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xbrli:shares iso4217:GBP xbrli:pure

Registered number: 11062616










CONNECTED KERB LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CONNECTED KERB LIMITED
 

COMPANY INFORMATION


Directors
N A Dobie (resigned 15 November 2023)
P E Howe 
S J Richardson (resigned 15 November 2023)
J Davenport 
C R Pateman-Jones 
L C Slade 
I Shervell 
A Irwin (resigned 3 February 2025)
C W G Herriott (appointed 17 October 2024, resigned 3 February 2025)
A Chester (appointed 3 February 2025)




Company secretary
P E Howe



Registered number
11062616



Registered office
C/O James Cowper Kreston
2 Communications Road

Greenham Business Park

Newbury

United Kingdom

RG19 6AB




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

201 Cumnor Hill

Oxford

Oxfordshire

OX2 9PJ





 
CONNECTED KERB LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditor's Report
 
5 - 8
Statement of Comprehensive Income
 
9
Balance Sheet
 
10
Statement of Changes in Equity
 
11
Statement of Cash Flows
 
12 - 13
Analysis of Net Debt
 
14
Notes to the Financial Statements
 
15 - 38


 
CONNECTED KERB LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their strategic report on the Company for the year ended 31 December 2023.
Principal activities
During the financial year the principal continuing activities of the Company consisted of:
• The continued production of long life, modular, fast (below 23kW) electric vehicle charge points
• Expansion of the UK EV public charging network alongside our local council and commercial partners
• Management of the fastest growing fast charging public network in the UK

Business review
 
During the year, Connected Kerb generated revenues of £10,450,896 (2022: £7,918,733), representing an increase of £2,532,163 or 32% from the prior year. The Company continues to be focused on expanding its public EV charging infrastructure network across the UK.
EV charging revenues grew from £256,473 in 2022 to £733,526 in 2023, representing growth of £477,053 or 186%, driven primarily from expansion of the UK charging network.
The growth of the business (with average full-time employees increasing from 77 in 2022 to 120 in 2023, as disclosed in note 8) has led to an increase in the Company's administrative expenses, which have increased from £11,789,366 (as restated - see note 9) to £16,555,741. This increase, of 40%, is above the growth in revenue as the Company scales to deliver its pipeline of work.
Funding
In September 2022, the Company announced it had secured an initial £110.0m from Aviva Investments, to support the Company's roll out of co-funded EV infrastructure. An initial tranche of £12.4m was received from Aviva during 2022, with additional tranches received during 2023 amounting to £23.0m. In addition to these the Company’s investors have provided loans amounting to £3.3m in 2023 and a further £9.5m in 2024, ensuring its ability to meet its ongoing commitments. In January 2025, the Company concluded a further round of funding, securing an addition £55m from the National Wealth Fund with £20m being received in the first tranche. At the same time the existing preference shares and loans plus interest were converted into equity shares (see note 30).
EV charging
The Company continued to accelerate the deployment of EV charging points across the UK's public space, ending 2023 with a total of 5,514 sockets installed (2022: 3,314) in the UK, a growth of 66% year on year. The energy vended grew from 1,100 MWh in 2022 to 3,850 MWh in 2023, an increase of 250% year on year.

Principal risks and uncertainties
 
The main risks faced by the Company are the impact of central government policies on the speed of adoption of electric vehicles by the public, the delivery of a successful LEVI program to support local councils in their roll out of a public charging network and impact of global events on the supply chain of both electric vehicles and components for the production of electric vehicle chargers. 
The Company is well placed - due to the modular design of its charging points - to weather supply chain shocks as it has the ability to substitute key components in its production process. The business is actively engaged with the UK government departments responsible for setting EV adoption targets and has developed its internal forecasts and targets in line with the growth trajectory set out within the UK Government Zero Emission Vehicles (ZEV) Mandate. The LEVI program, having been announced in March 2022, is only now in late 2024/early 2025 starting to see the volume of tenders issued reaching the levels that were initially anticipated in late 2022. The Company is well placed to secure a portion of these LEVI tenders (on top of existing secured contracts) to meet its growth objectives.

Page 1

 
CONNECTED KERB LIMITED
 

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

Outlook
 
2024 and beyond will see the Company continuing to invest in its public EV charging infrastructure across the UK, with significant growth in the number of both its on-street and car park fast charging sites. The Company will continue to develop its co-funding model for EV charging infrastructure deployment and ensuring that it is using clean, renewable energy to power its UK public charging network.


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



................................................
P E Howe
Director

Date: 13 March 2025

Page 2

 
CONNECTED KERB LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Principal activity

The principal activity of the Company is the development, installation and operation of electric vehicle charging points.

Directors

The Directors who served during the year were:

N A Dobie (resigned 15 November 2023)
P E Howe 
S J Richardson (resigned 15 November 2023)
J Davenport 
C R Pateman-Jones 
L C Slade 
I Shervell 
A Irwin (resigned 3 February 2025)
C W G Herriott (appointed 17 October 2024, resigned 3 February 2025)

Results and dividends

The loss for the year, after taxation, amounted to £19,126,542 (2022 restated (see note 9) - loss £10,945,786).

No dividends have been declared during the year ended 31 December 2023 (2022: £nil).

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

Matters covered in the Strategic Report

Certain matters that would otherwise be disclosed in the Directors' Report are disclosed in the Strategic Report.

Page 3

 
CONNECTED KERB LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

For information on post balance sheet events see note 30 to the financial statements.

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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



................................................
P E Howe
Director

Date: 13 March 2025

Page 4

 
CONNECTED KERB LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONNECTED KERB LIMITED
 

Opinion


We have audited the financial statements of Connected Kerb Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


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


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


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


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Other information


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


We have nothing to report in this regard.


Page 5

 
CONNECTED KERB LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONNECTED KERB LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of Directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
CONNECTED KERB LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONNECTED KERB LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
Enquiry of management and those charged with governance around actual and potential litigation and            claims;
Reviewing minutes of meetings of those charged with governance;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance                      with applicable laws and regulations.
Performing audit work over the risk of management override of controls, including testing of journal                 entries and other adjustments for appropriateness, evaluating the business rationale of significant         transactions outside the normal course of business and reviewing accounting estimates for bias.



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


Page 7

 
CONNECTED KERB LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONNECTED KERB LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





James Pitt BA BFP FCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
201 Cumnor Hill
Oxford
Oxfordshire
OX2 9PJ

13 March 2025
Page 8

 
CONNECTED KERB LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
10,450,896
7,918,733

Cost of sales
  
(11,694,548)
(7,910,444)

Gross (loss)/profit
  
(1,243,652)
8,289

Administrative expenses
  
(16,555,741)
(11,789,366)

Other operating income
 5 
134,157
359,159

Operating loss
 6 
(17,665,236)
(11,421,918)

Interest receivable and similar income
 10 
486
-

Interest payable and similar expenses
 11 
(1,381,241)
(2,801)

Loss before tax
  
(19,045,991)
(11,424,719)

Tax on loss
 12 
(80,551)
478,933

Loss for the financial year
  
(19,126,542)
(10,945,786)

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

The notes on pages 15 to 38 form part of these financial statements.

Page 9

 
CONNECTED KERB LIMITED
REGISTERED NUMBER: 11062616

BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible fixed assets
 13 
5,092,900
1,858,244

Tangible fixed assets
 14 
421,884
340,486

  
5,514,784
2,198,730

Current assets
  

Stocks
 15 
3,115,851
1,140,219

Debtors: amounts falling due within one year
 16 
7,246,463
6,418,293

Cash at bank and in hand
 17 
2,844,847
1,277,268

  
13,207,161
8,835,780

Creditors: amounts falling due within one year
 18 
(23,100,782)
(4,785,518)

Net current (liabilities)/assets
  
 
 
(9,893,621)
 
 
4,050,262

Total assets less current liabilities
  
(4,378,837)
6,248,992

Creditors: amounts falling due after more than one year
 19 
(7,724,997)
(11,240)

Provisions for liabilities
  

Provisions
 22 
(94,339)
(94,339)

  
 
 
(94,339)
 
 
(94,339)

Net (liabilities)/assets
  
(12,198,173)
6,143,413


Capital and reserves
  

Called up share capital 
 23 
96
16

Share premium account
  
25,968,051
25,183,175

Profit and loss account
  
(38,166,320)
(19,039,778)

  
(12,198,173)
6,143,413


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



................................................
P E Howe
Director

Date: 13 March 2025

The notes on pages 15 to 38 form part of these financial statements.

Page 10

 
CONNECTED KERB LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023 (as previously stated)
16
25,183,175
(18,037,278)
7,145,913

Prior year adjustment - see note 9
-
-
(1,002,500)
(1,002,500)

At 1 January 2023 (as restated)
16
25,183,175
(19,039,778)
6,143,413



Loss for the year
-
-
(19,126,542)
(19,126,542)

Convertible preference share adjustment - see note 19
80
795,844
-
795,924

Other share adjustment movement
-
(10,968)
-
(10,968)


At 31 December 2023
96
25,968,051
(38,166,320)
(12,198,173)



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
13
8,458,415
(8,093,992)
364,436



Loss for the year (as restated - see note 9)
-
-
(10,945,786)
(10,945,786)

Shares issued during the year (as restated - see note 9)
3
16,724,760
-
16,724,763


At 31 December 2022
16
25,183,175
(19,039,778)
6,143,413


The notes on pages 15 to 38 form part of these financial statements.

Page 11

 
CONNECTED KERB LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(19,126,542)
(10,945,786)

Adjustments for:

Amortisation of intangible assets
520,552
135,686

Depreciation of tangible assets
195,641
153,065

Interest paid
1,381,241
2,801

Interest received
(486)
-

Taxation charge
(32,568)
(478,933)

(Increase) in stocks
(1,975,632)
(433,965)

(Increase) in debtors
(917,563)
(4,036,566)

(Decrease)/increase in creditors
(372,746)
1,837,728

Increase in provisions
-
35,158

Intangible asset recognition - service concession arrangements
(3,531,378)
(1,945,887)

Corporation tax received
121,961
48,436

Foreign exchange
9,639
13,354

Net cash generated from operating activities

(23,727,881)
(15,614,909)


Cash flows from investing activities

Purchase of intangible fixed assets
(302,779)
-

Purchase of tangible fixed assets
(198,090)
(260,615)

Interest received
486
-

Net cash from investing activities

(500,383)
(260,615)

Cash flows from financing activities

Issue of ordinary shares, net of issue costs
-
15,069,763

Issue of convertible preference shares, net of issue costs
22,550,000
-

New unsecured loans
3,250,000
-

Repayment of bank loans
(4,157)
(5,495)

Issue of convertible loan notes
-
1,655,000

Interest paid
-
(2,801)

Net cash used in financing activities

25,795,843
16,716,467
Page 12

 
CONNECTED KERB LIMITED
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Net increase in cash and cash equivalents
1,567,579
840,943

Cash and cash equivalents at beginning of year
1,277,268
436,325

Cash and cash equivalents at the end of year
2,844,847
1,277,268


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,844,847
1,277,268

2,844,847
1,277,268


The notes on pages 15 to 38 form part of these financial statements.

Page 13

 
CONNECTED KERB LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

1,277,268

1,567,579

2,844,847

Debt due after 1 year

(11,240)

(7,710,757)

(7,721,997)

Debt due within 1 year

(5,000)

(18,765,753)

(18,770,753)


1,261,028
(24,908,931)
(23,647,903)

The notes on pages 15 to 38 form part of these financial statements.

Page 14

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Connected Kerb Limited is a private limited company, incorporated and domiciled in England and Wales. The registered office of the Company is C/O James Cowper Kreston, 2 Communications Road, Greenham Business Park, Newbury, United Kingdom, RG19 6AB. The trading address of the Company is 51-52 Frith Street, London, England, W1D 4SH.
The principal activity of the Company is the development, installation and operation of electric vehicle charging points.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are rounded to the nearest pound Sterling.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are required to be excluded from consolidation by section 402 of the Companies Act 2006.

The Company holds a 100% shareholding in its dormant subsidiary, Connected Kerb, Inc., registered in Delaware, USA.

Page 15

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Company is continuing to expand its network of providing electric vehicle charging points across the United Kingdom. During the year ended 31 December 2023, the Company issued Convertible Preference Shares of £23,000,000 and generated additional loan funding of £3,250,000 to support its development.
During the year ended 31 December 2023, the Company incurred a net loss before tax of £19,045,991 (2022 as restated: £11,424,719) and as at 31 December 2023, the Company had cash and cash equivalents of £2,844,847 (2022: £1,277,268). 
Subsequent to the period end, the Company received further loans from an existing investor of £9,500,000. On 24 January 2025, the Company successfully completed a fundraise, generating £20,000,000 in cash from the issue of 32,473 Ordinary A shares, with a further £35,000,000 receivable in two further tranches up to January 2028 subject to certain growth targets being met by set dates.
The Directors have prepared forecasts covering a period of at least 12 months from the approval of these financial statements. These forecasts include key assumptions in relation to existing and new contracts and the ongoing growth anticipated in relation to the electric vehicle market. The Directors are confident of achieving the targets set in the subscription agreement relating to the above  fundraise by the pre-determined dates. However, the Directors have considered an alternative scenario whereby these targets are not met within 12 months from approval of the financial statements, this assumption continuing to support the Company being a going concern.
Based on the above, the Directors consider it appropriate that the financial statements are prepared on the going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 16

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 
The Company recognises revenue from construction and installation of electric vehicle charge points and power revenue from the use of the electric vehicle charge points. The Company unbundles its contractual obligations into a construction recognition period (rendering of services) and power generation period.
The following criteria must also be met before revenue is recognised:

Rendering of services

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

Power generation revenue arising from the use of electric vehicle charge points is recognised in the period the power is consumed by users. Profit share arrangements are accounted over the same related period in which the revenue is recognised.
The Company considers the cost of its warranty obligation in relation to electric vehicle charge points is immaterial to the financial statements.

Page 17

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.6

Service concession arrangements

The Company has certain contracts with customers whereby the Company provides electric vehicle charging points and associated services to public sector bodies. The Company recognises such contracts as service concession arrangements as the public sector body (the grantor) controls and regulates what the Company provides and the grantor controls, through ownership, the beneficial entitlement of assets.
The Company recognises service concession arrangements applying the bifurcated model. Revenue for construction and installation of electric vehicle charging points is recognised using the stage of completion basis from which a financial asset is recognised to the extent to which the Company has an unconditional contractual right to receive cash from, or at the direction of, the grantor for the construction services. The Company recognises an intangible asset at fair value for the consideration receivable to the extent that the Company receives a right to charge users of the public service. 
The Company derecognises the financial asset at the point which contractual cash flows are received throughout the life of the contract. The intangible asset is amortised from the point at which the Company generates cash inflows from its right to charge electricity to the public. The intangible asset is amortised over the life of the contract which ranges from 5-20 years.
Some contracts contain revenue share agreements which comprise of an agreement with the customer by which the customer receives a share of the power revenue generated by the Company. The Company collects the payment from the end user and remits the payment to the customer.

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. 
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Government grants

Grants are accounted under the accruals or performance obligation model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 18

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.12

Borrowing costs

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

 
2.13

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.14

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.15

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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


Page 19

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.17

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Hardware
-
33%-50%
Fixtures and fittings
-
20%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.19

Debtors

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

Page 20

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.20

Cash and cash equivalents

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

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

 
2.21

Creditors

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

 
2.22

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.23

Financial instruments

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

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the
Page 21

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.23
Financial instruments (continued)

present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

The proceeds received on issue of the Company's Convertible Preference Shares are allocated into their liability and equity components. The amount initially attributed to the liability component equals the present value of the future contractual cash flows discounted using a market rate of interest that would be payable on a similar instrument. The equity element is calculated as any residual value. Subsequently, the liability component is accounted for as a financial liability measured at amortised cost until conversion of the Convertible Preference Shares. 

  
2.24

Long-term incentive plan

The Company has recognised the cost of a long-term incentive plan to a Director. The charge is based on the fair value of the Company's shares and recognised in the Statement of Comprehensive Income at the point the conditions of the plan were satisfied.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The Company makes estimates and assumptions concerning the future and judgements in applying the Company's accounting policies. The resulting accounting estimates will, by definition, seldom equal the actual results. The following estimates and assumptions have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.
Stage of completion
The Company uses the percentage of completion method to determine the recognition of revenue on construction projects. The percentage of completion method depends on an accurate assessment of the costs to complete the contract. These assessments are made by personnel who have adequate and sufficient knowledge of the contracts as appropriate. The nature of the estimations means that actual outcomes may differ from those made in forecasts and budgets. If the outcome of a contract is that contract costs exceed total contract revenue, the estimated loss is recognised immediately.
Service concession arrangements
The Company has certain contracts with customers whereby the Company provides electric vehicle charging points and associated services to public sector bodies. The Company recognises such contracts as service concession arrangements as the public sector body (the grantor) controls and regulates what the Company provides and the grantor controls, through ownership, the beneficial entitlement of assets.
The Company recognises service concession arrangements applying the bifurcated model. Revenue for construction and installation of electric vehicle charging points is recognised using the stage of completion basis from which a financial asset is recognised to the extent to which the Company has an unconditional contractual right to receive cash from, or at the direction of, the grantor for the construction services. The percentage of completion method depends on an accurate estimate of the costs to complete the contract. 
 
Page 22

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.Judgements in applying accounting policies (continued)


Furthermore, the Company must estimate the fair value receivable in respect of construction services provided under service concession arrangements. The estimation of fair value requires the Directors to determine the best estimate of the profitability of the construction work undertaken.
These estimates are made by personnel who have adequate and sufficient knowledge of the contracts. The nature of the estimations mean that actual outcomes may differ from those made in forecasts and budgets.
Convertible Preference Shares
During the year ended 31 December 2023, the Company allotted 2,300,000 Convertible Preference Shares for £23,000,000 which are non-redeemable and pay a fixed coupon. The Directors have considered the present value of the future contractual cash flows, applying a discount rate of SONIA + 5% which they consider represents the market rate of interest for a similar liability.
Share-based payments
The fair value of the share options at the date of grant is determined using the Black-Scholes model. This model uses key assumptions including the risk free rate, volatility and share price fair value. The fair value of the options at the date of grant is charged to the Statement of Comprehensive Income. The terms of the share options requires the Directors to determine the expected vesting period. Any revision in the vesting period would have a resulting impact on any charge recognised.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Installation revenue
6,185,992
5,716,373

Power revenue
733,526
256,473

Service concession arrangement revenue
3,531,378
1,945,887

10,450,896
7,918,733


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
10,450,896
7,918,733



5.


Other operating income

2023
2022
£
£

Government grants receivable
21,038
359,159

Research and development expenditure credit
113,119
-


Page 23

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
9,639
13,354

Operating lease rentals
620,902
356,512

Amortisation
520,552
135,686

Depreciation
195,641
153,065


7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
78,000
68,750

Corporation tax compliance
2,500
2,250

Page 24

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including Directors' remuneration, were as follows:


As restated
2023
2022
£
£

Wages and salaries
7,828,590
7,296,804

Social security costs
1,313,321
663,358

Cost of defined contribution scheme
122,899
53,972

9,264,810
8,014,134


See note 9 for further information on the prior year adjustment.

The average monthly number of employees, including the Directors, during the year was as follows:


        2023
        2022
            No.
            No.







Sales
29
19



Delivery
16
12



Technology
16
9



Operations
16
8



Marketing
10
7



Administration
33
22

120
77

Page 25

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Directors' remuneration

As restated
2023
2022
£
£

Directors' emoluments
584,623
2,807,554

Company contributions to defined contribution pension schemes
4,293
5,064

588,916
2,812,618


During the year retirement benefits were accruing to 4 Directors (2022 - 4) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £174,491 (2022 as restated - £2,381,131).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,321 (2022 - £1,101).

During the year ended 31 December 2022, the Company remunerated £2,070,764, excluding employer's national insurance, to a Director in the form of a bonus under a long-term incentive scheme. This was in recognition of the growth of the business over the period 2018 to 2022 and the successful conclusion of the Company's 2022 fundraising process with Aviva Investors. The bonus has been included within Directors’ emoluments.
The Directors have presented the bonus as exceptional expenditure as it is considered this is significant to the financial statements and one-off in nature.
Prior year adjustment
During the preparation of the financial statements, the Directors identified a prior year adjustment in respect of the above long-term incentive scheme bonus of £1,002,500 which had been incorrectly deducted from share premium in the prior period. To correct this, the Directors have restated the prior period comparatives, resulting in an increase to Directors' remuneration, in administrative expenses, of £1,002,500 for the year ended 31 December 2022 and a decrease in share premium as at 31 December 2022 of £1,002,500.


10.


Interest receivable

2023
2022
£
£


Other interest receivable
486
-

Page 26

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest
-
2,801

Other loan interest payable
139,027
-

Convertible preference share interest payable
1,242,214
-

1,381,241
2,801


12.


Taxation


2023
2022
£
£

Corporation tax


Research and development tax credit
-
(478,933)

Adjustments in respect of previous periods
53,459
-


Tax on research and development expenditure credits
27,092
-

Total tax
80,551
(478,933)
Page 27

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

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

As restated
2023
2022
£
£


Loss on ordinary activities before tax
(19,045,991)
(11,424,719)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(4,475,808)
(2,170,697)

Effects of:


Fixed asset differences
-
(16,322)

Expenses not deductible for tax purposes
41,508
102,999

Additional deduction for R&D expenditure
-
(354,712)

Surrender of tax losses for R&D tax credit refund
-
148,634

Remeasurement of deferred tax for changes in tax rates
(385,267)
(511,737)

Deferred tax not recognised
4,782,898
2,132,237

Adjustments to tax in respect of previous periods
53,459
-

Other differences leading to an increase (decrease) in the tax charge
63,761
190,665

Total tax charge for the year
80,551
(478,933)

The Company has unutilised trading tax losses of £34,864,885 (2022: £16,151,560) available to carry forward against future trading profits. No deferred tax asset has been recognised in respect of these amounts due to the unpredictability of future taxable profits.

Page 28

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets




Service concession arrangements
Computer software
Total

£
£
£



Cost


At 1 January 2023
1,993,930
-
1,993,930


Additions
3,531,378
198,090
3,729,468


Transfer from tangible fixed assets
-
25,740
25,740



At 31 December 2023

5,525,308
223,830
5,749,138



Amortisation


At 1 January 2023
135,686
-
135,686


Charge for the year
457,431
63,121
520,552



At 31 December 2023

593,117
63,121
656,238



Net book value



At 31 December 2023
4,932,191
160,709
5,092,900



At 31 December 2022
1,858,244
-
1,858,244



Page 29

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets





Hardware
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
425,650
30,231
241,912
697,793


Additions
230,899
39,959
31,921
302,779


Transfer to intangible fixed assets
(25,740)
-
-
(25,740)



At 31 December 2023

630,809
70,190
273,833
974,832



Depreciation


At 1 January 2023
283,901
10,681
62,725
357,307


Charge for the year
98,856
8,558
88,227
195,641



At 31 December 2023

382,757
19,239
150,952
552,948



Net book value



At 31 December 2023
248,052
50,951
122,881
421,884



At 31 December 2022
141,749
19,550
179,187
340,486


15.


Stocks

2023
2022
£
£

Consumable stock
3,115,851
1,140,219



16.


Debtors

2023
2022
£
£


Trade debtors
725,614
2,019,202

Other debtors
499,357
1,021,688

Prepayments and accrued income
3,036,941
1,762,326

Financial asset - service concession arrangements
2,473,050
1,014,183

Corporation tax receivable
511,501
600,894

7,246,463
6,418,293


Page 30

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
2,844,847
1,277,268



18.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
5,000
5,000

Other loans
3,387,815
-

Trade creditors
1,510,032
1,530,661

Other taxation and social security
224,055
317,698

Convertible Preference Shares
15,377,938
-

Other creditors
17,654
537,571

Accruals and deferred income
2,578,288
2,394,588

23,100,782
4,785,518


See note 20 for further details on bank and other loans and note 19 for further details on Convertible Preference Shares.

Page 31

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
7,083
11,240

Convertible Preference Shares
7,717,914
-

7,724,997
11,240


During the year ended 31 December 2023, the Company allotted 2,300,000 convertible preference shares for total consideration of £23,000,000 as follows:
- On 20 January 2023, 1,500,000 Convertible Preference Shares were allotted for total consideration of £15,000,000.
- On 15 November 2023, 800,000 Convertible Preference Shares were allotted for total consideration of £8,000,000.
At 31 December 2023, the liability in relation to these Convertible Preference Shares includes £1,242,214 of accrued interest. 
The terms of these Convertible Preference Shares are non-redeemable and pay a fixed coupon of 8%-12%. The Directors consider the Convertible Preference Shares contain both equity and liability elements and have accounted for £795,924 within equity, representing the Directors' estimate of the present value of the future contractual cash flows discounted at a market rate of interest. 
At 31 December 2023, the Convertible Preference Shares were convertible into equity of the Company on the first business day falling 18 months from the date of the issue of each tranche of Convertible Preference Shares.
Subsequent to the year-end, the Convertible Preference Shares were converted into equity. See note 30 for further information.

Page 32

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
5,000
5,000

Other loans
3,387,815
-

Amounts falling due 1-2 years

Bank loans
7,083
10,000

Amounts falling due 2-5 years

Bank loans
-
1,240


3,399,898
16,240


Bank loans represent a Bounce Back loan of £25,000 received on 12 May 2020. This loan was subject to an interest and repayment holiday up to 12 June 2021. With effect from 12 June 2021, the loan is repayable in equal installments with a final repayment date of 12 June 2027, is unsecured and is interest bearing at a rate of 2.5% per annum.
Other loans represents amounts received from an investor and a third party of £3,250,000, inclusive of accumulated interest as at 31 December 2023 of £137,815. These loans are unsecured and interest bearing at rates between 15%-24%. At 31 December 2023, the loans, inclusive of accumulated interest, were repayable as follows:
- £1,040,274 is repayable on demand;
- £1,063,123 is repayable on the earlier of 25 April 2024 or following the close of a material Fund Raise, being any funding transaction resulting in net proceeds of at least £4,000,000;
- £1,284,418 is repayable on 26 January 2024.
Subsequent to the year-end on 24 January 2025, of the total loans payable, £2,750,000 exclusive of interest were converted into Ordinary shares on on 24 January 2025. £500,000 was repaid to the third party.

Page 33

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Financial instruments

2023
2022
£
£

Financial assets


Cash at bank and in hand
2,844,847
1,277,268

Financial assets measured at amortised cost
3,698,021
4,055,073

6,542,868
5,332,341


Financial liabilities


Financial liabilities measured at amortised cost
30,327,282
4,083,279


Financial assets measured at amortised cost comprise trade debtors, other debtors and financial assets recognised in accordance with service concession arrangements.


Financial liabilities measured at amortised cost comprise trade creditors, other creditors, accruals, bank loans, other loans and convertible preference shares.


22.


Provisions





Dilapidation provision
Onerous contract provision
Total

£
£
£





At 1 January 2023
59,181
35,158
94,339



At 31 December 2023
59,181
35,158
94,339

The dilapidation provision represents Management's best estimate of the expected cost to return leased premises to the condition at the commencement of the lease.
The onerous contract provision represents Management's best estimate of the expected costs not recoverable to complete contracted construction agreements. This provision is expected to be utilised within 12 months from the balance sheet date.

Page 34

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



955,215 (2022 - 159,201) Ordinary shares of £0.0001 each
96
16


As per note 19 above, £795,924 Convertible Preference Shares have been accounted for as equity at 31 December 2023.
Ordinary shareholders are entitled to one vote per share and entitle the holder to participate in dividend distributions and capital distributions (including on winding up).


24.


Reserves

Share premium account

The share premium account represents amounts received in excess of the nominal value of shares.

Profit and loss account

The profit and loss account represents the accumulated profits and losses of the Company.

Page 35

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Share-based payments

During the year ended 31 December 2023, the Company allotted 6,005 share options to employees. The fair value of the options are measured by the use of a Black-Scholes pricing model. Inputs include fair value of the Company's shares, exercise price, volatility, expected life of the option and the risk-free interest rate. The Directors have assessed the volatility of the share price with reference to comparative companies and historical data.
All options have a maximum term of 10 years and employees must remain in employment with the Company to exercise their options at the point of the options vesting. The vesting criteria are for the Company to achieve an Exit Event, being either an IPO or sale of the Company.

Weighted average exercise price (pence)
2023
Number
2023

Granted during the year

25,661

10,251

Outstanding at the end of the year
25,661

10,251


2023

Option pricing model used


Black-Scholes

Weighted average share price (pence)


62,500

Exercise price (pence)


100 - 64,300

Weighted average contractual life (days)


3,171

Expected volatility


55%

Risk-free interest rate


4.125%


2023
£


Equity-settled schemes
-

The Company has not recognised a charge in respect of share-based payments for the year ended 31 December 2023 as the impact is not material.


26.


Contingent liabilities

The Company was not registered for the Construction Industry Scheme whilst undertaking certain construction related services up to 31 December 2023. The Directors recognise a possible but uncertain obligation exists for settlement of taxes and penalties up to £2,100,000 in relation to construction services performed to 31 December 2023. The Directors consider this represents the maximum possible liability.

Page 36

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £122,899 (2022: £70,153). Contributions totaling £nil (2022: £25,357) were payable to the fund at the balance sheet date and are included in creditors.


28.


Commitments under operating leases

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

2023
2022
£
£


Not later than 1 year
233,323
176,162

Later than 1 year and not later than 5 years
424,133
82,459

657,456
258,621


29.


Related party transactions

At 31 December 2023, £17,608 was owed by (2022: £387,478) the Company in respect of Directors' loan accounts. These amounts are unsecured, non-interest bearing and repayable on demand.
Total remuneration in respect of key management personnel is £762,714 (2022: £2,951,779).

Page 37

 
CONNECTED KERB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

30.


Post balance sheet events

Between 12 July 2024 and 18 December 2024, the Company received loans from an investor of £9,500,000.
Furthermore, on 24 January 2025 the Company successfully completed a fundraise that resulted in the following transactions taking place: 
a) Of loan notes payable of £1,000,000 as at 31 December 2023, £500,000 plus interest was converted into 800 Ordinary shares at £625 per Ordinary share and £500,000 plus interest was repaid to the loan provider;
b) £2,300,000 of Convertible Preference Shares were converted into 39,493 Ordinary shares at £625 each;
c) £2,257,507 of Convertible Preference Shares were converted into one Deferred share at £0.0001 per share;
d) £11,750,000 of loans received from an investor, plus interest, were converted into 20,420 Ordinary shares at £625 per share;
e) The Company allotted 1,600 Ordinary A shares of £0.0001 nominal value each to an existing investor for total consideration of £1,000,000;
f) The Company allotted 32,473 Ordinary A shares of £0.0001 nominal value each to a new investor for total consideration of £20,000,000.
g) On 3 February 2025, 224,350 Ordinary shares of £0.0001 nominal value each were redesignated as 224,350 Ordinary B shares.


31.


Controlling party

In the opinion of the Directors there is no ultimate controlling party.

Page 38