ACCOUNTS - Final Accounts preparation

Registered number: 16205029

SKY ZESTEC (COOP) LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2026

SKY ZESTEC (COOP) LIMITED

COMPANY INFORMATION

DIRECTORS	Peter Edward Dias (appointed 24 January 2025)
	David Nicholas Godwin Gilbert (appointed 24 January 2025)
	William Roger Grace (appointed 1 May 2026)
	Toby Charles Smith (appointed 1 May 2026)


REGISTERED NUMBER	16205029


REGISTERED OFFICE	UK House 5th Floor
	164-182 Oxford Street
	London
	W1D 1NN


INDEPENDENT AUDITORS	Bishop Fleming Audit Limited
	Chartered Accountants & Statutory Auditors
	Brook House
	Winslade Park
	Manor Drive
	Clyst St Mary
	Exeter
	EX5 1GD

SKY ZESTEC (COOP) LIMITED

CONTENTS

	Page
Directors' report	1
Directors' responsibilities statement	2
Independent auditors' report	3 - 6
Statement of income and retained earnings	7
Statement of financial position	8
Notes to the financial statements	9 - 13

SKY ZESTEC (COOP) LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 MARCH 2026

The directors present their report and the financial statements for the period ended 31 March 2026.

INCORPORATION

The company was incorporated in England and Wales on 24 January 2025. The reporting period is therefore a 14 month period.

DIRECTORS

The directors who served during the period were:

Peter Edward Dias (appointed 24 January 2025)

David Nicholas Godwin Gilbert (appointed 24 January 2025)

DISCLOSURE OF INFORMATION TO AUDITORS

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 auditors are 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 auditors are aware of that information.

AUDITORS

The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

SMALL COMPANIES NOTE

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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

Peter Edward Dias

Director

Date: 16 October 2026

Page 1

SKY ZESTEC (COOP) LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE PERIOD ENDED 31 MARCH 2026

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of 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:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

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

∙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 2

SKY ZESTEC (COOP) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SKY ZESTEC (COOP) LIMITED

OPINION

We have audited the financial statements of Sky Zestec (Coop) Limited (the 'Company') for the period ended 31 March 2026, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position and notes to the financial statements, including 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 March 2026 and of its loss for the period 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 Auditors' 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.

OTHER INFORMATION

The other information comprises the information included in the Directors' Report and Financial Statements other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Directors' Report and Financial Statements. 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.

Page 3

SKY ZESTEC (COOP) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SKY ZESTEC (COOP) LIMITED (CONTINUED)

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 Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has been prepared in accordance with applicable legal requirements.

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 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 4

SKY ZESTEC (COOP) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SKY ZESTEC (COOP) LIMITED (CONTINUED)

AUDITORS' 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 Auditors' 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

∙the nature of the industry and sector, control environment and business performance;

∙results of our enquiries of the directors about their own identification and assessment of the risks of irregularities

We have obtained and reviewed the Company’s documentation of their policies and procedures relating to:

∙identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance;

∙detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected, or alleged fraud;

∙the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations

We have considered the matters discussed among the audit engagement team regarding now and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate.

Our procedures to respond to risks identified included the following:

∙reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements

∙enquiring of Directors and management concerning actual and potential litigation claims;

∙performing procedures to confirm material compliance with the requirements of the above regulations;

∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud;

∙reading minutes of Director meetings; and

∙in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Page 5

SKY ZESTEC (COOP) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SKY ZESTEC (COOP) LIMITED (CONTINUED)

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

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' 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 Auditors' 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.

Mark Munro BA FCA (Senior statutory auditor)

for and on behalf of

Bishop Fleming Audit Limited

Chartered Accountants

Statutory Auditors

Brook House

Winslade Park

Manor Drive

Clyst St Mary

Exeter

EX5 1GD

19 October 2026

Page 6

SKY ZESTEC (COOP) LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE PERIOD ENDED 31 MARCH 2026

	Period ended 31 March
	2026
	£


Cost of sales		(1,535)
Gross (loss)/profit		(1,535)
Administrative expenses		(12,144)
Operating (loss)/profit		(13,679)
Interest payable and similar expenses		(19,622)
(Loss)/profit before tax		(33,301)
(Loss)/profit after tax		(33,301)



Loss for the period		(33,301)
Retained earnings at the end of the period		(33,301)

The notes on pages 9 to 13 form part of these financial statements.

Page 7

SKY ZESTEC (COOP) LIMITED

REGISTERED NUMBER:16205029

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2026

		2026
Note		£

Fixed assets
Tangible assets	4		574,634
			574,634
Current assets
Debtors: amounts falling due within one year	5	102,022
Cash at bank and in hand	6	526,958
		628,980
Creditors: amounts falling due within one year	7	(78,299)
Net current assets			550,681
Total assets less current liabilities			1,125,315
Creditors: amounts falling due after more than one year	8		(930,817)

Net assets			194,498

Capital and reserves
Called up share capital			227,799
Profit and loss account			(33,301)
			194,498

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Peter Edward Dias

Director

Date: 16 October 2026

The notes on pages 9 to 13 form part of these financial statements.

Page 8

SKY ZESTEC (COOP) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2026

1.	GENERAL INFORMATION

Sky Zestec (Coop) Limited is a private company, limited by shares, incorporated on 24 January 2025 and domiciled in England, The United Kingdom, company number: 16205029. The registered office is UK House 5th Floor, 164-182 Oxford Street, London, England, W1D 1NN.

The principal activity of the Company is the development of renewable energy sites for future generation and sale of electricity.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

GOING CONCERN

After making enquiries and having considered the ongoing support from SKY Renewable's S.A.R.L., the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial statements.

2.3

FINANCE COSTS

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.

2.4

TAXATION AND DEFERRED 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 charge 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 9

SKY ZESTEC (COOP) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (CONTINUED)

2.5

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Assets under construction are accounted for at cost. They are not depreciated until the accounting period in which they are brought into use. The Company brings the assets into use only when the solar sites are able to generate revenue.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Assets under construction

Not depreciated

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.6

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.7

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.8

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 10

SKY ZESTEC (COOP) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (CONTINUED)

2.9

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

EMPLOYEES

The Company has no employees other than the directors, who did not receive any remuneration.

4.	TANGIBLE FIXED ASSETS

		Assets under construction
		£
	COST OR VALUATION
	Additions	574,634
	At 31 March 2026	574,634

	NET BOOK VALUE
	At 31 March 2026	574,634

Page 11

SKY ZESTEC (COOP) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2026

DEBTORS

					2026
					£


	VAT recoverable	102,022
		102,022

6.	CASH AND CASH EQUIVALENTS
		2026
		£

	Cash at bank and in hand	526,958
		526,958

7.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2026
		£

	Trade creditors	97
	Accruals and deferred income	78,202
		78,299

8.	CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
		2026
		£

	Amounts owed to group undertakings	930,817
		930,817

Amounts owed to group undertakings of £930,817 are unsecured loans with year end balances amounting to £911,195 with accrued interest balances of £19,622. The loans bear interest at 6% and are repayable 15 years from the date of the agreement.

Page 12

SKY ZESTEC (COOP) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2026

9.	SHARE CAPITAL
		2026
		£

		ALLOTTED, CALLED UP AND FULLY PAID

		227,799 Ordinary shares of £1.00 each	227,799

On the 23 December 2025, the Company issued 227,799 shares of £1 each for a total consideration of £227,799.

10.	CAPITAL COMMITMENTS
	At 31 March 2026 the Company had capital commitments as follows:
		2026
		£

	Contracted for but not provided in these financial statements	369,868
		369,868

11.	RELATED PARTY TRANSACTIONS
	The Company has taken advantage of the exemption under paragraph 33.1A of FRS 102 not to disclose transactions with fellow subsidiaries under common ownership.

12.	CONTROLLING PARTY

The immediate parent undertaking is Sky Rooftop Holdings 1 Limited, which prepares financial statements in accordance with IFRS Accounting Standards. Sky Rooftop Holdings 1 Limited does not prepare consolidated financial statements as it qualifies as an investment entity under IFRS 10.

The ultimate parent undertaking and controlling party is SKY Renewables S.A.R.L. This is incorporated in Luxembourg with the registered address at 60 Avenue J.F Kennedy, L-1855, Luxembourg.

Page 13