Company registration number 09891877 (England and Wales)
BRAMBLE ENERGY LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
BRAMBLE ENERGY LTD
CONTENTS
Page
Directors' report
1 - 2
Statement of financial position
3 - 4
Notes to the financial statements
5 - 19
BRAMBLE ENERGY LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2021.
Principal activities
The principal activity of the company is the development and manufacture of PCB fuel cells.
Results and dividends
The results for the year are set out on .
Building on the achievements of 2020, 2021 was a transformational year for Bramble with significant progress made both commercially and operationally.
Mobility Solutions
During 2021, in collaboration with MAHLE Powertrain, Bramble demonstrated the integration of its PCBFC™ technology into a light commercial vehicle designed to extend the range of the battery electric vehicle. The project took under 1 year from concept to vehicle demonstration.
Bramble also engaged in a number of other collaboration projects during the year with applications across land, sea and air. This included a feasibility study with an eVTOL business and a 10kW system for a marine demonstration seagoing vessel.
Portable Solutions
Bramble Energy successfully developed and trialled a new portable power solution (called ‘SDX’) during 2021 which is set for a wider commercial launch during the first half of 2022. The SDX range will provide clean, off-grid power using Bramble’s patented PCBFC™ technology.
Platform Applications
Bramble Energy are developing scalable electrolysis technology using the core competencies of the business and in early 2022 received grant funding from the department for Business, Energy & Industrial Strategy (BEIS) to support this development.
A number of other applications of Bramble’s core technology are in various stages of development.
Operational Updates
2021 saw the business rapidly expand both technologically and operationally. The number of employees has risen rapidly throughout the year and will continue to rise during 2022 and beyond. Investment in development, facility and testing capabilities has also ramped up during 2021 and into 2022.
Funding
Bramble successfully closed a Series B funding round in February 2022 which resulted in over £35m of new cash in the business. The round was led by HydrogenOne Capital plc with all existing major investors also participating. The new funding will be used to accelerate development of mobility products, commercialisation of portable solutions and the further expansion of the team.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
BRAMBLE ENERGY LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Dr T J Mason
IP2IPO Services Limited
Mr C G Scrivener
Mr J M Simon
(Resigned 5 July 2021)
Parkwalk Advisors Ltd
Mr I Downing
(Appointed 5 July 2021)
Mr R J Hulf
(Appointed 14 February 2022)
Mr J Schmitt
(Appointed 1 March 2022)
Mrs N Hodson
(Appointed 12 March 2022)
Auditor
The auditor, MHA Moore and Smalley, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
-
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
-
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Dr T J Mason
Director
22 September 2022
BRAMBLE ENERGY LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2021
31 December 2021
- 3 -
2021
2020
Notes
£
£
Non-current assets
Intangible assets
3
355,334
297,748
Property, plant and equipment
4
3,134,060
554,418
3,489,394
852,166
Current assets
Trade and other receivables
5
936,702
311,549
Current tax recoverable
16,365
82,297
Cash and cash equivalents
869,962
3,689,915
1,823,029
4,083,761
Current liabilities
Trade and other payables
8
317,251
78,045
Convertible loan notes
7
3,000,000
Lease liabilities
9
197,788
3,515,039
78,045
Net current (liabilities)/assets
(1,692,010)
4,005,716
Non-current liabilities
Lease liabilities
9
78,068
Long term provisions
10
25,000
103,068
Net assets
1,694,316
4,857,882
Equity
Called up share capital
11
72
68
Share premium account
13
6,258,717
6,258,626
Retained earnings
(4,564,473)
(1,400,812)
Total equity
1,694,316
4,857,882
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.
The financial statements were approved by the board of directors and authorised for issue on 22 September 2022 and are signed on its behalf by:
BRAMBLE ENERGY LTD
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2021
31 December 2021
- 4 -
Dr T J Mason
Director
Company registration number 09891877
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 5 -
1
Accounting policies
Company information
Bramble Energy Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 6 Satellite Business Village, Fleming Way, Crawley, RH10 9NE.
The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has adopted International Financial Reporting Standards (IFRS) for the first time during the year ended 31 December 2021. There has been no changes to the entity's previously reported financial position as a result of this transition.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the
true
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
On 14 February 2022 the company successfully completed a Series B funding round which saw £3
5
m of cash injected into the business. Management intend to use these fund
s
to grow the team and commercialise Bramble’s products.
1.3
Revenue
Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of
VAT.
Revenue
is
recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
Revenue is recognised in full upon the transfer of goods or services to the customer.
1.4
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 6 -
1.5
Property, plant and equipment
Property, plant and equipment
are initially measured at cost and subsequently measured at cost
,
net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Improvements to property
10% straight line
Fixtures and fittings
33% straight line
Plant and equipment
10% straight line
Computer equipment
33% straight line
Motor vehicles
25% straight line
Right of Use Assets
Over the term of the lease
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the
income statement
.
1.6
Impairment of tangible and intangible assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its
tangible and
intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in
the o
r a
ccount.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and
i
nclude
s cash held at call with banks.
1.8
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 7 -
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets,
are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the or account.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.9
Financial liabilities
The company recogni
s
es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either
'
financial liabilities at fair value through profit or loss
'
or
'
other financial liabilities
'
.
Other financial liabilities
Other financial liabilities, including borrowings
, t
rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs
directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method
.
For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the
company’s
obligations are discharged, cancelled, or they expire.
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 8 -
1.10
Compound instruments
The component parts of compound instruments issued by the
company
are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
income statement
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
income statement
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 9 -
1.13
Provisions
Provisions are recognised when the
company
has a legal or constructive present obligation as a result of a past event
and
it is probable that the
company
will be required to settle that obligation
,
and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense
.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black Scholes
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.17
Leases
At inception, the company assesses whether a contract is
,
or contains
,
a lease
within the scope of IFRS 16. A contract is
,
or contains
,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within
property, plant and equipment,
apart from those that meet the definition of investment property
.
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 10 -
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in
:
future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.18
Grants
G
rants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.19
Foreign exchange
Transactions in currencies other than
pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.20
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable
development expenditure is capitalised to the extent that the technical, commercial and financial
feasibility can be demonstrated.
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 11 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
25
7
3
Intangible assets
Software
Patents & licences
Total
£
£
£
Cost
At 1 January 2020
5,500
85,142
90,642
Additions
33,970
188,389
222,359
At 31 December 2020
39,470
273,531
313,001
Additions - purchased
2,475
83,348
85,823
At 31 December 2021
41,945
356,879
398,824
Amortisation and impairment
At 1 January 2020
2,246
2,836
5,082
Charge for the year
4,324
5,847
10,171
At 31 December 2020
6,570
8,683
15,253
Charge for the year
12,699
15,538
28,237
At 31 December 2021
19,269
24,221
43,490
Carrying amount
At 31 December 2021
22,676
332,658
355,334
At 31 December 2020
32,900
264,848
297,748
At 31 December 2019
3,254
82,306
85,560
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 12 -
4
Property, plant and equipment
Improvements to property
Assets under construction
Plant and equipment
Fixtures and fittings
Computer equipment
Motor vehicles
Right of Use Assets
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2020
10,501
10,501
Additions
42,955
30,011
418,822
85,288
39,450
616,526
At 31 December 2020
42,955
30,011
418,822
95,789
39,450
627,027
Additions
76,264
1,602,026
29,546
584,419
131,073
19,995
507,126
2,950,449
Disposals
(8,816)
(8,816)
At 31 December 2021
119,219
1,602,026
59,557
1,003,241
218,046
59,445
507,126
3,568,660
Accumulated depreciation and impairment
At 1 January 2020
7,501
7,501
Charge for the year
1,053
691
48,839
12,141
2,384
65,108
At 31 December 2020
1,053
691
48,839
19,642
2,384
72,609
Charge for the year
7,194
3,239
175,959
47,275
11,008
126,132
370,807
Eliminated on disposal
(8,816)
(8,816)
At 31 December 2021
8,247
3,930
224,798
58,101
13,392
126,132
434,600
Carrying amount
At 31 December 2021
110,972
1,602,026
55,627
778,443
159,945
46,053
380,994
3,134,060
At 31 December 2020
41,902
-
29,320
369,983
76,147
37,066
-
554,418
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 13 -
Property, plant and equipment includes right-of-use assets, as follows:
Right-of-use assets
2021
2020
£
£
Net values at the year end
Property
262,281
-
Motor vehicles
118,713
-
380,994
Total additions in the year
507,126
-
Depreciation charge for the year
Property
126,132
-
5
Trade and other receivables
2021
2020
£
£
VAT recoverable
384,212
64,441
Other receivables
7,200
43,204
Prepayments
545,290
203,904
936,702
311,549
6
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
7
Convertible loan notes
The proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity as follows:
2021
£
Proceeds of issue of convertible loan note
3,000,000
Liability component at date of issue
3,000,000
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
7
Convertible loan notes
(Continued)
- 14 -
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the statement of financial position represents the effective interest rate less interest paid to that date.
The effective rate of interest is 0%.
Movements and balance at the period end
Liability
£
Issue of convertible loan notes
3,000,000
Liability component at 31 December 2021
3,000,000
Liability component due within 12 months
3,000,000
After the year end, the company successfully completed a fundraise and the loan note converted into equity.
8
Trade and other payables
2021
2020
£
£
Trade payables
67,859
19,532
Accruals
154,991
25,625
Social security and other taxation
94,401
32,888
317,251
78,045
9
Lease liabilities
2021
2020
Maturity analysis
£
£
Within one year
197,788
-
In two to five years
78,068
-
Total undiscounted liabilities
275,856
-
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
9
Lease liabilities
(Continued)
- 15 -
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2021
2020
£
£
Current liabilities
197,788
Non-current liabilities
78,068
275,856
-
It is the company's policy to lease certain assets. The average effective borrowing rate for the year was 10%. Interest rates are fixed at the contract date. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The lease liability recognised on transition to IFRS, was £179,529, compared to an operating lease commitment at the same date of £202,180.
10
Provisions for liabilities
2021
2020
£
£
Provision for dilapidations on property leases
25,000
-
All provisions are expected to be settled after more than 12 months from the reporting date.
Movements on provisions:
Provision for dilapidations on property leases
£
Additional provisions in the year
25,000
The provision represents management's best estimate of the company's liability for dilapidations on cessation of its lease agreements.
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 16 -
11
Share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 0.1p each
25,097
25,097
25
25
A Ordinary of 0.1p each
43,290
43,290
43
43
G Ordinary of 0.1p each
3,805
-
4
-
72,192
68,387
72
68
12
Share-based payments
Number of share options
Average exercise price
2021
2020
2021
2020
Number
Number
£
£
Outstanding at 1 January 2021
2,376
2,376
132.73
132.73
Granted in the period
14,721
5.80
Outstanding at 31 December 2021
17,097
2,376
23.44
132.73
Exercisable at 31 December 2021
Options granted during the year
The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).
The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
2021
Weighted average fair value
6.58
Inputs for model:
- Weighted average share price
6.58
- Weighted average exercise price
5.80
- Expected volatility
0.1%
- Expected life
3
- Risk free rate
2.8%
- Expected dividends yields
0%
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
12
Share-based payments
(Continued)
- 17 -
Options outstanding
At the year end, the company has in issue various share options which can be exercised at various points between 2023 and 2025. All shares have an exercise price of £5.80, except for a 3,805 G shares, which are exercisable of £0.025 per share.
Modification
During 2021, the company re-priced certain of its outstanding options. The strike price was reduced from £132.73 to the current market price of £6.58. The company used the inputs noted above to measure the fair value of the old and new options.
Expenses
Related to equity settled share based payments
6,927
55,269
13
Share premium account
2021
2020
£
£
At the beginning of the year
6,258,626
1,082,051
Issue of new shares
91
5,176,575
At the end of the year
6,258,717
6,258,626
14
Capital commitments
2021
2020
£
£
At 31 December 2021 the company had capital commitments as follows:
Contracted for but not provided in the financial statements:
Acquisition of property, plant and equipment
1,752,634
15
Capital risk management
The company is not subject to any externally imposed capital requirements.
16
Events after the reporting date
On 14 February 2022, the company successfully completed an equity fundraise, raising £35 million for the issue of new shares. The £35m included the conversion of the £3m loan note, thus generating a cash inflow of £32m
.
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 18 -
17
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24
Related Party Disclosures
.
2021
2020
£
£
Short-term employee benefits
140,183
84,352
Post-employment benefits
23,933
12,900
Share-based payments
4,205
36,103
168,321
133,355
Other transactions with related parties
During the year the company entered into the following transactions with related parties:
Sale of goods
Purchase of goods
2021
2020
2021
2020
£
£
£
£
Entities with joint control or significant influence over the company
125,668
The following amounts were outstanding at the reporting end date:
2021
2020
Amounts due to related parties
£
£
Entities with joint control or significant influence over the company
3,000,000
The £3m loan note was repaid upon conversion after the year end. Further details are included within note 16.
18
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Paul Spencer.
The auditor was MHA Moore and Smalley.
BRAMBLE ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 19 -
19
Transition adjustments
Reconciliation of equity
At 1 January 2020
At 31 December 2020
Previously reported
Effect of transition
As restated
Previously reported
Effect of transition
As restated
Notes
£
£
£
£
£
£
Non-current assets
Other intangibles
85,560
-
85,560
297,748
-
297,748
Property, plant and equipment
3,000
-
3,000
554,418
-
554,418
88,560
-
88,560
852,166
-
852,166
Current assets
Trade and other receivables
64,514
-
64,514
393,846
-
393,846
Bank and cash
38,858
-
38,858
3,689,915
-
3,689,915
103,372
-
103,372
4,083,761
-
4,083,761
Creditors due within one year
Other payables
(18,744)
-
(18,744)
(78,045)
-
(78,045)
Net current assets
84,628
-
84,628
4,005,716
-
4,005,716
Total assets less current liabilities
173,188
-
173,188
4,857,882
-
4,857,882
Net assets
173,188
-
173,188
4,857,882
-
4,857,882
Equity
Share capital
18
-
18
68
-
68
Share premium
1,082,051
-
1,082,051
6,258,626
-
6,258,626
Profit and loss
(908,881)
-
(908,881)
(1,400,812)
-
(1,400,812)
Total equity
173,188
-
173,188
4,857,882
-
4,857,882
Notes to reconciliations
The company has adopted International Financial Reporting Standards (IFRS) with effect from 1 January 2021. There were no changes to the previously reported financial position at either 31 December 2020 or 31 December 2019 as a result of the transition.
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