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REG - Pod Point Group Hdgs - Preliminary Unaudited Results for FY2021

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RNS Number : 0609C  Pod Point Group Holdings PLC  18 February 2022

18 February 2022

Pod Point Group Holdings PLC (Symbol: PODP)

 

Preliminary unaudited results for the period ended 31 December 2021

 

"Strong financial and strategic performance with excellent momentum"

 

Pod Point Group Holdings plc (the "Company") and its subsidiaries (the
"Group"), one of the UK's market leading providers of Electric Vehicle ("EV")
charging solutions is pleased to announce its preliminary unaudited results
for the year ended 31 December 2021.

 

Financial Summary

 

                                          Year to 31.12.21  Year to 31.12.20  Year on year change  11 months to 31.12.20((1))

                                          £'000             £'000                                  £'000

 Total revenue                            61,415            33,082            86%                  31,026
 Home                                     40,272            20,340            98%                  19,356
 Commercial                               17,959            10,922            64%                  10,010
 Other((3))                               3,184             1,820             108%                 1,660
 Gross profit                             16,345            8,203             99%                  7,716
 Gross margin                             27%               25%               +2%                  25%
 Home gross profit                        11,347            5,126             122%                 4,936
 Home gross margin                        28%               25%               +3%                  26%
 Commercial gross profit                  3,929             2,447             61%                  2,262
 Commercial gross margin                  22%               22%               -                    23%
 Adjusted EBITDA((2))                     58                (331)             389                  (55)
 EBITDA                                   (8,103)           (8,549)           446                  (7,971)
 Loss before tax                          (14,322)          (12,959)          (1,363)              (12,193)
 Closing cash and short term investments  96,112            2,943             93,169               2,943

 

((1)) See Notes regarding comparative periods

(2) See Notes of this report for definition of Adjusted EBITDA

(3) See Notes for definition

 

Notes

 

Adjusted EBITDA is defined as earnings before interest, tax, depreciation and
amortisation and also excluding both amounts charged to the income statement
in respect of the Group's share based payments arrangements and adjusting for
large corporate transaction and restructuring costs.  These have been
separately identified by the Directors and adjusted to provide an underlying
measure of financial performance.  The reconciliation is set out on the
income statement and note 6 provides a summary of the amounts arising from the
large corporate transactions and restructuring costs.

 

The listed entity Pod Point Group Holdings plc (formerly called EDF Energy EV
Limited) was incorporated on 29th January 2020 and was used to acquire the Pod
Point business at that time.  Consequently the Annual Report and detailed
financial disclosure in this document discloses eleven month comparatives for
the period from 29 Janaury 2020 to 31st December 2020.  The Pod Point
business, however, traded for the full year of 2020 and full year financial
disclosures were included in the Prospectus, published as part of the
business' listing on the London Stock Exchange on 9th November 2021.  These
summary tables and Business Review compare the financial results for the year
to 31st December 2021 with the financial results for the year to 31st December
2020 to allow easier comparison by readers of this document.

 

Average annual recurring revenue per unit is calculated as annual recurring
revenue divided by the total number of Commerical units installed and able to
communicate at a period end. Commercial units shipped but not installed by Pod
Point are not included in this statistic.

"Other" revenue includes Recurring revenue for the year ended 31 December 2021
of £918k compared to £551k for the full year of 2020 (11 months 2020:
£511k), Owned Asset revenue for the year ended 31 December 2021 of £2,033k
compared to £868k for the full year of 2020 (11 months 2020: £868k) and
Norway revenue for the year ended 31 December 2021 of £233k compared to
£401k for the full year of 2020 (11 months: £281k)

 

 

Group Highlights

 

·      Very strong performance with 86% year on year revenue growth to
£61.4m

·      99% year on year growth in gross profit with margin increasing to
27% from 25%

·      Strong expansion of the customer base across both Home and
Commercial segments

·      Increase in headcount from 247 to 447 including 73 inhouse
installers supported by network of over 221 third party installers

·      Adjusted EBITDA of £58k was a result of increase in revenues and
gross margin with the loss for the full year 2021 of £14m including one-off
costs of IPO and share-based payment costs

 

Strategic and Operational Highlights

 

·      Raised £120m in a successful listing on the London Stock
Exchange and received the Green Economy Mark at Admission, demonstrating the
key role the company is playing in the transition to a sustainable economy

·      12.2m charging sessions delivered, enabling 955m km of low carbon
travel and helping to avoid 127,267 tonnes of CO2e

·      Over 66,000 charge points installed and shipped (2020 full year:
35,763) while maintaining outstanding levels of customer service with a 4.3
out of 5 rating on Trust Pilot and a 4.65 out of 5 rating on review.io with a
91% recommendation rate

·      Market share in home charging increased to 18% (2020: 16%) driven
by new commercial deals with car manufacturers and operators of business car
fleets

·      Total number of units installed and able to communicate at the
year end increased to 137,420 (2020: 77,498) providing an excellent base to
expand recurring revenue products

·      Key OEM contracts won or renewed include Fiat, Jaguar Land Rover,
Mercedes and Nissan

·      Pod Point now has over 130 active fleet business accounts with
businesses including Coca-Cola, DHL and Royal Mail

·      In the Commerical segment key customer contracts won during the
year included CBRE, Hermes and Serco, and we renewed our contract with LIDL

·      Owned asset sites increased to 453 with 984 charging points
including 73 DC rapid units

 

 

Headline KPIs

 

                                                           Year to 31.12.21  Year to 31.12.20  Year on year change  11 months to 31.12.20

 Total UK new PiV((1)) sales                               305,277           175,084           74%                  171,482
 Home units installed                                      54,977            28,361            94%                  27,011
 Commercial units installed and shipped                    11,025            7,402             49%                  6,654
 Effective Home market share                               18%               16%               +2%                  16%
 Effective Commercial market share                         4%                4%                -                    4%
 Total Home units installed and able to communicate        121,415           66,548            82%                  66,548
 Total Commercial units installed and able to communicate  16,005            10,950            46%                  10,950
 Average annual recurring revenue per unit((1))            £57               £50               +£7                  £47
 Total Owned Asset sites                                   453               292               55%                  292
 Total Owned Asset Charge Points                           984               596               65%                  596
 Total Owned Asset Rapid/DC Charge Points                  73                12                508%                 12

 

(1) PiV defined as "Plug-in Vehicles"

 

 

Current trading and outlook

 

We have started 2022 strongly, with a significant volume of Home and
Commercial orders received and increased demand driven by the end of the OZEV
home grant subsidy and continuing market growth with January registrations of
new Plug in Vehicles increasing to 23,840, a year on year increase of 89% and
now representing over 20% of all new vehicles registered. Headline gross
margin guidance for the full year is unchanged with some downward pressure
expected in H1 on Home percentage margin as we navigate well-publicised
component shortages prior to benefitting from unit manufacture cost savings
from the on-boarding and production scaling of a second manufacturing partner
during 2022.

 

2021 was a watershed year for EV adoption in the UK creating significant
market opportunities for the Group. We look forward to continuing to take
advantage of these in 2022 by investing across the business including
expanding installation capability and software development to grow our
recurring revenue streams.

 

Erik Fairbairn, Chief Executive Officer of Pod Point, said:

 

"It has been a hugely significant year for Pod Point. Becoming a publicly
listed company took us one step closer towards our mission that travel should
not damage the earth and, after successfully raising £120m at the IPO,  we
are excited to continue growing and innovating in order to protect our planet.

 

I am extremely thankful for all my talented and dedicated colleagues, without
whom these achievements would not have been possible. Together we
significantly increased revenues for the year, selling over 66,000 charge
points while continuing to provide an excellent service to our customers. The
future is bright for Pod Point and, as electric vehicles become the norm
rather than the exception, the market opportunity is clear. We can't wait to
further accelerate our growth and continue our journey as the market leader -
playing a key role in reducing carbon emissions and tackling climate change at
this critical time."

 

 

Webcast presentation

There will be a webcast presentation for investors and analysts this morning
at 09:30 am. Please contact podpoint@tulchangroup.com
(mailto:podpoint@tulchangroup.com) if you would like to attend.

 

 

Enquiries:

Tulchan (Public Relations adviser to Pod Point)

James Macey White/ Mark Burgess/ Matt Low/ Laura Marshall / Arthur Rogers

+44 (0)20 7353 4200 / PodPoint@tulchangroup.com

BofA Securities (Joint Corporate broker)

Cara Griffiths / Mitchell Evans

+44 (0)20 7628 1000

Numis (Joint Corporate broker)

Garry Levin / Andrew Coates

 

+44 (0)20 7260 1000

 

 

About Pod Point Group Holdings plc

Pod Point
(https://protect-eu.mimecast.com/s/j-drCjRx8UNRGPTWhbxy?domain=pod-point.com)
 was founded in 2009 by CEO and entrepreneur Erik Fairbairn. Driven by a
belief that travel shouldn't damage the earth, Pod Point has installed over
137,000 charge points and is an official charge point supplier for major car
brands.

Pod Point installs a broad range of products from smart domestic charge points
to high power rapid chargers and load balancing systems. Pod Point works with
a broad range of organisations and customers to offer home and commercial
charging solutions with customers including major retailers, hotels,
restaurants and leisure venues.

Pod Point is admitted to trading on the London Stock Exchange under the
ticker symbol "PODP."

For more information, visit https://pod-point.com/ (https://pod-point.com/)

 

Chief Executive's Review

Overview of results: An extraordinary year ends - and an exciting future
beckons

 

This has been an awesome year for Pod Point. We believe we have made more
progress towards our goal of travel which doesn't damage the earth than in any
prior year. We also set ourselves up for even greater acceleration towards our
mission in the future. We concluded the year by becoming a publicly listed
company and we were delighted to receive the Green Economy Mark at Admission
to the London Stock Exchange. The IPO enabled us  to gain the financial
resources we need to support our objectives. Across 2021, we installed and
sold over 66,000 charge points, maintained outstanding customer satisfaction
ratings and provided enough electricity to power 955 million kilometres  1 of
electric driving through our network.  Our revenues grew by 86% from
£33,082k to £61,415k and we delivered, for the first time, a positive
adjusted EBITDA of £58k for the year to 31(st) December 2021.

 

 1  Calculation: Energy transfer (Pod Point Internal Data) multiplied by
average EV efficiency 3.46 m/kWh
(https://ecocostsavings.com/average-electric-car-kwh-per-mile/
(https://ecocostsavings.com/average-electric-car-kwh-per-mile/) ) and
converted from miles into km (multiply by 1.60934)

 

The IPO that we concluded in November was the product of years of hard work
from the incredible Pod Point team. Becoming a public company is a massive
milestone for us as we strive to achieve our mission. We will use the £120m
of proceeds to support our growth plans, including further developing our
products to suit more routes to market, investing in our software capability
to build recurring revenues on top of our network, and investing in DC rapid
owned assets and multi-tenancy dwelling installations at key strategic
charging locations.

 

Our IPO marks the start of the next, and perhaps most important, phase for us
- and timing is very much on our side. As COP26 emphasised, the world is now
really starting to wake up to the scale of the climate change challenge, and
we are ideally placed to play a major role in reducing the UK's transport
carbon emissions and improving air quality for everyone.  I believe the UK
has made a very positive start as demonstrated by over 305k new PiV registered
during 2021 compared to 175k in 2020, an increase of 74%, representing 18.5%
of new vehicle registrations compared to 10.7% in 2020 with similar total
numbers of vehicles sold in each year.

 

In terms of specific sustainability KPIs Pod Point:

 

·      Delivered 12.2m charging sessions (2020 full year: 4.7m) 2 

 

·      Helped to avoid 127,267 tonnes of CO2e (2020 full year: 38,360
tonnes) 3 

 

·      Enabled 955 million kilometres of low carbon travel (2020 full
year: 296 million kilometres)

 

·      Enabled 172 GWh of electricity to be delivered (2020 full year:
53 GWh)

 

I would like to extend a massive thank you to the whole team at Pod Point.
Their hard work throughout the IPO process was incredible to see. It was not
easy, but ultimately the effort was well worthwhile - for our people, our new
shareholders and, ultimately, for our planet.

 

 2  Pod Point Internal Data

 3  Calculated as difference in CO2e between a typical BEV and a typical ICE
vehicle as follows. BEV CO2e : fEnergy Transferred, multiplied by Grid
Intensity data for year from DfT
(https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/891105/Conversion_Factors_2020_-_Condensed_set__for_most_users_.xlsx
(https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/891105/Conversion_Factors_2020_-_Condensed_set__for_most_users_.xlsx)
and
https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1049332/conversion-factors-2021-condensed-set-most-users.xls
(https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1049332/conversion-factors-2021-condensed-set-most-users.xls)
). ICE Vehicle CO2e - Energy transferred converted into distance (see note 1).
Distance converted into CO2e using average car and 50/50 split of petrol and
diesel using DFT Conversion factors. Then deducted BEV CO2e from ICE CO2e to
give a saving value in CO2e

 

 

Sector Review

 

In the Home business segment:

 

·      The Home business segment delivered an excellent performance,
with revenue of £40,272k compared to full year 2020 of £20,340k (2020 11
months: £19,356k) a year on year increase of 98%. This was driven by growth
in Pod Point's core market and market share gains.

 

·      New PiV registrations increased to 305,277 in 2021 from 175,084
in the full year 2020 (2020 11 months: 166,242), an increase of 74% and the
number of units installed increased to 54,977 compared to 28,361 in the full
year of 2020 (2020 11 months: £27,011) an increase of 94%. This led to Pod
Point's market share of new PiV registrations increasing to 18% from 16% in
the full year 2020 (2020 11 months: 16%).

 

·      This increase in revenues helped to deliver an increased total
gross margin in 2021 of £11,347k compared to full year 2020 of £5,126k (2020
11 months: £4,936k) a year on year increase of 121%.

 

·      Percentage gross margin in 2021 grew to 28% compared to full year
2020 of 25% (2020 11 months: 26%), a year on year increase of three percentage
points.  This was supported by an increase in revenue per unit to £733 from
£717 in the full year 2020 (2020 11 months: £717) which offset c£200k of
unit component costs growth in the second half of 2021.

 

·      Key customer contracts won or renewed during the year included
Fiat, Jaguar Land Rover, Mercedes and Nissan, and the business now has over
130 active fleet business accounts with businesses including Coca-Cola, DHL
and Royal Mail.

 

In the Commercial business segment:

 

·      Strong performance with revenue of £17,959k compared to full
year 2020 of £10,922k (2020 11 months: £10,010k) a year on year increase of
64%.

 

·      Number of units installed increased to 3,838 compared to 2,546 in
the full year of 2020 (2020 11 months: 2,336) and the number of units sold
directly increased to 7,187 compared to 4,856 in the full year of 2020 (2020
11 months: 4,318) representing a total increase of 49% with Pod Point's market
share of new PiV registrations remaining flat year on year at 4% (2020 11
months: 4%).

 

·      This increase in revenues helped to deliver an increased total
gross margin in 2021 of £3,929k compared to full year 2020 of £2,447k (2020
11 months: £2,262k) a year on year increase of 61%.

 

·      Percentage gross margin in 2021 remained at 22% compared to full
year 2020 (2020 11 months: 23%).  Average revenue per unit increased to
£1,629 from £1,476 in the full year 2020 (2020 11 months: £1,504) due to a
change in the mix of installations, with more higher value installations in
2021.

 

·      Key customer contracts won during the year included Hermes, Serco
and CBRE and we renewed our contract with LIDL.

 

In the Recurring revenue business segment:

 

·      Good performance, with revenue of £918k compared to full year
2020 of £551k (2020 11 months: £511k) a year on year increase of 67%.
Network revenues increased to £751k compared to full year 2020 of £462k
(2020 11 months: £429k) and other revenues increased to £167k compared to
full year 2020 of £89k (2020 11 months: £82k).

 

·      This increase in revenues helped to deliver an increased gross
margin in 2021 of £412k compared to full year 2020 of £140k (2020 11 months:
£174k) a year on year increase of 171%.

 

·      In addition, percentage gross margin in 2021 increased to 45%
compared to full year 2020 of 25% (2020 11 months: 34%) a year on year
increase of twenty percentage points, with the average annual recurring
revenue per unit installed and unit able to communicate increasing to £57.40
compared to full year of 2020 of £50.40 (2020 11 months: £46.67).

 

·      The number of Commercial units installed and able to communicate
at the year end increased to 16,005 compared to 10,950 at the end of 2020.
All recurring revenues in both 2021 and 2020 were derived from these units.

 

·      The number of Home units installed and able to communicate at the
year end increased to 121,415 compared to 66,548 at the end of 2020. This
growth is strategically significant as the business seeks to expand its
recurring revenue products across these units.

 

In the Owned Asset business segment:

 

·      Strong performance with revenue of £2,033k compared to full year
2020 of £868k (2020 11 months: £868k) a year on year increase of 134%.

 

·      The total number of sites installed at the period end increased
to 453 compared to 292 at the end of 2020.  The total number of units
installed at the period end increased to 984 compared to 596 at the end of
2020, including 73 Rapid/DC units at the end of 2021 compared to 12 at the end
of 2020.

 

·      This increase in revenues and units helped to deliver an
increased gross margin in 2021 of £868k compared to full year 2020 of £531k
(2020 11 months: £474k) a year on year increase of 63%.

 

·      Percentage gross margin in 2021 declined to 43% compared to full
year 2020 of 61% (2020 11 months: 55%) a year on year decrease of 18
percentage points.  Within the current commercial arrangements for this
segment Pod Point, for two years, pays for the free electricity provided to
customers who use the non-Rapid/DC charge points at 198 sites out of the total
of 453 sites (Tesco pay for electricity at the remaining sites).  With Covid
restrictions and changes to people's patterns of travel the level of free
usage was lower than expected for all of 2020 and some of 2021, however, as
patterns of travel have normalised usage has increased dramatically in the
second half of 2021 resulting in higher usage and costs and lower 2021
percentage margin.  The provision of free electricity by Pod Points stops at
179 sites by the  end of February 2022 and all 198 sites by the end of July
2022.  The price of electricity charged to Pod Point has been fixed since
2021 and the increased costs are solely due to the increase in free usage at
the 198 sites.

 

·      Gross capital deployed on assets increased to £3,895k at the end
of 2021 compared to £2,380k at the end of 2020.

 

Financial Performance

 

It was a very strong performance by the business in 2021 with total revenue of
£61,415k compared to full year 2020 of £33,082k (2020 11 months: £31,026k),
a year on year increase of 86%, with the biggest growth from our Home business
segment.

 

This increase in revenues helped to deliver an increased total gross margin in
2021 of £16,345k compared to full year 2020 of £8,203k (2020 11 months:
£7,716k) a year on year increase of 99%.

 

In addition, total percentage gross margin in 2021 increased to 27% compared
to full year 2020 of 25% (2020 11 months: 25%) a year on year increase of two
percentage points.

 

The increase in revenues and gross margin helped the business deliver a
positive adjusted EBITDA of £58k in 2021, compared to full year loss in 2020
of £331k (2020 11 months: loss of £55k).

 

Helped by the significantly improved financial performance of the business and
the IPO in November 2021 year end cash and short term investments were
£96,112k compared to £2,943k at the end of 2020.

 

Unadjusted losses after tax increased to £14,322k in 2021 compared to full
year losses in 2020 of £12,959k (2020 11 months: £12,193).  EBITDA losses
reduced in 2021 with losses of £8,103k compared to full year losses in 2020
of £8,549k (2020 11 months: losses of £7,971k).  There were increased
depreciation and amortisation costs of £4,929k compared to full year 2020 of
£3,772k (2020 11 months: £3,614k) and net financing costs of £1,290k
compared to full year 2020 of £638k (2020 11 months: £608k).

 

Total administrative expenses as disclosed on the Income Statement increased
to £29,377k compared to full year 2020 of £20,254k (2020 11 months:
£19,301k) a year on year increase of 47%.  This increase was due to the
growth in the size of the business and the additional staff required to
deliver this growth, the one off and ongoing cost of being a Listed company
(including Share Based Payments) and additional depreciation and amortisation
costs as a result of additional funds being invested in Owned Assets and
intangible asset development. The business continues to increase its support
costs to support the growth, and its requirements as a listed business and
incurred significant one off costs in both periods.  Looking at these
individually:

 

·      Administrative expenses excluding one off large corporate
transaction and restructuring costs, share based payments and depreciation and
amortisation costs  increased to £16,287k compared to full year 2020 of
£8,534k (2020 11 months: £7,771k) a year on year increase of 91%.  This
increase was due to the growth in the size of the business and the additional
staff required to deliver this growth and the ongoing costs of being a Listed
company.

 

·      Depreciation and amortisation costs increased in 2021 to £4,929k
compared to £3,772k for the full year 2020 (2020 11 months: £3,614k) as a
result additional funds being invested in Owned Assets and research and
development.

 

·      Following the listing in November 2021, Pod Point incurred share
based payment charges relating to a number of share awards which were
implemented at or soon after listing resulting in a charge to the P&L of
£2,422k.

 

·      One off large corporate transaction and restructuring costs,
relating primarily to the Listing were £5,739k which compared to £8,042k for
the full year 2020 (2020 11 months: £7,916k) when the business incurred costs
primarily relating to the purchase of the Pod Point business.

 

Net finance costs, primarily related to borrowing from Pod Point's pre-listing
shareholders increased to £1,290k in 2021 compared to £638k in 2020 (2020 11
months: £608k), as a result of additional funds being loaned to the business
to support its growth. All shareholder loans were repaid upon listing in
November 2021 and finance costs in 2022 are expected to be limited.

 

Most key balance sheet accounts increased year on year due to the increase in
the size of the business, this included trade and other receivables, inventory
and trade and other payables.

 

Closing cash and short term investments were £96,112k (2020: £2,943k). At 31
December 2021 £50,000k of cash had been placed on a six month bank deposit
and so has been classified as a short term investment. Closing net assets were
£199,835k (2020: £98,773k)

 

Cash outflow from operating activities decreased by £3,661k to £2,216k in
the full year 2021 from £5,877 in the full year 2020 (2020 11 months:
£6,509k). This was primarily due to a smaller operating loss, once the
non-cash impact of share based payments had been taken into account

 

Cash flows used in investing activities decreased to £57,184k in the full
year 2021 compared to £89,708k in the full year 2020 (2020 11 months:
£89,559k) primarily due to the acquisition of the Pod Point group in 2020
which included £85m of cash consideration. £50m of the investing activity in
2021 relates to the purchase of short-term investments which are long-term
bank deposits classified as investments due to their tenor.

 

Cash inflow from financing activities increased to £102,569k in the full year
2021 compared to £92,932k in the full year 2020 (2020 11 months: £95,060k)
primarily due to the listing of the business with gross funds raised of
£120,000k less transaction costs of £7,664k and with net shareholder loans
of £9,280k repaid following the listing. 2020 included £85m of a loan from
the majority shareholder, which was used to acquire the Pod Point group, being
waived.

 

During 2021 transactions with related parties included sale of goods of £309k
compared to full year 2020 of £194k (2020 11 months: £151k), purchase of
goods of £850k compared to full year 2020 of £88k (2020 11 months: £88k),
and interest on intercompany loans of £1,038k compared to full year 2020 of
£510,351 (2020 11 months: £510,351). These transactions were undertaken with
the two shareholders EDF Energy Customers Limited and Legal & General
Capital Investments Limited and their subsidiaries.

 

Market Opportunity and Outlook

 

We continue to see rapid growth in the UK electric vehicle market, with
January 2022's new plug in vehicle registrations of 23,480, 89% up on January
2021 and representing over 20% of all vehicles registered. We expect the mix
of vehicles to change with battery electric vehicles continuing to grow its
share of plug in vehicles primarily on the back of more choice for the
consumer with c35 new battery electric models expected to be launched in 2022.
It is worth emphasising that battery electric vehicles remain only 1% of total
vehicles on the road so the growth potential for the business remains
significant.

 

Whilst the current price increases in electricity are an obvious concern for
consumers and businesses we do not expect them to materially impact sales of
electric vehicles as the ongoing running costs will still be significantly
cheaper than vehicles reliant on internal combustion engines.

 

We expect the Government to continue to wind back direct fiscal incentives and
to focus on indirect actions such as the recently implemented changes to
planning regulations which require developers to include charge points in new
properties. We see this as the right strategy and an opportunity for Pod
Point.

 

We expect global supply chain challenges to continue and to impact both supply
of new vehicles and the manufacture of charge points across all suppliers. We
are very focused on ensuring we continue to have adequate supply of units for
our customers and have already incurred and expect further additional
component cost inflation. To mitigate this risk we are onboarding a second
manufacturing partner and expect cost savings to start to be delivered in H1
and scale across the year. Overall we expect some margin pressure in H1 but
expect full year margins to be in line with guidance as set out at IPO.

 

In 2022 we plan to invest in the three main areas we set out at IPO:

 

·      Firstly, we are going to expand our product offering to serve
more routes to market, such as multi-tenancy dwellings and on street
charging.  It is important that the EV revolution does not leave anybody
behind - and flats and on street parking are significant segments that we need
to deliver for. We will be investing in our products to meet the needs of
these customers.

 

·      Secondly, we are going to invest in developing our software
capability to realise a number of recurring revenue business models. Our
charge points are already smart, so we will be building software on top of our
network to enable our charging points to work in harmony with the grid at both
a local and national level. With so many consumers moving to a reliance on
electricity for their driving, as well as potentially for heating, we are
going to see a significant increase in the demand for electricity across the
UK. Amongst other activities, we plan to use our network of charge points to
carefully manage how energy flows into the nation's electric cars and hence
manage load on the grid. We expect to do this in a way which doesn't
inconvenience the EV driver in a material way. This is going to be a challenge
- but as the country's leading provider of charging solutions, it is our
responsibility to be part of the solution, not part of the problem.

 

·      Finally, our strategy is to increase our investment in our owned
charge point assets, such as those at destinations and en-route, including
retail parks and leisure locations. These charge points will be a mix of AC
charge points for those locations with longer dwell times and DC units capable
of rapid charging at speed so drivers can get on their way quickly. Our 2021
driver survey revealed that the majority wanted to access rapid charge points,
confirming that rapid charging is regarded as an essential part of a fully
integrated and effective EV ecosystem.

 

Pod Point is leading the market and we are ready to accelerate. We expect to
be making these investments at the same time as more and more of the UK
population choose an electric vehicle as their next car, and in doing so make
a significant contribution to reducing the carbon intensity of the UK
transport sector.

 

It has been a privilege to lead the Pod Point team through what has been an
incredible year. We have made more progress against our goals than ever
before, and next year looks like it is going to be even more impressive.

 

Never has our mission seemed more important - the more we understand climate
change, the greater the challenge we face, and consequently the more important
achieving our mission of travel which doesn't damage the earth becomes.

 

I am confident that we go into 2022 with the team, the resources, the market
position and the demand to make it our best year ever.

 

 

 

 

Principal Risks and Uncertainties

 

Risk management

 

Effective risk management is essential to the achievement of our strategic
objectives and driving sustainable business growth. We aim to maintain an
appropriate balance between protecting the company against specific risks
while being able to encourage appropriate and monitored risk-taking and
innovation that allows us to take advantage of business opportunities.

 

Our approach to risk management has always been an integral part of our
overall governance and management approach centred around identification,
assessment, monitoring and management of risk. Although some aspects of risk
governance were enhanced and formalised around the IPO in November 2021, the
key elements were in place beforehand. During 2021, we identified 23 key risks
that had the potential to impact our business, and these were included in the
IPO Prospectus. We have now rationalised that initial list and arrived at a
total of 10 Principal Risks, details of which are provided below.

 

As we move into 2022 and our first full year as a listed company, we are
working to embed and develop all aspects of our risk management framework and
process and will report in more detail on this progress in our 2023 Annual
Report.

 

Responsibility for risk

 

Our risk management framework is designed to foster a proactive, open and
accountable culture of "bottom up" reporting and escalation, partnered with
informed and experienced "top down" direction and oversight. With respect to
risk, we believe the role played by our operational teams and management is
just as important as the role played by the executive team, the Audit &
Risk Committee and the Board. Whilst the Board has overall responsibility for
the management of risks, it is our open culture of ownership and
responsibility for the governance of risk that sets the tone across the
business.

 

Risk identification

 

Our approach to risk combines a top-down strategic view that meshes with a
bottom-up reporting and escalation culture. We support a pro-active, open and
accountable culture across the business to provide the right conditions for
risk identification, discussion and escalation. The strategic view involves an
assessment of the external environment in which we operate to evaluate the
risks which we are comfortable being exposed to in pursuit of our performance
objectives - our risk appetite.

 

The bottom-up reporting culture allows for the identification, management and
monitoring of risks in each area of the business thus ensuring that risk
management is embedded in our everyday operations.

Once identified, management, tracking and control of risks is provided through
our risk register which in turn helps us to steer the strategy of the
business.

 

Risk measurement and tracking

 

Our risk register has been developed to allow the key risks we identify to be
scored and for the actions taken to mitigate and control them to be tracked
and monitored. The risk register was established during the IPO process and is
owned and developed by the executive team.

 

The risk register sets out the key risks identified in each of our business
segments and functions, allocating an owner to each, together with an
assessment of the risk impact, likelihood of occurrence and a scoring of the
risk on an inherent unmitigated basis; and a mitigated basis after having
taken account of internal controls and appropriate steps being taken to
minimise impact or reduce the likelihood of occurrence. It also keeps a record
of actions to be undertaken in the future to further mitigate the impact of
risk.

 

The risk register is helpful in identifying the actions required going forward
to:

•           ensure greater consistency of controls across the
business;

•           consider the need for additional controls or a change
to the current processes;

•           protect the business from unexpected events; and

•           improve the efficiency and effectiveness of financial
and operational processes.

 

Risk management and monitoring

 

Performance monitoring of risk management activity must ensure that the
treatment of risks remains effective and that the benefits of implementing
risk control measures outweigh the costs of doing so. Performance monitoring
is a continual review not only of the whole process, but also of individual
risks or projects and of the benefits gained from implementing risk control
measures.

 

Our process for managing risk is:

 

(i)         Identify realistic risks

This involves looking externally at the market and internally at financial and
business operations to establish what events could impact us. This is an
ongoing activity as part of daily engagement between management and teams
across the business. As part of our quarterly strategic review, our executive
team dedicates time to reviewing and updating our assessment of existing risks
tracked on our risk register as well as horizon scanning for emerging risks
that may impact us in the future.

 

(ii)        Analyse their potential impact and likelihood

With all risks identified, we assess the likelihood of their occurrence and
the potential consequence or impact of that occurrence on both an inherent
(unmitigated) and a mitigated basis, after having accounted for appropriate
steps being taken to control, monitor and minimise their impact.

 

(iii)       Score risks to prioritise their management

The likelihood and impact of each risk on business performance is calculated
in order to score each risk and enable prioritisation of resources towards
actions recorded on the risk register.

 

(iv)       Treat risks to minimise their impact

Once scored, the risks that are considered acceptable and those that need to
be further addressed are established. For acceptable risks, where needed
appropriate mitigation steps are assigned for implementation and tracking. For
unacceptable risks, strategies are developed to avoid them to the extent
possible and plans made so that the business is ready to deal with them and
their impact is minimised should they occur. The outcome of this step is a
prioritised list of risks and actions which the business can act upon and
allocate resources towards.

 

(v)        Continually monitor the situation

The position is thereafter checked for risks occurring, new risks emerging and
changes in the assessment of existing risks in order that these can be
reviewed and dealt with competently. The risk register is reviewed on an
ongoing basis by the executive team, with a formal quarterly update and on a
biannual basis by the Board, with the Audit & Risk Committee conducting an
in-depth annual review.

 

Our principal risks

 

Our growth and success is focused on helping respond to climate change
challenges and is correlated with and thus dependent upon the continuing
adoption of and demand for EVs.

 

 Risk                                                                             Mitigation
 The market for EVs is fast-growing but relatively new. It's continuously         We continually monitor the EV market and discuss likely sales volumes and
 evolving and is characterised by changing technologies, price competition,       timings with OEMs.  Our install capability uses high levels of third party
 additional competitors, evolving government regulation and industry standards,   sub-contractors to help us effectively manage variations in the pace of
 frequent new vehicle announcements and changing consumer demand and behaviour.   growth.
 Although demand for EVs has grown in recent years in the UK, with a

 significant uptick in 2021, there is no guarantee of continuing future demand.
 Slower sales of EVs may result in lower demand for charging equipment, thereby

 impacting Pod Point's sales. A slower than anticipated increase, or even a       We monitor, and actively engage with, the development of government regulation
 decrease, in the sales of EVs in the United Kingdom could have material          and policy affecting demand for EVs in the UK. In doing so, we try to ensure
 adverse effect on our business, financial condition, results of operations and   that government and regulators (such as the CMA) have real and current data on
 prospects.                                                                       which to base their decisions, plus it gives us insights into future

                                                                                regulatory and policy changes so that we may adjust our strategy accordingly.

                                                                                We monitor and assess usage of charging infrastructure across both our owned
 In addition, the demand for EVs and public charging infrastructure varies        asset charging network and the network we manage on behalf of our customers.
 across the UK, and it remains to be seen whether a roll-out of public charging   Usage patterns then inform our investment decisions and the information we
 infrastructure can be successful in areas with lower concentrations of           provide to customers when we are advising them on charging solutions.
 individuals driving EVs and therefore reduced usage demand.

 

Competition in the industry and market segment in which we operate may
materially adversely affect our market share, margins and overall
profitability.

 

 Risk                                                                             Mitigation
 Our industry and market segment are highly competitive, and we face              We continually monitor the competitive landscape including pricing,
 significant competition from large international organisations as well as        technological innovation and product developments. In 2022, we are investing
 smaller start-ups. Competition is based on several key criteria including        in our product technology and customer proposition to ensure we stay at the
 price, product technology and performance, delivery times, flexibility, design   cutting edge of the market.
 and innovation, brand recognition, customer access and sales power as well as

 the scope and quality of services. In addition to existing EV charging           We cultivate our relationships with key customers and partners, such as car
 infrastructure competitors, our current automotive OEM partners may decide to    OEMs, to ensure we have the best insights into market developments.
 develop or acquire certain capabilities in-house, reducing demand for our

 products, systems and services. In particular, there is a risk that automotive   Given the relatively early stage of the sector, our long track record, our
 OEMs develop their own branded charging equipment. This could particularly       range and depth of contacts - including longstanding commercial relationships
 affect the Group in the Home segment, as the use of a branded system means EVs   with the automotive OEMs, coupled with its posted listed financial strength
 would be sold with their own branded chargers for home use, leading to reduced   should allow competitive risks to be identified, assessed and mitigated
 demand for our home charging solutions. Automotive OEMs could also use their     quickly and effectively.
 size and market position to influence the market. These developments could
 limit our addressable market and our ability to gain new customers and
 therefore could negatively impact our business, financial condition, results
 of operations and prospects.

 

We currently rely on a single manufacturer for our in-house designed and
branded AC charge points. A loss of or a disruption to this manufacturer or
any of the manufacturer's suppliers and/or sub-suppliers could negatively
affect our business.

 

 Risk                                                                            Mitigation
 We currently rely on a single manufacturer, iPRO, located in the UK, for its    Our Director of Manufacturing is in the process of onboarding a second
 in-house designed and branded AC charge points (in contrast to our branded DC   manufacturing partner which should start production of our largest selling
 charge points, which are supplied by third parties, such as ABB).               product lines by Q2 2022.

 

 

Ongoing and potential future disruptions to the global supply chain could have
a material adverse effect on demand for our products as well as on our ability
to source and produce components for our charge points.

 

 Risk                                                                             Mitigation
 As a result of a number of COVID-19 related impacts - including factory          Our Director of Manufacturing has proactively managed our component supply
 closures, supply chain disruptions, shortages in semiconductors, the             requirements to try to ensure that our manufacturing partners are able to
 repurposing of production lines for COVID-19 related medical devices and         satisfy demand.
 anticipated declines in demand - automotive OEMs produced record low numbers

 of vehicles in 2020. While vehicle production rose in 2021 as manufacturers
 reopened factories and looked to recover from the effects of the pandemic,

 global supply chain disruptions continued to affect the availability of          Where possible we have also ensured we have some spare stock capacity in terms
 semiconductors and therefore the ability of manufacturers to return production   of manufacturing output to allow the impact of potential component shortages
 to pre-pandemic levels. As a result, our cost of materials increased,            to be reduced.
 impacting our gross margin. While the extent of the impact of semiconductor

 chip shortages is not yet clear, the Group's business, financial condition,
 results of operations and prospects could be materially adversely affected.

                                                                                For our high volume products, we are pursuing engineering solutions to allow
                                                                                  different components to be used to reduce overall demand for certain types of

                                                                                limited supply components.
 In addition, we use semiconductor chips in our charge points (in addition to
 other third party supplied components) and have experienced supply constraints
 and increased pricing as a result of ongoing disruptions to the global supply
 chain, which, if continued, would be expected to have an adverse effect on
 margins.

 

 

Government and regulatory initiatives, the outcomes of which are unknown,
could materially impact our business.

 

 Risk                                                                             Mitigation
 As the market for EVs and EV-related products is relatively new and growing      We have had and continue to maintain good relationships with the various
 quickly, it is the focus of various ongoing government and regulatory            Government departments that potentially impact our business. We actively
 initiatives and enquiries, the outcomes of which are unknown.                    engage with government and regulatory consultations which provide valuable

                                                                                insights into policy direction that we feed into our strategy.

 Further, if we fail to comply with any laws or regulations that are enacted as

 a result of these enquiries and processes, we could be subject to significant    We ensure our commercial strategy and technology investment plans comply with
 liabilities which could adversely affect our business, financial condition,      and adhere to the government plans as they are communicated.
 results of operations and prospects.

 

 

 

 

 

 

 

 

 

We are exposed to health and safety risks related to our products and the
installation, maintenance and operation of electrical equipment and systems.

 

 Risk                                                                            Mitigation
 All charge points conduct electricity and as such carry an inherent potential   We ensure our domestic and commercial charge points are designed and
 electrical hazard risk. Our charge point operations involve the installation,   manufactured to meet all appropriate industry standards and regulations. We
 maintenance and operation of electrical equipment and systems, which could      strive to make them safe for use by customers and safe for installation and
 expose our customers, employees, partners and the public to a number of         maintenance by trained and competent engineers. Our charge points are also
 hazards, including electrical lines and equipment, mechanical failures,         installed with upstream electrical isolation protection as well as practical
 transportation accidents and adverse weather conditions. These hazards can      safeguards such as guardrails, lighting, signage and bay markings to minimise
 cause personal injuries and loss of life, damage or destruction of property     the electrical hazard.
 and equipment and other related damage, liability or loss.

                                                                                 We maintain rigorous health and safety training standards, frequently update
                                                                                 employee training in this area and conduct thorough risk assessments before
                                                                                 undertaking large installation mandates.

                                                                                 Also we perform regular checks on our installers with respect to installation
                                                                                 standards and practice, and availability and usage of the appropriate tools,
                                                                                 equipment and PPE during installation, maintenance, surveying and other
                                                                                 activities.

                                                                                 We check for compliance with the Electricity at Work Regulations and the IET
                                                                                 Wiring Regulations.  Our work standards are overseen by the NICEIC along with
                                                                                 internal quality assurance. We also hold SafeContractor, Avetta,
                                                                                 ConstructionLine and SMAS accreditation for Safe Systems in Procurement.

                                                                                 We use an external H&S expert for advice on all related matters and to
                                                                                 ensure our standards and methods for internal reporting and management of
                                                                                 H&S risks are appropriate.

                                                                                 All of our commercial installations receive quality assurance and H&S
                                                                                 checking and assessment prior to handover and acceptance.

                                                                                 All training and health and safety assessments apply equally to our inhouse
                                                                                 installers and to third-party sub-contractors we use. We apply stringent
                                                                                 pre-qualification assessments for subcontractors prioritising H&S
                                                                                 alongside technical competence. Subcontractor installations and certifications
                                                                                 are also sampled and inspected for H&S & quality assurance. Our
                                                                                 installers are required to supply HSE RIDDOR and LTI reports to us in relation
                                                                                 to any reportable incident.  We encourage a culture of continual improvement,
                                                                                 with reporting of accidents, injuries, near misses, installation issues and
                                                                                 concerns raised and handled in an open and supportive manner.  We encourage
                                                                                 all of our employees to engage with this improvement culture.

 

 

Our technology could have undetected defects, errors or bugs in hardware or
software

 

 Risk                                                                             Mitigation
 We may be subject to claims that charging stations have malfunctioned and        We continue to invest in and improve the functionality and design of our units
 persons were injured or purported to be injured and/or property was damaged or   and the software and systems which support them.
 purported to be damaged. Any insurance that we carry may not be sufficient, or

 may not apply to all situations.

                                                                                  All new hardware and versions of software are subject to detailed QA and

                                                                                testing release.
 Our software and hardware may in future contain undetected defects or errors.

 We are continuing to evolve the features and functionality of our software
 platform and charge point hardware through updates and enhancements. This

 process may introduce defects or errors that may not be detected until after     The long development history of the business across 13 years combines with our
 deployment to customers and installation of charge points. In addition, if       deep knowledge of the sector to ensure that testing of new hardware and
 updates or patches are not implemented, or our products and services are not     software versions is based on extensive practical experience.
 used correctly or as intended, inadequate performance or disruptions in
 service may result.

 

The deterioration of economic conditions in the UK, a deterioration in the
UK's economic relationship with the EU or a future health pandemic may
materially adversely impact our business, financial condition and results of
operations

 

 Risk                                                                             Mitigation
 Our business and results of operations are affected by the general economic      We maintain close relationships with the automotive OEMs and would expect to
 conditions of the UK. Changes in these economic conditions, including            have some insight or early warning if there was a material economic downturn
 constraints on the supply of credit, uncertainty and weakness in the labour      which will impact demand for EVs and consequently our products and services.
 market and general consumer fears of an economic downturn directly impact

 consumer confidence and consumer spending as well as the general business
 climate and levels of business investment. As demand for our products is

 closely related to demand for EVs, any negative impact on consumer confidence    We carefully monitor and assess any negative relationship issues between the
 and consumer spending is likely to be reflected in the number of new EVs         UK and the EU which could impact our business.
 purchased which in turn is likely to impact demand for our products.

                                                                                We also carefully monitor and assess any COVID related issues, in particular
 In addition, uncertainty and unpredictability concerning the UK's legal,         around the health and safety of our employees and sub-contractor partners in
 political and economic relationships with the EU and the European Economic       the field who may interact with our customers.
 Area following Brexit could adversely affect trading agreements and/or lead to
 logistical and administrative issues for cross-border shipments. Our orders
 could be delayed or we could be required to pay additional, unexpected
 tariffs.

 Furthermore, we saw how the impact of COVID-19 created significant volatility
 in the global economy and led to reduced economic activity. The extent to
 which the COVID-19 pandemic and/or future health pandemics impact our
 business, financial condition, results of operations and prospects will depend
 on future developments, which are highly uncertain and cannot be predicted,
 including, but not limited to, the duration and spread of the pandemic, its
 severity, the actions to contain the virus or treat its impact, and when and
 to what extent normal economic and operating activities can resume.

 

Disruptions to our network and IT systems, including from malware, viruses,
hacking, phishing attacks and spamming

 

 Risk                                                                             Mitigation
 We depend on our IT systems to, among other things, operate and manage our       We have appointed a CIO who is responsible for assessing risk in this area and
 charge points, exchange information with our commercial partners and customers   ensuring that detailed systems, processes and software are deployed to reduce
 and to maintain financial records and accuracy. IT systems failures, including   risk wherever possible.
 risks associated with upgrading systems, network disruptions or a cyber attack

 could disrupt operations by compromising our cyber security and the protection
 of customer or Group information and financial reporting and impeding

 processing of transactions, leading to potential liability and increased         We apply market standards in relation to encryption, virus protection and data
 costs. Computer malware, viruses, physical break-ins or a cyber attack and       security.
 similar disruptions could lead to regulatory sanctions, claims and other

 liabilities and interruption and delays to our services and operations as well
 as  loss, misuse or theft of data.

                                                                                In addition, we use third party firms to test the robustness of our systems
                                                                                  and processes.

 3G and 4G network outages could adversely affect both our network
 communication capabilities, as well as user interaction with our mobile

 application and charge points. If our mobile application is unavailable when     We have improved communication technology in our charging points to reduce the
 customers attempt to access it or it does not load as quickly as they expect,    impact of weak and or intermittent network coverage.
 customers may seek other services, which could have a material adverse effect

 on our business, financial condition, results of operations and prospects.

                                                                                  We are planning to invest in the infrastructure of all our operating and

                                                                                backup systems.
 In addition, our computer systems, including back-up systems, could be damaged
 or interrupted by power outages, computer and telecommunications failures,
 computer viruses, internal or external security breaches, events such as
 fires, earthquakes, floods and/or errors by our employees.

 Furthermore, we collect personal information in relation to our customers and
 employees and other data as part of our business operations. Therefore, we are
 exposed to the risk that such data could be wrongfully appropriated, lost or
 disclosed, damaged or processed in breach of privacy or data protection laws.

 

 

 

 

 

 

 

 

 

Our success depends on our ability to hire and retain management, key
employees and other qualified and skilled employees and we may not be able to
attract and retain such personnel

 

 Risk                                                                            Mitigation
 Our future performance depends in significant part on the continued service of  We have put in place competitive remuneration packages for all key staff which
 senior managers and other key personnel, including employees involved in        should encourage strong performance and retain key staff.  These packages are
 research and development, sales, marketing and employees with critical          in line with listed company norms.
 know-how and expertise. The loss of the services of one or more senior

 managers or other key personnel could have a material adverse effect on our
 business, financial condition, results of operations and prospects.

                                                                               We undertake regular staff surveys including on diversity and inclusion.

 Our success also depends on our continuing ability to attract, retain and

 develop qualified and skilled personnel, including software developers,         Regular team meetings and 'ask me anything' meetings are held with the CEO to
 designers, technical employees and engineers with the requisite technical       ensure all staff know our strategic direction and to gather valuable feedback.
 background. This is especially important given the increasingly competitive

 market for talent and the expected high growth in the EV charging segment. In
 addition, new regulations in the industry could require specific

 qualifications to install EV charging equipment, which could result in a        We have adopted a working from home policy which is supported by investment in
 reduced labour force and higher costs.                                          employee's home offices.

 

 

 

Director's Responsibilities Statement

 

The Directors are required to prepare financial statements for each financial
year which present a true and fair view of the financial position of the
Company and of the Group and the financial performance and cash flows of the
Company and of the Group for that period. The Directors have elected to
prepare the Group and parent company financial statements in accordance with
the UK-adopted International Financial Reporting Standards ('IFRSs') in
conformity with the Companies Act 2006.

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

•           select suitable accounting policies in accordance with
IAS 8: 'Accounting Policies, Changes in Accounting Estimates and Errors' and
then apply them consistently;

•           make judgements and accounting estimates that are
reasonable and prudent;

•           present information, including accounting policies, in
a manner that provides relevant, reliable, comparable and understandable
information;

•           provide additional disclosures when compliance with
the specific requirements in IFRSs is insufficient to enable users to
understand the impact of particular transactions, other events and conditions
on the Company and of the Group's financial position and financial
performance;

•           state whether UK-adopted international accounting
standards have been followed, subject to any material departures disclosed and
explained in the financial statements; and

•           prepare the accounts on a going concern basis unless,
having assessed the ability of the Company and the Group to continue as a
going concern unless it is appropriate to presume that the Company and/ or the
Group will not continue in business.

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

 

The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.

 

Neither the Company nor the Directors accept any liability to any person in
relation to the annual financial report except to the extent that such
liability could arise under English law. Accordingly, any liability to a
person who has demonstrated reliance on any untrue or misleading statement or
omission shall be determined in accordance with section 90A and schedule 10A
of the Financial Services and Markets Act 2000.

 

 

 

Basis of Preparation and General Information

 

The consolidated financial information for Pod Point Group Holdings Plc (the
Company) and its subsidiaries (together, the Group) set out in this
preliminary announcement has been derived from the
unaudited consolidated financial statements of the Group for the year ended 31 December 2021 (the financial statements).
The Company's Annual Report and Accounts ("Annual Report") for the year ended
31 December 2021 will be published on in late April 2022. It will sent to
shareholders and posted on its website: www.pod-point.com/investors and
uploaded to the National Storage Mechanism in accordance with LR 9.6.1 R on
the same date

 

This unaudited preliminary announcement does not constitute the full financial
statements prepared in accordance with International Financial
Reporting Standards (IFRS). The unaudited preliminary announcement was
approved by the Board of directors on 18 February 2022. Statutory accounts for 2020 have been
delivered to the Registrar of Companies and the Company's Annual Report
will be finalised subsequent to this preliminary unaudited results
announcement.

 

The financial statements have been prepared in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC)

No 1606/2002 as it applies in the European Union and have been
prepared on a going concern basis (Note 1).

 

Further information including on accounting policies and the full accounting
notes will be set out in the Annual Report and such information  for 2020 was
included in the Prospectus which was published on 9(th) November 2021.

Consolidated Income Statement

                                                                      Notes  Year Ended    11 Months Ended

31 December
31 December

2021((9))
2020
                                                                             £'000         £'000

 Revenue (including OZEV revenues)                                    2,4    61,415        31,026
 Cost of sales                                                               (45,070)      (23,310)
 Gross profit                                                                16,345        7,716
 Administrative expenses                                                     (29,377)      (19,301)
 Operating loss..........                                             3      (13,032)      (11,585)
 Analysed as:
 Adjusted EBITDA((1))                                                        58            (55)
 Adjusting large corporate transactions and restructuring costs((2))  6      (5,739)       (7,916)
 Share-based payments                                                        (2,422)       -
 EBITDA((1))                                                                 (8,103)       (7,971)
 Amortisation and depreciation                                               (4,929)       (3,614)
 Group operating loss                                                        (13,032)      (11,585)
 Finance income                                                       7      -             25
 Finance costs                                                        7      (1,290)       (633)
 Loss before tax                                                             (14,322)      (12,193)
 Income tax expense                                                          -             -
 Loss after tax                                                              (14,322)      (12,193)
 Basic and diluted  loss per ordinary share                           16     £(0.13)       £(0.12)

 

Notes:

(1)        EBITDA is defined as earnings before interest, tax,
depreciation and amortisation, and is considered by the Directors to be a key
measure of financial performance. Adjusted EBITDA is defined as earnings
before interest, tax, depreciation and amortisation and excluding both amounts
charged to the income statement in respect of the Group's share based payments
arrangements and also adjusting for large corporate transaction and
restructuring costs.  These have been separately identified by the Directors
and adjusted to provide an underlying measure of financial performance.  The
reconciliation is set out on the income statement and note 6 provides a
summary of the amounts arising from the large corporate transactions and
restructuring costs.

(2)        Transaction costs and other restructuring costs. See Note 6

(3)        All amounts relate to continuing activities.

(6)        All realised gains and losses are recognised in the
consolidated income statement and there is no other comprehensive income.

(7)        The notes on pages 25 to 36 form part of the Financial
Information.

(8)        There is no other comprehensive income in the years
presented and therefore no separate statement of other comprehensive income is
presented.

(9)        As set out in the basis of preparation, the year ended 31
December 2021 is unaudited

 

 

Consolidated Statement of Financial Position

                                                                Notes  As at         As at

31 December
31 December

2021
2020
                                                                       £'000         £'000
 Non-current assets
 Goodwill                                                       8      77,639        77,639
 Intangible assets                                              8      29,421        28,526
 Property, plant and equipment                                  9      4,277         2,302
 Deferred tax asset                                                    7,379         5,395
 Right of use assets                                                   1,400         940
                                                                       120,116       114,802
 Current assets
 Inventories                                                    10     8,214         5,622
 Trade and other receivables                                    11     24,041        14,317
 Short-term investments                                                50,000        -
 Cash and cash equivalents                                             46,112        2,943
                                                                       128,367       22,882
 Total assets                                                          248,483       137,684
 Current liabilities
 Trade and other payables                                       12     (36,173)      (19,480)
 Loans and borrowings                                           13     (707)         (727)
 Lease liabilities..........                                           (896)         (484)
 Provisions                                                            (160)         (175)
                                                                       (37,936)      (20,866)
 Net current assets                                                    90,431        2,016
 Total assets less current liabilities                                 210,547       116,818
 Non-current liabilities
 Loans and borrowings                                           13     (2,326)       (10,806)
 Other non-current liabilities                                         -             (1,000)
 Lease liabilities..........                                           (763)         (703)
 Deferred tax liability                                                (7,379)       (5,395)
 Provisions                                                            (244)         (141)
                                                                       (10,712)      (18,045)
 Total liabilities                                                     (48,648)      (38,911)
 Net assets                                                            199,835       98,773
 Equity
 Share capital                                                  14     153           -
 Share premium                                                         138,740       26,400
 Other reserves                                                        2,264         -
 Retained earnings                                                     58,678        72,373
                                                                       199,835       98,773

 

 

 

 

Consolidated Statement of Changes in Equity

As at 31 December 2021:

                                       Share     Share     Other      Retained   Total

Capital
Premium
Reserves
earnings
equity
                                       £'000     £'000     £'000      £'000      £'000
                                       -         26,400    -          72,373     98,773

 Balance as at 1 January 2021.......
 Loss after tax for the year           -         -         -          (14,322)   (14,322)
 Waived intercompany loan                                             627        627
 Issue of shares during the year       153       112,340                         112,493
 Share based payments..............    -         -         2,264      -          2,264
 Balance as at 31 December 2021        153       138,740   2,264      58,678     199,835

 

As at 31 December 2020:

                                     Share     Share     Other      Retained   Total

Capital
Premium
Reserves
earnings
equity
                                     £'000     £'000     £'000      £'000      £'000
                                     -         -         -          -          -

 Balance as at 1 February 2020
 Issue of shares during the year     -         26,400    -          -          26,400
 Loss for the period                 -         -         -          (12,193)   (12,193)
 Capital contribution((1))           -         -         -          84,566     84,566
 Balance as at 31 December 2020      -         26,400    -          72,373     98,773

(1) In 2020, parent company EDF Energy Customers Limited ("EECL") formally
waived a loan to the Group. This amount has been treated as a capital
contribution and is not recognised in the P&L.

 

 

Consolidated Statement of Cash Flow

                                                                           Notes  Year Ended    11 Months Ended

31 December
31 December

2021
2020
                                                                                  £'000         £'000
 Cash flows from operating activities
 Operating loss                                                                   (13,032)      (12,193)
 Adjustment for non-cash items:
 Amortisation of intangible assets                                         8      3,670         2,823
 Depreciation of tangible assets                                           9      650           347
 Depreciation of right of use assets                                              609           445
 Share based payment charges                                               15     2,422         -
                                                                                  (5,681)       (8,578)
 Changes in working capital
 (Increase)/Decrease in inventories                                               (2,592)       (2,198)
 (Increase)/Decrease in trade and other receivables                               (9,724)       (5,435)
 Increase/(Decrease) in trade and other payables                                  15,693        9,711
 Increase/(Decrease) in provisions                                                88            (9)
                                                                                  3,465         2,069
 Net cash flow (used in) operating activities                                     (2,216)       (6,509)
 Cash flows from investing activities
 Acquisition of subsidiaries                                                      -             (85,196)
 Purchase of tangible assets                                               9      (2,619)       (2,422)
 Purchase of intangible assets                                             8      (4,565)       (1,963)
 Redemption of/(cash invested in) short-term investments                          (50,000)      -
 Interest received                                                                -             25
 Net cash flow (used in) investing activities                                     (57,184)      (89,559)
 Cash flows from financing activities
 Borrowings forgiven                                                              -             84,566
 Shares issued                                                             14     120,074       1,341
 Issurance cost of shares                                                  14     (7,664)
 Proceeds from new borrowings                                              13     1,477         11,290
 Loan/bond repayment                                                       13     (9,346)       (1,000)
 Payment of principal of lease liabilities                                        (648)         (504)
 Payment of lease interest                                                        (118)         (84)
 Other Interest paid                                                              (1,206)       (549)
 Net cash flows (used in) / generated by financing activities                     102,569       95,060
 Net increase/(decrease) in cash and cash equivalents                             43,169        (1,008)
 Cash and cash equivalents at beginning of the year                               2,943         3,951
 Closing cash and cash equivalents                                                46,112        2,943

 

Please note that £50,000k of cash was held in a short term deposit account at
the 31 December 2021 and for reporting purposes is shown as an investment
above. Closing cash and short term investments total £96,112k.

 

 

 

Consolidated Notes to the financial statements

1.         General information

Pod Point Group Holdings plc (referred to as the "Company") is a public
limited company incorporated in the United Kingdom under the Companies Act
2006. Its registration number is 12431376. The registered address is 28-42
Banner Street, London EC1Y 8QE.

The principal activity of the Company and its subsidiary undertakings (the
"Group") during the years presented is that of development and supply of
equipment and systems for recharging electric vehicles. The entire issued
share capital of the Company was admitted to trading on the Main Market of the
London Stock Exchange on 9 November 2021. All figures presented in this
audited preliminary annoucement are in £ sterling.

The Directors have made enquiries and reviewed cash flow forecasts and
available facilities for at least the next 12 months (including subsequent
events). Taking these into account the Directors have formed a judgement, at
the time of approving the unaudited preliminary announcement, that there is a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. This judgement has been
formed taking into account the principal risks and uncertainties that the
Company faces.

2.         Segment reporting

             The Group has five operating and reportable segments
which are considered:

 Reportable Segment                             Operations
 UK Home...................................     Activities generated by the sale of charging units to domestic customers for
                                                installation in homes.
 UK Commercial........................          Activities generated by the sale and installation of charging units in
                                                commercial settings, such as the destination, workplace and en-route routes to
                                                market.
 Norway.......................................  Activities generated by the sale of charging units to domestic and commercial
                                                customers for installation in Norway.
 Owned Assets............................       Operating activities relating to customer contracts, in which Pod Point owns
                                                the charging point assets but charges a fee for provision of media screens on
                                                the units for advertising purposes, and charges end customers for the use of
                                                these assets.
 Recurring....................................  Operating activities relating to the recurring revenue generated on charging
                                                units, relating to fees charged from the ongoing use of the Pod Point software
                                                and information generated from the management information system.

             There are no transactions with a single external
customer amounting to 10 per cent. or more of the Group's revenues.

             Work, destination and en-route revenues are routes to
market within the UK Commercial and Norway segments, rather than individual
business segments with the types of installations being similar in all three.

             UK Home, UK Commercial, Owned Assets and Recurring
revenue not generated in Norway are collectively referred to as UK. Norway
recurring and non-recurring activities are collectively referred to as Norway.
Norway includes both home and commercial charging. Revenue has been further
split into OZEV and non-OZEV revenues for each segment. OZEV revenues are the
portion of revenue generated from an install, which are claimed from the DVLA
by the Group on behalf of customers who are eligible for the EVHS government
grant.

             A breakdown of revenues and non-current assets by
geographical area is included in Note 4. Assets and liabilities are not
reviewed on a segmental basis and therefore have not been included in this
disclosure.

             Segmental Analysis for the Year ended 31 December
2021:

                                             UK        UK           Norway  Owned    Recurring  Total

Home
Commercial
Assets
Group
                                             £'000     £'000        £'000   £'000    £'000      £'000
 Revenue, non-OZEV..............             24,729    17,286       233     2,033    918        45,199
 OZEV revenue...........................     15,543    673          -       -        -          16,216
 Revenue...........                          40,272    17,959       233     2,033    918        61,415
 Cost of sales...                            (28,925)  (14,030)     (444)   (1,165)  (506)      (45,070)
 Gross Margin                                11,347    3,929        (211)   868      412        16,345
 Administrative Expenses.........                                                               (29,377)
 Operating Loss...........................                                                      (13,032)
 Finance income...........................                                                      -
 Finance costs..                                                                                (1,290)
 Loss before tax...........................                                                     (14,322)

 

             Segmental Analysis for the 11 months ended 31
December 2020:

                                             UK      UK           Norway  Owned    Recurring  Total

Home
Commercial
Assets
Group
                                             £'000   £'000        £'000   £'000    £'000      £'000
 Revenue, non-OZEV...............            11,105  9,396        281     868      511        22,161
 OZEV revenue                                8,251   614          -       -        -          8,865
 Revenue...........                          19,356  10,010       281     868      511        31,026
 Cost of sales....                           14,420  7,748        411     394      337        23,310
 Gross Margin...                             4,936   2,262        (130)   474      174        7,716
 Administrative Expenses..........                                                            (19,301)
 Operating Loss                                                                               (11,585)
 Finance income...........................                                                    25
 Finance costs..                                                                              (633)
 Loss before tax...........................                                                   (12,193)

 

3.         Group operating loss

             Loss for the year has been arrived at after
charging/(crediting):

                                                             Year Ended    11 Months Ended

31 December
31 December

2021
2020
                                                             £'000         £'000
 Amortisation of intangible fixed assets                     3,670         2,823
 Depreciation of tangible fixed assets                       650           347
 Depreciation of right of use asset                          609           445
 Exchange differences................                        (10)          67
 Cost of inventories recognised as an expense                24,554        13,158
 Staff costs....................................             22,418        16,615

 

4.         Revenue and non-current assets

             Revenue, analysed geographically between markets, was
as follows:

                                                  Year Ended    11 Months Ended

31 December
31 December

2021
2020
                                                  £'000         £'000
 United Kingdom.........................          61,182        30,745
 Norway.........................................  233           281
                                                  61,415        31,026

 

 

Revenue, split between OZEV revenues and non-OZEV revenues was as follows:

                                           Year Ended    11 Months Ended

31 December
31 December

2021
2020
                                           £'000         £'000
 Non-OZEV revenue...................       45,199        22,161
 OZEV revenue............................  16,216        8,865
                                           61,415        31,026

 

 

All OZEV revenue was earned in the UK. Non-current assets are all held within
the UK for all periods presented.

5.         Directors and employees

             The Group operates a defined contribution pension
scheme. The assets of the scheme are held separately from those of the Group
in an independently administered fund. The pension cost represents
contributions payable by the Group to the fund and amounted £416,362 to for
the year ended 31 December 2021 (11 months ended 31 December 2020: £261,533).

             Pension contributions payable amount at 31 December
2021 was £101,116 (2020: £52,011).

 

             The table below presents the staff costs of these
persons, including those in respect of the Directors, recognised in the income
statement.

                                                       Year Ended    11 Months Ended

31 December
31 December

2021
2020
                                                       £'000         £'000
 Wages and salaries.....................               17,419        14,429
 Social security costs...................              2,115         1,748
 Costs of defined contribution scheme                  416           262
 Net share based payment expense                       2,422         176
                                                       22,372        16,615

 

 

Staff costs presented in this Note reflect the total wage, tax and pension
cost relating to employees of the Group. These costs are allocated between
administrative expenses, cost of sales or capitalised where appropriate as
part of Software Development intangible assets. The allocation between these
areas is dependent on the area of business the employee works in and the
activities they have undertaken.

             During the year ended 31 December 2021, £2,903,567
of staff costs were capitalised (11 months ended 31 December 2020:
£1,866,280).

             Key management personnel

             Key management personnel of the Group are the members
of the Board of Directors as well certain other members directing and
controlling the activities of the Group. Directors appointed by EDF are
remunerated by EDF and their costs are not recharged and an allocation of cost
is not considered readily identifiable.

             Key management costs include the following expenses:

                                                       Year Ended    11 Months Ended

31 December
31 December

2021
2020
                                                       £'000         £'000
 Wages and salaries.....................               2,819         4,381
 Social security costs...................              709           924
 Costs of defined contribution scheme                  85            60
 Net share based payment expense                       2,046         133
                                                       5,659         5,498

 

6.         Adjusting large corporate transaction and restructuring
costs

 

             Adjusting large corporate transaction and
restructuring costs, for the purposes of presenting non-IFRS measure of
adjusted EBITDA are as follows:.

                                                                            Year Ended    11 Months Ended

31 December
31 December

2021
2020
                                                                            £'000         £'000
 Costs related to raising finance and other corporate projects              5,536         152
 Costs related to acquisition......                                         -             7,764
 Restructuring costs.....................                                   203           -
                                                                            5,739         7,916

 

           Raising finance relates to equity financing which given
its scale in the period is not considered to be in the normal course of the
operating business.

             Acquisition costs include national insurance related
to the exercise of the share options, completion bonus payments to staff and
retention bonus awards relating to the acquisition of the underlying Pod Point
business in February 2020.

             Restructuring costs are staff related costs arising
from changes to the senior management team and department reorganisations that
were not in the normal course of the operating business.

7.         Finance income and finance costs

             Net financing costs comprise bank interest income and
interest expense on borrowings, and interest expense on lease liabilities.

                                                             Year Ended

31 December

2021
11 Months Ended

31 December

2020
                                                             £'000         £'000
 Interest on bank deposits..........                         -             25
 Finance Income.........................                     -             25
 Interest on loans and bonds.....                            1,172         544
 Interest on lease liabilities.........                      118           84
 Interest on late payments.........                          -             5
 Finance Costs.............................                  1,290         633
 Net finance costs recognised in the income statement        1,290         608

 

8.         Intangible assets

             Intangible assets as at 31 December 2021:

                                                 Development  Brand   Customer        Goodwill  Total

Relationships
                                                 £'000        £'000   £'000           £'000     £'000
 Cost:
 At 1 January 2021....................           6,235        13,940  13,371          77,639    111,185
 Additions.....................................  4,565        -       -               -         4,565
 At 31 December 2021...............              10,800       13,940  13,371          77,639    115,750
 Accumulated amortisation:
 At 1 January 2021....................           3,564        639     817             -         5,020
 Amortisation..............................      2,082        697     891             -         3,670
 At 31 December 2021...............              5,646        1,336   1,708           -         8,690
 Carrying amounts:
 At 31 December 2021...............              5,154        12,604  11,663          77,639    107,060

 

             Intangible assets as at 31 December 2020:

                                                  Development  Brand   Customer        Goodwill  Total

Relationships
                                                  £'000        £'000   £'000           £'000     £'000
 Cost:
 At 1 February 2020....................           4,269        -       -               -         4,269
 Additions......................................  1,966        -       -               -         1,966
 Acquisitions through business combinations       -            13,940  13,371          77,639    104,950
 At 31 December 2020...............               6,235        13,940  13,371          77,639    111,185
 Accumulated amortisation:
 At 1 February 2020....................           2,197        -       -               -         2,197
 Amortisation...............................      1,367        639     817             -         2,823
 At 31 December 2020...............               3,564        639     817             -         5,020
 Carrying amounts:
 At 31 December 2020...............               2,671        13,301  12,554          77,639    106,165

 

9.         Property, Plant and Equipment

             Property Plant and Equipment as at 31 December 2021:

                                           S/Term      Plant &      Furniture        Computer    Owned    Total

Leasehold
Machinery
& fittings
Equipment
Assets

Property
                                           £'000       £'000        £'000            £'000       £'000    £'000
 Cost:
 At 1 January 2021                         31          159          19               616         2,364    3,189
 Additions.........                        -           70           -                221         2,328    2,619
 At 31 December 2021                       31          229          19               837         4,692    5,808
 Accumulated depreciation and impairment:
 At 1 January 2021                         30          119          19               471         248      887
 Depreciation..                            1           34           -                82          527      644
 At 31 December 2021                       31          153          19               553         775      1,531
 Carrying amounts:
 At 31 December 2021                       -           76           -                284         3,917    4,277

 

 

Property Plant and Equipment As at 31 December 2020:

                                           S/Term      Plant &      Furniture &      Computer    Owned    Total

Leasehold
Machinery
fittings
Equipment
Assets

Property
                                           £'000       £'000        £'000            £'000       £'000    £'000
 Cost:
 At 1 February 2020                        31          118          19               500         99       767
 Additions.........                        -           41           -                116         2,265    2,422
 At 31 December 2020                       31          159          19               616         2,364    3,189
 Accumulated depreciation and impairment:
 At 1 February 2020                        29          114          17               342         38       540
 Depreciation....                          1           5            2                129         210      347
 At 31 December 2020                       30          119          19               471         248      887
 Carrying amounts:
 At 31 December 2020                       1           40           -                145         2,116    2,302

 

10.       Inventories

                                             As at         As at

31 December
31 December

2021
2020
                                             £'000         £'000
 Finished goods............................  4,962         4,716
 Work in progress.........................   3,252         906
                                             8,214         5,622

 

 

 

The cost of inventories recognised as an expense during the year ended 31
December 2021 in respect of continuing operations was £24,554,303 (11 months
ended 31 December 2020: £13,158,238).

             An impairment loss of £37,440 was recognised in cost
of sales against stock during the year ended 31 December 2021 due to
slow-moving and obsolete stock (11 months ended 31 December 2020: £190,423).

11.       Trade and other receivables

                                            As at         As at

31 December
31 December

2021
2020
                                            £'000         £'000
 Trade receivables.......................   18,795        12,382
 Loss allowance...........................  (216)         (368)
                                            18,579        12,014
 Other receivables........................  338           97
 Prepayments and accrued income             5,124         2,206
                                            24,041        14,317

 

12.       Trade and other payables and other non-current liabilities

12.1     Trade and other payables-current

                                             As at         As at

31 December
31 December

2021
2020
                                             £'000         £'000
 Trade payables...........................   12,110        8,928
 Other taxation and social security          1,020         389
 Accruals and deferred revenue               20,568        9,968
 Contingent consideration..........          1,000         -
 Other payables............................  1,475         195
                                             36,173        19,480

 

 

           There is no material difference between the carrying
value and fair value of trade and other payables presented.

             The contingent consideration of £1,000,000 relates
to a warranty retention liability which was set up on the acquisition of Pod
Point Holding Ltd by the Company in February 2020. No warranty claims have
been made against the shareholders of Pod Point Holding Limited and the amount
was repaid to shareholders of Pod Point Holding Limited on 11 February 2022.

 

12.2     Other non-current liabilities

                                     As at         As at

31 December
31 December

2021
2020
                                     £'000         £'000
 Contingent consideration..........  -             1,000

 

13.       Loans and borrowings

                                                    As at         As at

31 December
31 December

2021
2020
                                                    £'000         £'000
 Current liabilities
 Intercompany loan....................              -             630
 Secured bank loan.....................             707           71
 Bond.............................................  -             26
                                                    707           727
 Non-current liabilities
 Intercompany loan....................              -             8,650
 Secured bank loan.....................             2,326         1,938
 Bond.............................................  -             218
                                                    2,326         10,806

 

             The bond which existed as of 31 December 2020 was
redeemable by the bondholders on the anniversary of the commencement date, in
January of each year, provided the bondholder had completed a notice of
redemption. The bond carried an interest rate of 8 per cent. per annum. The
entire bond was redeemed on 31 December 2021.

             During the 11 months ended 31 December 2020, the
Group entered into £3.5 million facility agreement with Triodos Bank UK
Limited, to fund charging units owned by the Group and installed at customer
sites. The facility is structured as construction facility while the assets
are being installed, at which point the outstanding balance will become an
operating facility. The interest rate is fixed at 3.5 per cent. The loan is
repayable in eighteen quarterly instalments starting one quarter after the
start of the operating facility.

             As at 31 December 2020, the Group held intercompany
loans with parent companies EECL and LGCIL under a revolving credit facility.
For each loan drawn before 31 December 2021, the applicable rate of interest
on the loan is the reference rate (LIBOR) and the margin (7.3 per cent. per
annum). For each loan drawn on or after the rate switch date on 31 December
2021, SONIA and a credit adjustment spread rather than LIBOR will be used as
the reference rate for calculating interest for such loan. The entire balance
of the loans was repaid upon listing on 9 November 2021.

             As of December 2020, the Group held an additional
intercompany loan with parent company EECL of £630,000 in addition to the
loan mentioned above. This loan was formally waived on 6 October 2021,
resulting in a corresponding increase to retained earnings at that date.

 

14.       Capital and reserves

             The share capital in issue at each year and period
end is as follows:

                                                         As at 31 December       As at 31 December

2021
2020
                                                         Number       £'000      Number     £'000
 Allotted, called up and fully paid:
 Ordinary shares of £0.001 each                          153,403,537  153        -          -
 Ordinary shares of £0.0001 each                         -            -          13,118     -

 

On 10 December 2021, 549,000 shares were issued and allotted pursuant to the
Share Incentive Plan, bringing the total issued share capital to 153,952,537.

 

IPO Reorganisation

As at 31 December 2020, the issued share capital of the Company comprised
13,118 ordinary shares of £.0001 each. In connection with admission, the
Company reorganised its share capital as follows:

•           On 20 October 2021, the Company issued 999,986,882
bonus shares of £0.0001 each, resulting in a share capital of £100,000,
divided into 1,000,000,000 ordinary shares of £0.0001 each. Subsequently on
20 October 2021, the Company undertook a consolidation of its share capital on
a 10:1 basis, resulting in a share capital of £100,000, divided into
100,000,000 ordinary shares of £0.001 each. This resulted in a reduction of
share premium of £100,000.

•           On 9 November, 2021, Pod Point Group Holdings PLC
issued 53,403,357 ordinary shares as part of the Initial Public Offering in
exchange for cash of £117,940,367, represented by share capital of £53,403
and share premium of £112,229,304. Immediately following Admission, the
issued share capital of the Company was £153,404, comprising of 153,403,537
shares of £0.001 each.

Issuance costs of £7,664k were recognised against share premium in accordance
with the Companies Act 2006, section 610.

Share premium

             The share premium reserve reflects the excess over
nominal value arising on the issue of ordinary shares. During 2020 as part of
the plans to acquire a 100% stake in Pod Point Holding Limited 13,118 shares
with a nominal value of £0.0001 per share were issued to EECL and LGCIL. A
share premium reserve arose of £26.4 million. See IPO reorganisation note
above for effects on share premium as a result of the Initial Public Offering
in November 2021.

             Other Reserves

             Other reserves includes the share based payment
charge on share options issued to employees as detailed in Note 15 (Share
based payments).

             Accumulated losses

             Accumulated losses reserve represents the accumulated
losses of the Group generated through business activities. In 2020 a loan from
EECL of £84.6 million was waived resulting in a capital contribution and a
corresponding increase to retained earnings

15.       Share based payments

             Charge to the income statement:

             The charge to the income statement is set out below:

 

                              Year ended    11 months  ended

31 December
31 December

2021
2020
                              £'000         £'000
 IPO Restricted Share Award   2,257         -
 IPO Performance Share Award  136           -
 SIP                          30            -

During the year ended 31 December 2021, the Group operated the following share
based payment schemes, all of which are equity settled.

16.       Earnings/(Loss) per share

             Basic earnings per share is calculated by dividing
the loss attributable to the equity holders of the Group by the weighted
average number of shares in issue during the year.

             The group has dilutive ordinary shares for the years
ended 31 December 2018 and 31 December 2019, these being share options granted
to employees. As the Group has incurred a loss in all periods, the diluted
loss per share is the same as the basic earnings per share as the loss has an
anti-dilutive effect.

                                                                     Year ended    Year ended

31 December
31 December

2021
2020
                                                                     £             £
 Loss for the period attributable to equity holders                  14,322,377    12,192,652
 Basic and diluted weighted average number of shares in issue        107,750,615   100,000,000
 Earnings/(Loss) per share (Basic and Diluted)                       (0.13)        (0.12)

 

In determining the share numbers and earnings per share calculation above the
requirements of IAS 33 'Earnings per share' have been applied to reflect the
bonus issue and share consolidation detailed in Note 14 as if it had taken
place at the start of the earliest period for which an earnings per share is
presented.

17.       List of subsidiaries

             The Group holds share capital in the following
companies:

 Name of company                                    Country of      Principle activity                                                              Ownership  Registered Address

Incorporation
 Pod Point Limited................................  United Kingdom  Development and supply of equipment and systems for electric charging vehicles  100%       28-42 Banner Street Banner Street, London, England, EC1Y 8QE
 Pod Point Holding Limited...................       United Kingdom  Holding Company                                                                 100%       28-42 Banner Street

Banner Street, London, England, EC1Y 8QE
 Open Charge Limited...........................     United Kingdom  Development and supply of equipment and systems for electric charging vehicles  100%       28-42 Banner Street Banner Street, London, England, EC1Y 8QE
 Pod Point Norge AS.............................    Norway          Development and supply of equipment and systems for electric charging vehicles  100%       Engebrets vei 3, 0275, Oslo, Norway
 Pod Point Asset One Limited...............         United Kingdom  Development and supply of equipment and systems for electric charging vehicles  100%       28-42 Banner Street Banner Street, London, England, EC1Y 8QE

18.       Related parties

             Transactions with Shareholders

             For the 11 months ended 31 December 2020, the
immediate parent companies of the Group is EDF Energy Customers Limited ,
owning 77.5% and Legal & General Capital Investments Limited , owning
22.5%. As at 31 December 2020, the Group held a loan with EDF Energy Customers
Limited  of £6,710,602 and a loan with Legal & General Capital
Investments Limited of £1,939,398. The entire loan balances were repaid upon
IPO in November 2021.

             As at 31 December 2020, the Group held an additional
loan of £630,000 with EDF Energy Customers Limited, which on 6 October 2021
was formally waived, resulting in a corresponding increase to retained
earnings at that date.

             During the 11 months ended 31 December 2020, the
Group had the following transactions with group companies part of the EDF
Group and Legal & General group:

 Group Company                                                                        Sales of goods  Purchase of goods  Interest and fees on

intercompany loan
 Legal & General                                                                      £7,839          -                  £114,176
 group.......................................................................
 EDF Energy                                                                           £142,680        -                  -
 Limited...........................................................................
 EDF Energy Customers Limited                                                         -               £88,149            £396,175
 .....................................................

 

             During the year ending 31 December 2021, the Group
had the following transactions group companies part of the EDF Group and Legal
& General group:

 Group Company                                                                        Sales of goods  Purchase of goods  Interest and fees on

intercompany loan
 Legal & General                                                                      £46,305         -                  £232,040
 group.......................................................................
 EDF Energy                                                                           £262,777        -                  -
 Limited...........................................................................
 EDF Energy Customers Limited                                                         -               £849,751           £806,032
 .....................................................

             Transactions with related parties who are not members
of the Group

             During the year ended 31 December 2021, the Group had
the following transactions with a related party who is not a member of the
Group. Imtech Inviron Limited is a related party by virtue of their ultimate
parent and controlling party being Électricité de France S.A.:

•           Sale of goods of £48,179 (11 months ended 31 December
2020: £174,155)

Transactions with key management personnel of the Group

             Key Management Personnel are defined as member of the
Group's Strategic Board.

             See Note 5 (Directors and employees) for details of
compensation of key management personnel. Certain employees hold shares in the
Group, including Key Management Personnel.

 

19.       Post balance sheet events

 

The contingent consideration of £1,000,000 was repaid to shareholders of Pod
Point Holding Limited on 11 February 2022 as detailed in Note 12.1.

 

20.       Ultimate parent undertaking and controlling party

             The immediate parent company of the Company and its
subsidiaries is EDF Energy Customers Limited , a company registered in the
United Kingdom.

             The immediate parent company of EDF Energy Customers
Limited  is EDF Energy Limited, a company registered in the United Kingdom.

             At 31 December 2021 and 31 December 2020,
Électricité de France SA, a company incorporated in France, is regarded by
the Directors as the Company's ultimate parent company and controlling party.
This is the largest group for which consolidated financial statements are
prepared. Copies of that company's consolidated financial statements may be
obtained from the registered office at Électricité de France SA, 22-30
Avenue de Wagram, 75382, Paris, Cedex 08, France.

 

 

 

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.   END  FR UBRWRUOUUAAR

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