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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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INTERNATIONAL POWER (ZEBRA) LIMITED
COMPANY INFORMATION
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INTERNATIONAL POWER (ZEBRA) LIMITED
CONTENTS
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INTERNATIONAL POWER (ZEBRA) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their Strategic Report of International Power (Zebra) Limited (the Company) for the year ended 31December 2025.
The company is an investing holding company with 100% investments in GDF SUEZ IP Luxembourg S.a.r.l. and ENGIE Global Development B.V. The company is a private company limited by shares.
The profit for the financial year after taxation amounted to €400,609,000 (2024: €1,973,483,000).
As shown in the income statement on page 10, there was a reduced profit in 2025 compared to 2024 due to a decrease in income from shares in investments in the current financial year. The statement of financial position, on page 11, shows the Company's financial position at the end of the current and preceeding financial year. The net assets have decreased from €6,465,158,000 to €4,443,767,000 due to the dividend paid in the financial year.
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:
The Company holds 100% investments in GDF SUEZ IP Luxembourg S.a.r.l. and ENGIE Global Developments B.V. On 31 December 2025, the Company performed an impairment test on all of its investments. The carrying value of ENGIE Global Development B.V. was subsequently impaired by €nil (2024: €nil).
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.
The Company has translation risk on monetary assets denominated in currencies other than its functional currency. The company's group relief recoverable is recorded in sterling totalling £6,780,000 (€7,770,000) (2024: £12,683,000 (€15,296,000)). The company's corporate tax recoverable totals £2,192,000 (€2,512,000) (2024: £nil (€nil)). The Company does not have sufficient foreign currency liabilities to offset this foreign exchange exposure. It is not the Company’s policy to hedge currency translation exposures through foreign exchange contracts or currency swaps. Although the foreign currency asset creates volatility in earnings from period to period, the Directors have assessed this exposure as acceptable.
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INTERNATIONAL POWER (ZEBRA) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
PRINCIPAL RISKS AND UNCERTAINTIES (continued)
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 €15,032,000 (2024: €2,003,483,000) earned interest at floating rates plus a margin. Interest-bearing liabilities with a nominal value of €875,191,000 (2024: €847,343,000) accrued 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.
The Company is exposed to liquidity risk on its financial liabilities which consist mainly of amounts owed to group undertakings. In order to maintain liquidity to ensure sufficient funds are available for ongoing activities and future developments, which is particularly important given the ongoing economic crisis, the Company benefits from access to financial support from ENGIE UK Ltd (formerly International Power Ltd). The Directors do not anticipate any issues in accessing necessary liquidity for the foreseeable future. The situation is, of course, under continual review.
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 the ISO 20400 Sustainable Procurement Standard. Providing excellent customer service is a key focus for the Company, demonstrated by the alignment to the Institute of Customer Service Mark standards and in relation to anti-corruption management system the Company is aligned with the principles of ISO 37001 Anti-Bribery Management Systems Standard. 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 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. The maintenance of high standards of conduct The Directors maintain high standards of business conduct by ensuring that activities of the UK-based 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.
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INTERNATIONAL POWER (ZEBRA) LIMITED
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 standard of conduct (continued) The Responsible Business Charter aims to ensure that ENGIE operates to the highest economic, social and environmental standards while building and maintaining public trust. 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 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 20 October 2026 and signed on its behalf.
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INTERNATIONAL POWER (ZEBRA) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their report and the audited financial statements of International Power (Zebra) Limited (the Company) for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to €400,609,000 (2024: €1,973,483,000).
The Directors proposed the payment of a dividend in respect of the year ended 31 December 2025 of €2,422,000,000 (2024: €nil).
The Directors who served during the year were:
The Company's share capital comprises 15,113,818,234 ordinary shares of £0.001 each which rank pari passu with each other in respect of all rights, including dividend, voting and return of capital.
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 had net current liabilites of €857,874,000 as at 31 December 2025 (2024: net current assets of €1,163,517,000). The Directors have considered the application of the going concern basis of accounting. In making this assessment, the Directors have reviewed the Company's financial position, forecasts, and liquidity and have 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 staterments.
FUTURE DEVELOPMENTS The Company has no significant future developments to report.
The Company had no employees (2024: none) and incurred no related costs during the financial year (2024: €nil).
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS Please refer to the 'Directors' statement of compliance with duty to promote the success of the Company' in the Strategic Report.
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INTERNATIONAL POWER (ZEBRA) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
This report was approved by the board on
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INTERNATIONAL POWER (ZEBRA) LIMITED
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 (Zebra) Limited (the Company) in accordance with applicable law and regulations.
Company law requires the Directors to prepare audited financial statements of International Power (Zebra) Limited (the Company) for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with law and 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 (Zebra) Limited (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.
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INTERNATIONAL POWER (ZEBRA) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERNATIONAL POWER (ZEBRA) LIMITED
We have audited the financial statements of INTERNATIONAL POWER (ZEBRA) LIMITED (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).
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.
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.
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INTERNATIONAL POWER (ZEBRA) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERNATIONAL POWER (ZEBRA) LIMITED (CONTINUED)
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.
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.
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.
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INTERNATIONAL POWER (ZEBRA) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERNATIONAL POWER (ZEBRA) LIMITED (CONTINUED)
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.
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.
for and on behalf of
Citygate
St James' Boulevard
United Kingdom
NE1 4JD
Date:
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INTERNATIONAL POWER (ZEBRA) LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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INTERNATIONAL POWER (ZEBRA) LIMITED
REGISTERED NUMBER: 07451673
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 13 to 22 form part of these financial statements.
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INTERNATIONAL POWER (ZEBRA) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
International Power (Zebra) Limited (the Company) is a private limited company incorporated and domiciled in England and limited by shares. The address of its registered office is Broadgate Tower, Floor 4, 20 Primrose Street, London, England, 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 for all years presented.
The Company meets the definition of a qualifying entity under FRS (Financial Reporting Standard) 101 issued by the Financial Reporting Council.
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 17.
The following principal accounting policies have been applied:
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 Accounting Estimates and Errors
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (continued)
∙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
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 had net current liabilites of €857,874,000 as at 31 December 2025 (2024: net current assets of €1,163,517,000). The Directors have considered the application of the going concern basis of accounting. In making this assessment, the Directors have reviewed the Company's financial position, forecasts, and liquidity and have 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 staterments.
Functional and presentation currency
Transactions and balances
Dividend income is recognised in the Income Statement when the Company's right to receive payment is established.
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (continued)
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.
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
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (continued)
method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Impairment of financial assets
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.
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 the recoverable amount of investments and debtors. Recoverable amount of investments Determining whether the Company’s investments in its subsidiaries and participating interests have been impaired requires estimation of the investments' value in use. The value in use calculations require the entity to estimate the future cash flows expected to be generated from the investees and a suitable discount rate in order to calculate present values. The carrying amount of the investments at the reporting date was €5,301,641,000 (2024: €5,301,641,000) with an impairment loss of €nil (2024: €nil). Recoverability of debtors Management regularly assesses whether there is objective evidence that an impairment loss on debtors
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.JUDGMENTS IN APPLYING ACCOUNTING POLICIES (continued)
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 the debtors at the reporting date was €25,314,000 (2024: €2,019,105,000).
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The UK's main corporation tax rate 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.
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8.TAXATION (continued)
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.
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
Profit and loss account
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INTERNATIONAL POWER (ZEBRA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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, England, 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.
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