Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
COMPANY INFORMATION
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IDUNA INFRASTRUCTURE LIMITED
CONTENTS
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IDUNA INFRASTRUCTURE LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2024.
The principal activities of the Group are to develop, own, operate and maintain a nationwide network of electric vehicle chargers for use by the public, and to support the united Kingdoms need for the electrification of transport.
During 2024, the Group secured a £55 million facility of debt financing from NatWest and Germany’s KfW IPEX-Bank to support the ongoing rollout of EV charging infrastructure across the UK. This facility supplements the facility secured in 2022 on behalf of Octopus Energy Generation’s Sky fund (ORI SCSp).
As a result of the investments the Group is well positioned to achieve its objective of playing its part in developing, operating and maintaining a nationwide network of electric vehicle chargers for use by the public. Following on from the investment the business continued to develop its strong pipeline of sites and opened new sites throughout 2024 in line with plan, with many more under construction at the end of the year. Network usage remains in line with management expectations. This demonstrates the continued positive attitude towards the shift to electric and using public charging networks which is consistent with the business model and the management’s strategy to deliver against their objectives. This is also as a result of the strong marketing activities and customer-first approach to driving usage across the Be.EV network. Be.EV, the trading name for Induna Infrastructure Limited which the Company and Group are a member of, is committed to creating a fair, future-proof infrastructure legacy that connects, engages, and elevates communities. We continue to employ locally wherever possible and work with a UK based supply chain to further our positive impact on the economy. The company has confirmation that, if required, group companies will provide financial support for at least 12 months from the date of signing the accounts. EV market growth 2024 was a generally positive year for the electric vehicle industry. Whilst some media commentary focused on the negatives earlier in the year, this had reduced by the end of the year and, more importantly, the sales of EV cars has continued to grow and grow with up to 1 in 4 new car registrations being EV in some months. Whilst the previous delay to the Government’s policy to ban the sale of new petrol/diesel cars from 2030 to 2035 created headlines, the Zero Emission Vehicle (ZEV) mandate, which requires car manufacturers to sell a certain percentage of zero-emission vehicles, is a positive factor and provides a direction of travel to reach the transition. At the end of December 2024, there were 73,699 electric vehicle charging points across the UK. This represents a 37% increase in the number of charging devices since December 2023. As plug-in vehicle and BEV registrations surge, this creates more demand for public charging infrastructure.
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IDUNA INFRASTRUCTURE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The principal risks that affect the business are reviewed and monitored by senior management. The key risks that the company face include:
Health and safety: The risk of site-related and workplace injuries and environmental incidents exist which could result in: • Significant injury or death of staff, contractors, or customer. • Claims against the company. • Investigations and enforcement from statutory bodies (e.g. Health and Safety Executive) which could include improvement actions, fines and suspension of operations. • Reputational damage. The business operates a full Health, Safety, Environmental and Quality (HSEQ) management system with training, inspections and monitoring programmes in place to minimise the risk of incidents occurring. The management of HSEQ features prominently in discussions at quarterly board and monthly senior leadership meetings. Political: Government policy on phasing out petrol and diesel engines as well as tackling the climate crisis could impact the uptake of electric vehicles. Management continually monitors government policy and retain flexibility in the business model to enable an appropriate response should there be policy changes that impact the business. We are an active member of the industry body ChargeUK, contributing to policy discussions and decisions. Economic: The business is reliant upon the growth in EV adoption by both private and commercial owners who then utilise the network. Government policies support and encourage this at present and whilst EV adoption remains a smaller part of the market today, the segment is growing rapidly. OEMs are promoting their lines of EVs in consideration of the 2035 deadline and with more fleets electrifying, an increasing second-hand market for EVs will present itself and help consumers overcome the affordability risk that will be short term. Additionally, cost inflation has become an important factor for businesses to manage, in particular energy prices that are a significant category of expenditure for Iduna and its subsidiaries. Competition: Be.EV has sought to differentiate itself from its competition by focusing on the end user, its bespoke charging solutions and by putting the communities it serves at the heart of its site selection. In support of the company’s strategy to deliver this, the business is well capitalised to fund the roll-out of the network quickly to secure market share. Be.EV recognises that price competitiveness is important, but the business prioritises value for money, which centres on great locations, scale, ease of use and reliability. Energy costs have stabilised in recent years and Be-EV continue to explore ways in which to offer value for money to customers.
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IDUNA INFRASTRUCTURE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Technology: Most major vehicle manufacturers are investing in the electrification of transport as the clean alternative to fossil fuels, so the risk of electric vehicle technology being redundant in the foreseeable future is regarded as negligible. As the industry develops, it is expected that the charging capability of EVs will increase and support faster charging to reduce waiting times. However, this will be limited to the expected dwell times of the location. The business continually monitors alternative hardware solutions in the market to ensure it offers the best solutions to drivers. Management maintains strong relationships at the highest levels of its supply chain and ensures that the business is not dominated by one supplier. Staff Retention: The loss of key personnel would cause disruption to the business continuity. The business provides competitive remuneration, equity options and succession planning takes place. Financial: The board has responsibility for monitoring financial risks and its policies are implemented by senior management. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company as described below: 1. Asset Utilisation The long-term business model is based on an increasing rate of usage at sites once they go live. The usage expectation increases as the national adoption of electric vehicles grows. Work has been done with industry leading advisors on the forward demand profiles and achieving these demand curves remains the priority for the company. 2. Supply chain Risk The company is exposed to changes in the market price for its materials which impacts the cost of each charging station installation. To manage this the company has developed a broad and competitive supply base including framework agreements with key suppliers to ensure price stability for the installation of its chargers as well as engagement with potential suppliers in the market. 3. Energy Price Risk The company is exposed to energy price fluctuations from its energy suppliers which impacts gross margin. This can be partly offset, up or down, by the tariff charged to end users for charging as most competitors will also have similar exposure. 4. Foreign exchange risk The company makes purchases, and receives payment in sterling, which limits its exposure to exchange rate risk. The company's hardware suppliers whilst UK companies and who invoice in sterling source supply from oversees manufacturers and the business is subject to fluctuation in exchange rates. If any future contracts require an agreement with an oversees supplier, the company will seek to denominate process in sterling.
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IDUNA INFRASTRUCTURE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
In addition to the financial information presented to the board throughout the year management monitors the following key performance indicators:
- Safety - Site leads generated - Leases signed - Capital deployed - No of charge points installed - No of charge points in operation - Network availability - Brand recognition - Utilisation/revenue - Margin% - Customer satisfaction-call - Centre volumes
As the Directors of the Company and the Group we acknowledge our legal responsibility under s172 of the Companies Act 2006 to act in a way we consider, in good faith, would be most likely to promote the Company's and the Group's success for the benefit of its members as a whole, and to have regard to the long term effect of our decisions on the Group and its stakeholders.
This report was approved by the board and signed on its behalf.
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IDUNA INFRASTRUCTURE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £13,287,319 (2023 - loss £5,816,866).
The Company did not declare any dividends during the year (2023 - £nil).
The directors who served during the year were:
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IDUNA INFRASTRUCTURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Please refer to the Strategic Report.
Engagement with suppliers and customers is key to our success. We work closely with our supply chain and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.
The Directors recognise the importance of building strong relationships with suppliers. Our suppliers provide products and services that helps us to execute our strategy. We also recognise that developing a strong understanding of customers’ needs and putting that into our business and strategy is critical.
The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
Refer to note 31 for further detail on post balance sheet events.
The auditors, WR Partners, will 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.
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IDUNA INFRASTRUCTURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED
We have audited the financial statements of Iduna Infrastructure Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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IDUNA INFRASTRUCTURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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IDUNA INFRASTRUCTURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the Group and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR). We understood how the Company and the Group are complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements. We assessed the susceptibility of the Company and Group's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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IDUNA INFRASTRUCTURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Belmont House
Shrewsbury Business Park
Shropshire
SY2 6LG
Date:
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IDUNA INFRASTRUCTURE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
REGISTERED NUMBER: 12633050
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
REGISTERED NUMBER: 12633050
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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IDUNA INFRASTRUCTURE LIMITED
REGISTERED NUMBER: 12633050
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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IDUNA INFRASTRUCTURE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Iduna Infrastructure Limited (company number 12633050) is a private company limited by shares, incorporated in England and Wales and domiciled in the United Kingdom. Its registered office and principal place of business is C/O Mazars LLP, One St Peter's Square, Manchester, M2 3DE.
The principal activity of the Company is that of a holding company.
2.Accounting policies
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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS102 "The Financial Reporting Standard applicable in the UK and Republic or Ireland":
- the requirements of Section 7 Statement of Cash Flows; - the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); - the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included within the consolidated financial statements.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis as the directors believe the company has access to sufficient resources to be able to carry out its activities.
During 2024 the Iduna Infrastructure Group secured a debt facility of up to £55m from Natwest Bank and KfW IPEX-Bank. This was secured by Iduna EVCI Asset Co 1 Limited, which is a fellow subsidiary of the Iduna Infrastructure group. The debt facility includes a mechanism whereby the following year’s commitment is reviewed at the end of each year, to ensure that the group is managed within its financial facilities. This facility is available to be drawn down at the company level. As at 31 December 2024, tranches of £29m of this facility had been drawn down. Further tranches have been forecast to be drawn down in the period under assessment which accord with agreed performance targets. Post year end, Iduna Infrastructure Limited, the holding company of the Iduna Infrastructure group (“the Group”), secured funding in the form of loan notes from Octopus Energy Generation (OEG) of up to £16m that can be drawn down in tranches. As at the date of this report, £6.3m had been drawn down with further tranches forecasted. Management have considered several factors in their assessment of going concern. These include important factors such as the selling price, utilisation of the network, rate of installation, competitor pricing, electricity price inflation, supply chain inflation, IT requirements, capital expenditure per charger and staff expansion costs. These factors are also set in the context of the wholesale electricity price volatility, forecasted rates of inflation, further impacts from global conflicts and the Electric vehicle ownership levels. Whilst an extreme movement of one of these factors could result in a change in forecast cash need, the funding currently available would never be exceeded in the next 12 months. The business has performed working capital phasing checks and reasonable worst case scenario sensitivity analysis calculations. This includes reduction to the selling price, increase to the cost of electricity and a reduction in utilization due to a decrease in Electric vehicle ownership growth or increase in competitors. An important factor for the business is that its cash requirements are a result of its capital expenditure need for expansion. Should any cash reserves become unpredictably constrained, there is the option for the business to control and slow its expansion to conserve the necessary cash and bridge and shortfall. Management can demonstrate that either enough cash is available to continue, or that there would be a controllable reaction to conserve cash from capital investment to continue funding losses. All companies within the Iduna Infrastructure group have committed to providing mutual support in allocating working capital across the group to support the operations of each individual group company. The Group's forecasts and projections, taking account of reasonable possible changes in trading performance, show that the Group is dependent on the above finance being made available to the Group by the lenders during the 2025 year. After making enquiries and based on the financial support confirmed by the lenders, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operation existence for the foreseeable future. The Company and Group therefore have concluded that no material uncertainty exists in the current climate in respect of going concern.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Other intangible assets
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.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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:
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.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The company issues equity-settled share-based payments to certain employees. These are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the company’s estimate of shares that will eventually vest.
The fair value of share options granted is measured using an appropriate option pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. For cash-settled share-based payments, the liability is measured at the fair value of the liability. The fair value is remeasured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period. The cumulative expense recognised reflects the extent to which the vesting period has expired and the company’s best estimate of the number of equity instruments that will ultimately vest. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and judgements concerning the future. The resulting accounting estimates, will by definition, seldom equal the related actual results. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. Tangible fixed assets, incorporating assets under the course of construction Tangible fixed assets are recognised at cost with consideration given to their carrying value in relation to their future profit-generating capacity and value in use.
The whole of the turnover is attributable to the principal activity of the Group.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 29
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
There were no factors that may affect future tax charges.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 31
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 32
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 33
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 34
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Details of secured creditors are given in note 20.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 36
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the year, the Company issued:
- 425 Ordinary £0.0001 shares for £0.01 - 99 Ordinary B £0.0001 shares for £47.97 - 1,017 Ordinary C £0.0001 shares for £11.89 - 74 Ordinary D £0.0001 shares for £11.89
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Other components of equity
Share-based payments reserve
The fair value of the awards was determined at grant date using a Income and Market based valuation model discounted for minority shareholders. Key assumptions included expected volatility of 50%, risk-free rate that is equal to a default-free government bond for a similar term, and expected term of 3 years. An expense of £202,325 was recognised in the income statement for the year ended 31 December 2024 (2023: £nil), with a corresponding credit to equity. A reconciliation of movements in the share-based payment over the year to 31 December 2024 is shown below: 2024 No. Outstanding at 1 January 2024 - Granted 2,046 Vested 953 Outstanding at 31 December 2024 1,093
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
As at 31 December 2024, the Company is party to a cross guarantee arrangement with it's subsidiary undertaking, Iduna EVCI Asset CO 1 Limited, in respect of the bank loan held by this company. Under the terms of this arrangement the loan held is secured over the shares held in the subsidiary.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £155,299 (2023: £107,972). Contributions totalling £12,305 (2023: £19,309) were payable to the fund at the balance sheet date and are included within creditors.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Furthermore, on 27 May 2025, the Company issued the following shares as part of the fundraising and the vesting of growth shares: a) 11,406 Ordinary shares were redesignated as 7,551 Ordinary B1 shares and 3,855 Ordinary B2 shares b) 32,035 Series A shares at an aggregate nominal value of £3,2035 c) 8 Series B shares at an aggregate nominal value of £0.00008 d) 8 Ordinary G1 shares at an aggregate nominal value of £0.0008
The ultimate controlling party is Sky EV Charging Holdco Limited, due to its majority shareholding of the Company.
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