,738 (2024 - loss £1,417,565).
At the balance sheet date, the company had net liabilities of £6,491,436 (2024 - net liability £3,664,698).
The directors do not recommend the payment of a final dividend during the year (2024 - £Nil).
The directors who served during the period were:
K H Covill (appointed 13 December 2024)
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S Klos (appointed 13 December 2024)
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The group is looking to further develop the projects within the subsidiary companies and push towards energisation of the solar farms.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
During the year Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and is successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ILOS NEW ENERGY UK DEVELOPMENTS LTD
We have audited the financial statements of ILOS New Energy UK Developments Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2025 which comprise the Consolidated statement of profit or loss and other comprehensive income, the Consolidated statement of financial position, the Company Statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company Statement of changes in equity and the related notes, including a summary of material accounting policies set out on pages 17 - 21. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
In our opinion:
∙the financial statements give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 December 2025 and of the Group's loss for the period then ended;
∙the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and
∙the financial statements have been 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 financial statements section of our report. We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
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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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ILOS NEW ENERGY UK DEVELOPMENTS LTD (CONTINUED)
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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement on page 4, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ILOS NEW ENERGY UK DEVELOPMENTS LTD (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with the applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with the director and other management, and from our commercial knowledge and experience of the relevant sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;
∙we assessed the extent of the compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
∙We also assessed whether judgments and assumptions made in determining the accounting estimates were indicative of potential bias, and investigated the rationale behind significant or unusual transactions.
The areas we identified as being susceptible to misstatement through fraud were:
∙Management bias in the estimates and judgments made; and
∙Management override of controls.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ILOS NEW ENERGY UK DEVELOPMENTS LTD (CONTINUED)
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. 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.
Graham Wallace (Senior statutory auditor)
for and on behalf of
Barnes Roffe Audit Limited
Chartered Accountants & Statutory Auditor
Leytonstone House
Leytonstone
London
E11 1GA
11 September 2026
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total comprehensive income
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The notes on pages 17 to 30 form part of these financial statements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
REGISTERED NUMBER: 16133983
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Issued capital and reserves attributable to owners of the parent
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The financial statements on pages 10 to 30 were approved and authorised for issue by the board of directors on 11 September 2026 and were signed on its behalf by:
The notes on pages 17 to 30 form part of these financial statements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
REGISTERED NUMBER: 16133983
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Trade and other receivables
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Trade and other liabilities
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Issued capital and reserves attributable to owners of the parent
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The Company had a long period of account, starting from its incorporation date of 13th December 2024. Hence, there is no comparative to show on its individual financial statements.
The financial statements on pages 10 to 30 were approved and authorised for issue by the board of directors on 11 September 2026 and were signed on its behalf by:
The notes on pages 17 to 30 form part of these financial statements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total attributable to equity holders of parent
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Total comprehensive income for the period
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Total comprehensive income for the period
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The notes on pages 17 to 30 form part of these financial statements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total contributions by and distributions to owners
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The notes on pages 17 to 30 form part of these financial statements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Amortisation of intangible fixed assets
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Movements in working capital:
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(Increase)/decrease in trade and other receivables
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Increase in trade and other payables
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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Sale of property, plant and equipment
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Net cash used in investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net decrease in cash and cash equivalents
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Cash and cash equivalents at the beginning of period
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Cash and cash equivalents at the end of the period
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The notes on pages 17 to 30 form part of these financial statements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
ILOS New Energy UK Developments Ltd (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is at Leytonstone House 3 Hanbury Drive, Leytonstone, E11 1GA. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in the production of electricity.
The Group's consolidated and the company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs).
Details of the Group's accounting policies, including changes during the period, are included in note 4. The company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own statement of comprehensive income in these financial statements.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.
2.1 Basis of measurement
The financial statements have been prepared on the historical cost basis.
2.2 Changes in accounting policies
i) New standards, interpretations and amendments effective from 1 January 2025
There are not expected to be any new or amended accounting standards that are not yet in effect that will have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
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Functional and presentation currency
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These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
4.Accounting policies
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
∙potential voting rights held by the Company, other vote holders or other parties;
∙rights arising from other contractual arrangements; and
∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
The consolidated financial statements have been prepared on the basis that the results for the Group are shown in the year to 31 December 2025, representing a set of twelve month current and comparative results. This disclosure is considered to provide a true and fair view of the consolidated results for the Group.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
4.Accounting policies (continued)
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Basis of consolidation (continued)
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Changes in the Group's ownership interests in existing subsidiaries
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Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. Creditors consist of balances due to the ultimate controlling party, and other companies under common control. Assurances have been obtained from these parties that they will continue to support the group for a period of not less than 12 months from the date of approval of the annual report and financial statements.
During the period ended 31 December 2025 the Company undertook a common control combination, through the issue of new Ordinary Shares in exchange for 100% of the entities listed in Note 11, all under common control. The directors considered the business combination to be a common control combination, as the combining entities were ultimately controlled by the same parties both before and after the combination and the common control was not transitionary. As a common control combination, the transaction was outside the scope of IFRS 3 ('Business Combinations') and the Directors therefore considered the nature of the transaction and decided that the predecessor value method would be most appropriate for preparing the consolidated financial statements.
The predecessor value method involves accounting for the assets and liabilities of the acquired business using existing carrying values rather than at fair values, as a result no goodwill arose on the combination.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
4.Accounting policies (continued)
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.
For the purposes of presenting these consolidated financial statements, the assets and liabilities of the group's foreign operations are translated into pounds using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).
The financial statements are prepared in Sterling, which is considered to be the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £1.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
4.Accounting policies (continued)
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
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(ii) Current tax for the period
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Current tax is recognised in profit or loss, except when it relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current tax is also recognised in other comprehensive income or directly in equity respectively. Where current tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
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Property, plant and equipment
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Items of property, plant and equipment are measured at 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.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation on assets under construction does not commence until they are complete and available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided on the following basis:
Borrowing costs are apportioned between the loan utilised for the overhead expenditure or for the cost of assets under construction. Included within fixed assets of the group is capitalised interest of £208,102 (2024 - £130,912). Interest is charged at the rates implicit of the loan agreements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
4.Accounting policies (continued)
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Intangible assets acquired separately
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Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
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Cash and cash equivalents
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Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
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Accounting estimates and judgments
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The preparation of the financial statements in accordance with UK adopted international accounting standards required the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies.
Estimates and judgments are continually evaluated, and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
No significant judgments have had to be made by management in preparing these financial statements.
The key sources of estimation uncertainty at the reporting date that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the financial year are:
i) Impairment of tangible fixed assets
The Company is required to consider assets for impairment where such indicators exist based on the likelihood of the continuation of existing projects. The use of these methods may require the estimation of future cash flows.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The average number of employees, including directors, during the period was 2 (2024 - 2).
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The following is an analysis of the Group's revenue for the period from continuing operations:
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All revenue during the year is attributable to the United Kingdom.
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During the period, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Group's auditors for other non-audit services
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Finance income and expense
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Recognised in profit or loss
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Net finance expense recognised in profit or loss
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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10.1 Income tax recognised in profit or loss
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The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:
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Tax using the Company's domestic tax rate of 25% (2024:25%)
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Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
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Capital allowances for the year in excess of depreciation
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Utilisation of tax losses
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Other timing differences leading to an increase/(decrease) in taxation
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Unrelieved tax losses carried forward
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Changes in tax rates and factors affecting the future tax charges
There were no factors that may affect future tax charges.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Property, plant and equipment
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Assets under construction
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Assets under construction
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Accumulated depreciation and impairment
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Charge owned for the period
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Charge owned for the period
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Accumulated amortisation and impairment
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Charge for the year - owned
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Charge for the period - owned
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Details of the Group's material subsidiaries at the end of the reporting period are as follows:
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Place of incorporation and operation
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Proportion of ownership interest and voting power held by the Group (%)
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1) ILOS New Energy UK Ltd
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Production of electricity
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Production of electricity
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3) ILOS Little Flanchford Ltd
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Production of electricity
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Production of electricity
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Production of electricity
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Production of electricity
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ILOS Firsby Lane Ltd (company number: 14239170), ILOS Little Flanchford Ltd (company number: 14239175), Spring Dev 06 Limited (company number: 12515627), ILOS Hoopers Pool Ltd (company number: 14239204) and ILOS Hunston Ltd (company number: 14240756) are all exempt from the requirement for an audit for the year ended 31 December 2025 as ILOS New Energy UK Developments Ltd is providing a guarantee under section 479A of the Companies Act in respect of that period.
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Investments in subsidiary companies
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Trade and other receivables
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Amounts owed by connected companies
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Prepayments and accrued income
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Total current trade and other receivables
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Amounts owed from connected companies
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Total current trade and other receivables
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Amounts owed by connected companies
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total current trade and other payables
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Amounts owed by connected companies
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Total current trade and other payables
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Ordinary shares of £100.00 each
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Ordinary shares of £100.00 each
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Retained earnings
This reserve relates to cumulative retained earnings less amounts distributed to shareholders.
i) Leases as a lessee
The Group has incurred £4,800 (2024 - £24,911) of expenses in the profit or loss account in relation to short-term leases.
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Related party transactions
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Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
Included within debtors are amounts of £153,658 (2024 - £228,444) owed by companies under common control.
Included within creditors are amounts of £8,573,872 (2024 - £4,966,186) owed to companies under common control. Interest is charged on these loans at the rates implicit on the loan agreements.
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ILOS NEW ENERGY UK DEVELOPMENTS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The immediate parent company is ILOS UK Invest GmbH. The ultimate controlling party is considered to be ILOS Projects GmbH & Co. KG.
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Notes supporting statement of cash flows
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Cash at bank available on demand
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Cash and cash equivalents in the statement of financial position
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Cash and cash equivalents in the statement of cash flows
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The group manages its capital to ensure its ability to continue as a going concern and to maintain an optimal capital structure to reduce cost of capital. The capital structure of the group comprises equity attributable to equity holders of the group consisting of issued ordinary share capital, reserves and retained earnings as disclosed in the statement of changes of equity.
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Financial risk management
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The quantitative data disclosed in the financial statements as at the end of the reporting period is considered to be sufficiently representative of the entity's exposure to risk and its concentration.
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Events after the reporting date
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There have been no events since the balance sheet date that the Group needs to report on.
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