Company registration number: 10222179
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FOR THE YEAR ENDED
31 MARCH 2023
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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CONTENTS
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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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CHAR.GY LIMITED
REGISTERED NUMBER:10222179
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital contribution reserve
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CHAR.GY LIMITED
REGISTERED NUMBER:10222179
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2023
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the income statement in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
O Brighton
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The notes on pages 4 to 14 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
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Capital contribution reserve
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At 1 April 2021 (as restated)
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Comprehensive income for the year
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Loss for the year (as restated - see note 13)
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Shares issued during the year
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At 1 April 2022 (as restated)
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Comprehensive income for the year
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Shares issued during the year
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The notes on pages 4 to 14 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Char.gy 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.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 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:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The company made a loss after tax of £7,548,054 (2022: £2,447,758) during the year ended 31 March 2023 and at that date had net assets of £12,738,609 (2022: £2,374,437).
The Directors have assessed future cash flows of the company at the date of approving the financial statements. The Company relies on financial support from investors and related parties to execute strategic growth and to meet its day-to-day working capital requirements.
On 9 May 2023, the Company received an additional capital injection of £9,999,933 from ZCIIF Hold Co 3 Limited. This cash injected will enable the Company to continue to trade in operational existence for the foreseeable future. The investors and related parties have also confirmed their ability and willingness to support the Company for the next 12 months from the date of signing these financial statements.
The Directors, therefore, have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, the Company continues to adopt the going concern basis in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
Revenue shown in the Income Statement represents amounts receivable for products and services sold during the year in the normal course of business, net of trade discounts, VAT and other sales and related taxes.
Revenue is generated from the supply and installation of electric car charging points and charging customers for the use of electric car charge points on either a Pay As You Go basis (PAYG) or via a subscription plan.
Revenue from the supply and installation of electric car charging points is recognised at the point the charging point has been installed. PAYG revenue and subscriptions plans are recognised over the period in which the service provided relates.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Income Statement in the same period as the related expenditure.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
Where equity instruments are granted to persons / entities other than employees, the profit or loss is charged with the fair value of goods and services received over the vesting period.
Where there is no vesting period and the options granted vest immediately, the counterparty is not required to complete a specific period of service before becoming unconditionally entitled to those share-based payments. In such circumstances the services received are recognised in full.
Where any payment is made to the counterparty on cancellation or settlement is accounted for as a repurchase of an equity interest (i.e. as a deduction from equity), expect to the extent that the payment exceeds the fair value of the equity instrument granted, then any excess would be recognised as an expense.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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using the straight-line method
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using the straight-line method
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To be amortised upon completion
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To be amortised upon completion
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To be amortised upon completion
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Assets under construction
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To be depreciated upon installation
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using the straight-line method
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using the straight-line method
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using the straight-line method
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using the straight-line method
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements require management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
The directors consider the following to be critical judgments, estimates and assumptions used in the preparation of these financial statements:
Useful life of the Development platform
Management have estimated that the Development platform has a useful life of 10 years on the basis that the future profits occurring as result of the platform will match amortisation over that period. This will be amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and then physical condition of the asset.
Useful life of the Charging points
Management have estimated that the charging points have a useful life of 10 years based on the terms of the long term contracts held which will match amortisation over that period. This will be amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and then physical condition of the asset.
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The average monthly number of employees, including the directors, during the year was as follows:
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The expenses included within exceptional items relate to the transaction costs associated with the investment from ZCIIF Hold Co 3 Limited. These costs include external fees for financial advisory, legal and due diligence costs.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
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Assets under construction
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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Investments in subsidiary companies
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Prepayments and accrued income
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The tax recoverable balance has been restated as a result of the prior period adjustment as explained in note 13.
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Creditors: Amounts falling due within one year
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Amounts owed to related parties
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Other taxation and social security
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Accruals and deferred income
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Included in amounts owed to related parties is a balance of £14,531 (2022: £5,946) which is unsecured, interest free and repayable on demand.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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Allotted, called up and fully paid
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62,996 (2022 - 16,838) Ordinary A shares of £0.01 each
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17,520 (2022 - 16,201) Ordinary B shares of £0.01 each
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Each Ordinary A share has full rights in the company with respect to voting, dividends and distributions.
Each Ordinary B share has full rights in the company with respect to voting, dividends but not equal rights with respect to distributions.
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During the year, the Company received a capital injection of £17,499,883 and £500,072 from Zciif Hold Co 3 Limited and a director respectively in exchange for 46,158 A shares and 1,319 B shares for strategic growth purposes and for working capital requirements. Zciif Hold Co 3 Limited is the controlling party by virtue of its majority shareholding.
Share premium account
The share premium account represents premiums paid in excess of the company’s ordinary shares nominal value.
Capital contribution reserve
The capital contribution reserve represents amounts arising on the issue of share options to a third party company.
Profit and loss account
The profit and loss account represents retained earnings and accumulated losses attributable to the shareholders of the company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Share options granted to a third party company had not been accounted for during the year ended 31 March 2020 which has given rise to a prior year adjustment.
The prior year adjustment has resulted in an increase of £87,730 to equity share based payment expense within administration expenses and increase in the capital contribution reserve. The overall result of the prior year adjustment is a increase of £87,730 to the loss for the year ended 31 March 2020 and increase of the profit and loss reserve account at that date.
An adjustment has been made in respect to R&D tax recoverable to reflect it's true nature. Amounts receivable in respect of periods to 31 March 2021 totalling £125,126 have been included as at 1 April 2021 with the brought forward P&L deficit and net liabilities at that date being decreased by that amount.
In addition, an amount of £74,618 was adjusted in relation to the year end 31 March 2022, decreasing the R&D tax recoverable for that year by that amount. Accordingly, tax recoverable of £50,508 is included as at 31 March 2022 with the P&L deficit decreased and net assets increased at that date by the same amount.
In addition to the above prior period adjustments, there has been a prior year restatement to reallocate costs from cost of sales to operating costs to present their true nature. This adjustment has not resulted in a change to the profit for the year or net assets as at 31 March 2022.
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Commitments under operating leases
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At 31 March 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption in FRS 102 not to disclose transactions entered into between members of the Group where subsidiaries party to the transaction are wholly owned members of the Group.
During the year, the Company were recharged fees of £190,967 (2022: £47,156) from Unboxed Consulting Limited, a related company. At the year end, Unboxed Consulting Limited were owed by the company a balance of £14,531 (2022: £5,946).
At 31 March 2023, an amount of £529 (2022: Nil) was owed by the company to R Stobart.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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Post balance sheet events
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On 9 May 2023, the Company received a capital injection of £9,999,933 from ZCIIF Hold Co 3 Limited for strategic growth purposes and for working capital requirements.
On 23 August 2023, the Company entered a new head office lease for a 5-year term but with a 3-year break clause. The total commitment for the 3-year period is £929,272.
On 24 August 2023, the Company issued 7,438 Ordinary D shares at a Nominal Value of 0.01 per share. Each Ordinary D share has no rights in the company with respect to voting, equal rights in respect to dividends but not equal rights with respect to distributions and are subject to certain growth conditions.
ZCIIF Hold Co 3 Limited is the controlling party by virtue of its majority shareholding.
The auditors' report on the financial statements for the year ended 31 March 2023 was qualified.
The qualification in the audit report was as follows:
The financial statements for the year ended 31 March 2021 were unaudited, meaning that we did not observe counting of physical inventories as at 31 March 2021. We were unable to satisfy ourselves by alternative means concerning the stock quantities of £392,335 held at 31 March 2021 by using other audit procedures. Consequently, we were unable to determine whether there was any consequential effect on cost of sales for the year ended 31 March 2022. Our audit opinion on the financial statements for the year ended 31 March 2022 was modified accordingly. Our opinion on the current period’s financial statements is also modified because of the possible effect of this matter on the comparability of the current period’s figures and the corresponding figures.
The audit report was signed on 25 October 2023 by Paul Laxton FCCA (Senior Statutory Auditor) on behalf of Menzies LLP.
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