Company registration number 14463415 (England and Wales)
QE DEVELOPMENT HOLDCO LTD
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
QE DEVELOPMENT HOLDCO LTD
CONTENTS
Page
Statement of financial position
1 - 2
Notes to the financial statements
4 - 11
QE DEVELOPMENT HOLDCO LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
Non-current assets
Property, plant and equipment
4
1,541
Investments
5
131,699
131,691
133,240
131,691
Current assets
Trade and other receivables
7
3,253,843
505,757
Cash and cash equivalents
115,350
995,772
3,369,193
1,501,529
Current liabilities
Trade and other payables
9
735,969
397,787
Net current assets
2,633,224
1,103,742
Non-current liabilities
Borrowings
8
2,183,981
1,888,126
Net assets/(liabilities)
582,483
(652,693)
Equity
Called up share capital
11
340,018
340,006
Share premium account
12
4,437,192
1,487,204
Retained earnings
(4,194,727)
(2,479,903)
Total equity
582,483
(652,693)
QE DEVELOPMENT HOLDCO LTD
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 2 -
For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.
The financial statements were approved by the board of directors and authorised for issue on 30 September 2026 and are signed on its behalf by:
J Jimenez
Director
Company registration number 14463415 (England and Wales)
QE DEVELOPMENT HOLDCO LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
15
(4,007,420)
(1,704,773)
Interest paid
(40,171)
(154,279)
Net cash outflow from operating activities
(4,047,591)
(1,859,052)
Investing activities
Purchase of property, plant and equipment
(1,866)
Purchase of subsidiaries
(5)
(3)
Interest received
572
151
Net cash (used in)/generated from investing activities
(1,299)
148
Financing activities
Proceeds from issue of shares
2,950,000
1,487,210
Proceeds from borrowings
218,468
1,070,487
Net cash generated from financing activities
3,168,468
2,557,697
Net (decrease)/increase in cash and cash equivalents
(880,422)
698,793
Cash and cash equivalents at beginning of year
995,772
296,979
Cash and cash equivalents at end of year
115,350
995,772
QE DEVELOPMENT HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
1
Accounting policies
Company information
QE Development Holdco Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 58 Marylebone High Street, London, W1U 5HT. The Company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the trueCompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
33% Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.4
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
QE DEVELOPMENT HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.5
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
QE DEVELOPMENT HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.7
Financial liabilities
The Company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.8
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The Company makes judgements in considering whether the carrying amounts of the project work in progress is recoverable and estimates their recoverable amounts where there are indicators of impairment.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
13
0
4
Property, plant and equipment
Computers
£
Cost
At 1 January 2024 and 1 January 2025
Additions
1,866
At 31 December 2025
1,866
QE DEVELOPMENT HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Property, plant and equipment
Computers
£
(Continued)
- 7 -
Accumulated depreciation and impairment
At 1 January 2024 and 1 January 2025
Charge for the year
325
At 31 December 2025
325
Carrying amount
At 31 December 2025
1,541
5
Investments
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
131,699
131,691
Fair value of financial assets carried at amortised cost
The directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
131,691
Additions
8
At 31 December 2025
131,699
Carrying amount
At 31 December 2025
131,699
At 31 December 2024
131,691
QE DEVELOPMENT HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
6
Subsidiaries
Subsequent to the reporting date, the below subsidiaries of the Group changed their legal names:
Former name New name
Pembroke Power BESS Limited Mymms Solar Farm Limited
Cay Brook Solar Farm Limited Robin Hood Solar Farm Limited
Wangie Hill Wind Farm Limited Dawnay Solar Farm Limited
Wath Lane Solar Farm Limited Fraxinus Solar Farm Limited
ES006 Limited Haughmond Hill Solar Farm Limited
These changes occurred after the year end and therefore the subsidiary names disclosed in these financial statements reflect their legal names as at the reporting date.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Ferndale QE BESS 1 Limited
England and Wales
Ordinary
100.00
QE Kingsnorth SPV Limited
England and Wales
Ordinary
100.00
The Mymms Solar Farm Limited
England and Wales
Ordinary
100.00
Heolddu Solar Park Limited
England and Wales
Ordinary
100.00
Robin Hood Solar Farm Limited
England and Wales
Ordinary
100.00
Dawnay Solar Farm Limited
England and Wales
Ordinary
100.00
Port Talbot Solar Limited
England and Wales
Ordinary
100.00
Cuckoo Hill Solar Farm Limited
England and Wales
Ordinary
100.00
River Trent Solar Farm Limited
England and Wales
Ordinary
100.00
Cromlet Hill Wind Farm Limited
England and Wales
Ordinary
100.00
Fraxinus Solar Farm Limited
England and Wales
Ordinary
100.00
Haughmond Hill Solar Farm Limited
England and Wales
Ordinary
100.00
7
Trade and other receivables
2025
2024
£
£
VAT recoverable
178,303
131,404
Amounts owed by fellow group undertakings
60,524
Project work in progress
3,049,097
310,909
Prepayments
26,443
2,920
3,253,843
505,757
8
Borrowings
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Loans from related parties
2,183,981
1,888,126
QE DEVELOPMENT HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Borrowings
(Continued)
- 9 -
The directors consider that the carrying amount of trade and other payables is approximately equal to their fair
value.
All financial instruments held by the group in the current period are carried at amortised cost.
The company's main liquidity risk exposure is with its parent undertaking, which at the reporting date was £2,183,981. The amounts payable are unsecured, repayable after more than 3 years, and bear interest a rate of 11%. Management deems liquidity risk to be low, given that these loans do not expire within 3 years.
9
Trade and other payables
2025
2024
£
£
Trade payables
511,916
242,212
Amounts owed to fellow group undertakings
30,570
-
Accruals
6,658
155,575
Social security and other taxation
148,565
Other payables
38,260
-
735,969
397,787
10
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
13,310
-
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
11
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
8
6
8
6
B Ordinary shares of £1 each
8
6
8
6
C Ordinary shares of £1 each
8
6
8
6
D Ordinary shares of £1 each
8
6
8
6
E Ordinary shares of £1 each
8
6
8
6
F Ordinary shares of £1 each
8
6
8
6
Deferred shares of 1p each
33,997,000
33,997,000
339,970
339,970
33,997,048
33,997,036
340,018
340,006
Ordinary shares carry full rights of voting. All shares have the right to participate in any distribution or dividends payable and rank pari passu in respect of dividends and on winding up.
QE DEVELOPMENT HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Share capital
(Continued)
- 10 -
Reconciliation of movements during the year:
Ordinary
Deferred
Number
Number
At 1 January 2025
36
33,997,000
Issue of fully paid shares
12
-
At 31 December 2025
48
33,997,000
On 5 September 2025, 1 of each class of £1 ordinary shares were issued at a premium of £1,679,994. In addition, on 15 September 2025, 1 of each class of £1 ordinary shares were issued at a premium of £1,269,994.
12
Share premium account
2025
2024
£
£
At the beginning of the year
1,487,204
Issue of new shares
2,949,988
1,487,204
At the end of the year
4,437,192
1,487,204
13
Capital risk management
The company is not subject to any externally imposed capital requirements.
14
Related party transactions
During the year the company entered into the following transactions with related parties:
Receipt of services
2025
2024
£
£
Other related parties
7,912
57,500
QE DEVELOPMENT HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
15
Cash absorbed by operations
2025
2024
£
£
Loss for the year before income tax
(1,714,824)
(1,767,297)
Adjustments for:
Finance costs
194,450
154,279
Investment income
(572)
(151)
Depreciation and impairment of property, plant and equipment
325
-
Movements in working capital:
Increase in trade and other receivables
(2,748,089)
(251,672)
Increase in trade and other payables
261,290
160,068
Cash absorbed by operations
(4,007,420)
(1,704,773)
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