Vulcan Industries Plc Audited Results

 
TIDMVULC 
 
27 November 2023 
 
Vulcan Industries plc 
 
("Vulcan" or the "Company") 
 
Audited Results 
 
Vulcan Industries plc(AQSE: VULC) is pleased to announce its audited results for 
the year ended 31 March 2023. 
 
Trading in the Company's shares will resume on Tuesday 28 November 2023, the 
first business day following the publication of this announcement. 
 
The full audited financial statements will be uploaded to the Company website. A 
further announcement will be made when the financial statements are sent to 
shareholders together with a notice of the Annual General Meeting. 
 
Principal activity 
 
Vulcan seeks to acquire and consolidate industrial and renewable SMEs and 
projects for value and to enhance performance in part through group synergies, 
but primarily by unlocking growth which is not being achieved as a standalone 
private company. 
 
Review of business and future developments 
 
On the 1 June 2020, the share capital of the Company was admitted to trading on 
the Aquis Stock Exchange Growth Market ("AQSE"). This enables the Company to 
raise additional equity to fund its growth and acquisition strategy. Since 
admission, the focus has been to restructure the existing businesses to recover 
from the financial impact of COVID-19 and lay the foundations to develop the 
Group going forward. The initial step in this process was the acquisition on 24 
March 2022 of the entire share capital of Aftech Limited ("Aftech"). Aftech 
brings additional complementary areas of fabrication skills and product 
offering. On 6 March 2023, the Company broadened its activities into the energy 
sector with the acquisition of the entire share capital of Forepower Lincoln 
(250) Limited ("FPL(250)"). FPL(250) is a 248 MW Battery Energy Storage System 
("BESS") project, currently seeking formal planning consent. 
 
COVID-19 had a significant impact on the financial performance of the Group 
since admission. The results for the years ended 31 March 2021 and 31 March 
2022, reflected the impact of various lock downs and the subsequent. 
challenging market conditions. Whilst demand picked up in the second half of the 
year ended 31 March 2022, the continued operating losses placed significant 
strains on working capital. In particular, M&G Olympic Products Limited ("MGO") 
which, like many smaller suppliers to the major construction companies, 
struggled to balance the cash flow fluctuations across multiple large projects. 
In order to stem continued cash outflows, MGO was disposed of on 30 March 2022. 
A strategic review, lead the board to conclude that, in order to lay firm 
foundations for future growth, it was necessary to dispose of the remaining loss 
making businesses. Both Orca Doors Limited ("Orca") and IVI Metallics Limited 
("IVI") were disposed of in July 2022 and Time Rainham Limited ("TRR") was 
disposed of in November 2022. 
 
Consequently, the results for Orca, IVI and TRR are disclosed as discontinued 
activities and the comparatives for the prior year have been restated 
accordingly. The financial results for the Group for the year ending 31 March 
2023, show an increase in continuing revenue to £1,165,000 (2022: £46,000) and a 
fall in the continuing loss before interest, tax, depreciation, amortization and 
impairments to £523,000 (2022: £897,000). After continuing depreciation and 
amortization of £59,000 (2022: £nil), impairment charges of £nil (2022: £12,000) 
continuing finance costs of £463,000 (2022: £390,000), the Group is reporting a 
loss before taxation on continuing activities of £1,020,000 (2022: £1,299,000). 
The disposals of Orca, IVI and TRR generated a profit on discontinued activities 
of £1,588,000 (2022: Loss £2,389,000) after reporting a loss after tax to the 
date of disposal of £216,000 (2022: £3,042,000). The reported profit after tax 
for the Group is £639,000 (2022: Loss £3,687,000). 
 
At 31 March 2023, the Group balance sheet shows net assets of £510,000 (2022: 
net liabilities £3,155,000). 
 
Outlook 
 
The disposals of the loss making legacy businesses of Orca, IVI and TRR during 
the year ended 31 March 2023 added significant benefit to the Group balance 
sheet and stemmed continued cash outflows. Since the year end, the Group has 
continued to lay the foundations for its future development. The acquisition of 
the FPL(250) project has broadened the sectors of Group activities. As announced 
on 25 October 2023, the Company has disposed of 49.9% of its holding in FPL 
(250) in order  to fund the development of the project and value is expected to 
be generated as the project moves through the planning process and obtains a 
firm connection date to the national grid. The development phase of the project 
offers potential to expand the fabrication activities of Aftech. In addition 
there is a strong pipeline of further BESS and other opportunities which the 
Company will seek to bring into the Group in due course. 
 
The auditors have made reference to going concern in their audit report by way 
of a material uncertainty. Their opinion is not modified in respect of this 
matter. 
 
Consolidated Statement of 
Comprehensive Income 
                                    Year ending 31 March 2023    Restated 
 
                                                                 Year ending 
 
                                                                 31 March 2022 
                              Note  £'000                        £'000 
Continuing activities 
Revenue                             1,165                        46 
Cost of sales                       (674)                        (29) 
Gross profit                        491                          17 
Operating expenses                  (849)                        (609) 
Other gains and losses        4     (224)                        (305) 
Impairment charge             5     -                            (12) 
Finance costs                 6     (438)                        (390) 
Loss before tax                     (1,020)                      (1,299) 
Income tax                          71                           - 
Loss for the year from              (949)                        (1,299) 
continuing activities 
 
Discontinued activities 
Profit / (loss) for the year  7     1,588                        (2,388) 
from discontinued activities 
Profit / (loss) for the year        639                          (3,687) 
attributable to the owners 
of the Company 
Other Comprehensive Income          -                            - 
for the period 
Total Comprehensive Income          639                          (3,687) 
for the period attributable 
to owners of the Company 
 
Earnings per share 
Basic and Diluted earnings    8     (0.16)                       (0.37) 
per share for loss from 
continuing operations 
attributable to the owners 
of the Company (pence) 
Basic and Diluted earnings    8     0.11                         (1.06) 
per share loss attributable 
to the owners of the Company 
(pence) 
 
Consolidated   Note  At          At 
Statement of 
Financial            31 March    31 March 
Position 
                     2023        2022 
                     £'000       £'000 
Non-current 
assets 
Goodwill       9     718         945 
Other          9     3,178       317 
intangible 
assets 
Investments          500         500 
Property,            131         295 
plant and 
equipment 
Right of use         -           403 
assets 
Total non            4,527       2,460 
-current 
assets 
 
Current 
assets 
Inventories          32          252 
Trade and            511         833 
other 
receivables 
Cash and bank        2           69 
balances 
Total current        545         1,154 
assets 
 
Total assets         5,072       3,614 
 
Current 
liabilities 
Trade and            (1,344)     (2,698) 
other 
payables 
Lease                -           (125) 
liabilities 
Borrowings     10    (3,187)     (2,968) 
Total current        (4,531)     (5,791) 
liabilities 
 
Non-current 
liabilities 
Lease                -           (266) 
liabilities 
Borrowings     10    -           (674) 
Deferred tax         (31)        (38) 
liabilities 
Total non            (31)        (978) 
-current 
liabilities 
 
Total                (4,562)     (6,769) 
liabilities 
 
Net assets /         510         (3,155) 
(liabilities) 
Equity 
Share capital  11    348         211 
Shares to be   11    -           293 
issued 
Share premium  11    9,827       6,645 
account 
Retained             (9,665)     (10,304) 
earnings 
 
Total equity         510         (3,155) 
attributable 
to the owners 
of the 
company 
 
Consolidated statement of changes in equity 
 
                         Share    Shares to  Share    Retained    Total 
                                  be issued  Premium  earnings    Equity 
                         Capital 
                         £'000    £'000      £'000    £'000       £'000 
At 1 April 2021          112      -          3,946    (6,617)     (2,559) 
Loss for the year        -        -          -        (3,687)     (3,687) 
Other comprehensive      -        -          -        -           - 
income for the year 
Total Comprehensive      -        -          -        (3,687)     (3,687) 
income for the year 
Transactions with 
shareholders 
Issue of shares          99       293        2,699    -           3,091 
Total transactions with  99       293        2,699    -           3,091 
shareholders for the 
year 
 
At 1 April 2022          211      293        6,645    (10,304)    (3,155) 
Profit for the year      -        -          -        639         639 
Other comprehensive      -        -          -        -           - 
income for the year 
Total Comprehensive      -        -          -        639         639 
income for the year 
Transactions with 
shareholders 
Issue of shares          137      (293)      3,182    -           3,026 
Total transactions with  137      (293)      3,182    -           3,026 
shareholders for the 
year 
 

At 31 March 2023         348      -          9,827    (9,665)     510 
 
Consolidated Statement of       Year ending    Restated 
Cash Flows                      31 March 
                                2023           Year ending 31 March 2022 
                                £'000          £'000 
Loss for the period from        (949)          (1,299) 
continuing activities 
Adjusted for: 
Finance costs                   463            389 
Depreciation of property,       29             1 
plant and equipment 
Amortisation of intangible      30             104 
assets 
Impairment of Goodwill and      -              369 
intangible assets 
(Decrease) / increase in        -              (62) 
provisions 
Share based payment             100            499 
Operating cash flows before     (327)          1 
movements in working capital 
Decrease / (increase) in        (6)            5 
inventories 
Decrease / (increase) in        (118)          (149) 
trade and other receivables 
Increase in trade and other     139            327 
payables 
Cash (used in) / from           (312)          184 
operating activities 
Income tax credit received      28             - 
Income tax paid                 (3)            - 
Cash (used in) / from           (287)          184 
operating activities - 
continuing 
Cash (used in) / from           (278)          (370) 
operating activities - 
discontinued 
Cash used in operating          (565)          (186) 
activities 
Investing activities 
Purchases of property, plant    (2)            - 
and equipment 
Disposal of subsidiaries -      731            - 
net debt retained 
Acquisition of subsidiary       -              46 
net of cash acquired 
Cash from / (used in)           729            46 
investing activities - 
continuing 
Cash used in investing          -              31 
activities - discontinued 
Cash from / (used in)           729            77 
investing activities 
Financing activities 
Interest paid                   (271)          (388) 
Drawdown of loans and           70             - 
borrowings 
Repayment of loans and          (169)          - 
borrowings 
Proceeds on issue of shares     258            1,041 
Net cash from financing         (112)          653 
activities - continuing 
Net cash from financing         (119)          (561) 
activities - discontinued 
Net cash from financing         (231)          92 
activities 
Net decrease in cash and        (67)           (17) 
cash equivalents 
Cash and cash equivalents at    69             86 
beginning of year 
Cash and cash equivalents at    2              69 
end of year 
 
 1. General information 
 
Vulcan Industries PLC is incorporated in England and Wales as a public company 
with registered number 11640409. 
 
These financial statements are extracted from the audited financial statements 
which have been posted on the Company's web site and do not constitute statutory 
accounts. 
 
These financial statements are presented in Sterling and are rounded to the 
nearest £'000. which is also the currency of the primary economic environment in 
which the Company and Group operate (their functional currency). 
 
 2. Significant accounting policies 
 
Going concern 
 
The Group has prepared forecasts covering the period of 12 months from the date 
of approval of these financial statements. These forecasts are based on 
assumptions such as forecast volumes, selling prices and budgeted cost 
reductions. They further take into account working capital requirements and 
currently available borrowing facilities. 
 
These forecasts show that following the part disposal of FPL (250) Limited, the 
Group is projected to have sufficient cash resources to fund the budgeted 
project expenditure and Group overheads. However delays in the planning process 
would require additional funding either through additional loan facilities or 
through raising cash through capital and project finance transactions to remain 
a going concern. 
 
The Group's focus is on continued improvements to operational performance of the 
acquisitions made to date with an emphasis on volume growth to increase gross 
margins and synergies resulting in cost reductions. On 1 June 2020 the Company 
was admitted to trading on the AQSE Growth Market. This has already facilitated 
the ability of the Company to raise new equity. 
 
As set out in notes 20, the Group is currently funded by a combination of short 
and long-term borrowing facilities. At 31 March 2023 the loans of £1,854,000 
were subject to a rolling standstill agreement and £475,000 fell due for 
repayment in September 2023. Since the year end their term has been extended and 
they now fall due between April and June 2025. The liquidity profile of the 
Group's debt is set out in note 27. The factoring facilities, of which £145,000 
(2022: £447,000) was fully drawn at 31 March 2023, may be withdrawn with 3 
months' notice. As set out in Note 20, on 30 August 2022, the Company has 
received a demand under a cross guarantee of the outstanding principal of the 
CBIL originally drawn down by IVI. The Company has recognised the obligation as 
a liability and is in negotiations to restructure this loan. 
 
Based on the above, whilst there are no contractual guarantees, the directors 
are confident that the existing financing will remain available to the Group and 
that additional sources of finance will be available. The directors, with the 
operating initiatives already in place and funding options available are 
confident that the Group will achieve its cash flow forecasts. Therefore, the 
directors have prepared the financial statements on a going concern basis. 
 
Nonetheless, the forecasts show that the Group will need to meet its operating 
targets and that delays would require further funding to meet its commitments as 
they fall due. In addition to this the Group is reliant on maintaining its 
existing borrowings. These conditions and events indicate the existence of 
material uncertainties that may cast significant doubt upon the Group's ability 
to continue as a going concern and the Group may therefore be unable to realise 
their assets and discharge their liabilities in the ordinary course of business. 
These financial statements do not include the adjustments that would result if 
the Group were unable to continue as a going concern. 
 
The auditors have made reference to going concern by way of a material 
uncertainty within their audit report. 
 
Basis of consolidation 
 
The consolidated financial statements incorporate the financial statements of 
the Company and entities controlled by the Company (its subsidiaries) made up 
for the period ended 31 March 2023. Control is achieved when the Company has the 
power: 
 
·       over the investee; 
 
·       is exposed, or has rights, to variable returns from its involvement with 
the investee; and 
 
·       has the ability to use its power to affects its returns 
 
The Company reassesses whether or not it controls an investee if facts and 
circumstances indicate that there are changes to one or more of the three 
elements of control listed above. 
 
Consolidation of a subsidiary begins when the Company obtains control over the 
subsidiary and ceases when the Company loses control of the subsidiary. 
Specifically, the results of subsidiaries acquired or disposed of during the 
period are included in profit or loss from the date the Company gains control 
until the date when the Company ceases to control the subsidiary. 
 
Where necessary, adjustments are made to the financial statements of 
subsidiaries to bring the accounting policies used into line with the Group's 
accounting policies. 
 
All intragroup assets and liabilities, equity, income, expenses and cash flows 
relating to transactions between the members of the Group are eliminated on 
consolidation. 
 
Business combinations 
 
Acquisitions of businesses are accounted for using the acquisition method. The 
consideration transferred in a business combination is measured at fair value, 
which is calculated as the sum of the acquisition-date fair values of assets 
transferred by the Group, liabilities incurred by the Group to the former owners 
of the acquiree and the equity interest issued by the Group in exchange for 
control of the acquiree. Acquisition-related costs are recognised in profit or 
loss as incurred. At the acquisition date, the identifiable assets (both 
tangible and intangible) acquired and the liabilities assumed are recognised at 
their fair value at the acquisition date, except that deferred tax assets or 
liabilities and assets or liabilities related to employee benefit arrangements 
are recognised and measured in accordance with IAS 12 and IAS 19 respectively. 
 
Goodwill is measured as the excess of the sum of the consideration transferred, 
the amount of any non-controlling interests in the acquiree, and the fair value 
of the acquirer's previously held equity interest in the acquiree (if any) over 
the net of the acquisition-date amounts of the identifiable assets acquired and 
the liabilities assumed. In the case of asset acquisition, it is the excess of 
the sum of the consideration transferred over the net of the acquisition-date 
amounts of the identifiable assets acquired and the liabilities assumed. 
 
When the consideration transferred by the Group in a business combination 
includes a contingent consideration arrangement, the contingent consideration is 
measured at its acquisition-date fair value and included as part of the 
consideration transferred in a business combination. Changes in fair value of 
the contingent consideration that qualify as measurement period adjustments are 
adjusted retrospectively, with corresponding adjustments against goodwill. 
Measurement period adjustments are adjustments that arise from additional 
information obtained during the `measurement period' (which cannot exceed one 
year from the acquisition date) about facts and circumstances that existed at 
the acquisition date. 
 
If the initial accounting for a business combination is incomplete by the end of 

the reporting period in which the combination occurs, the Group reports 
provisional amounts for the items for which the accounting is incomplete. Those 
provisional amounts are adjusted during the measurement period (see above), or 
additional assets or liabilities are recognised, to reflect new information 
obtained about facts and circumstances that existed as of the acquisition date 
that, if known, would have affected the amounts recognised as of that date. 
 
Goodwill 
 
Goodwill is initially recognised and measured as set out above. 
 
Goodwill is not amortised but is reviewed for impairment at least annually. For 
the purpose of impairment testing, goodwill is allocated to each of the Group's 
cash-generating units (or groups of cash-generating units) expected to benefit 
from the synergies of the combination. Cash-generating units to which goodwill 
has been allocated are tested for impairment annually, or more frequently when 
there is an indication that the unit may be impaired. If the recoverable amount 
of the cash-generating unit is less than the carrying amount of the unit, the 
impairment loss is allocated first to reduce the carrying amount of any goodwill 
allocated to the unit and then to the other assets of the unit pro-rata on the 
basis of the carrying amount of each asset in the unit. An impairment loss 
recognised for goodwill is not reversed in a subsequent period. 
 
On disposal of a cash-generating unit, the attributable amount of goodwill is 
included in the determination of the profit or loss on disposal. 
 
Revenue recognition 
 
Revenue is measured at the fair value of the consideration received or 
receivable for goods and services provided in the normal course of business, net 
of discounts, value added taxes and other sales related taxes. 
 
Performance obligations and timing of revenue recognition: 
 
All of the Group's revenue is derived from selling goods with revenue recognised 
at a point in time when control of the goods has transferred to the customer. 
This is generally when the goods are collected or delivered to the customer, or 
in the case of fabrication project work, when the project has been accepted by 
the customer. There is limited judgement needed in identifying the point control 
passes: once physical delivery of the products to the agreed location has 
occurred, the Group no longer has physical possession, usually it will have a 
present right to payment. Consideration is received in accordance with agreed 
terms of sale. 
 
Determining the contract price: 
 
The Group's revenue is derived from: 
 
a)        sale of goods with fixed price lists and therefore the amount of 
revenue to be earned from each transaction is determined by reference to those 
fixed prices; or 
 
b)        individual identifiable contracts, where the price is defined 
 
Allocating amounts to performance obligations: 
 
For most sales, there is a fixed unit price for each product sold. Therefore, 
there is no judgement involved in allocating the price to each unit ordered. 
 
There are no long-term or service contracts in place. Sales commissions are 
expensed as incurred. No practical expedients are used. 
 
Government grants 
 
Government grants are recognised in profit or loss on a systematic basis over 
the periods in which the Group recognises as expenses the related costs for 
which the grants are intended to compensate. Specifically, government grants 
whose primary condition is that the Group should purchase, construct or 
otherwise acquire non-current assets (including property, plant and equipment) 
are recognised as deferred income in the consolidated statement of financial 
position and transferred to profit or loss on a systematic and rational basis 
over the useful lives of the related assets. Government grants that are 
receivable as compensation for expenses or losses already incurred or for the 
purpose of giving immediate financial support to the Group with no future 
related costs are recognised in profit or loss in the period in which they 
become receivable. Furlough claims under the Job Retention Scheme, have been 
disclosed as other income and not netted against the related salary expense. 
 
Leases 
 
The Group as a lessee 
 
The Group assesses whether a contract is or contains a lease, at inception of 
the contract. The Group recognises a right-of-use asset and a corresponding 
lease liability with respect to all lease arrangements in which it is the 
lessee, except for short-term leases (defined as leases with a lease term of 12 
months or less) and leases of low value assets (such as tablets and personal 
computers, small items of office furniture and telephones). For these leases, 
the Group recognises the lease payments as an operating expense on a straight 
-line basis over the term of the lease unless another systematic basis is more 
representative of the time pattern in which economic benefits from the leased 
assets are consumed. 
 
The lease liability is initially measured at the present value of the lease 
payments that are not paid at the commencement date, discounted by using the 
rate implicit in the lease. If this rate cannot be readily determined, the 
lessee uses its incremental borrowing rate. 
 
Lease payments included in the measurement of the lease liability comprise: 
 
·            Fixed lease payments (including in-substance fixed payments), less 
any lease incentives receivable; 
 
·            Variable lease payments that depend on an index or rate, initially 
measured using the index or rate at the commencement date; 
 
·            The amount expected to be payable by the lessee under residual 
value guarantees; 
 
·            The exercise price of purchase options, if the lessee is reasonably 
certain to exercise the options; and 
 
·            Payments of penalties for terminating the lease, if the lease term 
reflects the exercise of an option to terminate the lease. 
 
The lease liability is presented as a separate line in the consolidated 
statement of financial position. 
 
The lease liability is subsequently measured by increasing the carrying amount 
to reflect interest on the lease liability (using the effective interest method) 
and by reducing the carrying amount to reflect the lease payments made. 
 
The Group remeasures the lease liability (and makes a corresponding adjustment 
to the related right-of-use asset) whenever: 
 
·          The lease term has changed or there is a significant event or change 
in circumstances resulting in a change in the assessment of exercise of a 
purchase option, in which case the lease liability is remeasured by discounting 
the revised lease payments using a revised discount rate. 
 
·          The lease payments change due to changes in an index or rate or a 
change in expected payment under a guaranteed residual value, in which cases the 
lease liability is remeasured by discounting the revised lease payments using an 
unchanged discount rate (unless the lease payments change is due to a change in 
a floating interest rate, in which case a revised discount rate is used). 
 
·          A lease contract is modified and the lease modification is not 
accounted for as a separate lease, in which case the lease liability is 
remeasured based on the lease term of the modified lease by discounting the 
revised lease payments using a revised discount rate at the effective date of 
the modification. 
 
The Group did not make any such adjustments during the period presented. 
 
The right-of-use assets comprise the initial measurement of the corresponding 
lease liability, lease payments made at or before the commencement day, less any 
lease incentives received and any initial direct costs. They are subsequently 
measured at cost less accumulated depreciation and impairment losses. 
 
Whenever the Group incurs an obligation for costs to dismantle and remove a 
leased asset, restore the site on which it is located or restore the underlying 
asset to the condition required by the terms and conditions of the lease, a 
provision is recognised and measured under IAS 37 `Provisions, Contingent 
liabilities and Contingent assets'. To the extent that the costs relate to a 
right-of-use asset, the costs are included in the related right-of-use asset, 
unless those costs are incurred to produce inventories. 
 
Right-of-use assets are depreciated over the shorter period of lease term and 
useful life of the underlying asset. If a lease transfers ownership of the 
underlying asset or the cost of the right-of-use asset reflects that the Group 
expects to exercise a purchase option, the related right-of-use asset is 
depreciated over the useful life of the underlying asset. The depreciation 
starts at the commencement date of the lease. 
 
The right-of-use assets are presented as a separate line in the consolidated 
statement of financial position. 
 
The Group applies IAS 36 to determine whether a right-of-use asset is impaired 
and accounts for any identified impairment loss as described in the `Property, 
Plant and Equipment' policy. 
 
Variable rents that do not depend on an index or rate are not included in the 
measurement of the lease liability and the right-of-use asset. The related 
payments are recognised as an expense in the period in which the event or 
condition that triggers those payments occurs. 
 
Foreign currencies 
 
Transactions in currencies other than the functional currency are recognised at 
the rates of exchange on the dates of the transactions.  At each balance sheet 
date, monetary assets and liabilities are retranslated at the rates prevailing 
at the balance sheet date with differences recognised in the Statement of 
comprehensive income in the period in which they arise. 
 
Retirement and termination benefit costs 
 
Payments to defined contribution retirement benefit plans are recognised as an 
expense when employees have rendered service entitling them to the 
contributions. Payments made to state-managed retirement benefit plans are 
accounted for as payments to defined contribution plans where the Group's 

obligations under the plans are equivalent to those arising in a defined 
contribution retirement benefit plan. 
 
There are no defined benefit plans in place. 
 
Taxation 
 
The income tax expense represents the sum of the tax currently payable and 
deferred tax. 
 
Current tax 
 
The tax currently payable is based on taxable profit for the year.  The Group's 
liability for current tax is calculated using tax rates that have been enacted 
or substantively enacted by the end of the reporting period. 
 
Deferred tax 
 
Deferred tax is the tax expected to be payable or recoverable on differences 
between the carrying amounts of assets and liabilities in the financial 
statements and the corresponding tax bases used in the computation of taxable 
profit and is accounted for using the liability method. Deferred tax liabilities 
are generally recognised for all taxable temporary differences and deferred tax 
assets are recognised to the extent that it is probable that taxable profits 
will be available against which deductible temporary differences can be 
utilised. Such assets and liabilities are not recognised if the temporary 
difference arises from the initial recognition of goodwill. 
 
The carrying amount of deferred tax assets is reviewed at each reporting date 
and reduced to the extent that it is no longer probable that sufficient taxable 
profits will be available to allow all or part of the asset to be recovered. 
 
Deferred tax is calculated at the tax rates that are expected to apply in the 
period when the liability is settled or the asset is realized. 
 
Current and deferred tax assets and liabilities are offset when there is a 
legally enforceable right to set off. 
 
Property, plant and equipment 
 
Plant, machinery, fixtures and fittings are stated at cost less accumulated 
depreciation and accumulated impairment loss. 
 
Depreciation is recognised so as to write off the cost or valuation of assets 
less their residual values over their useful lives, using the straight-line 
method or reducing balance methods, on the following bases: 
 
Leasehold improvements  Over the life of the lease 
Plant and machinery     10 per cent - 25 per cent per annum 
Fixtures and fittings   10 per cent - 30 per cent per annum 
Motor Vehicles          20 per cent - 25 percent per annum 
 
The estimated useful lives, residual values and depreciation method are reviewed 
at the end of each reporting period, with the effect of any changes in estimate 
accounted for on a prospective basis. 
 
Right-of-use assets are depreciated over the shorter period of the lease term 
and the useful life of the underlying asset. If a lease transfers ownership of 
the underlying asset or the cost of the right-of-use asset reflects that the 
Group expects to exercise a purchase option, the related right-of-use asset is 
depreciated over the useful life of the underlying asset. 
 
Impairment of property, plant and equipment and intangible assets excluding 
goodwill 
 
At each reporting date, the Group reviews the carrying amounts of its property, 
plant and equipment and intangible assets to determine whether there is any 
indication that those assets have suffered an impairment loss. If any such 
indication exists, the recoverable amount of the asset is estimated to determine 
the extent of the impairment loss (if any). Where the asset does not generate 
cash flows that are independent from other assets, the Group estimates the 
recoverable amount of the cash-generating unit to which the asset belongs. When 
a reasonable and consistent basis of allocation can be identified, corporate 
assets are also allocated to individual cash-generating units, or otherwise they 
are allocated to the smallest group of cash-generating units for which a 
reasonable and consistent allocation basis can be identified. 
 
Recoverable amount is the higher of fair value less costs of disposal and value 
in use. In assessing value in use, the estimated future cash flows are 
discounted to their present value using a pre-tax discount rate that reflects 
current market assessments of the time value of money and the risks specific to 
the asset for which the estimates of future cash flows have not been adjusted. 
 
If the recoverable amount of an asset (or cash-generating unit) is estimated to 
be less than its carrying amount, the carrying amount of the asset (or cash 
-generating unit) is reduced to its recoverable amount. An impairment loss is 
recognised immediately in profit or loss, unless the relevant asset is carried 
at a revalued amount, in which case the impairment loss is treated as a 
revaluation decrease and to the extent that the impairment loss is greater than 
the related revaluation surplus, the excess impairment loss is recognised in 
profit or loss. 
 
Where an impairment loss subsequently reverses, the carrying amount of the asset 
(or cash-generating unit) is increased to the revised estimate of its 
recoverable amount, but so that the increased carrying amount does not exceed 
the carrying amount that would have been determined had no impairment loss been 
recognised for the asset (or cash-generating unit) in prior years. A reversal of 
an impairment loss is recognised immediately in profit or loss to the extent 
that it eliminates the impairment loss which has been recognised for the asset 
in prior years. Any increase in excess of this amount is treated as a 
revaluation increase 
 
Inventories 
 
Inventories are 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 present 
location and condition. Cost is calculated using the weighted average cost 
method. Net realisable value represents the estimated selling price less all 
estimated costs of completion and costs to be incurred in marketing, selling and 
distribution. 
 
Financial instruments 
 
Initial recognition 
 
A financial asset or financial liability is recognised in the statement of 
financial position of the Group when it arises or when the Group becomes part of 
the contractual terms of the financial instrument. 
 
Financial assets 
 
Financial assets are classified as either financial assets at amortised cost, at 
fair value through other comprehensive income ("FVTOCI") or at fair value 
through profit or loss ("FVPL") depending upon the business model for managing 
the financial assets and the nature of the contractual cash flow characteristics 
of the financial asset. 
 
A loss allowance for expected credit losses is determined for all financial 
assets, other than those at FVPL, at the end of each reporting period. The Group 
applies a simplified approach to measure the credit loss allowance for trade 
receivables using the lifetime expected credit loss provision. The lifetime 
expected credit loss is evaluated for each trade receivable taking into account 
payment history, payments made subsequent to year-end and prior to reporting, 
past default experience and the impact of any other relevant and current 
observable data. The Group applies a general approach on all other receivables 
classified as financial assets. The general approach recognises lifetime 
expected credit losses when there has been a significant increase in credit risk 
since initial recognition. 
 
The Group derecognises a financial asset when the contractual rights to the cash 
flows from the asset expire, or when it transfers the financial asset and 
substantially all the risks and rewards of ownership of the asset to another 
party. The Group derecognises financial liabilities when the Group's obligations 
are discharged, cancelled or have expired. 
 
Trade and other receivables 
 
Trade receivables are accounted for at amortised cost. Trade receivables do not 
carry any interest and are stated at their nominal value as reduced by 
appropriate expected credit loss allowances for estimated recoverable amounts as 
the interest that would be recognised from discounting future cash payments over 
the short payment period is not considered to be material. Other receivables are 
accounted for at amortised cost and are stated at their nominal value as reduced 
by appropriate expected credit loss allowances. 
 
Financial liabilities 
 
The classification of financial liabilities at initial recognition depends on 
the purpose for which the financial liability was issued and its 
characteristics. 
 
All purchases of financial liabilities are recorded on trade date, being the 
date on which the Group becomes party to the contractual requirements of the 
financial liability. Unless otherwise indicated the carrying amounts of the 
Group's financial liabilities approximate to their fair values. 
 
The Group's financial liabilities consist of financial liabilities measured at 
amortised cost and financial liabilities at fair value through profit or loss. 
 
A financial liability (in whole or in part) is derecognised when the Group has 
extinguished its contractual obligations, it expires or is cancelled. Any gain 
or loss on derecognition is taken to the statement of comprehensive income. 
 
Borrowings 
 
Borrowings are included as financial liabilities on the Group balance sheet at 
the amounts drawn on the particular facilities net of the unamortised cost of 
financing. Interest payable on those facilities is expensed as finance cost in 
the period to which it relates. 
 
Trade and other payables 
 
Trade and other payables are initially recorded at fair value and subsequently 
carried at amortised cost. 
 
Fair value measurement 
 
Fair value is the price that would be received to sell an asset or paid to 
transfer a liability in an orderly transaction between market participants at 
the measurement date. 
 
The fair value measurement is based on the presumption that the transaction to 
sell the asset or transfer the liability takes place either in the principal 
market for the asset or liability or, in the absence of a principal market, in 
the most advantageous market for the asset or liability. The principal or the 

most advantageous market must be accessible to the Group. 
 
The fair value of an asset or a liability is measured using the assumptions that 
market participants would use when pricing the asset or liability, assuming that 
market participants act in their economic best interest. 
 
For all other financial instruments not traded in an active market, the fair 
value is determined by using valuation techniques deemed to be appropriate in 
the circumstances. Valuation techniques include the market approach (i.e. using 
recent arm's length market transactions adjusted as necessary and reference to 
the current market value of another instrument that is substantially the same) 
and the income approach (i.e. discounted cash flow analysis and option pricing 
models making as much use of available and supportable market data as possible). 
 
All assets and liabilities for which fair value is measured or disclosed in the 
financial statements are categorised within the fair value hierarchy, described 
as follows, based on the lowest level input that is significant to the fair 
value measurement as a whole: 
 
Level 1 - Quoted (unadjusted) market prices in active markets for identical 
assets or liabilities. 
 
Level 2 - Valuation techniques for which the lowest level input that is 
significant to the fair value measurement is directly or indirectly observable. 
 
Level 3 - Valuation techniques for which the lowest level input that is 
significant to the fair value measurement is unobservable. 
 
For assets and liabilities that are recognised in the financial statements on a 
recurring basis, the Group determines whether transfers have occurred between 
levels in the hierarchy by re-assessing the categorisation (based on the lowest 
level input that is significant to the fair value measurement as a whole) at the 
end of each reporting year. 
 
Provisions 
 
Provisions are recognised when the Group has a present obligation (legal or 
constructive) as a result of a past event, it is probable that the Group will be 
required to settle that obligation and a reliable estimate can be made of the 
amount of the obligation. 
 
Share-based payments 
 
Equity-settled share-based payments to employees and others providing similar 
services are measured at the fair value of the equity instruments at the grant 
date. The fair value excludes the effect of non-market-based vesting conditions. 
 
The fair value determined at the grant date of the equity-settled share-based 
payments is expensed on a straight- line basis over the vesting period, based on 
the Group's estimate of the number of equity instruments that will eventually 
vest. At each reporting date, the Group revises its estimate of the number of 
equity instruments expected to vest as a result of the effect of non-market 
-based vesting conditions. The impact of the revision of the original estimates, 
if any, is recognised in profit or loss such that the cumulative expense 
reflects the revised estimate, with a corresponding adjustment to reserves. 
 
Equity-settled share-based payment transactions with parties other than 
employees are measured at the fair value of the goods or services received, 
except where that fair value cannot be estimated reliably, in which case they 
are measured at the fair value of the equity instruments granted, measured at 
the date the entity obtains the goods or the counterparty renders the service. 
 
 3. Critical accounting judgements and key sources of estimation uncertainty 
 
In applying the Group's accounting policies, which are described in note 3, the 
directors are required to make judgements (other than those involving 
estimations) that have a significant impact on the amounts recognised and to 
make estimates and assumptions about the carrying amounts of assets and 
liabilities that are not readily apparent from other sources. The estimates and 
associated assumptions are based on historical experience and other factors that 
are considered to be relevant. Actual results may differ from these estimates. 
 
The estimates and underlying assumptions are reviewed on an ongoing basis. 
Revisions to accounting estimates are recognised in the period in which the 
estimate is revised if the revision affects only that period, or in the period 
of the revision and future periods if the revision affects both current and 
future periods. 
 
Identified intangible assets 
 
Identified intangible assets arising on acquisition are disclosed in note 14 and 
comprise; marketing related assets such as brands and domain names; customer 
related assets such as customer relationships, lists and existing order books. 
Their existence is established in a post-acquisition review which also estimates 
their value and the period over which they are amortised; 
 
Other intangible assets 
 
The BESS project has been valued at costs incurred to date on the project and a 
fair value adjustment has been made on acquisition (note 25). The fair valuation 
adjustment reflects a discount from comparable market values for similar 
projects to take into account the early stage of development. 
 
Carrying value of goodwill, other intangible assets and property plant and 
equipment 
 
Impairment reviews for non-current assets are carried out at each balance sheet 
date in accordance with IAS 36, Impairment of assets. Reported losses in the 
subsidiary companies, were considered to be indications of impairment and a 
formal impairment review was undertaken.  The review uses a discounted cash flow 
model to estimate the net present value of each cash generating unit. Management 
consider each operating subsidiary to be a separately identifiable cash 
generating unit. 
 
The impairment reviews are sensitive to various assumptions, including the 
expected sales forecasts, cost assumptions, capital requirements, and discount 
rates among others. The forecasts of future cash flows for each subsidiary were 
derived from the operational plans in place. Real prices were assumed to remain 
constant at current levels. 
 
Details of the reviews are set out in note 14. 
 
Receivables 
 
In applying IFRS 9 the directors make a judgement in assessing the Group's 
exposure to credit risk. The Group has recognised a loss allowance of 100 per 
cent against all receivables over 120 days past due where historical experience 
has indicated that these receivables are generally not recoverable. The 
allowance for expected credit losses follows an internal assessment of customer 
credit worthiness and an estimate as to the timing of settlement and is 
disclosed in note 19. In addition, the directors have assessed the 
recoverability of other receivables on a case by case basis. 
 
Discontinued activities 
 
The Group disposed of Orca, IVI and TRR during the year. The trading loss and 
net assets have been derived from the accounting records at the date of 
disposal. 
 
 4. Other gains and losses 
 
                         Year ending    Restated 
                         31 March 
                         2023           Year ending 31 March 2022 
                         £'000          £'000 
Acquisition and          140            25 
disposal costs 
Loss allowance on        52             104 
trade receivables 
Government grants        (1)            (31) 
Other expenses           34             187 
                         225            285 
Of which relating 
to: 
Continuing               224            305 
activities 
Discontinued             1              (20) 
activities 
                         225            285 
 
 5. Impairment charge 
 
                          Year ending    Restated 
                          31 March 
                          2023           Year ending 31 March 2022 
                          £'000          £'000 
Goodwill (note 14)        -              1,142 
Identified                -              571 
intangible assets 
(note 14) 
Other receivables         -              327 
                          -              2,040 
Of which relating 
to: 
Continuing                -              12 
activities 
Discontinued              -              2,028 
activities 
                          -              2,040 
 
 6. Finance costs 
 
                             Year ending    Restated 
                             31 March 
                             2023           Year ending 31 March 2022 
                             £'000          £'000 
Interest receivable: 
Interest on quoted           25             - 
bond 
                             25             - 
 
Interest payable: 
Interest on bank             426            444 
overdrafts and loans 
Interest on lease            8              32 
liabilities 
Loan arrangement fees        68             26 
and other finance 
costs 
                             502            502 
 
Net Finance costs            477            502 
Of which relating to: 
Continuing activities        438            389 
Discontinued                 39             113 
activities 
                             477            502 
 
 7. Discontinued activities 
 
                             Year ending    Restated 
                             31 March 
                             2023           Year ending 31 March 2022 
                             £'000          £'000 
Revenue                      943            5,049 
Cost of sales                (873)          (4,061) 
Gross margin                 70             988 
Operating expenses           (280)          (2,082) 
Other Income                 33             125 
Impairment loss              -              (2,028) 
Finance costs                (39)           (113) 
Loss before tax on           (216)          (3,110) 
discontinued 
activities 
Tax credit on                -              68 
discontinued 
activities 
Loss after tax on            (216)          (3,042) 
discontinued 
activities 
Profit on disposal of        1,804          654 
discontinued 
activities 
Profit / (loss) on           1,588          (2,388) 
discontinued 
activities 
 

On 30 March 2022, the Company disposed of M&G Olympic Products Limited. Orca 
Doors Limited was disposed of on 18 July 2022, IVI Metallics was disposed of on 
31 July 2022 and Time Rainham Limited was disposed of on 8 November 2022 
 
The comparatives in the Consolidated Statement of Comprehensive Income and 
Consolidated Statement of Cash Flows and several notes have been restated to 
separate continuing and discontinued operations. 
 
 8. Earnings per share 
 
                        Year ending 31 March 2023    Restated 
 
                                                     Year ending 31 March 2022 
The calculation         £'000                        £'000 
of the basic 
earnings per 
share is based 
on the following 
data: 
Loss for the 
year for the 
purposes of 
basic loss per 
share 
attributable to 
equity holders 
of the Company: 
-          From         (949)                        (1,299) 
continuing 
operations 
-          From         1,588                        (2,388) 
discontinued 
operations 
-          Total        639                          (3,687) 
Weighted average        595,784,173                    346,819,139 
number of 
Ordinary Shares 
for the purposes 
of basic loss 
per share 
Basic earnings 
per share(pence) 
-          From         (0.16p)                        (0.37p) 
continuing 
operations 
-          From         0.27p                        (0.69p) 
discontinued 
operations 
-          Total        0.11p                        (1.06p) 
 
The Company has issued options over ordinary shares which could potentially 
dilute basic loss per share in the future. There is no difference between basic 
loss per share and diluted loss per share as the potential ordinary shares are 
anti-dilutive. Details of options are set out in note 24. 
 
 9. Goodwill and other intangible assets 
 
Goodwill 
                                           £'000 
Cost 
At 31 March 2021                           1,721 
Recognised on acquisition                  718 
Disposal                                   (202) 
At 31 March 2022                           2,237 
Disposal                                   (1,519) 
At 31 March 2023                           718 
 
Accumulated Impairment Losses 
At 31 March 2021                           150 
Impairment charge                          1,142 
At 31 March 2022                           1,292 
Disposal                                   (1,292) 
At 31 March 2023                           - 
 
Carrying value at 31 March 2023            718 
Carrying value at 31 March 2022            945 
 
Goodwill arising on acquisition comprises the expected synergies to be realised 
form the benefits of being a member of a group rather than stand-alone company. 
These include shared services, economies from pooled procurement, leveraging 
skillsets across the group and other intangible assets, such as the workforce 
knowledge, experience and competences across the group that cannot be recognised 
separately as intangible assets. 
 
Other                 BESS Project    Identified intangible assets    Total 
intangible 
assets 
                                      £'000                           £'000 
Cost 
At 31 March         -                 1,067                           1,067 
2021 
Recognised on       -                 300                             300 
acquisition 
Disposal            -                 (167)                           (167) 
At 31 March         -                 1,200                           1,200 
2022 
On acquisition      274               -                               274 
of subsidiary 
Recognised on       2,600             -                               2,600 
acquisition 
Additions           34                -                               34 
Disposal            -                 (900)                           (900) 
At 31 March         2,908             300                             3,208 
2023 
 
Amortisation 
At 31 March         -                 242                             242 
2021 
Charge for the      -                 120                             120 
period 
Impairment          -                 571                             571 
charge 
Disposal            -                 (50)                            (50) 
At 31 March         -                 883                             883 
2022 
Charge for the      -                 40                              40 
period 
Disposal                              (893)                           (893) 
                    -                 30                              30 
 
Carrying value      2,908             270                             3,178 
at 31 March 
2023 
Carrying value      -                 317                             317 
at 31 March 
2022 
 
Identified intangible assets arising on acquisition comprise; marketing related 
assets such as brands and domain names; customer related assets such as customer 
relationships, lists and existing order books. These are amortised, depending 
upon the nature of the asset and the business acquired over 1 to 10 years on a 
straight-line basis. 
 
BESS Project 
                                             £'000 
Fair value on acquisition (note 25)          2,874 
Additions                                    34 
At 31 March 2023                             2,908 
 
Forepower Lincoln (250) Limited is a 248MW Battery Energy Storage System Project 
("BESS") which was acquired on 6 March 2023. The value at 31 march 2023 
represents the project costs incurred by FPL(250) together with a fair value 
adjustment on acquisition of £2.6 million, being the consideration paid by the 
company. The fair valuation adjustment reflects a discount from comparable 
market values for similar projects to take into account the early stage of 
development of the project. On 25 October 2023, the Company disposed of 49.9% of 
its holding in FPL (250) in order  to fund the development of the project and 
value is expected to be generated as the project moves through the planning 
process and obtains a firm connection date to the national grid. Further uplifts 
in value are expected as project mile-stones are achieved. 
 
The Group tests goodwill and other intangible assets annually for impairment, or 
more frequently if there are indications that they might be impaired. Aftech 
Limited made a small profit before taxation on consolidation, nonetheless its 
result was considered to be an indication of impairment and an impairment review 
was undertaken. 
 
The recoverable amount of the goodwill and identified intangible assets is 
determined based on a value in use calculation which uses cash flow projections 
based on financial budgets approved by the directors covering a six-year period, 
and a discount rate of 10% per cent per annum. 
 
Where cash flows have been extrapolated beyond that six-year period, no further 
growth has been assumed. 
 
Impairment           Year ended 31 March    Year ending 31 March 2022 
charge 
                     2023 
                     £'000                  £'000 
Goodwill 
IVI Metallics        -                      548 
Limited 
Orca Doors           -                      294 
Limited 
Romar Process        -                      300 
Engineering 
Limited 
                     -                      1,142 
 
Identified intangible assets 
IVI Metallics Limited                  -    478 
Orca Doors Limited                     -    8 
Romar Process Engineering Limited      -    85 
                                       -    571 
 
The Company disposed of its shareholdings in IVI and Orca in July 2022. 
Accordingly full impairment of goodwill and identifiable intangible assets was 
made at 31 March 2022. The Company disposed of its shareholding in Time Rainham 
in November 2022. In the prior year, goodwill and identifiable intangible assets 
in respect of the acquisition by Time Rainham of the business and assets of 
Romar Process Engineering Limited were fully impaired. 
 
In reviewing the goodwill and identified intangible assets attributable to the 
acquisition of Aftech Limited the impairment review base case showed that there 
was no need for impairment. 
 
Sensitivity analysis 
 
Discount rate: The Group's borrowings have a current nominal rate of interest 
ranging from 5% to 18% per annum. It is intended to refinance the loan at 18% at 
more reasonable long-term rates. The real rate assumed in these forecasts is 
estimated to be 10%, a blended rate, taking into account the timing required to 
arrange the refinancing. 
 
In order for a potential impairment to arise, either to goodwill and 
identifiable intangible assets arising on acquisition or to non-current assets 
in Aftech, forecast sales volumes would have to fall by 1% And if the discount 
rate rose to 11%. 
 
10.                 Borrowings 
 
                                                      At 31    At 31 March 2022 
 
                                                      March 
 
                                                      2023 
Non-current liabilities                               £'000    £'000 
Secured 
Corona virus business interruption loan (CBIL)        -        634 
                                                      -        634 
Unsecured 
Bounce back loans (BBL)                               -        40 
                                                      -        674 
Current liabilities 
Secured 
Factoring facility                                    145      447 
Other Loans                                           1,854    1,854 
Convertible loan note                                 475      475 
Corona virus business interruption loan               700      182 
                                                      3,174    2,958 
Unsecured 
Other loans                                           13 
Bounce back loans                                     -        10 
                                                      3,187    2,968 
 
                                                      3,187    3,642 
 

Other loans of £1,854,000 (2022: £1,854,000) are secured by means of a 
debenture, chattels mortgage and cross guarantee entered into by the Company. At 
31 March 2023, there was a rolling 12 month standstill agreement in place. Since 
the year end the Company extended the term and the principal now falls due for 
repayment between April and July 2025. 
 
Since the year end the term of the convertible note has been extended to 30 June 
2025. The lender has the right to convert the outstanding principal into 
ordinary share of the Company at a price of 1p per share. In the event that the 
lender does not exercise its conversion rights by 30 June 2025, the loan shall 
become immediately repayable by the Company. 
 
The factoring facility is secured on the trade receivables amounting to £208,000 
(2022: £786,000).  There is a factoring charge of 1% of the Gross debt and a 
discount rate of 5% above bank base rates on net advances. The agreement provide 
for 3 months' notice by either party and certain minimum fee levels. 
 
On 31 July 2022, the Company disposed of IVI.  Subsequently IVI was put into 
administration and the Company received a demand from HSBC for the outstanding 
principal under a cross guarantee. The CBIL liability is secured by means of a 
debenture entered into by the Company. 
 
The movement in borrowings reconciles to the cash flow statement as follows: 
 
             At 31  Discontinued  Disposal of  Assumed  Repaid  At 31 
                                  subsidiary 
             March                                              March 2023 
             2022 
             £'000  £'000         £'000        £'000    £'000   £'000 
Secured      1,854  -             -            -        -       1,854 
borrowings 
Unsecured    -      -             -            70       (57)    13 
borrowing 
Convertible  475    -             -            -        -       475 
loan note 
Factoring    447    (2)           (248)        -        (52)    145 
facilities 
CBIL and     866    (120)         (746)        746      (46)    700 
BBLs 
Total        3,642  (122)         (994)        816      (155)   3,187 
borrowings 
 
11.                 Share capital 
 
                              Number         £'000 
Issued and fully paid: 
At 31 March 2021              280,786,938    112 
Issued during the period      245,547,664    99 
At 31 March 2022              526,334,602    211 
Issued during the period      344,193,003    137 
At 31 March 2023              870,527,605    348 
 
The Company has one class of ordinary share with a nominal value of 0.04p and 
which carries no right to fixed income. 
 
Shares issued                  Number           £'000 
during the year 
 
For Cash (net of               44,372,354       258 
fees) 
In settlement of               16,513,216       168 
fees and expenses 
Acquisition                    283,307,433      2,893 
consideration 
                                 344,193,003    3,319 
 
Share premium                                   £'000 
At 31 March 2021                                3,946 
Premium arising                                 2,699 
on issue of new 
equity during the 
year 
At 31 March 2022                                6,645 
Premium arising                                 3,182 
on issue of new 
equity during the 
year 
At 31 March 2023                                9,827 
 
Shares to be issued             £'000 
At 31 March 2022                293 
Issued during the year          (293) 
At 31 March 2023                - 
 
At completion of the acquisition of Aftech Limited on 24 March 2022, the Company 
did not have sufficient authority to issue all the consideration shares. Once 
the authority had been received at the Annual General Meeting held on 13 May 
2023, the remaining consideration shares were issued on 16 June 2023. 
 
12.                 Acquisition of subsidiaries 
 
In the year to 31 March 2023, the Company completed one acquisition: 
 
Forepower Lincoln (250) Limited 
 
On 6 March 2023, the Group purchased the entire share capital of Forepower 
Lincoln (250) Limited ("FPL(250)") for £2,600,000 which was satisfied by the 
issue and allotment by the Company of 260,000,000 shares at an issue price of 1p 
per share. The acquisition has been treated as a business combination. FPL(250) 
is a 248MW Battery Energy Storage System ("BESS") project in the early stages of 
its planning application. The amounts recognised in respect of the identifiable 
assets acquired and liabilities assumed in the acquisition is as set out in the 
table below. 
 
                       Net assets acquired  Fair value Adjustments  Total 
                       £'000                £'000                   £'000 
Intangible assets -    274                  2,600                   2,874 
project expenditure 
Current liabilities    (274)                -                       (274) 
                       -                    2,600                   2,600 
Consideration 
Issue of equity                                                     2,600 
Total consideration                                                 2,600 
 
Acquisition costs of £1,000 have been included in other gains and losses in the 
consolidated statement of profit and loss and comprehensive income. 
 
13.                 Post balance sheet events 
 
On 25 October 2023, the Company disposed of 49.9% of its holding in FPL (250) in 
order to fund the development of the project. Value is expected to be generated 
as the project moves through the planning process and obtains a firm connection 
date to the national grid. 
 
On 17 May 2023 the Company issued 3,333,333 ordinary shares of £0.0004 each at 
£0.0075 per share. 
 
14.                 Contingent liability 
 
FPL(250) has a consultancy contract concerning the application for a connection 
to the national grid in respect of the BESS project.  Within 40 days of 
receiving planning consent, FPL(250) has an obligation to pay £1.2million to the 
contractor and a further £50,000 to another supplier. 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

November 27, 2023 09:49 ET (14:49 GMT)