|
Registered number: 14067188
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
COMPANY INFORMATION
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
CONTENTS
|
|
|
|
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
REGISTERED NUMBER: 14067188
BALANCE SHEET
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders' (deficit)/funds
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime, under sectoin 444 of the Companies Act 2006.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 October 2026.
The notes on pages 3 to 11 form part of these financial statements.
Page 1
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
Shares redeemed during the year
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 and 1 January 2025
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the year (note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 3 to 11 form part of these financial statements.
|
Page 2
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The principal activity of the entity is that of an investments holdings company and invests in equity and equity-related investments into (i) developer and development pipelines of utility scale solar PV, onshore wind and batteries primarily in the UK and EU-27; and (ii) ready-to-build an operating utility scale solar PV, onshore wind and/or battery assets.
Octopus Energy Development Holdings Limited (Company number: 14067188), having its registered office and principal place of business at UK House, 5th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN is a private limited company incorporated in England and Wales.
2.Accounting policies
|
|
|
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, management is required to make judgements, estimations and assumptions about the carrying value of assets and liabilities that are not readily ascertainable from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes may differ from these estimates. The estimates and underlying assumptions are reviewed on a continuing basis, revisions to accounting estimates are recognised in the period in which the estimated are revised.
Judgement: Basis of non-consolisation
The Company’s business purpose is to invest in and manage a portfolio of renewable energy development investments with a view to capital appreciation. The Company evaluates performance on a fair value basis.
The directors consider that the Company meets the characteristics of an investment entity as described in FRS 102 and therefore measures its investments at fair value through profit or loss.
As permitted under Section 9 of FRS 102 and the small companies regime, the Company has not prepared consolidated financial statements.
Key sources of estimation uncertainty: Fair value estimation for investments held at fair value
The Company holds investments in unlisted renewable energy development and early-stage construction entities. These investments comprise equity interests in development platforms engaged in solar, onshore wind and battery storage projects across Europe.
Investments are measured at fair value through profit or loss. See note 2.8 for details of fair value estimation.
The following principal accounting policies have been applied:
Page 3
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has taken advantage of the exemption in Financial Reporting Standard 102, Section 3.1B from the requirement to produce a Statement of Cash Flows on the grounds that the entity qualifies as small.
As at 31 December 2025, the Company had net liabilities of €15,936,858 (2024: €7,485,102 assets) and generated a loss of €30,852,858 (2024: €8,215,408 loss) of which €30,267,444 (2024: €6,557,466) related to fair value movements.
The entity does not have any external borrowings and continues to benefit from substantial undrawn investor commitments, and forecast operating expenditure remains modest relative to available funding sources. The projects continue to progress with minimal alterations.
The parent undertaking has committed to providing financial support for at least the next twelve months from the date of the signing of these financial statements. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.
|
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is Euros.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'administrative expense'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'fair value movements'.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
Page 4
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Finance costs are charged to Statement of Comprehensive Income 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 financial liabilities. Where such costs are immaterial they are expensed as incurred.
Tax is recognised in 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 balance sheet date in the countries where the Company operates and generates income.
Investments in unlisted development and early-stage construction entities are measured at fair value through profit or loss.
Given the early-stage nature of the underlying projects and the absence of observable operating cash flows, fair value is determined primarily by reference to the price of recent investment (PRI), being the most recent arm’s length transaction in the investee entity. These valuations are considered Level 3 within the fair value hierarchy, as they are based on unobservable inputs.
The directors consider the price of recent investment to represent fair value unless there has been a material event or change in circumstances that would indicate that the fair value has moved above or below that price.
Such events and assumptions may include; significant changes in project development status, discount rates, grant or refusal of key permits or grid connections, adverse regulatory developments, or Subsequent funding rounds at different valuations.
These assumptions are reviewed on a periodic basis and, where appropriate, updated to reflect changes in market conditions and project-specific risk characteristics. The resulting valuations are then used in determining the fair value of the Company's investments.
Where such indicators exist, the directors adjust the carrying value to reflect their estimate of fair value at the reporting date.
Gains and losses arising from changes in fair value are recognised in Statement of Comprehensive Income.
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.
Page 5
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
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.
Short-term creditors are measured at the transaction price.
Page 6
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of 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 and loans to related parties.
Financial assets
Basic financial assets, including trade and other receivables, 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.
At the end of each reporting year financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the assets’ original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (i) the contractual rights to the cash flows from the asset expire or are settled, or (ii) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (iii) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Other financial assets, including investments in equity instruments, are initially measured at fair value, typically represented by the transaction price. These assets are subsequently revalued to their fair value at each reporting date. For investments not traded in an active market, fair value is determined using valuation techniques appropriate to the investment. Given the entity invests in development-stage assets or early construction phase assets, the entity applies the PRI methodology. These Level 3 valuations are reviewed on a quarterly basis in line with the fair value policy as set out in note 2.8.
Financial liabilities
Basic financial liabilities, including trade and other payables and loans from related parties, 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 receipts discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Page 7
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a valuation technique.
The Company’s activities expose it to a number of financial risks, including credit risk, liquidity risk and market risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance.
Credit risk
The Company’s principal financial assets are amounts owed by group undertakings and cash balances. Credit risk is considered low as counterparties are fellow group entities and established financial institutions.
Liquidity risk
The Company is dependent on financial support from group undertakings to meet its obligations as they fall due. The directors monitor cash flow forecasts and are satisfied that adequate funding will be available for at least 12 months from the date of approval of these financial statements.
Foreign exchange risk
The Company’s functional currency is the EUR. Certain share capital and transactions are denominated in GBP. The Company is therefore exposed to foreign exchange risk on movements between EUR and GBP. The directors monitor exchange rate movements and consider the exposure to be limited.
Concentration risk
The Company’s investments are concentrated in renewable energy development platforms. The directors monitor the performance and risk profile of these investments on a regular basis.
|
|
The company has no employees other than the directors, who did not receive or waive any remuneration.
|
Page 8
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 9
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
The Company holds investments in unlisted renewable energy development and early-stage construction entities. These comprise equity and equity-related investments in development platforms engaged in utility-scale solar PV, onshore wind and battery storage projects primarily in the UK and EU-27.
These underlying investments comprise loan notes issued to developer entities, and carry interest rates ranging between 6-12% per annum
Investments are measured at fair value through profit or loss in accordance with the accounting policy set out in Note 2.8.
Additions during the year primarily represent further capital injections into existing development platforms and early-stage construction assets.
The fair value movement in the year reflects adjustments to investment valuations in accordance with the PRI methodology. This includes the impact of accrued interest reflected within investment valuations, valuation adjustments to align carrying values with underlying development performance, and foreign exchange movements.
All investments are unquoted and represent Level 3 valuations.
|
Page 10
|
|
OCTOPUS ENERGY DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
Subscription monies pending allotment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within amounts owed to group undertakings are fixed rate unsecured loan notes of €125,049,610 (2024: €77,772,158) with Octopus Energy Development Partnership LP. The loan notes incur interest of 7.22% (2024: 7.20%) and have a maturity date that is the earlier of 21 March 2032 or the termination date of the Partnership.
Interest payable of €7,017,986 (2024: €2,816,732) has been recognised in the statement of comprehensive income.
The rest of the amounts owed to group undertakings are interest-free and repayable on demand.
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
18,977,361 (2024 - 11,650,292) Ordinary shares of £0.01 each
|
|
|
7,327,069 Ordinary shares were issued during the year for a nominal value of £0.01 and a premium of £0.99 was paid on each of the shares issued.
|
|
Related party transactions
|
|
|
The Company has taken advantage of Section 33.1A of Financial Reporting Standard 102 in not disclosing transactions between wholly-owned members of a group.
|
|
|
Parent undertaking and controlling party
|
The Company's controlling party is Octopus Energy Development GP Limited (acting as General Partner to Octopus Energy Development Partnership L.P., a limited partnership registered in England).
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 5 October 2026 by Anthony Matthews, FCA (Senior Statutory Auditor) on behalf of Deloitte LLP.
Page 11
|
|
|