The information contained
within this Announcement is deemed by Invinity Energy Systems plc
to constitute inside information as stipulated under the Market
Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018
("MAR").
27 June 2024
Invinity Energy Systems
plc
("Invinity" or the "Company")
2023 Financial
Results
Invinity Energy Systems plc (AIM:
IES) (AQSE: IES) (OTCQX: IESVF), a leading global manufacturer of
utility-grade energy storage, is pleased to announce its Full Year
Results for the year ended 31 December 2023 that are in line with
expectations.
The Company will hold a virtual
meeting for analysts at 10am (UK time) today. Analysts wishing to
attend are kindly asked to email invinity@tavistock.co.uk
to receive instructions on how to join the
meeting.
Invinity's management team will
host a virtual results presentation and interactive Q&A for all
shareholders at 3pm (UK time) on Wednesday 3 July 2024 via the
Investor Meet Company platform. Investors wishing to join the
session will be automatically invited if they already follow
Invinity on that platform, or can register for free via this
link.
The Company's 2023 Annual Report
will shortly be available for download from the Company's
website and will be posted to
shareholders' registered addresses.
Highlights
·
511% increase in
total income1 YoY to £22.0m (2022:
£3.6m), marginally ahead of
guidance provided on 18 December 2023 and largely due to an
800% YoY increase in products
shipped (32.5 MWh) during the period.
·
136.7 MWh of
Invinity batteries sold or awarded funding during 2023 for delivery
in 2024 or 2025 including 99.6 MWh
relating to Invinity's next generation Mistral product, which
remains on track for commercial launch later this year.
·
170% increase in
total global pipeline of commercial interest to 6.6 GWh as of 17
June 2024 (24 May 2023: 2.47 GWh) reflecting growing commercial interest in Invinity's products
and longer duration energy storage solutions in general.
·
Loss from
operations of £22.8m (2022: £19.0m). The majority of the 2023 gross loss relates to projects
signed before 2022. Margin improvement is a key strategic objective
and more recent projects are forecast to achieve broadly flat or
small positive gross margins at the project level (before
allocation of facility costs).
·
10% reduction in
cash outflows YoY to £19.7m (2022: £21.9m) and broadly unchanged
administrative costs of £19.1m (2022:
£19.0m) reflecting a net
improvement in operating assets and liabilities as well as a
continued focus on cost management.
·
Debt-free with
£53.2m of cash at 31 May 2024 (2023: £15.4m)
reflecting a post period £57.4m fundraise
cornerstoned by a £25m investment from UK Infrastructure Bank
completed in May 2024.
1Includes sales revenue and project related grant
income
Commercial Pipeline
Invinity's commercial pipeline
development over the past year is detailed below:
Date
|
Base (MWh)
|
Advanced
(MWh)
|
Qualified
Near Term (MWh)
|
Qualified
Further Term (MWh)
|
24-May-2023
(2022 Annual
Report)
|
42.8
|
73.4
|
957.1
|
1,397.4
|
22-Sep-2023
(HY23
Results)
|
43.1
|
137.3
|
1,415.0
|
3,057.8
|
30-Nov-2023
(YE Business
Update)
|
49.8
|
92.0
|
1,898.5
|
3,790.7
|
17-Jun-2024
(2023 Annual
Report)
|
45.8
|
446.5
|
2,009.4
|
4,122.2
|
%
change (May 2023 to June 2024)
|
+7%
|
+508%
|
+110%
|
+195%
|
N.B. Definitions of pipeline category terms can be found in
the Company's announcements
Larry Zulch, Chief Executive Officer at Invinity
said:
"Our impressive gains in 2023 delivered on the very high
expectations we set for ourselves and established an appropriate
foundation for a successful fundraise just completed. We welcome
our new investors as we focus on progressing toward positive
cashflow with a compelling new product and a low-capex strategy for
delivering it at scale into a market hungry for energy
storage."
Stay up to date with news from
Invinity. Join the distribution list for the Company's monthly
investor newsletter here.
Enquiries:
Invinity Energy Systems plc
|
+44 (0)20 4551 0361
|
Jonathan Marren, Chief Financial
Officer and Chief Development Officer
Joe Worthington, Director of
Communications and Investor Relations
|
|
|
|
Canaccord Genuity (Nominated
Adviser and Joint Broker)
|
+44 (0)20 7523 8000
|
Henry Fitzgerald-O'Connor / Bobbie
Hilliam / Harry Pardoe / Ana Ercegovic
|
|
|
|
VSA Capital (AQSE Corporate Advisor, Financial Adviser and
Joint Broker)
|
+44 (0)20 3005 5000
|
Andrew Monk / Andrew
Raca
|
|
|
|
Tavistock (Financial PR Advisor)
|
+44 (0)20 7920 3150
|
Simon Hudson / Saskia Sizen / Adam
Baynes
|
invinity@tavistock.co.uk
|
Notes to Editors
Invinity Energy Systems plc (AIM:
IES) (AQSE: IES) (OTCQX: IESVF)
manufactures vanadium flow batteries for
large-scale, high-throughput energy storage requirements of
business, industry and electrical networks.
Invinity's factory-built flow
batteries run continually with no degradation for over 25 years,
making them suitable for the most demanding applications in
renewable energy production. Energy storage systems based on
Invinity's batteries are safe, reliable, and economical, and range
in size from less than 250 kilowatt-hours to tens of
megawatt-hours.
Invinity was created in April 2020
through the merger of two flow battery industry leaders: redT
energy plc and Avalon Battery Corporation. With 75 MWh of systems
already deployed or contracted for delivery across 82 sites in 15
countries, Invinity is active in all major global energy storage
markets and has operations in the UK, Canada, USA, China and
Australia. Invinity Energy Systems plc is quoted in the UK on AIM
and AQSE and trades in the USA on OTCQX.
To find out more, visit
invinity.com,
sign up to our monthly
Investor Newsletter here or
contact Investor Relations on via +44 (0)20 4551 0361 or
ir@invinity.com.
Audited Financial Results for the Year Ended 31 December
2023
Introduction - Foundations for Scale
Matt Harper, Chief Commercial Officer
An unprecedented level of
attention and capital is flowing towards building a net zero grid
by the customers, regulators and grid operators who make up global
electricity markets.
Wind and solar power are the
least-cost form of generation almost everywhere. Markets that can
take that low-carbon electricity and deliver it to users reliably
and at low cost are the focus of policymakers worldwide. This is
the opportunity on which
Invinity is focused.
Over the past two years, the
Invinity team has delivered ever-larger projects - proving how our
vanadium flow batteries can deliver the capabilities our customers
want: durable, safe, long duration energy storage ("LDES"). With
the launch of our next-generation vanadium flow battery, code-named
"Mistral", expected later this year we will have the product that
can deliver those capabilities to electric grids around
the world at any scale.
This combination of opportunity
and capability in markets around the world are Invinity's
"foundations for scale".
As we look forward, we see tremendous opportunity from those
foundations. Invinity will go from strength to strength by proving
at increasing scale the benefits of durable long duration storage.
If we do that job right, we believe our products will fundamentally
inform the structure of, and be widely deployed across, the global
energy system for decades to come.
Market Headwinds and
Tailwinds
Tremendous commercial
opportunities are emerging on the path to net zero. First and
foremost, renewables are the world's lowest cost source of new
electric generating capacity. This is reflected in the massive
solar farms being built from northern Canada to Dubai and the wind
farms now serving Micronesia to northern Scotland.
However, headwinds are beginning
to appear. In jurisdictions like California and Australia that have
a large proportion of photovoltaic generating
assets, negative
electricity market prices are becoming common at peak solar
generation times, challenging the economics of expanding such
generation. More solar also means that fuel-powered generators are
operating fewer hours per day, lowering asset utilisation and thus
pushing up costs for peaking capacity. Even conventional low carbon
sources are struggling: from Canada to Australia, hydro projects
are taking longer and costing more, as are recent nuclear plants in
the UK and U.S.
Fortunately, energy storage assets
are increasingly proving their ability to "firm up" the output from
intermittent renewables. Batteries are now meeting a significant
portion of demand in some high renewables
markets. LDES solutions promise to further extend the benefits of
renewables when the sun isn't shining and the wind isn't
blowing. Even in jurisdictions like
California, the largest batteries in the world are only starting to
fill in where solar power cuts off.
If batteries are going to
facilitate an even higher proportion of our energy needs being
served by renewables, critical questions remain: what kind of
batteries will serve not just peak hours but power our businesses
and homes 24 hours per day? How much capacity is required? Where
should it be installed? And who will pay for it?
Fortunately, Invinity is already
helping to answer these questions. Our batteries are ideally suited
for a 24-hour non-stop cycle shifting solar overnight, doing so for
the life of the generating asset and with a chemistry safe enough
to be installed alongside homes and critical infrastructure.
Additionally, our team are actively engaging with policymakers and
regulators worldwide to ensure their plans contemplate these
advantages, seeding markets for the revenue and profits that will
see our business grow and thrive.
The UK: Less Sun, More Wind but
Similar Challenges to California
The UK's transition towards a net
zero grid saw a massive inflection point this winter, with wind
outstripping fossil fuel generation in consecutive quarters for the
first time ever. However, the UK battery market has struggled.
Revenues for UK-based battery assets dropped significantly over the
course of 2023, presenting challenging economics for asset
operators and developers alike.
We've also seen significant delays
in permitting and grid interconnection, which have been
particularly challenging in the context of our LODES project, which
was awarded funds by the UK Department of
Energy Security and Net Zero ("DESNZ").
Fortunately, as regulations adapt to the benefits that batteries
can deliver to the grid, and as local planning councils awaken to
the safety benefits of our flow batteries over lithium
alternatives, we are seeing individual projects
accelerate.
The broad economic picture is
improving as well. Revenues from installed assets on a £-per-MW
basis have trended up over the first quarter of 2024, with
LSE-listed Gresham House Energy Storage Fund reporting portfolio
revenue of £77,900 per MW per year in
April 2024 as compared with £43,800 per MW per year as recently as
January 2024. While monthly variation can be expected, as more
variable resources come online, we expect the overcapacity in the
UK battery market to be absorbed and asset values return to an
investable level.
Finally, on the regulatory front,
2024 so far has seen two exciting developments. In January, DESNZ
released the first working paper on a proposed "Cap and Floor"
scheme to accelerate the deployment of non-lithium, long duration
storage on the UK grid. This scheme, on whose development the
Department did and continues to seek Invinity's input, is designed
to ensure investable returns for operators of large-scale LDES
projects and inform the development of future markets for LDES
services.
Then in March, the House of Lords'
Science and Technology Committee released a paper titled
"Long-duration energy storage: get on with it", presenting a
compelling vision for how batteries like Invinity's can both
advance the path to net zero while decreasing consumers'
electricity costs. We expect strongly positive policies and
regulation will flow from this work.
With DESNZ projecting that
deploying up to 20 GW of LDES can save UK electricity ratepayers up
to £24bn, there is ample reason to expect success. An election year
always injects some uncertainty, but with both the current
government's "Powering up Britain" and the Labour party's "Great
British Energy" platforms firmly supporting long duration storage,
we feel confident of our prospects.
The U.S.: Focused on
Deployment
Where the UK has focused on market
innovation to accelerate storage, the U.S. focus has been on
individual technologies and the companies that build them. In March
2023 the U.S. Department of Energy ("DOE") published its "Pathways
to Liftoff" paper presenting how various forms of energy storage
can enhance integration of renewables. That paper was strongly
supportive of storage that delivers inter-day shifting of renewable
energy, the segment where Invinity focuses. In June 2023, the
Invinity team presented a whitepaper based on the U.S. DOE's
analysis at the International Flow Battery Forum which identified
the inter-day LDES segment as the one that would deliver the
largest amount of energy to the grid by 2040.
Based on that work, the DOE has
set out to allocate up to $3.5 billion worth of funds to LDES
projects. Results of the highly competitive first round of
solicitations were announced in September 2023 with only 12
projects being funded, and Invinity being the only company to have
been awarded funds twice. Upon delivery, our 12 MWh project at the
DOE's Pacific Northwest National Labs' Grid Storage Launchpad, and
our 72 MWh of VFBs installed at five sites with the National
Renewables Cooperative Organization, will be a massive leap forward
in proving not just the deployability of our batteries at scale,
but the impact they can have for the grid at large.
From Our Shores to Their
Shores
The one undeniable trend all over
the world has been towards the regional manufacturing of
infrastructure equipment in general, components for a net zero grid
in particular, and battery, solar and wind components
specifically.
We initially observed this trend
in Asia where grid operators are increasingly nervous about
security risks posed by products made in China. The trend
accelerated with the introduction of the U.S. Inflation Reduction
Act, which provides incentives for domestic battery manufacturing.
While not every jurisdiction has the market power to shift an
entire industry, in every country where we operate we consistently
hear the fastest path to adoption is one that aligns with good,
well-paying jobs and a strong domestic industry.
Fortunately, Invinity has a
tremendous advantage in this respect. Our supply chain already has
global reach and does not rely on "gigafactory" scale production or
highly specialised manufacturing. As we are proving with our new
facility in Motherwell in Scotland that, upon completion, will take
our UK capacity to over 500 MWh per year for customers in the UK
and EU, we can expand manufacturing based on customer demand at a
very low capital cost. As we expand our partnership strategy to
deliver our products globally through capable regional partners, we
will be able to further scale our business faster than either
lithium incumbents or new entrants to our industry.
Delivering on
Capability
Invinity's plan to deliver the
capabilities that will serve these massive and growing
opportunities can be summed up in one word: Mistral. Mistral is, at
its most fundamental, our platform for scale. The north star for
our business is to build a battery that can deliver low-cost, low
carbon renewable power on demand at a lower total cost of energy
than any other source. With commercial rollout imminent, both we
and our regional partners are getting ever more inbound sales
inquiries, significantly enhancing our commercial
pipeline.
Our business is highly regional.
Mistral is designed for a global supply chain both inbound to
Invinity and outbound to our regional partners, who will deliver
the market-specific operating knowledge,
regional installation capabilities and domestic sources of supply
that are critical to success. However, we must also achieve
ultra-low cost, protect our intellectual property and ensure
consistently high product quality all while accelerating speed to
market.
In support of those plans, we have
been encouraged by our current and prospective partners' response
to the "license and royalty" model with which we intend to grow our
international business. In this model, Invinity will deliver core
technology components to our regional manufacturing partners, who
will assemble and deliver products to their own regional client
base. This will allow us to rapidly scale while remaining a
capital-light business. Our first partner to adopt this model,
Everdura in Taiwan, has begun work on their final assembly plant,
and is painting a path for steadily evolving relationships in
Australia, Eastern Europe and the Middle East.
Conclusion
The coming years for Invinity are
all about scale. We need our products to be at a scale so they can
solve grid operators' and project developers' most pressing
challenges. We need our book of business to scale to where we can
set the direction of a rapidly evolving global market and
regulatory landscape. And we need our organisation to scale so we
can deliver the revenue and profits that will see us continually
enhance shareholder value.
The foundations for scale - both
the opportunity we seek to serve and the capabilities we'll deliver
to do so - are clear. The need for durable, safe, long duration
storage as a critical component of a high renewables net zero grid
is no longer in question and plans to deliver on that need are
being developed by the world's most influential agencies,
governments and regulators. With Mistral, Invinity will have the
tool to deliver our vanadium flow batteries' capabilities to the
global market. This foundation is an incredible starting point, and
I'm looking forward to delivering its potential alongside the
Invinity team.
Chairman's Report: Delivering Progress
I'm pleased to report that
Invinity continues to make further progress on its Pathway to
Profitability Strategy that was set out on pages 12-13 of our 2022
Annual Report. Our achievements in 2023 were focused on our key
themes of delivery and scaling our business.
I am especially pleased to note
that Invinity has secured significant orders for its vanadium flow
batteries and grown its pipeline of confirmed commercial interest.
Growing commercial traction underpins our current ramp-up and
investment phase aimed at delivering a profitable, self-sustaining
business. Our achievements in 2023 were delivered against a
backdrop of rapidly growing global renewable energy production and
storage. Long duration energy storage is a key enabler in
delivering these plans and governments are being increasingly urged
to "get on with it" as a means to unlock lower cost, lower carbon
energy on demand. The launch of our next-generation product later
this year will further open up this potentially huge addressable
global market.
Last year I stated that delivery
is an important target for the Company and I am pleased to report
that in 2023 Invinity delivered and commissioned more vanadium flow
batteries in 12 months than ever before. This proven ability to
deliver cements Invinity's position as a world leading manufacturer
of vanadium flow batteries that is meeting the needs of its
customers. I have been to two site openings in the last 12 months.
One a large Canadian classic solar/storage site and secondly a
European "behind-the-meter" project delivered by ENGIE Belgium,
Equans BeLux and Jan De Nul with support from the Belgium Energy
Ministry. These projects highlight the flexibility of our
technology and its ability to generate value for our customers in a
broad range of applications.
During 2023 we brought in our
customer Everdura as a new strategic partner, enabling Invinity to
gain operational and commercial access into a new market. Strategic
partnerships are going to be of great importance to Invinity's long
term growth and I am pleased to note that our partnership with
Everdura took a step further early in 2024 when they signed up to
become an exclusive manufacturer of our next-generation product for
the Taiwanese market. The partnership route will enable Invinity's
leading energy storage products to be deployed in more markets,
quicker and more economically.
I am also pleased to note more
recently the strategic investment secured from the UK
Infrastructure Bank ("UKIB") and Korea Investment Partners, who
participated in an oversubscribed fundraise alongside existing and
new investors in May 2024. Their backing not only gives a valuable
endorsement of Invinity and its technology but provides important
growth capital which will further accelerate our progress towards
profitability.
These successes are a testament to
the foundations Invinity has laid over the last 18 months and I
would like to take this opportunity to thank the entire team for
their hard work and perseverance that made this possible. I would
also like to thank all my Board colleagues for their support and
assistance over the year, particularly Jonathan Marren who has
taken on the role of Chief Financial Officer in addition to his
role as Chief Development Officer. The years of experience,
responsibility and focus that our Board collectively brings to bear
will ensure that the Company continues to make the right decisions
for its long-term future.
Invinity is making progress,
having delivered more batteries than ever before and secured
funding and contracts for almost 100 MWh of our next generation
product. I wish to express the thanks of the entire Board for the
support we received for our recent oversubscribed fundraise.
Invinity is now adequately capitalised to address the opportunity
at hand. We can attract and retain quality staff, expand
manufacturing capacity and deliver our next-generation product to
our clients. I look forward to this new phase in our
development.
I have confidence in our team's
ability to deliver on our publicly stated strategy. The opportunity
is huge and there is much to be done.
Neil O'Brien
Non-executive Chairman
26 June 2024
Chief Executive's Report: Getting on with
it
I've taken inspiration for my
report title from Baroness Brown who simply titled her recent
report to the House of Lords "Long-duration energy storage: get on
with it"; I feel it succinctly captures our challenge. The need is
acute and progress is required.
Every step toward renewable energy
from wind, solar, or the tides is simultaneously a call for more
energy storage to reduce instability. While the most widespread use
of energy storage-stabilising the grid over seconds or
minutes-remains important, grid stability over the course of a day,
the "long-duration" referred to in the title, is increasingly
vital. Invinity's products can do both.
Invinity is progressing well. In
2023, we:
·
Delivered more product than ever
before;
·
Recognised five times more revenue than in
2022;
·
Closed significant new deals across each of our
core markets;
·
Secured funding for major projects using Mistral,
our next-generation product; and
·
Progressed our strategic aim to deliver projects
at positive gross margin, an important step towards net cash
generation.
I am incredibly proud of our team
for these accomplishments. We are receiving recognition for them:
Bloomberg New Energy Finance included Invinity on its list of
Global Tier 1 battery manufacturers for the first time, the only
flow battery company and the only UK company they
recognised.
But our 2023 accomplishments only
serve to heighten our determination to rapidly and efficiently
advance our products, their commercial recognition, and our ability
to deliver ever-larger orders. Before looking forward, however, we
should review our commitments from 2022.
Our 2023 Achievements
In my 2022 report, I outlined a
four-part strategy that would enable Invinity to make demonstrable
progress year-on-year. I am pleased to report significant progress
in each area:
1) Deliver on Backlog
Invinity delivered more than
32,000 kilowatt-hours of our vanadium flow batteries ("VFBs") to
customers across four continents.
Scaling up manufacturing and
improving our supply chain was a major focus in 2023. A new
manufacturing facility in Vancouver added 200,000 kilowatt-hours of
yearly capacity. I am pleased that we have recently expanded our
capacity in the UK and plan to do the same in the U.S. as well in
due course. Our supply chain improvements reduced costs while
keeping environmental, social and governance obligations front of
mind.
2) Close New Deals
2023 saw Invinity sign deals with
eight new customers and enter into a number of commercial
partnerships. We targeted and subsequently won a number of funding
opportunities that will support progressing large high-profile
projects toward financial close.
Our sales pipeline, with continued
application of strict criteria, has grown 170% year-on-year to over
6,000 megawatt-hours of qualified commercial demand, giving us
confidence that the market opportunity remains very real and very
large.
3) Deliver Mistral
Mistral, the code name for our
next-generation product currently being co-developed with Gamesa
Electric and Siemens Gamesa Renewable Energy, promises to be more
capable, more scalable, and more economical than other energy
storage. That means it must operate continuously for decades
without degradation, function at gigawatt-hour scale, and do so
with a low lifetime cost per unit of energy stored and no risk of
an expensive fire. Our current VS3 product has proven these goals
are eminently achievable, and Mistral will deliver them.
Developing an ambitious new
product is not easy, but I am pleased to report that the team made
significant progress in 2023, achieving a fully operational
prototype that validated Mistral's fundamental performance targets
and operating parameters. This major step gave us confidence to
initiate pilot manufacturing in readiness for Mistral's official
launch later this year.
Performance verification enabled
us to begin commercial activity for Mistral in 2023 and I am
pleased that we met our target of securing a Mistral pilot project
in the first half of 2023 and a commercial order for Mistral later
in the year. Additional validation came from the U.S. Department of
Energy ("DOE") which awarded funding for 84,000 kilowatt-hours of
Mistral projects after an extensive process evaluating Mistral and
Invinity's capability to deliver it.
4) Operational
Excellence
Outward progress must be matched
by internal capabilities, and in 2023 we focused on efficient
delivery of more product than ever before and the processes that
enable us to continue to grow. The delivery and commissioning of
more than 28,000 kilowatt-hours of our VS3 product demonstrates
success.
We focus on making Invinity a
great place to work; the best workforce allows us to produce the
best VFBs.
Looking Forward
In our recent fundraise, we
highlighted our strategy of utilising partnerships. In the U.S. and
UK, our partners help us pursue capex-light manufacturing and
direct sales. Outside these core markets, we are working with
existing and pursuing new partners capable of commercial
engagement, product and project support, and after-sales
activities. Our relationship with rest-of-world partners typically
starts with reselling our products but can lead to manufacturing
under a licence and royalty model.
1) The UK Market
Each year, the UK discards
("curtails") enough renewable energy to power an estimated million
homes. Much of this could be captured in LDES and used effectively.
However, current regulatory support for energy storage focuses on
grid stability and therefore shorter-duration batteries. We know
LDES projects to be economically compelling but proving that
requires financial returns from operating LDES projects. The UK
Government is helping us provide that proof:
·
In April 2023, Invinity secured £11 million of
matched funding under Phase 2 of the UK Government's Longer
Duration Energy Storage ("LODES") Competition for the largest VFB
deployed in the UK.
·
The House of Lords released the aforementioned
report from the Science and Technology Committee on LDES and its
critical role in UK electricity supply.
·
More recently, the UK Infrastructure Bank, wholly
owned and backed by HM Treasury but operating independently, made a
£25 million equity investment in Invinity to support UK LDES
projects, manufacturing and jobs.
The UK electricity market has
great potential for Invinity given the significant need for LDES
and the UK Government's support for its deployment. Our
manufacturing and electrochemical research in Scotland supports our
focus on the UK. We envision an LDES growth phase occurring in the
UK just as Mistral becomes available to dramatically expand our
capabilities.
2) The North American Market
A somewhat different approach is
required to address the enormous LDES market in North America,
though in both markets, adoption of renewable energy is limited by
the deployment of energy storage. Governments are stepping in to
accelerate LDES projects with one prominent example being the U.S.
Inflation Reduction Act of 2022 which provides tax credits that
support energy storage projects. Further examples
include:
·
In June 2023, The British Columbia Centre for
Innovation and Clean Energy provided funding to support the very
first Mistral project.
·
In September 2023, the U.S. DOE awarded funding
for a 12,000 kilowatt-hour Mistral project at the Pacific Northwest
National Laboratory ("PNNL"), an energy research lab with more than
6,000 scientists, engineers, and professional staff. This will be
the largest battery system ever provided to PNNL.
·
The September 2023 U.S. DOE announcement also
announced funding for 72,000 kilowatt-hours of Mistral to be
installed at five regional energy cooperatives.
Qualifying for government support
in the U.S. requires meeting certain requirements for U.S. domestic
content. Invinity has developed relationships with various partners
to support a capex-light strategy to optimize our supply chain and
U.S. manufacturing.
We see the North American market
as having very high potential for Invinity. There is an emerging
need for non-lithium LDES, and Invinity is in a prime position to
address that need with Mistral.
3) Outside Core Markets
Invinity cannot address the
worldwide need for LDES with a local presence in every area with
potential. The solution is to identify partners able to fully
represent our products.
An example is our relationship
with Everdura in Taiwan. Everdura, whose parent Everbrite made an
equity investment in 2023 in Invinity, has been pursuing commercial
opportunities for Invinity's products across the entire ASEAN
region. In September 2023, Everdura became our first commercial
customer to place a Mistral order.
In February 2024, Everdura signed
a manufacturing agreement for Mistral that gives Invinity a royalty
based on a percentage of their Mistral revenue in exchange for
direct access to our supply chain and the ability to order our
proprietary cell stacks and software directly from
Invinity.
We are pursuing other similar
high-potential relationships and look forward to announcing them in
due course.
Conclusion
Mistral is a differentiated
product with compelling economics. It promises to operate
continuously for decades with high throughput, no degradation, and
zero chance of a fire (our water-based electrolyte is entirely
non-flammable). Bringing Mistral to market is our highest priority
and I'm pleased to say it is going well, though certainly there are
challenges, many we've met and some still to come. However, we view
every challenge as an opportunity to prove our capabilities and
take us further ahead of the competition.
Mistral in itself is not enough.
We must have an appropriate strategy, tailored by region, for
commercialization and manufacturing; embrace and enhance our
relationships with partners; operate efficiently and effectively;
and reduce the potential impact of events outside of our control.
And, finally, we must rapidly become profitable, the ultimate
measure of our success.
We are doing all of this with the
finest team I have ever had the privilege of leading and the
continued support of our investors and our partners. I am endlessly
grateful for both.
Larry Zulch
Chief Executive Officer
26 June 2024
Chief Financial Officer's Report: Building a Sustainable
Business
Financial Highlights
|
2023
£'000
|
2022
£'000
|
Revenue
|
22,006
|
2,944
|
Project related grant income shown against cost of
sales
|
11
|
647
|
Total revenue and grant income other than
revenue
|
22,017
|
3,591
|
|
|
|
Loss from operations
|
(22,778)
|
(18,982)
|
|
2023
|
2022
|
|
£ 000
|
£
000
|
|
|
|
Total inventory
|
3,288
|
9,827
|
Pre-paid inventory
|
1,073
|
5,102
|
Total inventory and Pre-paid inventory
|
4,361
|
14,929
|
|
|
|
Amounts due from customer
contracts included in trade receivables
|
2,496
|
1,737
|
Contract assets (accrued income
for work done not yet invoiced)
|
1,192
|
500
|
Contract liabilities (deferred
revenue related to advances on customer contracts)
|
(1,312)
|
(8,375)
|
Trade payables
|
(2,166)
|
(3,706)
|
Provision for contract
losses
|
(333)
|
(1,607)
|
Warranty provision
|
(602)
|
(284)
|
|
|
|
Net position
|
3,636
|
3,194
|
2023 Financial
Performance
I am pleased to report that total
income including sales revenue and project related grant income
increased significantly to £22.0 million in 2023 (2022: £3.6
million). Revenue is recognised against projects when specific
performance obligations related to those projects have been
satisfied.
In the year, revenue was
recognised on 15 projects across Australia, the U.S., Canada, the
UK and Europe totalling over 35 MWh of projects. This marks the
first time the Company has recorded significant revenue and
represents a major milestone.
As in the prior year, grant
funding specific to customer projects has been presented alongside
the relevant project revenue and associated direct costs where that
funding is project specific and represents a direct subsidy against
project costs. Unlike 2022, such grant funding only constituted a
negligible part of total revenue and grant income other than
revenue.
The Company recorded a gross loss
of £3.3 million (2022: gross profit of £0.7 million) but it is
notable that the gross profit recorded in 2022 included the writing
back of £3.2 million of provisions.
The Company has a strategic aim to
move to delivering projects at positive gross margins and this
positive trend continues with the majority of the gross loss being
attributed to projects signed before 2022 and with the more recent
projects being at broadly flat or small positive gross margins at
the project level (before allocation of facility costs).
Administrative expenses did not
change significantly from the prior year at £19.1 million (2022:
£19.0 million) reflecting a continued focus on managing costs.
Administrative costs were represented by an increased investment in
people with staff costs of £12.8 million in 2023 (2022: £10.3
million) and professional fees decreased to £0.7 million in 2023
(2022: £3.0 million), benefiting from the one-off items in 2022 not
recurring in the current year. Sales and marketing costs increased
to £1.0 million (2022: £0.2 million) as a result of continuing
investment in this area to support marketing the Company's
products, depreciation of £1.1 million (2022: £1.2 million) and IT
costs of £0.9 million (2022 £1.2 million). Net research and
development recoveries were £0.1 million (2022: £1.6 million costs)
reflecting recoveries from Gamesa Electric S.A.U. ("Gamesa
Electric") under the Joint Development and Commercialisation
Agreement ("JDCA") whereby Gamesa Electric agreed to fund up to an
aggregate US$4.62 million of Invinity's activities towards the
development of the Company's next-generation product, code-named
"Mistral", payable as development milestones are met.
Net Finance costs were £0.4
million (2022: £0.4 million income) with the majority of the
difference being the costs associated with the repayment and
termination of the convertible loan instrument that was entered
into on 14 December 2022 to provide additional working capital for
the business and was completed in the year.
Total inventory and pre-paid
inventory reduced to £4.4 million (2022: £14.9 million) as a result
of the conversion into revenue from the delivery of products during
the year and in particular the Spencer Energy, Viejas Casino &
Resort and Elemental Energy projects. Considering wider balance
sheet items directly relating to product sales (i.e. Trade
receivables, Accrued income, Deferred revenue, Trade payables,
Provision for contract losses and Warranty provision), the net
balance sheet position increased by £0.4 million to £3.6 million
(2022: £3.2 million).
2023 Cash Performance
Year-on-year cash outflow from
operations reduced to £19.7 million (2022: £21.9 million)
principally as a result of a net improvement in operating assets
and liabilities as set out in note 14.
As stated above, the Company has a
strategic aim to move to delivering projects at positive gross
margin and this positive trend continues with the more recent
projects being at broadly flat or small positive gross margins at
the project level (before allocation of facility costs). Delivering
on this margin is a key corporate priority and will make an
important contribution to the Company being able to fund its
administrative costs from cash from operations in the
future.
To this end, the Company continues
to develop Mistral. Mistral is expected to be manufactured at
significantly lower cost than the Company's existing product, the
VS3 and, when deployed, will occupy a comparatively smaller
physical footprint that will lead to lower costs for operations and
maintenance. These characteristics are expected to enable the
Company to sell this new product at a materially lower and more
competitive price point than currently. This is anticipated to
drive additional sales at a materially better gross margin thus
leading to future cash generation and profitability.
Funding and Net Working
Capital
At 31 December 2023 the Company
had cash and cash equivalents of £5.0 million (2022: £5.1 million).
The Company's cash balance during 2024 has been materially
increased following the successful conclusion of a capital raising
of £57.4 million which completed in May 2024.
At the prior year end, the Company
had recorded a US$2.5 million convertible loan instrument taken out
with Riverfort Global Opportunities PCC Ltd and YA II PN that was
entered into on 14 December 2022 to provide additional working
capital for the business. This convertible was entirely repaid
during the period.
Accordingly, the Company was debt
free as at 31 December 2023 and remains so as at the date of this
document.
Strategic Investment
As noted last year, Invinity sees
strategic partnerships and investment as an important pillar of its
future corporate growth and it was delighted to conclude a material
strategic investment from the UK Infrastructure Bank of £25.0
million and an investment from Korea Investment Partners of £3.0
million as part of a larger £57.4 million fundraising completed in
May 2024.
In addition, as part of the
capital raise in March 2023, Everbrite Technology Co. Ltd.
(Everbrite), a leading Taiwanese manufacturer of industrial
technology, subscribed for £2.5 million of shares in the Company.
The investment by Everbrite followed the 1 December 2022 reseller
agreement and initial 15 MWh purchase order of vanadium flow
batteries with Everdura Technology Company, a joint venture between
Everbrite and Taiwanese clean energy company, Pronergy Technology
Co. Ltd, covering Taiwan and Southeast Asia.
These strategic investments
underscore the development progress of the Company since the 2020
merger transaction that formed the Group as it is today and, in
relation to the agreement with Everbrite, is intended to support a
closer strategic relationship for the deployment of vanadium flow
batteries in Taiwan and further afield.
Going Concern
Following completion of the
fundraising in May 2024, the Company had cash of £53.2 million as
at 31 May 2024 (2023: £15.4 million)
The Directors have prepared a cash
flow forecast for the period from the balance sheet date until 30
June 2025. This forecast indicates that the Group would expect to
remain cash positive during this period and without the requirement
for further fundraising. The business continues to be in a cash
outflow position, using funding generated from previous fundraises
(although it is planning to move to a cash inflow position upon the
launch and delivery of material volume of Mistral). As such, this
cash flow forecast was stress-tested for a worst-case scenario of
no positive cash receipts from sales. In this tested scenario, the
business would remain cash positive for the 12 months from the date
of approval of these financial statements. The accounts have
therefore been prepared on a going concern basis.
Jonathan Marren
Chief Financial Officer and Chief
Development Officer
26 June 2024
Financial Statements
Consolidated Statement of Profit and Loss
For the year ended 31 December
2023
|
|
2023
|
2022
|
|
Note
|
£000
|
£000
|
£000
|
£000
|
Revenue
|
4
|
|
22,006
|
|
2,944
|
Direct costs
|
|
(25,361)
|
|
(2,927)
|
|
Grant income against direct
costs
|
4
|
11
|
|
647
|
|
Cost of sales
|
5
|
|
(25,350)
|
|
(2,280)
|
Gross (loss)/profit
|
|
|
(3,344)
|
|
664
|
Operating costs
|
|
|
|
|
|
Administrative expenses
|
6
|
|
(19,085)
|
|
(19,042)
|
Other items of operating income
and expense
|
10
|
|
(349)
|
|
(604)
|
Loss from operations
|
|
|
(22,778)
|
|
(18,982)
|
Finance income
|
|
|
719
|
|
62
|
Finance costs
|
|
|
(1,233)
|
|
(65)
|
Gain on foreign currency
transactions
|
|
|
113
|
|
448
|
Net finance (costs)/ income
|
11
|
|
(401)
|
|
445
|
Loss before income tax
|
|
|
(23,179)
|
|
(18,537)
|
Income tax expense
|
12
|
|
-
|
|
-
|
Loss for the year
|
|
|
(23,179)
|
|
(18,537)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per ordinary share in pence
|
|
|
|
|
|
Basic
|
13
|
|
(13.1)
|
|
(16.0)
|
Diluted
|
13
|
|
(13.1)
|
|
(16.0)
|
The above consolidated statement
of profit and loss should be read in conjunction with the
accompanying notes.
Consolidated Statement of Comprehensive
Income
For the year ended 31 December
2023
|
|
2023
|
2022
|
Continuing operations
|
|
£000
|
£000
|
Loss for the year
Other comprehensive expense
Items that may be reclassified subsequently to profit or
loss:
|
|
(23,179)
|
(18,537)
|
Exchange differences on the
translation of foreign operations
|
|
(60)
|
(137)
|
Total comprehensive loss for the year
|
|
(23,239)
|
(18,674)
|
The above consolidated statement
of comprehensive income should be read in conjunction with the
accompanying notes.
Consolidated Statement of Financial
Position
As at 31 December 2023
|
|
2023
|
2022
|
|
Note
|
£000
|
£000
|
Non-current assets
|
|
|
|
Goodwill and other intangible
assets
|
15
|
24,002
|
24,050
|
Property, plant and
equipment
|
16
|
1,699
|
1,208
|
Right-of-use assets
|
17
|
1,558
|
1,845
|
Contract assets
|
21
|
304
|
-
|
Total non-current assets
|
|
27,563
|
27,103
|
|
|
|
|
Current assets
|
|
|
|
Inventory
|
19
|
3,288
|
9,827
|
Other current assets
|
20
|
2,721
|
8,781
|
Contract assets
|
21
|
888
|
500
|
Trade receivables
|
22
|
2,496
|
1,737
|
Cash and cash
equivalents
|
23
|
5,014
|
5,137
|
Total current assets
|
|
14,407
|
25,982
|
Total assets
|
|
41,970
|
53,085
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other
payables
|
24
|
(3,948)
|
(4,935)
|
Derivative financial
instruments
|
25
|
(406)
|
(769)
|
Contract liabilities
|
21
|
(1,312)
|
(8,375)
|
Lease liabilities
|
26
|
(723)
|
(740)
|
Provisions
|
21
|
(812)
|
(2,907)
|
Total current liabilities
|
|
(7,201)
|
(17,726)
|
Net current assets
|
|
7,206
|
8,256
|
|
|
|
|
Non-current liabilities
|
|
|
|
Lease liabilities
|
26
|
(833)
|
(969)
|
Provisions
|
21
|
(123)
|
-
|
Total non-current liabilities
|
|
(956)
|
(969)
|
Total liabilities
|
|
(8,157)
|
(18,695)
|
Net assets
|
|
33,813
|
34,390
|
|
|
|
|
Equity
|
|
|
|
Called up share capital
|
27
|
51,348
|
50,716
|
Share premium
|
27
|
162,883
|
141,579
|
Share-based payment
reserve
|
27
|
6,683
|
5,957
|
Accumulated losses
|
27
|
(185,273)
|
(162,094)
|
Currency translation
reserve
|
27
|
(1,867)
|
(1,807)
|
Other reserves
|
27
|
39
|
39
|
Total equity
|
|
33,813
|
34,390
|
The above consolidated statement
of financial position should be read in conjunction with the
accompanying notes.
The financial statements were
authorised by the Board of Directors and authorised for issue on 26
June 2024 and were signed on its behalf by:
Jonathan Marren
Director
Consolidated Statement of Changes in Equity
As at 31 December 2023
|
Called up share
capital
|
Share
premium
|
Share-based payment
reserve
|
Accumul-ated
losses
|
Currency transla-tion
reserve
|
Other
reserves
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
At 1 January 2023
|
50,716
|
141,579
|
5,957
|
(162,094)
|
(1,807)
|
39
|
34,390
|
Loss for the year
|
-
|
-
|
-
|
(23,179)
|
-
|
-
|
(23,179)
|
Other comprehensive income
|
|
|
|
|
|
|
|
Foreign currency translation
differences
|
-
|
-
|
-
|
-
|
(60)
|
-
|
(60)
|
Total comprehensive loss for the year
|
-
|
-
|
-
|
(23,179)
|
(60)
|
-
|
(23,239)
|
Transactions with owners in their capacity as
owners
|
|
|
|
|
|
|
|
Investment funding arrangement,
net of transaction costs
|
631
|
21,295
|
-
|
-
|
-
|
-
|
21,926
|
Exercise of share
options
|
1
|
9
|
-
|
-
|
-
|
-
|
10
|
Share-based payments
|
-
|
-
|
726
|
-
|
-
|
-
|
726
|
Total contributions by owners
|
632
|
21,304
|
726
|
-
|
-
|
-
|
22,662
|
At 31 December 2023
|
51,348
|
162,883
|
6,683
|
(185,273)
|
(1,867)
|
39
|
33,813
|
The above consolidated statement
of changes in equity should be read in conjunction with the
accompanying notes.
|
Called up share
capital
|
Share
premium
|
Share-based payment
reserve
|
Accumul-ated
losses
|
Currency transla-tion
reserve
|
Other
reserves
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
At 1 January 2022
|
50,690
|
140,445
|
5,293
|
(143,557)
|
(1,670)
|
39
|
51,240
|
Loss for the year
|
-
|
-
|
-
|
(18,537)
|
-
|
-
|
(18,537)
|
Other comprehensive income
|
|
|
|
|
|
|
|
Foreign currency translation
differences
|
-
|
-
|
-
|
-
|
(137)
|
-
|
(137)
|
Total comprehensive loss for the year
|
-
|
-
|
-
|
(18,537)
|
(137)
|
-
|
(18,674)
|
Transactions with owners in their capacity as
owners
|
|
|
|
|
|
|
|
Investment funding arrangement,
net of transaction costs
|
25
|
1,129
|
(23)
|
-
|
-
|
-
|
1,131
|
Exercise of share
options
|
1
|
5
|
-
|
-
|
-
|
-
|
6
|
Share-based payments
|
-
|
-
|
681
|
-
|
-
|
-
|
681
|
Equity settled interest on
Investment funding arrangement
|
-
|
-
|
6
|
-
|
-
|
-
|
6
|
Total contributions by owners
|
26
|
1,134
|
664
|
-
|
-
|
-
|
1,824
|
At 31 December 2022
|
50,716
|
141,579
|
5,957
|
(162,094)
|
(1,807)
|
39
|
34,390
|
The above consolidated statement
of changes in equity should be read in conjunction with the
accompanying notes.
Consolidated Statement of Cash Flows
For the year ended 31 December
2023
|
|
2023
|
2022
|
|
Note
|
£000
|
£000
|
Cash flows from operating activities
|
|
|
|
Cash used in operations
|
14
|
(19,657)
|
(21,934)
|
Interest received
|
|
299
|
62
|
Interest paid
|
|
(1)
|
(1)
|
Net cash outflow from operating activities
|
|
(19,359)
|
(21,872)
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Acquisition of property, plant and
equipment
|
16
|
(1,013)
|
(708)
|
Proceeds from disposal of
property, plant and equipment
|
16
|
57
|
-
|
Deposits on right-of-use
assets
|
|
(28)
|
-
|
Net cash outflows from investing activities
|
|
(984)
|
(708)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Payment of lease
liabilities
|
26
|
(629)
|
(591)
|
Interest paid on lease
liabilities
|
26
|
(44)
|
(59)
|
Proceeds from the issue of share
capital
|
|
23,044
|
1,161
|
Proceeds from the Investment
funding arrangement, net of transaction costs
|
25
|
-
|
769
|
Proceeds from sale of conversion
shares
|
|
742
|
-
|
Financing charges on repayment of
derivative financial instruments
|
|
(992)
|
-
|
Repayment of investment funding
arrangement
|
|
(881)
|
-
|
Proceeds from the exercise of
share options and warrants
|
|
10
|
6
|
Payment of transaction costs for
the issue of share capital
|
|
(1,117)
|
-
|
Net cash inflow from financing activities
|
|
20,133
|
1,286
|
|
|
|
|
Net decrease in cash and cash
equivalents
|
|
(210)
|
(21,294)
|
Cash and cash equivalents at the
beginning of the year
|
|
5,137
|
26,355
|
Effects of exchange rate changes
on cash and cash equivalents
|
|
87
|
76
|
Cash and cash equivalents at the end of the
year
|
|
5,014
|
5,137
|
The above consolidated statement
of cash flows should be read in conjunction with the accompanying
notes.
Notes
1
General Information
Invinity Energy Systems plc (the
'Company') is a public company limited by shares incorporated and
domiciled in Jersey. The registered office address is Third Floor,
IFC5, Castle Street, St. Helier, JE2 3BY, Jersey.
The Company is quoted on the AIM
Market of the London Stock Exchange with the ticker symbol IES.L,
on the AQSE Growth Market in the United Kingdom with the ticker
symbol IES and on the OTCQX Best Market in the United States of
America with the ticker symbol IESVF.
The principal activities of the
Company and its subsidiaries (together the 'Group') relate to the
manufacture and sale of vanadium flow battery systems and
associated installation, warranty and other services.
2
Accounting policies
Basis of preparation
These consolidated financial
statements have been prepared in accordance with International
UK-adopted International Accounting Standards, the associated
interpretations issued by the IFRS Interpretations Committee
(together 'IFRS') and in accordance with the Companies (Jersey) Law
1991.
Separate presentation of the
parent company financial statements is not required by the
Companies (Jersey) Law 1991 and, accordingly, such statements have
not been included in this report.
The accounting policies applied in
preparing these consolidated financial statements are set out
below. These policies have been consistently applied throughout the
period and to each subsidiary within the Group.
The financial statements have been
prepared under the historical cost convention except where
stated.
Going concern
The Directors are satisfied that
the Group has adequate resources to continue to operate as a going
concern for the foreseeable future and that no material
uncertainties exist which could cause significant doubt with
respect to this assessment. In making this assessment, the
Directors have considered the Group's balance sheet position and
forecast earnings and cash flows for the period from the date of
approval of these financial statements to 30 June 2025.
The Group has relied on
fundraising in previous years and following the completion of
successful fundraising in May 2024, the Group had cash of £53.2
million as at 31 May 2024 (2022: £15.4 million).
As part of the going concern
assessment the Directors have prepared a cash flow forecast which
indicates that the Group would expect to remain cash positive
during this period and without the requirement for further
fundraising. The business continues in a cash outflow position,
using funding generated from previous fundraises. However, it
plans to move to a cash inflow position upon the launch and
delivery of material volume of the next generation
product.
This cash flow forecast was
stress-tested for a worst-case scenario of no positive cash
receipts from sales. In these tested scenarios, the business would
remain cash positive for the 12 months from the date of approval of
these financial statements.
Therefore, the Directors believe
it is appropriate to prepare the accounts on a going concern
basis.
New standards, amendments and interpretations effective and
adopted by the Group in 2023
Amendments to existing standards
previously issued by the IASB with effective dates during the year
ended 31 December 2023 are summarised below. There was no effect on
the Group's consolidated financial statements for the year ended 31
December 2023 as a result of the adoption of these
amendments.
IFRS 17 Insurance
Contracts
The Group has adopted IFRS 17 and
the related amendments for the first time in the current year. IFRS
17 establishes the principles for the recognition, measurement,
presentation and disclosure of insurance contracts and supersedes
IFRS 4 Insurance Contracts.
IFRS 17 outlines a general model,
which is modified for insurance contracts with direct participation
features, described as the variable fee approach. The general model
is simplified if certain criteria are met by measuring the
liability for remaining coverage using the premium allocation
approach. The general model uses current assumptions to estimate
the amount, timing and uncertainty of future cash flows and it
explicitly measures the cost of that uncertainty. It considers
market interest rates, and the impact of policyholders' options and
guarantees.
The Group does not have any
contracts that meet the definition of an insurance contract under
IFRS 17.
Amendments to 'IAS 1 Presentation
of Financial Statements and IFRS Practice Statement 2 - Making
Materiality Judgements - Disclosure of Accounting
Policies'
The Group has adopted the
amendments to IAS 1 for the first time in the current year. The
amendments change the requirements in IAS 1 with regard to
disclosure of accounting policies. The amendments replace all
instances of the term 'significant accounting policies' with
'material accounting policy information'. Accounting policy
information is material if, when considered together with other
information included in an entity's financial statements, it can
reasonably be expected to influence decisions that the primary
users of general-purpose financial statements make on the basis of
those financial statements.
The supporting paragraphs in IAS 1
are also amended to clarify that accounting policy information that
relates to immaterial transactions, other events or conditions is
immaterial and need not be disclosed. Accounting policy information
may be material because of the nature of the related transactions,
other events or conditions, even if the amounts are immaterial.
However, not all accounting policy information relating to material
transactions, other events or conditions is itself
material.
The IASB has also developed
guidance and examples to explain and demonstrate the application of
the 'four-step materiality process' described in IFRS Practice
Statement 2.
Amendments to 'IAS 12 Income Taxes
- Deferred Tax related to Assets and Liabilities arising from a
Single Transaction'
The Group has adopted the
amendments to IAS 12 for the first time in the current year. The
amendments introduce a further exception from the initial
recognition exemption. Under the amendments, an entity does not
apply the initial recognition exemption for transactions that give
rise to equal taxable and deductible temporary differences.
Depending on the applicable tax law, equal taxable and deductible
temporary differences may arise on initial recognition of an asset
and liability in a transaction that is not a business combination
and affects neither accounting profit nor taxable profit. Following
the amendments to IAS 12, an entity is required to recognise the
related deferred tax asset and liability, with the recognition of
any deferred tax asset being subject to the recoverability criteria
in IAS 12.
Amendments to 'IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors -Definition of
Accounting Estimates'
The Group has adopted the
amendments to IAS 8 for the first time in the current year. The
amendments replace the definition of a change in accounting
estimates with a definition of accounting estimates. Under the new
definition, accounting estimates are "monetary amounts in financial
statements that are subject to measurement uncertainty". The
definition of a change in accounting estimates was
deleted.
New standards and interpretations
not yet adopted
Certain new accounting standards
and interpretations have been published that are not mandatory for
31 December 2023 reporting periods and have not been early adopted
by the Company. These standards are not expected to have a material
impact on the entity in the current or future reporting periods or
on foreseeable future transactions and are summarised
below:
§ IAS 1
Classification of Liabilities as Current or Non-Current (effective
for periods beginning on or after 1 January 2024);
§ IFRS 10
and IAS 28 Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture (the effective date of the
amendments has yet to be set by the IASB);
§ IAS 1
Non-current Liabilities with Covenants (effective for periods
beginning on or after 1 January 2024);
§ IAS 7
and IFRS 7 Supplier Finance Arrangements (effective for periods
beginning on or after 1 January 2024); and
§ IFRS 16
Lease Liability in a Sale and Leaseback (effective for periods
beginning on or after 1 January 2024).
Foreign currency
Presentation currency
The consolidated financial
statements are presented in Great British Pounds (GBP) rounded to
the nearest thousand (£000), except where otherwise
indicated.
Functional currency
Items included in the financial
information of the individual companies that comprise the Group are
measured using the currency of the primary economic environment in
which each subsidiary operates (its functional
currency).
Whilst Jersey uses the Jersey
Pound as its currency, Jersey is in a currency union with the
United Kingdom and so the functional currency of the parent company
of the Group has been determined to be GBP.
Foreign currency
transactions
Transactions in currencies other
than an entity's functional currency (foreign currencies) are
translated using the exchange rate on the date of the transaction.
Foreign exchange gains and losses resulting from the settlement of
transactions denominated in a foreign currency are translated into
functional currency using the relevant exchange rate at the date of
the transaction.
Foreign exchange gains and losses
resulting from the settlement of foreign currency transactions and
from the translation at the balance sheet date of monetary assets
and liabilities denominated in foreign currencies, are recognised
in the consolidated statement of comprehensive loss within
gains/(losses) on foreign currency transactions.
Foreign currency gains/(losses)
realised on the retranslation of subsidiaries as part of the
year-end consolidation are recorded in the translation reserve that
forms a part of shareholders' funds in the consolidated financial
statements of the Group.
Consolidation of subsidiaries
Subsidiaries are all entities over
which the Company has control. The Company controls an entity when
it is exposed to, or has rights over, variable returns from its
involvement with the entity and can affect those returns through
its ability to exercise control over the entity. Subsidiaries are
consolidated in the Group financial statements from the date at
which control is transferred to the Company.
Subsidiaries are deconsolidated
from the date that control ceases. The ability to control an entity
may cease because of the sale of a subsidiary or other change in
the Company's shareholding in that subsidiary, voting rights or
board representation.
Foreign currency operations
Subsidiaries of the Company may
have functional currencies that are different from that of the
Company. Since the Group financial statements are presented in GBP,
the assets and liabilities of foreign currency subsidiaries
consolidated into these financial statements are translated into
the Group's presentational currency using exchange rates prevailing
at the end of the reporting period. Income and expense items are
similarly translated using the average rate for each month during
the year. The exchange rates on the actual dates of transactions
are used where exchange rates fluctuate significantly within a
month. Exchange differences arising on consolidation are recognised
in other comprehensive income and are accumulated as part of
shareholder's equity.
Transaction between entities within the
Group
Transactions and balances between
companies forming part of the Group together with any unrealised
income and expenses arising from intra-group transactions are
eliminated in the preparation of the consolidated financial
statements of the Group.
Operating segments
The Group is organised internally
to report to the Executive Directors as a whole. The Executive
Directors comprise the Chief Executive Officer, the Chief
Commercial Officer, and the Chief Financial Officer and Chief
Development Officer. The Executive Directors, as a group, have been
determined, collectively, to prosecute the role of chief operating
decision maker of the Group. The chief operating decision maker is
ultimately responsible for entity-wide resource allocation
decisions, the evaluation of the financial, operating and ESG
performance of the Group.
The Group's activities have been
determined to represent a single operating segment being the
provision of vanadium flow batteries and ancillary services,
principally comprising installation and integration services, and
the provision of extended warranties for battery units
sold.
Revenue
The Group generates revenue from
the sale of battery storage systems integration hardware,
installation, extended warranty and other services. These multiple
elements are separate performance obligations that are derived from
contractual arrangements with customers. The sales contracts do not
include a general right of return.
For contracts that contain
multiple elements or promises, the Group accounts for individual
goods and services separately if they are distinct. A product or
service is distinct if it is separately identifiable from other
items in the agreement and where a customer can benefit from the
good or service on its own or together with other resources that
are readily available.
The consideration paid for each
performance obligation is typically fixed. A significant portion of
the aggregate payment due under a contract for sale is normally due
before delivery or completion of the service. The total
consideration under the contract is allocated between the distinct
performance obligations contained in the contract based on their
stand-alone selling prices. The stand-alone selling price is
estimated using an adjusted market assessment approach that looks
to industry benchmarks or pricing surveys for certain standalone
products or services.
The Group measures revenue based
on the consideration specified in the contracts for sale with
customers. Revenue is recognised when a performance obligation is
satisfied by transferring control over a good or service to a
customer. With respect to the battery system, associated control
systems and integration hardware, control is transferred at a point
in time and is usually based on the contractual shipping terms. In
certain instances, the battery system and integration hardware may
be ready for delivery although the customer is not ready to receive
the product. The Group will recognise revenue in accordance with
IFRS 15 as a Bill-and-Hold arrangement if all of the following
conditions are satisfied:
§ The
reason for the bill and hold arrangement is substantive;
§ The
battery systems and hardware are identified separately as belonging
to the customer;
§ The
battery systems and hardware are currently ready for physical
transfer to the customer; and
§ The
Company does not have the ability to use the product or to direct
it to another customer.
With respect to the services that
includes installation and commissioning, the performance obligation
is usually satisfied at a point in time when a when a commissioning
certificate or site performance report has been issued to the
customer. Revenue excludes any taxes such as sales taxes, value
added tax or other levies that are invoiced and collected on behalf
of third parties, such as government tax authorities.
In addition, under the terms of
its contracts for sale, the Group may be responsible for other
services such as storing and delivering battery systems to its
customers. When this is the case, the Group will invoice the
relevant customer for, and will recognise as revenue, any charges
incurred together with any associated handling costs. Revenue is
recognised for the storage services over time as the services are
delivered and for shipping services at a point in time when the
goods are delivered to the agreed upon location. The related costs
incurred by the Group for storage, shipping and handling services
are recognised as cost of sales concurrent with the recognition of
the associated revenue.
Grant income
Government and other grants
received are recognised in the consolidated statement of profit and
loss in the period that the related expenditure is incurred. Grant
income received in respect of costs incurred is presented net
within the associated cost category. Capital grants are similarly
netted against the relevant asset acquired or
constructed.
Grant income received in advance
of the associated expenditure is presented as deferred income
within contract liabilities and released to profit and loss as the
associated expenditure is incurred. Grant income receivable is
presented as accrued income within contract assets until such time
as it can be claimed or is received.
Finance income and costs
Finance income comprises interest
on cash deposits, foreign currency gains and the unwind of discount
on any assets that are carried at amortised cost. Interest income
is recognised as it accrues using the effective interest rate
method.
Finance costs include foreign
currency losses and the unwind of the discount on any liabilities
held at amortised cost, such as lease liabilities arising from
lease contracts.
Employee benefits
Short-term benefits
Benefits provided to employees
that are short-term in nature are recognised as expenses in the
statement of profit and loss as the related service is provided.
The principal short-term benefits given to employees are salaries,
associated holiday pay and other periodic benefits such as
healthcare and pension contributions made by the Group for the
benefit of the employee. A liability is recognised for the amount
expected to be paid under short-term cash bonus plans if there is
either a present legal or constructive obligation to pay the amount
and the amount can be reliably estimated.
Share-based payments
The Group operates equity-settled
share-based compensation plans, under which it compensates
employees for services rendered through the issue of equity
instruments, deferred share awards or options to subscribe for
ordinary shares of the Group. The fair value of the employee
services received in exchange for the grant of the equity
instruments, shares or options is recognised as an expense. The
total amount to be expensed is determined by reference to the fair
value of the options granted:
§ including any market conditions (for example, the Group's
share price);
§ excluding the impact of any service and non-market
performance vesting conditions (for example, profitability, sales,
growth targets, and the requirement to remain as an employee of the
Group over a specified period); and
§ including the impact of any non-vesting
conditions.
Non-market performance and service
conditions are included in the assumptions regarding the number of
options that are expected to vest. The total expense is recognised
over the vesting period, which is the period over which all the
specified vesting conditions are to be satisfied.
In some circumstances, employees
may provide services in advance of the grant date and therefore the
grant date fair value is estimated for the purposes of recognising
the expense during the period between service commencement and the
grant date.
At the end of each reporting
period, the Group revises its estimates of the number of options
that are expected to vest based on the non-market vesting
conditions. It recognises the impact of the revision to original
estimates, if any, in the consolidated statement of profit and
loss, with a corresponding adjustment to equity.
Any social security contributions
payable in connection with the grant of the share options is
considered an integral part of the grant itself, and the charge
will be treated as a cash-settled transaction.
Taxes
The total tax charge or credit
recognised in the statement of profit and loss comprises both
current and deferred taxes. Taxation is recognised in the
consolidated statement of profit and loss except to the extent that
it relates to a business combination or items recognised directly
in equity or other comprehensive income.
Current tax
The current tax charge is based on
the taxable profit for the year. Taxable profit or loss is
different from the profit or loss reported in the statement of
profit and loss as it excludes items of income and/or expense that
are taxable or deductible in other years (temporary differences)
and it further excludes items that are never taxable nor deductible
(permanent differences).
Deferred tax
Deferred tax is the tax that is
expected to be payable or recoverable on differences between the
carrying value of assets and liabilities in the financial
statements and the corresponding value of those assets and
liabilities used to calculate taxable profit or loss.
Deferred tax assets are recognised
for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets
are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused
tax losses can be utilised.
Deferred tax assets and
liabilities are recognised using the liability method for all
taxable temporary differences, except in respect of taxable
temporary differences associated with investments in subsidiaries
and associates. Where the timing of the reversal of temporary
difference arising from such investment related assets and
liabilities can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future then the
Group does not recognise deferred tax liabilities on these
items.
A deferred tax asset or liability
is not recognised if a temporary difference arises on initial
recognition of an asset or liability and, at the time of the
transaction, affects neither the accounting profit nor taxable
profit or loss.
Current and deferred tax is
calculated using tax rates and laws that have been enacted or
substantively enacted at the balance sheet date. Deferred tax
balances are presented on a gross basis. Refer to note 18, deferred
tax balances.
Earnings per share
The Group presents basic and
diluted earnings per share ("EPS") data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable
to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the year.
Diluted EPS is determined by
adjusting the weighted average number of ordinary shares
outstanding used in the EPS calculation to include all potentially
dilutive ordinary shares, which, in the case of the Company,
represents additional shares that could be issued in relation to
'in-the-money' convertible notes, warrants or share
options.
The effects of anti-dilutive
potential ordinary shares are ignored in calculating diluted EPS.
Anti-dilution is when an increase in earnings per share or a
reduction in loss per share would result from the exercise of such
options, warrants or convertible instruments.
Intangible assets
Goodwill
The Group allocates the fair value
of the purchase consideration on the acquisition of a subsidiary to
the assets acquired and liabilities assumed based on an assessment
of fair value at the acquisition date. Any excess of purchase
consideration is recognised as goodwill. Where goodwill is
recognised, it is allocated to the cash generating units (CGUs) in
a systematic manner reflective of how the Group expects to recover
the value of the goodwill. Because the Group has been determined to
consist of a single business unit, the carrying value of goodwill
is tested for impairment based on the recoverable value of the
Group as a whole.
Goodwill is tested for impairment
on an annual basis, and the Group will also test for impairment at
other times if there is an indication that an impairment may exist.
Determining whether goodwill is impaired requires an
estimation of the value-in-use of the CGU. The key estimates are
therefore the selection of the suitable discount rates and the
estimation of future growth rates which may depend on specific
risks and the anticipated economic and market conditions related to
the CGU.
As part of determining the value
in use of the CGU, sensitivities have been considered on the
underlying inputs included within the value-in-use calculations
used for impairment reviews and no impact exists on the carrying
value of goodwill, given the headroom identified as a result of the
impairment test. Goodwill is impaired where circumstances indicate
that the recoverable amount of the underlying CGU may no longer
support the carrying value of the CGU. An impairment charge is
recognised in the statement of profit and loss for the period in
which it is determined the goodwill is no longer recoverable.
Impairment losses related to goodwill cannot be reversed in future
periods.
Internally generated intangible assets - research and
development costs
Research
Expenditure on research activities
is recognised as an expense in the period in which it is incurred.
Research activities are aimed at creating new knowledge or the use
of existing knowledge in new or creative ways to generate new
concepts. Research activity does not typically have a defined
commercial objective at the outset.
Development
Where projects evolve toward
commerciality or are related to a specific commercial objective
they are assessed to determine whether the activity constitutes
development that is associated with a commercial objective or
practical application.
The associated costs represent
development costs and can be capitalised if, and only if, the
following conditions can be demonstrated:
§ the
technical feasibility of completing the intangible asset so that it
can be made available for use or sale;
§ the
intention to complete the intangible asset for use or
sale;
§ the
availability of adequate technical, financial and other resources
to complete the development and to use or sell it;
§ an
asset is created that can be separately identified for use or
sale;
§ it is
probable that the asset created will generate future economic
benefits; and
§ the
development cost of the asset can be measured reliably.
Development work undertaken by the
Group typically relates to the refinement of design, materials
selection, construction techniques, firmware and control systems to
enhance battery system performance over successive generations.
Where development costs are capitalised, they are amortised over
the expected period to the introduction of the next generation of
battery system.
Amortisation is recorded over that
period on a straight-line basis with the corresponding amortisation
charge recognised in the statement of profit and loss as a
component of administrative expenses.
Four years has historically been
the typical cycle time between successive generations of battery
system design.
Other intangible assets
Intangible assets other than
goodwill that are acquired by the Group are stated at their
historical cost of acquisition less accumulated amortisation and
any impairment losses.
Software and purchased domain
names
Third-party software is initially
capitalised at its cost of purchase. Amortisation is charged to
administrative expenses over the expected useful life of the
software which has been assessed as three years from the date of
acquisition.
Acquired domain names are
initially capitalised at cost of purchase. Amortisation is charged
to administrative expenses over the expected useful life of the
domain name which has been assessed as ten years from the date of
acquisition.
Patents and
certifications
Patent rights and certifications
are initially capitalised at the cost of applying for relevant
patent rights and other protections, and certifications.
Amortisation is charged to administrative expenses over the
expected useful life of the patents and certifications which has
been assessed as five years from the date of
acquisition.
Property, plant and equipment
Items of property, plant and
equipment are stated at historical cost less accumulated
depreciation and any impairment losses. Historical cost includes
expenditure that is directly attributable to the acquisition of the
items. Subsequent expenditure is only included in the asset's
carrying amount or recognised as a separate asset, as appropriate,
when it is probable that future economic benefits associated with
that item will flow to the Group.
Costs that do not enhance the
value of an asset such as repair and maintenance costs are charged
to the statement of profit and loss in the period in which they are
incurred.
Depreciation is charged to write
off the cost of assets over their estimated useful lives on a
straight-line basis. Depreciation commences on the date the assets
are available for use. Work-in-progress assets are not depreciated
until they are available for use and transferred to the appropriate
category of property, plant and equipment.
Estimated useful lives for
property, plant and equipment and other intangible assets
are:
Category
|
Period
(years)
|
Recognition in statement of
profit and loss
|
Computer and office
equipment
|
3 -
5
|
Administrative expenses
|
Leasehold improvements
|
Shorter
of lease term or useful life
|
Administrative expenses / Cost of sales
|
Vehicles
|
3
|
Administrative expenses
|
Manufacturing equipment and
tooling
|
3 -
20
|
Cost of
sales
|
R&D Equipment
|
5 -
10
|
Administrative expenses
|
Software and purchased domain
names
|
3
|
Administrative expenses
|
Patents and
certifications
|
10
|
Administrative expenses
|
Depreciation methods, useful lives
and residual values of assets are reviewed, and adjusted
prospectively as appropriate, at each reporting date.
Where an asset is disposed of, the
corresponding gain or loss on disposal is determined by comparing
the sales proceeds received with the carrying amount of that asset
at the date of disposal. Gains or losses on disposal of fixed
assets are included within other items of operating income and
expense in the statement of profit and loss.
Impairment of tangible and intangible
assets
The Group reviews the carrying
values of its tangible and intangible assets, other than goodwill,
at each balance sheet date to determine if any indicators exist
that could mean those assets are impaired. Where an indicator of
impairment exists the recoverable amount of the relevant asset (or
CGU) is estimated to determine the amount of any potential
impairment loss.
Recoverable amounts are determined
using a discounted cash flow model related to each asset or CGU
being assessed. The discount rate applied to the cash flows in the
model is a pre-tax discount rate that reflects market assessment of
the time value of money and risks specific to the groups of assets
being considered.
If the recoverable value estimated
in the cash flow model for a specific asset (or CGU) is lower than
the carrying value, then the carrying value of the asset is reduced
to its estimated recoverable value with a corresponding charge
immediately recognised in the statement of profit and
loss.
Where the condition that gave rise
to an impairment loss reverses in a subsequent period, the
impairment loss is similarly reversed and the carrying value of the
asset increased to the revised estimate of its recoverable value.
The carrying value of an asset immediately following the reversal
of an impairment cannot exceed the carrying value that the asset
would have had if the original impairment had not been made and the
asset was depreciated as normal. A reversal of an impairment loss
is recognised immediately in profit or loss.
The value of any impairment (or
reversal of impairment) of an asset is recorded in the same
financial statement line item where depreciation or amortisation of
the asset would normally be shown.
Where it is impractical to
meaningfully assess recoverable amount using a discounted cash flow
model, for instance where near term cash flows are low or negative,
an assessment of the fair value adjusted for the costs that would
be incurred in the disposal of an asset or operation is used. This
is typically the case for development stage assets, operations or
associated intangible assets (including goodwill) where the
underlying products or technologies have not yet been
commercialised.
Provisions
Provisions are established when
the Group has a present legal or constructive obligation because of
past events, it is probable that an outflow of resources will be
required to settle the obligation and the amount of that outflow
can be reliably estimated.
Provisions are measured at the
Group's best estimate of the expenditure required to settle the
obligation at the financial position date, considering the risks
and uncertainties of the obligation, and are discounted to present
value of the expenditures that are expected to be incurred in
settling the obligation using a pre-tax discount rate that reflects
current market assessment of the time value of money and the risks
related to the obligation. The initial recognition of a provision
results in a corresponding charge to profit or loss. Where
discounting is used, the carrying amount of a provision increases
in each period to reflect the passage of time, this increase is
recognised as borrowing cost.
Leases
Group entities only participate in
lease contracts as the lessee. Lease contracts typically relate to
facilities.
On inception of a contract, the
Group assesses whether it contains a lease. A contract is a lease
or contains a lease if it conveys the right to control the use of
an identified asset for a period of time in exchange for
consideration. The right to control the use of an identified asset
is determined based on whether the Group has the right to obtain
substantially all the economic benefits from the use of the asset
throughout the period of use, and if the Group has the right to
direct the use of the asset.
Obligations under a lease are
recognised as a liability with a corresponding right-of-use asset,
these are recognised at the commencement date of the
lease.
The lease liability is initially
measured at the present value of the lease payments that have not
yet been paid at the inception of the lease, discounted using the
interest rate implicit in the lease contract. Where the interest
rate implicit in the lease contract cannot be readily determined,
the Group's incremental borrowing rate is used.
Variable lease payments that do
not depend on an index or rate are not included in the measurement
of the lease liability. The lease liability is measured at
amortised cost using the effective interest rate method.
The lease liability is
subsequently measured at amortised cost using the effective
interest method. It is remeasured when:
§ there
is a change in future lease payments arising from a change in an
index or rate;
§ there
is a change in the Group's estimate of the amount expected to be
payable under a residual value guarantee; or
§ the
Group changes its assessment of whether it will exercise a
purchase, extension or termination option.
When a lease liability is
remeasured under one of these scenarios, a corresponding adjustment
is made to the carrying value of the right-of-use asset or in
profit and loss when the carrying amount of the asset has already
been reduced to zero.
The corresponding right-of-use
asset is initially measured at cost, which comprises the initial
amount of the lease liability plus any lease payments made at or
before the commencement date, any initial direct costs incurred and
an estimate of the costs required to remove or restore the
underlying asset, less any lease incentives received. The
right-of-use asset is amortised over the shorter of the asset's
useful life and the lease term on a straight-line basis.
The Group has elected not to
recognise right-of-use assets and corresponding lease liabilities
for short-term leases, those existing leases with a lease term of
less than 12 months and leases related to low value assets with an
annual lease cost of £5,000 or less. The payments for the exempt
leases are recognised as an expense on a straight-line basis over
the lease term.
The Group has elected not to
separate non-lease components from lease components, by class of
underlying asset. Each lease component and any associated non-lease
components are accounted for as a single lease
component.
Inventory
Inventory is stated at the lower
of cost and net realisable value. Cost comprises direct materials
and, where applicable, direct labour costs and those overheads that
have been incurred in bringing the inventories to their current
location and condition. Cost is calculated using the first-in,
first-out method.
Net realisable value is calculated
as the estimated selling price for an item of inventory less
estimated costs of completion.
Prepaid inventory
Prepaid inventory is recognised on
inventory payments where physical delivery of that inventory has
not yet been taken by the Group and is stated at the lower of cost
and net realisable value.
Financial instruments
Financial assets and liabilities
are recognised by the Group and recorded in the statement of
financial position when the Group is contractually bound to the
terms of the financial instrument. Financial assets and liabilities
are derecognised when the Group is no longer bound by the terms of
the financial instrument through settlement or expiry.
Financial assets
Financial assets are classified,
at initial recognition, as subsequently measured at amortised cost,
fair value through other comprehensive income (OCI), and fair value
through profit or loss.
The classification of financial
assets to which the Group is a party is determined by the nature of
the underlying financial instrument and the characteristics of the
contractual cash flows expected to be received under the terms of
instrument.
Financial assets are not
reclassified after their initial recognition unless there is a
contractual change in the nature of the cash flows under the
instrument or the business purpose of the instrument has
changed.
For a financial asset to be
classified and measured at amortised cost or fair value through
OCI, it needs to give rise to cash flows that are 'solely payments
of principal and interest (SPPI)' on the principal amount
outstanding. This assessment is referred to as the SPPI test and is
performed at an instrument level. Financial assets with cash flows
that are not SPPI are classified and measured at fair value through
profit or loss, irrespective of the business model.
Financial assets that the Group is
party to are classified and measured as follows:
Financial asset
|
Measurement
basis
|
Trade receivables
|
Amortised cost
|
Cash and cash
equivalents
|
Amortised cost
|
Amortised cost
On initial recognition, the Group
measures amortised cost for financial assets based on the fair
value of each financial asset together with any transaction costs
that are directly attributable to the financial asset.
After initial recognition,
amortised cost is measured for each financial asset held using the
effective interest rate method less any impairment loss identified.
Interest income is recognised for all financial assets, other than
those that are classified as short-term, by applying the effective
interest rate for the instrument. Interest income on short-term
financial assets is not considered to be material. Short-term
financial instruments are determined as those that have contractual
terms of 12-months or less at inception.
Interest income, foreign exchange
gains and losses, impairment, and any gain or loss on derecognition
are recognised in profit or loss.
Impairment of financial
assets
A loss allowance for financial
assets is determined based on the lifetime expected credit losses
for financial assets. Lifetime expected credit losses are estimated
based on factors including the Group's experience of collection,
the number and value of delayed payments past the average credit
periods across the Group's financial assets. The Group will also
consider factors such as changes in national or local economic
conditions that correlate with default on receivables and financial
difficulties being experienced by the counterparty.
Financial assets are impaired in
full and a corresponding charge is recognised in profit or loss
where there is no reasonable expectation of recovery.
Financial liabilities
The classification of financial
liabilities is determined at initial recognition. Financial
liabilities are classified and measured as follows:
Financial liability
|
Measurement
basis
|
Trade and other
payables
|
Amortised cost
|
Derivative financial
instruments
|
Fair
Value through Profit and Loss
|
Lease liabilities
|
Amortised cost
|
Amortised cost
At initial recognition, the Group
measures financial liabilities at amortised cost using the fair
value of the underlying instrument less transaction costs directly
attributable to the acquisition of the financial
liability.
Derecognition of financial
liabilities
The Group derecognises financial
liabilities when the Group's obligations under the relevant
instrument are discharged, expired or cancelled.
Derivative financial
instruments
Derivatives are initially
recognised at fair value on the date a derivative contract is
entered into, and they are subsequently remeasured to their fair
value at the end of each reporting period. Changes in the fair
value of any derivative instrument are recognised immediately in
profit or loss and are included in other gains/(losses).
Cash and cash equivalents
Cash and cash equivalents comprise
cash in hand and on demand deposits, and other short-term highly
liquid investments that are readily convertible to a
known
amount of cash and are subject to
an insignificant risk of change in value.
Equity instruments
Instruments are classified as
equity instruments if the substance of the relative contract
arrangements evidences a residual interest in the assets of the
Group after deducting all of its liabilities. Equity instruments
issued by the Company are recorded as proceeds received, net of
direct issue costs not charged to income.
Offsetting
Financial assets and financial
liabilities are offset and the net amount is reported in the
consolidated statement of financial position if there is a
currently enforceable legal right to offset the recognised amounts
and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.
3
Critical accounting judgments and key sources of estimation
uncertainty
The preparation of the financial
statements in conformity with generally accepted accounting
practice (GAAP) requires management to make estimates and
judgments. Those estimates and judgments can affect the reported
values for assets and liabilities as well as the disclosure of
contingent assets and liabilities at the balance sheet
date.
Management is also required to
make estimates and judgments related to the reported amounts of
revenues and expenses and related to the timing of the recognition
of those revenues and expenses.
Judgments made and estimates
applied are based on historical experience and other factors
including management's expectations of future events that are
considered relevant. Actual results may differ from these
estimates. The estimates, judgments and underlying assumptions made
are reviewed on an ongoing basis and specifically in the
preparation of the interim and annual published financial
information.
Revisions to accounting estimates
are recognised in the period in which the estimate is revised and
applied consistently in future periods subject to the ongoing
reassessment of estimates.
Critical judgments for the year under
review
Going concern
The Directors are required to
assess whether it is appropriate to prepare the financial
statements on a going concern basis. In making this assessment the
Directors need to be satisfied that the Group can meet its
obligations as they fall due and will remain cash-positive for a
period of at least 12 months from the date of approval of the
financial statements. Potential additional funding that is not yet
committed at the date of approval of the financial statements
cannot be anticipated in making the assessment of going
concern.
The Directors make their
assessment based on a cash flow model prepared by management and
based on its expectation of cash flows for the 18-month period from
the date of approval of the financial statements. The extended
period in the model provides additional comfort that the 12-month
solvency requirement can be met when making the assessment of going
concern.
In preparing the cash flow model,
assumptions have been made regarding the timing of cash collection
from customers based on the expected cash receipt under contracts
that require milestone payments to be made by customers. The timing
of the receipt of milestone payments may not always align with or
precede the costs incurred by the Company in performing its
obligations under a contract.
Downside sensitivities have been
applied to the cash flows primarily related to no sales being made.
Refer to 'Basis of preparation' for details of the going concern
analysis performed and the Directors' conclusions regarding going
concern.
The Directors expect that the
business will continue to be viable throughout the model period
and, accordingly, the financial statements have been prepared on a
going concern basis.
Revenue recognition
Sales contracts are assessed in
accordance with the Group accounting policy for revenue
recognition. The policy requires the identification of the
performance obligations, or promises, under the contract and a
determination of the conditions and implications of each
performance obligation. Revenue is recognised only when a distinct
and appropriate performance obligation under a contract is
satisfied.
Some performance obligations are
satisfied separately such as the delivery of the battery systems
and integration hardware. Other obligations may be satisfied in
conjunction with other contract promises or where a contract calls
for equipment sold under the contract to be integrated into a
larger project before formal acceptance is notified by the
customer.
Where the ability of a customer to
benefit from a product or service is dependent on the satisfaction
of other performance obligations, more than one promise may need to
be bundled together as a combined performance obligation that must
be satisfied before the revenue related to each element can be
recognised.
Identifying where hardware or
services are readily available from other providers is a key
determinant as to whether a contract promise represents a separate
performance obligation or if it should be bundled with other
promises that, together, represent a single performance
obligation.
Sources of estimation uncertainty for the year under
review
Warranty provision
The Company provides time-limited
standard warranties in its contracts for sale of battery systems.
In addition, customers may elect to purchase separate, standalone
extended warranties. Extended warranties are for periods greater
than the standard warranties that are provided with the purchase of
all battery systems.
Estimating the costs that may be
incurred by the Company in servicing warranty agreements requires
management to estimate the number of expected claims in relation to
the total number of battery systems sold. In addition, an estimate
of costs that the Company could expect to incur to remedy each
warranty claim should also be made to determine the amount of the
total provision that should be recorded for warranties.
Provisions made in respect of
expected warranty obligations are reassessed and remeasured where
actual experience indicates the claim rate may be higher or lower
than initially expected or where costs to remedy warranty claims
differ from the assumptions used in calculating the provision. The
release of an over-provision of warranty costs results in other
operating income being recognised in the period whereas an
additional provision for warranties results in a charge being
recognised.
A 20% increase in the number of
warranty claims or a 20% increase in the cost to remedy warranty
issues would increase the provision by £120,436. A 40% increase in
the number of warranty claims or a 40% increase in the cost to
remedy warranty issues would increase the provision by
£240,872.
Refer to note 21, contract related
balances.
Provision for onerous
contracts
A contract is onerous when the
unavoidable costs of meeting the Company's obligations under the
contract are expected to be greater than the revenue earned under
that contract.
The assessment of unavoidable
costs includes direct costs such as parts and labour and indirect
costs, such as production overhead or indirect labour, that are
expected to be incurred in servicing a warranty claim.
The assessment of future costs is
inherently subjective and requires the use of estimates in
determining the appropriate amount of provision that may be
required.
A 20% increase in unavoidable
costs would increase the provision by £66,493. A 40% increase in
unavoidable costs would increase the provision by
£132,986.
Refer to note 21, contract related
balances.
4
Revenue from contracts with customers and income from government
grants
Segment information
The Group derives revenue from a
single business segment, being the manufacture and sale of vanadium
flow battery systems and related hardware together with the
provision of services directly related to battery systems sold to
customers.
The Group is organised internally
to report on its financial and operational performance to its chief
operating decision maker, which has been identified as the three
Executive Directors as a group.
All revenues in 2023 were derived
from continuing operations.
|
2023
|
2022
|
Revenue from contracts with customers
|
£000
|
£000
|
Battery systems and associated
control systems
|
19,425
|
2,548
|
Integration hardware
|
1,470
|
-
|
Installation and
commissioning
|
504
|
254
|
Other services
|
607
|
142
|
Total revenue in the consolidated statement of profit and
loss
|
22,006
|
2,944
|
Analysed as:
|
|
|
Revenue recognised at a point in
time
|
22,000
|
2,936
|
Revenue recognised over
time
|
6
|
8
|
Total revenue in the consolidated statement of profit and
loss
|
22,006
|
2,944
|
Grant income shown against cost of
sales
|
11
|
647
|
|
22,017
|
3,591
|
Geographic analysis of revenue
The Group's revenue from contracts
with customers was derived from the following geographic
regions:
|
2023
|
2022
|
Geographic analysis of revenue
|
£000
|
£000
|
Asia
|
737
|
160
|
Australia
|
6,212
|
-
|
Europe
|
2,826
|
1,691
|
North America
|
12,231
|
1,093
|
Total revenue in the consolidated statement of profit and
loss
|
22,006
|
2,944
|
The Group maintains its principal
production and assembly facilities in Bathgate, Scotland and
Vancouver, Canada. These facilities include office space for
design, sales and administrative teams. The Group also has offices,
operations and management based in London, England and San
Francisco, California.
The Group does not consider that
the locations of its operations constitute geographic segments as
they are managed centrally by the executive management team. The
location of the manufacturing plants and business development
activity is a function of time-zone when servicing customers both
pre-sale and during product delivery. The geographic location of
offices, facilities and management is not related to distinct
markets or customer characteristics at the present time.
Significant customers and concentration of
revenue
Revenue from contracts with
customers was derived from three
(2022: three) customers who each accounted for
more than 10% of total revenue as follows:
|
2023
|
2022
|
Significant customers and concentration of
revenue
|
£000
|
£000
|
Customer A
|
6,238
|
-
|
Customer B
|
6,038
|
-
|
Customer C
|
4,299
|
-
|
Customer D
|
-
|
1,247
|
Customer E
|
-
|
466
|
Customer F
|
-
|
466
|
Grant income other than revenue
The Group receives grant income to
help fund certain projects that are eligible for support, typically
in the form of innovation grants. The total grant income that was
received in the year was as follows:
|
2023
|
2022
|
Grant income received
|
£000
|
£000
|
Business support grants against
employee costs - COVID-19
|
-
|
(11)
|
Grants for research and
development
|
160
|
647
|
Grants for product
deployment
|
378
|
|
Economic and social
development
|
1
|
-
|
Total government grants
|
539
|
636
|
Disclosed as:
Grant income against cost of
sales
|
11
|
647
|
Grant income against
administrative
expenses
|
528
|
(11)
|
5
Cost of sales
|
2023
|
2022
|
|
£000
|
£000
|
Movement in inventories of
finished battery systems
|
27,023
|
6,168
|
Movement in provisions for
warranty and warranty costs
|
(429)
|
763
|
Movement in provisions for sales
contracts
|
(1,233)
|
(4,004)
|
Total cost of sales
|
25,361
|
2,927
|
6
Administrative expenses
|
2023
|
2022
|
|
£000
|
£000
|
Staff costs
|
12,750
|
10,322
|
Research and development
costs
|
1,868
|
2,184
|
Research and development
recoveries, tax credits and grants
|
(1,949)
|
(592)
|
Professional fees
|
669
|
2,983
|
Sales and marketing
costs
|
1,048
|
249
|
Facilities and office
costs
|
232
|
385
|
Depreciation and
amortisation
|
1,056
|
1,150
|
Other administrative
costs
|
3,411
|
2,361
|
Total administrative expenses
|
19,085
|
19,042
|
No development costs were
capitalised in the period (2022: £nil).
7
Auditors' Remuneration
|
2023
|
2022
|
|
£000
|
£000
|
Fees payable to the Company's
auditors for the audit of the consolidated financial
statements
|
282
|
271
|
Audit of financial statements of
subsidiaries pursuant to legislation
|
17
|
33
|
Fees payable to the Company's
auditor for other services:
|
|
|
·
Tax compliance services
|
-
|
19
|
|
299
|
323
|
The Group has a policy in place
related to the commissioning of non-audit service from its auditors
where all such work requires pre-approval by the Audit & Risk
Committee before the commencement of any non-audit work.
Audit fees are discussed with and
approved by the Audit & Risk Committee.
8
Staff costs and headcount
|
2023
|
2022
|
Staff costs
|
£000
|
£000
|
Wages and salaries
|
11,475
|
9,280
|
Employer payroll taxes
|
839
|
840
|
Contributions to defined
contribution plans
|
123
|
95
|
Other benefits
|
977
|
822
|
Share-based payments
|
726
|
388
|
Total staff costs
|
14,140
|
11,425
|
Administrative staff costs in the
year were £12,749,556 (2022: £10,321,870) and staff costs included
in cost of sales were £1,390,336 (2022: £1,103,027).
|
2023
|
2022
|
Average headcount
|
Number
|
Number
|
Canada
|
73
|
71
|
United Kingdom
|
59
|
68
|
United States of
America
|
8
|
7
|
South Africa
|
-
|
1
|
Total
|
140
|
147
|
Key management compensation
The key management of the Group
comprises the members of the senior leadership team.
|
2023
|
2022
|
Key management compensation
|
£000
|
£000
|
Short-term employee
benefits
|
2,364
|
1,812
|
Post-employment
benefits
|
14
|
16
|
Equity settled share-based
payment
|
263
|
225
|
Total key management
compensation
|
2,641
|
2,053
|
Prior year equity settled
share-based payment was included into the table above to conform to
the current period presentation.
9
Share-based payments
Since its incorporation, the
Company has operated various share-based incentive plans. The
purpose of each of the schemes has been to incentivise Directors
and employees related to improving Company performance and building
shareholder value.
Set out below is a summary of the
option awards in issue at 31 December 2023.
Standard
|
Grant date
|
Final Expiry
date
|
Exercise
price
|
|
2023
|
2022
|
redT 2015 plan
|
07 Dec
2015
|
07 Jan
2020
|
58.95
|
€c
|
-
|
68,803
|
redT 2018 plan
|
18 May
2018
|
18 May
2023
|
352.50
|
p
|
3,888
|
3,888
|
Invinity Energy 2018
ESOP
|
01 Apr
2020
|
12 Mar
2030
|
82.50
|
p
|
151,428
|
185,143
|
Invinity Energy 2018
ESOP
|
01 Apr
2020
|
12 Mar
2030
|
82.50
|
p
|
290,000
|
290,000
|
Invinity Energy 2018 Consultant
SOP
|
01 Apr
2020
|
12 Mar
2030
|
82.50
|
P
|
378,000
|
378,000
|
Invinity Energy 2018
ESOP
|
01 Apr
2020
|
07 Jul
2026
|
4.34
|
p
|
1,052,134
|
1,052,134
|
Invinity Energy 2018
ESOP
|
01 Apr
2020
|
08 May
2029
|
6.84
|
p
|
628,358
|
658,314
|
Invinity Energy 2018
ESOP
|
26 Aug
2020
|
26 Aug
2030
|
113.00
|
p
|
1,540,000
|
2,043,334
|
Invinity Energy 2018
ESOP
|
28 Jan
2021
|
28 Jan
2031
|
204.00
|
p
|
313,000
|
372,000
|
Invinity Energy 2018
ESOP
|
04 Mar
2021
|
04 Mar
2031
|
152.00
|
p
|
170,000
|
194,000
|
Invinity Energy 2018
ESOP
|
15 Apr
2021
|
15 Apr
2031
|
151.00
|
p
|
84,000
|
108,000
|
Invinity Energy 2018
ESOP
|
03 Aug
2021
|
03 Aug
2031
|
134.50
|
p
|
290,000
|
375,000
|
Invinity Energy 2018
ESOP
|
29 Oct
2021
|
29 Oct
2031
|
111.50
|
p
|
263,000
|
297,000
|
Invinity Energy 2018
ESOP
|
20 Dec
2021
|
20 Dec
2031
|
91.00
|
p
|
135,000
|
135,000
|
Invinity Energy 2018
ESOP
|
03 Feb
2022
|
03 Feb
2032
|
64.50
|
p
|
150,000
|
186,000
|
Invinity Energy 2018
ESOP
|
02 Mar
2022 APR
|
02 Mar
2032
|
93.50
|
p
|
45,000
|
60,000
|
Invinity Energy 2018
ESOP
|
11 Apr
2022
|
11 Apr
2032
|
90.00
|
p
|
60,000
|
60,000
|
Invinity Energy 2018
ESOP
|
11 Jul
2022
|
11 Jul
2032
|
45.50
|
p
|
500,000
|
500,000
|
Invinity Energy 2018
ESOP
|
08 Dec
2022
|
08 Dec
2032
|
38.00
|
p
|
531,000
|
822,000
|
Invinity Energy 2018
ESOP
|
27 Jan
2023
|
27 Jan
2033
|
42.00
|
p
|
2,655,100
|
-
|
Invinity Energy 2018
ESOP
|
20 Apr
2023
|
20 Apr
2033
|
43.50
|
p
|
97,000
|
-
|
Invinity Energy 2018
ESOP
|
19 Jul
2023
|
19 Jul
2033
|
51.20
|
p
|
4,177,000
|
-
|
Invinity Energy 2018
ESOP
|
26 Oct
2023
|
26 Oct
2033
|
38.00
|
p
|
369,000
|
-
|
Invinity Energy 2018
ESOP
|
07 Dec
2023
|
07 Dec
2033
|
29.50
|
p
|
75,000
|
-
|
|
|
|
|
|
13,957,908
|
7,788,616
|
|
|
|
|
|
|
|
Non-standard
|
Grant date
|
Expiry
date
|
Exercise
price
|
|
2023
|
2022
|
Long-term Incentive
plan
|
8 Dec
2009
|
30 Jul
2023
|
50.00
|
€c
|
-
|
15,000
|
Camco 2006 Executive Share
Plan
|
30 Jul
2013
|
30 Jul
2023
|
50.00
|
€c
|
-
|
68,127
|
redT 2018 plan
|
30 May
2018
|
30 Jul
2023
|
400.00
|
p
|
-
|
70,000
|
|
|
|
|
|
-
|
153,127
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
13,957,908
|
7,941,743
|
|
|
|
|
|
|
|
Weighted average remaining
contractual life of options outstanding at the end of the
year
|
|
7.96
|
7.18
|
A total of 39,956 employee options
were exercised during the year (2022: 87,678) with a weighted
average exercise price of 14.64 pence per share (2022:
4.34p).
The grant-date fair value of share
options issued is calculated using a Black-Scholes methodology at
the date of grant. Key inputs to the model include the share price
at the date of grant, the option exercise price, the term of the
award, share price volatility, the risk-free interest rate (by
reference to government bond yields) and the expected dividend
yield rate, which has historically been and continues to be zero,
reflective of the development-stage nature of the Group.
The Long-term Incentive Plan,
Camco 2006 Executive Share Plan and redT 2015 Plan are closed and
all options have expired in 2023. No further option awards will be
made under any of these plans.
The aggregate number of options
granted, vested, exercised and forfeited during the year under the
plans are summarised and analysed between unvested and vested
awards as follows:
|
Unvested
|
Vested
|
At 1 January 2023
|
3,538,691
|
84.86p
|
4,249,925
|
72.80p
|
Granted
|
8,184,600
|
46.41p
|
-
|
-
|
Forfeited
|
(1,279,738)
|
52.13p
|
(695,614)
|
114.21p
|
Vested
|
(1,844,379)
|
91.84p
|
1,844,379
|
91.84p
|
Exercised
|
-
|
-
|
(39,956)
|
14.64p
|
At 31 December 2023
|
8,599,174
|
51.64p
|
5,358,734
|
74.42p
|
|
Unvested
|
Vested
|
At 1 January 2022
|
4,369,588
|
113.47p
|
2,708,094
|
35.26p
|
Granted
|
1,781,000
|
50.39p
|
-
|
-
|
Forfeited
|
(900,589)
|
121.89p
|
(81,799)
|
96.31p
|
Vested
|
(1,711,308)
|
108.00p
|
1,711,308
|
108.00p
|
Exercised
|
-
|
-
|
(87,678)
|
4.34p
|
At 31 December 2022
|
3,538,691
|
82.73p
|
4,249,925
|
69.24p
|
Plans with standard performance conditions
The primary share plan that
remains outstanding at 31 December 2023 is the 2018 plan. The 2018
plan was adopted by the Board on 14 May 2018 and introduced HMRC
scheme rules related to certain non-taxable option grants. The plan
contains a provision to issue options as CSOP, EMI or unapproved
awards.
Parallel options issued
In addition, certain legacy redT
options were reissued in 2020 as they were considered by the Board
to be sufficiently 'out-of-the-money' such that they no longer
provided a performance incentive to the holders of the options. As
a mechanism to adjust the terms of the unfavourable options, new
parallel options were issued on a one-for-one basis with the same
terms as the original awards excepting that they were issued with a
lower exercise price.
Both the original and parallel
option schemes remain in existence. However, the exercise by an
employee of a single option from either pool (original or parallel)
allocated to them will cause the equivalent value in the other pool
to be forfeited. Accordingly, the number of options disclosed above
has been adjusted to remove the number of options that is
equivalent to the number of parallel options issued.
Other options
On 10 May 2021, the Company
granted an option for 8,672,273 shares to Gamesa Electric S.A.
Unipersonal (GaE), a wholly-owned subsidiary of Siemens Gamesa
Renewable Energy S.A. The options were granted to GaE in
consideration of its entering into a joint development and
commercialisation agreement with Invinity Energy Nexus Limited, a
wholly-owned subsidiary of the Company.
The exercise price of the options
is 175 pence and upon exercise of those options then for as long as
GaE holds at least 5% of the issued share capital of the Company it
shall be entitled, subject to certain conditions, to nominate one
non-executive director to the Board of the Company. The options
expire on 10 May 2025.
Warrants issued in the period or
outstanding
The Company had 909,090 warrants
outstanding at 31 December 2023 in relation to a 2020 investment
agreement with Riverfort Global Opportunities ("Riverfort") which
expired 2 April 2024.
VSA Capital was awarded 340,000
warrants with an exercise price of 82.5 pence in April 2020, at the
time of the merger. These warrants are outstanding and expire on 2
April 2025. In June 2023, the exercise price was amended to 50
pence with the expiry date remaining unchanged.
In December 2021, the Company
issued 14,464,571 'placing units' comprised of one share, one
short-term warrant and one long-term warrant.
At 31 December 2023, the Company
had nil (2022: 14,464,317) short-term warrants and 14,463,665
(2022: 14,646,317) long-term warrants outstanding.
Short-term warrants expired 16
December 2023. The long-term warrants' subscription price was
amended to 100 pence per ordinary share, giving the holder the
right to subscribe to one new ordinary share at any time from
Second Admission until 16 December 2024. The warrants are trading on the Aquis Stock Exchange (AQSE)
and have been deemed to have no fair value based on the price at
which they are currently quoted.
In December 2022, the Company
issued 1,350,020 warrants as part of the convertible loan facility
with Riverfort Global Opportunities and YA
II PN Ltd ("Noteholders"). Each warrant gives the holder the right
to subscribe for one new ordinary share at a price of 32 pence per
ordinary share until 14 December 2026.
In consideration of the
Noteholders undertakings, the Company has agreed to grant a further
449,980 warrants at an exercise price of 32 pence which will expire
on 14 December 2026.
10 Other items of operating income and
expense
The following items are included
in comprehensive loss:
|
2023
|
2022
|
|
£000
|
£000
|
(Income)/expense
|
|
|
|
|
|
Provision for onerous contracts,
net of amounts used
|
-
|
554
|
(Gain)/Loss on disposal of
property, plant and equipment
|
(15)
|
33
|
Obsolete inventory
|
8
|
25
|
Impairment of inventory to net
realisable value
|
151
|
-
|
Loss/(gain) on curtailment of
right-of-use asset
|
205
|
(8)
|
Total other operating expenses
|
349
|
604
|
11 Net finance income and costs
|
2023
|
2022
|
|
£000
|
£000
|
Finance income
|
|
|
Interest on bank deposits and
money market funds
|
(299)
|
(62)
|
Gain on realised foreign currency
transactions
|
(42)
|
(38)
|
Gain on unrealised foreign
currency transactions
|
(71)
|
(410)
|
Finance costs
|
|
|
Finance charges on convertible
loan notes and financial instruments
|
768
|
6
|
Finance charges for lease
liabilities
|
44
|
58
|
Finance charges for liabilities
held at amortised cost
|
1
|
1
|
|
|
|
Net finance costs/(income)
|
401
|
(445)
|
12 Income tax expense
|
2023
|
2022
|
|
£000
|
£000
|
Current tax
|
|
|
Current tax on profits for the
year
|
-
|
-
|
Total current tax expense
|
-
|
-
|
Reconciliation of income tax expense calculated using
statutory tax rate
|
2023
|
2022
|
|
£000
|
£000
|
Loss before tax
|
(23,179)
|
(18,537)
|
|
|
|
Tax at the Jersey rate of
nil%
|
-
|
-
|
|
|
|
Tax effect of amounts which are
not deductible (taxable) in calculating taxable income:
|
|
|
Non-taxable gains and expenses not
deductible for tax
|
67
|
181
|
Differences in overseas tax
rates
|
(4,761)
|
(4,707)
|
Unrelieved tax losses carried
forward
|
4,615
|
4,350
|
Origination and reversal of timing
differences not recognised
|
79
|
176
|
Total income tax expense
|
-
|
-
|
13 Loss per share
|
2023
|
2022
|
Basic loss per share
|
In pence
|
In
pence
|
From continuing
operations
|
(13.1)
|
(16.0)
|
|
|
|
|
|
|
|
2023
|
2022
|
Diluted loss per share
|
In pence
|
In
pence
|
From continuing
operations
|
(13.1)
|
(16.0)
|
|
|
|
|
|
|
|
2023
|
2022
|
Loss used in calculation of basic and diluted loss per
share
|
£000
|
£000
|
From continuing
operations
|
(23,179)
|
(18,537)
|
|
|
|
|
2023
|
2022
|
Weighted average number of shares used in
calculation
|
Number
|
Number
|
Basic
|
176,439,069
|
116,151,378
|
Diluted
|
177,915,837
|
117,754,966
|
Additional potential shares used
in the calculation of diluted earnings per share primarily relate
to potential shares outstanding at 31 December 2023 that may be
issued in satisfaction of 'in-the-money' employee share options.
Potentially dilutive shares related to 'in-the-money' outstanding
warrants to subscribe for ordinary shares in the Company are also
included in calculating diluted earnings per share.
Where additional potential shares
have an anti-dilutive impact on the calculation of loss per share
calculation, such potential shares are excluded from the weighted
average number of shares used in the calculation.
|
2023
|
2022
|
Weighted average number of shares used in loss per share
calculation - basic and diluted
|
Number
|
Number
|
In issue at 1 January
|
119,007,846
|
116,048,761
|
Shares issued in the year -
weighted average
|
57,431,223
|
102,617
|
Weighted average shares in issue
31 December
|
176,439,069
|
116,151,378
|
Effect of employee share options
and other warrants not exercised
|
1,476,768
|
1,603,588
|
Weighted average number of diluted
shares in issue 31 December
|
177,915,837
|
117,754,966
|
Additional potential shares are
anti-dilutive where their inclusion in the calculation of loss per
share results in a lower loss per share. The weighted average
number of shares are not included in the diluted loss per share
calculation because they had an anti-dilutive effect on the
calculation was 26,279,049 (2022: 29,170,511).
14 Cash flows from operating activities
|
2023
|
2022
|
|
£000
|
£000
|
Loss after income tax
|
(23,179)
|
(18,537)
|
|
|
|
Adjustments for:
|
|
|
Depreciation and
amortisation
|
1,399
|
1,350
|
(Gain)/loss on disposal of
property, plant and equipment
|
(15)
|
33
|
Impairment of inventory
|
151
|
24
|
Obsolete inventory
|
8
|
-
|
Share-based payments
charge
|
726
|
681
|
Equity settled interest and
transaction costs on Investment funding arrangement
|
-
|
6
|
Net finance costs
|
481
|
(8)
|
Gain on unrealised foreign
currency transactions
|
(71)
|
(168)
|
|
(20,500)
|
(16,619)
|
|
|
|
Change in operating assets &
liabilities
|
|
|
Decrease/(increase) in
inventory
|
6,144
|
(3,875)
|
Increase in contract
assets
|
(694)
|
(174)
|
Increase in trade receivables and
other receivables
|
(796)
|
(88)
|
Decrease/(increase) in other
current assets and prepaid inventory
|
5,823
|
(2,354)
|
(Decrease)/increase in trade and
other payables
|
(956)
|
1,263
|
(Decrease)/increase in warranty
provision
|
(647)
|
183
|
Decrease in onerous contract
provision
|
(1,217)
|
(3,252)
|
(Decrease)/increase in contract
liabilities
|
(6,814)
|
2,982
|
|
843
|
(5,315)
|
Cash used in operations
|
(19,657)
|
(21,934)
|
15 Goodwill and other intangible assets
|
Goodwill
|
Patents and
certifications
|
Software and domain
names
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
Cost
|
|
|
|
|
At 1 January 2023
|
23,944
|
203
|
50
|
24,197
|
Disposals
|
-
|
-
|
(15)
|
(15)
|
Foreign currency exchange
differences
|
-
|
-
|
(1)
|
(1)
|
At 31 December 2023
|
23,944
|
203
|
34
|
24,181
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
At 1 January 2023
|
-
|
(112)
|
(35)
|
(147)
|
Amortisation charge
|
-
|
(41)
|
(7)
|
(48)
|
Disposals
|
-
|
-
|
15
|
15
|
Foreign currency exchange
differences
|
-
|
-
|
1
|
1
|
At 31 December 2023
|
-
|
(153)
|
(26)
|
(179)
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 1 January 2023
|
23,944
|
91
|
15
|
24,050
|
At 31 December 2023
|
23,944
|
50
|
8
|
24,002
|
|
Goodwill
|
Patents and
certifications
|
Software and domain
names
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
Cost
|
|
|
|
|
At 1 January 2022
|
23,944
|
203
|
47
|
24,194
|
Additions
|
-
|
-
|
-
|
-
|
Foreign currency exchange
differences
|
-
|
-
|
3
|
3
|
At 31 December 2022
|
23,944
|
203
|
50
|
24,197
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
At 1 January 2022
|
-
|
(71)
|
(26)
|
(97)
|
Amortisation charge
|
-
|
(41)
|
(8)
|
(49)
|
Foreign currency exchange
differences
|
-
|
-
|
(1)
|
(1)
|
At 31 December 2022
|
-
|
(112)
|
(35)
|
(147)
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 1 January 2022
|
23,944
|
132
|
21
|
24,097
|
At 31 December 2022
|
23,944
|
91
|
15
|
24,050
|
For impairment testing goodwill
acquired through business combinations and patents and
certifications with indefinite useful lives are allocated to the
single CGU.
Goodwill
All goodwill is tested annually
for impairment. At 31 December 2023, goodwill was tested for
impairment using a fair value less costs of disposal methodology by
reference to the Company's quoted market capitalisation using the
price of 35.0 pence per share at that date and the discounted cash
flow forecasts used to estimate the recoverable amounts. The
discount rate used in the calculation amounted to 15%. Change of
discount rate by 5% would not result in impairment of goodwill
given significant headroom was maintained under all sensitivity
scenarios run. No impairment loss was identified in relation to
goodwill.
On 24 May 2024, the Company
announced the results of a placing, subscription and open offer.
The fundraising raised total proceeds of £57.38 million through
placing of 121,739,130 new ordinary shares, subscription of
121,739,130 new ordinary shares and open offer of 6,011,983 new
ordinary shares at 23.0 pence per share.
The closing share price on 30 May
2024 was 22.00 pence, giving a market capitalisation of £42.0
million which does not indicate impairment of goodwill or net
assets.
Patents and certifications
There have been no events or
circumstances that would indicate that the carrying value of
patents and certifications may be impaired at 31 December
2023.
16 Property, plant and equipment
|
Computer and office
equipment
|
Leasehold
improvements
|
Vehicles and
equipment
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
Cost
|
|
|
|
|
At 1 January 2023
|
699
|
1,119
|
1,402
|
3,220
|
Additions
|
76
|
212
|
799
|
1,087
|
Disposals
|
(214)
|
(328)
|
(125)
|
(667)
|
Transfers
|
-
|
(161)
|
191
|
30
|
Foreign currency exchange
differences
|
(7)
|
(19)
|
(32)
|
(58)
|
At 31 December 2023
|
554
|
823
|
2,235
|
3,612
|
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
|
At 1 January 2023
|
(662)
|
(635)
|
(715)
|
(2,012)
|
Depreciation charge
|
(23)
|
(271)
|
(230)
|
(524)
|
Disposals
|
214
|
328
|
83
|
625
|
Transfers
|
-
|
147
|
(177)
|
(30)
|
Foreign currency exchange
differences
|
6
|
7
|
15
|
28
|
At 31 December 2023
|
(465)
|
(424)
|
(1,024)
|
(1,913)
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 1 January 2023
|
37
|
484
|
687
|
1,208
|
At 31 December 2023
|
89
|
399
|
1,211
|
1,699
|
|
Computer and office
equipment
|
Leasehold
improvements
|
Vehicles and
equipment
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
Cost
|
|
|
|
|
At 1 January 2022
|
780
|
681
|
1,165
|
2,626
|
Additions
|
45
|
429
|
234
|
708
|
Disposals
|
(136)
|
(2)
|
(37)
|
(175)
|
Foreign currency exchange
differences
|
10
|
11
|
40
|
61
|
At 31 December 2022
|
699
|
1,119
|
1,402
|
3,220
|
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
|
At 1 January 2022
|
(653)
|
(427)
|
(416)
|
(1,496)
|
Depreciation charge
|
(129)
|
(204)
|
(301)
|
(634)
|
Disposals
|
125
|
1
|
16
|
142
|
Foreign currency exchange
differences
|
(5)
|
(5)
|
(14)
|
(24)
|
At 31 December 2022
|
(662)
|
(635)
|
(715)
|
(2,012)
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 1 January 2022
|
127
|
254
|
749
|
1,130
|
At 31 December 2022
|
37
|
484
|
687
|
1,208
|
The Group has no assets pledged as
security. No amounts of interest have been capitalised within
property, plant and equipment at 31 December 2023 (2022:
£nil).
17 Right-of-use assets
|
Offices and
facilities
|
Vehicles and
equipment
|
Total
|
|
£000
|
£000
|
£000
|
|
|
|
|
Cost
|
|
|
|
At 1 January 2023
|
3,330
|
31
|
3,361
|
Additions
|
929
|
-
|
929
|
Adjustments1
|
(392)
|
-
|
(392)
|
Transfers2
|
-
|
(30)
|
(30)
|
Curtailments and
disposals
|
(738)
|
-
|
(738)
|
Foreign currency exchange
differences
|
(83)
|
(1)
|
(84)
|
At 31 December 2023
|
3,046
|
-
|
3,046
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
At 1 January 2023
|
(1,489)
|
(27)
|
(1,516)
|
Depreciation charge
|
(824)
|
(4)
|
(828)
|
Adjustments1
|
200
|
-
|
200
|
Transfers2
|
-
|
30
|
30
|
Curtailments and
disposals
|
582
|
-
|
582
|
Foreign currency exchange
differences
|
43
|
1
|
44
|
At 31 December 2023
|
(1,488)
|
-
|
(1,488)
|
|
|
|
|
Net book value
|
|
|
|
At 1 January 2023
|
1,841
|
4
|
1,845
|
At 31 December 2023
|
1,558
|
-
|
1,558
|
|
Offices and
facilities
|
Vehicles and
equipment
|
Total
|
|
£000
|
£000
|
£000
|
|
|
|
|
Cost
|
|
|
|
At 1 January 2022
|
1,845
|
28
|
1,873
|
Additions
|
1,512
|
-
|
1,512
|
Curtailments
|
(106)
|
-
|
(106)
|
Foreign currency exchange
differences
|
79
|
3
|
82
|
At 31 December 2022
|
3,330
|
31
|
3,361
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
At 1 January 2022
|
(879)
|
(19)
|
(898)
|
Depreciation charge
|
(661)
|
(6)
|
(667)
|
Curtailments
|
106
|
-
|
106
|
Foreign currency exchange
differences
|
(55)
|
(2)
|
(57)
|
At 31 December 2022
|
(1,489)
|
(27)
|
(1,516)
|
|
|
|
|
Net book value
|
|
|
|
At 1 January 2022
|
966
|
9
|
975
|
At 31 December 2022
|
1,841
|
4
|
1,845
|
1.
During the year, adjustments were made to remove
variable payments related to non-lease components from the lease
liability and right-of use assets.
2.
During the year, right-of-use assets were
transferred to property, plant and equipment upon completion of
lease terms.
Right-of-use assets relate to
buildings, vehicles and equipment held under leases with
third-party lessors. A right-of-use asset represents the Company's
right to use a leased asset over the term of the lease. The
Company's rights to use specific buildings, items of equipment or
specific vehicles under lease arrangements represent assets to the
Group.
The lease payments are discounted
using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in
the Group, the lessee's incremental borrowing rate is used, being
the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar
terms, security and conditions.
To determine the incremental
borrowing rate, the Group:
§ where
possible, uses recent third-party financing received by the
individual lessee as a starting point, adjusted to reflect changes
in financing conditions since third party financing was
received;
§ uses a
build-up approach that starts with a risk-free interest rate
adjusted for credit risk for leases held by the Group, which does
not have recent third-party financing; and
§ makes
adjustments specific to the lease, e.g. term, country, currency and
security.
18 Deferred tax balances
|
2023
|
2022
|
|
£000
|
£000
|
Deferred tax relates to the
following:
|
|
|
Accelerated capital
allowances
|
5,292
|
1,003
|
Share options
|
292
|
595
|
Accrued liabilities
|
266
|
137
|
Reserves and other
|
901
|
3,008
|
Tax losses
|
110,568
|
91,482
|
Total deferred tax assets
|
117,319
|
96,225
|
Tax losses
The Company's subsidiaries carry
on business in other tax regimes where the corporation tax rate is
not zero. At 31 December 2023, the Group had the following tax
losses carried forward available for use in future
periods:
|
2023
|
2022
|
|
£000
|
£000
|
United Kingdom
|
51,887
|
46,416
|
Canada
|
35,928
|
27,707
|
United States of
America
|
16,539
|
12,892
|
Ireland
|
6,214
|
4,467
|
Total potential tax benefit
|
110,568
|
91,482
|
Under current tax legislation tax
losses in the United Kingdom and Ireland can be carried forward
indefinitely and be offset against future profits arising from the
same activities at the tax rate prevailing at that time. There is a
portion of the tax losses in the United States of America that will
begin to expire in 2035, whereas the majority can be carried
forward indefinitely. The tax losses in Canada can be carried
forward 20 years and will begin to expire in 2035.
Due to the uncertainty regarding
the timing and extent of future profits within these subsidiaries,
no deferred tax assets have been recognised in respect of these tax
losses. Deferred tax is also not recognised on the timing
differences between accounting and tax treatment in these
subsidiaries given the offsetting tax losses on which no deferred
tax has been recognised.
The UK Government announced that
the Corporation Tax rate increased from 19% to 25% on profits of
over £250,000, effective 1 April 2023. Profits below £50,000
continue to be chargeable to Corporation Tax at 19%. In computing
the UK deferred tax asset, management has assumed that as neither
the deferred tax assets nor the deferred tax liabilities will
crystallise in the immediate future, calculations based on 19% are
appropriate.
19 Inventory
|
2023
|
2022
|
|
£000
|
£000
|
Raw materials and
consumables
|
2,961
|
1,815
|
Work in progress
|
285
|
6,370
|
Finished goods
|
42
|
1,642
|
Total inventory
|
3,288
|
9,827
|
Inventory recognised as an expense
within cost of sales during the current year amounted to
£27,023,108 (2022: £3,356,045).
At 31 December 2023, inventory
impairment to net realisable value totalled £150,988 (2022:
nil). Net reversal of inventory write-downs during the
current year amounted to £nil (2022: £5,154).
20 Other current assets
|
2023
|
2022
|
|
£000
|
£000
|
Prepayments and
deposits
|
475
|
1,879
|
Prepaid inventory
|
1,073
|
5,102
|
Tax credits -
recoverable
|
719
|
551
|
Other receivables
|
454
|
1,249
|
Total other current assets
|
2,721
|
8,781
|
Prepaid inventory is recognised on
inventory payments where physical delivery of that inventory has
not yet been taken by the Group.
21 Contract related balances
The Group has recognised the
following assets and liabilities related to revenue from contracts
with customers that are in progress at the respective
year-ends:
|
2023
|
2022
|
|
£000
|
£000
|
Amounts due from customer
contracts included in trade receivables
|
2,496
|
1,737
|
Contract assets (accrued income
for work done not yet invoiced)
|
888
|
500
|
Non-current contract
assets
|
304
|
-
|
Contract liabilities (deferred
revenue related to advances on customer contracts)
|
(1,312)
|
(8,375)
|
Net position of sales contracts
|
2,376
|
(6,138)
|
The amount of revenue recognised
in the year that was included in contract liabilities at the end of
the prior year was £8,097,770 (2022: £428,417).
The aggregate position on customer
contracts included in the statement of financial position will
change according to the number and size of contracts in progress at
a given year-end as well as the status of payment milestones made
by customers toward servicing those contracts. The Group structures
payment milestones in its customer contracts to cover upfront
expenditure for parts and materials and other working capital
requirements associated with the delivery of promises under
customer contracts to better manage Group cash flow.
The timing of revenue recognition
is based on the satisfaction of individual performance obligations
within a contract and is not based on the timing of advances
received. Customer advances are recognised as contract liabilities
in the statement of financial position and are released to income
progressively as individual performance obligations are met. The
difference in timing between the receipt of contract advances and
the timing of the satisfaction of performance obligations for
revenue recognition can cause values to remain in deferred income.
The amount of such deferrals is related to both the overall size of
the underlying contract and the planned pace of delivery in the
related work schedule. This is expected to occur where satisfaction
of performance obligations is evidenced by customer acceptance of
the good or service that is the subject of the performance
obligation.
Provisions related to contracts with
customers
|
Warranty
provision
|
Legacy products
provision
|
Provision for contract
losses
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
At 1 January 2023
|
284
|
1,016
|
1,607
|
2,907
|
Charges to profit or
loss:
|
|
|
|
|
·
Provided in the year
|
552
|
15
|
332
|
899
|
·
Unused amounts reversed
|
(38)
|
(968)
|
(235)
|
(1,241)
|
Amounts used in the
year
|
(195)
|
(13)
|
(1,315)
|
(1,523)
|
Foreign exchange
|
(1)
|
(50)
|
(56)
|
(107)
|
At 31 December 2023
|
602
|
-
|
333
|
935
|
Current
|
586
|
-
|
226
|
812
|
Non-current
|
16
|
-
|
107
|
123
|
|
Warranty
provision
|
Legacy products
provision
|
Provision for contract
losses
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
At 1 January 2022
|
257
|
860
|
4,859
|
5,976
|
Charges to profit or
loss:
|
|
|
|
|
·
Provided in the year
|
204
|
555
|
565
|
1,324
|
·
Unused amounts reversed
|
(28)
|
(94)
|
(2,059)
|
(2,181)
|
Amounts used in the
year
|
(153)
|
(406)
|
(1,980)
|
(2,539)
|
Foreign exchange
|
4
|
101
|
222
|
327
|
At 31 December 2022
|
284
|
1,016
|
1,607
|
2,907
|
Current
|
284
|
1,016
|
1,607
|
2,907
|
Non-current
|
-
|
-
|
-
|
-
|
Warranty provision
The warranty provision represents
management's best estimate of the costs anticipated to be incurred
related to warranty claims, both current and future, from customers
in respect of goods and services sold that remain within their
warranty period. The estimate of future warranty costs is updated
periodically based on the Company's actual experience of warranty
claims from customers.
The element of the provision
related to potential future claims is based on management's
experience and is judgmental in nature. As for any product
warranty, there is an inherent uncertainty around the likelihood
and timing of a fault occurring that would cause further work to be
undertaken or the replacement of equipment parts.
A standard warranty of up to two
years from the date of commissioning is provided to all customers
on goods and services sold and is included in the original cost of
the product. Customers are also able to purchase extended
warranties that extend the warranty period for up to a total of ten
years.
Provision for legacy products
Where it is considered of
commercial value, management has elected to provide for the costs
of ongoing maintenance for certain legacy products. Provisions in
respect of legacy products have fully unwound in 2023 and are no
longer provided.
Provision for contract losses
A provision is established for
contract losses when it becomes known that a customer contract has
become onerous. A contract is onerous when the unavoidable costs of
fulfilling the Group's obligations under a contract are greater
than the revenue that will be earned from it.
The unavoidable costs of
fulfilling contract obligations will include both direct and
indirect costs.
The creation of an additional
provision is recognised immediately in profit and loss. The
provision is used to offset subsequent costs incurred as the
contract moves to completion.
In determining the amount to be
provided, management has evaluated the likelihood of input costs
continuing to rise against a backdrop of inflation and instability
due to current macro-economic factors such as, the increasing price
of oil feeding through to production and shipping costs and
continuing supply chain issues.
Provisions in respect of contract
losses relate to contracts which are expected to be delivered in
2024 and will therefore unwind during that year. Provisions in
respect of contract losses relating to extended warranties for up
to a total of ten years will unwind over that period.
22 Trade receivables
|
2023
|
2022
|
|
£000
|
£000
|
Total trade receivables
|
2,496
|
1,737
|
All trade receivables relate to
receivables arising from contracts with customers.
Trade receivables are amounts due
from customers for sales of vanadium flow battery systems in the
ordinary course of business. Trade receivables do not bear interest
and generally have 30-day payment terms and therefore are all
classified as current.
The actual credit loss over 2023
was determined to be less than 1% of total sales (2022: less than
1%). An allowance for potential credit losses of £139,639 (2022:
£23,953) has been recognised.
23 Cash and cash equivalents
|
2023
|
2022
|
|
£000
|
£000
|
Total cash and cash equivalents
|
5,014
|
5,137
|
Term deposits are presented as
cash equivalents if they have a maturity of three months or less
from the date of acquisition.
24 Trade and other payables
|
2023
|
2022
|
|
£000
|
£000
|
Trade payables
|
2,166
|
3,706
|
Other payables
|
29
|
78
|
Accrued liabilities
|
877
|
701
|
Accrued employee
compensation
|
772
|
143
|
Government remittances
payable
|
104
|
306
|
Total trade and other payables
|
3,948
|
4,934
|
Trade payables are unsecured and
are usually paid within 30 days.
The carrying amounts of trade and
other payables are the same as their fair values due to the
short-term nature of the underlying obligation representing the
liability to pay.
25 Derivative financial instruments
|
2023
|
2022
|
|
£000
|
£000
|
Derivative value of warrants
issued
|
406
|
449
|
Other
|
-
|
320
|
Total derivative financial
instruments
|
406
|
769
|
Investment funding arrangement
On 14 December 2022, the Company
entered into an investment agreement with Riverfort Global
Opportunities PCC Limited and YA II PN
Ltd. ("Noteholders"). The instrument was entered by way of an
initial drawdown in the amount of US$2.5 million and related
subscription of 2,870,038 shares priced at nominal value of €0.01
and to be used to facilitate the conversion of amounts advanced
under the investment agreement.
Pursuant to the facility, the
Noteholders were granted warrants exercisable at 67.35p to
subscribe for 1,350,020 ordinary shares for a period of up to four years. These warrants remain outstanding
and have been repriced to 32p being the price per share achieved in
the 2023 capital raise. In consideration
of the Noteholders undertakings, the Company has agreed to grant a
further 449,980 warrants at an exercise price of 32p which will
expire on 14 December 2026.
The convertible notes balance was
fully repaid by 31 March 2023 using funds from the 2023 capital
raise. Prepayment was at the Company's
option and carried a redemption premium of 10% paid to the
Noteholders at the date of prepayment totalling
US$208,107.
Following the redemption of the
investment agreement, proceeds from the sale of the conversion
shares were split 97% to the company and
3% to the Noteholders, resulting in net proceeds to the Company of
£742,601.
Information about the Group's
exposure to interest rate, foreign currency and liquidity risks is
included in note 29.
26 Lease liabilities
The Group's obligations under
lease contracts are presented as follows:
|
2023
|
2022
|
At 31 December
|
£000
|
£000
|
Current - due within 12
months
|
723
|
740
|
Non-current - due after 12
months
|
833
|
969
|
Total lease liabilities
|
1,556
|
1,709
|
Payments of lease principal and
interest in the period to 31 December were:
|
2023
|
2022
|
At 31 December
|
£000
|
£000
|
Payments of lease
principal
|
629
|
591
|
Payments of interest
|
44
|
58
|
Total payments under leases
|
673
|
649
|
The contractual undiscounted cash
flows for lease obligations at each period end were:
|
2023
|
2022
|
At 31 December
|
£000
|
£000
|
Less than one year
|
784
|
804
|
One to five years
|
884
|
1,009
|
Total lease liabilities
|
1,668
|
1,813
|
Lease liabilities represent the
present value of the minimum lease payments the Group is obliged to
make to lessors under contracts for the lease of assets that are
presented as right-of-use assets.
Amounts recognised in the
consolidated statement of profit and loss were:
|
2023
|
2022
|
|
£000
|
£000
|
Variable lease payments
|
230
|
117
|
Expenses relating to short-term
leases
|
70
|
82
|
Expenses relating to leases of
low-value assets
|
8
|
5
|
27 Issued share capital and reserves
|
2023
|
2022
|
|
No: 000
|
£000
|
No:
000
|
£000
|
Authorised at 31 December
|
1,000,000
|
-
|
1,000,000
|
-
|
|
|
|
|
|
Issued and fully paid
|
|
|
|
|
At 1 January
|
119,007
|
50,716
|
116,048
|
50,690
|
Issued in the year
|
72,060
|
632
|
2,959
|
26
|
At 31 December
|
191,067
|
51,348
|
119,007
|
50,716
|
During the year, 72,059,618 new
shares were issued with a nominal value of £631,857. The total
gross proceeds were £23,045,832 with the balance of £22,413,975
credited to the share premium account. Total costs of issuance were
£1,117,307 and these costs were charged directly to the share
premium account.
On 22 November 2022, the Company
subdivided each ordinary share of €0.50 nominal value into one
ordinary share of €0.01 each and one Deferred A Share of €0.49
each. The Deferred A Shares do not have any voting rights and are
not admitted to trading on AIM or any other market. They carry only
a priority right to participate in any return of capital or in any
dividend to the extent of €1 in aggregate over the class. The
Deferred A Shares are, for all practical purposes, valueless and it
is the Board's intention, at an appropriate time, to have the
Deferred A Shares cancelled in accordance with Companies
Law.
Ordinary shares have a par value
of €0.01. The holders of ordinary shares are entitled to receive
dividends as may be declared from time to time and are entitled to
one vote per share at meetings of the Company.
Share capital and share premium
Share capital comprises issued
capital in respect of issued and paid-up shares, at their par
value. Share premium comprises the difference between the proceeds
received and the par value of the issued and paid-up
shares.
Share-based payment reserve
The share-based payment reserve
comprises the equity component of the Company's share-based
payments charges.
Currency translation reserve
The translation reserve comprises
foreign currency differences arising from the translation of the
financial statements of foreign operations.
Other reserve
Other reserve comprises the
portion of the consideration paid for redT energy Holdings
(Ireland) Limited's minority interests over the fair value of the
shares purchased.
28 Financial assets and liabilities
All financial assets are held at
amortised cost. There were no financial assets measured at fair
value through other comprehensive income nor through profit and
loss in either period presented.
The maximum exposure to credit
risk at the end of the reporting period is the carrying amount of
each class of financial asset presented above. The carrying value
of the financial assets approximate their fair values due to the
short-term maturities of these instruments.
The Group does not currently use
derivative instruments for managing financial risk. All financial
liabilities are held at amortised cost.
Recognised fair value measurements
The Group uses the following
hierarchy for determining and disclosing the fair value of
financial instruments by valuation technique:
Level 1:
The fair
value of financial instruments traded in active markets (such as
publicly traded derivatives, and trading securities) is based on
quoted market prices at the end of the reporting period.
The battery systems manufactured
by the Company use vanadium metal as a key component in the
electrolyte. Vanadium is an actively traded commodity for which
quoted market prices are available.
The Company does not currently
hold inventories of vanadium. Vanadium purchased from third parties
is solely for the use in electrolyte and open purchase contracts
are not accounted for as derivatives.
Level
2: The
fair value of financial instruments that are not traded in an
active market (for example, over-the-counter derivatives) is
determined using valuation techniques that maximise the use of
observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to
fair value instrument are observable, the instrument is included in
Level 2.
At 31 December 2023, the Company
held warrants issued to Riverfort Global Opportunities and YA II PN
Ltd as part of the December 2022 financing event. The warrants are
valued using Level 2 inputs as they do not represent a
fixed-for-fixed equity instrument and are valued using observable
market factors such as the share price at the date of the grant,
the term of the award, the share price volatility and the risk-free
interest rate.
Level
3: If
one or more of the significant inputs is not based on observable
market data the instrument is included in Level 3.
The Group did not hold any
financial assets or liabilities that were required to be valued
using Level 3 inputs at 31 December 2023 (2022: none).
No other financial instruments
were outstanding at the period end that required to be valued using
a methodology that uses Level 1, 2 or 3 inputs.
29 Financial risk management
This note explains the Group's
exposure to financial risks and how these risks could affect the
Group's future financial performance. Current year profit and loss
information has been included where relevant to add further
context.
Risk
|
Exposure arising from
|
Measurement
|
Management
|
Market risk - foreign exchange
|
Future commercial
transactions
Recognised financial assets and
liabilities not denominated in GBP
|
Cash flow forecasting
Sensitivity analysis
|
Cash is held in GBP until non-GBP
requirements for up to the next six-months are established, at
which point the GBP is sold in favour of the required currency,
which is then remitted to the relevant Group entity
|
Market risk - commodity price risk
|
Price of vanadium to be used in
the battery electrolyte
|
Quoted market prices for
vanadium
|
Strategic supply arrangements with
multiple pre-qualified suppliers
|
Credit risk
|
Cash and cash equivalents, trade
receivables and contract assets
|
Ageing analysis
Credit ratings
|
Monitoring accumulation of bank
balances.
Credit risk assessment for
customers and pre-agreed deposits and interim payments within
customer contracts
|
Liquidity risk
|
Borrowings and other
liabilities
|
Rolling cash flow
forecasts
|
Access to capital markets for
equity or debt funding
|
Market risk - foreign exchange risk
The Group is primarily exposed to
foreign exchange risk related to bank deposits, receivables or
payables balances and other monetary working capital items that are
denominated in a currency other than the Company's functional
currency which has been determined to be GBP.
The Group does not speculate on
foreign exchange and aims to mitigate its overall foreign exchange
risk by holding currency in line with forecast regional operating
expenses, providing an element of natural hedge against adverse
foreign exchange movement.
The Group's exposure to foreign
exchange risk at the end of the reporting period, expressed in GBP,
was as follows:
|
Sterling
|
Euro
|
Canadian
dollar
|
US
dollar
|
Australian
dollar
|
Total
|
31
December 2023
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Cash and cash
equivalents
|
3,284
|
696
|
346
|
444
|
244
|
5,014
|
Trade receivables
|
747
|
1,350
|
11
|
388
|
-
|
2,496
|
Trade and other payables
|
(1,799)
|
(178)
|
(1,466)
|
(505)
|
-
|
(3,948)
|
Derivative financial
instruments
|
(406)
|
-
|
-
|
-
|
-
|
(406)
|
Lease liabilities
|
(254)
|
-
|
(1,169)
|
(133)
|
-
|
(1,556)
|
Net exposure
|
1,572
|
1,868
|
(2,278)
|
194
|
244
|
1,600
|
|
Sterling
|
Euro
|
Canadian
dollar
|
US
dollar
|
South African
rand
|
Australian
dollar
|
Total
|
31
December 2022
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Cash and cash
equivalents
|
1,545
|
354
|
106
|
2,810
|
5
|
317
|
5,137
|
Trade receivables
|
350
|
-
|
1,475
|
(88)
|
-
|
-
|
1,737
|
Trade and other payables
|
(1,197)
|
(557)
|
(2,867)
|
(313)
|
-
|
-
|
(4,934)
|
Derivative financial
instruments
|
(769)
|
-
|
-
|
-
|
-
|
-
|
(769)
|
Lease liabilities
|
(279)
|
-
|
(1,347)
|
(83)
|
-
|
-
|
(1,709)
|
Net exposure
|
(350)
|
(203)
|
(2,633)
|
2,326
|
5
|
317
|
(538)
|
Prior year comparatives were
updated to exclude foreign exchange risk on contract assets and
other current assets to conform to the current period
presentation.
Sensitivity - exchange rates
The sensitivity of profit or loss
to changes in quoted exchange rates for currencies to which the
Group is exposed is as follows, based on each relevant exchange
rate strengthening (or weakening) by 5%.
There is no impact on other
components of equity as the Group is not party to any derivative
financial instruments, such as hedging instruments, where currency
gains and losses would be recognised in other comprehensive
loss.
|
2023
|
2022
|
At 31 December +/- 5%
|
£000
|
£000
|
Euro
|
93
|
24
|
Canadian dollar
|
(114)
|
227
|
US dollar
|
10
|
137
|
South African rand
|
-
|
1
|
Australian dollar
|
12
|
16
|
|
1
|
405
|
Market risk - commodity price risk
The Group's batteries use an
electrolyte incorporating vanadium. Vanadium is an elemental metal
and is used primarily to strengthen steel, particularly for the
construction industry.
Whilst it is not a mature market
traded commodity, such that one can buy forward or derivative
contracts, market prices for vanadium pentoxide (V2O5) at 98%
purity are quoted in US dollars per pound.
Vanadium forms about two-thirds of
the value of the electrolyte, which in turn forms about a quarter
of the landed cost of a battery, and so a fluctuation in the price
of vanadium will impact the profitability of battery sales. An
increase or decrease in the market price of vanadium of 5% could
cause the value of the electrolyte component of a battery to
increase or decrease by approximately 3%.
Credit risk - cash held on deposit with
banks
Credit risk arises from cash and
cash equivalents and deposits with banks and other financial
institutions.
Credit risk related to holdings
with financial institutions is managed by only maintaining bank
accounts with reputable financial institutions. The Group aims only
to place funds on deposit with institutions with a minimum credit
rating of B2 Moody's.
The Group's cash at bank and
short-term deposits are held with institutions with credit ratings
as follows:
|
2023
|
2022
|
At 31 December
|
£000
|
£000
|
Aa1
|
220
|
780
|
Aa2
|
566
|
1,315
|
A1
|
4,228
|
3,037
|
Ba2
|
-
|
5
|
|
5,014
|
5,137
|
Credit risk - trade and other receivables
Past due but not
impaired
The Group's credit risk from
receivables encompasses the default risk of its customers and other
counterparties. Its exposure to credit risk is influenced mainly by
the individual characteristics of each customer or counterparty.
The creditworthiness of potential and existing customers is
assessed prior to entering each new transaction. A credit analysis
is performed, and appropriate payment terms implemented that may
include increased level of upfront deposits for the purchase of
battery units. The Group's standard terms of trade provide that up
to 90% of the sales price of a battery unit is paid prior to
delivery.
Receivables are considered for
impairment on a case-by-case basis when they are past due or where
there is objective evidence that the customer or counter party may
be a default risk. The Group takes into consideration the customer
or counter party payment history, its credit worthiness together
with the prevailing economic environment in which it operates to
assess the potential impairment of receivables. The assessment
reflects the probability-weighted outcome, the time value of money
and reasonable and supportable information that is available at the
reporting date about past events, current conditions and forecasts
of future economic conditions.
On an ongoing basis, receivable
balances attributable to each customer or other counterparty are
monitored and appropriate action is taken when the relevant balance
becomes or is considered likely to become overdue. The maximum
exposure to loss arising from receivables is equal to invoiced
value.
The ageing of trade receivable
balances was:
|
2023
|
2022
|
At 31 December
|
£000
|
£000
|
Current
|
1,940
|
1,582
|
Past due - less than 30
days
|
339
|
112
|
Past due - more than 30
days
|
217
|
43
|
Total trade receivables
|
2,496
|
1,737
|
Past due amounts at 31 December
2023, related to six customers (2022: four customers) and £139,639
(2022: £23,953) was considered to be impaired.
Liquidity risk
Liquidity risk relates to the
Group's ability to meet its obligations as they fall
due.
The Group generates cash from its
operations that are principally related to the manufacture and
installation of vanadium flow batteries. The market for reliable
and flexible grid-scale storage solutions for energy generated from
renewable sources is growing and the technology continues to
develop.
The development of new and
enhanced storage technologies can be capital intensive and the
Group has historically funded development and early-stage
commercial activity primarily from equity investment but also using
cash from operations and loan funding.
The Group forecasts cash
generation using a comprehensive company financial model and
monitors the timing and amount of its payment
obligations.
The following table shows the
Group's financial liabilities by relevant maturity grouping based
on contractual maturities. The amounts included in the analysis are
contractual, undiscounted cashflows.
|
Less than one
year
|
One to two
years
|
Two to five
years
|
Over five
years
|
Total contracted cash
flows
|
Carrying
amount
|
31
December 2023
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Trade and other payables
|
3,948
|
-
|
-
|
-
|
3,948
|
3,948
|
Derivative financial
instruments
|
406
|
-
|
-
|
-
|
406
|
406
|
Lease liabilities
|
784
|
422
|
462
|
-
|
1,668
|
1,556
|
Total financial liabilities
|
5,138
|
422
|
462
|
|
6,022
|
5,910
|
|
Less than one
year
|
One to two
years
|
Two to five
years
|
Over five
years
|
Total contracted cash
flows
|
Carrying
amount
|
31
December 2022
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Trade and other payables
|
4,582
|
352
|
-
|
-
|
4,934
|
4,394
|
Derivative financial
instruments
|
769
|
-
|
-
|
-
|
769
|
769
|
Lease liabilities
|
740
|
630
|
339
|
-
|
1,813
|
1,709
|
Total financial liabilities
|
6,091
|
982
|
339
|
-
|
7,516
|
7,412
|
Capital management
At 31 December 2022, the Group had
debt from an investment agreement entered with Riverfort Global
Opportunities PCC Ltd and YA II PN Ltd. At 31 March 2023,
the loan has been repaid in full using proceeds from the March 2023
equity raise. Following the loan redemption, the Company has no
external debt outstanding.
The Board regularly reviews the
Group's cash requirements and future projections to monitor cash
usage and assess the need for additional funding. At 31 May 2024,
the Group had £53.2 million of cash on hand.
30 Related parties
The only related parties of the
Group are the key management and close members of their family. Key
management has been determined as the CEO and his direct
reports.
Invinity Energy Systems plc
purchased a total of 15,000 shares at the issue price of 32 pence
per share in the March 2023 fundraising on behalf of two executive
directors. 31,250 shares were purchased on behalf of Larry Zulch
and 15,625 shares on behalf of Matt Harper. At 31 December 2023,
the £15,000 owed by executive directors had been
settled.
Key management compensation is
disclosed in note 8, Staff costs and headcount.
31 Group entities
|
|
|
|
Ownership %
|
|
|
|
|
|
|
Direct subsidiary undertakings
|
Country of incorporation
|
Registered office
|
Principal activity
|
2023
|
2022
|
Camco Holdings UK
Limited
|
England
|
128 City Road, London, EC1V 2NX,
United Kingdom
|
Holding company
|
100%
|
100%
|
Invinity Energy Systems Limited
(formerly Camco Services (UK) Limited)
|
England
|
128 City Road, London, EC1V 2NX,
United Kingdom
|
Support services
|
100%
|
100%
|
Camco (Mauritius)
Limited
|
Mauritius
|
24 Dr Joseph Rivière
Street
1st Floor, Felix House
Port Lewis, Mauritius
|
Holding company
|
100%
|
100%
|
Invinity Energy Systems (U.S.)
Corporation
|
United States of
America
|
1201 Orange St. #600
Wilmington, DE
USA 19899
|
Energy storage
|
100%
|
100%
|
Invinity Energy Nexus
Limited
|
England
|
128 City Road, London, EC1V 2NX,
United Kingdom
|
Energy storage
|
100%
|
100%
|
Indirect subsidiary undertakings
|
|
|
|
|
|
redT Energy Holdings (UK)
Limited
|
England
|
128 City Road, London, EC1V 2NX,
United Kingdom
|
Research and
consultancy
|
100%
|
100%
|
Re-Fuel Technology
Limited
|
England
|
128 City Road, London, EC1V 2NX,
United Kingdom
|
Energy storage
|
99%
|
99%
|
Invinity Energy (UK)
Limited
|
England
|
Office 501 New Broad Street House,
35 New Broad Street, London, England, EC2M 1NH
United Kingdom
|
Energy storage
|
99%
|
99%
|
redT Energy Holdings (Ireland)
Limited
|
Ireland
|
22 Northumberland Road
Ballsbridge, Dublin 4
|
Energy storage
|
99%
|
99%
|
Invinity Energy Systems (Ireland)
Limited
|
Ireland
|
22 Northumberland Road
Ballsbridge, Dublin 4
|
Energy storage
|
99%
|
99%
|
redT energy (Australia) (Pty)
Ltd
|
Australia
|
RSK Advisory,
Level 2, Suite 7
66 Victoria Crescent
Narre Warren, Victoria
3805
Australia
|
Energy storage
|
99%
|
99%
|
Invinity Energy (South Africa)
(Pty) Ltd
|
South Africa
|
1st Floor, Kiepersol
House
Stonemill Office Park
300 Acacia Road
Darrenwood
Randburg 2194
|
Business Services
|
100%
|
100%
|
Invinity Energy Systems (Canada)
Corporation
|
Canada
|
2900-550 Burrard Street
Vancouver, BC
Canada V6C 0A3
|
Energy storage
|
100%
|
100%
|
Suzhou Avalon Battery Company
Limited
|
The People's Republic of
China
|
1809 Building 4 no.11888 East
Taihu Avenue, Songling Town, Wujiang District, Suzhou
City
|
Business Services
|
100%
|
100%
|
Associates
|
|
|
|
|
|
Vanadium Electrolyte Rental
Limited
|
England
|
128 City Road, London, EC1V 2NX,
United Kingdom
|
Vanadium procurement
|
50%
|
50%
|
32 Contingent Liability
The Group is involved in legal
proceeding with a landlord with a received claim which has a
possible range from £nil to £693k. While the outcome of this matter
is uncertain and difficult to predict, management believes that,
based on the information currently available, the ultimate
resolution of these matters will not have a material adverse effect
on the Group's financial position.
33 Events occurring after the report period
On 26 February 2024, the Company
announced that it had entered into an agreement with its Taiwanese
strategic partner, Everdura, to undertake domestic manufacturing of
its next generation vanadium flow battery ("VFB") product,
code-named "Mistral", to serve the Taiwanese and other markets
("the Agreement"). Under the Agreement, Everdura will manufacture
Mistral VFBs to fulfil orders it intends to secure under the terms
of the existing reseller agreement which targets more than 255 MWh
of product sales over a three-year period. The Agreement states
that Everdura will pay Invinity a royalty fee based on a material
percentage of the sale price of any Mistral products sold. Everdura
will also utilise Invinity's existing supply chain and purchase
cell stacks directly from the Company, which will continue to be
manufactured by Invinity at its facilities in the UK and
Canada.
In addition, on 24 May 2024, the
Company announced it had raised gross proceeds of £57.4 million
through the issue of 249,490,243 new ordinary shares of €0.01 each
at the issue price of 23 pence per new ordinary share. Of this
amount, £25.0 million was raised through a subscription by the UK
Infrastructure Bank (the British state-owned policy bank), £3.0
million by Korean Investment Partners (an affiliate of Korea
Investment Holdings, a leading financial conglomerate in the
Republic of Korea) acting through an investment fund, £28.0 million
through an oversubscribed placing with institutional and other
investors and £1.38 million from an open offer of 3 open offer
shares for every 20 ordinary shares held to existing
shareholders.
The fundraising shares were
admitted to trading on the AIM market of the London Stock Exchange
and the APEX segment of the AQSE Growth Market on 24 May
2024.