Company registration number 14407423 (England and Wales)
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
7,700,336
5,675,909
Current assets
Debtors
5
1,845,166
105,349
Cash at bank and in hand
532,643
75,660
2,377,809
181,009
Creditors: amounts falling due within one year
6
(1,920,524)
(1,533,192)
Net current assets/(liabilities)
457,285
(1,352,183)
Total assets less current liabilities
8,157,621
4,323,726
Creditors: amounts falling due after more than one year
7
(9,056,800)
(5,549,663)
Net liabilities
(899,179)
(1,225,937)
Capital and reserves
Called up share capital
9
2,230,000
100
Profit and loss reserves
(3,129,179)
(1,226,037)
Total equity
(899,179)
(1,225,937)
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 profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 11 May 2026 and are signed on its behalf by:
Mr C Kosmas
Director
Company registration number 14407423 (England and Wales)
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
MorGen WWH Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 14 St George Street, London, UK, W1S 1FE.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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
At the balance sheet date the company has net liabilities of £899,179 and net current assets of £457,285. The directors believe that the company is able to continue to meet all of its obligations since the directors of the company's ultimate parent undertaking, Trafigura Holding Sarl, have confirmed that it is the intention to continue to provide financial support for a period of at least 12 months from the date of approval of the company's financial statements.true
The company has a loan note in place issued by MorGen Energy UK to MorGen WWH Ltd, which at the balance sheet date amounted to £9,056,800 (being principal of £8,948,038 plus accrued interest). This loan note is not due for repayment until 2040.
Additionally, the directors consider the company a going concern due to the fact that the company has been awarded a grant by the Department for Energy Security and Net Zero, has secured debt financing, and benefits from committed equity from its ultimate parent, which will all be used to fund eligible costs during the construction phase, providing contractually committed funding support for the going concern assessment.
Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the company 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
Revenue
Revenue represents amounts receivable in respect of services provided to group undertakings. Revenue is recognised as the services are performed and is measured at the fair value of the consideration receivable, in accordance with FRS 102 Section 23.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Computers
Straight line basis over 5 years
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
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 credited or charged to profit or loss.
Assets under Construction:
During the development and construction phase, the costs associated with asset development and construction are capitalised and classified as "Assets under Construction" within the property, plant and equipment. These include costs of material, direct labour and an appropriate portion of production overheads as well as costs for contracted suppliers and services that occurred in the development and construction phase. Once the asset is completed and commissioned the "Assets under Construction" will be transferred to the appropriate asset category from which time the assets will commence being depreciated over the useful life using the depreciation rate applicable to the category concerned.
1.5
Impairment of fixed assets
At each reporting period 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.
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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and 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.
1.7
Financial instruments
The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial instruments classified as receivable or payable within one year are not amortised.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Foreign exchange
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences arising on translation are recognised in the profit and loss account in the period in which they arise.
The foreign exchange loss of £720,423 (2024: gain of £124,772) arises from the redenomination in November 2025 of three CHF-denominated intercompany loans, with an aggregate principal of CHF 9,123,800, previously owed by the company to MorGen Energy AG. As part of a group restructuring, the borrower position was novated to MorGen Energy UK Ltd and the outstanding CHF balances, including accrued interest of CHF 312,800, were converted into sterling at a rate of 1 GBP = CHF 1.0546, resulting in a consolidated opening GBP loan balance of £8,948,038. This balance includes capitalised accrued interest and does not represent solely drawn principal. Following the restructuring, the company has no remaining CHF-denominated monetary items and all future obligations under the loan are denominated in sterling.
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
2
Judgements and key sources of estimation uncertainty
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Assets under construction
All costs associated with the development and construction of the hydrogen production facilities that are expected to be recovered in future periods through revenues are capitalised. The recoverability of theses assets is dependent upon the successful construction and operation of the facilities in accordance with the going concern assumptions. There is uncertainty, that the book value of the facilities under construction can differ from its net realisable value.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
2
1
4
Tangible fixed assets
Assets under construction
Computers
Total
£
£
£
Cost
At 1 January 2025
5,674,182
1,850
5,676,032
Additions
2,022,824
5,550
2,028,374
Disposals
(3,700)
(3,700)
At 31 December 2025
7,697,006
3,700
7,700,706
Depreciation and impairment
At 1 January 2025
123
123
Depreciation charged in the year
894
894
Eliminated in respect of disposals
(647)
(647)
At 31 December 2025
370
370
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Tangible fixed assets
Assets under construction
Computers
Total
£
£
£
(Continued)
- 6 -
Carrying amount
At 31 December 2025
7,697,006
3,330
7,700,336
At 31 December 2024
5,674,182
1,727
5,675,909
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
312,807
Other debtors
85,624
Prepayments and accrued income
1,532,359
19,725
1,845,166
105,349
Included in amounts owed by group undertakings is £312,807 (2024: £nil) trade related debtors owed from parent company MorGen Energy UK Ltd.
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
19,873
345,434
Amounts owed to group undertakings
464,744
Taxation and social security
11,686
1,939
Other creditors
6,191
Accruals and deferred income
1,424,221
1,179,628
1,920,524
1,533,192
Included in amounts due to group undertakings is £92,955 (2024: £nil) trade related creditors owed to parent company MorGen Energy UK Ltd.
7
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Shareholder loan
8
9,056,800
5,549,663
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
8
Loans and overdrafts
2025
2024
£
£
Loans from group undertakings
9,056,800
5,549,663
Payable after one year
9,056,800
5,549,663
Following a group restructuring in November 2025, the loan balance owed to previous parent company, MorGen Energy AG, was repaid and a new loan from the new parent company, MorGen Energy UK Ltd was issued. The above balances relate wholly to these parent company loans. The principal loan amount drawn down in November 2025 with MorGen Energy UK Ltd was £8,948,038 and is interest bearing at SONIA + 3.25%. This loan is not due for repayment until 2040.
9
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,230,000
100
2,230,000
100
On 22 July 2025, an additional 2,229,900 Ordinary Shares of £1 each were issued.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Ahsan Miraj
Statutory Auditor:
Bright Grahame Murray
Date of audit report:
12 May 2026
11
Capital commitments
Amounts contracted for but not provided in the financial statements:
£15,725,335 (2024: £78,584) in respect of asset under construction.
MORGEN WWH LTD
(FORMERLY MORGEN ENERGY LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
12
Related party transactions
The company has taken advantage of the exemption not to disclose transactions with its immediate parent company, MorGen Energy UK, and fellow subsidiaries that are wholly owned within the group.
13
Ultimate controlling party
The company's immediate parent company is MorGen Energy UK , a company incorporated in the United Kingdom.
MorGen Energy UK is a part of Trafigura Group. Trafigura Group PTE Ltd prepares the consolidated accounts and they may be obtained from their registered offices.
Trafigura Group PTE Ltd,
10 Collyer Quay
#29-01/05 Ocean Financial Centre
Singapore
049315
The ultimate parent undertaking is Farringford Foundation, which is established under the laws of Panama.