|
Registered number: 11122632
BW ESS DEVELOPMENT UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
BW ESS DEVELOPMENT UK LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Independent Auditors' Report
|
|
Statement of Profit or Loss and Other Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
|
|
|
Notes to the Financial Statements
|
|
Detailed Profit and Loss Account and Summaries
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
COMPANY INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants and Statutory Auditors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BW ESS DEVELOPMENT 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 judgements 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 energy storage.
The loss for the year, after taxation, amounted to £7,206,272 (2024 - loss £753,049).
The directors who served during the year were:
|
|
Roberto Jimenez Chaves (resigned 27 March 2026)
|
|
|
BW ESS DEVELOPMENT UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Small companies' exemption note
|
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
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.
................................................
Richard Craig Thwaites
Director
|
|
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BW ESS DEVELOPMENT UK LIMITED
We have audited the financial statements of BW ESS Development 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 13 - 21. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards for small and medium-sized entities ('IFRS for SMEs') as adopted by the United Kingdom.
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with IFRS for SMEs as adopted by the United Kingdom; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Responsibilities under those standards are further described in the auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
|
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
|
|
BW ESS DEVELOPMENT UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BW ESS DEVELOPMENT UK 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. 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. 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 has been prepared in accordance with applicable legal requirements.
|
|
BW ESS DEVELOPMENT UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BW ESS DEVELOPMENT UK LIMITED (CONTINUED)
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.
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.
|
|
BW ESS DEVELOPMENT UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BW ESS DEVELOPMENT UK LIMITED (CONTINUED)
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
22 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 DEVELOPMENT UK LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
Total comprehensive income
|
|
|
|
The notes on pages 13 to 33 form part of these financial statements.
|
|
|
BW ESS DEVELOPMENT UK LIMITED
REGISTERED NUMBER: 11122632
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
REGISTERED NUMBER: 11122632
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
Issued capital and reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements on pages 8 to 33 were approved and authorised for issue by the board of directors on 22 May 2026 and were signed on its behalf by:
................................................
Richard Craig Thwaites
|
|
|
The notes on pages 13 to 33 form part of these financial statements.
|
|
BW ESS DEVELOPMENT UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
|
Total contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 13 to 33 form part of these financial statements.
|
|
|
BW ESS DEVELOPMENT UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in working capital:
|
|
|
Increase in trade and other receivables
|
|
|
Increase in trade and other payables
|
|
|
Cash generated from operations
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
Cash flows from investing activities
|
|
|
Acquisition of investment in associated undertaking
|
|
|
Purchases of property, plant and equipment
|
|
|
Proceeds from disposal of investment
|
|
|
Amounts advanced to related parties
|
|
|
Net cash from/(used in) investing activities
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities
|
|
|
Net decrease in cash and cash equivalents
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of year
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
The notes on pages 13 to 33 form part of these financial statements.
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BW ESS Development UK Limited (formerly known as Penso Power 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 name of the company was changed from Penso Power Limited to BW ESS Development UK Limited on 2 January 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 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').
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 these 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 £1,024,017 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.
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Investments in associates and joint ventures
|
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates or joint ventures are incorporated in these financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Company's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Company's share of losses of an associate or a joint venture exceeds the Company's interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Company's net investment in the associate or joint venture), the Company discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Company's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Company's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.
The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Company's investment in an associate or joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
The Company discontinues the use of the equity method from the date when the investment ceases to be an associate or joint venture, or when the investment is classified as held for sale. When the Company retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Company measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IAS 39. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Company accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Company reclassified the gain or loss from equity to profit or
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Investments in associates and joint ventures (continued)
|
loss (as a reclassification adjustment) when the equity method is discontinued.
The Company continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an associate. There is no remeasurement to fair value upon such changes in ownership interests.
When the Company reduces its ownership interest in an associate or a joint venture but the Company continues to use the equity method, the Company reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in the other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
When an entity transacts with an associate or a joint venture of the Company, profits and losses resulting from the transactions with the associate or joint ventures are recognised in the Company's consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Company.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product or service to a customer.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
|
|
BW ESS DEVELOPMENT UK 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 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 right-of-use asset) whenever:
∙the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised discount rate.
∙the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which 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.
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
The Company as a lessee (continued)
|
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Property, Plant and Equipment' and 'Investment Property' lines, as applicable, in the Statement of Financial Position.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.9.
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.
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.
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
Contributions from employees to third parties to defined benefit plans
|
Discretionary contributions made by employees or third parties reduce service cost upon payment of these contributions to the plan.
When the formal terms of the plans specify that there will be contributions from employees or third parties, the accounting depends on whether the contributions are linked to service, as follows:
∙If the contributions are not linked to services (e.g. contributions are required to reduce a deficit arising from losses on plan assets or from actuarial losses), they are reflected in the remeasurement of the net defined benefit liability (asset).
∙If contributions are linked to services, they reduce service costs. For the amount of contribution that is dependent on the number of years of service, the entity reduces service cost by attributing the contributions to periods of service using the attribution method required by IAS 19 paragraph 70 for the gross benefits. For the amount of contribution that is independent of the number of years of service, the entity reduces service cost by attributing contributions to the employees’ periods of service in accordance with IAS 19 paragraph 70.
Tax expense recognised in profit or loss comprises current 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 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
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
(ii) Deferred tax (continued)
|
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.
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. The directors of the Company reviewed the Company's investment property portfolios and concluded that none of the Company's investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted. As a result, the Company has not recognised any deferred taxes on changes in fair value of the investment properties as the Company is not subject to any income taxes on the fair value changes of the investment properties on disposal.
|
|
|
Property, plant and equipment
|
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
|
|
|
Computer and office equipment
|
|
|
|
|
|
over the term of the lease
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Cash and cash equivalents
|
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Financial instruments 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.
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Operating expenses are recognised in profit or loss upon utilisation of the service or as incurred.
|
|
|
|
|
The following is an analysis of the Company's revenue for the year from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysis of revenue by country of destination:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal and professional fees
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Employee benefit expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefit expenses (including directors) comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined contribution pension cost
|
|
|
|
|
|
|
|
|
|
The monthly average number of persons, including the directors, employed by the Company during the year was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Finance income and expense
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net foreign exchange gain on financial instruments
|
|
|
|
|
Interest on related party loans
|
|
|
|
|
|
|
|
|
|
Interest on lease liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance income recognised in profit or loss
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
9.1 Income tax recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax credit/expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax using the Company's domestic tax rate of 25% (2024:25%)
|
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
|
|
|
|
|
Movement in unrelieved tax losses carried forward
|
|
|
|
|
Other differences leading to an increase/(decrease) in the tax charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Tax expense (continued)
|
|
|
|
9.2 Deferred tax balances
|
|
|
The following is the analysis of deferred tax assets presented in the statement of financial position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets in relation to:
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
Short term temporary differences
|
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets in relation to:
|
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
Computer and office equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer and office equipment
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
Charge for the prior year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Fixed asset investments (continued)
|
|
In May 2025, Marchwood Battery Storage Limited was incorporated in the United Kingdom with its registered office at 5th Floor 53 Parker Street, London, United Kingdom, WC2B 5PT. The company subscribed for 1,000 ordinary shares of £1 each, representing 100% of the issued share capital, and is therefore the sole shareholder.
In July 2025, Stonehill Battery Storage Limited was incorporated in the United Kingdom with its registered office at 5th Floor 53 Parker Street, London, United Kingdom, WC2B 5PT. The company subscribed for 1,000 ordinary shares of £1 each, representing 100% of the issued share capital, and is therefore the sole shareholder.
In July 2025, Cowley Battery Storage Limited was incorporated in the United Kingdom with its registered office at 5th Floor 53 Parker Street, London, United Kingdom, WC2B 5PT. The company subscribed for 1,000 ordinary shares of £1 each, representing 100% of the issued share capital, and is therefore the sole shareholder.
During the year, the company disposed of its 33.33% shareholding in ACL SPV 1 S.R.L., a company incorporated and registered in Italy with its registered office at Viale Monte Nero 80, 20135 Milan (MI). The total consideration for the disposal was at cost, €646,695, representing a nominal value of £552,400.
During the year, following a group reorganisation, the company also disposed of its 49% holding in Bramley Battery Storage Limited, its 20.29% holding in Welbar Energy Storage Limited and its 100% holding in Berkswell Battery Storage Limited at cost.
The company voluntarily struck off, from the register maintained at Companies House, its investments in Penso Power Africa Limited and Thatcham Energy Storage Limited.
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Fixed asset investments (continued)
|
|
The company's investments at the Balance Sheet date in the share capital of companies include the following:
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
Receivables from related parties
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
Total current trade and other receivables
|
|
|
|
|
Included in the receivables from related parties is an amount due from BW ESS Australia Pty Ltd comprising a principal balance of £1,031,531 (2024: £1,006,778) and interest receivable of £143,021 (2024: £63,540). Interest is charged at a rate of 8% per annum. The balance is unsecured. Interest charged during the year amounted to £79,481 (2024: £54,915). As at the reporting date, the carrying amount, including accrued interest, is £1,174,552 (2024: £1,070,318). The breakdown of the remaining related party receivables of £5,253,179, is detailed note 18 of the financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables to related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other payables - tax and social security payments
|
|
|
|
|
Total current trade and other payables
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Lease liabilities (See note 15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities (See note 15)
|
|
|
|
|
|
|
|
|
|
Total loans and borrowings
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities are due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities included in the Statement of Financial Position at 31 December
|
|
|
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Ordinary Shares shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The particulars of the rights attached to the Ordinary shares are as follows:
a) One vote per share
b) To receive dividends
c) On a return of assets on liquidation or otherwise, the assets of the Company available for distribution
shall be applied to the share pro rate.
|
Share Capital
Share capital represents the nominal (par) value of shares that have been issued.
Share premium
Share premium includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits
Retained earnings
Retained earnings includes all current and prior period retained profits.
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
Related party transactions
|
During the year, 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:
Elstree Battery Storage Limited, a wholly owned subsidiary, had a debtor balance of £1,545,660 (2024: £95,639). The balance is unsecured, interest free, and repayable on demand.
BW ESS Pte Ltd, a related party by virtue of common ownership within the group, had a creditor balance of £3,300,000 (2024: £Nil) and a debtor balance of £1,076,275 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
BW ESS UK Limited, a related party by virtue of common ownership within the group, had a debtor balance of £1 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
Marchwood Battery Storage Limited, a wholly owned subsidiary, had a debtor balance of £431,686 (2024: £Nil) and a creditor balance of £1,000 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
BW ESS Australia Pty Ltd, a wholly owned subsidiary, had a debtor balance of £1,547,318 (2024: £1,070,317). The balance is unsecured, interest free, and repayable on demand.
Bannaby Unit Trust, a subsidiary of BW ESS Australia Pty Ltd, had a debtor balance of £484,774 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
Muswellbrook Pro Unit Trust, a subsidiary of BW ESS Australia Pty Ltd, had a debtor balance of £149,000 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
Hams Hall Holding UK Limited, a related party by virtue of common ownership within the group, had a debtor balance of £1 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
Berkswell Holding UK Limited, a related party by virtue of common ownership within the group, had a debtor balance of £100 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
Cowley Battery Storage Limited, a wholly owned subsidiary, had a debtor balance of £650,088 (2024: £Nil) and a creditor balance of £1,000 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
Exeter Battery Storage Limited, a related party by virtue of common ownership within the group, had a debtor balance of £369,024 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
Stonehill Battery Storage Limited, a wholly owned subsidiary, had a debtor balance of £30,663 (2024: £Nil) and a creditor balance of £1,000 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
Bramley Battery Storage Limited, a related party by virtue of common ownership within the group, had a creditor balance of £124,604 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
BW ESS Limited, a related party by virtue of common ownership within the group, had a creditor balance of £6,777,730 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
|
|
BW ESS DEVELOPMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
18.Related party transactions (continued)
BW ESS Italy S.r.l, a related party by virtue of common ownership within the group, had a debtor balance of £143,143 (2024: £Nil). The balance is unsecured, interest free, and repayable on demand.
All related party balances are expected to be settled in cash. No provisions have been made for doubtful debts in respect of these balances.
|
|
Ultimate controlling party
|
BW ESS Development UK Limited is a subsidiary of the immediate parent company, BW ESS Pte. Ltd. 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.
|
|
Financial instruments - fair values and risk management
|
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 from related parties, cash and cash equivalents, and trade and other payables. The main financial risks arising from these instruments are foreign exchange risk and credit risk. The company’s exposure to liquidity risk is considered low given the level of cash held at the reporting date.
Foreign Exchange Risk
The company is exposed to foreign exchange risk primarily through its loan receivable from BW ESS Australia Pty Ltd, which is denominated in Australian dollars. Movements in exchange rates between sterling and the Australian dollar could affect the carrying amount of this balance and the related interest income. Management monitors foreign currency exposures and considers the risk to be acceptable in light of the group’s overall risk management policies and the nature of its operations.
Credit Risk
The company’s exposure to credit risk arises principally from amounts due from related parties. The directors consider this risk to be low, as the balances are due from entities under common ownership or control, and there is no history of default. The company does not consider there to be significant credit risk arising from other receivables.
Liquidity Risk
Liquidity risk is considered low. The company maintains adequate cash reserves to meet its current and foreseeable obligations as they fall due. Cash flow forecasts are reviewed regularly by management to ensure that sufficient funds are available to support operational and investment activities.
|
|
|