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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
ACCIONA is a global group that develops and manages sustainable infrastructure solutions, especially in renewable energy. Acciona’s Business spans the entire value chain, from design and construction through to operation and maintenance. Acciona’s long history has led to the aspiration to make the planet a better place through activities that provide sustainable solutions to the main challenges that will define the future relationship of humanity with the Earth. Solutions that Acciona consider essential for current and future generations to enjoy a better life in harmony with the planet consist of Energy, Transport, Water, Social, Cities Real Estate and Finance. With each of these concepts Acciona provides solutions as follows:
∙Energy - Wind power, Solar photovoltaic, Hydroelectric, Solar thermal, Biomass, Energy Storage, Energy Storage, Renewable Energy Supply, Energy Efficiency, Green Hydrogen and Electric mobility.
∙Transport – Bridges (Bridges and Motorways), Tunnels, Railways and railway service Subways and trams, Ports and water channels, Airports and airport services, Freight forwarding, Data centres & substations and transmission networks.
∙Water – Waste water treatment and reuse, Desalination, Drinking water, Integral water cycle & Water for agriculture.
∙Social – Healthcare, University campuses, Ecosystem regeneration, Museums and exhibitions & Event design and management.
∙Cities - Efficient building, Electric mobility, Circular economy: waste management and recovery & Urban ecosystems.
∙Real Estate - Sustainable and eco-friendly housing, Offices, Hotels, tourist resorts & Industrial properties.
∙Financial - Financial asset management & Capital markets.
To create a positive impact with its activity, ACCIONA invests in technology development and in projects capable of regenerating the planet. Our society is facing the greatest challenges in history, which is why ACCIONA is concentrating its efforts on providing the best solutions to accelerate the decarbonisation of the economy and the mitigation of, and adaptation to, climate change. Essential to this transformation strategy is its investment in caring for biodiversity and in efficient methods of water consumption, access and treatment. ACCIONA is also working on the development of new Business models based on circularity, aimed at reducing natural resource consumption and achieving the goal of zero waste.
ACCIONA delivers waste collection and transport services for municipalities, including organic waste, glass, paper, cardboard, packaging, furniture and appliances, and garden waste. Separating waste in this way makes it possible to produce compost, in line with the requirements of the European taxonomy. By managing waste treatment centres, recycling centres and transfer plants, ACCIONA optimises recycling, reuse, reduction and recovery of municipal solid waste.
To expedite the transition to a circular economy, ACCIONA develops waste recovery projects. The advantage of this approach is not only that it reduces the amount of waste disposed of in landfills, as well as pollution, but also provides renewable energy. ACCIONA is currently working on the design, construction, and commissioning of 2 Energy from Waste plants in the United Kingdom (UK) named Kelvin (Birmingham, England) & North London (North London, England).
The principal Business of EfW Ness Ltd (the company) is the offering of design, construction, and commissioning of Energy from Waste solutions. EfW Ness Ltd is a wholly owned subsidiary of Acciona Industrial S.A., a company incorporated in Spain. Both entities form part of the wider Acciona group, ultimately wholly owned by Acciona S.A., a company incorporated in Spain, and publicly listed on the Spanish stock exchange IBEX 35.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Market and economic risk
During the financial year EFW Ness Ltd (“EFW”) received a termination notice from the Client following a period of service disruption at the Facility arising from breaches by the appointed operating subcontractor of its subcontract with EFW which required EFW to terminate that subcontractor’s involvement in the project and take over their scope. Although EFW remained ultimately responsible for the performance of its subcontractor under the Project Agreement with the Client, EFW considers the termination wrongful and intends to pursue the matter legally. Further disclosure included in the notes to the financial statements.
Financial performance for the period:
∙Turnover – £11,369,328 / 2024 - £19,255,130
∙Operating Profit/(Loss) – (£424,875) / 2024 – (£282,792)
∙Profit/(Loss) after tax – (£534,180) / 2024 – (£208,332)
Foreign exchange risk
The company manages its exposure to fluctuations in foreign currency through appropriate treasury management. To mitigate exposure to fluctuation in foreign currency exposure the company negotiates multiple currency contracts with Clients and in the absences of multi-currency contracts the appropriate hedging relationships are established with the banks.
Liquidity risk
Forecasts are produced to assist management in identifying liquidity requirements. Liquidity is managed within the group to mitigate any risk to the operational activities.
Interest rate risk
There is minimal interest rate risk to the company.
Credit risk
The company's principal financial assets are bank balances & trade receivables. The company's credit risk is primarily attributable to its trade receivables. The company deem this credit risk to be low.
The directors consider the key financial performance indicators to be turnover, operating profit and profit after tax.
This report was approved by the board and signed on its behalf.
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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.
The loss for the year, after taxation, amounted to £534,180 (2024 - loss £208,332).
There were no dividends paid in the year (2024 - £NIL).
The directors who served during the year were:
Each of the persons who are directors at the time when the Director’s report is approved has confirmed that:
• so far as the director is aware, there is no relevant audit information of which the company’s auditor is unaware; and • the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company’s auditor is aware of that information.
There have been no significant events affecting the company since the year end.
The auditors, AAB Audit & Accountancy Limited, 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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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Strategic report, 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 the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EFW NESS LIMITED
We have audited the financial statements of EFW Ness Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EFW NESS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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 Strategic report or the Directors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EFW NESS LIMITED (CONTINUED)
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:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation. We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:
∙Management override of controls to manipulate the company's key performance indicators to meet targets;
∙Timing and completeness of revenue recognition; and
∙Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading
Our audit procedures to respond to these risks included:
∙Testing of journal entries and other adjustments for appropriateness;
∙Evaluating the business rationale of significant transactions outside the normal course of business;
∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
∙Enquiries of management about litigation and claims and inspection of relevant correspondence;
∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations; and
∙Performing a disclosure checklist on the financial statements to ensure Companies Act 2006 requirements are satisfied.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EFW NESS LIMITED (CONTINUED)
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.
for and on behalf of
Statutory Auditor
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 21 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company is a private limited company and is incorporated and domiciled in the United Kingdom. The address of its registered office is 37 Albyn Place, Aberdeen, Aberdeen City, United Kingdom, AB10 1YN.
EfW Ness Ltd’s principal activity is the design, construction and commissioning of Energy-from-Waste infrastructure projects in the United Kingdom as part of the Acciona group.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
- paragraphs 76 and 79(d) of IAS 40 Investment Property; and
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Acciona Industrial S.A. as at 31 December 2025 and these financial statements may be obtained from www.acciona.com.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company currently has a net liability position of £870,988 inclusive of intercompany loans of £3,550,000. The parent company will not seek repayment of this balance to the detriment of any other creditor (see note 13).
Parent company guarantees have been provided in relation to the company’s key contracts. These contracts require that adequate financial resources are made available throughout their execution of these contracts. The going concern basis is not affected by the termination of the contract with the Client (see note 16), as EFW forms part of a multinational Group with operational and financial resources that allow it to continue its activities or to be reallocated projects and contracts where appropriate. From a legal perspective, the termination is subject to a detailed analysis, taking into consideration that EFW has contractual rights to challenge said termination and claim compensation for wrongful termination, which could negate any potential adverse effects on the financial statements. Therefore, in approving the financial statements, the Directors have concluded that it is appropriate to maintain the going concern basis whilst disclosing in the notes to the financial statements a paragraph explaining the contractual termination, the measures adopted, and the companies’ rights.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
Financial liabilities
Fair value through profit or loss
At amortised cost
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Long term contracts Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonably certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year-end by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Turnover derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year which they are first foreseen.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The deferred tax charge has been calculated based on the rate of 25% which is the rate enacted on 24 May 2021.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the financial year EFW Ness Ltd (“EFW”) received a termination notice from the Client following a period of service disruption at the Facility arising from breaches by the appointed operating subcontractor of its subcontract with EFW which required EFW to terminate that subcontractor’s involvement in the project and take over their scope. Although EFW remained ultimately responsible for the performance of its subcontractor under the Project Agreement with the Client, EFW considers the termination wrongful and intends to pursue the matter legally.
The Client’s purported termination was grounded on the volume of waste alleged not to have been managed in accordance with the Project Agreement during the period of service disruption. That termination took effect in early December 2025. Following the purported termination the Client has since called on the on-demand performance and retention bonds which were in place under the Contract. Payment of these sums was ultimately borne by EFW's direct parent Acciona Industrial S.A. The Client has also issued a contractual claim for “Estimated Authority Losses” arising from the termination. EFW disputes the validity of the termination and amounts demanded of it. EFW do not consider it necessary to recognize any provision or potential obligation arising from the termination as no impact is expected. The Company intends to pursue the Client and the subcontractor for repayment of the sums called under the performance and retention bonds, and for all associated damages properly due to it arising from the identified breaches and termination of those contracts.
The company is an undertaking of Acciona Industrial S.A.. The ultimate controlling party is the shareholders of Acciona S.A..
The largest and smallest group in which the results of the company are consolidated is that headed by Acciona S.A., incorporated in Madrid, Spain. No other financial statements include the results of the company.
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