REGISTERED NUMBER: OC331330 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 5 APRIL 2026

FOR

CARNO 2 LLP

Page

General Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DESIGNATED MEMBERS:

J G Thomas

S E Thomas

D W Richards

Carno 2 Windfarm LLP

REGISTERED OFFICE:

1 Des Roches Square

Witney

OX28 4BE

REGISTERED NUMBER:

OC331330 (England and Wales)

AUDITORS:

Magma Audit LLP (part of the Dains Group)

First Floor, Lakeside House

4 Smith Way

Grove Park

Leicester

Leicestershire

LE19 1SX

BANKERS:

Santander

3rd Floor

120 Cavendish Street

London

W1W 6XX

FIXED ASSETS

Tangible assets

4

5,404,294

6,172,394

CURRENT ASSETS

Debtors

5

1,655,016

1,194,015

Investments

6

699,378

901,271

Cash at bank

2,508,001

2,281,746

4,862,395

4,377,032

CREDITORS

Amounts falling due within one year

7

(2,612,252

)

(2,150,204

)

NET CURRENT ASSETS

2,250,143

2,226,828

TOTAL ASSETS LESS CURRENT LIABILITIES

7,654,437

8,399,222

CREDITORS

Amounts falling due after more than one year

8

(1,315,344

)

(2,926,219

)

PROVISIONS FOR LIABILITIES

11

(274,971

)

(270,328

)

NET ASSETS ATTRIBUTABLE TO MEMBERS

6,064,122

5,202,675

LOANS AND OTHER DEBTS DUE TO MEMBERS

12

6,064,122

5,202,675

TOTAL MEMBERS' INTERESTS

Loans and other debts due to members

12

6,064,122

5,202,675

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

In accordance with Section 444 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, the Profit and Loss Account has not been delivered.

The financial statements were approved by the members of the LLP and authorised for issue on 28 September 2026 and were signed by:

S E Thomas - Designated member

1.	STATUTORY INFORMATION

Carno 2 LLP (the "LLP") (OC331330) is a Limited Liability Partnership registered in England and Wales. Its registered office is 1 Des Roches Square, Witney, OX28 4BE.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the requirements of the Statement of Recommended Practice, accounting by Limited Liability Partnerships. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

The financial statements are presented in Sterling (£) and rounded to the nearest £1.

Turnover

Turnover represents the fair value of the consideration received or receivable for goods rendered during the period, exclusive of value added tax, derived from the generation of electricity.

Revenue from 'Brown' energy and revenue from Renewable Obligation Certificates (ROCs), is recognised when the electricity is generated. Revenue is recognised on Renewable Energy Guarantees of Origin (REGOs) when it falls due.

Other renewable benefits are recognised when the value can be reliably ascertained.

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation. Cost represents purchase price together with any incidental costs of acquisition. Finance costs are included in the cost of tangible assets when they are directly attributable to the construction of tangible fixed assets.

Depreciation is provided at the following annual rates in order to write off each asset, net of anticipated disposal proceeds, over its estimated useful economic life. Depreciation is charged at the following rates:

Plant and machinery

-

Over the lease term

Decommissioning costs

-

Over remaining lease term

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Financial instruments

The LLP has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including other debtors and cash and bank balances are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

(ii) Financial liabilities

Basic financial liabilities, including trade creditors and other creditors 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.

Derivatives, including interest rate swaps, are not basic financial instruments. Derivatives are initially recorded at fair value on the date the derivative contract is entered into and are subsequently re-measured at fair value. Changes in the fair value of derivatives are recognised in the profit and loss account in finance costs or finance income as appropriate.

Members' loans (being repayable on demand), trade debtors and trade creditors are measured at the undiscounted amount of the cash or other consideration expected to be paid or received.

Members' participation rights

Members' participation rights are the rights of a member against the LLP that arise under the member's agreement (for example, in respect of amounts subscribed or otherwise contributed, remuneration and profits).

Amounts subscribed or otherwise contributed by members, for example members' capital, are classed as equity if the LLP has an unconditional right to refuse payment to members. If the LLP does not have such an unconditional right, such amounts are classified as liabilities.

Profits and losses are divided automatically in accordance with the members' agreement and therefore such profits and losses are classed as an expense through the profit and loss rather than an appropriation of equity.

All amounts due to the members that are classified as liabilities are presented in the balance sheet within Loans and other debt due to members, and are charged to profit and loss account within Members' remuneration charged as an expense. Amounts due to members that are classified as equity are shown in the balance sheet within 'Members' other interests'.

Taxation

The taxation payable on the LLP's profits is the personal liability of the member during the year. Consequently, neither the LLP nor related deferred taxation are accounted for in the financial statements.

Provisions

Provision is made for the net present value of the estimated future decommissioning costs at the end of the operating life of the wind farm. This provision is made when construction of the wind farm has reached a stage when decommissioning of the constructed plant would incur material costs. The provision is calculated using estimated costs of decommissioning, and these estimates have been arrived at by consideration of the expected costs of contracts to remove the installed plant. The estimates are discounted at a rate that reflects current market assessments of the time value of money. A corresponding asset is recognised and included within the wind farm assets and is depreciated over the lease term. The estimated future cost of decommissioning obligations are regularly reviewed and adjusted as appropriate for new circumstances or changes in law or technology.

Current asset investments

Current asset investments includes short-term deposits held with banks, with original maturities of more than three months.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Operating leases

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

Critical accounting estimates and assumptions

The LLP makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

(ii) Provisions

Provision is made for asset decommissioning obligations, dilapidations and contingencies. These provisions require management's best estimate of the costs that will be incurred based on legislative and contractual requirements. In addition, the timing of the cash flows, inflation and the discount rates used to establish net present value of the obligations require management's judgement.

(iii) Accrued income

Accrued income is estimated based on the value of unbilled wind revenue at the reporting date. Management estimate accrued income based on output of the wind farms multiplied by the average price for the period.

3.	EMPLOYEE INFORMATION

The average number of employees during the year was NIL (2025 - NIL).

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 6 April 2025

and 5 April 2026

18,372,465

DEPRECIATION

At 6 April 2025

12,200,071

Charge for year

768,100

At 5 April 2026

12,968,171

NET BOOK VALUE

At 5 April 2026

5,404,294

At 5 April 2025

6,172,394

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Accrued income

1,102,745

878,426

Fair value of swap

66,987

141,970

Prepayments

485,284

173,619

1,655,016

1,194,015

6.	CURRENT ASSET INVESTMENTS

2026

2025

£

£

Short-term deposits

699,378

901,271

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Bank loans

1,610,875

1,451,625

Trade creditors

490,275

189,396

Taxation and social security

353,374

355,664

Other creditors

157,728

153,519

2,612,252

2,150,204

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2026

2025

£

£

Bank loans

1,315,344

2,926,219

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2026

2025

£

£

Within one year

355,666

311,114

Between one and five years

1,422,665

1,244,457

In more than five years

1,124,137

1,243,045

2,902,468

2,798,616

The operating leases are in respect of the land upon which the wind farm is sited and the annual charge is based primarily upon the levels of electricity generated.

10.	SECURED DEBTS

The following secured debts are included within creditors:

2026

2025

£

£

Bank loans

2,926,219

4,377,844

The bank loan is secured by a fixed and floating charge over the assets of the LLP.

The LLP entered into an interest rate swap to mitigate the interest rate risk of its bank loans. At the reporting date, the interest rate swap fixes the interest at 2.305% + 6 month SONIA and is due for settlement by 2027, payable by instalments. The interest rate swap is included within debtors and is measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key assumptions used in valuing the interest rate swap at the reporting date are the 6 month SONIA rates (2025: 6 month SONIA rates).

11.	PROVISIONS FOR LIABILITIES

Other

provisions

£

Balance at 6 April 2025

270,328

Provided during year

4,643

Balance at 5 April 2026

274,971

Provisions are made for the net present value of the estimated future decommissioning costs at the end of the operating life of the wind farm. The provision is calculated using estimated costs of decommissioning. An average inflation rate of 3% has been applied and then this has been discounted at the LLP's weighted average cost of capital of 8.5%. A corresponding addition was previously recorded within fixed assets.

12.

LOANS AND OTHER DEBTS DUE TO MEMBERS

Loans and other debts due to members rank behind other unsecured creditors of the LLP and do no carry any fixed date of repayment. No interest is charged on amounts due to members.

Amounts due to members are settled in accordance with the provisions of the members' agreements. This is consistent with the classification adopted for members' capital and profit entitlements set out in the accounting policies.

Amounts due to members at 5 April 2026 were £6,064,122 (2025: £5,202,675)

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

The Report of the Auditors was unqualified.

Ryan Parkin (Senior Statutory Auditor)

for and on behalf of Magma Audit LLP (part of the Dains Group)

14.	RELATED PARTY DISCLOSURES

During the year the LLP received site management services from a company in which a Designated Member is also a director and majority shareholder, totalling £98,837 (2025: £84,380). At the year end the LLP owed £25,319 (2025: £28,011) in respect of these services.

During the year the LLP paid management charges totalling £3,000 (2025: £5,000) to a company controlled by a Designated Member. At the year end the LLP owed £nil (2025: £3,000).

During the year the LLP paid management charges totalling £12,000 (2025: £10,000) to a company jointly controlled by two Designated Members. At the year end the LLP owed £nil (2025: £6,000).

During the year the LLP paid for services amounting to £6,640 (2025: £1,240) from a relative of a designated member. At the year end the LLP owed £939 (2025: £1,488).

During the year the LLP paid for services amounting to £89,961 (2025: £74,961) from a company within the same group.

During the year the LLP paid for services amounting to £1,357 (2025: £2,200) from a company within the same group.

15.	ULTIMATE CONTROLLING PARTY

S Thomas is considered the ultimate controlling party given the majority shareholding in Carno Holdings Limited.