REGISTERED NUMBER: OC455275 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

27 JANUARY 2025 TO 31 MARCH 2026

FOR

CARNO 3 LLP

Page

General Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DESIGNATED MEMBERS:

Amegni Renewables Limited

Gresham House Wind Energy 3 LP

REGISTERED OFFICE:

Bron Haul

Carno

Caersws

Powys

SY17 5JY

REGISTERED NUMBER:

OC455275 (England and Wales)

AUDITORS:

Magma Audit LLP (part of the Dains Group)

First Floor, Lakeside House

4 Smith Way

Grove Park

Leicester

Leicestershire

LE19 1SX

FIXED ASSETS

Tangible assets

4

17,568,990

CURRENT ASSETS

Debtors

5

7,035,321

Cash at bank

12,072,850

19,108,171

CREDITORS

Amounts falling due within one year

6

(677,161

)

NET CURRENT ASSETS

18,431,010

TOTAL ASSETS LESS CURRENT LIABILITIES

and

NET ASSETS ATTRIBUTABLE TO MEMBERS

36,000,000

LOANS AND OTHER DEBTS DUE TO MEMBERS

-

MEMBERS' OTHER INTERESTS

Capital accounts

36,000,000

36,000,000

TOTAL MEMBERS' INTERESTS

Members' other interests

36,000,000

Amounts due from members

5

(27,869

)

35,972,131

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

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

The financial statements were approved by the members of the LLP and authorised for issue on 26 October 2026 and were signed by:

Gresham House Wind Energy 3 LP - Designated member

1.	STATUTORY INFORMATION

Carno 3 LLP (the "LLP") (OC455275) is a Limited Liability Partnership registered in England and Wales. Its registered office address is Bron Haul, Carno, Caersws, Powys, Wales, SY17 5JY.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

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

Going concern

The Designated Members have prepared the financial statements on a going concern basis. As at 31 March 2026 the LLP had net current assets of £18,431,010 and net assets of £35,972,131 Subsequent to the year end, the LLP secured external financing of £92 million, providing the funding necessary to support the continued construction and development of the wind farm project. On this basis, the Designated Members have concluded that the LLP has adequate financial resources to continue its operations and meet its liabilities as they fall due for the foreseeable future.

Tangible fixed assets

Assets under construction are stated at acquisition cost. Additions include amounts payable to third party contractors for the construction of the wind farm and other costs that were directly attributable to bringing the assets into working condition for their intended use.

Depreciation is provided on all property, plant and equipment, at annual rates calculated in order to write off the cost, less estimated residual value, on a straight-line basis over their expected useful lives.

Depreciation commences when the asset becomes ready for its intended use. The residual values, if not insignificant, and remaining useful lives are reassessed at each reporting date. When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment.

Interest on loan amounts used for capital expenditure during the construction phase of the assets are capitalised according to the nature of the capital expenditure.

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

Impairment of non-financial assets

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset may be impaired. If there is such an indication, the recoverable amount of the asset is compared to the carrying amount of the asset.

The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating unit’s) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.

If the recoverable amount of the asset is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.

If an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

Financial instruments

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

(i) Financial assets

Basic financial assets, including other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

(ii) Financial liabilities

Basic financial liabilities, including trade creditors and other creditors are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Taxation

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

Cash and cash equivalents

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

Operating leases

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

Members' participation rights

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

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

Profits and losses are allocated by the LLP to the Members in their relevant portions, or other portions as the members may unanimously agree in writing. Such profits and losses are classed as an expense through the profit and loss rather than an appropriation of equity.

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

Critical accounting judgements and key sources of estimation uncertainty

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

(i) Carrying value of fixed assets

Assets under construction are recognised at cost, comprising directly attributable development, construction, professional, financing and other qualifying expenditure incurred in bringing the asset to the condition necessary for its intended use. As these assets are not yet available for use, management assess at each reporting date whether the capitalised costs continue to meet the asset recognition criteria and whether the carrying value remains recoverable.

3.	EMPLOYEE INFORMATION

The average number of employees during the period was NIL.

4.	TANGIBLE FIXED ASSETS

Assets

under

construction

£

COST

Additions

17,568,990

At 31 March 2026

17,568,990

NET BOOK VALUE

At 31 March 2026

17,568,990

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts due from members

27,869

Other debtors

155,609

VAT

1,802,477

Prepayments

5,049,366

7,035,321

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

100,450

Other creditors

244

Accruals and deferred income

576,467

677,161

7.	LEASING AGREEMENTS

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

£

Within one year

61,200

Between one and five years

240,000

In more than five years

1,680,000

1,981,200

8.	LOANS AND OTHER DEBTS DUE TO MEMBERS

Loans and other debts due to members rank behind other unsecured creditors of the LLP and do not carry any fixed date of repayment. No interest is charged on amounts due to members.

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

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

The Report of the Auditors was unqualified.

Ryan Parkin (Senior Statutory Auditor)

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

10.	RELATED PARTY DISCLOSURES

During the period, the LLP incurred development expenses from Amegni Limited totalling £32,459. At 31 March 2026, the LLP owed £30,000 in respect of these services.The amount is interest free and repayable on demand.

During the period, the LLP incurred expenses of £595,690 from Gresham House Asset Management Limited. At 31 March 2026, £nil was due to this company.

11.	POST BALANCE SHEET EVENTS

In May 2026, subsequent to the period end, the LLP secured external financing of £92 million from Santander. This funding provides the financial resources required to support the continued construction and development of the windfarm project.

12.	ULTIMATE CONTROLLING PARTY

The LLP is owned and managed by its Designated Members. No single member holds a controlling interest and accordingly the LLP has no ultimate controlling party.