Company registration number 13960570 (England and Wales)
GREENCOAT BRECON LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
GREENCOAT BRECON LIMITED
COMPANY INFORMATION
Directors
H Unwin
A Sarandidis
J Samworth
(Appointed 28 February 2025)
Company number
13960570
Registered office
1 London Wall Place
London
Greater London
England
EC2Y 5AU
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
GREENCOAT BRECON LIMITED
CONTENTS
Page
Directors' report
1 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 25
GREENCOAT BRECON LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

Greencoat Brecon Limited ('the Company') is a private company, limited by shares and was incorporated under the laws of England and Wales on 7th March 2022.

 

The Company is owned by five shareholders, Greencoat Hudson LP, Schroders Greencoat UK LP, Greencoat Tachbrook LP, Greencoat Wilton LP and Greencoat Solar I LP (the ‘LPs’), whose purpose is to invest in renewable infrastructure sectors in the United Kingdom which produce and sell power over a long-term horizon.

 

The Company invests in a Special Purpose Vehicle (‘SPV’) which owns the underlying UK biomass plant, Margam Green Energy Limited.

 

The Manager of the LPs is Schroders Greencoat LLP (the ‘Manager’), a Financial Conduct Authority regulated entity.

 

Review of business

The Company’s investment is measured at fair value with movements in fair value recognised in the Statement of Comprehensive Income in the period in which they arise.

 

During the year to December 2025, generation was 12.5% below budget and revenue was 11.6% below budget, primarily as a result of unplanned outages and maintenance activity during the year.

 

Employees and Officers of the Company

The Company does not have any employees and therefore employee policies are not required.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

H Unwin
A Sarandidis
J Samworth
(Appointed 28 February 2025)
M Patel
(Resigned 4 March 2025)
Directors' indemnity

Directors’ and Officers’ liability insurance cover is in place in respect of the Directors. The Company’s Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgement is given in their favour by the Court.

 

Except for such indemnity provisions in the Company’s Articles of Association, there are no qualifying third-party indemnity provisions in force.

Risks and risk management

The Company is exposed to financial risks such as market risk, credit risk and liquidity risk, and the monitoring of these risks is detailed in note 16 to the financial statements.

 

Principal risks and uncertainties

The principal risks and uncertainties facing the Company and its investee company, and an explanation of how they are managed are set out below. The Board does not consider the likelihood or impact of these risks to have changed in the year.

 

Manager

The ability of the Company to achieve its investment objective depends heavily on the experience of the management team within the Manager and more generally on the Manager’s ability to attract and retain suitable staff. The sustained growth of the Company depends upon the ability of the Manager to identify, select and execute further which offer the potential for satisfactory returns.

GREENCOAT BRECON LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Regulation

If a change in Government renewable energy policy was applied retrospectively to current operating projects, including Greencoat Brecon, this could adversely impact the market price for renewable energy, or the value of the green benefits earned from generating renewable energy. The Government has evolved the regulatory framework for renewable energy over time and has generally provided a stable framework for operating projects. Whilst support mechanisms remain in place, future changes to regulation or policy may affect project revenues and asset values.

 

Financing risk

The Company has financed its investments through the issuance of loan notes of £275,723,443 (2024: £250,000,000). The Company may finance new investments by issuing further loan notes or allotting additional shares to the LPs.

 

Electricity prices

Other things being equal, a decline in the market price of electricity would reduce the investee companies’ revenues. The average N2EX Day Ahead auction price was £80.65/MWh (2024: £72.53 /MWh). The company's adheres to its strategy to maintain a balanced approach to fixed and merchant revenues.

 

Feedstock prices

The price paid for feedstock is a key, approximately 34% of MGEL’s operating expenses for 2025. Future cashflows have been modelled using a forecast of feedstock prices determined by independent market experts. A sustained increase in actual feedstock prices above these forecasts would have a negative impact on MGEL.

 

Fuel required for the plant is secured under a long-term contract with Seras, the leading waste wood biomass supplier in the UK, with a fixed price escalated in accordance with published inflation indices. This contract is underwritten by suitable guarantees and securities from Seras’ parent company. A fall in the creditworthiness of Seras or its parent could have a negative impact on the Company.

 

Availability and operating performance

The availability and operating performance of the equipment used by the plant may be impacted by accidents, mechanical failure, grid availability, theft or damage which will directly impact the revenues and profitability of the renewable infrastructure asset. The Company does not have any control over these risks, and accordingly, no provisions have been made for them. Failures may be the result of a short-term issue or a long-term fundamental failure of one piece of equipment, for example, which could impact returns.

 

Investments undergo significant due diligence prior to acquisition. Operations and maintenance agreements and asset management agreements are put in place to monitor the investment, which is overseen by the Manager. Insurance coverage is put in place for theft, damage and business interruption.

 

Asset life

In the event that the plant does not operate for the period of time assumed or require higher than expected maintenance expenditure to do so, it could have a material adverse effect on the financial performance and position of the investee company.

 

The Manager performs regular reviews and ensures that maintenance is performed at the asset. Regular maintenance ensures that equipment is in good working order to meet its expected life span.

 

Health and safety and the environment

The operations of Company’s asset is subject to health and safety and environmental regulation. A breach of these or an accident could lead to damages or compensation to the extent such loss is not covered by insurance policies, adverse publicity or reputational damage.

 

The Company engages an independent health and safety consultant to ensure the ongoing appropriateness of its health and safety policies and procedures. The investee companies have reporting lines ensuring that the Manager is informed of events as soon as possible after they occur.

GREENCOAT BRECON LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Post reporting date events

Following the year end, on 28 January 2026, the UK Government confirmed that the indexation basis for Renewables Obligation ("RO") support will change from RPI to CPI from the 2026/27 compliance year. Had this change been reflected in the valuation of the Company's investment at 31 December 2025, management estimates that the value of the investment would have reduced by approximately £7.8 million, -2.85%. The change reflects lower forecast escalation of future ROC revenues under CPI indexation.

 

There were no other material subsequent events to disclose.

Independent auditor

Pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and BDO LLP (the ‘Auditor’) will therefore continue in office.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Financial statements

The Board is of the opinion that the financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for the shareholder to assess the performance, strategy and business model of the Company.

 

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and the auditor’s report thereon.

 

Results and dividends

The results for the year are set out in the Statement of Comprehensive Income on page 10. Losses after tax attributable to the shareholder in the year ended 31 December 2025 were £36,261,897 (2024: £40,810,360).

 

Dividend payments made during the year amounted to £nil (2024: £574,436).

 

The Directors do not recommend the payment of a final dividend for the year ended 31 December 2025.

 

Going concern

At the 31 December 2025, the Company had net current assets of £11,196 (2024: £18,489,208 net current liabilities), net liabilities of £2,059,350 (2024: net assets of £34,202,547) and cash balances of £260,491 (2024: £87,441). Included in the net current position is £nil (2024: £25,154,109) relating to accrued loan interest payable, this can be capitalised when agreed in writing from the LPs. As of 31 December 2025, the Company owed the LPs £275,723,443 (2024: £250,000,000) which as disclosed in note 14 mature on 30 June 2053. The Company continues to meet its day-to-day liquidity requirements through its cash resources, which are managed via distributions received from the SPV.

 

The investment is forecast to make repayments in the coming year.

 

The Manager has reviewed the Company’s forecasts and projections taking into account foreseeable changes in investment and trading performance, as well as consideration to worst case outcomes, which show that the Company has sufficient financial resources to meet its current obligations as they fall due for a period of at least 12 months from the date of approval of this report.

 

On the basis of this review, and after making due enquiries, the Directors and the Manager have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

GREENCOAT BRECON LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Likely future developments

The Directors expect the activity and performance of the Company’s investee company to be satisfactory in the forthcoming year and are not aware of any potential circumstance that would adversely affect operations.

On behalf of the board
H Unwin
Director
30 September 2026
GREENCOAT BRECON LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible for preparing the directors' 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 (‘UK GAAP’) (United Kingdom Accounting Standards and applicable law), including FRS 102 - The Financial Reporting Standard applicable in the UK and Ireland. 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:

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose the financial position of the Company with reasonable accuracy at any time 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 confirm to the best of their knowledge that:

On behalf of the board
H Unwin
Director
30 September 2026
GREENCOAT BRECON LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GREENCOAT BRECON LIMITED
- 6 -
Opinion

In our opinion the financial statements:

We have audited the financial statements of Greencoat Brecon Limited (“the Company”) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Independence

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 FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

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.

Emphasis of matter

We draw attention to note 18 of the financial statements, which describes that on 28 January 2026, the UK Government announced the outcome of the Renewables Obligation (“RO”) Consultation, being the change of indexation of the RO buy-out price to CPI from 1 April 2026. The outcome of the consultation was not known as at 31 December 2025. As a result, the impact of the change has not been reflected in the Net assets attributable to Shareholder (“NAV”) as at 31 December 2025. However, if this had been reflected as at 31 December 2025, this would have reduced the investment held at fair value and reported NAV by £7.8 million. Our opinion is not modified in respect of this matter.

GREENCOAT BRECON LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GREENCOAT BRECON LIMITED (CONTINUED)
- 7 -

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual report, other than the financial statements and our auditor’s report thereon. 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.

Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of the audit:

 

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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.

GREENCOAT BRECON LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GREENCOAT BRECON LIMITED (CONTINUED)
- 8 -

Extent to which the audit was 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:

 

Non-compliance with laws and regulations

 

We gained an understanding of the legal and regulatory framework applicable to the Company, the policies and procedures regarding compliance with laws and regulations and the industry in which it operates and considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.

 

Our tests included, but were not limited to:

Fraud

 

We assessed the susceptibility of the financial statements to material misstatement including fraud.

 

Our risk assessment procedures included:

 

Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of investments and management override of controls.

 

Our procedures in response to the above included:

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

GREENCOAT BRECON LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GREENCOAT BRECON LIMITED (CONTINUED)
- 9 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

Georgina Gaunt (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
30 September 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
GREENCOAT BRECON LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Income
3
7,242,940
8,318,335
Unrealised loss on investments held at
fair value through profit or loss
(26,565,194)
(32,691,650)
Total loss
(19,322,254)
(24,373,315)
Operating expenses
(230,769)
(142,524)
Operating loss
4
(19,553,023)
(24,515,839)
Finance costs
6
(16,708,874)
(16,294,521)
Loss before taxation
(36,261,897)
(40,810,360)
Taxation
7
-
0
-
0
Loss for the financial year and total comprehensive loss
(36,261,897)
(40,810,360)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 14 to 25 form part of these financial statements.

GREENCOAT BRECON LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Non-current assets
Investments held at fair value
9
273,652,897
302,691,755
Current assets
Trade and other receivables
11
20,511
6,675,874
Cash and cash equivalents
260,491
87,441
281,002
6,763,315
Current liabilities
12
(269,806)
(25,252,523)
Net current assets/(liabilities)
11,196
(18,489,208)
Total assets less current liabilities
273,664,093
284,202,547
Non-current liabilities
13
(275,723,443)
(250,000,000)
Net (liabilities)/assets
(2,059,350)
34,202,547
Equity
Called up share capital
17
1,160
1,160
Retained earnings
(2,060,510)
34,201,387
Total equity
(2,059,350)
34,202,547

The notes on pages 14 to 25 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 30 September 2026 and are signed on its behalf by:
H Unwin
Director
Company registration number 13960570 (England and Wales)
GREENCOAT BRECON LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2024
1,160
75,204,424
381,759
75,587,343
Year ended 31 December 2024:
Loss and total comprehensive loss
-
-
(40,810,360)
(40,810,360)
Dividends
8
-
-
(574,436)
(574,436)
Share premium reduction
-
(75,204,424)
75,204,424
-
Balance at 31 December 2024
1,160
-
0
34,201,387
34,202,547
Year ended 31 December 2025:
Loss and total comprehensive loss
-
-
(36,261,897)
(36,261,897)
Balance at 31 December 2025
1,160
-
0
(2,060,510)
(2,059,350)

The notes on pages 14 to 25 form part of these financial statements.

GREENCOAT BRECON LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
21
173,050
(115,864)
Investing activities
Repayment of loans
5,000,000
-
Interest received
11,139,541
3,942,566
Net cash generated from investing activities
16,139,541
3,942,566
Financing activities
Repayment of borrowings
(2,284,777)
(3,227,481)
Withheld tax from interest paid
(416,186)
(599,550)
Interest paid
(13,438,578)
-
Dividends paid
-
0
(574,436)
Net cash used in financing activities
(16,139,541)
(4,401,467)
Net increase/(decrease) in cash and cash equivalents
173,050
(574,765)
Cash and cash equivalents at beginning of year
87,441
662,206
Cash and cash equivalents at end of year
260,491
87,441

The notes on pages 14 to 25 form part of these financial statements.

GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

Greencoat Brecon Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 London Wall Place, London, Greater London, England, EC2Y 5AU.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of 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, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

 

The preparation of these financial statements requires the use of estimates and assumptions that affect the amounts and disclosures in these financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.

1.2
Accounting for subsidiaries

The Directors have concluded that the Company’s subsidiary should be excluded from consolidation as the interest in the subsidiary is held as part of an investment portfolio as defined in paragraph 9.9 (b) of FRS 102 and are measured at fair value, with gains or losses resulting from the movement in fair value of the Company’s investment being recognised in the Statement of Comprehensive Income in the period in which they arise.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.3
Going concern

Atrues at the 31 December 2025, the Company had net current assets of £11,196 (2024: £18,489,208 net current liabilities), net liabilities of £2,059,350 (2024: net assets of £34,202,547) and cash balances of £260,491 (2024: £87,441). Included in the net current position is £nil (2024: £25,154,109) relating to accrued loan interest payable, this can be capitalised when agreed in writing from the LPs. As of 31 December 2025, the Company owed the LPs £275,723,443 (2024: £250,000,000) which as disclosed in note 14 mature on 30 June 2053. The Company continues to meet its day-to-day liquidity requirements through its cash resources, which are managed via distributions received from the SPV.

 

The investment is forecast to make repayments in the coming year.

 

The Manager has reviewed the Company’s forecasts and projections taking into account foreseeable changes in investment and trading performance, as well as consideration to worst case outcomes, which show that the Company has sufficient financial resources to meet its current obligations as they fall due for a period of at least 12 months from the date of approval of this report.

 

On the basis of this review, and after making due enquiries, the Directors and the Manager have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.4
Investment income

Dividend income is accounted for when the right to receive the dividend is established. Interest income on shareholder loan investments and other income are accounted for on an accruals basis using the effective interest rate method. Income in respect of the provision of management services to the SPVs is recognised on an accruals basis. Provisions are made against income where recovery is considered doubtful.

Gains or losses resulting from the movement in fair value of the Company’s investment held at fair value through profit or loss are recognised in the Statement of Comprehensive income in the period in which they arise.

1.5
Cash and cash equivalents

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

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Fair value through profit or loss

Investments, including shareholder loans, are held at fair value through profit or loss upon initial recognition since they form part of an investment portfolio, the performance of which is measured and evaluated on a fair value basis. Gains or losses resulting from the movement in fair value are recognised in the Statement of Comprehensive Income in the period in which they arise. Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties in an arm’s length transaction. Fair value is calculated on an unlevered, discounted cashflow basis.

Classification of financial liabilities

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

GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities

Basic financial liabilities, including trade and other payables and loans from related parties, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9

Interest payable and expenses

Interest payable and expenses are accounted for on an accruals basis, with interest being recognised using the effective interest rate method.

GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2
Judgements and key sources of estimation uncertainty

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Valuation of investment

The estimates and assumptions that may have a significant impact on the carrying value of assets and liabilities are those used to determine the fair value of the investment. The fair value of the investment is based on the discounted values of expected future cash flows, which are subject to certain key assumptions including the useful life of the asset, the discount factors, the rate of inflation, the price at which the power and associated benefits can be sold, the amount of electricity the asset is expected to produce and volume of feedstock.

 

Assumptions about the useful life of the asset is based on the Manager’s estimates of the period over which the asset will generate revenue. These assumptions are periodically reviewed for continued appropriateness. The actual useful life of the asset may be shorter or longer depending on the actual operating conditions experienced by this asset.

 

The discount factors are subjective. It is feasible that a reasonable alternative assumption could be used that would result in a different value. Discount rates are periodically reviewed taking into account any recent market transactions of a similar nature.

 

The revenues and expenditure of the asset are frequently partly or wholly subject to indexation, typically with reference to the Consumer Price Index (CPI) or Retail Price Index (RPI). From a financial modelling perspective, an assumption is usually made that the inflation index will increase at a long-term rate.

 

The price at which the output from the generating asset is sold is a factor of both wholesale electricity prices and the revenue received from the Government support regimes. Future power prices are estimated using external third-party forecasts which take the form of specialist consultancy reports, which reflect various factors including gas prices, carbon prices and renewables deployment, each of which reflect the UK and global response to climate change. The future power price assumptions are reviewed as and when these forecasts are updated. There is an inherent uncertainty in future wholesale electricity price projection.

 

The volume of electricity produced depends on the capacity factor of the power plant, which is a product of the generation capacity and the availability of the plant. The capacity factor is tested at the commencement of operations and the availability forecast is provided by specialist technical consultants. The volume of electricity produced per year is guaranteed by the operator of the plant as part of a long-term operation and maintenance contract. However, residual risks remain with the project owner such as in relation to unexpected breakdown of major items of equipment or non-supply of fuel.

 

Future cashflows have been modelled using a forecast of feedstock prices determined by independent market experts. A sustained increase in actual feedstock prices above these forecasts would have a negative impact on MGEL.

 

Fuel required for the plant is secured under a long-term contract with Seras, the leading waste wood biomass supplier in the UK, with a fixed price escalated in accordance with published inflation indices. This contract is underwritten by suitable guarantees and securities from Seras’ parent company. A fall in the creditworthiness of Seras or its parent could have a negative impact on the Company.

 

Estimates and judgements are continually evaluated and are based on historical experience of the Manager and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -

Although the Manager uses its best judgement in estimating the fair value of investments, there are inherent limitations in any estimation techniques. Future events could also affect the estimates of fair value. The effect of such events on the estimates of fair value, including the ultimate liquidation of the investment, could be material to the financial statements. The financial risk management objectives and policies of the Company, including exposure to price risk, interest rate risk, credit risk and liquidity risk are discussed in note 16 to the financial statements.

3
Income
2025
2024
£
£
Income analysed by class of business
Investment interest income
7,180,643
8,270,289
Management services income
62,297
48,046
7,242,940
8,318,335

All income arose within the UK market.

4
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
26,350
25,230
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was nil (2024: nil).

 

The directors did not receive emoluments in relation to services to this entity in either reported year.

6
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost
Interest payable to related parties
16,708,874
16,294,521
GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
7
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(36,261,897)
(40,810,360)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
(9,065,474)
(10,202,590)
Effects of:
Expenses that are not deductible in determining taxable profit
6,641,298
7,907,805
Change in unrecognised deferred tax assets
1,882,242
1,779,149
Group relief
541,934
515,636
Taxation charge in the financial statements
-
-

At the reporting date the Company had timing differences relating to corporate interest restriction of £22,551,192 (2024: £15,022,222). A deferred tax asset of £5,637,798 (2024: £3,755,556) has not been recognised, as the timing of permitted reactivation of these restrictions is uncertain.

8
Dividends
2025
2024
£
£
Interim paid
-
0
574,436
9
Fixed asset investments
2025
2024
Notes
£
£
Equity investments
10
166,264,502
192,829,696
Loans
107,388,395
109,862,059
273,652,897
302,691,755
GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Fixed asset investments
(Continued)
- 20 -
Movements in non-current investments
Equity investments
Loans
Total
£
£
£
Cost or valuation
At 1 January 2025
192,829,696
109,862,059
302,691,755
Unrealised movement in fair value
(26,565,194)
-
(26,565,194)
Repayments of shareholder loan
-
(5,000,000)
(5,000,000)
Loan interest capitalised
-
2,526,336
2,526,336
At 31 December 2025
166,264,502
107,388,395
273,652,897
Carrying amount
At 31 December 2025
166,264,502
107,388,395
273,652,897
At 31 December 2024
192,829,696
109,862,059
302,691,755

The investment made in the underlying asset is carried at fair value. The investment is made through a combination of loans and equity into the investment vehicle which owns the underlying asset, and the fair value movements above have been allocated to equity. At the point that the equity carrying value is reduced to nil, further reductions will be allocated against loan investments.

 

Fair value measurements

FRS 102 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following three levels:

 

The determination of what constitutes ‘observable’ requires judgement by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

 

The investment is held at fair value and are fair valued at each reporting date. The investment has been classified within level 3 as the investment is not traded and contain unobservable inputs. Due to the nature of the investment, it is always expected to be classified as level 3. There have been no transfers between levels during the year ended 31 December 2025. Any transfers between the levels would be accounted for on the last day of each financial year.

10
Subsidiaries

The Directors consider the following investee companies to be subsidiaries of the Company. The Directors have concluded that the subsidiaries should be excluded from consolidation as the interests are held as part of an investment portfolio.

GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Subsidiaries
(Continued)
- 21 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Margam Green Energy Limited
1 London Wall Place, London, Greater London, England, EC2Y 5AU
Ordinary
100.00
-
Margam Green Energy Opco Limited
1 London Wall Place, London, Greater London, England, England, EC2Y 5AU
Ordinary
0
100.00
11
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,681
6,485,234
Other receivables
13,750
178,629
Prepayments and accrued income
2,080
12,011
20,511
6,675,874
12
Current liabilities
2025
2024
£
£
Trade payables
2,773
-
0
Amounts owed to group undertakings
-
0
25,154,109
Taxation and social security
234,455
-
0
Other payables
-
0
73,749
Accruals and deferred income
32,578
24,665
269,806
25,252,523
13
Non-current liabilities
2025
2024
Notes
£
£
Other borrowings
14
275,723,443
250,000,000
Creditors which fall due after five years are payable as follows:
Payable other than by instalments
275,723,443
250,000,000
14
Borrowings
2025
2024
£
£
Loans from related parties
275,723,443
250,000,000
Payable after one year
275,723,443
250,000,000
GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Borrowings
(Continued)
- 22 -

Loans from related parties are unsecured.

 

The Company issued loan notes to the LPs which are repayable on the termination date of 30 June 2053 and bear interest at a rate of 6.5 per cent per annum. Interest is payable quarterly, and any unpaid interest is capitalised upon written agreement of the LPs. As at 31 December 2025, the loan balance was £275,723,443 (2024: £250,000,000) and loan interest outstanding was £nil (2024: £25,154,110).

Loans from related parties - movements in year
2025
2024
£
£
Opening balance at start of year
250,000,000
254,477,821
Capitalised interest
28,008,220
-
Loans settled through restructuring
-
(1,109,691)
Capital repayments
(2,284,777)
(3,368,130)
Closing balance at year end
275,723,443
250,000,000
15
Financial instruments
2025
2024
£
£
Carrying amount of financial assets include:
Cash at bank
260,491
87,441
Debt instruments measured at amortised cost
18,431
6,485,234
Equity investments at fair value through profit or loss
166,264,502
192,829,696
Shareholder loan investments at fair value through profit or loss
107,388,395
109,862,059
Carrying amount of financial liabilities include:
Measured at amortised cost
275,758,794
275,252,523

 

Debt instruments measured at amortised cost are comprised of amounts owed by group undertakings and other debtors.

 

Equity and shareholder loan investments measured at fair value through profit or loss are comprised of investments in subsidiaries split between their debt and equity components.

 

Financial liabilities measured at amortised cost are comprised of trade and other creditors, accruals and loans from related parties.

GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
16
Financial risk management

The Company’s activities expose it to a variety of financial risks: market risk (including price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk. An explanation of those risks is set out below.

 

Price risk

Price risk is defined as the risk that the fair value of a financial instrument held by the Company will fluctuate. The investment is measured at fair value through profit or loss and is valued on an unlevered, discounted cashflow basis. Therefore, the value of the investment will be (amongst other risk factors, as per note 2) a function of the discounted value of expected cashflows and, as such, will vary with movements in interest rates and competition for such assets.

 

In relation to the investment, sensitivity analysis indicates that a discount rate increase of 50bp yields a downward adjustment to the fair value of Margam of £10.2 million (2024: £11.4 million). Conversely, a discount rate decrease of 50bp yields an upward adjustment to the fair value of Margam of £10.9 million (2024: £12.2 million).

 

The discount factors are subjective and therefore it is feasible that a reasonable alternative assumption may be used resulting in a different valuation for these investments.

 

Interest rate risk

Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Board considers that the shareholder loan investments and shareholder loan payable do not carry any interest rate risk as they bear interest at a fixed rate, thereby mitigating the risks associated with the variability of cash flows arising from interest rate fluctuations.

 

Foreign currency risk

Foreign currency risk is defined as the risk that the fair values of future cash flows will fluctuate because of changes in foreign exchange rates. The Company’s financial assets and liabilities are denominated in GBP and substantially all of its revenues and expenses are in GBP. The Company is not considered to be materially exposed to foreign currency risk.

 

Credit risk

Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Company is exposed to credit risk in respect of shareholder loan investments, accrued shareholder loan interest, cash at bank and other receivables. The Company’s credit risk exposure is minimised by dealing with financial institutions with investment grade credit ratings.

 

The Company has advanced loans to its investee companies. The Board regularly reviews the future cashflows and valuations of the investee company to gain comfort as to the recoverability of the loans. These loans are intra-group, and the performance and value of the underlying assets are expected to generate sufficient income and thus distributions therefore, no balances are impaired, nor past due. The maximum exposure as at 31 December 2025 was £107,388,395 (2024: £109,862,059).

 

Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Manager and Board continuously monitor forecast and actual cash flows from operating, financing and investing activities. The Directors do not consider the liquidity risk to be material due to the limited working capital required to meet the day-to-day commitments of the Company. The Company has a loan liability to the LPs that is repayable on demand, however, it has received a letter of support from the LPs confirming that the loan and accrued interest thereon will not be recalled for at least 12 months from the date of approval of this report.

GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
115,957
115,957
1,160
1,160

The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

18
Events after the reporting date

Following the year end, on 28 January 2026, the UK Government confirmed that the indexation basis for Renewables Obligation ("RO") support will change from RPI to CPI from the 2026/27 compliance year. Had this change been reflected in the valuation of the Company's investment at 31 December 2025, management estimates that the value of the affected investments would have reduced by approximately £7.8 million, -2.85%. The change reflects lower forecast escalation of future ROC revenues under CPI indexation.

 

There were no other material subsequent events to disclose.

19
Related party transactions

The principal loan notes are redeemable on the termination date of 30 June 2053 and bears interest at a rate of 6.5 per cent. Interest is repayable at least quarterly. As at 31 December 2025, the loan balance was £275,723,443 (2024: £250,000,000) and loan interest outstanding was £Nil (2024: £25,154,110)

 

Any accrued interest loan notes are redeemable on the termination date of 30 June 2053 and are non-interest bearing. As at 31 December 2025 the accrued interest balance was £Nil (2024: £Nil).

20
Ultimate controlling party

The directors consider that there is no ultimate controlling party with Greencoat Hudson LP, Schroders Greencoat UK LP, Greencoat Tachbrook LP, Greencoat Wilton LP and Greencoat Solar 1 LP, together holding 100 percent of the shares in the Company, with no one party holding more than 50%.

21
Cash generated from/(absorbed by) operations
2025
2024
£
£
Loss after taxation
(36,261,897)
(40,810,360)
Adjustments for:
Finance costs
16,708,874
16,294,521
Investment income
(7,180,643)
(8,270,289)
Movement in fair value of investments
26,565,194
32,691,650
Movements in working capital:
Decrease/(increase) in trade and other receivables
170,129
(12,696)
Increase/(decrease) in trade and other payables
171,393
(8,690)
Cash generated from/(absorbed by) operations
173,050
(115,864)
GREENCOAT BRECON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
22
Analysis of changes in net debt
1 January 2025
Cash flows
Other non-cash changes
31 December 2025
£
£
£
£
Cash at bank and in hand
87,441
173,050
-
260,491
Borrowings excluding overdrafts
(250,000,000)
2,284,777
(28,008,220)
(275,723,443)
(249,912,559)
2,457,827
(28,008,220)
(275,462,952)
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