The directors present their annual report and the audited financial statements of Loudwater BESS Limited ("the Company") for the year ended 31 March 2025.

The principal activity of the Company is the development, construction and operating of a battery storage facility in Loudwater, High Wycombe.

The results for the year are set out on page 8.

The loss for the financial year, after taxation, amounted to £49k (2024: loss of £37k).

The Company has performed in line with Directors’ expectations, as the project is currently in the construction phase.

Ordinary dividends were paid amounting to £nil (2024: £nil). The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Eku Energy Group Limited has made qualifying third-party indemnity provisions for the benefit of the Directors of all its subsidiaries, including Loudwater BESS Limited. These provisions were in force during the year and at the date of the approval of the financial statements.

The independent auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

In the case of each director in office at the date the Directors' Report is approved:

• so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

The directors believe that using key performance indicators for the Company is not necessary or appropriate for an understanding of the performance or position of the Company.

Climate change

There is not expected to be a significant impact upon the Company's operational or financial performance arising from climate change.

These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.

This report has been prepared in accordance with the special provisions applicable to small companies entitled to the small companies exemption. Exemption has also been taken from the requirement to prepare a Strategic Report.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework", and applicable law).

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 financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK Accounting Standards, comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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.

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 enable them to ensure that the financial statements comply with the Companies Act 2006.

In our opinion, Loudwater BESS Limited's financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework", and applicable law); and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: the Statement of financial position as at 31 March 2025; Statement of comprehensive income and the Statement of changes in equity for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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.

In auditing the financial statements, we have concluded that the members’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the members with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The members are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Directors report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' Report for the year ended 31 March 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors' Report.

As explained more fully in the Directors' responsibilities statement, the members are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The members are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the members are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the members either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 auditors’ 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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and the risk of management bias in accounting estimates. Audit procedures performed by the engagement team included:

• Enquiries of management around known or suspected instances of non-compliance with laws and regulations, claims and litigation, and instances of fraud;

• Understanding of management's controls designed to prevent and detect irregularities;

• Review of board minutes;

• Challenging management on assumptions and judgements made in their significant accounting estimates; and

• Identifying and testing journal entries to assess whether any of the journals exhibited characteristics of fraud or appeared unusual in nature

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

• certain disclosures of members’ remuneration specified by law are not made; or

• the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the members were not entitled to: take advantage of the small companies exemption in preparing the Directors' Report; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.

There is no other comprehensive income in the year (2024: £nil). All the activities of the company are from continuing operations.

The notes on pages 11 to 17 form part of these financial statements.

The notes on pages 11 to 17 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The notes on pages 11 to 17 form part of these financial statements.

Loudwater BESS Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom. The registered office is The Corner Building, 91-93 Farringdon Road, London, England, EC1M 3LN.

The principal activity of the Company is the development, construction and operating of a battery storage facility in Loudwater, High Wycombe.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards. During the year, the Company has changed the presentation of the Statement of Financial Position and the Statement of Comprehensive Income to present these using the adapted format based on IAS 1 as it is deemed to provide more relevant information to the users of the financial statements. The comparative information has been updated accordingly, however this new presentation policy has had no impact on the results previously presented.

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 £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• The following paragraphs of IAS 1, 'Presentation of financial statements':

- 10(d) (statement of cashflows);

- 16 (statement of compliance with all IFRS);

- 38A (requirement for minimum of two primary statements, including cash flow statements);

- 38B-D (additional comparative information);

- 111 (statement of cash flows information); and

- 134-136 (capital management disclosures).

• IAS 7, 'Statement of cash flows'.

• Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective).

• Paragraphs 38 of IAS 1, 'Presentation of financial statements' – comparative information requirements in respect of:

- paragraph 79(a)(iv) of IAS 1; and

- paragraph 73(e) of IAS 16, 'Property, plant and equipment'.

• Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation).

• The requirements in IAS 24, ‘Related party disclosures’, to disclose related party transactions entered into between two or more members of a group.

Where required, equivalent disclosures are given in the group accounts of Eku Energy Group Limited. The group accounts of Eku Energy Group Limited are available to the public and can be obtained as set out in note 13.

The Directors have considered the ability of the Company to continue as a going concern for a period of at least 12 months from the date of approval of the financial statements. In assessing the going concern assumption the Directors have reviewed the Company’s forecasted cash flows as well as the funding requirements of the Company for the period to true30 September 2026 under both a base case and a downside scenario.

On 31 March 2023, Macquarie GIG Energy Transition Solutions (MGETS) and British Columbia Investment Management Corporation (BCI) entered into a shareholder agreement, through which they have committed to provide significant funding into the Eku Energy Group.

MGETS and BCI have provided letters of financial support to the Company confirming that they will provide the necessary financial support to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date the financial statements are approved.

The Directors' assessment of the ability of the Company to continue as a going concern considered the committed funding from the shareholders alongside the base and downside cash flow forecasts. Based on this assessment, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of no less than 12 months from the date of approval of the Company’s financial statements for the year ended 31 March 2025. Accordingly, the financial statements have been prepared on a going concern basis.

Assets under construction

These are costs which are directly attributable to the construction of battery storage facilities for commercial operation.

Right of use assets

See leases accounting policy for details.

Depreciation is calculated using the straight-line method to allocate their cost over their estimated useful lives, as follows:

Assets under construction are not depreciated.

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

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.

Other financial assets

Other financial assets, including trade and other receivables are recognised initially at fair value. They are subsequently measured at amortised cost using the effective interest method.

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, 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.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

In the current year, the following new and revised Standards and Interpretations have been adopted by the company:

• Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS 1,

• Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7, and

• International Tax Reform – Pillar Two Model Rules – amendments to IAS 12.

The amendments listed above did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

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 estimates and underlying assumptions are reviewed on an ongoing 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 periods if the revision affects both current and future periods.

Management is required to assess the Group’s assets for indicators of impairment. Management takes into account external, internal and other potential indicators of impairment, and applies judgement in assessing whether any indicators exist.

The average number of persons employed by the Company during the financial year, including the Directors, amounted to nil (2024: nil). The Directors are not employed by the company and did not receive any remuneration during the year (2024: £nil).

The remuneration of the directors is paid by Eku Energy Limited, which makes no recharge to the Company. The Directors of the Company are directors of a number of fellow subsidiaries, and it is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries. Accordingly, the remuneration of the directors is not disclosed in the Company financial statements but is disclosed in the aggregate of directors’ remuneration disclosed in the financial statements of Eku Energy Limited.

The charge for the year can be reconciled to the loss per the statement of comprehensive income as follows:

The right of use asset relates to a land lease which expires in October 2054. The right of use asset remeasurement adjustment reflects a change in the expected cash flows over the remaining life of the lease following the application of an indexation change and an extension to the lease term. The total cash outflow for leases in the year was £152k (2024: £106k).

The battery storage asset remained under construction at 31 March 2025. The asset is expected to be fully operational from July 2025.

The assets under construction additions figure includes an amount of £11k relating to the current period audit fee (2024: £7k).

Borrowing costs have been capitalised at a rate of 7.95%, in line with the discount rate applicable to the lease liability. During the year £118k has been capitalised (2024: £72k).

Amounts due from fellow group undertakings relate to VAT refunds received by Maldon BESS Limited (2024: £nil). As VAT returns are submitted as a group, any rebates due are paid directly to Maldon BESS Limited.

Other debtors relates to grid deposits paid to National Grid that will be refunded when the site is connected to the grid (2024: £nil).

Amounts owed to group undertakings relates to work in progress fees of £17,218k and £6,500k settled by Eku Energy Projects (UK) Limited and Eku Energy Faune Projects (UK) Limited respectively (2024: £4,697).

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The lease liability relates to a land lease which expires in October 2054. During the year, there was a remeasurement adjustment which reflects a change in the expected cash flows over the remaining life of the lease following the application of an indexation change and an extension to the lease term.

The Company has one class of Ordinary Share with a nominal value of £1 each.

At 31 March 2025 the company had capital commitments as follows:

The immediate parent company is Eku Energy Faune Projects (UK) Limited (incorporated in Great Britain and registered in England and Wales).

The ultimate parent undertaking and controlling party of the Company at the balance sheet date was Macquarie Green Energy Transition Solutions SCSp, a special limited partnership incorporated in Luxembourg.

Eku Energy Group Limited is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of the Eku Energy Group Limited consolidated financial statements can be obtained from the Company Secretary at The Corner Building, 91-93 Farringdon Road. London, EC1M 3LN.

The directors of the company have agreed with the company's auditors that the auditor's liability to damages for breach of duty in relation to the audit of the company's financial statements for the year to 31 March 2025 and the financial statements of its parent, Eku Energy Group Limited (the ‘parent’) and its other UK subsidiary companies whose statutory audits are governed by the same agreement with the auditor (the ‘subsidiaries’) will be limited to the greater of £5m or 5 times the auditor's fees for the statutory audits, and that, in any event, the auditor's liability for damages will be limited to that part of any loss suffered by the parent company and the subsidiaries as is just and equitable having regard to the extent to which the auditor, the parent company, the subsidiaries and any third parties are responsible for the loss in question. The shareholders of the parent and its subsidiaries approved this liability limitation agreement, as required by the Companies Act 2006, by a resolution dated 24 March 2025.