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Registered number: 05186841









INTERNATIONAL POWER (IMPALA)









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
INTERNATIONAL POWER (IMPALA)
 
 
COMPANY INFORMATION


DIRECTORS
C Da silva Arenas 
M-C Paolucci 




COMPANY SECRETARY
N Anderson



REGISTERED NUMBER
05186841



REGISTERED OFFICE
Broadgate Tower Floor 4
20 Primrose Street,

London

EC2A 2EW




INDEPENDENT AUDITOR
Ernst & Young LLP

Citygate

St James' Boulevard

Newcastle-upon-Tyne

United Kingdom

NE1 4JD





 
INTERNATIONAL POWER (IMPALA)
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Directors' Responsibilities Statement
6
Independent Auditor's Report
7 - 9
Income Statement
10
Statement of Financial Position
11
Statement of Changes in Equity
12
Notes to the Financial Statements
13 - 25


 
INTERNATIONAL POWER (IMPALA)
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION
 
The Directors present their Strategic Report of International Power (Impala) (the Company) for the year ended 31December2025.

PRINCIPAL ACTIVITIES

The Company is an investment holding company, holding an investment in IPM Eagle LLP.

BUSINESS REVIEW
 
The profit for the financial year after taxation amounted to US$113,460,000 (2024: US$58,700,000). 

As shown in the income statement, the profit for the financial year ended 31 December 2025 has increased in comparison with the prior year mainly due to the increase in income from shares in group undertakings during the financial year.

The statement of financial position shows the Company's financial position at the end of the current and preceding financial year. The net assets have decreased from US$466,531,000 to US$49,991,000 because of the dividend paid in the financial year.

The Directors do not monitor the performance of the Company through the use of key performance indicators (KPIs). The ENGIE group manages its business and measures the delivery of its strategic objectives through the application of KPIs at both an ENGIE division and group level.

PRINCIPAL RISKS AND UNCERTAINTIES

The identification, assessment, pursuit and management of opportunities and the associated risks is an integral part of the management and processes of the Company. The Company has processes in place for managing the exposure within a specified opportunity and risk management framework, including:

Investments in group undertakings

The Company holds two investments in subsidiary companies. Although the Directors are satisfied that the recoverable amounts of the Company's investments are not less than their book value, there is a risk that in future periods the book value may become impaired. The Directors have assessed the exposure as acceptable.

Credit risk

The largest receivables relate to amounts owed by undertakings within the ENGIE group. The Company continually reviews its receivable position and the credit risk associated with this position. The Directors believe that payment default remains a low risk. The Directors have assessed the exposure as acceptable.

With respect to treasury activities, the Company’s financial counterparty credit exposure is principally limited to cash pooling arrangements with ENGIE Treasury Management S.a.r.l., also included within 'Amounts owed by group undertakings - current account'. This results in a concentration of risk to the ENGIE group, but the risk of default remains low given ENGIE’s strong credit rating.








 
Page 1

 
INTERNATIONAL POWER (IMPALA)
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

PRINCIPAL RISKS AND UNCERTAINTIES (continued)

Currency risk

The Company has translation risk on monetary assets and liabilities denominated in currencies other than its functional currency. As at 31 December 2025 the Company has group relief payable denominated in sterling totalling £nil (US$nil) (2024: £129,000 (US$162,000)) and corporation tax recoverable totalling £70,000 (US$95,000) (2024: payable of £131,000 (US$164,000)). It is not the Company’s policy to hedge currency translation exposures through foreign exchange contracts or currency swaps. Although the foreign currency liability creates volatility in earnings from period to period, the Directors have assessed this exposure as acceptable.

Interest rate risk

The Company has both interest-bearing assets and interest-bearing liabilities in the form of intercompany balances with ENGIE group undertakings.

As at 31 December 2025 interest-bearing assets with a nominal value of US$15,702,000 
(2024: US$427,237,000) earned interest at floating rates plus a margin. Although the rates of interest are variable and create volatility in earnings from period to period, the Directors have assessed this risk as acceptable.

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY (SECTION 172 (1) STATEMENT UNDER THE COMPANIES ACT 2006)
 
Long term consequences of decisions made during the year

The Company is a holding company and therefore the key stakeholders have been determined to be the Company's parent and subsidiary undertakings and its suppliers. The decisions made in the year have been outlined within the business review and have been made with a view to strengthening the position of the Company and its subsidiary undertakings going forward. There are no KPI's used by the Company in measuring performance.

Fostering business relationships with suppliers, customers and other stakeholders

The Company aligns to a set of standards that support stakeholder engagement efforts and for responsible procurement, the Company aligns to the ISO 20400 Sustainable Procurement Standard. Providing excellent customer service is a key focus for the Company, demonstrated by the achievement of the Institute of Customer Service ServiceMark and in relation to anti-corruption management system there is in place an ISO 37001:2016 certification.

Across ENGIE, the ambition is to lead the transition towards a zero-carbon future and the supply chain plays a crucial role in delivering this objective. The UK BU and wider Group are committed to working with suppliers who share the desire to drive positive change for our customers, communities and the environment.

Impact of the Company's operations on the community and environment

As a holding company, the Company's impact on the community and environment is minimal, however the ENGIE Group strategy overall is heavily focused on leading in the zero-carbon transition. More information on this can be found at https://www.engie.com /en/group/our-vision /our-strategy.







 
Page 2

 
INTERNATIONAL POWER (IMPALA)
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY (SECTION 172 (1) STATEMENT UNDER THE COMPANIES ACT 2006) (continued)

The maintenance of high standards of conduct

The UK Directors maintain high standards of business conduct by ensuring that activities of the UK BU companies of ENGIE are in line with ENGIE’s Ethics Charter, policies and codes of conduct. The overarching Ethics Charter includes a zero tolerance for all forms of corruption and is supplemented with a range of more specific policies and practical guidelines which deal with areas such as supplier relationships, conflicts of interest and gifts and hospitality. All Board members have received training in this respect. The Directors’ actions are also guided by ENGIE’s core values: Bold, Open, Caring and Demanding, which help define the UK BU companies’ strategies and targets.

Summary of methods used by the Directors to engage with stakeholders and understanding issues
relevant to key decisions

The Directors utilise a full range of communication channels managed at the UK BU level to engage with stakeholders. These include face to face meetings, forums and events, reports and other written materials, as well as through public relations activity, targeted digital content and social media.


This report was approved by the board on 15 October 2026 and signed on its behalf.



C Da silva Arenas
Director

Page 3

 
INTERNATIONAL POWER (IMPALA)
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors present their report and the audited financial statements of International Power (Impala) (the Company) for the year ended 31 December 2025.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to $113,460,000 (2024 - $58,700,000).

The Directors recommended the payment of a dividend in respect of the year ended 31 December 2025 of $530,000,000 (2024: US$nil).

DIRECTORS

The Directors who served during the year were:

C Da Silva Arenas (appointed 15 July 2024) 
M-C Paolucci (appointed 1 April 2024)

SHARE CAPITAL

The Company's share capital comprises 10,415 ordinary shares of £1 each and 100,001 ordinary shares of US$1 each as at 31 December 2025, which rank pari passu with each other in respect of all rights, including dividend, voting and return of capital.

GOING CONCERN

The Directors have paid close attention to the Company’s ability to continue to adopt the going concern basis of preparation for these financial statements. The Company has no reliance on external third-party debt and having closely reviewed current performance and forecasts, the Directors concluded that they have a reasonable expectation that the Company has adequate resources to continue its operations until at least 31 December 2027. For this reason, they have continued to adopt the going concern basis in preparing the financial statements.

EMPLOYEES

The Company had no employees (2024: none) and incurred no related costs during the financial year (2024:
US$nil)
.

DISCLOSURE OF INFORMATION TO AUDITOR

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

INDEPENDENT AUDITOR

The auditor, Ernst & Young LLP, will not be proposed for reappointment due to auditor rotation requirements.
The board intends to propose the appointment of a new auditor in accordance with section 485 of the
Companies Act 2006.

Page 4

 
INTERNATIONAL POWER (IMPALA)
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

This report was approved by the board on 15 October 2026 and signed on its behalf.
 





C Da silva Arenas
Director

Page 5

 
INTERNATIONAL POWER (IMPALA)
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the audited financial statements of International Power (Impala) (the Company) in accordance with applicable law and regulations.

Company law requires the Directors to prepare audited financial statements of International Power (Impala) (the Company) for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 "Reduced Disclosure Framework". Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these audited financial statements of International Power (Impala) (the Company), the Directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.

Page 6

 
INTERNATIONAL POWER (IMPALA)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERNATIONAL POWER (IMPALA)
 

OPINION


We have audited the financial statements of INTERNATIONAL POWER (IMPALA) (the 'Company') for the year ended 31 December 2025, which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


CONCLUSIONS RELATING TO GOING CONCERN


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.


Page 7

 
INTERNATIONAL POWER (IMPALA)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERNATIONAL POWER (IMPALA) (CONTINUED)


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.


OPINION 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


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


∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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.


Page 8

 
INTERNATIONAL POWER (IMPALA)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERNATIONAL POWER (IMPALA) (CONTINUED)


AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
[Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.]


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


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.





Caroline Mulley (Senior Statutory Auditor)
  
for and on behalf of
Ernst & Young LLP
 
Citygate
Newcastle-upon-Tyne
United Kingdom

16 October 2026
Page 9

 
INTERNATIONAL POWER (IMPALA)
 
 
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
$000
$000

Other operating expense
 4 
-
(283)

Operating profit/(loss)
  
-
(283)

Income from shares in group undertakings
  
98,000
42,000

Investment impairments
  
(199)
-

Interest receivable and similar income
 7 
21,192
23,258

Interest payable and similar expenses
 8 
(4)
(178)

Other finance (expense)/income
 9 
(158)
66

Profit before tax
  
118,831
64,863

Tax on profit
 10 
(5,371)
(6,163)

Profit for the financial year
  
113,460
58,700

There were no recognised gains and losses for 2025 or 2024 other than those included in the income statement.

The notes on pages 13 to 25 form part of these financial statements.

Page 10

 
INTERNATIONAL POWER (IMPALA)
REGISTERED NUMBER: 05186841

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
$000
$000

Fixed assets
  

Fixed Asset Investments
 11 
34,194
34,393

Current assets
  

Debtors: amounts falling due within one year
 12 
15,797
432,464

Current liabilities
  
15,797
432,464

Creditors: amounts falling due within one year
 13 
-
(326)

Net current assets
  
15,797
432,138

Total assets less current liabilities
  
49,991
466,531

Net assets
  
49,991
466,531


Capital and reserves
  

Called up share capital 
 14 
120
120

Profit and loss account
 15 
49,871
466,411

Total equity
  
49,991
466,531


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 October 2026.




C Da silva Arenas
Director

The notes on pages 13 to 25 form part of these financial statements.

Page 11

 
INTERNATIONAL POWER (IMPALA)
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

$000
$000
$000


At 1 January 2024
120
407,711
407,831



Profit for the financial year
-
58,700
58,700
Total comprehensive income for the year
-
58,700
58,700



At 1 January 2025
120
466,411
466,531



Profit for the financial year
-
113,460
113,460

Dividends: Equity capital
-
(530,000)
(530,000)


At 31 December 2025
120
49,871
49,991


The notes on pages 13 to 25 form part of these financial statements.

Page 12

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


GENERAL INFORMATION

International Power (Impala) (the Company) is a private unlimited company incorporated and domiciled in England. The address of its registered office is Broadgate Tower, Floor 4, 20 Primrose Street, London, EC2A 2EW, United Kingdom. The nature of the Company’s operations and its principal activities are set out in the Strategic Report on page 1. 

2.ACCOUNTING POLICIES

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

 
2.1

Basis of preparation of financial statements

The Company meets the definition of a qualifying entity under FRS (Financial Reporting Standard) 100 issued by the Financial Reporting Council.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The Company is a wholly owned subsidiary of ENGIE UK Ltd (formerly International Power Ltd) and of its ultimate parent, ENGIE S.A. It is included in the consolidated financial statements of ENGIE S.A. which are publicly available. Therefore, under Section 400 of the Companies Act 2006 and paragraph 4(a) of IFRS 10 Consolidated Financial Statements, the Company is exempt from the requirement to prepare consolidated financial statements. Consequently, these separate financial statements present information about the Company as an individual undertaking and not its group. Where relevant, equivalent disclosures have been given in the group accounts of ENGIE S.A. 

The group accounts of ENGIE S.A. are available to the public and can be obtained as set out in note 18.

The following principal accounting policies have been applied:

 
2.2

Financial reporting standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in
Page 13

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (continued)


2.2
Financial reporting standard 101 - reduced disclosure exemptions (continued)

Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

  
2.3

Going concern

The Directors have paid close attention to the Company’s ability to continue to adopt the going concern basis of preparation for these financial statements. The Company has no reliance on external third-party debt and having closely reviewed current performance and forecasts, the Directors concluded that they have a reasonable expectation that the Company has adequate resources to continue its operations until at least 31 December 2027. For this reason, they have continued to adopt the going concern basis in preparing the financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentation currency is US dollars. Monetary amounts presented are rounded to the nearest thousand dollars. 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within ' other finance income'. 

  
2.5

Dividend income

Dividend income is recognised in the Income Statement when the Company's right to receive payment is established.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 14

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (continued)

 
2.7

Interest expense

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax expense is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

 
2.9

Dividends on shares presented within equity

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

  
2.10

Fixed asset investments

Fixed asset investments are stated at cost less provision for any impairment. At each reporting date, the Company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company makes a formal estimate of the asset’s recoverable amount (greater of fair value less costs to sell and value in use). Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.  An impairment provision is reversed to the extent that the asset’s recoverable amount is greater than the carrying value of the fixed asset investment.

 
2.11

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value in accordance with IFRS 9.

Financial assets

All recognised financial assets are subsequently measured in their entirety at amortised cost.

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest
Page 15

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (continued)


2.11
Financial instruments (continued)

method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For receivables, the Company requires expected lifetime losses to be recognised from initial recognition of the receivables. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Page 16

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements in conformity with FRS 101 requires the use of estimates and assumptions to determine the value of assets and liabilities, and contingent assets and liabilities at the reporting date, as well as income and expenses reported during the period.

The Company regularly revises its estimates in light of currently available information because of uncertainties inherent in the estimation process. Final outcomes could differ from those estimates.

The key estimates used in preparing the Company’s financial statements predominately relate to the measurement of: 

Recoverable amount of investments

Determining whether the Company’s investments in its subsidiaries have been impaired requires estimation of the investments’ values in use. The value in use calculations require the entity to estimate the future cash flows expected to be generated from the investees and suitable discount rates in order to calculate present values. The carrying amount of the investments at the reporting date was US$34,194,000 (2024: US$34,393,000).

Recoverable amount of debtors

Management regularly assesses whether there is objective evidence that an impairment loss on debtors has been incurred. The Company's risk management procedures include an assessment of risk - in particular counterparty risk - in the measurement of its financial instruments. The carrying amount of debtors at the reporting date was US$15,797,000 (2024: US$432,464,000).

Provisions

The carrying amount of provisions is estimated based on assumptions including the risk adjustment to cash flows or discount rates used, future changes in prices and estimates of costs. Management applies judgment in determining that the assumptions used are reasonable in these calculations. However, a change in estimates could have a material impact on the carrying amount of these provisions. The carrying amount of provisions at the reporting date was US$nil (2024: US$nil).

4.


OTHER OPERATING EXPENSE

2025
2024
$000
$000

Other operating expense
-
(283)

-
(283)




Page 17

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


DIRECTORS' REMUNERATION

The Directors did not receive any fees or emoluments from the Company during the year (2024: US$nil) directly attributable to their position within the Company. There exist no qualifying services from Directors attributable to the Company and Directors' fees are paid by other entities (of which US$nil is applicable to this entity).


6.


AUDITOR'S REMUNERATION

The auditor's remuneration for the year ended 31 December 2025 and 31 December 2024 was as follows:

2025
2024
$000
$000


Auditor's remuneration for the financial year
8
8



Audit fees and non-audit fees borne by ENGIE UK Ltd (formerly International Power Ltd) and its subsidiaries are set out in the financial statements of ENGIE UK Ltd (formerly International Power Ltd) for the year ended 31 December 2025 which can be obtained from Broadgate Tower, Floor 4, 20 Primrose Street, London, EC2A 2EW, United Kingdom.


7.


INTEREST RECEIVABLE AND SIMILAR INCOME

2025
2024
$000
$000


Interest receivable from group undertakings
21,192
23,258

21,192
23,258
Group undertakings are subsidiaries of ENGIE S.A.

8.


INTEREST PAYABLE AND SIMILAR EXPENSES

2025
2024
$000
$000


Bank interest payable
4
178

4
178
Group undertakings are subsidiaries of ENGIE S.A. 

9.


OTHER FINANCE (EXPENSE)/INCOME

2025
2024
$000
$000

Net foreign exchange (loss)/gain
(158)
66

(158)
66

Page 18

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


TAXATION


2025
2024
$000
$000

Corporation tax


Current tax charge on profit for the year
5,371
6,078

Adjustments in respect of previous periods
-
85

Total current tax charge
5,371
6,163

Factors affecting tax charge for the year

The current year applicable statutory tax rate is 25%.

The tax assessed for the year is lower than 
(2024: lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

2025
2024
$000
$000


Profit before tax
118,831
64,863


Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
29,708
16,216

Effects of:


Expenses not deductible for tax purposes
50
70

Exempt ABGH distributions
(24,500)
(10,500)

Prior year tax adjustment
-
85

Foreign exchange loss on tax balance
28
79

Share of partnership profits
85
213

Total tax charge for the year
5,371
6,163
Page 19

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
10.TAXATION (continued)


Factors that may affect future tax charge

The UK's main corporation tax rate was increased to 25% with effect from 1 April 2023. No future tax rate changes have been substantively enacted and therefore reflected in the measurement of deferred tax balances at the year end.

Impact of OECD Pillar Two Model Rules

Pillar Two of the Organisation for Economic Co-Operation and Development's (“OECD's”) Two Pillar Solution provides for the taxation of income of large groups at a minimum effective rate of 15% on a jurisdictional basis. 
 
The Company is a wholly-owned subsidiary of ENGIE SA, which is incorporated in France and is the ultimate parent undertaking for the Engie Group. The Group is within scope of the OECD Pillar Two model rules. 
 
Pillar Two legislation received Royal Assent on 11 July 2023 in the United Kingdom and applies to accounting periods beginning on or after 31 December 2023. As the Group’s effective tax rate in the UK is above 15%, the Company does not suffer any additional Pillar Two top-up taxes by the application of Pillar Two. 

The Company has applied the mandatory temporary exception to the requirements of IAS 12 under which a company does not recognise or disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.

Page 20

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

$000



Cost 


At 1 January 2025
34,393



At 31 December 2025

34,393



Impairment


Charge for the period
199



At 31 December 2025

199



Net book value



At 31 December 2025
34,194



At 31 December 2024
34,393

Page 21

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings


The following were directly held and other indirectly held subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

IPM Eagle LLP
Broadgate Tower Floor 4, 20 Primrose Street, London, England, EC2A 2EW
Partnership capital
70%
Normanbright (UK Co 5) Limited
Broadgate Tower Floor 4, 20 Primrose Street, London, England, EC2A 2EW
Ordinary shares
100%
IPM Eagle Desarrollos Espana S.L.
C/ Torrelaguna, 28043, Madris, Spain
Quota
100%
Normanglade 4 LLP (i)
Broadgate Tower Floor 4, 20 Primrose Street, London, England, EC2A 2EW
Partnership capital
99%
Normanclose 2 LLP (ii)
Broadgate Tower Floor 4, 20 Primrose Street, London, England, EC2A 2EW
Partnership capital
99%
Normanframe (UK Co. 6) Limited
Broadgate Tower Floor 4, 20 Primrose Street, London, England, EC2A 2EW
Ordinary shares
100%
IPM Peacock Limited
Broadgate Tower Floor 4, 20 Primrose Street, London, England, EC2A 2EW
Ordinary shares
100%
IPM Energy Company (UK) Limited
Broadgate Tower Floor 4, 20 Primrose Street, London, England, EC2A 2EW
Ordinary shares
100%
IPM Victoria B.V.
Grote Voort 291, 8041 BL ZWOLLE, Netherlands
Common stock
100%
Electro Metalurgica del Ebro S.L.
C/ Torrelaguna 79, 28043 MADRID, Spain
Quota
99.82%
IPM Eagle Eco Electrica S.A.
65, avenue de la Gare, 1611 LUXEMBOURG, Luxembourg
Ordinary shares
100%
Ecoelectrica Holdings LLC
Road 337 Km. 3.7, Bo.Tallaboa Poniente, PR 00624-9804 PEÑUELAS, Puerto Rico
Ordinary shares
50%
Ecoelectrica L.P.
Appleby Spurling & Kempe, Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda
Partnership capital
50%
Page 22

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Ecoelectric LLC
Road 337 Km. 3.7, Bo.Tallaboa Poniente, PR 00624-9804 PEÑUELAS, Puerto Rico
Ordinary shares
50%
IPM Puerto Rico Holdings Inc.
Road 337 Km. 3.7, Bo.Tallaboa Poniente, PR 00624-9804 PEÑUELAS, Puerto Rico
Ordinary shares
100%

(i) Normanbright (UK Co 5) Limited owns the remaining 1% partnership capital of Normanglade 4 LLP.
(ii) Normanframe (UK Co 6) Limited owns the remaining 1% partnership capital of Normanclose 2 LLP.


12.


DEBTORS: AMOUNTS DUE WITHIN ONE YEAR

2025
2024
$000
$000

Amounts owed by group undertakings - loans
-
420,000

Amounts owed by fellow subs
15,702
7,238

Other debtors
-
5,226

Corporation tax recoverable
95
-

15,797
432,464


'Amounts owed by ENGIE group undertakings - current accounts' are unsecured, subject to floating rates of interest plus a margin, and repayable on demand. 

13.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025
2024
$000
$000

Corporation tax payable
-
164

Group relief payable
-
162

-
326



14.


SHARE CAPITAL

2025
2024
$000
$000
Allotted, called up and fully paid



10,415 (2024:10,415) Ordinary shares of £1.00 each
20
20
100,001 (2024: 100,001) Ordinary shares of $1.00 each
100
100
Page 23

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.SHARE CAPITAL (continued)


120

120

The share capital represents the ordinary shares in the Company which carry rights to participate in the distribution of dividends or capital of the Company.

Ordinary shares rank pari passu with each other in respect of all rights, including dividend, voting and return of capital.

The Company is neither limited by share capital nor limited by guarantee.



15.


RESERVES

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

16.


RELATED PARTY TRANSACTIONS

2025
2024
$000
$000

Amounts owed by related parties
 
Other related parties
15,702
427,238
15,702
427,238

2025
2024
$000
$000

Amounts owed to related parties


Other related parties
-
162

-
162


17.


POST BALANCE SHEET EVENTS

The Directors confirm there are no material post balance sheet events at the date of signing the audit opinion.

Page 24

 
INTERNATIONAL POWER (IMPALA)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


CONTROLLING PARTY

The Company’s immediate parent undertaking is ENGIE UK Ltd (formerly International Power Ltd), the registered address of which is Broadgate Tower, Floor 4, 20 Primrose Street, London, EC2A 2EW, United Kingdom.

The Directors consider the Company’s ultimate parent undertaking and controlling party to be ENGIE S.A. which was incorporated in France and is headquartered in Paris, France and which is the parent undertaking of the largest and smallest group in which the results of the Company are consolidated for the year ended 31 December 2025 and the year ended 31 December 2024. The consolidated financial statements of ENGIE S.A. may be obtained from its registered office at 1, Place Samuel de Champlain, Faubourg de l'Arche, 92930 Paris la Défense, France.

Page 25