|
Registered number: 13278153
BRAMLEY BATTERY STORAGE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
BRAMLEY BATTERY STORAGE LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Independent Auditors' Report
|
|
Statement of Profit or Loss and Other Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
|
|
|
Notes to the Financial Statements
|
|
Detailed Profit and Loss Account and Summaries
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
COMPANY INFORMATION
|
|
|
|
|
|
|
|
Alfonso Ricardo Lorenzi Ramon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants and Statutory Auditors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
|
The directors are responsible for preparing the Directors' Report and the financial statements, in accordance with applicable law.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards for small and medium-sized entities ('IFRS for SMEs') as adopted by the UK.
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 the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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. They are 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, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The company's principal activity is the construction and operation of a commercial battery storage project.
The loss for the year, after taxation, amounted to £314,980 (2024 - profit £201,365).
There were no dividends recommended or declared during the year (2024 - Nil).
The directors who served during the year were:
|
|
|
|
Alfonso Ricardo Lorenzi Ramon (appointed 9 October 2025)
|
Elliot Michael Wehner (appointed 9 October 2025)
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Small companies' exemption note
|
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
................................................
Richard Craig Thwaites
Director
|
|
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRAMLEY BATTERY STORAGE LIMITED
We have audited the financial statements of Bramley Battery Storage Limited for the year ended 31 December 2025 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies set out on pages 12 - 19. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards for small and medium-sized entities ('IFRS for SMEs') as adopted by the United Kingdom.
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 IFRS for SMEs as adopted by the United Kingdom; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
|
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard.
|
|
BRAMLEY BATTERY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRAMLEY BATTERY STORAGE LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
|
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
∙the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors 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 directors 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 directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
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:
∙Performing audit work over the risk of management override of controls, including testing of journal entries
|
|
BRAMLEY BATTERY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRAMLEY BATTERY STORAGE LIMITED (CONTINUED)
and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and review of accounting estimates for bias; and
∙Reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Stephen Poleykett BA (Hons) FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Chartered Accountants and Statutory Auditors
London, United Kingdom
16 May 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
|
|
BRAMLEY BATTERY STORAGE LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the year
|
|
|
|
Other comprehensive income:
|
|
|
Items that will or may be reclassified to profit or loss:
|
|
|
|
|
|
|
|
|
Reclassification to profit or loss
|
|
|
|
|
|
|
|
|
Other comprehensive income for the year, net of tax
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
The notes on pages 12 to 30 form part of these financial statements.
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
REGISTERED NUMBER: 13278153
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued capital and reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
REGISTERED NUMBER: 13278153
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements on pages 7 to 30 were approved and authorised for issue by the board of directors and were signed on its behalf by:
................................................
Richard Craig Thwaites
|
|
|
|
|
|
|
The notes on pages 12 to 30 form part of these financial statements.
|
|
BRAMLEY BATTERY STORAGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 12 to 30 form part of these financial statements.
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
|
|
|
(Loss)/profit for the year
|
|
|
|
|
|
|
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange instruments
|
|
|
|
|
|
|
|
|
|
|
Movements in working capital:
|
|
|
(Increase)/decrease in trade and other receivables
|
|
|
Increase in trade and other payables
|
|
|
Net cash from operating activities
|
|
|
Cash flows from investing activities
|
|
|
Purchases of property, plant and equipment
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shareholder loan
|
|
|
Payment of lease liabilities
|
|
|
Net cash from financing activities
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
Cash and cash equivalents at the beginning of year
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
The notes on pages 12 to 30 form part of these financial statements.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Bramley Battery Storage Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.
These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
2.Accounting policies
These financial statements have been prepared in accordance with prepared in accordance with IFRS for SMEs as adopted in the United Kingdom and the Companies Act 2006.
The financial statements have been prepared on an accruals basis and the historical cost convention. The principal accounting policies adopted are set out below.
|
|
|
Changes in accounting policies
|
i) New standards, interpretations and amendments effective from 1 January 2025
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Company. None of these are expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.
The Directors have every expectation that the Company will continue in operational existence for the foreseeable future and meet its liabilities as they fall due. This expectation is supported by robust financial forecasts and plans.
During the year, the Company secured a long-term facility. The Directors have prepared a detailed financial model projecting performance through to December 2040, incorporating positive revenue growth assumptions based on industry metrics and other relevant factors.
Accordingly, the financial statements have been prepared on a going concern basis.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product or service to a customer.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
|
|
(i) The Company as a lessor
|
The Company has entered into a 7-year tolling agreement whereby the income derived from the agreement is a fixed amount receivable over the contract term. Revenue is recognised as it falls due under the terms of the agreement which is generally in line with an operating lease arrangement under IFRS 16. Revenue has not been accounted for on a straight-line basis as it is dependent upon the operational performance of the asset, and so gross fixed revenue is decreased by deductions for availability shortfalls, performance deductions, outage penalties, and reduced payments during commissioning periods.
|
|
(ii) The Company as a lessee
|
The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Generally, the Company uses the incremental borrowing rates as the discount rate.
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives;
∙variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
∙the amount expected to be payable by the lessee under residual value guarantees;
∙the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
∙payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is included in the 'Loans and borrowings' line in the Statement of Financial Position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
(ii) The Company as a lessee (continued)
|
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
∙the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised discount rate.
∙the lease payments change due to changes in an index or rate, or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).
∙a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Property, Plant and Equipment' and 'Investment Property' lines, as applicable, in the Statement of Financial Position.
The Company assesses assets for impairment in accordance with Section 27 of IFRS for SMEs and recognises any impairment loss where the recoverable amount is lower than the carrying amount.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
Short-term and low value leases
The Company has elected not to recognise right-of-use assets and lease liabilities for leases with lease terms that are less than 12 months and other low-value assets. Lease payments associated with these leases are recognised as an expense in profit or loss on a straight-line basis over the lease term
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
i) Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).
ii) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency transactions”) are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Foreign currency exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date, are recognised in profit or loss.
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 or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Tax expense recognised in profit or loss comprises of current tax and deferred tax not recognised in other comprehensive income or directly in equity.
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Property, plant and equipment
|
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
Cost includes the purchase price, any directly attributable costs of bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, and the capitalisation of borrowing costs directly attributable to the acquisition or construction of qualifying assets during the development period in accordance with IAS 23 Borrowing Costs.
Depreciation is charged from the date the asset is available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
|
|
|
Right-of use assets (Land lease)
|
over the term of the lease
|
|
|
|
|
20 - 40 years, straight line
|
|
|
|
Cash and cash equivalents
|
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Financial instruments
Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Financial assets
Financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.
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 objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
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 balance sheet date.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial liabilities
Financial liabilities, including 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.
Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividend payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
Derivative financial instruments and hedging activities
A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The fair value of derivative financial instruments represents the amount estimated by banks or brokers that the Company will receive or pay to terminate the derivatives at the balance sheet date.
For derivative financial instruments that are not designated or do not qualify for hedge accounting, any fair value gains or losses are recognised in profit or loss as a finance item.
The Company designates certain financial instruments in qualifying hedging relationships and documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedging transactions. The Company also documents its assessment, both at hedge inception and on a periodic basis, of whether the derivatives designated as hedging instruments are highly effective in offsetting changes in fair value or cash flows of the hedged items prospectively.
The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item and no hedge ineffectiveness is deemed to exist. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness.
The fair value changes on the effective portion of these hedging instruments designated as cash flow hedges are recognised in other comprehensive income, accumulated in the hedging reserve and reclassified to profit or loss when the hedged item affects profit or loss. The fair value changes on the ineffective portion of these hedging instruments are recognised immediately to profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. For discontinued cash flow hedge, if the hedged future cash flows are no longer expected to occur, the amount accumulated in the hedging reserve is reclassified to profit or loss immediately. If the hedged future cash flows are still
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
expected to occur, the amount that has been accumulated in the hedging reserve remains in equity and is reclassified to profit or loss when the hedged expected future cash flows affect profit or loss.
Cash flow hedges – Interest rate derivatives
The Company has entered into interest rate swaps that are cash flow hedges for the Company's exposure to interest rate risk on its borrowings. These contracts entitle the Company to receive interest at floating rates on notional principal amounts and oblige the Company to pay interest at fixed rates on the same notional principal amounts, thus allowing the Company to raise borrowings at floating rates and swap them into fixed rates.
Operating expenses are recognised in profit or loss upon utilisation of the service or as incurred.
|
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates.
The critical estimate in applying these policies is:
Fixed Assets
Management apply judgment on the estimated useful life of each class of fixed asset. At each balance sheet date fixed assets are assessed for impairment and written down where appropriate.
|
|
|
|
|
The following is an analysis of the Company's revenue for the year from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysis of revenue by country of destination:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Finance income and expense
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income on derivative financial instruments
|
|
|
|
|
Other interest receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on foreign exchange
|
|
|
|
|
Interest on lease liabilities
|
|
|
|
|
Interest on loan from related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance (expense)/income recognised in profit or loss
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
5.1 Income tax recognised in profit or loss
|
|
|
Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
Adjustments in respect of prior years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the year
|
|
|
|
|
Income tax expense/(credit)
|
|
|
|
|
(Loss)/profit before income taxes
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit before tax multiplied by the standard rate of
Corporation tax in the UK of 25% (2024: 25%)
|
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
Other differences leading to an increase/(decrease) in taxation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Tax expense (continued)
|
|
|
|
5.2 Deferred tax balances
|
|
|
The following is the analysis of deferred tax assets presented in the statement of financial position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A deferred tax asset has been recognised in respect of tax losses carried forward. Although the company is in the stages of development and has not yet generated taxable income, management has prepared financial forecasts which indicate that the company is expected to begin generating taxable profits in the near future. These forecasts are based on contracted revenues and expected operating activity from the commissioning of the BESS. As a result, it is considered probable that sufficient taxable profits will be available to utilise the carried forward tax losses, and recognition of the deferred tax asset is therefore appropriate in accordance with Section 29 of IFRS for SMEs.
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
Short term temporary differences
|
|
|
|
|
|
|
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no staff costs for the period ended 31 December 2025 nor for the period ended 31 December 2024.
The average number of employees during the period was Nil (2024: Nil).
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
Right-of-use assets (Land lease)
|
|
Assets under construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers between classes
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use assets (Land lease)
|
|
Assets under construction
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
Charge for the prior year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
7.Property, plant and equipment (continued)
|
|
Assets under construction relate to direct costs incurred in the development of battery energy storage systems. These include construction, development, and other directly attributable costs, including capitalised borrowing costs in accordance with IAS 23.
|
|
|
|
|
|
|
|
Receivables from related party
|
|
|
|
|
Prepayments and Accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current trade and other receivables
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial assets
|
|
|
|
|
Forward foreign exchange assets not designated as hedging instruments
|
|
|
|
|
Forward foreign exchange instruments
|
|
|
|
|
Total forward foreign exchange contracts not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
Total derivative financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative financial assets
|
|
|
The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the Statement of Financial Position.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Derivative financial instruments (continued)
Derivative financial liabilities
|
|
|
|
|
Interest rate swap contracts designated as hedging instruments
|
|
|
|
|
Interest rate derivatives
|
|
|
|
|
Total interest rate swap contracts designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
Total derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative financial liabilities
|
|
|
|
|
The derivative represent an interest rate swap contract the company has entered into in December 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current trade and other payables
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and borrowings
|
|
|
|
|
During the year, the Company fully settled a prior-year related party loan. At 31 December 2024, the loan had a principal balance of £60,149,884 and accrued interest of £3,283,597. Interest was charged at 8% per annum, compounded quarterly. The loan was unsecured and was repaid in full on 7 May 2025. Accordingly, the carrying amount of the loan, including accrued interest, was £Nil at the reporting date.
In the current year, the Company entered into a new unsecured loan with a related party. As at the reporting date, the loan comprised a principal balance of £10,266,254 and accrued interest of £291,948. Interest is charged at 8% per annum, compounded quarterly. The total carrying amount of the loan, including accrued interest, is £10,558,202.
Interest incurred on the loan which relates directly to the development of the battery energy storage system has been capitalised as part of the cost of assets under construction in accordance with IAS 23 up to March 2025 when the battery became operational.
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
Lease liabilities are due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net obligations repayable:
|
|
|
|
|
|
|
|
|
|
Between one year and five years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities included in the Statement of Financial Position at 31 December
|
|
|
|
|
The following amounts have been capitalised against the assets under construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on lease liabilities
|
|
|
|
|
|
|
|
Capital expenditure contracted for at the balance sheet date but not recognised in the financial statements, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Ordinary shares of £0.0001 each
|
|
|
|
|
|
|
At 1 January 2025 and 31 December 2025
|
|
|
|
|
|
|
The share premium account had a balance of £5,203,999 as at year end, with no movements during the current financial year.
The particulars of the rights attached to the Ordinary shares are as follows:
a) One vote per share
b) To receive dividends
c) On a return of assets on liquidation or otherwise, the assets of the Company available for distribution shall be applied to the share pro rate.
|
Share capital
Share capital represents the nominal (par) value of shares that have been issued.
Share premium
Share premium includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Hedging reserve
The hedging reserve represents the cumulative effective portion of gains and losses on hedging instruments in cash flow hedges that are recognised in other comprehensive income. Amounts are reclassified to profit or loss when the hedged transaction affects profit or loss, or are included in the carrying amount of a non-financial asset or liability when the hedged item results in its recognition.
Dividend distributions
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved in a general meeting prior to the reporting date.
Retained earnings
Retained earnings includes all current and prior period retained profits.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Related party transactions
|
Details of transactions between the Company and its related parties are disclosed below.
Included within debtors is £124,604 (2024: £Nil) due to a related party.
Included within liabilities is £10,558,202 (2024: £63,433,481) due to a related party.
This comprises:
∙£Nil (2024: £12,299,397) due to BW ESS Pte. Ltd and;
∙£Nil (2024: £51,134,083) due to BW Finance Limited, and;
∙£10,558,202 (2024: £Nil) due to BW ESS UK Limited.
Interest is charged at 8% per annum, compounded quarterly. The loan is unsecured and repayable on demand.
|
|
Ultimate controlling party
|
Bramley Battery Storage Limited is a subsidiary of the immediate parent BW ESS UK Limited. BW ESS UK Limited prepares standalone company financial statements. The ultimate holding company BW Altor Pte. Ltd. will prepare consolidated financial statements. BW Altor Pte. Ltd registered office is at 10 Pasir Panjang Road, #18-01, Mapletree Business City, Singapore 117438.
BW ESS UK Limited has registered office at 5th Floor 53 Parker Street, London, United Kingdom, WC2B 5PT.
|
|
Financial instruments - Borrowings and liquidity risk
|
|
|
|
The Company’s borrowings as at 31 December 2025 comprise the following financial liabilities:
Senior secured term loan
The Company entered into a senior secured sterling term loan facility during the year. The loan bears interest at a floating rate plus margin, payable quarterly, and is repayable in quarterly instalments with a final maturity date of 31 March 2032. The facility is secured by first-ranking security over substantially all of the Company’s assets and is subject to customary project finance covenants.
Subordinated intra-group loan
During the year, the Company entered into a subordinated intra-group loan agreement with its parent undertaking, BW ESS UK Limited. The loan has a facility amount of £10,266,254 and bears interest at a fixed rate of 8 per cent per annum, compounded quarterly. Repayment is on demand, subject to the terms of the Security Trust and Intercreditor Deed. All outstanding principal and accrued interest are repayable in full on the termination date, being the earlier of 25 August 2040 or the occurrence of an insolvency event. Voluntary prepayment is permitted at any time without penalty. Where insufficient free cash is available, interest is capitalised and added to the principal balance. The loan is fully subordinated to senior debt and is classified as non-current.
|
|
BRAMLEY BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company manages liquidity risk by maintaining adequate cash reserves, monitoring forecast and actual cash flows, and ensuring access to committed financing facilities.
|
|
18.3 Contractual maturity analysis
|
The table below summarises the contractual undiscounted cash outflows of the Company’s financial liabilities as at the reporting date, including principal and interest, in accordance with Sections 11 and 12 of IFRS for SMEs.
External loan:
0-1 years £3,775,000
1-2 years £3,750,000
2-5 years £16,717,500
5+ years £35,545,000
Shareholder Loan: Repayable on demand so classified as a current liability
0-1 years £10,558,253
The Company is exposed to interest rate risk primarily in respect of its senior secured floating-rate borrowings. This risk is managed in accordance with the Company’s hedging policy. The intra-group loan bears interest at a fixed rate and therefore does not expose the Company to cash flow interest rate risk.
18.5 Foreign Currency Risk
Foreign currency risk is mitigated as at 31 December 2025, following the settlement of foreign currency balances in the year.
|
|
|