The directors present their Annual Report and the Audited Financial Statements for the year ended 31 December 2025.
The results for the year are set out on page 9.
No ordinary dividends were paid during the year (2024: nil). The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group 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 group.
The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs. The group's operations expose it to a few financial risks which are set out below.
The group manages its cash requirements in order to ensure the group has sufficient liquid resources to meet the operating needs of the business. The group requests cash funding from its shareholders in the form of shareholder loans in accordance with commitments made under the Shareholders' Agreement.
The group is not exposed to significant interest rate risk as 70% of the shareholder loan from the company's parent company is interest bearing which is at a fixed rate and 30% is non-interest bearing.
The majority of the group's transactions and balances are currently denominated in sterling and there is negligible foreign currency risk. In the future where transactions are to be made in a foreign currency the group will actively seek to hedge its exposure against movements in exchange rates through the use of forward contracts.
The group has no significant exposure to credit risk.
The group has no significant exposure to price risk.
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 group 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.
In the future, the principal activities of the business will be the construction and operation of an offshore wind farm off the coast of England in the southern North Sea.
The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
These financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the group will continue in existence for the foreseeable future. However, the directors are aware there is a material uncertainty related to going concern.
The material uncertainty arises from the dependency on the approval of the next round of loan funding by the shareholders. The directors believe that the group remains an attractive investment for shareholders based on the financial projections.
The primary activity of the company is as a holding company for its subsidiary whose principal activity is the development of an offshore wind farm. The financial obligations relating to the development spend are covered through shareholder loans as set out in the shareholders agreement in line with key milestones in the project.
Under the shareholders’ agreement the group’s financial obligations are covered by shareholder loans. The current approved loan funding covers financial commitments until December 2026. The next budget and associated shareholder funding is expected to be approved in January 2027, meanwhile the group is currently operating under interim measures, with budget allocated to priority matters.
The group has not entered into any contracts that expose it to financial commitments in excess of its current committed and approved shareholder funding. Therefore, the directors remain positive about the future direction of the business and confident that the shareholders will approve the funding. However, they also recognise that these circumstances constitute a material uncertainty which may cast significant doubt over the group and company's ability to continue as a going concern.
In the event that future funding is not approved, the group may be unable to realise its assets in full in the normal course of business, though the directors expect it to be able to discharge any remaining liabilities. The financial statements do not include the adjustments that would result if the group and company were unable to continue as a going concern.
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.
In our opinion the financial statements of North Falls Offshore Wind Farm Holdco Limited’s group financial statements and company financial statements (the 'financial statements'):
give a true and fair view of the state of the group’s and company’s affairs as at 31 December 2025 and of the group’s loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting standards and International Financial Reporting Standards (IFRSs) as issued by International Accounting Standard Board (IASB); and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the group and 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.
Material uncertainty related to going concern
We draw attention to note 1.3 in the financial statements, which indicates that the company’s primary activity is to hold an investment in North Falls Offshore Wind Farm Ltd whose principal activity is the development of an offshore wind farm. The current approved shareholder funding for the group only covers financial commitments until December 2026. These events or conditions, along with the other matters as set forth in note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the group’s and company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter. 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the group’s industry and its control environment and reviewed the group’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 group’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the group and 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, Ofgem regulations and UK tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included environmental regulations, health and safety regulations and data protections regulations.
We discussed among the audit engagement team including component audit teams and relevant internal specialists such as 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.
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 have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and company and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors’ report.
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept 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, 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.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
There were no items of other comprehensive income.
The notes on pages 13 to 24 form part of these group financial statements.
North Falls Offshore Wind Farm Holdco Limited is a private company limited by shares, incorporated in England and Wales and domiciled in the United Kingdom. The registered office is Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, United Kingdom, SN5 6PB. The company's principal activities and nature of its operations are disclosed in the Directors' report.
The group consists of North Falls Offshore Wind Farm Holdco Limited and all of its subsidiaries.
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £'000.
The group has taken advantage of section 408 of the Companies Act 2006 and therefore, the separate financial statements of the company do not include the income statement or the statement of comprehensive income of the company on a stand-alone basis,
The consolidated group financial statements consist of the financial statements of the parent company North Falls Offshore Wind Farm Holdco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
These financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the group will continue in existence for the foreseeable future. However, the directors are aware there is a material uncertainty related to going concern.
The material uncertainty arises from the dependency on the approval of the next round of loan funding by the shareholders. The directors believe that the group remains an attractive investment for shareholders based on the financial projections.
The primary activity of the company is as a holding company for its subsidiary whose principal activity is the development of an offshore wind farm. The financial obligations relating to the development spend are covered through shareholder loans as set out in the shareholders agreement in line with key milestones in the project.
Under the shareholders’ agreement the group’s financial obligations are covered by shareholder loans. The current approved loan funding covers financial commitments until December 2026. The next budget and associated shareholder funding is expected to be approved in January 2027, meanwhile the group is currently operating under interim measures, with budget allocated to priority matters.
The group has not entered into any contracts that expose it to financial commitments in excess of its current committed and approved shareholder funding. Therefore, the directors remain positive about the future direction of the business and confident that the shareholders will approve the funding. However, they also recognise that these circumstances constitute a material uncertainty which may cast significant doubt over the group and company's ability to continue as a going concern.
In the event that future funding is not approved, the group may be unable to realise its assets in full in the normal course of business, though the directors expect it to be able to discharge any remaining liabilities. The financial statements do not include the adjustments that would result if the group and company were unable to continue as a going concern.
Amortisation
Development costs are amortised from the date a project becomes operational.
Intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
The recoverable amount is the higher of fair value less costs to sell and value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. There was no impairment charge recognised in the current period.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the parent 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 payable at the discretion of the company.
The tax expense for the period comprises current and deferred tax. Tax is recognised through profit or loss, except to the extent that it relates to items recognised in other comprehensive income. In this case, the tax is also recognised in other comprehensive income.
The group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 January 2025:
Lack of Exchangeability – Amendments to IAS 21.
The amendment listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been adopted early by the group. Other than IFRS 18, Presentation and Disclosure in Financial Statements, these standards are not expected to have a material impact on the entity in the current or future periods and on foreseeable future transactions.
In April 2024, the IASB published IFRS 18, Presentation and Disclosure in Financial Statements, which was endorsed by the UK Endorsement Board (UKEB) on 10 December 2025. It is applicable for fiscal years starting from 1 January 2027 and will replace IAS 1 (Presentation of Financial Statements). In general, the new regulations in IFRS 18 result in changes in the disclosures in the notes in relation to certain performance indicators which are published in the financial statements. The specific impacts of IFRS 18 on the group’s financial statements are currently being reviewed.
In the application of the group’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 requiring further disclosure.
Significant investments are made in intangible assets. Intangible assets are not yet amortised so testing for impairment is required annually as per the accounting policy. The recoverable amount has been calculated based on fair value less cost of disposal. In determining fair value less cost of disposal, recent market transactions are taken into account. There were no impairments in the current period.
No fees were paid to the auditor for non-audit services.
The group has no employees for the year under review (2024: none). Employees are employed by other related entities.
The directors do not receive any remuneration from the group in respect of their services to the group. Instead, they are employed and paid by other related entities. 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 group.
The tax (credit)/charge for the year is higher than the standard rate of corporation tax in the UK (2024: higher than the standard rate of corporation tax in the UK) of 25.00% (2024: 25.00%).
The (credit)/charge for the year can be reconciled to the (loss)/profit per the statement of comprehensive income as follows:
Unprovided deferred tax
The group has yet to commence trading and therefore a deferred tax asset of £42k (2024: £36k) has not been recognised in respect of pre-trading expenditure.
Pillar Two income taxes
The group has applied the temporary exception, introduced in May 2023, from the accounting requirements for deferred taxes in IAS 12, so that the group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. The impact of Pillar Two legislation is not expected to be material.
Intangible assets relate to costs incurred as part of the development of the offshore wind farm.
The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.
Deferred tax assets and liabilities are offset in the financial statements only where the group has a legally enforceable right to do so.
Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime or 12 months expected loss allowance for all receivables and contract assets depending on the change in the credit rating of the organisation being assessed. Expected credit losses on trade receivables are considered insignificant to the company.
Amounts owed by related parties are unsecured, interest free and repayable on demand.
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Amounts owed to related parties are unsecured, interest free and repayable on demand.
The shareholder loan is 70% interest bearing and 30% non-interest bearing. Interest is charged at a fixed rate of 6% effective from September 2020.
The funding position of the group will be revisited at financial close prior to the construction phase of the offshore wind farm. 50% is due to RWE Renewables UK Swindon Limited and 50% is due to SSE Renewables Offshore Windfarm Holdings Limited.
The interest on the loan is capitalised to the intangible asset. In 2025, £1,482k (2024: £1,002k) relating to loan interest was capitalised. A total of £4,216k (2024: £2,734k) loan interest has been capitalised to date.
£13,565k (2024: £7,694k) has been drawn down on the loan during the year. 50% has been received from RWE Renewables UK Swindon Limited and 50% has been received from SSE Renewables Offshore Windfarm Holdings Limited.
During the year the group entered into the following transactions with related parties:
The group has no transactions with key management personnel. Directors' costs are borne directly by the group's shareholders.
The following amounts were outstanding at the reporting end date:
Transactions with parent company and other related parties are unsecured. Amounts outstanding at the year-end are included within payables and borrowings and will be settled in cash.
North Falls Offshore Wind Farm Holdco Limited is a private company limited by shares, incorporated in England and Wales and domiciled in the United Kingdom. The registered office is Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, United Kingdom, SN5 6PB. The company's principal activities and nature of its operations are disclosed in the Directors' report.
The financial statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.
Non-current investments
A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Non-current investments are accounted for at cost.
In the application of the group’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 requiring further disclosure.
The company has no employees for the year under review (2024: none). Employees are employed by other related entities.
During 2020 the company acquired 100% of North Falls Offshore Wind Farm Limited for a consideration of £2. North Falls Offshore Wind Farm Limited is registered in England and Wales with the same registered address as the company in note 20.
The principal activity of the company is the development of an offshore wind farm off the coast of England in the southern North Sea.
The directors consider that the carrying amount of other receivables is approximately equal to their fair value.
The shareholder loan is 70% interest bearing and 30% non-interest bearing. Interest is charged at a fixed rate of 6% effective from September 2020.
The funding position of the company will be revisited at financial close prior to the construction phase of the offshore wind farm.
Amounts owed to subsidiary undertakings are unsecured, interest free and repayable on demand.
The shareholder loan is 70% interest bearing and 30% non interest bearing. Interest is charged at a fixed rate of 6% effective from September 2020. 50% is due to RWE Renewables UK Swindon Limited and 50% is due to SSE Renewables Offshore Windfarm Holdings Limited.
The funding position of the company will be revisited at financial close prior to the construction phase of the offshore wind farm.
£13,565k (2024: £7,694k) has been drawn down on the loan during the year. 50% has been received from RWE Renewables UK Swindon Limited and 50% has been received from SSE Renewables Offshore Windfarm Holdings Limited.