|
Registered number: 14177678
BW ESS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
BW ESS UK LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Independent auditor's report
|
|
Statement of profit or loss and other comprehensive income
|
|
Statement of financial position
|
|
Statement of changes in equity
|
|
|
|
|
Notes to the financial statements
|
|
|
|
BW ESS UK LIMITED
COMPANY INFORMATION
|
|
|
|
|
|
|
|
Alfonso Ricardo Lorenzi Ramon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants and Statutory Auditors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BW ESS UK 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 principal activity of the Company in the year under review was that of investment holding.
The loss for the year, after taxation, amounted to $840,169 (2024 - loss $312,899).
No dividends were recommended or declared for the financial year ended 31 December 2025 and 2024.
The directors who served during the year were:
Richard Craig Thwaites (appointed 6 August 2025)
|
|
|
Alfonso Ricardo Lorenzi Ramon (appointed 9 October 2025)
|
Elliot Michael Wehner (appointed 9 October 2025)
|
|
|
BW ESS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditor
|
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 auditor is 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 auditor is 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.
The auditor, 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
|
|
|
|
|
|
|
BW ESS UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BW ESS UK LIMITED
We have audited the financial statements of BW ESS UK 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 material accounting policies set out on pages 12 - 15. 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 UK-adopted international accounting standards International Financial Reporting Standards for small and medium-sized entities (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 auditor's 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.
|
|
BW ESS UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BW ESS UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual report, other than the financial statements and our auditor's 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.
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 have 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.
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.
|
|
BW ESS UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BW ESS UK LIMITED (CONTINUED)
Auditor's 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 auditor's 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 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.
- 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 auditor's 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'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
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).
|
|
BW ESS UK LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss on foreign exchange
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
The notes on pages 12 to 20 form part of these financial statements.
|
|
|
BW ESS UK LIMITED
REGISTERED NUMBER: 14177678
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
Investment in a subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued capital and reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BW ESS UK LIMITED
REGISTERED NUMBER: 14177678
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements on pages 7 to 20 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 12 to 20 form part of these financial statements.
|
|
BW ESS UK 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 20 form part of these financial statements.
|
|
|
BW ESS UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in working capital:
|
|
|
Increase in trade and other payables
|
|
|
Cash generated from operations
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
Cash flows from investing activities
|
|
|
Cash flows from financing activities
|
|
|
Net cash from financing activities
|
|
|
Net increase in cash and cash equivalents
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
The Company does not have any cash balances for the financial year ended 31 December 2024. All receipts and payments were made on behalf by related companies (note 11).
The notes on pages 12 to 20 form part of these financial statements.
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BW ESS UK 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. The principal activity of the Company in the year under review was that of investment holding.
The presentational and functional currency is the United States Dollar (USD) and these financial statements are rounded to the nearest USD.
2.Accounting policies
These financial statements have been prepared in accordance with IFRS for SMEs as adopted in the United Kingdom and the Companies Act 2006.
The Company is exempt from the obligation to prepare and deliver group accounts under s401 of the Companies Act 2006.
The financial statements have been prepared on an accruals basis and under 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 Janaury 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. Accordingly, the financial statements have been prepared on a going concern basis.
|
|
|
Foreign currency translation
|
(a)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”). The financial statements are presented in United States Dollars, which is the Company’s functional currency.
(b) 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.
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 not recognised in other comprehensive income or directly in equity.
The calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the financial year.
|
|
|
Cash and cash equivalents
|
Cash and cash equivalents comprise cash on hand which are subject to an insignificant risk of changes in value.
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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.
Operating expenses are recognised in profit or loss upon utilisation of the service or as incurred.
Investment in a subsidiary is carried at cost less accumulated impairment losses in the Company's balance sheet. On disposal of such investment, the difference between disposal proceeds and the carrying amount of the investment is recognised in profit or loss.
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Impairment of non-financial asset
|
Non-financial assets are tested for impairment whenever there is objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less costs to sell and value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating unit (“CGU”) to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss, unless the asset is carried at a revalued amount, in which case, such impairment loss is treated as a revaluation decrease.
An impairment loss for an asset (or CGU) is reversed if, and only if, there has been a change in the estimate of the asset’s (or CGU’s) recoverable amount since the last impairment loss was recognised. The carrying amount of this asset (or CGU) is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of accumulated depreciation) had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of impairment loss for an asset (or CGU) is recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense, a reversal of that impairment is also recognised in profit or loss.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are presented as current liabilities unless the Company has a right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
The Company derecognises a borrowing when its contractual obligations are discharged, cancelled, or expired. The Company also derecognises a borrowing when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a borrowing, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
Net loss/(gain) on foreign exchange
|
|
|
|
|
|
|
|
There were no staff costs for the financial years ended 31 December 2025 and 31 December 2024.
The average number of employees during the financial year was NIL (2024: NIL)
|
|
|
|
|
Income tax recognised in profit or loss
|
|
|
No liability to UK corporation tax arose for the financial years ended 31 December 2025 and 31 December 2024.
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax using the Company's domestic tax rate of 25% (2024: 25%)
|
|
|
|
|
Tax loss benefit not recognised
|
|
|
|
|
|
|
|
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Investment in a subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
During the year, following a group reorginisation, the Company disposed of its only investment in Welbar Energy Storage Limited at cost and acquired an investment in the entire share capital of Bramley Battery Storage Limited for $6,558,304.
Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name Registered office Class of shares Holding
Bramley Battery 5th Floor, 53 Parker Street, London Ordinary 100%
Storage Limited WC2B 5PT
|
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Other receivables - subsidiary
|
|
|
|
|
Other receivables - fellow subsidiary
|
|
|
|
|
On 25th August 2025, the Company entered in to a intragroup loan agreement with Bramley Battery Storage Limited and provided a loan of $13,859,443. The loan is unsecured, the interest rate charged was 8% per annum, and repayable on 25 August 2040. As at the year end the interest receivable is $401,252.
On 20 September 2024, the Company issued a GBP 1,500,000 convertible loan to a fellow subsidiary, Berkswell Battery Storage Limited. The loan is unsecured, interest free and was repaid in 2025.
|
|
|
|
|
|
|
|
Other payables - subsidiary
|
|
|
|
|
Other payables - immediate holding company
|
|
|
|
|
Other payables - fellow subsidiary
|
|
|
|
|
|
|
|
|
|
Less: current portion - payables to related parties
|
|
|
|
|
Less: current portion - accruals
|
|
|
|
|
Total trade and other payables
|
|
|
|
|
Total non-current position
|
|
|
|
|
During the year, the Company entered into a intragroup loan agreement with its immediate holding corporation, Ardenham UK Limited for a borrowing of GBP 6,884,992. The borrowing is unsecured, interesting bearing at 8% per annum and will mature on 25 August 2040.
|
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Share capital
Issues and fully paid
|
|
|
|
|
|
|
|
|
|
|
Number of shares at GBP 1 each
|
|
Number of shares at GBP 1 each
|
|
|
|
|
|
|
|
|
|
|
At 1 January and 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party transactions
|
Included within other receivable is $14,247,655 loan receivable from a subsidiary, Bramley Battery Storage Limited. In 2024, the receivable of $1,886,695 is a loan receivable from fellow subsidiary, Berkswell Battery Storage Limited. These amounts are unsecured, interest free, and repayable on demand.
Included within other payables is $4,324 (2024: $47,246,509) payable to related parties. This amount comprises $nil (2024: $4,857,768) owing to Welbar Energy Storage Limited and $4,324 (2024: $42,388,741) owing to BW ESS Pte. Ltd. Following a group re-organisation, amounts owing to Welbar Energy Storage Limited have been novated to another group company. These amounts are unsecured, interest free and repayable on demand.
|
|
Ultimate controlling party
|
On 16 June 2022, BW ESS UK Limited was incorporated as a fully owned subsidiary of BW ESS Pte. Ltd. (previously known as BW Energy Storage Systems Pte. Ltd.).
On 15 August 2025, BW ESS Pte. Ltd. entered into an agreement with Ardenham UK Limited ("Ardenham") to transfer the entire beneficial interest in the Company to Ardenham UK Limited. On completion of this transaction, Ardenham UK Limited will be the Company's immediate holding company.
The ultimate holding company, BW Altor Pte. Ltd. will prepare consolidated financial statements.
BW Altor Pte. Ltd. is incorporated and domiciled in Singapore. The address of its registered office is 10 Pasir Panjang Road, #18-01 Mapletree Business City, Singapore 117438.
|
|
Equity, reserves and dividend payments
|
Share capital represents the nominal (par) value of shares that have been issued.
Accumulated losses include all current and prior period losses.
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.
|
|
BW ESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Financial instruments - fair value and risk management
|
The Company’s capital risk management is managed by the immediate holding company as part of its operations.
The Company’s financial instruments primarily include other receivable from and other payables to related parties, measured at amortised cost. The Company does not currently hold any complex financial instruments and is not subjected to any externally imposed capital requirements. Given the limited nature of its operations and low levels of expenditure, the Company’s exposure to credit, liquidity, and market risk is considered minimal.
|