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Registered number: 10326869
WELBAR ENERGY STORAGE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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WELBAR ENERGY 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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WELBAR ENERGY STORAGE LIMITED
COMPANY INFORMATION
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Chartered Accountants and Statutory Auditors
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WELBAR ENERGY 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.
Statement of director's responsibilities
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The directors are responsible for preparing the Directors' Report and the financial statements, in accordance
with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law 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 these 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 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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
During the year, the company was constructing a battery energy storage system, which had not yet been brought into use as at the end of the financial year.
The loss for the year, after taxation, amounted to £154,313 (2024 - profit £852,783).
There were no dividends recommended or declared during the year (2024 - Nil).
The directors who served during the year were:
Erik Stroemsoe (resigned 27 March 2026)
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Richard Craig Thwaites
Cordelia Clare Forth (appointed 27 March 2026)
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WELBAR ENERGY STORAGE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR 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 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.
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Richard Craig Thwaites
Director
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WELBAR ENERGY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WELBAR ENERGY STORAGE LIMITED
We have audited the financial statements of Welbar Energy Storage Limited (the 'company') 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 Changes in Equity, the Statement of Cash Flow, and the related notes, notes to financial statements, including a summary of material accounting policies as set out on pages 12 - 17. 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 UK.
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 IFRSs as adopted by the UK; 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 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.
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WELBAR ENERGY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WELBAR ENERGY 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 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; 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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WELBAR ENERGY STORAGE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WELBAR ENERGY 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; 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 will not detect all irregularaties, 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 report of the auditors.
Use of our 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 a report of the auditor's 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
Statutory Auditor
London
EC2Y 5AU, United Kingdom
20 May 2026
MHA is the trading name of MHA Audit Service LLP, a limited liability partnership in England and Wales (registered number OC455542).
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WELBAR ENERGY STORAGE LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
(Loss)/profit for the year
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Total comprehensive income
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The notes on pages 12 to 27 form part of these financial statements.
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WELBAR ENERGY STORAGE LIMITED
REGISTERED NUMBER: 10326869
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 receivables
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Cash and cash equivalents
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Trade and other liabilities
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Issued capital and reserves
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WELBAR ENERGY STORAGE LIMITED
REGISTERED NUMBER: 10326869
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements on pages 7 to 27 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 12 to 27 form part of these financial statements.
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WELBAR ENERGY STORAGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Total contributions by and distributions to owners
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 12 to 27 form part of these financial statements.
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WELBAR ENERGY STORAGE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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(Loss)/profit for the year
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Depreciation of property, plant and equipment
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Net foreign exchange gain
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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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Cash generated from/(used in) operations
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Net cash generated from/(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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Proceeds from related party loans
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Lease liability repayments
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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 beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 12 to 27 form part of these financial statements.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Welbar Energy 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 UK-adopted International Accounting Standards (IAS) and with those parts of the Companies Act 2006 applicable to companies reporting under International Financial Reporting Standards for small and medium-sized entities (IFRS for SMEs').
The financial statements have been prepared on an accruals basis and the historical cost convention. The principal accounting policies adopted are set out below.
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Changes in accounting policies
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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.
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.
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WELBAR ENERGY 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.
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.
The Company remeasures the lease liability (and makes a corresponding adjustment to the related rightof-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 cases 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.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for anyidentified impairment loss as described in note .
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.
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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.
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.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the 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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Cash and cash equivalents
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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.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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 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.
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.
Operating expenses are recognised in profit or loss upon utilisation of the service or as incurred.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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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”). The financial statements are presented in Pound Sterling, which is the Company’s 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.
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Finance income and expense
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Recognised in profit or loss
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Interest receivable from group companies
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Other interest receivable
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Net finance income recognised in profit or loss
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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5.1 Income tax recognised in profit or loss
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Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the period ended 31 December 2024.
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(Loss)/profit for the year
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Income tax expense/(credit)
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(Loss)/profit before income taxes
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(Loss)/Profit before tax multiplied by the standard rate of Corporation tax in the UK of 25% (2024:25%)
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Adjustments to tax charge in respect of prior periods
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Total tax expense/(credit)
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5.2 Deferred tax balances
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The following is the analysis of deferred tax assets presented in the statement of financial position:
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A deferred tax asset has been recognised in respect of tax losses carried forward. Although the Company is in the early 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 within the next 12 months. These forecasts are based on contracted revenues and expected operating activity from the commissioning of the energy storage unit. 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 IAS 12.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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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Property, plant and equipment
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Short term temporary differences
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Tax losses carried forward
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Recognised in profit or loss
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Property, plant and equipment
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Tax losses carried forward
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There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.
The average number of employees, including directors, during the year was 2 (2024: 2).
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Property, plant and equipment
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Right-of-use assets (Land lease)
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Right-of-use assets (Land Lease)
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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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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Trade and other receivables
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Prepayments and accrued income
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Total non-current trade and other receivables
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Receivables from related parties
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Total current trade and other receivables
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Payables to related parties
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Total current trade and other payables
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Lease liabilities (see note 10)
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Lease liabilities (see note 10)
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Total loans and borrowings
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During the year ended 31 December 2025, the Company entered into two unsecured Discounted Note Agreements with BW Finance Limited, a related party, under which funding was advanced to the Company (the “Intercompany Loans”).
The Intercompany Loans were entered into on 31 December 2025. The first loan has an issue price of £23,109,000 and a face value of £23,629,000 and the second loan has an issue price of £47,737,000 and a face value of £48,811,000. Interest is calculated as the difference between the issue price and face value which accrues over time using the effective interest rate. These loans are repayable on a fixed maturity date of 31 March 2026.
At the reporting date, the outstanding balances of the Intercompany Loans were £23,109,000 and £47,737,000 respectively.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Leases started in the current year are recognised by recording a right-of-use asset and a lease liability at the present value of lease payments under IFRS 16. The asset is depreciated over the lease term, and the liability is adjusted for interest and payments, affecting both the balance sheet and income statement.
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Lease liabilities are due as follows:
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Net obligations repayable:
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Between one year and two years
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Between two years and five years
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Lease liabilities included in the Statement of Financial Position at 31 December
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The following amounts in respect of leases have been recognised in profit or loss:
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Interest expense on lease liabilities
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Capital expenditure contracted for at the balance sheet date but not recognised in the financial statements, are as follows:
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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At 1 January and 31 December
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B shares of £0.0001 each of which 2,335 shares are partly paid
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At 1 January and 31 December
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At 1 January and 31 December
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At 1 January and 31 December
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The particulars of the rights attached to the A ordinary, B Ordinary and C 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
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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 year retained profits.
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Related party transactions
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Included within receivables is unpaid share capital amounting to £Nil (2024: £3,862,125) due from its former immediate parent company BW ESS UK Limited. It is unsecured, interest free and repayable on demand.
As at 31 December 2025, the Company owed £2,983,200 (2024: £Nil) to BW ESS Limited, a shareholder. This amount was included within amounts owed to group undertakings and was interest-free unsecured, and repayable on demand.
As at 31 December 2025, the Company was owed £3,175,232 (2024: £Nil) by BW ESS Pte. Ltd, a group undertaking. This amount was included within amounts owed by group undertakings and was interest-free unsecured, and repayable on demand.
Inlcuded within liabilities is £70,845,534 (2024: £Nil) due to BW Finance Limited, a fellow group undertaking.
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Ultimate Controlling Party
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Welbar Energy Storage Limited is a subsidiary of the immediate holding company, Hams Hall Holding UK Limited (2024: BW ESS UK Limited). Hams Hall Holding 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.
Hams Hall Holding UK Limited has registered office as 5th Floor 53 Parker Street, London, United Kingdom, WC2B 5PT.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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 main risk for the Company is foreign currency.
16.1 (a) Foreign currency risk
The Company is exposed to fluctuations in foreign exchange rates, primarily due to borrowings denominated in US dollars (USD). At 31 December 2025, the Company held one USD loan totalling $64,486,904. These borrowings expose the Company to movements in the GBP/USD exchange rate, which may impact the profit or loss and the carrying value of liabilities.
16.1 (b) Sensitivity Analysis – Foreign Currency Risk
A 5% strengthening or weakening of the USD against GBP at year-end would have the following approximate impact on the USD-denominated loans (gross exposure of $64,486,904):
Year-end FX rate – Closing FX rate 1.35089 – Equivalent loans £47.74m – No impact on PL
USD Strengthens 5% - Closing FX rate 1.28335 – Equivalent loans £50.25m – Impact on PL £2.51m loss
USD Weakens 5% - Closing FX rate 1.41843 – Equivalent loans £45.46m - Impact on PL £2.28m gain
16.2 (a) Liquidity Risk Management
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 maintaining available borrowing facilities.
16.2 (b) Exposure to Liquidity Risk
At 31 December 2025, the Company had borrowings denominated in USD totalling $64,486,904, which, when translated at the year-end exchange rate of £1 = $1.35089, equates to £47,736,624. In addition, the Company had borrowings denominated in GBP totalling £23,108,910. These borrowings mature on 31 March 2026. The Company’s payment obligations related to these borrowings are expected to be settled on maturity.
The following table summarises the maturity profile of the company’s financial liabilities, including loan principal and derivative liabilities, based on contractual undiscounted cash flows:
Maturity period – Less than 3 months : £70,845,534.
16.2 (c) Capital Management
The Company manages capital to ensure it can continue as a going concern while supporting the development of its Battery Energy Storage System (BESS) project. Capital is primarily composed of equity and shareholder loans. Management actively evaluates the capital structure and funding options to balance liquidity, cost of capital, and shareholder.
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WELBAR ENERGY STORAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.2 (d) Credit Risk
The Company is exposed to credit risk primarily through its financial assets, including trade and other receivables, prepayments, and accrued income.
Included within prepayments and accrued income is a fixed deposit of $17,000,000, held as a security for the supply of materials necessary for the development of the battery energy storage systems. This deposit is held with a reputable financial institution and is due to mature on 21 June 2027.
Additionally, included within other receivables is a VAT refund receivable of £2,256,618.
The Company manages credit risk by assessing the creditworthiness of counterparties and monitoring outstanding balances regularly. The fixed deposit is secured with a financial institution of high credit quality, which mitigates the risk of default. At the reporting date, the Company considers the risk of non-recovery of these amounts to be low given the nature of the counterparties and ongoing credit management processes.
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