Company registration number 13095982 (England and Wales)
Virmati Energy Ltd
Annual report and Financial Statements
For the year ended 31 March 2024
Virmati Energy Ltd
Company information
Directors
A Gudka
S J White
C Bouwmeester
(Appointed 4 July 2023)
L Cerulus
(Appointed 4 July 2023)
T Hinrikus
P J Sutterby
C D Websper
(Appointed 4 July 2023)
Company number
13095982
Registered office
Fora Montacute Yards
Shoreditch High St
London
United Kingdom
E1 6HU
Auditor
KPMG LLP
66 Queen Square
Bristol
BS1 4BE
Virmati Energy Ltd
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report to the members of Virmati Energy Ltd
6 - 9
Group income statement
10
Group statement of comprehensive income
11
Group statement of financial position
12 - 13
Company statement of financial position
14 - 15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 48
Virmati Energy Ltd
Strategic report
For the year ended 31 March 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Principal activities
The Group develops, builds and operates renewable infrastructure, starting with grid scale battery storage. The Group operates across sites in the UK and Europe.
Business review
During the financial year to 31 March 2024, the Group has made significant progress against its objectives to develop, build and operate its renewable assets. The evolving pipeline and growth of the company is supported by a £200m investment from CVC DIF, formerly DIF Capital Partners (via its DIF Infrastructure VII fund) which was secured during the year.
The first site which began operation in October 2022 earned £568k of revenues in the year (2023: £442k) after reduced pricing in the middle of the year, had recovered subsequently by year end to provide a stronger and more consistent performance. The results for the year are in line with the expectations of the directors, with the primary focus being on the continual build out of its pipeline of assets.
The Group continues to make significant progress, with a number of assets in the latter phases of construction expected to begin operations in the next financial year. This is backed up by a strong pipeline of development and acquisition opportunities, both in the UK and European markets.
The Group's batteries will help ease constraints across the electricity system and bring down bills for consumers by storing electricity when renewable energy output is high and discharging this cheaper, cleaner power in periods of lower renewable supplies.
The Group's headcount grew in the year from 40 FTE to 62 FTE including 6 in our international markets (2023: 3).
Engaging with communities
We continue to speak to thousands of people across the country about the role our sites will play in bringing down bills for consumers, bolstering energy security and decarbonising the energy system by 2030. We’re also maintaining our efforts to improve the measurement of carbon impact across energy technologies, in order to highlight the role batteries play in displacing more carbon-intensive technologies.
We take a proactive approach to community and stakeholder engagement, bringing them on board from the outset of the development processes to agree survey and assessment methodologies and understand any areas of concern – all of which help to shape our development designs and process.
As a responsible developer, we are committed to making a positive impact on the communities where we are building and operating battery storage sites.
The Group is leading work to track the carbon impact of battery storage in order to improve the visibility of carbon emissions across the energy system and which technologies are responsible for them.
Virmati Energy Ltd
Strategic report (Continued)
For the year ended 31 March 2024
- 2 -
Principal risks and uncertainties
The management of the Group and execution of its strategy are subject to a number of risks and uncertainties. The principal risks and uncertainties facing the business include market risk, currency risk, financial risk, supply chain risk, construction risk, and political and regulatory risk.
Market
The Group is subject to market risk arising from its trading activities, particularly due to energy price fluctuations. To mitigate this risk, the Group regularly monitors and reviews its revenue optimisation and trading strategy.
Currency
The Group is exposed to currency risks in the supply chain, principally through its construction phase, as our battery storage systems are manufactured overseas and the contracts are denominated in US dollars. The Group has a hedging policy in place to monitor and mitigate the impact of currency risk.
Supply chain
Supply chain bottlenecks due to increased demand for key renewable energy components (transformers, inverters, etc.) can lead to longer lead times which impact project timelines.
Market consolidation indicators due to over-supply of the BESS market from rapid expansion of some manufacturers and integrators is another risk which could impact operations of the Group.
The Groups key supply chain risks are managed through robust tendering and due diligence processes. The Group has strong relationships with highly reputable and bankable suppliers across the full supply chain and continues to bolster and train the Procurement and Supply Chain team to ensure market risks are appropriately mitigated or managed.
Construction
Technical issues may arise on plant and equipment during construction which include risks related to the environment and weather. These risks combined with potential contractor availability constraints could cause delays in the project timetable, business interruption or additional costs. To mitigate these risks, regular reviews are undertaken to ensure that the construction team and its third-party service providers are appropriately managing the project output.
Health and safety
The Group considers the health and safety of all employees and contractors as a key risk. The Group's committed to creating a culture where safety is one of the highest priorities. By acting as the Client on all projects, it carries out a due diligence process on all contractors throughout a stringent tender qualification process. All designers are required to follow the hierarchy of control to mitigate risk to as low as reasonably practicable, and in line with industry best practice. The Group provides training to all employees as appropriate to their role. A risk register is maintained for all projects, which is regularly reviewed and updated as part of the Group’s wider risk management procedure.
Financial
The Group’s operations are capital intensive, and its activities expose the group to credit, cash flow and liquidity risk. The Group mitigates these risks by continuously monitoring forecasted and actual cash flows and maintaining sufficient cash reserves to meet its obligations through equity and loan financing. The Group’s main exposure to credit risk is its cash balances with banks; the risk is mitigated through using banks with good credit ratings.
Political and regulatory
The changing political and regulatory landscape is a key risk to our business. There is ongoing geopolitical uncertainty around renewable energy policies and on the global energy markets. Battery storage assets play a key role in providing energy security and the transition to net zero. Potential local regulatory changes across our jurisdictions are expected to continue to support the build out of renewables, including battery storage assets.
Political contributions
The Group has not made any political donations or incurred any political expenditure during the period (2023: none).
Virmati Energy Ltd
Strategic report (Continued)
For the year ended 31 March 2024
- 3 -
ESG
ESG is a fundamental part of the Group’s business activities; this includes the way we are financed. Our project debt facility was structured to reduce the Group’s interest rate on the loan in proportion to the carbon-emissions savings generated by its portfolio of battery assets. Risks are reviewed by the Board and appropriate processes are in place to monitor and mitigate them.
Post balance sheet events
Subsequent to year end, the Group acquired Keith Renewable Limited. Field will continue to accelerate the development and buildout of its pipeline of grid-scale battery energy storage projects.
S J White
Director
26 September 2024
Virmati Energy Ltd
Directors' report
For the year ended 31 March 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Results and dividends
The loss for the year, after taxation, amounted to £14.8m (2023: £7.7m)
No ordinary dividends were paid (2023: none). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A Gudka
S J White
C Bouwmeester
(Appointed 4 July 2023)
L Cerulus
(Appointed 4 July 2023)
T Hinrikus
P J Sutterby
C D Websper
(Appointed 4 July 2023)
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
S J White
Director
26 September 2024
Virmati Energy Ltd
Directors' responsibilities statement
For the year ended 31 March 2024
- 5 -
The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under that law they have elected to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group’s profit or loss for that period. In preparing each of the Group and parent Company financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant, reliable and prudent;
for the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards;
for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Independent auditor's report
To the members of Virmati Energy Ltd
- 6 -
Opinion
We have audited the financial statements of Virmati Energy Ltd (“the Company”) for the year ended 31 March 2024 which comprise the Group Income Statement, Group Statement of Comprehensive Income, Group Statement of Financial Position, Company Statement of Financial Position, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows and related notes, including the accounting policies in note 1.
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 March 2024 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the Group’s business model and analysed how those risks might affect the Group and Company’s financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group or the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation.
Independent auditor's report (Continued)
To the members of Virmati Energy Ltd
- 7 -
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
Enquiring of directors and management as to the Group’s high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.
Reading Board minutes.
Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that Group management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because of lack of opportunity and incentive to manipulate revenue.
We did not identify any additional fraud risks.
We performed procedures including:
Identifying journal entries to test for all full scope components based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to unusual accounts and those posted to seldom used accounts.
Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and others management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, employment law, compliance with OFGEM regulations and compliance with fire regulations for buildings that house batteries, recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Independent auditor's report (Continued)
To the members of Virmati Energy Ltd
- 8 -
Fraud and breaches of laws and regulations - ability to detect (continued)
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Strategic report and directors' report
The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
we have not identified material misstatements in the strategic report and the directors’ report;
in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
in our opinion those reports has been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
We have nothing to report in these respects.
Directors' responsibilities
As explained more fully in their statement set out on page 5, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Independent auditor's report (Continued)
To the members of Virmati Energy Ltd
- 9 -
Auditor's responsibilities for the audit of the financial statements (continued)
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
The purpose of our audit work and to whom we owe our responsibilities
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.
Nathan Chrimes (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
66 Queen Square
Bristol
BS1 4BE
26 September 2024
Virmati Energy Ltd
Group Income statement
For the year ended 31 March 2024
- 10 -
2024
2023
Notes
£'000
£'000
as restated
Revenue
3
568
442
Other operating income
231
282
Administrative expenses
(12,007)
(8,624)
Operating loss
4
(11,208)
(7,900)
Finance income
8
1,825
1
Finance costs
9
(5,411)
(317)
Other gains and losses
10
(82)
538
Loss before taxation
(14,876)
(7,678)
Income tax income/(expense)
11
46
(46)
Loss for the year
(14,830)
(7,724)
Loss for the financial year is all attributable to the owners of the parent company.
The notes on pages 19 to 48 form part of these group financial statements.
Virmati Energy Ltd
Group statement of comprehensive income
For the year ended 31 March 2024
- 11 -
2024
2023
£'000
£'000
Loss for the year
(14,830)
(7,724)
Other comprehensive income/(expense):
Items that may be reclassified to profit or loss
Foreign currency translation differences - Foreign operations
13
Effective portion of changes in fair value of cash flow hedges
(69)
127
Total items that may be reclassified to profit or loss
(56)
127
Total comprehensive (expense) for the year
(14,886)
(7,597)
Total comprehensive expense for the year is all attributable to the owners of the parent company.
The notes on pages 19 to 48 form part of these group financial statements.
Virmati Energy Ltd
Group Statement of financial position
As at 31 March 2024
- 12 -
2024
2023
Notes
£'000
£'000
as restated
Non-current assets
Intangible assets
12
4,342
1,127
Property, plant and equipment
14
56,994
21,054
Right-of-use assets
14
7,643
5,297
Other receivables
18
2,559
71,538
27,478
Current assets
Trade and other receivables
18
31,369
2,696
Cash and cash equivalents
32,882
8,257
Derivative financial instruments
498
64,749
10,953
Current liabilities
Trade and other payables
20
5,794
3,023
Lease liabilities
24
88
74
5,882
3,097
Net current assets
58,867
7,856
Non-current liabilities
Trade and other payables
20
358
Borrowings
22
111,638
3,866
Lease liabilities
24
4,554
2,717
Long term provisions
26
818
257
117,010
7,198
Net assets
13,395
28,136
Equity
Called up share capital
31
Share premium account
38,068
38,063
Share-based payment reserve
590
323
Currency translation reserve
13
Hedging reserve
(69)
127
Retained earnings
(25,207)
(10,377)
Total equity
13,395
28,136
These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.
Virmati Energy Ltd
Group Statement of financial position (Continued)
As at 31 March 2024
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
S J White
Director
Company registration number 13095982 (England and Wales)
The notes on pages 19 to 48 form part of these group financial statements.
Virmati Energy Ltd
Company Statement of financial position
As at 31 March 2024
31 March 2024
- 14 -
2024
2023
Notes
£'000
£'000
as restated
Non-current assets
Intangible assets
13
3,469
1,127
Property, plant and equipment
15
103
66
Right-of-use assets
15
10
7
Investments
16
12,865
7,138
Other receivables
19
51,816
13,604
68,263
21,942
Current assets
Trade and other receivables
19
575
327
Cash and cash equivalents
29,172
8,257
Derivative financial instruments
498
30,245
8,584
Current liabilities
Trade and other payables
21
2,039
1,019
Lease liabilities
25
5
6
2,044
1,025
Net current assets
28,201
7,559
Non-current liabilities
Borrowings
23
77,520
Lease liabilities
25
3
-
77,523
-
Net assets
18,941
29,501
Equity
Called up share capital
31
Share premium account
38,068
38,063
Share-based payment reserves
590
323
Hedging reserve
(69)
127
Retained earnings
(19,648)
(9,012)
Total equity
18,941
29,501
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £10,636k (2023 - £6,566k loss).
Virmati Energy Ltd
Company Statement of financial position (Continued)
As at 31 March 2024
31 March 2024
- 15 -
The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
S J White
Director
Company registration number 13095982 (England and Wales)
The notes on pages 19 to 48 form part of these group financial statements.
Virmati Energy Ltd
Group statement of changes in equity
For the year ended 31 March 2024
- 16 -
Share capital
Share premium account
Hedging reserve
Share-based payment reserve
Currency translation reserve
Retained earnings
Total
Notes
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 April 2022
32,812
167
(2,653)
30,326
Year ended 31 March 2023:
Loss and total comprehensive income
-
-
-
-
-
(7,724)
(7,724)
Cash flow hedges gains
-
-
127
-
-
-
127
Transactions with owners:
Issue of share capital
31
5,251
-
-
-
-
5,251
Share based payment charge
-
-
-
156
-
156
Balance at 31 March 2023
38,063
127
323
(10,377)
28,136
Year ended 31 March 2024:
Loss
-
-
-
-
-
(14,830)
(14,830)
Other comprehensive income:
Currency translation differences
-
-
-
-
13
13
Cash flow hedges gains / (losses)
-
-
(69)
-
-
-
(69)
Hedging (gains/losses) transferred to the cost of asset
-
-
(127)
-
-
-
(127)
Total comprehensive income
-
-
(196)
-
13
(14,830)
(15,013)
Transactions with owners:
Issue of share capital
31
-
5
-
-
-
-
5
Share based payment charge
-
-
-
267
-
267
Balance at 31 March 2024
38,068
(69)
590
13
(25,207)
13,395
The notes on pages 19 to 48 form part of these group financial statements.
Virmati Energy Ltd
Company statement of changes in equity
For the year ended 31 March 2024
- 17 -
Share capital
Share premium account
Hedging reserve
Share-based payment reserve
Retained earnings
Total
Notes
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 April 2022
32,812
167
(2,446)
30,533
Year ended 31 March 2023:
Loss and total comprehensive income
-
-
-
-
(6,566)
(6,566)
Cash flow hedges gains
-
-
127
-
-
127
Transactions with owners:
Issue of share capital
5,251
-
-
-
5,251
Share based payment charge
-
-
-
156
-
156
Balance at 31 March 2023
38,063
127
323
(9,012)
29,501
Year ended 31 March 2024:
Loss for the year
-
-
-
-
(10,636)
(10,636)
Other comprehensive income:
Cash flow hedges gains / (losses)
-
-
(69)
-
-
(69)
Hedging (gains/losses) transferred to the cost of asset
-
-
(127)
-
-
(127)
Total comprehensive income
-
-
(196)
-
(10,636)
(10,832)
Transactions with owners:
Issue of share capital
31
-
5
-
-
-
5
Share based payment charge
-
-
-
267
-
267
Balance at 31 March 2024
38,068
(69)
590
(19,648)
18,941
The notes on pages 19 to 48 form part of these group financial statements.
Virmati Energy Ltd
Group statement of cash flows
For the year ended 31 March 2024
- 18 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash absorbed by operations
29
(39,076)
(5,274)
Interest received
8,9
1,825
(192)
Net cash outflow from operating activities
(37,251)
(5,466)
Investing activities
Investment in intangible assets
12
(3,265)
-
Purchase of property, plant and equipment
(35,693)
(13,762)
Acquisition of right-of-use assets
-
(1,211)
Net cash used in investing activities
(38,958)
(14,973)
Financing activities
Proceeds from issue of shares
31
5
5,251
Proceeds from loans
101,711
5,541
Payment of lease liabilities
(246)
(228)
Interest paid
(649)
(1,677)
Net cash generated from financing activities
100,821
8,887
Net increase/(decrease) in cash and cash equivalents
24,612
(11,552)
Cash and cash equivalents at beginning of year
8,257
19,809
Effect of foreign exchange rates
13
Cash and cash equivalents at end of year
32,882
8,257
The notes on pages 19 to 48 form part of these group financial statements.
Virmati Energy Ltd
Notes to the group financial statements
For the year ended 31 March 2024
- 19 -
1
Accounting policies
Company information
Virmati Energy Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Fora Montacute Yards, Shoreditch High St, London, United Kingdom, E1 6HU. The company's principal activities and nature of its operations are disclosed in the directors' report.
The group consists of Virmati Energy Ltd and all of its subsidiaries.
1.1
Accounting convention
The Group financial statements have been prepared and approved by the directors in accordance UK-adopted international accounting standards (“UK-adopted IFRS”). The Company has elected to prepare its parent company financial statements in accordance with FRS 101.
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £'000.
The principal accounting policies adopted are set out below. The financial statements have been prepared on the historical cost basis except that the assets and liabilities are stated at their fair value as shown in note 27: Financial Instruments.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
● Cash flow statement and related notes;
● Disclosures in respect of capital management;
● Disclosures in respect of the compensation of Key Management Personnel;
As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
● IFRS 2 Share Based Payments in respect of group settled share-based payments
● Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures.
1.2
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Virmati Energy Ltd together with all entities controlled by the parent company (its subsidiaries) and the Group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the Group's financial statements from the date that control commences until the date that control ceases.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 20 -
1.3
Going concern
The Group and Company are funded by a mixture of equity and debt facilities; at the balance sheet date the Group had cash at bank of £32.9m.
The directors acknowledge that its business model to build out battery storage assets is capital intensive and during the period (4th July 2023), the Group secured a £200m investment from CVC DIF, formerly DIF Capital Partners (via its DIF Infrastructure VII fund) in the way of loan notes (see notes 22 & 23). The investment will allow Field to accelerate the development and buildout of its pipeline of grid-scale battery energy storage projects. At the period end, £75m of this facility had been drawn and an additional £15m was drawn post-year end, meaning there is £110m still available to the group at the date of the signing of these financial statements.
Base cash and downside scenario cash flow forecasts (which factor in an increase in costs) prepared by the directors, covering a period of at least 12 months from the reporting date, demonstrate that the Group and Company will have sufficient funds to meet its liabilities, without the need to raise further funding.
Consequently, the directors are confident that the Company and Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
1.4
Adopted IFRS not yet applied
The following Adopted IFRSs have been issued but have not been applied by the Company in these financial statements. Their adoption is not expected to have a material effect on the financial statements unless otherwise indicated (effective dates to be confirmed):
● Amendments to IFRS 9 Financial Instruments, Classification and Measurement of Financial Instruments
● Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates, Lack of Exchangeability
● IFRS 18 Presentation and Disclosure in Financial Statements
● IFRS 19 Subsidiaries without Public Accountability
1.5
Revenue
Revenue is related to the provision of energy storage through capacity market supply or generation under a third-party optimisation agreement.
The group has applied the IFRS 15 5 step model to its recognition of revenue which reflects the consideration the entity expects to receive under the terms of the agreement, over the period in which the service is delivered and recognised at a point in time.
Revenue is presented net of operating charges, contractual deductions and allowances deemed directly attributable to the provision of energy and excludes any administrative costs deducted at source.
Other operating income relates to contractual obligations or compensation for non-rendering of services which are not directly associated with primary operations of the asset.
1.6
Interest receivable and interest payable
Financing expenses include interest payable and finance charges on lease liabilities recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the income statement (see note 1.20: Foreign currency accounting policy). Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial time to be prepared for use, are capitalised as part of the cost of that asset.
Financing income comprise interest receivable on funds invested, and net foreign exchange gains. Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Foreign currency gains and losses are reported on a net basis.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 21 -
1.7
Intangible assets other than goodwill
Intangible assets relate to project and technology development activities that support its battery asset operations. Costs directly attributable to the development phase are capitalised only if the expenditure can be measured reliably, the future economic benefits are probable and separable from any future constructed asset and the Group continues to provide resources to complete the development. Subsequent measurement will be stated at cost less accumulated amortisation and any accumulated impairment loss. Research costs are expensed.
The estimated useful economic life of these assets are as follows:
Development costs are not amortised until ready for use.
1.8
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment loss. Cost includes expenditure that is directly attributable to the acquisition and construction in the location and condition necessary for it to be capable of operating in the manner intended by management. Costs include site preparation, planning, battery energy storage system (BESS), grid connection, civil engineering, cabling, professional fees, direct labour, cost of materials and other directly attributable costs such as borrowing costs. Variable payments that relate to the cost of the asset and future economic benefits are recognised per note 1.10.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The estimated useful lives are as follows:
Right-of-use asset land and buildings
over the lease term
Project asset; Batteries
10 years
Project asset; Plant and equipment
25 years
Computer equipment
3 years
Right-of-use asset vehicles
2 years
Assets under construction are not depreciated until they are ready for use.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.9
Leases
At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. 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. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 22 -
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.10
Non-current investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Variable payments that relate to the cost of the asset and future economic benefits are recognised under the liability approach. Under this approach, the Group includes the fair value of the variable payments in the initial cost of the asset at the date of acquisition and recognise a corresponding liability. In accounting for the liability, the Group follow the principles in IFRIC 1 and recognise changes in the liability that do not reflect the passage of time by adjusting the cost of the asset.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 23 -
1.11
Impairment of tangible and intangible assets
At each reporting end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.12
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.13
Financial assets
Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 24 -
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
Impairment of financial assets
Financial assets carried at amortised cost and fair value through other comprehensive income are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.14
Financial liabilities
The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 25 -
Hedge accounting
The Group has a gross exposure to future commitments to purchase BESS (Battery Energy Storage Systems), against the Group’s base currency (GBP). Where appropriate, the Group gains certainty over the sterling value of these future cash flows by entering into FX derivatives to manage the volatility of the contractual requirement.
The Group is economically exposed to the input commodity prices of the BESS, exposure is driven by the Group’s business plans to procure battery cells in the future from a supplier, the USD price of which varies up until a point depending on the supplier terms. The Group's policy is to reduce its cash flow volatility caused by commodity prices referenced in BESS supply contracts.
To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in the Consolidated Statement of Comprehensive Income for the year.
The gain or loss in other comprehensive income is reclassified to the Consolidated Statement of Comprehensive Income when the hedge relationship ends. Hedge accounting is discontinued when any of the following applies: the hedging instrument expires, no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised or the hedging instrument is terminated.
1.15
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity, in which case it is recognised directly in equity.
Current tax
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax
Deferred taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
However, for deductible temporary differences associated with investments in subsidiaries a deferred tax asset is recognised when the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are set off only where the Company has a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 26 -
1.16
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimation of the considerations required to settle the present obligation at the reporting date, considering the risks and uncertainties surrounding the obligation.
A provision is recognised when there is a legal obligation to decommission the asset. The provision is an estimation of the future costs, discounted over the life of the contractual obligation and is calculated using an estimation of costs related to the removal of the installed plant and site restoration. The provision is recognised during the construction of the asset, when construction is substantially complete and the amount can be estimated reliably.
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement in the periods during which services are rendered by employees.
1.19
Share-based payments
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.
The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.
For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Share-based payment transactions in which the Group receives goods or services by incurring a liability to transfer cash or other assets that is based on the price of the Group’s equity instruments are accounted for as cash-settled share-based payments. The fair value of the amount payable to employees is recognised as an expense, with a corresponding increase in liabilities, over the period in which the employees become unconditionally entitled to payment. The liability is remeasured at each balance sheet date and at settlement date. Any changes in the fair value of the liability are recognised as personnel expense in profit or loss.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 27 -
1.20
Foreign exchange
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the date the fair value was determined.
1.21
Called up share capital represents the nominal value of shares that have been issued.
Share premium represents the difference between the nominal value of shares issued and the issue price, net of transaction costs.
The share-based payments reserve represents the cumulative charge recognised on share-based payment transactions.
Retained earnings represent accumulated profits and losses to date.
Currency translation reserve represent the foreign exchange gain/loss on transactions incurred in the non-UK entities.
Hedging reserves represent the net gain/loss on hedged items.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 28 -
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Critical judgements
Acquisition of a group of assets that did not constitute a business
In determining that the acquisition of the subsidiaries did not constitute a business combination management assessed the inputs, outputs and processes of the subsidiaries. As a result of the stage of the development of the assets held within the subsidiaries, management has concluded that the subsidiaries did not constitute a business. Therefore, the acquisitions have not been accounted for as business combinations and instead treated as asset acquisitions under IFRS 3.
Revenue presentation
In determining the presentation of revenue, management has assessed that the third-party operator of an asset is deemed a managing agent. The operator does not have substantially all the economic benefit or sole right to direct the use of the asset, therefore third party charges are not sufficiently separable costs and are netted in the presentation of revenue.
Key sources of estimation uncertainty
Depreciation of project assets
In determining the depreciation of project assets, an estimate on the useful economic life of the batteries was determined by looking at the rate of degradation of the battery cells based on industry standard. A straight-line method was deemed appropriate as the batteries state of health would be affected by calendar degradation as well. The remainder of the asset is depreciated over a useful economic life of 25 years in line with industry standards.
3
Revenue
The Group's turnover all arose in the United Kingdom and relates to battery storage sites owned and operated by the Group. Turnover arises from the sale of electricity along with capacity market income.
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£'000
£'000
Exchange losses
58
-
Fees payable to the company's auditor for the audit of the company's financial statements
208
107
Depreciation of property, plant and equipment
691
192
Depreciation of right-of-use asset
270
227
Amortisation of intangible assets
50
-
Share-based payments
267
156
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 29 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
208
90
Audit of the financial statements of the company's subsidiaries
-
17
208
107
Included in the current year fee presented above is £49k that relates to final amounts billed for the prior year audit (2023: no such fees included).
6
Employees
The average monthly number of persons (including directors) employed by the group during the year was:
2024
2023
Number
Number
62
40
Their aggregate remuneration comprised:
2024
2023
£'000
£'000
Wages and salaries
6,442
3,932
Social security costs
870
499
Pension costs
73
137
7,385
4,568
7
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
345
175
8
Finance income
2024
2023
£'000
£'000
as restated
Interest income
1,825
1
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 30 -
9
Finance costs
2024
2023
£'000
£'000
as restated
Interest on lease liabilities
300
192
Interest on financial liabilities classified as measured at fair value through profit or loss
406
87
Interest on loans
4,705
38
Total interest expense
5,411
317
10
Other gains and losses
2024
2023
£'000
£'000
as restated
(Loss)/Gain on hedging instrument in a fair value hedge
(82)
538
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 31 -
11
Income tax expense
2024
2023
£'000
£'000
Deferred tax
Origination and reversal of temporary differences
(46)
46
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
2024
2023
£'000
£'000
Loss before taxation
(14,876)
(7,678)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 19.00%)
(3,719)
(1,459)
Effect of expenses not deductible in determining taxable profit
31
268
Unutilised tax losses carried forward
3,533
1,237
Permanent capital allowances in excess of depreciation
85
(3)
Depreciation on assets not qualifying for tax allowances
2
3
Share based payment charge
67
-
Deferred tax adjustments in respect of prior years
(46)
-
Other timing differences
1
-
Taxation (credit)/charge for the year
(46)
46
The Group has taxable trading losses of £32.3m (2023: £6.3m) and non-trade loan relationship losses of £1.2m (2023: £nil) that are available for offset against future taxable profits of the trades in which the losses arose. A potential deferred tax asset of £8.4m (2023: £1.2m) has not been recognised due to the uncertainty regarding the timing and size of future profits.
The Company has taxable trading losses of £18.3m (2023: £6.3m) that are available for offset against future taxable profits of the trades in which the losses arose. A potential deferred tax asset of £4.6m (2023: £1.2m) has not been recognised due to the uncertainty regarding the timing and size of future profits.
Corporation tax is calculated at 25.00% (2023: 19.00%) of the estimated taxable profit for the year, being the rate which has been enacted or substantively enacted by the reporting date that is expected to apply to the reversal of the timing difference.
On 3 March 2021, the Chancellor of the Exchequer announced in the Budget that the main rate of UK Corporation Tax for large companies (being those with profits in excess of £250k) will rise from 19% to 25% with effect from 1 April 2023, the 19% rate will continue to apply for companies with profits of not more than £50k and marginal relief will be applicable for companies earning profits between £50k and £250k. This change was substantively enacted on 24 May 2021 and as such any timing differences expected to reverse on or after 1 April 2023 have been measured by the Company at a rate of 25%.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 32 -
12
Intangible assets
Group
Software
Development costs
Acquired development costs
Total
£'000
£'000
£'000
£'000
Cost
At 31 March 2023
832
295
1,127
Additions
1,610
1,146
509
3,265
At 31 March 2024
2,442
1,441
509
4,392
Amortisation and impairment
Charge for the year
50
50
At 31 March 2024
50
50
Carrying amount
At 31 March 2024
2,442
1,441
459
4,342
At 31 March 2023
832
295
-
1,127
13
Intangible assets
Company
Software
Development costs
Total
£'000
£'000
£'000
Cost
At 31 March 2023
832
295
1,127
Additions
1,610
732
2,342
At 31 March 2024
2,442
1,027
3,469
Carrying amount
At 31 March 2024
2,442
1,027
3,469
At 31 March 2023
832
295
1,127
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 33 -
14
Property, plant and equipment
Group
Right-of-use asset vehicles
Right-of-use asset land and buildings
Assets under construction
Project asset; Plant and equipment
Computer equipment
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 April 2023
21
5,588
11,846
9,308
95
26,858
Additions
10
2,678
36,257
256
78
39,279
Disposals
(21)
(32)
(53)
At 31 March 2024
10
8,234
48,103
9,564
173
66,084
Accumulated depreciation and impairment
At 1 April 2023
14
298
166
29
507
Charge for the year
8
302
613
38
961
Eliminated on disposal
(21)
(21)
At 31 March 2024
1
600
779
67
1,447
Carrying amount analysed between owned assets and right-of-use assets
At 31 March 2024
Owned assets
-
-
48,103
8,785
106
56,994
Right-of-use assets
9
7,634
-
-
-
7,643
9
7,634
48,103
8,785
106
64,637
At 31 March 2023
Owned assets
-
-
11,846
9,142
66
21,054
Right-of-use assets
7
5,290
-
-
-
5,297
7
5,290
11,846
9,142
66
26,351
Security
TENT Holdings Limited (formerly known as TEEC Holdings Limited) holds a floating charge and fixed charge over the property, assets, rights and revenue held within V.E. Series B Holdings Co, V.E. Series B Borrower Co, Field Gerrards Cross Ltd and Field Oldham Ltd in respect of a loan facility made available to the Borrower Group.
Property, plant and equipment under construction
The amount of borrowing costs capitalised during the year was £1.8m (2023: £212k) with a capitalisation rate of 7.2% (2023: 7.2%).
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 34 -
15
Property, plant and equipment
Company
Computer equipment
Right-of-use asset vehicle
Total
£'000
£'000
£'000
Cost
At 1 April 2023
95
21
116
Additions
75
10
85
Disposals
(21)
(21)
At 31 March 2024
170
10
180
Accumulated depreciation and impairment
At 1 April 2023
29
14
43
Charge for the year
38
7
45
Eliminated on disposal
(21)
(21)
At 31 March 2024
67
67
Carrying amount analysed between owned assets and right-of-use assets
At 31 March 2024
Owned assets
103
-
103
Right-of-use assets
-
10
10
103
10
113
At 31 March 2023
Owned assets
66
-
66
Right-of-use assets
-
7
7
66
7
73
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 35 -
16
Investments
Non-current
2024
2023
£'000
£'000
Balance at 1 April 2023
7,138
4,422
Additions during the year
5,727
2,716
Balance at 31 March 2024
12,865
7,138
Investment in subsidiary undertakings
Details of the company's principal operating subsidiaries are included below.
17
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Address
Class of
% Held
2023
shares held
Direct
Indirect
Field Auchteraw Ltd
2
Ordinary
100.00
-
100.00% Direct
V.E. Series B Holdings Ltd
1
Ordinary
100.00
-
100.00% Direct
V.E. Series B Borrower Ltd
1
Ordinary
-
100.00
100.00% Indirect
Field Gerrards Cross Ltd
1
Ordinary
-
100.00
100.00% Indirect
Field Oldham Ltd
1
Ordinary
-
100.00
100.00% Indirect
Field Newport Ltd
1
Ordinary
100.00
-
100.00% Direct
Field Whitebirk Ltd
1
Ordinary
-
100.00
100.00% Direct
Field Devco Ltd
1
Ordinary
100.00
-
100.00% Direct
Field Growth Share Ltd
1
Ordinary
100.00
-
100.00% Direct
Field Holdings International Ltd
1
Ordinary
100.00
-
100.00% Direct
Field Italia S.r.l
3
Ordinary
-
100.00
100.00% Indirect
Field Corriemoillie Ltd
1
Ordinary
-
100.00
-
Field Knocknagael Ltd
1
Ordinary
-
100.00
-
Field Beauly Ltd
1
Ordinary
-
100.00
-
Field Spittal Ltd
1
Ordinary
-
100.00
-
Field Rigifa Ltd
1
Ordinary
-
100.00
-
Field Shurton Ltd
1
Ordinary
-
100.00
-
Field Castelluccio dei Sauri S.r.l
3
Ordinary
-
100.00
-
Field Italia BESS 1 S.r.l
3
Ordinary
-
100.00
-
Field Italia BESS 2 S.r.l
3
Ordinary
-
100.00
-
Field Italia BESS 3 S.r.l
3
Ordinary
-
100.00
-
Field Iberia Holdings S.L.
4
Ordinary
-
100.00
-
Field Iberia BESS 1 S.L.
4
Ordinary
-
100.00
-
Field Iberia BESS 2 S.L.
4
Ordinary
-
100.00
-
Field Iberia BESS 3 S.L.
4
Ordinary
-
100.00
-
Field Gaia Ltd
1
Ordinary
100.00
-
-
Field Drum Farm Ltd
2
Ordinary
-
100.00
-
Field Holmston Ltd
2
Ordinary
-
100.00
-
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
17
Subsidiaries
(Continued)
- 36 -
Registered office addresses (all UK unless otherwise indicated):
1 - Fora Montacute Yards, Shoreditch High Street, London, E1 6HU
2 - 9th Floor West Campbell Street, Glasgow, G2 6SE
3 - Corso Di Porta Vittoria 9, 20122 Milano (MI), Italy
4 - CL Gran Via De Les Corts Catalanes 630, 4, Spain
18
Trade and other receivables
Group
Current
Non-current
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Trade receivables
73
376
-
-
Other receivables
29,997
1,363
2,559
-
Prepayments and Accrued income
1,299
957
-
-
31,369
2,696
2,559
-
Included within Other receivables is a cash balance totalling £26.8m (2023: £nil). The funds are not considered readily available as the account is restricted until specific covenants are met under the facility to which the balance relates. These were met and the cash released in June 2024.
19
Trade and other receivables
Company
Current
Non-current
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Amounts owed by subsidiary undertakings
50,885
13,604
Other receivables
295
190
931
-
Prepayments and accrued income
280
137
-
-
575
327
51,816
13,604
The amounts due from group undertakings are classified as a non-current asset, as they are not anticipated to be settled by the group companies within 12 months following the date of this report. The balance outstanding attracts interest at 7.2% (2023: 7.2%).
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 37 -
20
Trade and other payables
Group
Current
Non-current
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Trade payables
633
1,713
Accruals
4,251
673
Social security and other taxation
371
168
Other payables
539
469
358
5,794
3,023
-
358
21
Trade and other payables
Company
Current
2024
2023
£'000
£'000
Trade payables
242
196
Accruals
1,014
643
Social security and other taxation
258
168
Other payables
525
12
2,039
1,019
22
Borrowings
Group
2024
2023
£'000
£'000
Borrowings held at amortised cost:
Interest-bearing loans and borrowings
34,118
3,866
Loan notes
77,520
-
111,638
3,866
Part of the borrowings relate to a debt facility of £37m which will be repaid over the loan term to 2031. At year end the facility has been fully drawn down subject to specific covenant conditions. The loan attracts interest at a rate of 7.7% (2023: 7.7%). The loan is held at amortised cost and stated net of transaction costs.
The remainder of the borrowings relate to a debt facility totalling £200m, of which £75m (2023: £nil) has been drawn. The loan attracts interest at a rate of 10% and is held at amortised cost and stated net of transaction costs. The loan is not repayable until 2031.
23
Borrowings
Company
2024
2023
£'000
£'000
Borrowings held at amortised cost:
Loan notes (see note 22)
77,520
-
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 38 -
24
Lease liabilities
Group
2024
2023
Maturity analysis
£'000
£'000
Within one year
367
247
In two to five years
1,725
1,006
In over five years
7,831
4,469
Total undiscounted liabilities
9,923
5,722
Future finance charges and other adjustments
(5,281)
(2,931)
Lease liabilities in the financial statements
4,642
2,791
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£'000
£'000
Current liabilities
88
74
Non-current liabilities
4,554
2,717
4,642
2,791
2024
2023
Amounts recognised in profit or loss include the following:
£'000
£'000
Interest on lease liabilities
300
192
25
Lease liabilities
Company
2024
2023
Maturity analysis
£'000
£'000
Within one year
5
6
In two to five years
3
-
Total undiscounted liabilities
8
6
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
25
Lease liabilities
(Continued)
- 39 -
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£'000
£'000
Current liabilities
5
6
Non-current liabilities
3
-
8
6
The Company has a single lease in respect of a company car. Typically, the lease terms do not impose any covenants other than the security interests held in the leased asset held by the lessor.
26
Provisions for liabilities
2024
2023
£'000
£'000
Decommissioning provision
818
257
All provisions are expected to be settled after more than 12 months from the reporting date.
Movements on provisions:
£'000
At 1 April 2023
257
Additional provisions in the year
551
Unwinding of discount
10
At 31 March 2024
818
The decommissioning provision relates to costs which are probable to be incurred on the leased property at the end of the lease term when there is a requirement to reinstate the leased property. The provision is calculated using an estimation of costs related to the removal of the installed plant and site restoration, discounted to present value over the contractual obligation.
The Company had no provisions at 31 March 2024 (2023: none).
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 40 -
27
Financial instruments
Overview
The Group has exposure to foreign currency, interest rate, credit and liquidity risk that arises in the normal course of the Group’s business. This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital.
(a) Fair value of financial instruments
Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. The Directors consider that the carrying value of financial instruments approximates their fair value.
The fair value of the Group's financial assets and liabilities are as follows:
2024
2023
£'000
£'000
Financial assets designated as fair value through profit and loss
Derivative assets
498
-
Financial assets at amortised cost
Cash and cash equivalents
32,882
8,257
Trade and other receivables
30,336
1,739
63,218
9,996
Financial liabilities at amortised cost
Trade and other payables
5,794
3,023
Borrowings
111,638
3,866
Leases
4,642
2,791
122,074
9,680
(b) Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's trade and other receivables. Management has a credit risk policy and exposure to credit risk is monitored on an ongoing basis.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
27
Financial instruments
(Continued)
- 41 -
(c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing its liquidity is to ensure, as far as possible, that it has sufficient liquidity available to meet its liabilities when due, both under normal and adverse economic conditions, without incurring unacceptable losses or risking damage to its reputation.
The following table details the remaining contractual maturity, including interest payments, for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.
Group
Less than 1 year
1 – 5 years
5+ years
Total
£'000
£'000
£'000
£'000
At 31 March 2023
Loans
649
2,923
11,456
15,028
Trade payables
1,713
-
-
1,713
Accruals
673
-
-
673
Other taxation and social security
168
-
-
168
Other payables
469
358
-
827
Lease liabilities
247
1,006
4,469
5,722
3,919
4,287
15,925
24,131
At 31 March 2024
Loans
2,913
13,068
223,490
239,471
Trade payables
633
-
-
633
Accruals
4,251
-
-
4,251
Other taxation and social security
371
-
-
371
Other payables
539
-
-
539
Lease liabilities
367
1,725
7,831
9,923
9,074
14,793
231,321
255,188
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
27
Financial instruments
(Continued)
- 42 -
The following table details the remaining contractual maturity, including interest payments, for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.
Company
Less than 1 year
1 – 5 years
5+ years
Total
£'000
£'000
£'000
£'000
At 31 March 2023
Loans
-
-
-
-
Trade payables
196
-
-
196
Accruals
643
-
-
643
Other taxation and social security
168
-
-
168
Other payables
12
-
-
12
Lease liabilities
6
-
-
6
1,025
-
-
1,025
At 31 March 2024
Loans
-
-
168,503
168,503
Trade payables
242
-
-
242
Accruals
1,014
-
-
1,014
Other taxation and social security
258
-
-
258
Other payables
525
-
-
525
Lease liabilities
5
3
-
8
2,044
3
168,503
170,550
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
27
Financial instruments
(Continued)
- 43 -
(d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments
Interest rate risk
Interest rate risk arises on 'interest-bearing loans and borrowings' (group) and 'loan notes' (group and company). Interest rates applicable to these balances are fixed and therefore not deemed to be a significant risk.
Foreign currency risk
The Group is exposed to foreign currency risk for transactions that are denominated in currencies other than the functional currencies of the relevant group company. The Group has a hedging policy in place to monitor and mitigate the impact of currency risk. The Company has entered into foreign currency exchange derivatives to reduce exposure to foreign exchange rate volatility and in respect of committed capital expenditure to manage the cash flow exposure of forecasted transactions denominated in foreign currency.
FX Options were entered into during the year, with an expiry date of June 2024. These option contracts consist of the commitment to purchase USD 10.75m for the fixed price of £8.63m.
FX Options were entered into during the year, with an expiry date of September 2024. These option contracts consist of the commitment to purchase USD 18.0m for the fixed price of £14.15m.
FX Forwards were entered into during the year, with an expiry date of September 2024. These forward contracts consist of the commitment to purchase USD 3.25m for the fixed price of £2.57m.
Commodity Forwards were entered into during the year, with an expiry date of June 2024. These forward contracts consist of the commitment to purchase lithium for the fixed price of USD 498k.
Commodity Forwards were entered into during the year, with an expiry date of September 2024. These forward contracts consist of the commitment to purchase lithium for the fixed price of USD 365k.
Hedging reserve
2024
2023
£'000
£'000
At the beginning of the year
127
Gains and losses on cash flow hedges
(69)
127
Basis adjustment on cash flow hedges
(127)
-
At the beginning and end of the year
(69)
127
Cash flow hedges
At 31 March 2024, the Group held the following instruments (2023: none) to hedge exposures to changes in foreign currency and commodity prices:
1-6 months
6-12 months
More than 1 year
Total
£'000
£'000
£'000
£'000
Foreign currency risk
Forward contracts
538
-
-
538
Options
3
-
-
3
Commodity risk
Forward contracts
(43)
-
-
(43)
498
-
-
498
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
27
Financial instruments
(Continued)
- 44 -
(e) Capital management
The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Board of Directors oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
28
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
73
137
The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
29
Cash absorbed by operations
2024
2023
£'000
£'000
Loss for the year
(14,830)
(7,724)
Adjustments for:
Finance costs
5,411
317
Finance income
(1,825)
-
Taxation
(46)
46
Amortisation and impairment of intangible assets
50
-
Depreciation and impairment of property, plant and equipment
961
419
Equity settled share based payment expense
267
156
Increase in trade and other receivables
(31,232)
(1,177)
Increase in trade and other payables
2,735
2,689
Increase in derivative financial instruments
(567)
-
Cash absorbed by operations
(39,076)
(5,274)
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 45 -
30
Share-based payments
The Company established a share scheme to provide long-term incentives to employees and senior management of the Group. Under the plan, participants are granted shares which are equity-settled by issuance of shares in the Company, and vest over 4 years with a 1-year cliff, as specified in the share agreement. Participation in the plan is at the board’s discretion, and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
The number of shares that will vest and the exercise price of shares depends on the terms specified in the share agreement. The vesting period is linked to continuing employment with the Group.
Set out below are summaries of shares granted under the plan:
Number of share options
2024
2023
Outstanding at 1 April 2023
108,735
108,735
Granted in the period
7,853
Forfeited in the period
(12,908)
Outstanding at 31 March 2024
103,680
108,735
Options granted during the year
Options granted in the year are set out below. Fair value was measured using Black-Scholes model.
2024
Inputs for model:
- Weighted average share price
£6.65
- Expected volatility
67.2%
- Expected life
4 years
- Risk free rate
3.65%
- Expected dividends yields
10%
Options outstanding
Expenses
£'000
£'000
Related to equity settled share based payments
267
156
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 46 -
31
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Authorised
Ordinary shares of 0.01p each
2,655,931
1,054,877
-
-
Series A shares of 0.01p each
376,517
376,517
-
-
Series B shares of 0.01p each
759,522
759,522
-
-
G shares of 0.01p each
186,022
59,753
-
-
Within the year, 1,601,054 ordinary shares were issued at £0.0001 and 126,269 growth shares were issued at £0.0352.
Ordinary shares - Ordinary shares have a nominal value of £0.0001. They entitle the holder to notice of and to attend, speak and vote at the general meetings of the company and to receive and vote on proposed written resolutions of the company. Holders are entitled to participate in dividends in proportion to their holdings. On winding up the Ordinary shares rank fourth in priority to the Series B, Series A and the Deferred shares and are entitled to capital distribution rights in proportion to the number of shares held.
Series A shares – Series A shares have a nominal value of £0.0001. They entitle the holder to notice of and to attend, speak and vote at the general meetings of the company and to receive and vote on proposed written resolutions of the company. Holders are entitled to participate in dividends in proportion to their holdings. On winding up the Series A shares rank second in priority to the Series B shares, followed by the Deferred shares, the Ordinary shares and the G shares respectively, and are entitled to capital distribution rights in proportion to the number of shares held.
Series B shares – Series B shares have a nominal value of £0.0001. They entitle the holder to notice of and to attend, speak and vote at the general meetings of the company and to receive and vote on proposed written resolutions of the company. Holders are entitled to participate in dividends in proportion to their holdings. On winding up the Series B shares rank first in priority, followed by the Series A shares, the Deferred shares, the Ordinary shares and the G shares respectively, and are entitled to capital distribution rights in proportion to the number of shares held.
G shares – G shares have a nominal value of £0.0001. They entitle the holder no right to receive notice of and nor to attend, speak and vote at the general meetings of the company and nor to receive and vote on proposed written resolutions of the company. Holders are not entitled to participate in dividends in proportion to their holdings. On winding up the G shares rank fifth in priority to the Series B shares, Series A shares, the Deferred shares and the Ordinary shares respectively, and are entitled to capital distribution rights in proportion to the number of shares held.
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 47 -
32
Capital commitments
At 31 March 2024, the Group has total capital commitments of £31,244,467 (2023: £9,564,195).
The Company had no capital commitments at 31 March 2024.
33
Events after the reporting date
Subsequent to year end, the Group acquired Keith Renewable Limited, adding to its growing pipeline of project assets.
34
Related party transactions
Transactions with other companies within the Group are not disclosed as the Company has taken advantage of the exemption from the requirement in IAS 24 ‘Related party disclosures’ to disclose related party
transactions entered into between two or more members of a group. Whilst transactions with 100% owned companies have not been shown, that the Company's receivables position at year-end is as per note 19 to the accounts.
At 31 March 2024 loan notes totalling £80,390k (2023: £nil) including interest accrued to that date, were held by UK Storage Participations Limited, a shareholder of the group. These are shown in note 22 (Group) and note 23 (Company).
There were no other transactions with related parties during the period (2023: none) that require disclosure.
The directors of the Company are deemed to be its key management personnel (see note 7).
Virmati Energy Ltd
Notes to the group financial statements (Continued)
For the year ended 31 March 2024
- 48 -
35
Change in presentation
During the year, the Group has changed the presentation of a number of captions within the financial statements to better reflect the ongoing operations. These changes are set out below:
- £539k of interest receivable and similar income presented in the prior year has been split into two separate line items of £1k finance income and £538k other gains and losses on the face of the Group Income Statement and are now reflected in separate notes (8 and 10);
- In Note 9 of the financial statements, £125k of other interest expense in the prior year has been split into two separate line items of £87k Interest on financial liabilities classified as measured at fair value through profit or loss and £38k interest on loans;
- £168k of tax payable, which was presented separately in the prior year, has now been presented within the trade and other payables caption of £3,023k on the face of the Group Statement of Financial Position; and
- £1,025k of creditors amounts falling due within one year in the prior year has been split into two separate line items of £1,019k trade and other payables, and £6k lease liabilities on the face of the Company Statement of Financial Position.
36
Ultimate parent and controlling party
The ultimate parent undertaking is Virmati Energy Ltd. There is no ultimate controlling party.
2024-03-312023-04-01falseCCH SoftwareCCH Accounts Production 2023.300A GudkaS J WhiteC BouwmeesterL CerulusT HinrikusP J SutterbyC D 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