Company registration number 7789995 (England and Wales)
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
COMPANY INFORMATION
Directors
J Garnsey
B Osborne
A Badiola Sancho
Secretary
P Sainsbury
Company number
7789995
Registered office
Windmill Hill Business Park
Whitehill Way
Swindon
Wiltshire
United Kingdom
SN5 6PB
Auditor
Deloitte LLP
Statutory Auditor
2 New Street Square
London
United Kingdom
EC4A 3BZ
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 16
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present their Annual Report and the Audited Financial Statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company continued to be that of holding of investments in Sofia Offshore Wind Farm Limited situated in England.
Future developments
The company is expected to continue to hold investments in Sofia Offshore Wind Farm Limited in the future. The subsidiary will continue the development and construction of an offshore wind farm off the coast of Teesside. First power was generated in April 2026 with full operation due to occur later in 2026. Moving forward the principal activity will be the operation of the wind farm. As at March 2026 76% of the turbines were installed.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend (2024: £nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Garnsey
B Osborne
A Badiola Sancho
Qualifying third party indemnity provisions
RWE AG, the ultimate parent company, has made qualifying third party indemnity provisions for the benefit of the company’s directors during the year. These provisions remain in force at the date of approval of the financial statements.
Directors' insurance
The company maintains insurance policies on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the company.
Financial instruments
Financial risk management
The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and related finance costs. The company's operations expose it to a few financial risks which are set out below.
Liquidity and cash flow risk
The company continues to receive financial support from the RWE Group cash pooling mechanism through the ultimate parent undertaking, RWE AG, providing short term liquidity within agreed limits. The company also has access to long term loans through RWE AG where necessary. The company receive financial support from the parent company, RWE Renewables UK Swindon Limited. Due to these factors the company is not subject to liquidity or cash flow risk.
Interest rate risk
The company’s activities expose it to interest rate risk. The company’s risk management programme seeks to minimise potential adverse effects on the company’s financial performance arising from the unpredictability of financial markets.
Currency risk
The company has no significant exposure to currency risk.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Credit risk
The company has no significant exposure to credit risk.
Price risk
The company has no significant exposure to price risk.
Current market and political risks
Significant economic uncertainty exists resulting from the ongoing conflict in the Middle East. Uncertainty concerning the export of oil, gas and other commodities from the Persian Gulf is expected to lead to a global increase in inflation. The directors anticipate that this will adversely affect the prices at which the company procures goods and services, including through index-linked contracts, and have factored this into the business plan and forecasts. Although it is not possible to anticipate the development of the conflict and its potential consequences, the company is not currently exposed to significant supply chain risks. The directors will continue to monitor developments and will carefully consider the risks and appropriate mitigation strategies when awarding future contracts.
Independent auditor
The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Directors' confirmations
Each of the persons who is a director at the date of approval of this report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware; and
the director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Going Concern
The directors have fully considered the risks and uncertainties of the company's cash flow forecasts and projections.
Notwithstanding the net current liability position of the company at the year end, the going concern basis is considered to be appropriate by the directors as RWE AG, the ultimate parent company, has committed to providing financial support for any financial obligations falling due for the 12 months following the date of the signing of the financial statements. The directors have made appropriate enquiries as to the ability of RWE AG to provide such support.
On this basis, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from date of signing. Thus, they continue to adopt the going concern basis in preparing the annual financial statements.
Small company provisions
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 414B of the Companies Act 2006 in not preparing a Strategic report.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
On behalf of the board
B Osborne
Director
3 September 2026
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 “Reduced Disclosure Framework”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
- 5 -
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Sofia Offshore Wind Farm Holdings Limited (the ‘company’):
give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its result for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the statement of comprehensive income;
the statement of financial position;
the statement of changes in equity; and
the related notes 1 to 13.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 “Reduced Disclosure Framework”(United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED (CONTINUED)
- 6 -
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.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included environmental regulations, health and safety regulations and data protection regulations.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED (CONTINUED)
- 7 -
We discussed among the audit engagement team and relevant internal specialists, including IT and Analytics specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance , reviewing internal audit reports and reviewing correspondence with HMRC and Ofgem.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors’ report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.
We have nothing to report in respect of these matters.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED (CONTINUED)
- 8 -
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
William Brooks FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
3 September 2026
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Administrative expenses
(30)
Operating loss
(30)
-
Finance costs
6
(1)
Loss before taxation
(31)
-
Tax on loss
Loss and total comprehensive expense
(31)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
There is no other comprehensive (expense)/income. The notes on pages 12-16 form part of these financial statements.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Non-current assets
Investments
9
8
8
Current assets
Trade and other receivables
10
5
5
Current liabilities
Trade and other payables
11
(43)
(12)
Net current liabilities
(38)
(7)
Total assets less current liabilities
(30)
1
Equity
Called up share capital
12
1
1
Accumulated losses
(31)
Total equity
(30)
1
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 3 September 2026 and are signed on its behalf by:
B Osborne
Director
Company registration number 7789995 (England and Wales)
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Called up share capital
Accumulated losses
Total
£
£
£
Balance at 1 January 2024
1
1
Year ended 31 December 2024:
Loss and total comprehensive expense
-
-
-
Balance at 31 December 2024
1
1
Year ended 31 December 2025:
Loss and total comprehensive expense
-
(31)
(31)
Balance at 31 December 2025
1
(31)
(30)
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information
Sofia Offshore Wind Farm Holdings Limited is a private company limited by shares, incorporated in England and Wales. The registered office is Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, United Kingdom, SN5 6PB. The company's principal activities and nature of its operations are disclosed in the Directors' report.
1.1
Basis of preparation
The financial statements have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101) and in accordance with the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The material accounting policies adopted are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
As permitted by FRS 101, the company has taken advantage of the relevant disclosure exemptions from the list below that are available under that standard in relation to share based payments, financial instruments, capital management, presentation of a cash flow statement, presentation of comparative information in respect of certain assets, standards not yet effective, impairment of assets, business combinations, discontinued operations, related party transactions, revenue from contracts with customers and leases.
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share based Payment;
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64 (o)(ii), B64(p), B64(q)(ii), B66 and B67of IFRS 3 Business Combinations. Equivalent disclosures are included in the consolidated financial statements of RWE AG in which the entity is consolidated;
the requirements of paragraph 33 (c) of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations;
the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers; and
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details of indebtedness required by paragraph 61(1) of Schedule 1 to the Regulations is presented separately for lease liabilities and other liabilities, and in total;
the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and Equipment (iii) paragraph 118 (e) of IAS 38 Intangibles Assets and (iv) paragraphs 76 and 79(d) of IAS 40 Investment Property;
the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 39 to 40 ,111 and 134-136 of IAS 1 Presentation of Financial Statements;
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
the requirements of paragraphs 88(c) and 88(d) of IAS 12 Income Taxes;
the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;
the requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Where required, equivalent disclosures are given in the group financial statements of RWE AG. The group financial statements of RWE AG are available to the public and can be obtained as set out in note 13.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Sofia Offshore Wind Farm Holdings Limited is a wholly owned subsidiary of RWE Renewables UK Swindon Limited and the results of Sofia Offshore Wind Farm Holdings Limited are included in the consolidated financial statements of RWE AG which are available from RWE AG, RWE Platz 1, 45141 Essen, Germany.
1.2
Going concern
The directors have fully considered the risks and uncertainties of the company's cash flow forecasts and projections. true
Notwithstanding the net current liability position of the company at the year end, the going concern basis is considered to be appropriate by the directors as RWE AG, the ultimate parent company, has committed to providing financial support for any financial obligations falling due for the 12 months following the date of the signing of the financial statements. The directors have made appropriate enquiries as to the ability of RWE AG to provide such support.
On this basis, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from date of signing. Thus, they continue to adopt the going concern basis in preparing the annual financial statements.
1.3
Non-current investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.4
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.
1.5
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g. trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of
impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
For trade receivables and contract assets, the company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables - see note 8.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.6
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of selling or repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
2
Adoption of new and revised standards and changes in accounting policies
There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2025 that have had a material impact on the company’s financial statements.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
3
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There are no estimates or judgements which require further disclosures.
4
Employees
The company has no employees for the year under review (2024: none). Employees of the RWE group are employed by a fellow group company.
5
Auditor's remuneration
Fees relating to the audit of Sofia Offshore Holdings Limited for the year were £11,877k (2024: £11,639k). These costs were charged to and paid by Sofia Offshore Wind Farm Limited. These fees will not be recharged to the company.
6
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
1
7
Directors' remuneration
The directors do not receive any remuneration from the company in respect of their services to the company. Instead, they are employed and paid by another related entity, RWE Renewables Management UK Limited. Due to the nature of the services provided and the number of entities to which it relates, it is not possible to meaningfully allocate the directors’ remuneration in respect of qualifying services to the company.
8
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 and 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Sofia Offshore Wind Farm Limited
England & Wales
Ordinary
100.00
All subsidiaries have the same registered address as the company as disclosed in note 1. The percentage held above indicates the company’s proportion of ordinary share holdings in each entity. All entities above are incorporated in the United Kingdom.
SOFIA OFFSHORE WIND FARM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
9
Investments
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
-
-
8
8
10
Trade and other receivables
2025
2024
£
£
Amounts owed by parent undertakings
5
5
Amounts owed by parent undertakings are unsecured, interest free and payable on demand.
11
Trade and other payables
2025
2024
£
£
Amounts owed to fellow group undertakings
43
12
Amounts owed to fellow group undertakings are unsecured, interest free and payable on demand.
12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Share of £1 each
1
1
1
1
13
Controlling party
The company's immediate parent is RWE Renewables UK Swindon Limited.
The ultimate parent company and controlling party is RWE AG, a company incorporated in Germany. Copies of RWE AG's financial statements are available upon request from RWE AG, RWE Platz 1, 45141 Essen, Germany.
The most senior parent entity producing publicly available financial statements is RWE AG.
The following are the parents of the smallest and largest groups in which these financial statements are consolidated, for which the country of incorporation and address of the registered office are disclosed above:
Largest group RWE AG
Smallest group RWE AG
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