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Registration number: 07662852

Volta Data Centres Limited

Annual Directors' Report and Audited Financial Statements

for the Year Ended 31 December 2023

 

Volta Data Centres Limited

Contents

Company Information

1

Directors' Report

2 to 3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 8

Income Statement

9

Statement of Comprehensive Income

10

Statement of Financial Position

11 to 12

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Financial Statements

15 to 50

 

Volta Data Centres Limited

Company Information

Company number

07662852

Directors

Dominic Simon Rupert Ward

Kate Eleanor Maria Hennessy

Registered office

36-43 Great Sutton Street
London
EC1V 0AB

Bankers

Bank of America N.A
2 King Edward Street
London
EC1A 1HQ

Accountant

Charter Tax Consulting Limited
8th Floor
1 Southampton Street
London
WC2R 0LR

Auditor

Grant Thornton Limited
Kensington Chambers
46/50 Kensington Place
St Helier
Jersey
JE1 1ET

Company secretary changes

Hanway Advisory Limited resigned as company secretary on 29 March 2023. There is currently no company secretary.

 

Volta Data Centres Limited

Directors' Report for the Year Ended 31 December 2023

The Directors present their annual report and the audited financial statements for the year ended 31 December 2023.

Directors of the Company

The Directors, who held office during the year, were as follows:

Dominic Simon Rupert Ward

Arnaud Jaguin (appointed 1 January 2023 and ceased 14 March 2024)

Brian Fitzpatrick (appointed 1 January 2023 and ceased 14 March 2024)

Stephen Andrews (appointed 1 January 2023 and ceased 14 March 2024)

The following Director was appointed after the year end:

Kate Eleanor Maria Hennessy (appointed 14 March 2024)

Volta Data Centres Limited (the "Company") is a private company limited by shares incorporated in England and Wales on 8 June 2011 under the provisions of the Companies Act 2006 with registered number 07662852.

GAData Holdings Ltd (the "Parent Company") is a company incorporated in Jersey that owns 100% of the Company and is therefore its parent.

Principal activity

The principal activity of the Company is the operation of a data centre.

Dividends
The Directors did not propose a dividend in respect of the reporting period (2022 - £Nil).

Going concern

The Company has continued its focus on improving revenue generation, resulting in a 40% increase in revenue year on year. Energy costs remained high for the first quarter of 2023, which had an adverse impact on profitability during that period. The Company has already taken steps to mitigate the impact of future rises and it continues to monitor the situation and adjust its approach accordingly.

As shown in the Income Statement, Statement of Comprehensive Income and Statement of Changes in Equity, the Company has reported operating losses for the current year and in prior years. As a result of the accumulated losses the Company is in a negative equity financial position. The Directors consider that the renewed focus on sales generation and profitability that the Company is laying the foundations for future profitability, which is seen reflected in the decreased operating loss for the year, when compared with 2022 (a 98% decrease in operating loss). The Company is also in a net current liability position as at the year end, which is driven by the intercompany loan with Digital 9 Holdco Limited. This loan was repaid post year end and replaced following the acquisition, as detailed below. The Company’s projected positive cash flow will cover the remaining capital commitments as they fall due in 2024 (note 24).

 

Volta Data Centres Limited

Directors' Report for the Year Ended 31 December 2023

On 14 March 2024, D9 DC OpCo 1 Limited, the parent company of GAData Holdings Limited (the immediate Parent Company of Volta Data Centres Limited) was acquired by Jules I Limited. Jules I Limited, a company registered in England and Wales, is a majority owned subsidiary of Jules III SCA, an S.P.V. 100% owned by Ardian Infrastructure Fund VI S.C.S. and Ardian Infrastructure Fund VI B S.C.S..

On acquisition, Jules I Limited put in place a new loan facility, replacing the loan previously held by Digital 9 Holdco Limited. Jules I Limited and D9 DC OpCo 1 Limited (together the “Lenders”) have confirmed that they will not require repayment of the loans or accrued interest until the Company is in a position to do so. On 19 June 2023, the loans from GAData Holdings Limited and GSS Prop Co Limited were amended to extend the repayment date to 31 October 2032.For these reasons, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Disclosure of information to the auditor

Each Director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Grant Thornton Limited has indicated their willingness to continue in office. A resolution to reappoint Grant Thornton Limited as auditor will be proposed at the annual general meeting.

Small companies provision statement

This report has been prepared in accordance with the small companies regime under the Companies Act 2006. The Company has taken advantage of the small company exemptions in preparing a Strategic Report.

Approved and authorised for issue by the Board on 19 September 2024 and signed on its behalf by:

Dominic Simon Rupert Ward
Director

   
     
 

Volta Data Centres Limited

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Volta Data Centres Limited

Independent Auditor's Report to the Members of Volta Data Centres Limited

Opinion

We have audited the financial statements of Volta Data Centres Limited (the 'Company') for the year ended 31 December 2023, which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows 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 IFRS Accounting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;

are in accordance with IFRSs as adopted by United Kingdom; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor’s responsibilities for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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
We are responsible for concluding on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern.

In our evaluation of the Directors’ conclusions, we considered the inherent risks associated with the Company’s business model including effects arising from macro-economic uncertainties, we assessed and challenged the reasonableness of estimates made by the Directors and the related disclosures and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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.

The responsibilities of the Directors with respect to going concern are described in the ‘Responsibilities of directors for the financial statements’ section of this report.

 

Volta Data Centres Limited

Independent Auditor's Report to the Members of Volta Data Centres Limited

Other information

The Directors are responsible for the other information. The other information comprises the information included in the “Directors’ Report and Financial Statements” and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Directors’ Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors’ remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

 

Volta Data Centres Limited

Independent Auditor's Report to the Members of Volta Data Centres Limited

Auditor 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates. We determined that the following laws and regulations were most significant: IFRSs as adopted by the UK, the Companies Act 2006 and relevant tax compliance regulations in the UK.

We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to the management. We corroborated our inquiries through our review of board minutes and review of tax computations.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by evaluating management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls.

Audit procedures performed by the engagement team included:

 

identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; and

 

challenging assumptions and judgements made by management in its significant accounting estimates; and

 

identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and

 

assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.

We assessed the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team’s:

 

understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation; and

 

knowledge of industry in which the client operates; and

 

understanding of the legal and regulatory requirements specific to the company.

 

Volta Data Centres Limited

Independent Auditor's Report to the Members of Volta Data Centres Limited

We did not identify any matters relating to non-compliance with laws and regulations or relating to fraud; and

We obtained an understanding of:

 

the entity’s operation, including the nature of its revenue sources, products and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement.

 

the applicable statutory provisions.

 

the entity’s control environment including the adequacy of procedures for authorisation of transactions.

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.





Jason Lees-Baker
Senior Statutory Auditor
For and on behalf of Grant Thornton Limited
Statutory Auditor, Chartered Accountants
St Helier
Jersey

23 September 2024

 

Volta Data Centres Limited

Income Statement for the Year Ended 31 December 2023

Note

2023
£

(As restated)

2022
£

Revenue

4

12,576,959

8,964,084

Cost of sales

5

(7,916,563)

(8,042,500)

Gross profit

 

4,660,396

921,584

Administrative expenses

6

(4,715,579)

(3,751,367)

Operating loss

 

(55,183)

(2,829,783)

Other income

7

61,741

26,018

Other expenses

8

(633,569)

(261,192)

Finance income

9

3,534,985

8,701

Finance costs

9

(8,361,149)

(8,926,162)

Loss before tax

 

(5,453,175)

(11,982,418)

Loss for the year

 

(5,453,175)

(11,982,418)

The above results were derived from continuing operations.

 

Volta Data Centres Limited

Statement of Comprehensive Income for the Year Ended 31 December 2023

2023
£

(As restated)

2022
£

Loss for the year

(5,453,175)

(11,982,418)

Total comprehensive income for the year

(5,453,175)

(11,982,418)

 

Volta Data Centres Limited

(Registration number: 07662852)
Statement of Financial Position as at 31 December 2023

Note

31 December
2023
£

31 December
2022
£

Assets

Non-current assets

 

Property, plant and equipment

13

5,604,347

2,321,403

Right of use assets

14

33,181,999

18,175,643

Intangible assets

15

58,012

43,143

Contract assets

4

436,775

-

 

39,281,133

20,540,189

Current assets

 

Trade and other receivables

16

3,965,746

2,183,505

Cash and cash equivalents

17

2,887,598

2,390,658

Contract assets

4

77,735

314,751

 

6,931,079

4,888,914

Total assets

 

46,212,212

25,429,103

Equity and liabilities

Equity

 

Share capital

18

(1)

(1)

Capital contribution

 

(57,505,996)

(31,525,326)

Retained earnings

 

87,672,911

82,219,736

Total equity

 

30,166,914

50,694,409

Non-current liabilities

 

Loans and borrowings

19

(24,335,699)

-

Lease liabilities

20

(36,818,848)

(21,462,690)

 

(61,154,547)

(21,462,690)

Current liabilities

 

Trade and other payables

22

(3,044,883)

(2,380,027)

Loans and borrowings

19

(8,375,736)

(49,644,423)

Lease liabilities

20

(1,968,558)

(871,576)

Contract liabilities

4

(1,835,402)

(1,764,796)

 

(15,224,579)

(54,660,822)

Total liabilities

 

(76,379,126)

(76,123,512)

Total equity and liabilities

 

(46,212,212)

(25,429,103)

 

Volta Data Centres Limited

(Registration number: 07662852)
Statement of Financial Position as at 31 December 2023

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Approved by the Board on 19 September 2024 and signed on its behalf by:
 

Dominic Simon Rupert Ward
Director

 

Volta Data Centres Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Capital contribution
£

Retained losses
£

Total
£

At 1 January 2022

 

1

26,407,541

(70,237,318)

(43,829,776)

Loss for the year

 

-

-

(11,982,418)

(11,982,418)

Total comprehensive loss

 

-

-

(11,982,418)

(11,982,418)

Value implicit in interest free loan from Parent Company

19

-

5,117,785

-

5,117,785

At 31 December 2022

 

1

31,525,326

(82,219,736)

(50,694,409)


 

Share capital
£

Capital contribution
£

Retained losses
£

Total
£

At 1 January 2023

 

1

31,525,326

(82,219,736)

(50,694,409)

Loss for the year

 

-

-

(5,453,175)

(5,453,175)

Total comprehensive loss

 

-

-

(5,453,175)

(5,453,175)

Value implicit in interest free loan from Parent Company

19

-

25,980,670

-

25,980,670

At 31 December 2023

 

1

57,505,996

(87,672,911)

(30,166,914)

Share capital records allocated, called up and fully paid ordinary shares issued to the Parent Company. Retained losses records the cumulative retained profits/(losses) over the years, net of transfers to/from other reserves and any dividend paid. Capital contribution account records the difference between the actual loan amount received from its parent and its fair value at initial recognition.


 

 

Volta Data Centres Limited

Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Loss for the year

 

(5,453,175)

(11,982,418)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

3,414,681

2,445,244

Impairment charges

6

-

9,731

Finance income

9

(3,534,985)

(8,701)

Finance costs

9

8,361,149

8,926,162

Finance cost amortisation

25

-

173,569

 

2,787,670

(436,413)

Working capital adjustments

 

Increase in trade and other receivables and contract assets

16, 4

(1,982,000)

(1,218,960)

Increase in trade and other payables

22

664,856

1,164,256

Increase in contract liabilities

4

70,606

611,716

Net cash flow from operating activities

 

1,541,132

120,599

Cash flows from investing activities

 

Acquisitions of property plant and equipment

13

(3,707,614)

(391,593)

Acquisition of intangible assets

15

(23,015)

(13,672)

Interest received

9

72,528

-

Net cash flows from investing activities

 

(3,658,101)

(405,265)

Cash flows from financing activities

 

Interest paid

 

(10,596)

(405,172)

Loans advanced from GSS PropCo Limited

19, 25

3,925,000

48,174

Loans advanced from GAData Holdings Limited

19, 25

-

1,702,038

Loans advanced from D9 DC OpCo 1 Limited

19, 25

-

7,374,762

Loans advanced from Digital 9 Holdco Limited

19, 25

3,926,000

3,724,000

Repayments of loans due to GSS PropCo Limited

19, 25

-

(596,568)

Repayments of loans due to GAData Holdings Limited

19, 25

-

(1,315,966)

Repayments of loans due to LaSalle

25

-

(9,000,000)

Lease liabilities

20, 25

(5,226,495)

(3,069,347)

Net cash flows from financing activities

 

2,613,909

(1,538,079)

Net increase/(decrease) in cash and cash equivalents

 

496,940

(1,822,745)

Cash and cash equivalents at 1 January

 

2,390,658

4,213,403

Cash and cash equivalents at 31 December

 

2,887,598

2,390,658

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The Company is a private company limited by share capital, incorporated in England and Wales and domiciled in United Kingdom.

The address of its registered office is:
36-43 Great Sutton Street
London
EC1V 0AB

The nature of the Company's operations and principal activities are on page 2, the Directors' Report.

These financial statements were authorised for issue by the Board on 19 September 2024.

2

Accounting policies

Statement of compliance

The Company financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations adopted by the UK ("adopted IFRS's").

Summary of material accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with adopted IFRSs and under historical cost accounting rules.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies.

The financial statements of the Company are presented in Pounds Sterling (£) and are prepared in accordance with International Financial Reporting Standard ("IFRS") as adopted by the United Kingdom (UK) and the Companies Act 2006. Interpretations are considered from the IFRS Interpretations Committee ("IFRIC") when applying the IFRS standards. The financial statements are prepared under the historical cost convention, as modified by revaluation of financial instruments at fair value through profit and loss.

The financial statements have been prepared in accordance with special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006. The Company has opted not to prepare a Strategic Report under small companies exception under section 414A of the Companies Act 2006.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Going concern

The Company has continued its focus on improving revenue generation, resulting in a 40% increase in revenue year on year. Energy costs remained high for the first quarter of 2023, which had an adverse impact on profitability during that period. The Company has already taken steps to mitigate the impact of future rises and it continues to monitor the situation and adjust its approach accordingly.

As shown in the Income Statement, Statement of Comprehensive Income and Statement of Changes in Equity, the Company has reported operating losses for the current year and in prior years. As a result of the accumulated losses the Company is in a negative equity financial position. The Directors consider that the renewed focus on sales generation and profitability that the Company is laying the foundations for future profitability, which is seen reflected in the decreased operating loss for the year, when compared with 2022 (a 98% decrease in operating loss). The Company is also in a net current liability position as at the year end, which is driven by the intercompany loan with Digital 9 Holdco Limited. This loan was repaid post year end and replaced following the acquisition, as detailed below. The Company’s projected positive cash flow will cover the remaining capital commitments as they fall due in 2024 (note 24).

On 14 March 2024, D9 DC OpCo 1 Limited, the parent company of GAData Holdings Limited (the immediate Parent Company of Volta Data Centres Limited) was acquired by Jules I Limited. Jules I Limited, a company registered in England and Wales, is a majority owned subsidiary of Jules III SCA, an S.P.V. 100% owned by Ardian Infrastructure Fund VI S.C.S. and Ardian Infrastructure Fund VI B S.C.S..

On acquisition, Jules I Limited put in place a new loan facility, replacing the loan previously held by Digital 9 Holdco Limited. Jules I Limited and D9 DC OpCo 1 Limited (together the “Lenders”) have confirmed that they will not require repayment of the loans or accrued interest until the Company is in a position to do so. On 19 June 2023, the loans from GAData Holdings Limited and GSS Prop Co Limited were amended to extend the repayment date to 31 October 2032.For these reasons, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 1 January 2023 have had a material effect on the financial statements.

New standards, interpretations and amendments not yet effective

The following newly issued but not yet effective standards, interpretations and amendments, which have not been applied in these financial statements, will or may have an effect on the Company financial statements in future:

Amendments to IAS 1

Amendments to non-current liabilities with covenants to clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability; effective from 1 January 2024.

Amendments to IFRS 16

Amendments to explain how an entity accounts for a sale and leaseback after the date of the transaction; effective from 1 January 2024.

Amendments to IAS 7 and IFRS 7

Amendments to supplier finance arrangements; effective from 1 January 2024.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Amendments to IAS 21

Amendments to lack of exchangeability; effective from 1 January 2025.

New standard IFRS 18

IFRS 18 Presentation and Disclosure in Financial Statements; effective from 1 January 2027 and to replace IAS 1.

None of the other standards, interpretations and amendments which are effective for periods beginning after 1 January 2023 and which have not been adopted early, are expected to have a material effect on the financial statements.

Prior period adjustments

The Directors have elected to reclassify certain costs from administrative expenses to cost of sales, to present the gross profit of the Company more accurately, in its operation as a data centre. This aligns the financial statements more closely with internal management reporting and the internal metrics used to evaluate the Company’s performance.

A breakdown of the expenses reclassified for the restated 2022 comparatives are presented below:

Amounts reclassified from Administrative Expenses to Cost of Sales

Adjusted £

Property expenses

807,413

Office expenses

4,947

Utilities

5,749,139

Insurance

118,204

Salaries

183,400

National insurance

20,876

Facilities management

1,096,299

Total

7,980,278

The restatement has impacted gross profit, the restated gross profit is £921,584 (£8,901,862 pre-restatement). This has not affected the operating loss nor the total comprehensive loss for the year ended 31 December 2022.

The restatement has not impacted the Statement of Financial Position nor any other financial statement.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Revenue recognition

Recognition

The Company applies IFRS 15 to revenue in the financial statements.

The Company earns revenue from the provision of services relating to service fees and other derived fees. Revenue is measured at fair value of the consideration received or receivable, and represents amounts received for services provided, such as rack space and power, agreed project works for the customer, quoted cabling works including installation fees where required and remote smart hand (service desk requirement) works. There are significant judgements made in applying IFRS 15 as set out below. The Company follows the five-step model framework to recognise revenue: This revenue is recognised in the accounting period when the services are rendered at an amount that reflects the consideration to which the entity expects to be entitled in exchange for fulfilling its performance obligations to customers.

The Company follows the five-step model framework to recognise revenue:

i) Identify the contract with the customer
Contract counter-signed by Volta and the customer; contract having commercial substance.
Probable that the consideration to which Volta is entitled to in exchange for the goods or services.

ii) Identify the performance obligations in the contract
For service fees, provision of infrastructure and power draw.
For other revenue streams such as installation fees, storage income, sales revenue on customers projects, revenue on smart hands, cross connect set-up, revenue is recognised upon performance and completion of the works, usually in the first month of the customer commencing the contract.

iii) Determine the transaction price
Transaction price as stated in the contract. Where the contract has non-cash considerations, these are accounted as contract assets and amortised over the life of the contract. No other financing component, consideration payable to a customer is considered.

iv) Allocate the transaction price to the performance obligations in the contracts.
Income from service fees is recognised over time, the same period as the service fees relate to.
Income from other revenue streams is recognised at the date of the installation and/or completion of the works, therefore at a point in time.
The Company does not adjust for time value of money as the effect of discounting is not material.

v) Recognise revenue when (or as) the entity satisfies a performance obligation
Revenue is recognised on an accruals basis when customers' infrastructure is fully set up in the data centre, and the Company provides infrastructure and power. Customer has ability to obtain all the benefits, using the Company's services, as stated in the contract.
All other revenue, other services and products form a very small proportion of the overall service offering and is thus recognised immediately upon completion.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Disaggregation of revenue

Disaggregation of revenue recognised from contracts with customers into categories that depict the nature, amount, timing and uncertainty of revenue and cash flows are shown in note 4.

Contract assets

Contract assets arise from accrued income from customers for the provision of services rendered to the customer in advance and from sales staff commissions, which are capitalised and recognised over the life of the contract to which they relate.

Contract liabilities

Contract liability arises from service fees received in advance of the provision of power usage.

Performance obligations

Revenue is recognised in the same period in which the power is provided, and for all other revenue streams, upon completion of the service.

Transaction price allocated to the remaining performance obligations

The Company recognises revenue from the satisfaction of the performance obligation in accordance with IFRS 15.

Timing of satisfaction of performance obligations

For service fees where the Company's performance obligations are satisfied over time, the Company recognises revenue in the same period as the service fees relate to. This time matching method provides a faithful depiction of the transfer of services and thus revenue recognition.

For other revenue streams where performance obligations are satisfied at a point in time, the Company recognises revenue when the customer obtains control of promised goods or services. Performance obligations satisfied is at the time when the Company has completed the quoted/stated works.
 

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Foreign currency transactions and balances

The Company applies IAS 21 in applying foreign currency transactions and balances.

Transactions denominated in foreign currencies are translated into £ at the rate ruling on the date of the transaction. Monetary assets and monetary liabilities at the statements of financial position date denominated in foreign currencies are translated into £ at the rate ruling on the statement of financial position date. Any gains or losses arising on translation are recognised in the Income Statement and Statement of Comprehensive Income.

The Directors consider £ as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. The financial statements are presented in £, which is the Company's functional and presentational currency.

Property, plant and equipment

The Company applies IAS 16 to property, plant and equipment.

Plant and equipment are held at cost less depreciation, in which cost is measured at the purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates. Plant and equipment include office equipment, furniture & fittings, computer equipment, racks and aisles, cabling and cooling.

Plant and equipment also includes assets under construction in relation to the installation of 2 new generators in the data centre. The project is ongoing and is expected to complete in 2024. On completion, the asset will be reclassified to an appropriate plant and machinery classification and depreciated.

Gains and losses on disposal of plant and equipment are determined by reference to their carrying amounts at the date of disposal and are taken into account in determining net profit.

Repairs and renewals are charged to the Income Statement and Statement of Comprehensive Income when the expenditure is incurred.

The carrying values of the plant and equipment are reviewed for impairment as per the provisions of IAS 36 when events or changes in circumstances indicate the carrying values may not be recoverable. If any such indication exists, and where the carrying values exceed the estimated recoverable amounts, the plant and equipment are written-down to their recoverable amounts.

Impairment charges represent current year charges against the carrying value of property, plant equipment less the unwinding of impairment charges over the useful life of the asset.

Depreciation

Depreciation is calculated on the straight-line method to write-off the cost of plant and equipment, to their estimated residual values over their expected useful lives as follows:

Asset class

Depreciation method and rate

Office equipment

10-33%

Furniture and fittings

10-20%

Computer equipment

10-33%

Racks, aisles & cages

5-10%

Infrastructure cabling

10-33%

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Cooling units

10%

Building enhancements

5-50%

Assets under construction

Not depreciated

Right-of-use asset

10%

Intangible assets

The Company applies IAS 38 to intangible assets.

Intangible assets represent costs specifically incurred for developing a website for commercial use. Only those
costs that relate to the website development for commercial use are capitalised, once the directors believe the website will generate probable future economic benefits. Intangible assets include computer software and are amortised on a straight line basis at 20%, 33% and 50% depending on the item's estimated useful life. Amortisation is charged to the Income Statement on capitalised software costs set out in the Intangible assets costs. Provision is made for any impairment.

Intangible assets under construction relate to the internal development of software and are not amortised. On completion, which is expected in 2024, the assets will be reclassified and will commence amortisation.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings in current liabilities.

Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.

A bad debt provision has been recognised in accordance with IFRS 9 expected credit loss model using the simplified approach for trade receivables. The provision has been presented in the trade and other receivables note.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Borrowings

All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in finance costs.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Provisions

The Company applies IAS 37 to provisions, contingent liabilities and contingent assets.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as an interest expense. Provisions are recognised where a legal or constructive obligation has been incurred which will probably lead to an outflow of resources that can be reasonably estimated.

Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

At inception of a contract, the Company assess whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assess whether:

• The contract involves the use of an identified asset, this may be specified explicitly or implicitly, and should be physical distinct or represent substantially all of the capacity of a physical distinct asset. If the supplier has a substitution right, then the asset is not identified;
• The Company has the right to obtain substantially all of the economic benefits from use of the asset through the period of use; and
• The Company has the right to direct the use of the asset. The Company has this right when it has the decision making rights that are most relevant to changing how and for what purpose the asset is used.

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.
However, for leases of land and buildings in which it is a lessee, the Company has elected to not separate non-lease components and accounts for the lease and non-lease components as a single lease component.

Measurement Policy
The Company initially recognises a lease liability for the obligation to make lease payments. The lease liability is measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments, purchase options at exercise price (where payment is reasonably certain), expected amount of residual value guarantees, termination option penalties (where payment is considered reasonably certain) and variable lease payments that depend on an index or rate.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's ordinary shares are classified as equity instruments.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

For defined contribution plans contributions are paid into publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as an asset.

Financial instruments

Initial recognition

Recognition
The Company applies IFRS 9, 'Financial Instruments', where the Company recognises financial assets and financial liabilities in its statement of financial position on the date it becomes a party to the contractual provisions of the instrument.

Initial Measurement
Financial assets classified as assets at amortised cost and financial liabilities that are not at fair value through profit or loss are measured initially at their fair value plus any directly attributable costs. Borrowings at below market interest rate are accounted for as compound financial instruments. The difference between the loan amount and its fair value is recorded as either day one gain or capital contribution.

Subsequent measurement
Financial assets classified as assets at amortised cost are measured at amortised cost using the effective interest rate method, less impairment losses if any. Financial liabilities are carried at amortised cost using the effective interest rate method.

The effective interest method is a method of calculating the amortised cost of a debt instrument and allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument, or a shorter period, on the net carrying amount on initial recognition.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Classification and measurement

The Company classifies its financial assets and financial liabilities into the categories below in accordance with IFRS 9 'Financial Instruments'.

When the Company first recognises a financial asset, it classifies it based on the Company's business model for managing the asset and the asset's contractual cash flow characteristics.

The Company's business model is a 'hold to collect' business model as the Company holds trade and other receivables and cash to collect their contractual cash flows, rather than with a view to selling the assets to generate cash flows.

Trade receivables and cash meet the SPPI test where the Company intends to collect the contractual cash flows and has no intention of selling these financial assets, thus held in a 'hold to collect' business model and measured at amortised cost. The contractual terms of these financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost

Financial assets at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company includes in this category cash and cash equivalents, contract asset, trade receivables and deposits.

Financial liabilities at amortised cost

Financial liabilities at amortised cost include trade and other payables, accrued expenses, loans payable and lease liability.

Financial liabilities at fair value through the profit or loss

Financial liabilities not measured at amortised cost are classified and measured at fair value through the Income Statement and Statement of Comprehensive Income. This classification includes derivative liabilities.

Derecognition

Financial assets

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised where:
• The contractual rights to the cash flows from the financial asset expire; or
• The Company has transferred substantially all the risks and rewards of ownership of the financial asset to another party and
• The transfer qualifies for derecognition in accordance with IFRS 9, 'Financial Instruments'.

Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

Financial liabilities

A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Impairment of financial assets

Measurement of Expected Credit Losses

IFRS 9's impairment requirements use more forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'. Instruments within the scope of the requirements include deposits, trade receivables, contract assets recognised and measured under IFRS 15 and other assets measured at amortised cost.

Recognition of credit losses is no longer dependent on the Company first identifying a credit loss event. Instead the Company considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk ('Stage l') and
• financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ('Stage 2')

'Stage 3' would cover financial assets that have objective evidence of impairment at the reporting date. There is no objective evidence of impairment at the reporting date and as such the policy has not been defined for the Financial Statements.

'12-month expected credit losses' are recognised for the first category while 'lifetime expected credit losses' are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

The Company determines whether the credit risk of financial assets at amortised cost has increased significantly since initial recognition as follows:
• financial assets with low credit risk with good credit rating e.g. cash held
• the Company's write-off policy and definition of default for trade receivables including probability the customer will not pay any outstanding invoices.

The Company applies the expected credit loss model to all financial assets.

Evidence that the financial asset is credit-impaired include the following;

- Significant financial difficulties of the borrower or issuer;
- A breach of contract such as default or past due event;
- The restructuring of the loan or advance by the company on terms that the company would not consider otherwise;
- It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
- The disappearance of an active market for the security because of financial difficulties; or
- There is other observable data relating to a group of assets such as adverse changes in the payment status of borrowers or issuers in the company, or economic conditions that correlate with defaults in the company.

Accounting estimates and assumptions

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of certain financial assets, liabilities, income and expenses.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Provisions for impairment

In determining impairment of financial assets, judgement is required in the estimation of the amount and timing of future cash flows as well as an assessment of whether the credit risk on the financial asset has increased significantly since initial recognition and incorporation of forward-looking information in the measurement of ECL.

Fair value of financial assets and liabilities

Where the fair value of financial assets and liabilities cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of mathematical models. The input to these models is derived from observable markets where available, but where this is not feasible, a degree of judgement is required in determining assumptions used in the models. Changes in assumptions used in the models could affect the reported fair value of financial assets and liabilities. Fair value is the amounts for which a financial asset, liability or instrument could be exchanged between knowledgeable and willing parties in an arm’s length transaction.

Taxation

The Company applies IAS 12 to income taxes.

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

The Directors have decided not to recognise a tax asset in these financial statements. Although the Directors hope to make taxable profits in future, as the Company is still in the early stages of its growth and there is no certainty the Company will make future taxable profits the Directors believe this approach to be prudent. The Directors will reassess the position as at 31 December 2024.

Related Parties

The Company applies IAS 24 to related parties.

Related parties are entities which have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Notional Interest

Notional interest expense arises from the interest free intercompany loans (loans between Volta Data Centres Limited and GSS PropCo Limited, and the loans between Volta Data Centres Limited and GAData Holdings Limited). Interest free loans are calculated at the market rate of interest at initial recognition.

Interest expense is recognised on the basis of the effective interest method and is included in finance costs. Intercompany loans that are non-interest bearing are recognised at present value, discounted over the remaining term of the loan. A day 1 gain or loss is recognised in the profit or loss.

The intercompany loans have been recalculated based on a notional interest rate of 13%.

3

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. It requires the Directors to exercise their judgement in the process of applying the Company's accounting policies. The Directors believe that the estimates utilised in preparing its financial statements are reasonable and prudent. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in the notes to the financial statement. Key uncertainties relate to estimates of future cash flows and in judging the outcome of future events.

Estimates include lease discount rates (notes 20, 21), notional interest rate (note 19) and recognition of deferred tax assets (note 12).

The Company's current revenue recognition method is in accordance with IFRS 15 as the Company follows the five-step model framework consisting of identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price as stated in the contract, allocating the price to the performance obligations in the contract, and recognising revenue when the performance obligation is met.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

4

Revenue

The analysis of the company's revenue for the year from continuing operations is as follows:

2023
£

2022
£

Service fee

8,898,513

7,238,766

Power and power usage

2,134,343

1,604,811

Installation fees

1,079,145

54,430

Smart hands

31,620

15,651

Storage and other products

433,338

50,426

12,576,959

8,964,084

All revenue is from UK operations.

Contract assets arise where goods or services are transferred to the customer before the customer pays consideration, or before payment is due. Contract assets (loans and advances) represent the unconditional right to consideration for the goods or services supplied and performance obligations delivered. Contract liabilities (deposits from customers) relate to consideration received when we still have an obligation to deliver goods or services for that consideration.

Included within contract assets is sales staff commission payments that are deferred over the life of the revenue contract to which they relate to. Current contract assets of £77,735 (2022 - £314,749) and non-current contract assets of £436,775 (2022 - £Nil) have been recognised.

Contract assets and contract liabilities are presented separately on the face of the Statement of Financial Position.

Non-current assets and liabilities

31 December
2023
£

31 December
2022
£

Contract assets

436,775

-

Current contract assets and liabilities

31 December
2023
£

31 December
2022
£

Contract assets

 

77,735

314,751

Contract liabilities

 

(1,835,402)

(1,764,796)

Net contract liabilities

 

(1,757,667)

(1,450,045)

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

5

Cost of sales

2023
£

(As restated)

2022
£

Other cost of sales

553,555

527,580

Facilities management

711,666

594,000

Utilities

5,134,314

5,749,140

Insurance

144,145

118,204

Salaries

253,680

183,400

National insurance

28,701

20,876

Contractor costs

771,342

721,683

Installation costs

319,160

127,617

Total

7,916,563

8,042,500

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

6

Administrative expenses

2023
£

(As restated)

2022
£

Management fees

52,316

270,294

Legal, administration and other professional fees

191,428

215,037

Marketing expenses

53,636

106,560

Audit fees

16,900

18,500

Property expenses

77,264

85,501

Office expenses

144,606

(11,878)

Salaries

560,736

390,543

Pension

31,650

28,323

National insurance

72,387

103,214

Other staff expenses

47,644

71,133

Utilities

27,200

5,849

Travel and entertainment

18,481

13,316

Depreciation

3,406,535

2,438,994

Amortisation

8,146

6,250

Impairment

-

9,731

Bad debts

6,650

-

Total

4,715,579

3,751,367

Impairment charges represent charges against the carrying value of property, plant equipment less the unwinding of impairment charges over the useful life of the asset.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

7

Other income

The analysis of the Company's other operating income for the year is as follows:

2023
£

2022
£

Other income

61,741

26,018

Other income includes intercompany recharges to Verne Global of £61,741 (2022 - £13,566).

8

Other expenses

The analysis of the Company's other expenses for the year is as follows:

2023
£

2022
£

Other expenditure

633,569

261,192

Other expenses include management recharges from Verne Global of £580,156 (2022 - £261,192).

9

Finance income and costs

2023
£

2022
£

Finance income

Bank interest receivable

72,529

-

Day one gain

3,462,456

8,701

Total finance income

3,534,985

8,701

Finance costs

Bank loan interest

-

(214,612)

Notional interest

(3,347,543)

(5,044,337)

Shareholder interest

(1,311,597)

(461,606)

Interest on lease liability

(3,691,413)

(2,903,124)

Finance fees

-

(175,570)

Bank charges paid

(10,596)

(14,993)

Day one loss

-

(111,920)

Total finance costs

(8,361,149)

(8,926,162)

Net finance costs

(4,826,164)

(8,917,461)

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

10

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

814,416

573,943

Social security costs

101,088

124,090

Pension costs, defined contribution scheme

31,650

28,323

Other employee expense

47,644

71,133

994,798

797,489

Directors received total remuneration of £70,000 (2022 - £36,410).

Sales staff commission payments of £514,410 (2022 - £314,749) have been deferred on the Statement of Financial Position, to be recognised over the term of the contracts to which they relate to.

The average number of persons employed by the Company (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Administration and support

2

2

Marketing

1

1

Sales

3

2

Other departments

3

3

9

8

11

Auditors' remuneration

2023
£

2022
£

Audit of the Company's financial statements

16,900

18,500


 

Within legal, administration and other professional fees £1,650 (2022 - £1,650) is recognised in relation to non-audit services provided by the Auditor.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

12

Income tax

From 1 April 2023, the main rate of corporation tax increased to 25% from 19%, however a small profits rate of 19% is charged where taxable profits do not exceed £50,000 and a marginal rate is charged on entities whose taxable profits fall between £50,000 to £250,000. Taxable profits in excess of £250,000 are charged in full at 25%.

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK on a pro rota basis (2022 - the same as the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

For the purposes of the below reconciliation, the main rate of corporation tax is 23.5% for the year ended 31 December 2023, as a result of the year end straddling the tax financial year.

The differences are reconciled below:

2023
£

2022
£

Loss before tax

(5,453,175)

(11,982,418)

Corporation tax at standard rate

(1,281,496)

(2,276,659)

Capital allowances claimed

(885,600)

(120,113)

Expenses not deductible for tax purposes

1,196,610

1,149,221

Income from non-trading activities offset against current year trading losses

(813,677)

(1,653)

Tax losses for which no deferred tax asset is recognised

1,784,163

1,249,204

Total tax charge/(credit)

-

-

The Directors have decided not to recognise a tax asset in these financial statements. Although the Directors hope to make taxable profits in future, as the Company is still in the early stages of its growth and there is no certainty the Company will make future taxable profits the Directors believe this approach to be prudent. The Directors will reassess the position as at 31 December 2024.

There was no tax (charge) / credit relating to components of other comprehensive income. There was no income tax (charged)/ credited to equity during the year.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

13

Property, plant and equipment

Furniture, fittings and equipment
£

IT Equipment
£

Building Enhancements
£

Data Centre Equipment
£

Assets under construction
£

Total
£

Cost or valuation

At 1 January 2023

237,233

291,495

904,604

3,609,809

-

5,043,141

Additions

3,625

23,389

238,405

397,933

3,044,262

3,707,614

At 31 December 2023

240,858

314,884

1,143,009

4,007,742

3,044,262

8,750,755

Depreciation

At 1 January 2023

218,776

211,367

463,860

1,827,735

-

2,721,738

Charge for the year

6,388

28,731

101,885

287,666

-

424,670

At 31 December 2023

225,164

240,098

565,745

2,115,401

-

3,146,408

Carrying amount

At 31 December 2023

15,694

74,786

577,264

1,892,341

3,044,262

5,604,347

At 31 December 2022

18,457

80,128

440,744

1,782,074

-

2,321,403

Tangible assets under construction relate to the installation of 2 new generators in the data centre, the project is ongoing and expected to complete in 2024.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

14

Right of use assets

Property
£

Total
£

Cost

At 1 January 2023

25,055,770

25,055,770

Additions

17,988,221

17,988,221

At 31 December 2023

43,043,991

43,043,991

Depreciation

At 1 January 2023

6,880,127

6,880,127

Charge for the year

2,981,865

2,981,865

At 31 December 2023

9,861,992

9,861,992

Carrying amount

At 31 December 2023

33,181,999

33,181,999

At 31 December 2022

18,175,643

18,175,643

The Company recognises a right of use asset when there is a contract conveying the right to use an asset for a determined period of time in the exchange for consideration. The Company leases property at 36-43 Great Sutton Street from its fellow subsidiary GSS PropCo Limited and in-line with IFRS 16 requirements, recognises a lease liability due to GSS PropCo (note 20) and a right of use asset. Depreciation is charged to the profit or loss (note 6) on a straight line basis for the length of the agreement.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

15

Intangible assets

Software
£

Assets under construction
£

Total
£

Cost or valuation

At 1 January 2023

325,103

-

325,103

Additions

16,765

6,250

23,015

At 31 December 2023

341,868

6,250

348,118

Amortisation

At 1 January 2023

281,960

-

281,960

Amortisation charge

8,146

-

8,146

At 31 December 2023

290,106

-

290,106

Carrying amount

At 31 December 2023

51,762

6,250

58,012

At 31 December 2022

43,143

-

43,143

Intangible assets under construction relates to the internal development of software.

16

Trade and other receivables

Current

31 December
2023
£

31 December
2022
£

Trade receivables

 

1,843,021

555,232

Bad debt provision

 

(7,980)

-

Accrued income

 

465,485

332,644

Prepayments

 

890,486

834,178

Receivables from related parties

27

110,885

-

VAT receivable

 

659,216

423,890

Other receivables

 

4,633

37,561

   

3,965,746

2,183,505

The trade and other receivables classified as financial instruments are disclosed below. The Company's exposure to credit and market risks, including maturity analysis, relating to trade and other receivables is disclosed in note 26 "Financial risk review".

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

17

Cash and cash equivalents

31 December
2023
£

31 December
2022
£

Cash at bank

2,887,598

2,390,658

18

Share capital

Allotted, authorised, called up and fully paid shares

 

31 December
2023

31 December
2022

 

No.

£

No.

£

Allotted, authorised, called up and fully paid share capital of £1 each

1

1

1

1

         

The Company is limited by shares and all shareholders are entitled to receive notice and attend general meetings. A resolution put to the vote of general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles. During the year there has been no change in the number of issued shares.

19

Loans and borrowings

31 December
2023
£

31 December
2022
£

Current loans and borrowings

Loans due to GAData Holdings Limited

-

36,913,674

Loans due to GSS PropCo Limited

-

1,170,381

Loans due to D9 DC OpCo 1 Limited

-

7,714,592

Loans due to Digital 9 Holdco Limited

8,375,736

3,845,776

8,375,736

49,644,423


 

31 December
2023
£

31 December
2022
£

Non-current loans and borrowings

Loans due to GAData Holdings Limited

14,139,467

-

Loans due to GSS PropCo Limited

1,774,003

-

Loans due to D9 DC OpCo 1 Limited

8,422,229

-

24,335,699

-

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

D9 DC OpCo 1 Limited loan

D9 DC OpCo 1 Limited is the parent company of GAData Holdings Limited, the immediate part of Volta Data Centres Limited.

At the year end, the Company had a loan principle of £7,374,762 payable to D9 DC OpCo 1 Limited. The loan was drawn as part of the Group's acquisition by D9 on 25 April 2022 when the Company's LaSalle loan was repaid in full, the D9 DC OpCo 1 loan representing a portion of that.

The loan is subject to interest of SONIA + RCF margin of 3.50% + D9 margin 0.5% and is repayable on demand. The conditions of the loan are deemed to be at market rate. The interest on the loan is accruing until the loan is called in from the debtor and becomes payable.

The loan is repayable on demand but has been classified as non-current at year end to reflect the nature of the liability and expected time frame for repayment. The directors of D9 DC OpCo 1 limited have confirmed that they will not recall the loan for at least 12 months from the date of signing of the financial statements.

 

Loan between Volta Data Centres Limited and D9 DC OpCo 1 Limited

31 December 2023
£

31 December 2022
£

As at 1 January

7,714,592

-

Loans advanced

-

7,374,762

Interest for the year

707,637

339,830

As at 31 December

8,422,229

7,714,592


Digital 9 Holdco Limited loan

The Company was also advanced loans from Digital 9 Holdco Limited.

The unsecured loan is subject to interest calculated of SONIA+ RCF margin of 3.50% + D9 margin 0.25% and is repayable on demand. The conditions of the loan are deemed to be at market rate. The interest on the loan is accruing until the loan is called in from the debtor and becomes payable.

The loan is classified as current at the year end and was repaid in full on the 14 March 2024 when D9 DC OpCo 1 Limited (the immediate parent company of GAData Holdings Limited) was acquired by Jules I Limited (note 28).

Loan between Volta Data Centres Limited and Digital 9 Holdco Limited

31 December 2023
£

31 December 2022
£

As at 1 January

3,845,776

-

Loans advanced

3,926,000

3,724,000

Interest charged

603,960

121,776

As at 31 December

8,375,736

3,845,776

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023


GSS PropCo Limited loan

GSS PropCo Limited is a fellow subsidiary wholly owned by GAData Holdings Limited and is registered in Jersey.

To allow for the Debt Reserve Account which is held in GSS PropCo Limited's name to pay for any loan, an interest free loan between Volta Data Centres Limited and GSS PropCo Limited was agreed on 16 November 2016, maturing on 12 December 2023. On 19 June 2023, the loan agreement was amended to extend the loan repayment date to 31 October 2032. As at 31 December 2023, the loan balance was £1,774,003 (2022 - £1,170,381), note 25 includes an analysis of the movement. Notional interest expense arises from calculating the unsecured, interest free loan at a market rate of interest which has been determined at 13%.

The loan is classified as a non-current liability for the year ended 31 December 2023.

Loan between Volta Data Centres Limited and GSS PropCo Limited

31 December 2023
£

31 December 2022
£

As at 1 January

1,170,381

1,467,278

Additional proceeds during the year

3,925,000

48,174

Day one gain

(2,663,925)

(8,701)

Day one gain written back

-

111,920

Gain on term extension

(798,531)

-

Notional interest expense

173,603

148,278

Difference in prior year

(32,525)

-

Payments

-

(596,568)

As at 31 December

1,774,003

1,170,381


GAData Holdings Limited

This is a Jersey company and the Parent Company to Volta Data Centres limited and its fellow subsidiary GSS PropCo Limited ('the Group'). GAData Holdings Limited wholly owns Volta Data Centres Limited and is therefore its parent. The parent has loaned funds to its subsidiary, the Company.

The loan is not secured, interest free and was due for repayment on 31 December 2019 but the loan maturity term was extended to 31 October 2032. If the loan is not repaid by the maturity date, it will start to earn interest at 4% above the minimum base rate of Barclays Bank Plc. Given that the loan has been extended and is interest free until 31 October 2032, the loan has been re-measured by discounting the amount payable at market based interest rate and the discount recorded as capital contribution by the Parent to reflect the value implicit in this discount. A notional market rate of interest of 13% has been assumed in the calculation of the fair value of the loan.

The loan is classified as a non-current liability for the year ended 31 December 2023.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

GAData Holdings Limited loan

31 December 2023
£

31 December 2022
£

As at 1 January

36,913,674

36,749,326

Capital Contribution

(25,980,671)

(5,117,785)

Additional loans received from Parent

-

1,702,038

Notional interest for the year

3,206,464

4,896,061

Payments

-

(1,315,966)

As at 31 December

14,139,467

36,913,674

The Company's exposure to market and liquidity risks, including maturity analysis, relating to loans and borrowings is disclosed in note 26 "Financial risk review".

20

Lease liabilities

Leases as lessee
The Company leases the property at 36-43 Great Sutton Street and printing equipment. Information about leases for which the Company is a lessee is presented below:

 

31 December 2023
£

31 December 2022
£

Current

1,968,558

871,576

Non-current

36,818,848

21,462,690

Total lease liability

38,787,406

22,334,266

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

21

Lease obligations

Lease obligations maturity analysis

A maturity analysis of lease liabilities based on undiscounted gross cash flow is reported in the table below:

31 December
2023
£

31 December
2022
£

Less than one year

6,370,187

3,422,224

1-2 years

6,561,293

3,524,890

2-5 years

20,888,709

11,221,936

More than 5 years

29,530,415

20,307,706

Total lease liabilities

63,350,604

38,476,756



The Company leases the property at 36-43 Great Sutton Street from GSS PropCo Limited under a non cancellable lease agreement, for use as a data centre. The lease expires on 31 October 2032. The lease provides for increased rent payments that are based on phased fit-outs of additional space within the building. On 8 May 2023, the fit-out of the remaining space in the data centre was completed and the rent payments increased in line with the lease. The Company measures additional lease liabilities when it becomes liable to pay rent for the additional phased fit-outs.


 

Amounts recognised in profit or loss

31 December 2023
£

31 December 2022
£

Lease liability interest expense

3,691,413

2,903,124

Right of use asset - Depreciation

2,981,865

2,024,305

Total recognised in profit or loss

6,673,278

4,927,429


 

Amounts recognised in the statement of cash flows

31 December 2023
£

31 December 2022
£

Total cash outflow for leases

5,226,495

3,069,347


Other leases
The Company leases printing equipment with contract terms of one to 5 years. Where the leases are short term or are leases of low-value items, the Company has elected not to recognise such right-of-use assets and the lease liabilities for leases falling into this category.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Other Leases

31 December 2023
£

31 December 2022
£

Not later than one year

884

1,484

Later than one year and not later than 5 years

1,989

1,884

Total lease liability for low value items at 31 December

2,873

3,368

22

Trade and other payables

31 December
2023
£

31 December
2022
£

Trade payables

 

1,072,906

725,427

Amounts due to related parties

27

1,278,399

641,858

Accrued expenses

 

643,172

554,247

Social security and other taxes

 

41,293

456,507

Other payables

 

9,113

1,988

 

3,044,883

2,380,027

Other payables consists of deposits held of £9,113 (2022 - £1,988)

The Company's exposure to market and liquidity risks, including maturity analysis, relating to trade and other payables is disclosed in note 26 "Financial risk review".

23

Pension and other schemes

Defined contribution pension scheme

The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company and its employees to the scheme and amounted to £123,475 (2022 - £58,674).

The assets of the plans are held separately from those of the Company in funds under the control of trustees. Where employees leave the plans prior to full vesting of the contributions, the contributions payable by the Company are reduced by the amount of forfeited contributions. Contributions totalling £Nil (2022 - £Nil) were payable to the scheme at the end of the year and are included in creditors.

24

Commitments

Capital commitments

The total amount contracted for but not provided in the financial statements was £1.2m (2022 - £Nil). This amount relates to capital expenditure for the continued installation of 2 additional generators.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

25

Reconciliation of liabilities arising from financing activities

         

Current year

At 1 January 2023
£

Cash movements
£

Non-cash movements
£

At 31 December 2023
£

Financing activities - net debt

Lease liability

22,334,266

(5,226,495)

21,679,635

38,787,406

GAData Holdings Limited loan

36,913,672

-

(22,774,205)

14,139,467

GSS PropCo Limited loan

1,170,381

3,925,000

(3,321,378)

1,774,003

D9 DC OpCo 1 Limited loan

7,714,592

-

707,637

8,422,229

D9 Holdco Limited loan

3,845,776

3,926,000

603,960

8,375,736

71,978,687

2,624,505

(3,104,351)

71,498,841


 

         

Prior year

At 1 January 2022
£

Cash movements
£

Non-cash movements
£

At 31 December 2022
£

Financing activities - net debt

Lease liability

16,941,365

(3,069,347)

8,462,248

22,334,266

LaSalle loan

8,826,431

(9,000,000)

173,569

-

GAData Holdings Limited loan

36,749,326

386,072

(221,726)

36,913,672

GSS PropCo Limited loan

1,467,278

(548,394)

251,497

1,170,381

D9 DC OpCo 1 Limited loan

-

7,374,762

339,830

7,714,592

D9 Holdco Limited loan

-

3,724,000

121,776

3,845,776

63,984,400

(1,132,907)

9,127,194

71,978,687


 

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

26

Financial risk review

This note presents information about the Company’s exposure to financial risks and the Company’s management of capital. The Directors have overall responsibility for the Company's risk management arrangements.

The Company's exposure to financial instruments give rise to the following financial risks:
• Market risk
• Credit risk
• Liquidity risk

This note presents information on the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk and the management of the Company's capital.

The Company has direct exposure to the following risks in respect of financial instruments:
• Market risk - the risk the fair value or future cash flows of financial instruments will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and price risk.
• Credit risk - the risk of financial loss if counterparty to a financial instrument fails to meet its contractual obligations in respect of financial instruments in respect of financial instruments held by the Company.
• Liquidity risk - Liquidity risk is the failure of the Company to maintain adequate levels of financial resources to enable it to meet its financial obligations as they fall due. Liquidity risk arises because of the possibility that the Company could be required to pay its liabilities earlier than expected or because of any inability to realise assets in order to meet obligations as they fall due or is only able to realise assets by suffering financial loss.

A full analysis of the financial risks associated with the Company's financial instruments, together with the objectives, policies and processes to manage the Company's exposure follows.

 

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to its shareholders through the optimisation of the debt and equity balance. The Directors' consideration of going concern is detailed in the Directors' Report. The Company is currently financed by shareholder loans and intercompany loans.


Financial risk management objectives and policies
The financial assets of the Company are trade receivables (excluding prepayments), contract assets and cash and cash equivalents which have a carrying value of £5,916,377 (2022 - £4,165,847) at the end of the reporting period. The financial liabilities of the Company comprise of bank and related party loans, lease liability, customer deposits, trade creditors and accruals which have a carrying value of £74,502,431 (2022 - £73,902,206).

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Market risk

Price risk
The Company has no exposure to price risk at the end of the reporting period as it has no financial instruments measured at fair value.
Currency risk
The Company's functional and presentational currency is Pound Sterling, but the Company may hold financial assets and financial liabilities in other currencies which can be significantly affected by currency translation movement. As at 31 December 2023 and 2022, the Company does not hold financial assets or liabilities denominated in a currency other than Pounds Sterling; hence the Company is not exposed to currency risk as at year end.
Interest rate risk
Balances at Bank do not earn material interest and there is immaterial interest rate risk.

Impliedly, non-interest bearing loans are not exposed to interest rate risk but they are only discounted using notional interest.

Interest bearing intercompany loans are exposed to fluctuations in SONIA rates. From 31 December 2022 SONIA increased by 1.7588% from 3.4282% to 5.1870% in 31 December 2023. If SONIA rates had increased by a further 1% during 2023, this would have resulted in an additional £152,190 in interest expense for the period from the intercompany loans with D9 DC OpCo 1 Limited and Digital 9 Holdco Limited. Non-interest bearing intercompany loans are not exposed to interest rate risk and are discounted using notional interest.

Credit risk

The Company's definition of credit risk is the risk of financial loss if counterparty to a financial instrument fails to meet its contractual obligations in respect of financial instruments held by the Company.

Credit risk exposure of £5,916,377 (2022 - £4,165,847) consists mainly of cash and cash equivalents, and trade receivables, contract assets and deposits.The Company only deposits cash with major banks with high quality credit standing, trade receivable credit risk is minimised as the Company takes on customers after reviewing credit rating reports, and receives customer deposits as extra security.

The Company applies the expected credit loss model to all financial assets not classified at amortised cost. The Company creates a provision for trade receivables to account for estimated losses resulting from the inability of customers to make the required payments. At 31 December 2023, the Company estimated a loss provision of £Nil (2022 - £Nil) when evaluating the adequacy of the provision for impaired trade receivables, management bases its estimate on current overall economic conditions, ageing of the trade receivable balances, historical write-off experience, customer creditworthiness and changes in payment terms.

Changes in the economy, industry or specific customer conditions may require adjustments to the provision for impaired trade receivables recorded in the financial statements. There were no material financial assets that are past due as at the end of the reporting period. Total impaired assets or bad debts written off during the year amounts to £6,650 (2022 - £Nil).

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Liquidity risk

The Company's definition of liquidity risk is the the risk that it cannot meet its financial obligations as and when they fall due.

The Company manages liquidity risk through an ongoing review of future commitments and available facilities (shareholder and bank loans). Quarterly funding requirements are reviewed against cash held when appropriate, further drawdowns are obtained under shareholder loan, from the Parent Company. The table below analyses the Company's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are contractual undiscounted cash flows.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Maturity analysis for financial liabilities

2023
Non-derivative liabilities

Total
£

Less than 3 months
£

3 months - 1 year
£

1-5 years
£

More than 5 years
£

Trade Creditors

2,351,305

2,351,305

-

-

-

Customer deposits

9,113

-

-

9,113

-

Accruals

643,172

643,172

-

-

-

Social security payable

41,293

41,293

-

-

-

Lease Liability (including interest)

63,350,604

1,569,012

4,801,175

27,450,001

29,530,416

GAData Holdings Ltd loan (including interest)

14,139,467

-

-

-

14,139,467

GSS PropCo Limited loan (including interest)

1,774,003

-

-

-

1,774,003

D9 DC OpCo 1 Limited loan (including interest)

8,422,229

-

-

8,422,229

-

D9 Holdco Limited loan (including interest)

8,375,736

8,375,736

-

-

-

TOTAL

99,106,922

12,980,518

4,801,175

35,881,343

45,443,886

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

2022
Non-derivative liabilities

Total
£

Less than 3 months
£

3 months - 1 year
£

1-5 years
£

More than 5 years
£

Trade Creditors

1,367,285

1,367,285

-

-

-

Customer deposits

1,988

-

-

1,988

-

Accruals

554,247

554,247

-

-

-

Lease Liability (including interest)

38,476,757

842,912

2,579,312

14,746,827

20,307,706

GAData Holdings Ltd loan (including interest)

41,585,336

-

41,585,336

-

-

GSS PropCo Limited loan (including interest)

1,286,176

-

1,286,176

-

-

D9 DC OpCo 1 Limited loan (including interest)

7,714,592

7,714,592

-

-

-

D9 Holdco Limited loan (including interest)

3,845,776

3,845,776

-

-

-

TOTAL

94,832,157

14,324,812

45,450,824

14,748,815

20,307,706

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

27

Related party transactions

Related parties of the Company and the related party transactions are disclosed below:

GSS PropCo Limited
This is a fellow Subsidiary of the Company under common control, as they are fully owned by GAData Holdings Limited (the "Parent Company"). The Company leases the property at 36-43 Great Sutton Street from GSS PropCo Limited under a non cancellable lease agreement, for use as a data centre. Amounts owed to the fellow subsidiary are disclosed in note 19 along with accruing interest charges. The Company owed £185,217 (2022 - £641,858) at the year end in trade creditors to GSS PropCo Limited. The subsidiary is incorporated in Jersey.

The Directors
The Directors are considered key management personnel within the meaning of IAS 24. The appointed directors are as included in the Directors' Report. Directors received compensation of £70,000 during the year (2022 - £36,410).

GAData Holdings Limited
The loan due to the Parent Company is disclosed in note 19 along with interest accruing on the loan outstanding. The Parent Company is the largest undertaking for which the Company is a member and for which group financial statements are prepared. The Parent Company is incorporated in Jersey.

D9 DC OpCo 1 Limited and Digital 9 Holdco Limited
The loan due to the Parent Company is disclosed in note 19 along with interest accruing on the loan outstanding.

Verne Global
During the year, Volta Data Centres Limited incurred the following costs on behalf of other entities in the Verne Group: Verne Global Hf £30,685 (2022 - £13,566), Verne Global Limited £10,142 (2022 - £Nil), Ficolo Oy £20,035 (2022 - £Nil).

There are intercompany recharges from Verne Global Limited of £499,251 (2022 - £167,756), Verne Global Inc of £101,825 (2022 - £56,966) and Verne Global Hf of £64,286 (2022 - £36,470).

The recharges to and from Group mainly relate to staff time spent servicing different entities in the Group compared to the entity under which they are employed. Staff recharges include a 5% transfer pricing mark-up.

28

Subsequent events and significant events in the year

On 14 March 2024, D9 DC OpCo 1 Limited, the parent company of GAData Holdings Limited (the immediate Parent Company of Volta Data Centres Limited) was acquired by Jules I Limited. Jules I Limited, a company registered in England and Wales, is a majority owned subsidiary of Jules III SCA, an S.P.V. 100% owned by Ardian Infrastructure Fund VI S.C.S. and Ardian Infrastructure Fund VI B S.C.S..

On acquisition, the loan between Volta Data Centres Limited and Digital 9 Holdco Limited was repaid in full. This was replaced by an unsecured, interest-bearing loan from Jules I Limited for £8,375,736.

 

Volta Data Centres Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

29

Parent and ultimate parent undertaking

The Company's immediate parent is GAData Holdings Limited. The Parent Company does not consider there to be a single ultimate controlling party as at 31 December 2023.

At the balance sheet date, GAData Holdings Limited’s immediate parent is D9 DC OpCo 1 Limited, is 100% owned by Digital 9 Infrastructure Plc, a company registered in Jersey. The Directors confirm that no individual or entity has greater than 25% of the voting rights or ownership of Digital 9 Infrastructure Plc and therefore conclude that there is no ultimate controlling party.

On 14 March 2024, D9 DC OpCo 1 Limited, the parent company of GAData Holdings Limited (the immediate Parent Company of GSS PropCo Limited) was acquired by Jules I Limited. Jules I Limited, a company registered in England and Wales, is a majority owned subsidiary of Jules III SCA, an S.P.V. 100% owned by Ardian Infrastructure Fund VI S.C.S. and Ardian Infrastructure Fund VI B S.C.S.. The Directors confirm that no individual or entity has greater than 25% of the voting rights or ownership of either Ardian Fund and therefore conclude that there is no ultimate controlling party.

Relationship between entity and parents

The parent of the largest group in which these financial statements are consolidated is GAData Holdings Limited.