Galaxy Holdco Limited

Statement of Cash Flows for the Period from 9 October 2025 to 30 June 2026

	2026 £
Cash flows from operating activities
Profit for the period	5,521,213
Adjustments to cash flows from non-cash items
Net profit on financial assets held at fair value through profit or loss	(5,534,648)
	(13,435)
Working capital adjustments
Increase in creditors	13,476
Net cash flow from operating activities	41
Cash flows from financing activities
Loan to group undertaking	200
Net cash generated from financing activities	200
Net increase in cash and cash equivalents	241
Cash and cash equivalents at 9 October 2025	-
Cash and cash equivalents at 30 June 2026	241

During the year there were 40 Ordinary £1 shares allotted at a premium of £5,536,288. The resulting £5,536,329 was a non-cash transaction with the shares issued in consideration for the acquisition of a fixed asset investment (see Note 8).

Galaxy Holdco Limited

Notes to the Financial Statements for the Period from 9 October 2025 to 30 June 2026

1	General information

Galaxy Holdco Limited, (the "Company") is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page and the nature of the Company's operations and its principal activity is that of a holding company.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

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

2.1 Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and The Republic of Ireland " ("FRS 102") and the requirements of the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see Note 3).

These are the first set of financial statements prepared by the Company and therefore no comparative figures are available.

The Company's presentational and functional currency is GBP.

2.2 Amendments to FRS 102 not yet applied

On 27 March 2024, the FRC issued Amendments to FRS 102. The effective date for most amendments is accounting periods beginning on or after 1 January 2026, with early adoption permitted. The Company has chosen not to early adopt any of the amendments in these financial statements.

The directors consider the most significant amendments to be the replacement of Section 23, now renamed Revenue from Contracts with Customers. The other changes are not currently expected to have a material impact on the Company. The new revenue and leasing requirements seek to provide greater consistency and alignment to the international accounting standards, i.e., IFRS 15. The Company is planning for the implementation of these changes and is at an early stage in evaluating their financial impact.

2.3 Accounting for subsidiaries

The directors have assessed the position of the Company and are of the opinion that the Company should exclude all subsidiaries from consolidation of the grounds set out in FRS 102 paragraph 9.9.

Consequently, the investments held as part of an investment portfolio are measured at fair value with changes in fair value recognised in the Statement of Comprehensive Income.

Galaxy Holdco Limited

Notes to the Financial Statements for the Period from 9 October 2025 to 30 June 2026

2.4 Going concern

As outlined in note 14, on 31 July 2026, the ultimate ownership of BSIF, Bluefield Renewables 1 Limited ("BR1" or the "Parent Company"), and the wider BR1 group changed.

The directors have considered the impact of the change in ultimate ownership on the Company's ability to continue as a going concern and have concluded it does not adversely affect the Company's operations, financial position, or ability to meet its obligations as they fall due. The Company's business activities continue to be unchanged, with all material customer arrangements, supplier contracts, financing arrangements, and regulatory licences remaining in place. There are no plans to dispose of significant assets, curtail operations, or cease trading.

Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements. The directors believe this basis is appropriate following the consideration of the Company's operations, financial position and its ability to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements.

Should any unforeseen circumstances require additional funding, the Company has obtained written confirmation from its immediate parent that it would provide financial support to meet the Company's liabilities for a period of at least twelve months from the date the financial statements are approved.

2.5 Financial instruments

Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. The Company offsets financial assets and financial liabilities if the Company has a legally enforceable legal right to offset the recognised amounts and interests and intends to settle on a net basis or realise the asset or liability simultaneously.

Financial assets

The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
The Company has not classified any of its financial assets as ‘held to maturity’ or as’ available for sale’. The Company’s financial assets comprise of only financial assets held at fair value through profit or loss, cash and loans and receivables.
 

Galaxy Holdco Limited

Notes to the Financial Statements for the Period from 9 October 2025 to 30 June 2026

Financial assets held at fair value through profit or loss
Classification

The Company has been classified as an investment entity and as such its investments in the SPVs are held at fair value through profit or loss and measured in accordance with the requirements of FRS 102 (see Note 3).

Recognition

Investments made by the Company in the SPVs are initially recognised at transaction price on the day the loan commitment is drawn down. Transaction costs arising from the acquisition of the investments in the SPVs that are recurring in nature and that would not be expected to be recovered on a subsequent sale of the investment (such as legal fees relating to due diligence and technical reviews of the solar farms) are expensed to the Statement of Comprehensive Income. However, transaction costs intrinsically linked to the value of the investments (such as legal fees relating to the contract on the construction and maintenance of solar assets, stamp duty costs relating to the leases on the solar farms, insurance during the construction and technical due diligence on construction) are included in the cost of the financial assets held at fair value through profit or loss.
 

Measurement

Subsequent to initial recognition, the investments in the SPVs are measured at each subsequent reporting date at fair value. Gains and losses resulting from the revaluation of investments in the SPVs are recognised in the Statement of Comprehensive Income. The Company has elected to recognise all gains and losses from Financial assets held at fair value through profit or loss as a single line in the Statement of Comprehensive Income. Fair value is determined in accordance with The International Private Equity and Venture Capital (“IPEV”) Valuation Guidelines.
 

Gains or losses, through profit or loss, are made up of the subsidiaries’ profit or loss, which comprises mainly of cash receipts from SPVs, fair value movement of SPV portfolio and cash received in respect of interest. Furthermore, other than dividends, cash receipts made to the Company are accounted for as repayments of loans and not reflected in the Company’s income.

Financial assets held at amortised cost

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest rate method. Debt instruments that are payable or receivable within one year are measured initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an outright short term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest of a similar debt instrument and subsequently at amortised cost.
 

Galaxy Holdco Limited

Notes to the Financial Statements for the Period from 9 October 2025 to 30 June 2026

2.5 Financial instruments (continued)

Financial assets held at amortised cost (continued)
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 the objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial liabilities measured at amortised cost, the impairment loss is measured as the difference between a liability’s carrying amount and the present value of estimated cash flows discounted at the liability’s original effective interest rate. If a financial liability has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset’s carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
 

A financial asset (in whole or in part) is derecognised either:

•	when the Company has transferred substantially all the risks and rewards of ownership; or

•	when it has neither transferred nor retained substantially all the risks and rewards and when it no longer has control over the assets or a portion of the asset; or

•	when the contractual right to receive cashflow has expired.

Financial liabilities

The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics.

All financial liabilities are initially recognised at fair value net of transaction costs incurred. Unless otherwise indicated the carrying amounts of the Company’s financial liabilities approximate to their fair values.

The Company’s financial liabilities consist of only financial liabilities measured at amortised cost.
 

Financial liabilities measured at amortised cost

These include trade payables, borrowings and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.

Derecognition of financial liabilities

A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the Statement of Comprehensive Income.
 

Galaxy Holdco Limited

Notes to the Financial Statements for the Period from 9 October 2025 to 30 June 2026

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 rate 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 twenty four 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 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 rate method.

2.9 Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt so that the amount charged is at a constant rate on the carrying amount. Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10 Borrowing costs

All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are
incurred.

2.11 Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest rate method.

2.12 Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income 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 balance are reversed if and when all conditions for retaining associated tax allowances have been met.

Galaxy Holdco Limited

Notes to the Financial Statements for the Period from 9 October 2025 to 30 June 2026

2.12 Taxation (continued)

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 the tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax balances are not discounted.

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 taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Galaxy Holdco Limited

Notes to the Financial Statements for the Period from 9 October 2025 to 30 June 2026

3	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements under FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The area involving a high degree of judgement or complexity or area where assumptions and estimates are significant to the financial statements have been identified as the risk of misstatement of the valuation of the SPV investments (see Note 7). revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future period affected.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future period if the revision affects both current and future periods.

The Board has determined that the Company shall exclude all subsidiaries from consolidation in accordance with FRS 102 paragraph 9.9C(a) ‘Subsidiaries are held as part of an investment portfolio’ as detailed in Note 2.3. This determination involves a degree of judgement due to the Company’s purpose to invest funds solely for returns from capital appreciation and investment income. Additionally, as the investments in the SPVs consist of both debt and equity investments, judgement has been applied to the unit of account for the measurement of these investments.

Going concern - refer to Note 2.4.
 

4	Other operating income

The analysis of the company's other operating income for the period is as follows:

	2026 £
Miscellaneous other operating income	5,534,648

5	Operating profit

The operating loss is stated after charging:

	Period from 9 October 2025 to 30 June 2026  £
Fees payable to the Company's auditor for the audit of the Company's annual financial statements	6,563

Galaxy Holdco Limited

Notes to the Financial Statements for the Period from 9 October 2025 to 30 June 2026

6

Employees

The company has no employees other than the directors, who did not receive any remunerations.

7

Taxation

	Period from 9 October 2025 to 30 June 2026  £
Corporation tax	-
Total current tax	-
Deferred tax
Total deferred tax	-
Taxation on loss on ordinary activities	-