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Registered number: 14348462










NLIGHTEN UK TOPCO LIMITED










ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

 
NLIGHTEN UK TOPCO LIMITED
 

 
CONTENTS


Page
Company Information
1
Group Strategic Report
2 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 8
Consolidated Statement of Comprehensive income
9
Consolidated Statement of Financial Position
10 - 11
Company Statement of Financial Position
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15 - 16
Notes to the Consolidated Financial Statements
17 - 45

 
NLIGHTEN UK TOPCO LIMITED
 

 
COMPANY INFORMATION


Directors
H T R M Beusker (appointed 19 October 2022)
E F Del Prete (appointed 20 September 2022)
M A El Gazzar (appointed 20 September 2022)
J R-R Fernandez (appointed 20 September 2022)
P V Fiel (appointed 4 June 2024)
M J P Jacqz (appointed 9 September 2022)
C S McCarthy (appointed 19 October 2022)
M B Thompson (appointed 19 October 2022)
D L Spiri (appointed 9 September 2022, resigned 20 September 2022)




Company secretary
Intertrust (UK) Limited



Registered number
14348462



Registered office
6 Chesterfield Gardens,
Mayfair

London

W1J 5BQ




Page 1

 
NLIGHTEN UK TOPCO LIMITED
 

 
GROUP STRATEGIC REPORT
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The directors present the strategic report for the 16 month period ended 31 December 2023.
The period from 9 September 2022 to 31 December 2023 represents the inaugural financial year for nLighten UK TopCo Ltd (the “Company”), marking the establishment of our presence as a leading European edge data center platform. This first financial year has been characterized by substantial investments and rapid expansion as we strategically build our footprint across Europe. We have successfully entered key markets, including the United Kingdom, France, Germany, and the Netherlands, positioning ourselves as a significant player in the region.
During this period, significant investments have been made to enhance our data centers, ensuring that they are equipped with the latest technologies, offer high efficiency, and provide superior connectivity. These investments are aligned with our commitment to delivering advanced, reliable, and regionally focused data center services throughout Europe. This foundational year sets the stage for continued growth and innovation as we solidify our position in the European data center landscape.

Business review
 
During the period under review, significant focus was placed on the integration of recent acquisitions into the nLighten Group, ensuring that each new addition is incorporated into our expanding European edge data center platform. This integration is pivotal to our strategy of creating a unified and robust operational framework that supports our ambitious growth objectives.
We are beginning to see the tangible results of our cross-country cooperation, which has been instrumental in strengthening our position as a key edge player throughout Europe. The synergy between our operations in different countries is enhancing our service offerings and operational efficiency, further solidifying our market position.
To further drive our growth and ensure excellence in customer service, we have made significant recruitments across the organization. These strategic additions to our team bring in specialized skills and experience, enabling us to meet our ambitious targets and maintain a high standard of customer satisfaction as we expand our operations.
As a significant power user, we remain acutely aware of the fluctuations in electricity supply and pricing. This area has been a constant focus for us, given its impact on our operations and cost structure. Notably, the second half of 2023 has brought improved stability in power supply and a reduction in energy prices, which has positively influenced our operations and financial performance.
Overall, the period has been one of significant progress and strategic consolidation, setting a strong foundation for continued growth and success in the coming years.

Financial key performance indicators
 
Financial performance
The Group reported a loss of €2.6 million for the period, reflecting the significant acquisition and start-up costs, along with increased expenses associated with our strong European expansion. These costs are indicative of our strategic focus on building a robust foundation for future growth. Management is confident that these investments will yield substantial long-term benefits, including increased revenue streams and enhanced competitiveness across our markets.
It is important to assess the Group's financial performance within the context of our growth-oriented strategy. The incurred costs are viewed as calculated investments in the Group's future, laying the groundwork for sustainable profitability and long-term success. We are confident that short-term financial impacts will translate into enduring value creation as our expansion initiatives mature.
Financial position
At the end of 2023, the Group reported total assets of €366 million and liabilities of €191 million, resulting in a healthy equity position of €175 million. Our working capital remains robust, providing operational stability and flexibility to support our ongoing growth and strategic initiatives.
Market position
The Group has firmly established its presence in key markets across Europe, positioning itself as a significant player in the region's edge data center industry. We are rapidly expanding our footprint, entering new territories and strengthening our position in existing markets. This strategic expansion allows us to better serve our customers with localized, high-performance data center solutions, while also capitalizing on the growing demand for edge computing across the region.
Future outlook
Looking ahead, the Group is well-positioned to continue its expansion across Europe, further strengthening our brand and market presence. We plan to build on the momentum of our recent growth by entering additional key markets and enhancing our service offerings in existing locations. This strategic expansion will not only broaden our geographical footprint but also reinforce our reputation as a leading provider of cutting-edge data center solutions.

Page 2

 
NLIGHTEN UK TOPCO LIMITED
 

 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The Group operates in a dynamic and competitive market, where several principal risks and uncertainties could impact our business performance and strategic objectives. Key risks include:
1. Market Competition: The European data center market is highly competitive, with increasing pressure from both established players and new entrants. To maintain our market position, we must continuously innovate and deliver superior service offerings. Failure to do so could impact our growth and profitability.
2. Power Pricing: As a significant power user, fluctuations in energy prices pose a significant risk. While the second half of 2023 saw improved stability and lower prices, ongoing volatility in the energy market could affect our operational costs and margins.
3. Environmental Factors and Sustainability: Growing environmental concerns and evolving sustainability regulations present both challenges and significant opportunities for the Group. We are committed to leading a step change in the data center industry by prioritising sustainability at the core of our operations. Our focus is on proactively reducing our environmental impact and setting new standards for sustainable practices within the sector. By doing so, we aim not only to comply with regulatory requirements but also to enhance our reputation as a responsible industry leader. Failure to meet these objectives could result in regulatory penalties, reputational damage, and increased costs, but we view our sustainability efforts as a critical driver of long-term success and industry innovation.
4. Economic Downturn: The broader economic environment, including potential downturns, poses a risk to our business. Economic instability can lead to reduced customer demand, delays in investment, and tightened access to capital, all of which could negatively impact our financial performance.
5. Interest Rate Risk: Fluctuations in interest rates can influence the cost of borrowing and the overall financial stability of the Group. Rising interest rates may increase our financing costs and affect our ability to fund ongoing and future expansion initiatives.
The Group is committed to mitigating these risks through strategic planning, robust financial management, and continuous monitoring of the external environment. By proactively addressing these uncertainties, we aim to safeguard our operations and sustain our long-term growth trajectory.


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



H T R M Beusker
Director

Date: 5 September 2024

Page 3

 
NLIGHTEN UK TOPCO LIMITED
 

 
DIRECTORS' REPORT
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

The directors present their report and the audited financial statements for the 16 month period ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, Directors' Report and the consolidated financial statements, in accordance with applicable law.

Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law, the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future. The directors have made this assessment for a period of at least one year from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements. 

Principal activity

The Company and Group has commenced its business of operating data centers across several European key economic hubs.

Results and dividends

The results of the Group are set out in the Consolidated Statement of Comprehensive Income on page 8.

Directors

The directors who served during the 16 month period and up to the date of this report, unless otherwise stated were:

H T R M Beusker (appointed 19 October 2022)
E F Del Prete (appointed 20 September 2022)
M A El Gazzar (appointed 20 September 2022)
J R-R Fernandez (appointed 20 September 2022)
M J P Jacqz (appointed 9 September 2022)
C S McCarthy (appointed 19 October 2022)
M B Thompson (appointed 19 October 2022)
D L Spiri (appointed 9 September 2022, resigned 20 September 2022)
P V Fiel (appointed 4 June 2024)
 
Page 4

 
NLIGHTEN UK TOPCO LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

Events after the end of the reporting period

On 8 February 2024, the Company issued 11,852,214 A ordinary shares for €1, of which €118,552.14 was share capital and €11,733,691.86 being share premium.
On 22 February 2024, the Company issued 5,647,786 A ordinary shares for €1, of which €56,447.86 was share capital and €5,591,308.14 being share premium.
On 20 March 2024, the Company issued 56,542,056 A ordinary shares for €1.07, of which €565,420.56 was share capital and €59,934,579.44 being share premium.
On 24 June 2024 - the Company issued 31,896,551 A ordinary shares for €1.16, of which €318,965.51 was share capital and €36,681,033.65 being share premium.
Effective 1 April 2024, the Group acquired 7 data center companies for the aggregate purchase price of €18.7M. These data centers are in Belgium, Netherlands, UK, Switzerland, Spain and France.

Financial risk management

The financial risk management objectives and policies are disclosed in the Strategic Report.

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 and the Group'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 and the Group's auditors are aware of that information.

Auditors

The auditorsDux Advisory Limitedwill 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.
 



H T R M Beusker
Director

Date: 5 September 2024
Page 5

 
NLIGHTEN UK TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NLIGHTEN UK TOPCO LIMITED
 


Opinion

We have audited the financial statements of nLighten UK Topco Limited (the ‘parent company’) and its subsidiaries (the 'group') for the 16 month period ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

the financial statements give a true and fair view of the state of the group's and of the parent company’s affairs as at 31 December 2023, and of the group's loss for the 16 month period then ended;
the group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
the parent company financial statements have been properly prepared in accordance with UK adopted international accounting standards; and
the financial statements 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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group and parent 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.

Opinions 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 group strategic report and the directors’ report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Page 6

 
NLIGHTEN UK TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NLIGHTEN UK TOPCO LIMITED
 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 4, 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 group and the parent 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.

Auditor’s 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 auditor’s 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 applicable to the group and company and the sector in which it operates. We determined that the following laws and regulations were most significant: Companies Act 2006, UK GAAP, the UK Corporate Governance Code and the Data Protection Act.
We obtained an understanding of how the group and company is complying with those legal and regulatory frameworks and made enquiries to the management of known or suspected instances of fraud and non-compliance with laws and regulations.
We assessed the susceptibility of the group and company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit team included:
°Identifying and assessing the controls management has in place to prevent and detect fraud;
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgments made by management in its significant accounting estimates and judgments.
°Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and
°Assessing the extent of compliance with the relevant laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: . This description forms part of our auditor’s report.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Page 7

 
NLIGHTEN UK TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NLIGHTEN UK TOPCO LIMITED
 

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor’s 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.  




James Foskett (senior statutory auditor)
for and on behalf of
Dux Advisory Limited, Statutory Auditor
Kennel Club House, Gatehouse Way
Aylesbury
Buckinghamshire
England, HP19 8DB


  



5 September 2024

Page 8

 
NLIGHTEN UK TOPCO LIMITED
 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023


16 month period ended
31 December
2023
Note
€000

Continuing operations
  

Revenue
 3 
18,170

Cost of sales
  
(7,555)

Gross profit
  
10,615

  

Negative goodwill recognised on acquisition of investments in subsidiary undertakings
      24
18,873

Administrative expenses
  
(28,647)

Operating profit
       6
841

  

Finance income
       7
293

Finance expense
       7
(3,322)

Loss before tax
  
(2,188)

  

Taxation
 8 
(416)

Loss for the 16 month period
  
(2,604)

Other comprehensive income:

Exchange gains arising on translation on foreign operations
  
1,432

  
1,432

  

Total comprehensive loss for the year, net of tax
  
(1,172)

The notes on pages 17 to 45 form part of these financial statements.

Page 9

 
NLIGHTEN UK TOPCO LIMITED
REGISTERED NUMBER: 14348462

 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023
Note
€000

Assets

Non-current assets
  

Property, plant and equipment
       9
238,609

Right of use assets
      17
20,261

Intangible assets
 10 
8,020

Goodwill
      12
62,369

Trade and other receivables
      13
1,827

Assets held for sale
      11
3,508

  
334,594

Current assets
  

Trade and other receivables
      13
17,748

Cash and cash equivalents
      14
13,582

  
31,330

  

Total assets

  

365,924

Liabilities

Non-current liabilities
  

Loans and borrowings
 16 
128,458

Deferred tax liability
 8 
28,001

  
156,459

Current liabilities
  

Trade and other liabilities
      15
28,523

Loans and borrowings
 16 
6,064

  
34,587

  

Total liabilities
  
191,046

Net assets
  
174,878


Issued capital and reserves attributable to owners of the parent
  

Share capital
  
3,124

Share premium reserve
  
172,926

Foreign exchange reserve
  
1,432

Retained earnings
  
(2,604)

  
174,878

TOTAL EQUITY
  
174,878

Page 10

 
NLIGHTEN UK TOPCO LIMITED
REGISTERED NUMBER: 14348462

 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023


The financial statements on pages 9 to 45 were approved and authorised for issue by the board of directors and were signed on its behalf by:




H T R M Beusker
Director

Date: 5 September 2024

The notes on pages 17 to 45 form part of these financial statements.

Page 11

 
NLIGHTEN UK TOPCO LIMITED
REGISTERED NUMBER: 14348462

 
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023
Note
€000

Assets

Non-current assets
  

Investment in subsidiary undertakings
      26
175,980

  
175,980

Current assets
  

Trade and other receivables
      13
407

Cash and cash equivalents
      14
24

  
431

  

Total assets

  

176,411

Liabilities

Non-current liabilities
  

Current liabilities
  

Trade and other liabilities
  
426

  
426

  

Total liabilities
  
426

  

Net assets
  
175,985


Issued capital and reserves attributable to owners of the parent
  

Share capital
  
3,124

Share premium reserve
  
172,926

Retained earnings
  
(65)

TOTAL EQUITY
  
175,985

The Company's loss for the 16 month period was 65,000.

The financial statements on pages 9 to 45 were approved and authorised for issue by the board of directors and were signed on its behalf by:




H T R M Beusker
Director

Date: 5 September 2024

The notes on pages 17 to 45 form part of these financial statements.

Page 12

 
NLIGHTEN UK TOPCO LIMITED


 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023



Share capital
Share premium
Foreign exchange reserve
Retained earnings
Total attributable to equity holders of parent
Total equity


€000
€000
€000
€000
€000
€000

Comprehensive income for the 16 month period





Loss for the 16 month period
-
-
-
(2,604)
(2,604)
(2,604)

Other comprehensive income
-
-
1,432
-
1,432
1,432

Total comprehensive income for the 16 month period
-
-
1,432
(2,604)
(1,172)
(1,172)

Contributions by and distributions to owners







Issue of share capital
3,124
172,926
-
-
176,050
176,050

Total contributions by and distributions to owners
3,124
172,926
-
-
176,050
176,050

At 31 December 2023
3,124
172,926
1,432
(2,604)
174,878
174,878

The notes on pages 17 to 45 form part of these financial statements.

Page 13

 
NLIGHTEN UK TOPCO LIMITED


 
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023



Share capital
Share premium
Retained earnings
Total equity


€000
€000
€000
€000

Loss for the 16 month period
-
-
(65)
(65)

Total comprehensive loss for the 16 month period
-
-
(65)
(65)

Issue of share capital
3,124
172,926
-
176,050

Total contributions by and distributions to owners
3,124
172,926
-
176,050

At 31 December 2023
3,124
172,926
(65)
175,985

The notes on pages 17 to 45 form part of these financial statements.

Page 14

 
NLIGHTEN UK TOPCO LIMITED


 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023


16 month period ended 31 December 2023
Note
€000

Cash flows from operating activities
  

Loss for the 16 month period
  
(2,604)

Adjustments for
  

Depreciation of property, plant and equipment
 9 
2,680

Impairment of property, plant and equipment
 9 
700

Amortisation of intangible fixed assets
 10 
17

Negative goodwill credited to SOCI
 10 
(18,873)

Amortisation of right-of-use assets
  
1,179

Finance income
  
(295)

Finance expense
  
2,434

Income tax expense
 8 
559

  
(14,203)

Movements in working capital:
  

Increase in trade and other receivables
  
(2,100)

Increase in trade and other payables
  
1,740

Cash generated from operations
  
(14,563)

Income taxes paid
  
(207)

Net cash used in operating activities

  
(14,770)

Cash flows from investing activities
  

Acquisition of subsidiary, net of cash acquired
  
(91,733)

Investment project
  
(1,751)

Purchases of property, plant and equipment
  
(28,606)

Purchase of intangibles
 10 
(8,007)

Repayments by related parties
  
(7,405)

Net cash used in investing activities

  
(137,502)

Cash flows from financing activities
  

Issue of ordinary shares
  
176,050

Unrealised FX gains
  
(26)

Proceeds from bank borrowings
  
2,606

Repayment of bank borrowings
  
(12,049)

Payments of finance lease creditors
  
(1,628)

Interest received
  
295

Interest paid on lease liabilities
 7 
856

Interest paid on bank borrowings
  
(2,339)

Proceeds from shareholders
  
704

Net cash from financing activities
  
164,469

Net increase in cash and cash equivalents
  
12,197
Page 15

 
NLIGHTEN UK TOPCO LIMITED


 
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023









2023




€000


 
 
 
 
 
Cash acquired through business combinations
  
1,425

Exchange loss on cash and cash equivalents
  
(40)

Cash and cash equivalents at the end of the 16 month period
  
13,582

Page 16

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies


1.1

Basis of preparation

The consolidated financial statements of nLighten UK Topco Limited and its subsidiaries as listed in note 26 (The Group) for the period ended 31 December 2023 were authorised for issue in accordance with a resolution of the directors on 6 September 2024. The first financial year of the Company started on 9 September 2022 and ended December 31, 2023. Thereafter, each financial year starts on 1 January and ends on 31 December.
nLighten UK Topco Limited (the ‘Company’) is a private company limited by shares and is incorporated, domiciled and registered in England and Wales (Registered number: 14348462).The company was incorporated on 9 September 2022. The nature of the Company’s operations is set out in the Strategic Report. Its registration address is 6 Chesterfield Gardens, Mayfair, London, England, W1J 5BQ. 
The financial statements have been prepared on a going concern basis and in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (IASB) and effective at the time of preparing these financial statements.
The consolidated financial statements are prepared under the historical cost convention. The financial statements are prepared in Euros (€) and are rounded to the nearest thousand euros (€000) unless otherwise stated. The Group's functional currency is Euros.
The Group has prepared the financial statements on the basis that it will continue to operate as a going concern.
The individual financial statements of nLighten UK Topco Limited have been prepared in accordance with FRS 101.


1.2

Statement of compliance with Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101 ).

The Company meets the definition of a qualifying entity under FRS 100 Application of Financial Reporting Requirements issued by the FRC. Accordingly, these financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. The Company has taken advantage of the following disclosure exemptions under FRS 101:
•       the requirements of IFRS 7 Financial Instruments: Disclosures
•       the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
•       the requirements of IAS 7 Statement of Cash Flows
•       the requirements of paragraph 17 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
•       the requirements in IAS 24, 'Related party disclosures' (key management compensation)
•       the requirements of paragraphs 134-136 of IAS 1 Presentation of Financial Statements for capital management disclosures
•       the requirements of paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS
        15 'Revenue from Contracts with Customers'.
•       the effect of future accounting standards not adopted
•       presentation of comparative recognition of the number of shares outstanding at the beginning and end of the year


1.3

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2023.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquirer's identifiable assets and liabilities are initially recognised at their fair values as the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained.
All inter-company transactions, balances, income and expenses are eliminated in full on consolidation.
The difference between the fair value of consideration paid or received and the movement in non­controlling interest for such transactions, is recognised in the equity attributable to the owners of the parent.


1.4

New and revised IFRSs

At the date of authorisation of these financial statements, the Group and Company has not applied the following new and revised IFRS's that have been issued but are not yet effective and have not yet been adopted by the UK:
 
IAS 1 (amendments) - classification of Liabilities as Current or Non-current 
IFRS 16 (amendments) - Lease Liability in a sale and leaseback.
The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group or Company in future periods.

Page 17

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.5

Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future. The directors have made this assessment for a period of at least one year from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements. 

  
1.6

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:
deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;
liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and
assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

Page 18

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.7

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 1.6) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.


1.8

Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non­ current classification. An asset is current when it is:
• Expected to be realised or intended to be sold or consumed in the normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period.
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after  
               the reporting period. 
All other assets are classified as non-current. A liability is current when:
• It is expected to be settled in the normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period. Or,
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.


1.9

Revenue

The Group generates revenue from the of supply of data centre services. These services have separate performance obligations.
Revenue from contracts with customers is recognised when control of the services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue represents the total amount receivable for the sales of goods and services, excluding sales taxes, sold in the ordinary course of business. The Group does not operate a sale or return policy, discounts nor variable consideration.
A trade receivable is recognised where the receipt of consideration is calculated and received in the period following the supply.
Trade and other receivables are initially measured at fair value and subsequently measured at amortised cost less any provision for impairment. A provision for impairment is established when based on an expected loss model.

Page 19

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.10

Foreign currency

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;
exchange differences on transactions entered into in order to hedge certain foreign currency risks (see  for hedging accounting policies); and
exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.

For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into Euros using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

 
1.11

Taxation


(i) Current tax

The tax currently payable is based on taxable profit for the 16 month period. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated Statement of Comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Page 20

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.11
Taxation (continued)


(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. The directors of the Group reviewed the Group's investment property portfolios and concluded that none of the Group's investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted. As a result, the Group has not recognised any deferred taxes on changes in fair value of the investment properties as the Group is not subject to any income taxes on the fair value changes of the investment properties on disposal.


(iii) Current and deferred tax for the 16 month period

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Page 21

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.12

Property, plant and equipment

Property, plant and equipment under the cost model are measured at historic cost less accumulated depreciation and impairment losses. Historic 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.
Plant and equipment is stated at cost and depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
Freehold property - 50 years
Plant and machinery - 10 years
Fixtures and fittings - 5 years
Computer equipment - 3 years
Other property, plant and equipment - 5 years
The Group reviews the estimated residual values and expected useful lives of assets at least annually.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Freehold property acquired through business combinations are included at the revalued amounts as at acquisition date and assessed for imapirment at each reporting date.


1.13

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
Property: 20-50 years
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments relating to future sales are excluded.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

 
1.14

Intangible assets


Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Patents
10 years
Licences
Length of lease
Computer software
3 years

Page 22

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.15

Investments in subsidiary undertakings

Investment in a subsidiary undertaking is stated at cost, less any repayment of capital and provision for impairment in value (see 1.17).

 
1.16

Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.


1.17

Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or CGU's fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.
Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
 

Page 23

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.18

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are measured at amortised cost initially . Trade receivables are initially recognised when they originate. All other financial assets are initially recognised when the Group becomes party to the contractual provisions of the instrument.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
Subsequent measurement
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
The Group's financial assets at amortised cost includes trade receivables and other non-current receivables.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.
This category includes derivative instruments and listed equity investments which the Group had not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are recognised as other income in the statement of profit or loss when the right of payment has been established.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Group's financial liabilities include trade and other payables.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost (loans and borrowings)
Financial liabilities at amortised cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Page 24

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

1.Accounting policies (continued)



1.19

Cash and cash equivalents

Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Group's cash management.


1.20

Provisions

A provision is recognised in the Balance Sheet when the Company has a constructive or legal obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. Where relevant, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.


1.21

Share capital

Ordinary shares are classified as equity.


2.


Significant accounting judgements and estimates

The Group’s significant accounting policies are stated in note 1 above. Not all of these significant accounting policies require management to make difficult, subjective or complex judgements or estimates. The following is intended to provide an understanding of the policies that management consider critical because of the level of complexity, judgement or estimation involved in their application and their impact on the financial statements. These judgements involve assumptions or estimates in respect of future events . Actual results may differ from these estimates. 

Page 25

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023
2.1 Judgements and assumptions

Business combinations

Management uses valuation techniques when determining the fair value of certain assets and liabilities acquired in a business combination. Assets acquired and liabilities assumed are measured at fair value on the date of acquisition. The fair value of the tangible and intangible fixed assets is based on a discounted cashflow. In assessing fair value, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Goodwill comprises the value of intangible assets that do not meet the criteria for recognition under IAS 38. Where negative goodwill arises from a business combination, this is immediately recognised in the profit or loss as other operating income.
The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities. 

Determining the lease term of contracts with renewal and termination options - Group as lessee

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g. construction of significant leasehold improvements or significant customisation to the leased asset).


2.2 Estimates and assumptions

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Impairment of non-financial assets

In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit ("CGU") based on expected future cashflows. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.

Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

Leases - Estimating the incremental borrowing rate

The Group has applied judgement when determining whether leases have similar characteristics to apply a single discount rate to a portfolio of leases.
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR requires estimation when no observable rates are available, such as for subsidiaries that do not enter into financing transactions, or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs, such as market interest rates, when available and is required to make certain entity-specific estimates, such as the entity's stand-alone credit rating.

Revaluation of property, plant and equipment and investment properties

The Group carries its properties at fair value using a valuation methodology based on comparable market data. The properties were valued by reference to transactions involving properties of a similar nature, location and condition. The Group engaged an independent valuation specialist to assess fair values during the year ended 31 December 2023.

Page 26

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

3.


Revenue


The following is an analysis of the Group's revenue for the 16 month period from continuing operations:


16 month period ended
31 December
2023
€000

Type of goods and services

Infrastructure and data services income
18,170

18,170


Analysis of revenue by country of destination:

16 month period ended
31 December
2023
€000


United Kingdom
8,768

Rest of Europe
9,402

18,170

Timing of revenue recognition:

16 month period ended 31 December 2023
€000

Goods and services transferred over time
18,170

18,170

Revenue from contracts with customers is recognised on the timing of transfer of goods or services to customers. The performance obligation is satisfied at a point in time, when the transport and storage services are provided.


4.


Auditors' remuneration

During the 16 month period, the Group obtained the following services from the Company's auditors:


16 month period ended
31 December
2023
€000

Fees payable to the Group and subsidiary company auditors for the audit of the consolidated Group and subsidiary company financial statements
237


The parent company paid €89,000 for the audit of its financial statements.




Page 27

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

5.


Employee benefit expenses

Group


16 month period ended
31 December
2023
€000

Employee benefit expenses (including directors) comprise:

Wages and salaries
7,065

Defined contribution pension cost
109

Social security contributions and similar taxes
823

7,997

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company listed on page 1, and the Financial Controller of the Company.
Key management remuneration was paid by subsidiary undertakings. 


16 month period ended
31 December
2023
€000


Salary
1,648

Defined contribution scheme costs
23

1,671

The monthly average number of persons, including the directors, employed by the Group during the 16 month period was as follows:


16 month period ended
31 December
2023
No.

Directors
2

Management
6

Employees
115

123

In respect of the Directors of nLighten UK Topco Limited, there was no renumeration paid to directors or staff from the Company. 

Page 28

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

6.


Operating profit

Operating profit is stated after charging/(crediting):


16 month period ended 31 December 2023
€000



Depreciation of tangible assets
2,680

Amortisation of intangible assets
17

Negative goodwill recognised on acquisition recognised in the Statement of Comprehensive income
(18,873)

(16,176)


7.


Finance income and expense

Recognised in profit or loss


16 month period ended
31 December
2023
€000
Finance income

Interest on:
- Bank deposits
293


Total finance income

293

Finance expense

Bank interest payable
34

Loan interest payable
3,231

Other finance expenses
57

Total finance expense
3,322


Net finance expense recognised in profit or loss
(3,029)






Page 29

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

8.


Tax expense

8.1 Income tax recognised in profit or loss



16 month period ended
31 December
2023
€000

Current tax

Current tax on profits for the 16 month period
115

Total current tax
115


Deferred tax expense

Origination and reversal of timing differences
301

Total deferred tax
301


416


Total tax expense

Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
416

416

The reasons for the difference between the actual tax charge for the 16 month period and the standard rate of corporation tax in the United Kingdom applied to losses for the 16 month period are as follows:


16 month period ended
31 December
2023
€000


Loss for the 16 month period
(2,604)

Income tax expense (including income tax on associate, joint venture and discontinued operations)
416

(Loss)/profit before income taxes
(2,188)


Tax using the Company's domestic tax rate of 22.54% (2022:%)
(493)

Variance in overseas rates
472

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,375

Income not taxable
(4,603)

Deferred tax recognised
301

Fixed asset differences
18

Deferred tax losses not recognised
949

Foreign tax
1,137

Other timing differences
260

Total tax expense
416

Page 30

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

8..


Tax expense (continued)

Deferred tax
Reconciliation of deferred tax assets/(liabilities), net:


2023
€000



Deferred tax arising on business combinations
27,700

Current year movement recognised in income statement
301

28,001

Current year movement in the amount of €301,000 relates to an IFRS15 adjustment for revenue recognition in the amount of €1,105,000 which resulted in the addition to the deferred tax liability as per year-end.
The group has unused tax losses amounting to €949,000 for which no deferred tax asset has been included in the financial statements.

Page 31

 


 
NLIGHTEN UK TOPCO LIMITED


 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

9.


Property, plant and equipment


Group





Freehold property
Plant and machinery
Fixtures and fittings
Office equipment
Computer equipment
Other property, plant and equipment
Total

€000
€000
€000
€000
€000
€000
€000



Cost or valuation









Additions
1,455
26,607
30
8
430
76
28,606


Acquired through business combinations
208,297
7,793
272
67
557
13
216,999


Disposals
(110)
-
-
-
-
-
(110)


Re-classified to non-current assets held for sale
(3,508)
-
-
-
-
-
(3,508)



At 31 December 2023
206,134
34,400
302
75
987
89
241,987


Freehold property
Plant and machinery
Fixtures and fittings
Office equipment
Computer equipment
Other property, plant and equipment
Total

€000
€000
€000
€000
€000
€000
€000



Accumulated depreciation and impairment









Charge owned for the 16 month period
1,295
1,226
60
7
139
(47)
2,680


Impairment charge
698
-
-
-
-
-
698



At 31 December 2023
1,993
1,226
60
7
139
(47)
3,378



Net book value


At 31 December 2023
204,141
33,174
242
68
848
136
238,609

The assets of Proximity Data Centres Ltd and subsidiaries totalling €166,880,000 have been pledged as security under the obligations of the facility agreement.
The assets of Euclyde Data Centers SAS and its subsidiaries totalling €17,279,000 have been pledged as security under the obligations under the relevant loan agreements.

Page 32

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

10.


Intangible assets

Group





Patents
Licences
Computer software
Total

€000
€000
€000
€000



Cost






Additions - external
41
7,583
416
8,040



At 31 December 2023
41
7,583
416
8,040


Patents
Licences
Computer software
Total

€000
€000
€000
€000



Accumulated amortisation and impairment






Charge for the 16 month period - owned
6
-
13
19


At 31 December 2023
6
-
13
19



Net book value


At 31 December 2023
35
7,583
403
8,021

Impairment
The Group performed an annual impairment test and considers that there were no indicators of impairment as at the balance sheet date.


11.


Assets held for sale

2023
€000



Assets held for sale
3,508

Total assets held for sale
3,508

In November 2023, the Group's management commenced the process of selling its data center in Bridgend, United Kingdom. As a result the asset was impaired down to €3,508,000 in the expectation that it would be sold within the next 12 months. As at the date of this report, the asset is yet to be sold.


12.


Goodwill

2023
€000



Additions
62,369

Total goodwill
62,369



Page 33

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023






13.


Trade and other receivables

2023
€000

Group


Trade receivables
5,214

Prepayments
1,968

Other receivables
5,289

Social security and other taxes
5,277

Total current trade and other receivables
17,748



Non-current other receivables
1,827

Total trade and other receivables
19,575

Non-current other receivables are prospective costs in relation to future acquisitions. Such costs are carried on the Statement of Financial position until either an acquisition occurs or such costs are no longer deemed to have any future economic benefit.

2023
€000

Company


Amounts due from group undertakings
407

Total trade and other receivables
407

Amounts due from group undertakings are interest free and repayable on demand.


14.


Cash and cash equivalents

2023
€000

Group


Cash and cash equivalents
13,582

Total cash and cash equivalents
13,582

2023
€000

Company


Cash and cash equivalents
24

Total cash and cash equivalents
24

Page 34

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

15.


Trade and other payables

2023
€000

Group


Trade payables
18,460

Social security and other taxes
279

Accruals and provisions
7,519

Other payables
2,265

Total trade and other payables
28,523

2023
€000

Company


Accruals and provisions
13

Amounts due to group undertakings
413

426

Page 35

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

16.


Loans and borrowings


Group

2023
€000

Non-current

Bank loans - secured
108,536

Lease liabilities
19,922

128,458

Current

Bank loans - secured
3,667

Lease liabilities
2,397

6,064

Total loans and borrowings
134,522

Bank borrowings

The Group has borrowing facilities at 31 December, as follows:






2023


Non-interest bearing
Fixed rate
Total


        €000
        €000
        €000
Loan notes €2,428,775 2028



2,429

-

2,429

Bank loan €92,096,641 7.5% 2026



-

92,097

92,097

Bank loans €17,676,526 1.26%-4.03% 2024-2036



-

17,677

17,677




2,429
109,774
112,203

Proximity Data Centres Ltd and subsidiaries have a facility agreement in place with ICG-Longbow Investment No 5 Sarl for a total amount of €92,097,000. The assets of Proximity Data Centres Ltd and subsidiaries have been pledged as security under the obligations of the facility agreement.
Euclyde Data Centers SAS and its subsidiaries have various third-party loans in place in the aggregate amount of €17,677,000. For a majority of these loans in the amount of €17,279,000, assets have been pledged as security under the obligations under the relevant loan agreements.


17.


Obligations under finance lease

2023
€000

Right of use asset


Additions
21,330

At 31 December 2023
21,330

Depreciation


Depreciation
(1,069)

At 31 December 2023
(1,069)

Carrying amount as at 31 December 2023
20,261

Page 36

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

17.


Obligations under finance lease (continued)

Future minimum lease payments for:


2023
€000



Not later than one year
2,052

Later than one year but not more than five years
8,086

More than five years
17,559

27,697


Future finance charges on finance leases
(5,378)

Present value of head lease liabilities
22,319

The present value of minimum lease payments is analysed as follows:


2023
€000



Not later than one year
2,397

Later than one year but not more than five years
8,097

More than five years
11,825

22,319

The amount of depreciation incurred in all right of use assets was €1,069,000.
The amount of finance expense incurred in all right of use assets was €1,185,000.


18.


Financial instruments risk management policies

Credit risk
Credit risk primarily arises from credit exposures to customers.
The directors consider the credit risk low following review of historic data and have an expected loss rate of below 1%
. On the basis this is not material, the receivables have not been adjusted to reflect this impairment.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. In order to manage liquidity risk, each Business Unit prepares short-term and medium-term cash flow forecasts. These forecasts are consolidated and reviewed centrally to ensure the Group has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions.
Interest rate risk
The Group's interest rate risk arises from long-term fixed-rate borrowing. The bank loans contain fixed rates, therefore the Group is not exposed to material cash flow interest rate risk. The Group enters into long­ term borrowings at fixed rates where possible.
The Group's borrowings and receivables are carried at amortised cost.

Page 37

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

18.


Financial instruments risk management policies (continued)

The exposure of the Group's borrowings to interest rate changes at the end of the year are as follows


2023
€000



Borrowings
(128,458)

Cash and cash equivalents
13,582

(114,876)

Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro and UK pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities.
Management has set up a policy to require Group companies to manage their foreign exchange risk against their functional currency, if material. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity's functional currency


2023
€000

Exposure to foreign currency risk at the period end


Trade receivables
1,799

Other receivables
4,678

Cash and cash equivalents
4,936

Trade payables
(2,457)

Other payables
(8,567)

Borrowings
(90,767)

(90,378)

Market risk
Market risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rates, will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The Group manages foreign currency risk as detailed above. The Group does not currently enter into any interest rate swaps or other derivative financial instruments to mitigate the risk of rising interest rates.
Capital risk management
The Group's objectives when managing capital are to safeguard the Group and Company's ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure. Capital structure within the Group is monitored by reference to the gearing ratio calculated as net debt divided by total capital. Net debt is calculated as borrowings and trade and other payables less cash and cash equivalents. Total capital is calculated as equity (as shown in the Statement of Financial Position) plus net debt.
The Group is not subject to any externally imposed capital requirements.

Page 38

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

19.


Share capital

2023
2023
€000
Number issued and authorised

Group and Company


A Ordinary shares of €0.01 each
1,686
168,550,338

B Ordinary shares of €0.2 each
1,435
7,176,000

C Ordinary shares of €0.01 each
3
324,000

Golden share of €0.01 each
-
1

3,124
176,050,339

Aside from C ordinary shares that hold no voting rights, all other share classes rank parri passu. There is no difference in voting rights, rights to dividends and rights on the winding up of the Company for each share class. All issued shares have been fully paid up.


20.


Reserves


Share premium

The share premium account represents consideration received for shares issued in excess of their nominal amount.

Foreign exchange reserve

The foreign exchange reserves are accumulated foreign exchange gains and losses from the translation of foreign subsidiaries into Euros.

Retained earnings

The retained earnings are the Group's accumulated retained profits or losses as at the period end.


21.


Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

The Group's German subsidiary, nLighten Deutschland GmbH had loan notes issued to it by EXA Infrastructure Germany GmbH, a subsidiary company of the Group's ultimate parent company, I Squared Capital Advisors (US) LLC of €2,429,000. This amount remains outstanding as at 31 December 2023..
The Company incurred costs of €402,000 on behalf of nLighten UK Ltd, a subsidiary of nLighten UK Topco Limited. The amount remains outstanding as at 31 December 2023.
The Company incurred costs of €5,000 on behalf of nLighten UK Midco Ltd, a subsidiary of nLighten UK Topco Limited. The amount remains outstanding as at 31 December 2023.
nLighten HQ BV, a subsidiary of nLighten UK Topco Limited, incurred costs of €407,000 on behalf of nLighten UK Topco Limited.  The amount remains outstanding as at 31 December 2023.

Page 39

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

22.


Events after the reporting period

On 8 February 2024, the Company issued 11,852,214 A ordinary shares for €1, of which €118,552.14 was share capital and €11,733,691.86 being share premium.
On 22 February 2024, the Company issued 5,647,786 A ordinary shares for €1, of which €56,447.86 was share capital and €5,591,308.14 being share premium.
On 20 March 2024, the Company issued 56,542,056 A ordinary shares for €1.07, of which €565,420.56 was share capital and €59,934,579.44 being share premium.
On 24 June 2024 - the Company issued 31,896,551 A ordinary shares for €1.16, of which €318,965.51 was share capital and €36,681,033.65 being share premium.
Effective 1 April 2024, the Group acquired 7 data center companies for the aggregate purchase price of €18.7M. These data centers are in Belgium, Netherlands, UK, Switzerland, Spain and France.


23.


Parent and ultimate controlling partying party

The company is under the control of nLighten Holdings LLC by virtue of its majority shareholding in the company. I Squared Capital Advisors (US) LLC is the ultimate parent company. Both companies are registered in the United States.


24.


Business combinations

nLighten HQ BV
On 1 September 2022, the Group acquired 100% of the share capital of nLighten HQ BV for total cash consideration of €7,500,000. The goodwill arising on acquisition is attributable to the skills and expertise of management in building large data
centre infrastructure projects.The acquisition is representative of the Group's business plan to establish nLighten as a leader in regional Edge data centre market.


2023
€000

Fair value at acquisition
 
Assets


Cash and cash equivalents
345

Total identifiable net assets at fair value
345



Goodwill arising on acquisition
7,155

Purchase consideration transferred
7,500

In acquiring nLighten HQ BV, the Group incurred acquisition costs of €2,760,000.

Page 40

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

24.


Business combinations (continued)

Euclyde Data Centers SAS
On 31 May 2023, the Group acquired 100% of the share capital of Euclyde Data Centers SAS for total cash consideration of €64,401,000. The goodwill arising on acquisition is attributable to the skills and expertise of management in setting up data centre
networks accross France. The acquisition is representative of the Group's business plan to establish nLighten as a leader in regional Edge data centre market.


2023
€000

Fair value at acquisition
 
Assets


Property, plant and equipment
50,039

Right-of-use assets
2,397

Trade and other receivables
816

Total assets
53,252

Liabilities


Trade and other payables
(4,425)

Bank loan
(21,238)

Lease liabilities
(1,609)

Deferred tax liability
(6,149)

Total identifiable net assets at fair value
19,831


Goodwill on acquisition
44,570

Purchase consideration transferred
64,401

In acquiring Euclyde Data Centers SAS, the Group incurred acquisition costs of €945,000.

Page 41

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

24.


Business combinations (continued)

Edge Data Centres Holdings Limited
On 1 September 2023, the Group acquired 100% of the share capital of Edge Data Centres Holdings Limited for total cash consideration of €17,912,000 and contingent consideration of €1,074,000, totalling €18,986,000. The contingent consideration is contingent upon conclusion of the fiscal treatment of certain historical interest expenditure. The goodwill arising on acquisition is attributable to the skills and expertise of management in building large data centre infrastructure project. The acquisition is representative of the Group's business plan to establish nLighten as a leader in regional Edge data centre market.


2023
€000

Fair value at acquisition
 
Assets


Property, plant and equipment
165,868

Goodwill
10,644

Trade and other receivables
13,213

Cash
1,175

Total assets
190,900

Liabilities


Trade and other payables
(28,729)

Bank loan
(102,059)

Deferred tax liability
(22,041)

Total identifiable net assets at fair value
38,071



FX impact of conversion from GBP to EUR
(212)

Negative goodwill recognised on acquisition
(18,873)

Purchase consideration transferred
18,986

In acquiring nLighten UK Limited, the Group incurred acquisition costs of €3,955,000.

Page 42

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

24.


Business combinations (continued)

nLighten BV Nederlands
On 14 November 2023, the Group acquired 100% of the share capital of nLighten Nederlands BV  for total consideration of €1,136,000. The acquisition is representative of the Group's business plan to establish nLighten as a leader in regional Edge data centre market.


2023
€000

Fair value at acquisition
 
Assets


Property, plant and equipment
1,031

Right-of-use assets
2,236

Trade and other receivables
165

Total assets
3,432

Liabilities


Trade and other payables
(60)

Lease liabilities
(2,236)

Total identifiable net assets at fair value
1,136


Goodwill on acquisition
-

Purchase consideration transferred
1,136

In acquiring nLighten BV Nederland, the Group incurred acquisition costs of €401,000

Due to the extended 16-month financial period of the Company, it has been determined that it is impracticable to present the revenue and profit or loss of the acquisitions for the period from beginning of the Company's financial period to date of acquisition. The extended reporting period, coupled with differences in accounting policies and practices of the acquisitions, has made it unfeasible to provide accurate and reliable financial information without undue cost or effort.
The amount of revenue and profit or loss of each acquiree since the acquisition date, included in the consolidated statement of comprehensive income for the reporting period is reported below:


2023
2023
€000
Revenue
€000
Profit/(Loss)



nLighten HQ BV
5,755
(1,434)

Euclyde Data Centers SAS
6,009
(595)

Edge Data Centers Holdings Ltd
10,144
12,254

nLighten Nederland BV
389
(65)

22,297
10,160

Page 43

 
NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

25.


Capital Commitments

Proximity Data Centres Limited and its subsidiaires is required to incur certain capital expenditure in respect of certain data centers within the United Kingdom as part of its financing arrangements. The capital expenditure thresholds are as such:
By 20 October 2024: €5,671,100 (£5,000,000)
By 20 April 2025:  €11,534,200 (£10,000,000)
By 20 October 2025: €17,301,300 (£15,000,000)
As at 31 December 2023, the Group has spent €621,693 (£539,000)


26.


Investments in subsidiary companies

2023
€000



Additions
175,980

Total investments in subsidiary undertakings
175,980

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NLIGHTEN UK TOPCO LIMITED
 

 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 16 MONTH PERIOD ENDED 31 DECEMBER 2023

26.


Investments in subsidiary companies (continued)

Details of the Group's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary

Principal activity
Place of incorporation and operation
Proportion of ownership interest and voting power held by the Group (%)



2023







1nLighten UK MidCo Limited

Holding company

United Kingdom
 
100

2nLighten UK MidCo II Limited

Holding company

United Kingdom
 
100

3nLighten UK BidCo Limited

Holding company

United Kingdom
 
100

4nLighten HQ BV

Management

United Kingdom
 
100

5nLighten Deutschland GmbH

Data center operations

Germany
 
100

6nLighten Nederland BV

Data center operations

Netherlands
 
100

7nLighten Switzerland GmbH

Data center operations

Switzerland
 
100

8nLighten Ireland Ltd

Dormant

Ireland
 
100

9Euclyde Data Centers SAS

Data center operations

France
 
100

10nLighten UK Ltd

Holding company

United Kingdom
 
100

11Proximity Data Centres Limited

Data center operations

United Kingdom
 
100

12Proximity Data Centres Operations Limited

Data center operations

United Kingdom
 
100

13Technical Real Estate Normanton Limited

Data center operations

United Kingdom
 
100

14Proximity Data Centres (Wakefield) Limited

Data center operations

United Kingdom
 
100

15Proximity Data Centres (Nottingham) Limited

Data center operations

United Kingdom
 
100

16Proximity Data Centres (Bridgend) Limited

Data center operations

United Kingdom
 
100

17Sentrum (Rugby) Limited

Data center operations

United Kingdom
 
100

18Proximity Data Centres (Chester) Limited

Data center operations

United Kingdom
 
100

19Proximity Data Centres (Liverpool) Limited

Data centre operations

United Kingdom
 
100

20Proximity Data Centres (Swindon) Limited
 
21) Proximity Data Centres (Birmingham) Limited
 
22) Proximity Data Centres (Bristol) Limited
 
23) Nuco Technologies Limited 
 
24) Proximity Data Centres (MK) Limited
 
25) Edge Data Centres Holdings Limited
 
26) nLighten Propco Limited
 
27) Euclyde 25 SAS
 
28) Euclyde 69 SAS
 
29) Euclyde IDF SAS
 
30) Euclyde Alsace SAS
 
31) Data Host Sarl (Lux)

Data center operations
 
Data center operations
 
Data center operations
 
Data center operations
 
Data center operations
 
Data center operations
 
Data center operations
 
Data center operations
 
Data center operations
 
Data center operations
 
Data center operations
 
Data center operations

United Kingdom
 
United Kingdom
 
United Kingdom
 
United Kingdom
 
United Kingdom
 
United Kingdom
 
United Kingdom
 
France
 
France
 
France
 
France
 
France
 
 100                                       
                    100
                    100
                    100
                    100
                    100
                    100
                    100
                    100
                    100
 
                    100
                    100



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