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Registered number: 16431768
MARCHWOOD BATTERY STORAGE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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MARCHWOOD BATTERY STORAGE LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Profit or Loss and Other Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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MARCHWOOD BATTERY STORAGE LIMITED
COMPANY INFORMATION
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Chartered Accountants and Statutory Auditors
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MARCHWOOD BATTERY STORAGE LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
Directors' responsibilities statement
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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 period under review was that of energy storage.
The loss for the period, after taxation, amounted to £11,337.
The directors who served during the period were:
Cordelia Clare Forth (appointed 12 November 2025)
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Richard Craig Thwaites (appointed 6 May 2025)
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Marc Weisser (appointed 6 May 2025, resigned 12 November 2025)
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MARCHWOOD BATTERY STORAGE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Disclosure of information to auditors
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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
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In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The auditors, 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.
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Richard Craig Thwaites
Director
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MARCHWOOD BATTERY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARCHWOOD BATTERY STORAGE LIMITED
We have audited the financial statements of Marchwood Battery Storage Limited for the period 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 13 - 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 period 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
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In auditing the financial statements, we have concluded that the 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.
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MARCHWOOD BATTERY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARCHWOOD BATTERY STORAGE LIMITED (CONTINUED)
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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial period 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; and
∙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.
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MARCHWOOD BATTERY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARCHWOOD BATTERY STORAGE LIMITED (CONTINUED)
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 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 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
20 May 2026
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MARCHWOOD BATTERY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARCHWOOD BATTERY STORAGE LIMITED (CONTINUED)
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
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MARCHWOOD BATTERY STORAGE LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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For the period 6 May 2025 to 31 December 2025
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Total comprehensive income
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The notes on pages 13 to 21 form part of these financial statements.
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MARCHWOOD BATTERY STORAGE LIMITED
REGISTERED NUMBER: 16431768
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Property, plant and equipment
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Trade and other receivables
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Trade and other liabilities
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Issued capital and reserves
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The financial statements on pages 8 to 21 were approved and authorised for issue by the board of directors and were signed on its behalf by:
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Richard Craig Thwaites
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The notes on pages 13 to 21 form part of these financial statements.
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MARCHWOOD BATTERY STORAGE LIMITED
REGISTERED NUMBER: 16431768
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
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MARCHWOOD BATTERY STORAGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 13 to 21 form part of these financial statements.
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MARCHWOOD BATTERY STORAGE LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Movements in working capital:
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Increase in trade and other receivables
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Increase in trade and other payables
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Net cash used in operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Net cash used in investing activities
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Cash flows from financing activities
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Net cash from financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the end of the period
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The notes on pages 13 to 21 form part of these financial statements.
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Marchwood 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.
The financial statement are prepared for 8 months from 6 May 2025 to 31 December 2025 as the company was incorporated on 6 May 2025.
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 IFRS for SMEs as adopted in the United Kingdom and the Companies Act 2006.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The financial statements have been prepared on an accruals basis and the historical cost convention. The principal accounting policies adopted are set out below.
The financial statements have been prepared on the going concern basis. The Company had net liabilities of £10,337 at the balance sheet date. The Company is supported by BW ESS Limited an intermediate parent company which has adequate resources to continue to provide support to the Company for at least 12 months from the approval of the financial statements.
The directors have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.
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 period. 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.
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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.
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Property, plant and equipment
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Assets under construction represent project construction costs plus other directly attributable costs incurred for Battery Energy Storage System (“BESS”) project development during the construction period. 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.
Assets under construction are not depreciated until they are brought into use and transferred to the appropriate category of property, plant and equipment.
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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, 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 profit or loss.
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.
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.
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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For the period 6 May 2025 to 31 December 2025
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Legal and professional fees
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There were no staff costs for the financial period ended 31 December 2025.
The average number of employees, including directors, during the financial period was 2.
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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5.1 Income tax recognised in profit or loss
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Origination and reversal of timing differences
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The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:
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(Loss)/profit for the period
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Income tax expense (including income tax on associate, joint venture and discontinued operations)
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(Loss)/profit before income taxes
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Tax using the Company's domestic tax rate of 25% (2025:%)
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Expenses not deductible for tax purposes
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5.2 Deferred tax balances
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The following is the analysis of deferred tax assets/(liabilities) presented in the statement of financial position:
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
5.Tax expense (continued)
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5.2 Deferred tax balances (continued)
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Recognised in profit or loss
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Deferred tax (liabilities)/assets in relation to:
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Short term temporary differences
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Property, plant and equipment
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Assets under construction
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Assets under construction
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Accumulated depreciation and impairment
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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.
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Trade and other receivables
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Total current trade and other receivables
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Payables to related parties
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Total trade and other payables
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Included in the payable to related parties is an amount due to BW ESS Development UK Ltd. The amount is unsecured, interest free and repayable on demand.
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Ordinary Shares of £1.00 each
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Share capital
Share capital represents the nominal (par) value of shares that have been issued.
Retained earnings
Retained earnings includes all current profits.
The company has entered into an Agreement for Lease in relation to the development of a Battery Energy Storage System subject to a number of contractual commitments, which are yet to be met, including demolition-related obligations, planning-related bonds and decommissioning obligations.
The Company does not have a present obligation in respect of these amounts at the reporting date and no provision has been recognised in these financial statements.
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Related party transactions
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During the period, the Company entered into the following transactions and had the following balances outstanding with related parties. All transactions were made in the normal course of business.
At the reporting date, the following balances were outstanding:
BW ESS Development UK Limited, the Company's immediate parent, had a creditor balance of £431,686. The balance is unsecured, interest free, and repayable on demand.
During the period, BW ESS Development UK Limited recharged costs of £431,536 to the Company in respect of development and construction activities relating to the Battery Energy Storage System (“BESS”) project. These costs have been capitalised as assets under construction in accordance with the Company’s accounting policies.
In addition, £150 was recharged in respect of accountancy fees, which has been recognised within administrative expenses.
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Ultimate controlling party
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Marchwood Battery Storage Limited is a subsidiary of the immediate parent company, BW ESS Development UK Limited which prepares standalone company financial statements. 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.
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MARCHWOOD BATTERY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Financial instruments - fair values and risk management
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The Company’s risk management is managed by the immediate holding company as part of its operations. The Company’s financial instruments comprise trade and other receivables, amounts due to related parties, and trade and other payables.
Liquidity Risk
Liquidity risk is considered low. The Company is an SPV and the Group maintains adequate cash reserves to meet the Company's current and foreseeable obligations as they fall due. Cash flow forecasts for the Group are reviewed regularly by management to ensure that sufficient funds are available to support operational and investment activities.
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