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Registered number: 13765212










IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
COMPANY INFORMATION


Directors
A Ghafoor 
A J Gray 




Company secretary
P J Hatcher



Registered number
13765212



Registered office
C/O Mazars LLP
One St Peter's Square

Manchester

M2 3DE




Independent auditors
WR Partners
Chartered Accountants & Statutory Auditors

Belmont House

Shrewsbury Business Park

Shrewsbury

Shropshire

SY2 6LG





 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 

CONTENTS



Page
Strategic report
 
1 - 4
Directors' report
 
5 - 6
Independent auditors' report
 
7 - 10
Statement of comprehensive income
 
11
Statement of financial position
 
12
Statement of changes in equity
 
13
Statement of cash flows
 
14
Notes to the financial statements
 
15 - 27


 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their report with the financial statements of the Company for the year ended 31 December 2023.
The principal activities of the business are to develop, own, operate and maintain a nationwide network of electric vehicle chargers for use by the public, and to support the united Kingdoms need for the electrification of transport.

Business review
 
The business completed a fundraise during 2022 and began to build its network. As of 31 December 2023 the business has either completed or is awaiting final connection for all the chargers associated with the raise and financial performance and position is aligned with management’s expectations.
Network usage remains inline with management expectations. This demonstrates the continued positive attitude towards the shift to electric and using public charging networks which is consistent with the business model and the management’s strategy to deliver against their objectives.
Be.EV are committed to creating a fair, future-proof infrastructure legacy that connects, engages, and elevates communities. We want to power easy and reliable charging experiences for everyone, across every community. We are ambitious to make a genuine difference and to drive positive social value. We want to create local jobs, working with academia in the UK to create mobility as a driver of economic growth.
The Company has confirmation that, if required, the group will provide financial support for at least 12 months from the date of signing the accounts.
EV market growth
2023 has again been an exciting year for the electric vehicle industry. It was the most successful year in history for electric battery vehicle (BEV) uptake in the UK with 1m vehicles on the UK roads, a 47% increase on 2022. 
At the end of December 2023, there were 53,865 electric vehicle charging points across the UK. This represents a 45% increase in the number of charging devices since December 2022. As plug-in vehicle and BEV registrations surge, public charging infrastructure expansion is, however, still failing to keep pace. 
The previous delay from 2030 to 2035 has dampened both general sentiment and extended OEMs’ timeline. The Zero Emission Vehicle (ZEV) mandate, which requires car manufacturers to sell a certain percentage of zero-emission vehicles, is a positive factor although several car manufacturers are openly struggling to meet the targets or vocally against them.

Page 1

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The principal risks that affect the business are reviewed and monitored by senior management. The key risks that the Company face include:
Health and safety
The risk of site-related and workplace injuries and environmental incidents exist which could result in:
• Serious injury or death of staff, contractors or customers
• Claims against the Company
• Investigations and enforcement from statutory bodies (e.g. Health and Safety Executive) which could    include improvement actions, fines and suspension of operations.
• Reputational damage. 
The business operates a full Health, Safety, Environmental and Quality (HSEQ) management system with training, inspections and monitoring programmes in place to minimise the risk of incidents occurring. The management of HSEQ features prominently in discussions at quarterly board and monthly senior leadership meetings.
Political
Government policy on phasing out petrol and diesel engines as well as tackling the climate crisis could impact the uptake of electric vehicles. 
Management continually monitors government policy and retain flexibility in the business model to enable an appropriate response should there be policy changes that impact the business.
Economic
The business is reliant upon the growth in EV adoption by both private and commercial owners who then utilise the network. Government policies support and encourage this at present and whilst EV adoption remains a smaller part of the market today, the segment is growing rapidly. OEMs are aggressively promoting their lines of EVs in consideration of the 2035 deadline and with more fleets electrifying, a lively second-hand market for EVs will present itself and help consumers overcome the affordability risk that will be short term.  
Additionally, cost inflation has become an important factor for businesses to manage, in particular energy prices that are a significant category of expenditure for Iduna and its subsidiaries.
Competition
Be.EV has sought to differentiate itself from its competition by focusing on its green credentials, its bespoke charging solutions and by putting the communities it serves at the heart of its site selection. In support of the Company’s strategy to deliver this, the business is well capitalised to fund the roll-out of the network quickly to secure market share.  
Be.EV recognises that price competitiveness is important, but the business prioritises value for money, which centres on great locations, scale, ease of use and reliability. Energy costs have relaxed during 2023 and Be-EV continue to explore ways in which to pass some of these savings on to customers.  
 
Page 2

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Technology
All major vehicle manufacturers are investing in the electrification of transport as the clean alternative to fossil fuels, so the risk of electric vehicle technology being redundant in the near future is regarded as negligible.
As the industry develops, it is expected that the charging capability of EVs will increase and support faster charging to reduce waiting times. However, this will be limited to the expected dwell times of the location. The business continually monitors alternative hardware solutions in the market to ensure it offers the best solutions to drivers.
Management maintains strong relationships at the highest levels of its supply chain and ensures that the business is not dominated by one supplier. 
Staff Retention
The loss of key personnel would cause disruption to the business continuity. The business provides competitive remuneration and succession planning takes place.
Financial
The board has responsibility for monitoring financial risks and its policies are implemented by senior management. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Company as described below: 
1. Asset Utilisation
 The long-term business model is based on an increasing rate of usage at sites once they go live. The    usage expectation increases as the national adoption of electric vehicles grows. Work has been done    with industry leading advisors on the forward demand profiles and achieving these demand curves    remains the priority for the Company.
 Repayment of the debenture is dependent on achieving such levels of usage.  
2. Supply chain Risk
 The Company is exposed to changes in the market price for its materials which impacts the cost of each   charging station installation. To manage this the Company has developed as broad and competitive    supply base including framework agreements with key suppliers to ensure price stability for the     installation of its chargers as well as engagement with potential suppliers in the market.
3. Energy Price Risk
 The Company is exposed to energy price fluctuations from its energy suppliers which impacts gross    margin. This can be partly offset, up or down, by the tariff charged to end users for charging as most    competitors will also have similar exposure.      
4. Foreign exchange risk
 The Company makes purchases, and receives payment in sterling, which limits its exposure to exchange  rate risk. The Company's hardware suppliers whilst UK companies and who invoice in sterling source    supply from oversees manufacturers and the business is subject to fluctuation in exchange rates. If any   future contracts require an agreement with an oversees supplier, the Company will seek to denominate    process in sterling.

Page 3

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Key performance indicators
 
In addition to the financial information presented to the board throughout the year management monitors the following key performance indicators: 
 
-  Site leads generated
-  Leases signed
-  Capital deployed
-  No of chargers installed
-  No of chargers in operation
-  Network availability
-  Brand recognition
-  Utilisation/revenue
-  Safety 
-  Margin%

Directors' statement of compliance with duty to promote the success of the Company
 
As the Directors of the Company we acknowledge our legal responsibility under s172 of the Companies Act 2006 to act in a way we consider, in good faith, would be most likely to promote the Company's success for the benefit of its members as a whole, and to have regard to the long term effect of our decisions on the Company and its stakeholders.


This report was approved by the board and signed on its behalf.





A J Gray
Director

Date: 30 August 2024

Page 4

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £743,721 (2022 - loss £677,530).

No dividends were paid or proposed during the year (2022: £nil).

Directors

The directors who served during the year were:

A Ghafoor 
A J Gray 

Future developments

Please refer to the Strategic Report.

Page 5

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Engagement with suppliers, customers and others

Engagement with suppliers and customers is key to our success. We work closely with our supply chain and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.
The Directors recognise the importance of building strong relationships with suppliers. Our suppliers provide products and services that helps us to execute our strategy. We also recognise that developing a strong understanding of customers’ needs and putting that into our business and strategy is critical.

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.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsWR Partnerswill be proposed for reappointment in accordance with section 489 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





A J Gray
Director

Date: 30 August 2024

Page 6

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 

Opinion


We have audited the financial statements of Iduna Electric Vehicle Charging Infrastructure 2 PLC (the 'Company') for the year ended 31 December 2023, which comprise the Statement of 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 significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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.


Page 7

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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.


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 Strategic report or 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.


Page 8

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 5, 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:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR).
We understood how the Company are complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.


Page 9

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC (CONTINUED)


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.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Andrew Malpass BA FCA (Senior statutory auditor)
  
for and on behalf of
WR Partners
 
Chartered Accountants
Statutory Auditors
  
Belmont House
Shrewsbury Business Park
Shrewsbury
Shropshire
SY2 6LG

 
Date: 
31 August 2024
Page 10

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

31 December
13 months ended
31 December
2023
2022
Note
£
£

  

Turnover
 4 
42,728
-

Cost of sales
  
(332,526)
(226,129)

Gross loss
  
(289,798)
(226,129)

Administrative expenses
  
(104,166)
(35,548)

Exceptional administrative expenses
  
-
(164,589)

Operating loss
  
(393,964)
(426,266)

Interest receivable and similar income
 7 
2,914
74

Interest payable and similar expenses
 8 
(352,671)
(251,338)

Loss before tax
  
(743,721)
(677,530)

Loss for the financial year
  
(743,721)
(677,530)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 15 to 27 form part of these financial statements.

Page 11

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
REGISTERED NUMBER: 13765212

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
2,766,264
1,644,406

  
2,766,264
1,644,406

Current assets
  

Debtors: amounts falling due within one year
 12 
516,404
125,174

Cash at bank and in hand
 13 
186,330
2,189,440

  
702,734
2,314,614

Creditors: amounts falling due within one year
 14 
(300,022)
(220,487)

Net current assets
  
 
 
402,712
 
 
2,094,127

Total assets less current liabilities
  
3,168,976
3,738,533

Creditors: amounts falling due after more than one year
 15 
(4,540,227)
(4,366,063)

  

Net liabilities
  
(1,371,251)
(627,530)


Capital and reserves
  

Called up share capital 
 18 
50,000
50,000

Profit and loss account
 19 
(1,421,251)
(677,530)

  
(1,371,251)
(627,530)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




A J Gray
Director

Date: 30 August 2024

The notes on pages 15 to 27 form part of these financial statements.

Page 12

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 25 November 2021
-
-
-


Comprehensive income for the period

Loss for the period
-
(677,530)
(677,530)


Other comprehensive income for the period
-
-
-


Total comprehensive income for the period
-
(677,530)
(677,530)


Contributions by and distributions to owners

Shares issued during the period
50,000
-
50,000


Total transactions with owners
50,000
-
50,000



At 1 January 2023
50,000
(677,530)
(627,530)


Comprehensive income for the year

Loss for the year
-
(743,721)
(743,721)


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
(743,721)
(743,721)


Total transactions with owners
-
-
-


At 31 December 2023
50,000
(1,421,251)
(1,371,251)


The notes on pages 15 to 27 form part of these financial statements.

Page 13

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(743,721)
(677,530)

Adjustments for:

Depreciation of tangible assets
29,492
-

Interest paid
352,671
251,338

Interest received
(2,914)
(74)

(Increase) in debtors
(76,526)
(51,632)

(Increase) in amounts owed by groups
(314,704)
(73,542)

Increase in creditors
239,085
363,506

Increase in amounts owed to groups
14,614
108,320

Net cash generated from operating activities

(502,003)
(79,614)


Cash flows from investing activities

Purchase of tangible fixed assets
(1,306,766)
(1,644,406)

Sale of tangible fixed assets
155,416
-

Interest received
2,914
74

Net cash from investing activities

(1,148,436)
(1,644,332)

Cash flows from financing activities

Issue of ordinary shares
-
50,000

New secured loans
-
4,114,724

Interest paid
(352,671)
(251,338)

Net cash used in financing activities
(352,671)
3,913,386

Net (decrease)/increase in cash and cash equivalents
(2,003,110)
2,189,440

Cash and cash equivalents at beginning of year
2,189,440
-

Cash and cash equivalents at the end of year
186,330
2,189,440


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
186,330
2,189,440

186,330
2,189,440


Page 14

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Iduna Electric Vehicle Charging Infrastructure 2 PLC (company number 13765212) is a public company limited by shares, incorporated in England and Wales and domiciled in the United Kingdom. Its registered office and principal place of business is C/O Mazars LLP, One St Peter's Square, Manchester, M2 3DE. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Going concern

Natwest Bank and KfW IPEX-Bank GmbH have committed a debt facility of up to £55m to Iduna EVCI Asset Co 1 Limited, of which Iduna Electric Vehicle Charging Infrastructure 2 PLC is a fellow group member. The debt facility includes a mechanism whereby the following year’s commitment is reviewed at the end of each year, to ensure that the group is managed within its financial facilities.
All companies within the Iduna Infrastructure group have committed to providing mutual support in allocating working capital across the group to support the operations of each individual group company.
The Company's forecasts and projections, taking account of reasonable possible changes in trading performance, show that the Company is dependent on the above finance being made available to the Group by the lenders during the 2024 year.
After making enquiries, and based on the financial support confirmed by the parent company and lenders, the Directors have a reasonable expectation that the Company has adequate resources to continue in operation existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

Page 15

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Finance costs

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 16

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Taxation

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.

 
2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.8

Tangible fixed assets

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis.

Depreciation is provided on the following basis:

Completed sites
-
Over the life of the lease
Assets under construction
-
not depreciated

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.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 17

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.12

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of financial position 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Page 18

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Financial instruments (continued)

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Page 19

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and judgements concerning the future. The resulting accounting estimates, will by definition, seldom equal the related actual results. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Tangible fixed assets, incorporating assets under the course of construction
Tangible fixed assets are recognised at cost with consideration given to their carrying value in relation to their future profit-generating capacity and value in use.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the Company.

All turnover arose within the United Kingdom.


5.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


31 December
13 months ended
31 December
2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
3,950
3,800


All non-audit services not included above
2,050
1,870


6.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).

Page 20

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Interest receivable

31 December
13 months ended
31 December
2023
2022
£
£


Other interest receivable
2,914
74

2,914
74


8.


Interest payable and similar expenses

31 December
13 months ended
31 December
2023
2022
£
£


Other interest payable
352,671
251,338

352,671
251,338


9.


Taxation


31 December
13 months ended
31 December
2023
2022
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-
Page 21

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

31 December
13 months ended
31 December
2023
2022
£
£


Loss on ordinary activities before tax
(743,721)
(677,530)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(174,774)
(128,731)

Effects of:


Capital allowances in excess of depreciation
(263,883)
-

Pre-trade expenditure adjustments
(159,220)
128,731

Unrelieved tax losses carried forward
597,877
-

Total tax charge for the year/period
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


10.


Exceptional items

31 December
13 months ended
31 December
2023
2022
£
£


Setup fees for funding
-
164,589

-
164,589

Page 22

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Tangible fixed assets





Completed sites
Assets under construction
Total

£
£
£



Cost or valuation


At 1 January 2023 (as previously stated)
-
1,513,384
1,513,384


Prior Year Adjustment
-
131,022
131,022


At 1 January 2023 (as restated)
-
1,644,406
1,644,406


Additions
-
1,306,766
1,306,766


Disposals
-
(155,416)
(155,416)


Transfers between classes
2,283,499
(2,283,499)
-



At 31 December 2023

2,283,499
512,257
2,795,756



Depreciation


Charge for the year on owned assets
29,492
-
29,492



At 31 December 2023

29,492
-
29,492



Net book value



At 31 December 2023
2,254,007
512,257
2,766,264



At 31 December 2022 (as restated)
-
1,644,406
1,644,406

Prior year restatement
Information has come to light during the year relating to a credit note recognised within the Company's prior year financial statements, which instead related to a fellow group company. As a result of this, the comparative figures for tangible fixed assets and trade creditors have been increased by £88,250. 
In addition to the above, assets were recognised within a fellow group company's financial statements. Following this adjustment, tangible fixed assets have increased by £42,772, creditors have increased by £25,764 and debtors have decreased by £17,008.

Page 23

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Debtors

As restated
2023
2022
£
£


Trade debtors
18,654
-

Amounts owed by group undertakings
388,246
73,542

Other debtors
96,275
51,166

Prepayments and accrued income
13,229
466

516,404
125,174



13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
186,330
2,189,440

186,330
2,189,440



14.


Creditors: Amounts falling due within one year

As restated
2023
2022
£
£

Trade creditors
88,251
106,497

Amounts owed to group undertakings
122,934
108,320

Other taxation and social security
25,127
-

Other creditors
3
-

Accruals and deferred income
63,707
5,670

300,022
220,487


Page 24

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other loans
4,114,724
4,114,724

Other creditors
425,503
251,339

4,540,227
4,366,063



16.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£



Amounts falling due 2-5 years

Other loans
4,114,724
4,114,724


4,114,724
4,114,724


4,114,724
4,114,724


The balance within other loans consists of a debenture which is secured by a fixed and floating charge over the assets of the Company. 
Interest is applied on the balance on a six-monthly basis. The balance is expected to be repaid in full on 31 March 2027.

Page 25

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Deferred taxation

The deferred tax balance is made up as follows:


2023
2022
£
£



Accelerated capital allowances
(274,615)
-

Tax losses carried forward
274,615
-

-
-


18.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



12,500 (2022 - 12,500) Ordinary shares of £1.00 each
12,500
12,500

Allotted, called up and unpaid



37,500 (2022 - 37,500) Ordinary shares of £1.00 each
37,500
37,500



19.


Reserves

Profit and loss account

The profit and loss account is made up of accumulated profits and losses less any distributions since incorporation.

20.


Analysis of net debt




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

2,189,440

(2,003,110)

186,330

Debt due after 1 year

(4,114,724)

-

(4,114,724)


(1,925,284)
(2,003,110)
(3,928,394)

Page 26

 
IDUNA ELECTRIC VEHICLE CHARGING INFRASTRUCTURE 2 PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Capital commitments


At 31 December 2023 the Company had capital commitments as follows:

2023
2022
£
£


Contracted for but not provided in these financial statements
-
378,203

-
378,203


22.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
23,600
-

Later than 1 year and not later than 5 years
94,400
-

Later than 5 years
330,400
-

448,400
-


23.


Related party transactions

The Company has taken advantage of the exemption under FRS102 not to disclose transactions with wholly owned group companies.


24.


Controlling party

The Company is wholly owned by Iduna EVCI Holdings Limited. The ultimate parent company is Iduna Infrastructure Limited, a company incorporated and registered in the United Kingdom. The Company is included within the consolidated financial statements of the ultimate parent, which can be obtained from Companies House or its registered office, which is located at C/O Mazars LLP, One St Peter's Square, Manchester, M2 3DE.
 
The ultimate controlling party is Sky EV Charging Holdco Limited, due to its majority shareholding of the ultimate parent.

 
Page 27