213800MY9U5MEDG21D89 2022-01-01 2022-12-31 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 213800MY9U5MEDG21D89 2021-12-31 213800MY9U5MEDG21D89 2022-12-31 213800MY9U5MEDG21D89 2023-12-31 213800MY9U5MEDG21D89 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2022-01-01 2022-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2022-01-01 2022-12-31 ifrs-full:OtherReservesMember 213800MY9U5MEDG21D89 2022-01-01 2022-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:OtherReservesMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:RetainedEarningsMember ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:MiscellaneousOtherReservesMember ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:OtherReservesMember ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:SharePremiumMember ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:IssuedCapitalMember ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:PreviouslyStatedMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:RetainedEarningsMember ifrs-full:PreviouslyStatedMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:MiscellaneousOtherReservesMember ifrs-full:PreviouslyStatedMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:OtherReservesMember ifrs-full:PreviouslyStatedMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:SharePremiumMember ifrs-full:PreviouslyStatedMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:IssuedCapitalMember ifrs-full:PreviouslyStatedMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:OtherReservesMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2021-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:OtherReservesMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2022-12-31 ifrs-full:IssuedCapitalMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:RetainedEarningsMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:MiscellaneousOtherReservesMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:OtherReservesMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:SharePremiumMember 213800MY9U5MEDG21D89 2023-12-31 ifrs-full:IssuedCapitalMember iso4217:GBP iso4217:GBP xbrli:shares
Annual Report and Accounts 2023
We believe
driving shouldn’t
cost the earth
Our mission is to make living with an
EV easy and affordable for everyone
Governance
Financials
01
Pod Point
Annual Report and Accounts 2023
Strategic Report
Driving shouldn’t
cost the earth
Powering up 1 million
customers in a
profitable network
Make living with an EV
easy and affordable
for everyone
Purpose
Vision
Mission
Our success will be good for all our stakeholders
We aim to deliver value to our shareholders and investors
who have placed their trust in us. We will drive the business
past breakeven, into profitability and onto positive
cash generation
Our award-winning products attract leading customer
reviews. We have built a network of over 226,000
connected chargepoints across our customer base
and we aim to please many, many more
By being part of the Pod Point network of connected
chargepoints and customers, we will bring ongoing
value such as participating in grid and energy flex value,
in a way that our competitors will find hard to match
The future for Pod Point is all about scale and our vision
is deliberately big. We’re aiming at 1 million customers
Pod Point was founded with the aim of making travel
not damage the earth. We still believe passionately
that energy transition and decarbonisation of transport
are huge priorities for all of us
Our updated purpose represents our motivation and
reason for succeeding. It’s what we care about and
it’s the world we want to help create
We believe that driving, powered by renewable
electricity, will protect our planet as well as being
the most cost-effective form of car transportation
As a market leader, we will play a major role in
making that a reality
This is what we do, every day. It’s the problem we solve.
It’s who we are
We believe that EVs promise the lowest total cost of
ownership. But once people own their EV it’s our job
to make that promise come true
Mass adoption is what we want to promote, and we believe
that will happen as people realise that living with an EV
can save them cash and that charging their EV is easier
and cleaner than visiting a fossil fuel forecourt
Our purpose, vision and mission
Governance
Financials
02
Pod Point
Annual Report and Accounts 2023
Strategic Report
In this report
Strategic Report
At a glance
04
Chair’s statement
07
Chief Executive Officer’s statement
09
Market context
14
Business model
17
Our strategy
22
Chief Financial Officer’s statement
26
Key performance indicators
33
ESG
34
Section 172 statement
69
Non-financial information statement
75
Risk management
76
Governance
Chair’s introduction
93
Compliance statement
94
Board Leadership and Purpose
95
Division of Responsibilities
106
Nomination Committee report
109
Audit & Risk Committee report
112
ESG Committee report
117
Directors’ remuneration report
119
Directors’ report
132
Statement of Directors’ Responsibilities
135
Financials
Independent Auditor’s report
137
Consolidated financial statements
146
Notes to financial statements
150
Company financial statements
182
Notes to the Company financial statements
184
Glossary
190
Shareholder information
191
Financial summary
11% year-on-year revenue decline from £71.4 million to
£63.8 million
Marked revenue improvement during the second half. Despite
overall reduction of 11%, the first half declined
by 26% on 2022, but this turned around to a growth of
11% year-on-year in the second half, driven by improved
performance in our UK Home segment
The plug-in vehicle (‘PiV’) market grew by 24% year-on-year,
primarily driven by growth in the fleet market, as demand
for private vehicles was flat. This, combined with impact of
the OZEV grants, which benefited 2022, saw revenue in our
UK Home segment declined by 35% across the full year to
£27.0 million
Revenue growth in all other segments besides UK Home, with
UK Commercial, UK Distribution and Owned Assets growing
by 7%, 26% and 97% respectively
First revenues generated from our Energy Flex business
Strong progress on gross margin, which increased by 7ppts to
30% following improvements to our supply chain, operational
efficiencies and an increasing mix of business coming from
higher margin revenue streams
Adjusted EBITDA loss of £15.3 million was, as expected,
a result of increased costs combined with the revenue decline
in UK Home (adjusted EBITDA is defined on page 163)
The loss before tax for 2023 was £83.2 million after share-
based payment costs and inclusive of a non-cash goodwill
and intangibles impairment charge of £53.2 million
With £48.7 million cash at year end, the Group retains
a healthy balance sheet to enable delivery of the
Powering Up strategy
Operational summary
Continuing expansion of the customer base across both
UK Home and UK Commercial segments with 226,000
chargepoints installed and able to communicate up 16%
year-on-year
Market leadership in the UK Home sector. Cumulative
total of 199,442 home chargepoints installed and able to
communicate, with a further 33,513 home chargepoints
installed in the year
Significant progress in the UK Commercial and UK
Distribution segments, with 17,213 chargepoints installed and
shipped across both segments in the year – an increase of
9% from 2022, with directly sold units increasing by 20%
Completion of our Owned Asset roll-out with our Tesco
partnership, with 1,344 total chargepoints, including
142 rapid units, installed across 598 sites
2.5 billion kilometres of electric driving powered by our
chargepoints in 2023 – up by 4% compared to 2.4 billion
in 2022
25.3 million charging sessions delivered in 2023 –
up by 12% compared to 22.5 million in 2022
448 million kWh delivered by our chargepoints in 2023
up 22% year-on-year, avoiding the equivalent of circa
399,000 tonnes of CO
2
e
Started the first phase of our restructuring programme as
part of the £6 million annualised cost reduction goal in our
Powering Up strategy
Signed contracts to deliver energy flex value in partnership
with energy retailers (EDF and Centrica) and network
operators (UK Power Networks)
For more details, see our
business segments on pages
5 to 6 and KPIs on page 33
Governance
Financials
03
Pod Point
Annual Report and Accounts 2023
Strategic Report
Strategic
Report
Our mission is
to make living
with an EV easy
and affordable
for everyone
At a glance
04
Chair’s statement
07
Chief Executive Officer’s statement
09
Market context
14
Business model
17
Our strategy
22
Chief Financial Officer’s statement
26
Key performance indicators
33
ESG
34
Section 172 statement
69
Non-financial information statement
75
Risk management
76
Home
62%
On-street
2%
Workplace Charging
4%
Destination
2%
24%
62%
7%
4%
4%
Fleet Depot
24%
Multi-tenant dwelling
7%
Governance
Financials
04
Pod Point
Annual Report and Accounts 2023
Strategic Report
At a glance
Pod Point is a market-leading
provider of EV charging solutions
From the very beginning of Pod Point’s journey back in 2009,
we recognised the significant role EVs would have in the UK’s
journey to net zero. We were equally aware back then of the
challenges; chiefly, that charging speeds would be unable to
match how quickly a petrol or diesel car could be refuelled.
We knew that with cars spending around 95% of their time
parked, the best times to charge would be when the driver
was busy doing something else, such as working, sleeping,
shopping, or exercising. In other words, whenever they
weren’t driving the car.
The industry has changed a lot since we were founded,
with just 1,583 EVs registered in 2010. SMMT data shows that
PiV registrations during 2023 increased further to 455,998.
As the market has evolved, so has Pod Point. We’ve refined
our products and made them smarter and implemented the
features most relevant to our customers. During Q4 2023,
we launched our new strategy – Powering Up – to focus
on home and workplace charging, where the majority of
charging takes place, as well as energy flex services. We
are still as committed as ever to making the switch to EVs
as easy as possible for everyone, and to normalising life
with an EV. Our reputation has grown substantially, with
Pod Point being voted ’Best Home EV Charger 2023’ by
What Car? and our charger installation service being
endorsed as a Which? Trusted Trader Approved Service.
Pod Point remains one of the largest EV charging networks
in the UK, with more than 226,000 chargepoints installed
and able to communicate as at 31st December 2023.
Pod Point is looking ahead to new horizons and new
opportunities, including within international markets where
we will either leverage existing partnerships, such as with EDF,
or forge new relationships to take Pod Point beyond the UK
and to the rest of Europe. We will also work with energy
companies on our flex proposition, managing the demands
on the grid, bringing savings to our customers.
This itself will bring new challenges, but as before when
Pod Point first began, we’re confident in our ability to
overcome them.
Typical charging pattern
The diagram below sets out the EV charging ecosystem,
showing how drivers are charging their EVs.
Governance
Financials
05
Pod Point
Annual Report and Accounts 2023
Strategic Report
At a glance
continued
During the year, we have transitioned to a business unit structure based upon our customer segmentation, which enables the business
units to be competitive, agile and effective in their individual markets, while working to overall Group strategic goals.
Customers
Consumers coming via our website, where
we install smart chargepoints in domestic
properties, generating one-off installation
revenue
Major automotive manufacturers such
as Mercedes, BMW, Mini, Hyundai and Kia
through referral agreements, enabling us to
provide home chargepoints to their customers
Fleet companies including Mitie, Sky,
Lex Autolease and Zenith, providing home
charge solutions to customers ranging from
end-user van drivers, company car drivers
and customers benefitting from salary
sacrifice agreements
This segment is driven by the demand for EVs
Competitive position
Despite a downturn in revenue in 2023,
we remain one of the most recognisable
brands for home charging and have the
highest volume of website traffic versus
our competitors
We are one of the few chargepoint operators
(‘CPOs’) in the UK who offer a true end–to-
end service and support the customer from
initial referral through to the point of
installation and beyond
Our commitment to providing a proven and
trusted service is reflected in our industry-
leading customer satisfaction scores,
averaging 4.6/5 across over 38,000 reviews
Customers
Housing developers such as Barratt Homes,
David Wilson Homes, Bellway and Redrow to
provide chargepoints for new developments
Independent contractors and the wholesale
market including key relationships with Rexel,
YESSS Electrical and Medlock
Freeholders, managing agents and resident
associations to provide supply, installation
and ongoing service, having contracts with
companies such as McCarthy Stone and
Inspired Villages
Competitive position
First mover advantage combined with a
recognisable brand has given us strong
relationships with the large players in
this market
Our advice and design capabilities are highly
regarded by our clients. Until very recently
no other CPOs were offering the same level
of charging network design services to our
customer base
Our team has been at the forefront of driving
policy change through the House Builders
Federation, and we are well-respected across
this industry
UK Home
UK Distribution
We have more automotive partners than
any other CPO, including 14 OEM brands
and 150+ fleet partnerships
We have a depth of experience unmatched in
the industry, with over 226,000 chargepoints
installed and able to communicate, and a
proven ability to scale with demand
Growth drivers
During the year, our newly created Dealer
team contracted with 11 dealer groups
totalling 280 dealership sites, including
Westway, Halliwell Jones, Parks Motor Group
and Group 1 Automotive. We expect further
growth in this channel in 2024
Launch of our new home charger, Solo 3S,
which will come with solar functionality,
unlocking this customer segment for us
During 2023, we grew our marketing function
and capabilities, and as a result expect to
see increased conversion of opportunities
We expect the supply of electric vans to
further improve in 2024, enabling us to
maximise our existing fleet relationships
Revenue: £27.0 million
42% of total revenue
Growth drivers
Continued implementation of Part S Building
Regulations, which mandates that a
chargepoint must be installed on every
new-build house with associated parking
Launch of our new home charger Solo 3S with
solar functionality and Open Charge Point
Protocol (‘OCPP’) capability, creating new
opportunities with those businesses where
OCPP is a mandatory requirement
Our new Installer App, which targets
improvements in installation efficiency and
quality, improving its appeal to the wholesale
and contractor market
Revenue: £5.4 million
8% of total revenue
Governance
Financials
06
Pod Point
Annual Report and Accounts 2023
Strategic Report
At a glance
continued
Customers
Under our Powering Up strategy, we will focus
on workplace charging with key customers,
including commercial landlords, managing
agents, office buildings, distribution centres and
depots. We will move away from multi-tenancy
dwellings and destination charging
Our more focused offering will ensure a
greater depth of product offering for our
workplace customers, which services their
specific needs
We receive ongoing network fees from
commercial customers
We receive a share of revenue from certain
groups of chargepoints owned by our
commercial customers
Competitive position
Strong recognisable brand presence in
the workplace sector, with a high level of
experience across multiple install types
Some of the largest workplace installations
in the UK with several of the UK’s largest
consumer brands
Experienced sales team with an in-depth
knowledge of hardware, software and
corporate social responsibility benefits
attached to workplace charging
Customers
We ’flex’ the time at which vehicles are
charged, to minimise cost, with initial focus
on our large estate of domestic chargepoints
Our customers include national and regional
grid operators, retail energy suppliers and
aggregators via the provision of grid load
management services and opportunities
for energy trading. This market is currently
in an early stage of development
We are developing a consumer flex
proposition, which can be offered to consumers
without affecting their existing energy tariff
We are also developing a flex proposition,
which can be offered to consumers via their
existing energy supply company
Competitive position
As one of the earliest providers of
chargepoints, we have the largest UK estate
of domestic chargepoints
As a trusted brand, we will work in the
consumer’s best interest
Because our architecture allows us to control
the chargepoints behaviour directly, we can
manage all of the technical parts necessary
to deliver flex services
UK Commercial
Energy Flex
Growth drivers
Our ability to leverage the OZEV EV
chargepoint and infrastructure grants for
our customers, which promote the rollout of
charging infrastructure at workplace sites by
reducing installation costs
The introduction of new Twin and Solo 3S
chargers, which includes OCPP compatability,
giving us access to a larger addressable
market
Our new Installer App targets improvements
in installation efficiency and quality, giving us
greater access to opportunities in the market
Revenue: £23.0 million
36% of total revenue
Growth drivers
With the largest UK network of EV
chargepoints, we have critical mass that
we can offer to new customers
We can extend into multiple energy flex
and load balancing markets
Signing up existing and new customers onto
flex programmes, providing savings on their
energy spend
Working with a variety of energy companies
to assist them to provide flex services to
their customers
Revenue: £39,000
Other segments for 2023
Owned Assets
Our portfolio of chargepoints at 598 sites includes AC and rapid DC chargers, funded and owned by Pod Point at locations within the Tesco estate. Whilst this is a profitable segment, we had already signalled during
2022 that this was no longer a key priority for future growth. In our strategic review, we confirmed that the public charging network is a segment that is now non-core, so it will continue to appear as one of our
reporting segments for as long as it remains part of the business.
Revenue: £8.4 million, 13% of total revenue
Governance
Financials
07
Pod Point
Annual Report and Accounts 2023
Strategic Report
Chairman’s statement
Gareth Davis
Chairman
of the Board
Dear Shareholder,
An emphatic response to a challenging year
This was a very busy year for Pod Point, as we worked hard to counter a number of negative
macroeconomic factors. Our response was both vigorous and wide-ranging – including changes at
the top of our team and the development of our Powering Up strategy – and I believe we now have
a robust and very detailed strategic plan, and clear financial targets, and are well-placed to fulfil our
purpose of ensuring that driving doesn’t cost the earth, underpinned by a strengthened balance sheet.
The increasing price of electricity, inflation and a general cost-of-living crisis all contributed to a tough
business climate for most companies in 2023, including Pod Point. Demand for chargepoints was
negatively affected by this fragile consumer environment. Government policy changes, including
the move in the ban on the sales of new ICE vehicles from 2030 to 2035, further dampened private
customer demand for EVs.
A disappointing performance
Although affected by the unhelpful economic and market backdrop, our financial performance was
nevertheless disappointing, with revenue and profit below expectations for the first half of the year.
Performance for the second half of the year improved, slightly ahead of our reset expectations.
We took significant steps to preserve cash and maintain a healthy cash position as we move into
2024 and beyond.
In terms of detail, revenue for the year was £63.8 million, down 11% compared to 2022. While revenue
was down 26% in the first half, we returned to growth in the second half, which was +11%. Our gross
margin saw a strong improvement across both H1 and H2 and was up 700 basis points compared
to 2022. This reflected a combination of price increases, supply chain efficiency and better mix. Group
adjusted EBITDA loss was £15.3 million, a higher loss than in 2022 as operating expenses grew faster
than our gross profit. The increase in costs reflects the excessive complexity of the business and lack
of cost discipline of the previous management team, underpinning the importance of delivery of the
£6 million targeted cost savings under Powering Up. Our year end cash position was £48.7 million,
reflecting tight operational grip on the business and good working capital management. We did not
draw on our £30 million credit facility.
Drilling down into the performance of our business units, UK Home revenue reduced by 35%, reflecting
the more challenging market and reduced market penetration, whilst UK Commercial revenue and
UK Distribution revenue increased by 7% and 26% respectively. Towards the end of the year, we saw
encouraging signs that our UK Home performance was showing some recovery and stabilisation.
Changes to the Board
In July, our founder and Chief Executive Officer Erik Fairbairn stepped down from his post to allow
new leadership to help Pod Point navigate the growing market for EVs. On behalf of the Board, I would
like to thank Erik for his vision and commitment. He not only founded the Company and foresaw future
demand for charging solutions, but also took us to a successful flotation, and we wish him well in his
future endeavours.
Governance
Financials
08
Pod Point
Annual Report and Accounts 2023
Strategic Report
Chairman’s statement
continued
Andy Palmer, our Senior Independent Director (SID), became interim CEO following Erik’s departure,
with Karen Myers becoming SID. Having pioneered the world’s first mass-market electric vehicle,
the Nissan LEAF, Andy has enormous experience in EVs and his industry knowledge and track record
proved invaluable. On 20th February 2024, we were pleased to announce the appointment of Melanie
Lane as our permanent CEO, who brings significant experience in the EV charging sector and the
wider energy industry, and will lead the continuing implementation of our Powering Up strategy.
As announced in last year’s Annual Report, David Wolffe was appointed as Chief Financial Officer
from January 2023. David has over 20 years’ experience in Board level roles and during this last year
has taken steps to strengthen the Finance team.
A new team, but a familiar destination
We also experienced several other departures and arrivals in 2023, as we moved with pace to replace
and strengthen our senior team, especially in the areas of technology, human resources and investor
relations. This team has worked closely and tirelessly with Andy Palmer over the last six months to
review our business performance alongside external consultants. The results of their endeavours
included the Powering Up strategy and operational plans, which were presented at the Capital Markets
Day in November.
While we have repositioned our Company and extended our ambitions, the destination remains the
same. Despite the short-term cost-of-living crisis and U-turns by the UK Government, the world is
moving inexorably away from fossil fuels and towards electrification. Guided by our mission to make
living with an EV easy and affordable for everyone, we are ready, focused and determined to reap
the rewards.
I would like to thank our people for their hard work and understanding through what was a difficult
period for everybody at Pod Point. Change is never easy, but it has without doubt been necessary –
and this process will continue as we move into 2024.
Outlook
Despite the temporary setbacks of the last year, the outlook for Pod Point remains positive, given
the market potential, our refocused strategy, our strengthened balance sheet, and our strengthened
management team. We will launch a new product during the year, build further momentum in Energy
Flex, and take our first steps into European expansion: all key strategic initiatives to drive long-term
value creation. Thanks are due to our major shareholders for their support and forbearance during
the year, and we look forward to rewarding their patience.
Gareth Davis
Chairman
Governance
Financials
09
Pod Point
Annual Report and Accounts 2023
Strategic Report
Chief Executive Officer’s statement
Powering Up to
deliver significant
growth and value
A critical milestone for
the Group was delivered in
November, with the hosting
of our first Capital Markets
Day and the launch of our
transformation plan –
Powering Up.
Andy Palmer
Chief Executive Officer
Governance
Financials
10
Pod Point
Annual Report and Accounts 2023
Strategic Report
Chief Executive Officer’s statement
continued
2023 has been a challenging year
for Pod Point, the EV market and the
broader chargepoint market. Financial
and operational performance were
below our expectations at the start
of the year, albeit we saw much
greater stability in our performance
in the second half of the year,
following leadership changes, and
the implementation of renewed focus
and prioritisation. We made strong
progress during the year in terms
of maintaining our position as one of
the largest home charging networks
in the UK, delivering great customer
service, expanding our distribution
relationships across many routes
to market and reinforcing our
strong brand awareness.
A critical milestone for the Group was delivered in
November, with the launch of our transformation
plan – Powering Up. The Group’s new focused
strategy is the culmination of an intense period
of work. The transformation plan is built on three
inter-connected priorities: focusing on our core
strengths and leveraging them into adjacent
markets; driving customer lifetime value through
grid load management services or ‘Energy Flex’
and recurring revenues; and implementing our
cost optimisation programme to ensure the
Group’s operating model is set up for success.
This new strategy has received strong support
from EDF, our largest shareholder.
The What Car? accolade
was followed by
Which? announcing
that Pod Point was the
UK’s only EV charging
provider to be awarded
Which? Trusted Trader
approved status for our
installation service.
Governance
Financials
11
Pod Point
Annual Report and Accounts 2023
Strategic Report
Review of the year
Our financial performance in 2023 was
disappointing, however, my view is that in the
long term, the year will be seen as a temporary
setback for Pod Point and was the year we put
in place the foundations for our transformation.
Today, we have a much clearer view of the
financial drivers of our business and a clear
strategic focus. The delivery of our new strategy
will create significant value over the long term,
as we move towards both adjusted EBITDA
profitability and positive cash flows. As we laid
out at the 2023 Capital Markets Day, 2024 will
be a year of transition as we exit some non-core
parts of our business and adjust our cost base;
however, we will deliver underlying growth in
our core Home and Workplace segments and
see significant positive momentum in our
Energy Flex segment.
Powering Up, Pod Point’s transformation plan,
builds on the Group’s core strengths in its brand,
leading market share and broad partnerships,
by prioritising Home and Workplace segments
and developing an Energy Flex recurring
revenue stream to build customer lifetime value,
combined with a significant cost out programme.
We made progress across many areas of our
core strengths that give us confidence in our
transformation plan. We also closed the year in
line with our Capital Markets Day guidance and
slightly better on our cash position, hopefully
demonstrating improved forecasting capability
and a ’turning of the corner.’
reviews. The fact that customers place such trust
in us, particularly at a time when energy
companies in general are facing significant
criticism, was underlined when consumers voted
us the What Car? Best Home Charger Provider
for 2023. We scored almost perfect marks for
our quick service, and also topped the table
for satisfaction.
The What Car? accolade was followed by Which?
announcing that Pod Point was the UK’s only
EV charging provider to be awarded Which?
Trusted Trader approved status for our
installation service.
Another key highlight came with the introduction
of our EV Exclusive tariff, which builds on our
partnership with our major shareholder, EDF.
We are the only business in our industry with
such a close relationship with a leading energy
company and through this unique partnership
our customers are now able to charge their
vehicles via a new and more affordable
overnight rate.
The Group will drive market share recovery and
operational improvement by building on strong
foundations in three areas, each of which
showed momentum in 2023:
1.
Brand development.
Building on our
Trustpilot and third-party scores, we continue
our digital promotion activities and have
added above-the-line advertising to underpin
our trusted status. We also strengthened our
consumer brand appeal during the year with
the launch of Pod Point’s first ever above-the-
line advertising campaign. Backed by an
investment of £140k, our campaign of 30
second radio commercials reached around
3.42 million people over a period of three
months, with the message referencing our
Which Trusted Trader accreditation and What
Car? ‘Best Home Charger 2023’ accolade.
2.
Product development.
Pod Point refreshed
and updated its product roadmap during the
year and will launch the Solo 3S home charger
in spring 2024. This will be OCPP compatible
and EU compatible to support our
international expansion plans and provide
solar integration.
3.
Customer channel expansion.
The Group
has a broad set of commercial partners
across OEMs, housebuilders, car dealerships
and leasing groups that have helped establish
Pod Point as the largest network in the UK.
New client wins during 2023 include Barrett,
Redrow, Taylor Wimpey, Roadchef, Group 1
and Knight Frank. Major extensions include
Mercedes Benz, JLR and Lex Autolease.
Consumers really appreciate what we do and
how we do it – and we were pleased to maintain
our excellent reputation on both Trustpilot and
Reviews.io, with ratings of 4.2 and 4.6 respectively,
at year end, from many thousands of customer
Total annual revenue
£
63.8
m
+
7
ppts
Gross margin improvement
Chief Executive Officer’s statement
continued
Governance
Financials
12
Pod Point
Annual Report and Accounts 2023
Strategic Report
Powering Up: a new strategy
to deliver significant growth
and value
We aim to power up 1 million customers and
help make living with an EV easy and affordable
for everyone.
Powering Up, our new strategy is committed to
achieving sustainable leadership in the Home
and Workplace markets. This is joined by two
new strategic elements.
Firstly, we will replicate our UK strengths in
European markets through a focus on capital-
lite international growth. Set to launch in 2024,
our Solo 3S chargepoint is solar and OCPP
compatible, which means it can be used by
customers in Europe. We will leverage our links
with EDF – a major supplier of chargepoints in
France – to drive volume. We have identified
some markets that are of initial interest, like
France, Spain, Belgium and Ireland. Our
commitment is to enter two of these markets
during 2024, in a capital-lite way of
predominantly supply to third-party partners.
We will not replicate our UK operating model
in these European markets.
The second new element of Powering Up is that
we will drive Energy Flex value through grid load
management – partnering with EDF and other
energy companies. All energy companies buy
their electricity in advance, but sometimes have
to supplement this with more expensive supplies
to meet short-term demand. With customers’
agreement, we will use our technology to
monitor the peaks and troughs of this short-term
demand and operate their EV chargepoints at
the optimum moments when their EV is plugged
in. We do this while always ensuring that their
vehicles are fully charged when they need
them to be.
Chief Executive Officer’s statement
continued
Strategy
Mission
Vision
Purpose
Focus on UK Home and Workplace,
plus capital-lite International
Drive Energy Flex Value & Recurring
Revenue
Cost Out
Make living with an EV easy and affordable for everyone
Powering up 1 million customers in a profitable network
Growth:
Revenue CAGR > 20%
4x increase by 2030
Recurring value:
High margin Recurring Revenue 25% of
total by 2030
Profit & Cashflow:
Adj EBITDA b/even in 2026
Cash generative in 2027
Powering up:
delivers significant growth and value
This will help the energy companies reduce
purchases of short-term supplies of electricity at
inflated prices, and we will share the savings with
our customers. Ultimately, the aim is to make
Energy Flex bi-directional, which means we will
sell electricity from the car battery back to the
grid when prices are advantageous. Again, the
benefits will be shared with customers, which
we reflected in our expectation of £40-50 of
per annual value to Pod Point. We saw the first
revenues from Energy Flex at the end of 2023.
These were small but significant – because they
proved that the concept works.
Driving shouldn’t cost the earth
Governance
Financials
13
Pod Point
Annual Report and Accounts 2023
Strategic Report
Funding: sufficient to deliver
our strategy
The Group has sufficient funding to execute its
strategy and we upgraded our expected year
end 2023 to a final cash position of £48.7 million.
We expect positive cash flow in 2027.
EDF, the Group’s largest shareholder, has shown
its support of the Group’s new strategy and has
provided a five-year credit facility of £30 million
to provide additional funding headroom. We do
not anticipate drawing on the facility in 2024.
Looking ahead
The market is likely to remain challenging with
increased consumer uncertainty in anticipation
of potential changes to UK Government policy
and ongoing volatility in private new EV demand.
However, the UK market should see significant
tailwinds from the zero emission vehicle (‘ZEV’)
Mandate legislation that requires auto
manufacturers to materially increase ZEV sales
mix, from 22% in 2024 to 38% by 2027 and 80%
by 2030.
Pod Point will focus on the operational execution
of our new strategy, which will include the orderly
exit of some non-core parts of our existing
business. 2024 will be a transition year for the
Group, reflecting the impact of these exits and
only a part-year of the anticipated £6 million of
annualised cost savings.
We gave clear financial guidance and
operational targets for 2024 at our Capital
Markets Day in November 2023 and I am
pleased to confirm that we are well on track to
achieve these targets. We will soon have Solo 3S
in market and have upgraded our guidance on
Flex revenues in 2024 to be at least £0.3 million.
Chief Executive Officer’s statement
continued
4.6/5
Customer rating
Reviews.io
On a personal level, it has been a privilege to
lead a close-knit group of colleagues working as
one focused team to refresh, refocus and ready
our business for the challenges ahead. Together,
we have ensured that Pod Point is well-positioned
for the future. The appointment of Melanie Lane
as permanent CEO with effect from 1st May 2024
was announced on 20th February 2024, and I
look forward to working with her as she continues
the implementation of our strategy. In the
meantime, I am excited to continue playing my
part in the future of this great Company, as Chair,
as we navigate the next stage of our journey.
Andy Palmer
Chief Executive Officer
Governance
Financials
14
Pod Point
Annual Report and Accounts 2023
Strategic Report
Our marketplace
Market context
Our markets
The strategy that we announced in November
creates for us greater focus on markets where
we believe we have our strongest capabilities
and a right to win. This leads to our core
markets as:
1) UK Home
2) UK Workplace
3) International Home
4) Energy Flex and Recurring Revenue
Our refreshed strategy has
been shaped by a clear-eyed
view of where we see the
most attractive growth
opportunities. This is based
on an assessment of each
of our markets based on
new research and the most
recently available data.
Market growth drivers
EV market growth
2023 saw continued growth in the EV market,
although there was a sharp contrast between
private customer demand, which was sluggish,
and robust fleet demand. The implementation
of the ZEV Mandate will further advance EV
demand, as manufacturers have mandated
sales mix targets for ZEVs, rising from 22% in
2024 to 38% in 2027 and 80% in 2030.
While the UK vehicle market is facing some
economic headwinds, it remains one of the
largest in Europe, ranking third in terms of total
vehicle sales in 2023.
In 2023, new registrations of PiVs increased by
24% compared to the previous year. SMMT data
shows that sales of PiVs rose to 455,998 from
368,618 in 2022. Battery electric vehicle (BEV)
sales provided growth of 18%, with sales rising to
314,687 from 267,204 in 2022. The vast majority
of this growth was within the fleet market,
supported by the benefits of salary sacrifice
schemes. Private demand was flat.
Several factors are driving growth in EV sales,
and therefore the demand for EV chargepoints:
Shifting consumer preferences and economics:
in 2022, Lease Plan published a White Paper
concluding that in terms of total cost of
ownership, a threshold had been passed in
favour of the EV v the ICE. Since then, the
prices of EVs have continued to show a
downward trend
As drivers become more environmentally
aware, so do the environmental advantages of
EVs become more pertinent. At the same time,
barriers to EV adoption are being overcome,
and the significantly better performance,
simplicity and all-round convenience of EVs
are capturing the public imagination. All of
these factors are seeing demand for EVs grow
EV uptake is exceeding government targets
in its plan for net zero
As EV sales increase, so too does the demand
for chargepoints – and we are seeing repeated
calls from industry to increase public provision
as well as consistent demand for home
chargers. Even if the public debate appears
to be focused on public chargers, the vast
majority of EV charging activity takes place
at the home or workplace
Auto manufacturer product strategy: these
investments, combined with wider factors, will
yield large volumes of EVs, which will guarantee
a strong supply of EVs in years to come.
Together with incremental gains in energy
density and vehicle efficiency making EVs more
compelling, the economies of scale from mass
market production of EVs are set to make
batteries, and thus EVs, much more affordable
Governance
Financials
15
Pod Point
Annual Report and Accounts 2023
Strategic Report
Market context
continued
Workplace demand
Workplace is driven by cost savings, government
regulation and corporate governance trends.
The combination of regulatory requirements
and government grants are driving demand
for workplace chargepoints.
From 1st June 2022, all new non-residential
buildings with more than ten parking spaces
must have at least one charging point and cable
trays for one in five (20%) of the total spaces.
At the same time, all non-residential buildings
undergoing major renovation with more than
ten parking spaces must also have at least
one charging point and cable trays for one
in five spaces. This obligation supports the
UK Government’s desire to speed up the
energy transition.
To cover the cost of supplying and installing
their chargepoints, businesses can apply to the
government’s Workplace Charging Scheme.
This voucher scheme covers up to 75% of the
total cost of purchase and installation (including
VAT), up to a maximum of £350 per socket or
40 sockets across all sites per applicant.
There is a huge national car park to be converted.
International markets
The UK is an advanced market in terms of
EV adoption, but there are other huge markets
nearby that are in an earlier state of evolution.
France is a similar sized economy to the UK
but has EV penetration around 20% lower. The
Spanish market has penetration lower at around
40%, and Italy is at adoption levels of around only
half of the UK. These markets, among others,
represent substantial opportunities with
competitive dynamics at an early stage.
Out of our market analysis, it emerges that
France, Spain, Belgium, and Italy are the most
attractive European markets for Pod Point, based
on a series of criteria around attractiveness of
market and ease of entry. Attractiveness includes
size of EV market out to 2030, current EV
adoption rates, and ability to offer Energy Flex.
Ease of entry includes presence of EDF, product
compatibility, and regulatory considerations.
Energy Flex market
Energy Flex is a huge market already, which the
Company estimates to be worth around £2 billion
in 2024 in the UK. It has multiple segments,
accessible for Pod Point.
The addition of an EV typically will double a
household’s electricity usage. This is a huge
challenge at the national level. In parallel with this,
there has been rapid growth in the contribution of
wind and solar power to our national grid, which
are both more volatile. The UK is also behind on
its targets to build more power infrastructure.
Due to the increasing demand for electricity
and the growing supply of renewable energy,
the value of the grid load management and
energy flex market is set to double by 2030.
We are well-placed to address this growth
opportunity. Pod Point has already established
itself as an emerging player in this exciting
market, delivering our first revenues in 2023.
We have delivered flex in two markets during
2023 and have signed multiple partnerships
with key players, including EDF, Centrica and
UK Power Networks.
Vehicle to grid and home battery will add to this
value. While at an early stage, we are exploring
flexing other devices and have a memorandum
of understanding in place with Gotion InoBat to
offer home battery solutions, which could offer
bi-directional charging.
Governance
Financials
16
Pod Point
Annual Report and Accounts 2023
Strategic Report
Market context
continued
Government regulation and support
Government policy has been in the news,
but some things have not changed.
Following its 2022 consultation, the UK
Government announced the terms of the ZEV
Mandate, which will set minimum numbers of
ZEVs that OEMs must provide from 2024 to
2030 to ensure a relatively smooth uptake.
This should support steadily growing demand
for chargepoints in due course. This came into
UK law on 3rd January 2024.
Preferential Company car tax benefit-in-kind
(BiK) rates will be held at just 2% out to 2025,
growing by 1% a year to 2028, maintaining a
potent and successful incentive to company
car drivers.
The government has softened its commitment
to the 2030/35 phase-out dates for the last sales
of new ICE and hybrid vehicles, respectively.
Furthermore, in 2022, the European Union and
other governing bodies have introduced similar
ICE phase-out measures, furthering the
likelihood of the target being met as OEMs will
have to electrify vehicles across their markets.
But, the ZEV Mandate remains, and overall
progress driven by consumer behaviour is
a parallel and equivalent engine for growth.
1
million
EVs on the UK’s roads
18
%
Increase in BEV sales in 2023
226,000
Pod Point chargepoints installed
and able to communicate
Governance
Financials
17
Pod Point
Annual Report and Accounts 2023
Strategic Report
Pod Point Annual Report and Accounts 2023
Business model
Pod Point is here because driving shouldn’t
cost the earth. Our vision is to power up
1 million customers in a profitable network.
Our mission is to make living with an EV
easy and affordable for everyone.
The way we will deliver on these outcomes is through a
refreshed strategy with some key areas of focus. Central
to this is a differentiated strategy with a reinforcing virtuous
circle of competitive advantage.
Our refreshed and focused strategy
We have completed a fundamental review of our markets,
key strengths and ability to win. This leads us to focus on
our strategic priorities:
1) UK Home
2) UK Workplace
3) International Home
4)
Energy Flex and Recurring Revenue
5) Cost Efficiency
We are managing an orderly exit from some segments,
including fleet depot, public charging networks, destination
charging and rapid charging.
This means we will focus our attention on where we see
the greatest growth potential and the strongest financial
returns. Home and Workplace represent around 70% of the
market demand for chargepoints. These are the segments
with longer vehicle dwell times and therefore create the
greatest value in grid flexibility services. This will build a
recurring revenue stream and a customer base of enduring
lifetime value.
Our differentiation and competitive advantage
As market leader, we have a number of key strengths.
We are a trusted brand, with the largest network of long-dwell
customers, which enables us to drive recurring revenue from
the Energy Flex value of that network. These strengths are
reinforced by the capabilities of our relationship with EDF.
This forms a virtuous circle driving a growing total of customer
lifetime value. The size of our network gives us economies
of scale, driving more flex value, which reinforces our brand
proposition and marketing resources, which in turn allows us
to acquire more customers, and extend our lead as the
largest network.
And so the cycle continues…
Our purpose is clear
Governance
Financials
18
Pod Point
Annual Report and Accounts 2023
Strategic Report
Business model
continued
Our overarching focus is around longer
dwell times:
our products are perfect for
customers who will charge their EV over
an extended time period. Home and
Workplace represent the two core
segments where this is true. Long dwell
times gives us the potential to leverage
the value of our network for Energy Flex.
We are aiming at market segments with the greatest growth
opportunities combined with our ability to win:
Home and
Workplace represented two-thirds of the total installations in
2023 and are expected to account for 60% to 70% of the installations
in 2030, delivering significant volume growth. Our trusted brand and
attractive product underpin our success in these market segments.
The UK Home market involves direct to consumer,
housebuilders and wholesale:
Pod Point has a broad and diverse
range of partnerships to provide routes to market. We are building
up our direct-to-consumer capabilities via consumer websites,
referral agreements, and marketing channel management.
Housebuilders, car manufacturers, car dealerships and leasing
companies are all key in reaching customers.
UK Workplace involves car parks in office locations and related
areas:
customer hardware requirements are similar in Workplace
and Home, and our chargepoints are installed in office car parks.
International Home refers to carefully selected markets with
entry in capital-lite and operational-lite models:
we will enter
two European markets during the course of 2024, leveraging our
relationship with EDF and their distribution partners.
What we do
Governance
Financials
19
Pod Point
Annual Report and Accounts 2023
Strategic Report
Business model
continued
Our revenue
streams
We do managed install:
We provide chargepoints to end-customers,
with an end-to-end service that includes project
planning, groundworks, power supply, installation,
commissioning and service. Our quality of service
is known to be excellent with Pod Point having
been awarded Which? Trusted Trader approved
status for our installation service.
We do supply only:
We provide chargepoints to distribution
partners such as large wholesalers supporting
the contracting industry, as well as major
housebuilders. These partners will install
our chargepoints to the walls of residences
nationwide, supported by Pod Point through
its Installer App.
We do Recurring Revenue for homes
and businesses:
We offer extended warranties, and data services,
and we create a revenue share where our
network generates charging income for partners.
We do Energy Flex:
2023 saw the first revenues for Pod Point from
Energy Flex, taking advantage of our large
network of chargepoints. We have signed a
number of commercial agreements to offer
Energy Flex solutions in several of the energy
markets, including balancing market, local
distribution network operators (‘DNOs’) and the
wholesale market. We already have partnerships
in place with UK Power Networks, Centrica, EDF
and Axle Partners.
Owned Assets continue to deliver revenue
and profit:
While no longer a strategic priority, we own a
profitable network of AC and DC chargepoints,
which are operated in Tesco car parks. We receive
media revenues and an electricity usage tariff.
Having made the upfront capital investment in
these assets, we continue to benefit from the
profit and cash contribution from these assets.
Governance
Financials
20
Pod Point
Annual Report and Accounts 2023
Strategic Report
Business model
continued
Our strengths
Market leadership:
Pod Point, with over 226,000 chargepoints
installed and able to communicate, has the largest installed
network in the UK. This network provides critical mass for
Pod Point in the Energy Flex market.
The brand and its attributes:
Pod Point is the leading UK brand
with high levels of awareness, trust and brand consideration, along
with strong and resilient attributes around ease of use, reliability
and affordability.
Our partnerships and routes to market:
We have established a
strong, broad and diverse sets of partnerships that provide multiple
routes to market. Partners include leading automotive OEMs,
housebuilders, leasing companies and car dealers.
Our relationship with EDF:
We are reinforcing our key advantage
via EDF, in terms of capital-lite distribution in international markets
and building expertise in the Energy Flex markets. Furthermore,
EDF has provided a £30 million credit facility, enhancing our
financial flexibility and resilience.
Our established capability in a growth market and a critical
industry:
Charging infrastructure is increasingly critical to the UK’s
automotive and energy future. Our proven ability to work at scale
and our strong service capability mean that we’re particularly
well-placed to seize the opportunities ahead.
Diverse, mission-driven and brilliant people making our vision
a reality:
At Pod Point, our people drive our mission – and vice
versa. Our teams make up a highly capable and resilient
organisation able to complete a truly impressive array of tasks,
including the design, outsourced manufacturing, and installation of
chargepoints and associated systems.
Governance
Financials
21
Pod Point
Annual Report and Accounts 2023
Strategic Report
Business model
continued
Our stakeholders
Our customers are EV drivers, organisations,
energy industry players, OEMs, fleet owners,
third-party installers/wholesalers and
Pod Point chargepoint owners, and they’re
at the heart of everything we do and how
we do it. Our primary aim is always to
provide them with the highest levels of
service, innovation and reliability so that
they trust us, recommend us and keep
coming back to order more chargepoints
and services.
We strive to create a diverse working
environment where our people fulfil their
potential, feel valued at all times, and
embody Pod Point’s culture and values.
We aim to deliver shareholder value over
the long term and engage regularly with
our shareholders. This not only ensures
that investors understand our strategy,
objectives and progress, but also enables
our Board to access the wealth of experience
and expertise that our major shareholders
can provide.
We work closely with a number of key
partner organisations, which play a vital role
in supporting us in our purpose that driving
shouldn’t cost the earth. These partners
include our manufacturing partner Celestica,
together with our long-serving partner iPRO
– the manufacturers of our in-house
designed and branded AC chargepoints,
and our selected chargepoint installation
partners.
Our purpose is that driving shouldn’t cost
the earth, by helping people switch from
ICE vehicles to EVs and by looking at our
own impact on the environment. Our
mission is to make living with an EV easy
and affordable for everyone. We’ve already
played an important role in developing the
UK’s EV charging infrastructure – and now
we’re poised to do even more.
Customers
People
Shareholders
Partners
Society
Governance
Financials
22
Pod Point
Annual Report and Accounts 2023
Strategic Report
Our strategy
Powering Up: our refreshed
and refocused strategy
Our business model remains the platform that enabled us to become one of the UK’s leading providers of EV chargepoints.
We continue to expand operations and improve our operational delivery. Supported by a strong liquidity position, we’ll be
delivering on our key strategic priorities:
This means we will focus our attention on where we see the greatest growth potential and the
strongest financial returns. Home and Workplace represent around 70% of the market demand for
chargepoints. These are the segments with longer vehicle dwell times and therefore create the greatest
value in grid load management and energy flexibility services. This will build a recurring revenue stream
and a customer base of enduring lifetime value. This means we will be moving away from new business
in historical segments, such as fleet depot, destination/public charging and multi-tenancy.
We are a trusted brand, with the largest network of long-dwell customers, which enables us to drive
recurring revenue from the Energy Flex value of that network. These strengths are reinforced by the
capabilities of our relationship with EDF.
This forms a virtuous circle driving a growing total of customer lifetime value. The size of our network
gives us economies of scale, driving more flex value, which reinforces our brand proposition and
marketing resources, which in turn allows us to acquire more customers, and extend our lead as
the largest network.
Our strategy is based on the synergies that exist across UK Home and Workplace in the product
specification and production economics, and across UK and International Home markets, where
economies of scale in production exist by driving greater volume of units.
UK Home Leadership
UK Workplace
International Home
on a capital-lite model
Energy Flex and
Recurring Revenue
Cost Efficiency
Governance
Financials
23
Pod Point
Annual Report and Accounts 2023
Strategic Report
UK Home Leadership,
UK Workplace and
capital-lite International
Home expansion
Focus on core strengths and incremental volume.
This means significant activity in a number of areas to deliver:
Refreshed product that is solar and OCPP compatible
Product development across UK, International, Home and Workplace
that maximises cost advantage from a common product core
Improved sales and marketing capabilities
Expanding and deepening partnerships that improve our distribution
Multiple product innovations around the themes of
Convenience
Reduced cost
Reduced carbon
New and frictionless home chargepoint ordering process
Building incremental volume through capital-lite international expansion,
initially leveraging EDF distribution capabilities
Our strategy
continued
Governance
Financials
24
Pod Point
Annual Report and Accounts 2023
Strategic Report
We now have over 226,000
chargepoints installed and
able to communicate, up 16%
on 2022, and across that
growing network the recurring
revenue potential includes
services such as:
Managing load by controlling the flow of
energy into EVs on a national and local level
and selling these services into energy industry
players, sharing some of the cost benefit with
our customers while optimising the UK’s
energy supply costs
Helping energy suppliers optimise their
wholesale costs by managing their demand
during half-hourly settlement periods
Helping customers choose the best electricity
tariff for their home and EV charging,
and receiving benefit when they move
to new suppliers
Energy Flex and
Recurring Revenue
With so many consumers moving to a reliance
on electricity for their driving, as well as
potentially for heating, we’re going to see a
significant increase in the demand for electricity
across the UK. Amongst other activities, we’re
building our network of chargepoints and
associated technology to carefully manage how
energy flows into the nation’s electric cars. This
technology will enable us to provide commercial
balancing services into the national grid and/or
for distribution network operators. We expect to
do this in a way which doesn’t adversely affect
the EV driver and their charging experience.
Our chargepoints are already smart, so we’ll
be building software to enable them to work
in harmony with the grid at both a local and
national level.
We have done some groundbreaking flexibility
services deals, such as with Centrica and UK
Power Networks, with more to come across
more segments of the Energy Flex markets.
We will be working with more partners and EDF
to build the trading systems that will interface
with all parts of the Energy Flex market.
During the year, we enhanced our Technical
team to enable this, and have made various
improvements to our systems in preparation
for using our network for the purpose of grid
load management and Energy Flex income.
We’ll continue to invest in our software to
support this huge growth opportunity, including
the development of our consumer proposition
app that shares flex benefits with the consumer.
Our strategy
continued
Aside from Energy Flex we have other ongoing
streams of Recurring Revenue. We’ll continue
to develop them further.
Continuing areas of focus include:
Continue building revenue per chargepoint
potential across our legacy public charging
network
Expand our workplace commercial recurring
revenue streams with better sales and service
to our customers
At present, we charge network fees to our
commercial customers to keep their smart
chargers connected to our consumer-facing
information system (known as the Site
Management Service), and back-end
management information systems.
Our strategy is to carry on scaling the number of
smart chargepoints connected to our systems,
and then build additional and incremental
recurring revenue services.
£
39
k
First Energy Flex revenue
Governance
Financials
25
Pod Point
Annual Report and Accounts 2023
Strategic Report
Cost Efficiency and
cost out programme
The focus on the Home and
Workplace segments will allow
the Group to streamline its
operating model and reduce
cost of goods, operating costs
and product development
costs. The Group launched
its cost reduction programme
before the end of 2023,
with savings commencing
during 2024 and being fully
achieved in 2025. To fund
the transformation we expect
non-recurring total cash costs
of £5 million across 2024.
The core areas of cost savings and efficiency
improvements are:
Anticipated 500bps improvement in gross
margin by the end of 2025
Overhead annualised cost saving of
£6 million, to be fully achieved by 2025
Future growth initiatives will take advantage
of partners’ existing infrastructure and
capabilities and will require limited investment
by Pod Point, with its new ROI-focused approach
to investment decision-making. Expansion into
new international markets will require limited
additions of overhead, e.g. a small European
wholesale team, and will leverage existing new
product specifications. Energy Flex and other
recurring revenues will leverage existing
capabilities within the Group.
Our strategy
continued
Governance
Financials
26
Pod Point
Annual Report and Accounts 2023
Strategic Report
Chief Financial Officer’s statement
A refreshed and refocused
strategy announced
in November marks
the beginning of a
period of change and
transformation that will
extend into 2024.
David Wolffe
Chief Financial Officer
Governance
Financials
27
Pod Point
Annual Report and Accounts 2023
Strategic Report
Income statement
2023 has been a year marked by a change in
trajectory. A change of leadership in the middle
of the year, and a refreshed and refocused
strategy announced in November, marks
the beginning of a period of change and
transformation that will extend into 2024.
As a result, our trading and financial
performance reflected a mixed picture.
The performance headlines of the business
clearly present a challenging overall picture,
but one that masks several areas of positive
progress with total revenue declining to
£63.8 million from £71.4 million in 2022, a
year-on-year decrease of 11%. Whilst revenue
in our UK Home segment declined year-on-year
due to the removal of the OZEV grant, which
greatly benefited FY2022 performance,
encouragingly we saw revenue growth across
all our other segments. We also generated our
first revenue from Energy Flex, demonstrating
progress against one of our key strategic
objectives.
Across the year, we saw a marked revenue
improvement during the second half. Within
a year that was down overall 11%, the first half
declined by 26% on 2022, but this turned around
to a growth of 11% year-on-year in the second
half, driven by improved performance in Home.
Whilst revenue declined, our gross profit
increased by £2.6 million to £19.2 million, and
our overall gross margin percentage improved
by 7ppts year to year to 30.2%. This was due to
improvements in our supply chain, operational
efficiencies, and a higher mix of business
coming from higher margin revenue streams,
for example the growth in our UK Distribution
business unit.
30
%
Gross profit margin
Chief Financial Officer’s statement
continued
Summary income statement
Year ended
31st December
2023
£’m
Year ended
31st December
2022
£’m
Year-on-
year change
Total revenue
63.8
71.4
(11%)
Gross profit
19.2
16.6
16%
Gross margin
30.2%
23.2%
7.0ppts
Adjusted EBITDA
(15.3)
(7.0)
(8.3)
Loss before tax
(83.2)
(19.9)
(63.3)
Closing cash
48.7
74.1
(25.4)
Over the period, we continued to invest in
overhead areas to support and drive future
growth, focused on sales and marketing,
customer service and other support functions.
This moved the business to an adjusted EBITDA
loss of £15.3 million in 2023 (2022: £7.0 million loss).
After further capital investment of £12.3 million,
including £11.5 million in software and product
development and £0.5 million in owned assets,
2023 year-end cash and cash equivalents were
£48.7 million compared to £74.1 million at the
end of 2022.
Unadjusted losses after tax increased to
£83.4 million in 2023 (2022: £20.2 million).
Adjusted EBITDA losses increased in 2023 to
£15.3 million from £7.0 million in 2022.
Depreciation, amortisation and impairment costs
totalled £64.0 million in 2023 (2022: £7.7 million).
Net finance income was £1.2 million (2022: £0.1
million). Adjusted EBITDA is defined as earnings
before interest, tax, depreciation, amortisation
and impairment charges, 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. This
measure has been separately identified by
the Directors and adjusted to provide an
underlying measure of financial performance.
The reconciliation is set out in note 4. Note 8
provides a summary of the amounts arising
from the large corporate transactions and
restructuring costs.
The Group’s revenue is generally derived from
sales of its goods and services and is classified
under one of the following: (i) UK Home, (ii) UK
Commercial, (iii) UK Distribution, (iv) Owned
Assets and (v) Energy Flex. The Group generates
its revenues from the installation and operation
of EV chargepoints in the UK. Revenue is
typically recognised on completion of an
installation, in stages for larger installations
or upon delivery of a chargepoint where a
customer does not require installation services.
Governance
Financials
28
Pod Point
Annual Report and Accounts 2023
Strategic Report
Business segment review
The following table sets out the revenue for each of our business segments for the years ending
31st December 2023 and 2022:
Chief Financial Officer’s statement
continued
Below, we review each of our business segments,
including revenue drivers and gross margin:
UK Home business segment
We saw revenue in our UK Home business
unit decline to £27.0 million from £41.4 million
in 2022; this represented a 35% year-on-year
reduction. This was primarily due to the
cessation of the OZEV grant during the
first half of 2022
New PiV registrations increased 24% to 455,998
in 2023 from 368,616 in 2022, primarily driven
by the fleet market rather than private
customer demand. Despite this increase
in the market, our Home revenue declined,
which was disappointing
While revenue declined by 54% comparing
H1 2023 to H1 2022, we saw H2 2023 improve
by 3% compared to H2 2022, indicating
an improving trajectory on performance.
In addition, we also saw some forward
The total number of sites installed at the period
end increased to 598 from 570 at the end of
2022. The total number of chargepoints
installed at the period end increased to 1,337
from 1,271 at the end of 2022, including 142 DC
rapid chargepoints at the end of 2023
compared to 132 at the end of 2022
This increase in revenues and chargepoints
helped to increase gross margin in 2023 to
£2.5 million compared to £2.3 million in 2022 –
an increase of 8%
Percentage gross margin in 2023 decreased
to 29.5% compared to 54.0% in 2022 – due to
a change in mix towards lower margin tariff
related income
Gross capital deployed on assets increased
to £7.0 million at the end of 2023, compared
to £6.5 million at the end of 2022
Energy Flex business segment
We generated our first revenues in our new
Energy Flex business unit; this was £39,000
revenue in Q4 and represents a key step
forward against one of our strategic objectives
discussed in the Capital Markets Day
This revenue was generated from
participation in local grid flexibility schemes
with the DNOs
Cost of sales
Cost of sales principally comprises the cost
of chargepoints and related parts installed,
other installation costs such as trench digging,
electrical cable running and parking bay
markings and the cost of labour, which includes
both in-house staff and third-party contractors.
Where a commercial installation is incomplete
at a period end, we accrue revenue and cost of
sales according to the percentage completion
of the project.
Where we own and operate a chargepoint and
charge customers to charge their vehicles, the
costs of the related electricity and credit card/
momentum across the year with H2 2023
revenue 17% higher than H1 2023
The number of Pod Point home chargepoints
installed fell to 33,513 versus 53,964 in the full
year of 2022
Percentage gross margin in 2023 increased to
28.1% compared to 19.2% in 2022; this increase
was driven by improvements to our supply
chain and an increase in our average revenue
per installed chargepoint to £805 from £767
in 2022
Gross profit was £7.6 million in 2023, only down
5% (2022: £8.0 million) with lower revenue
partially offset by improvements in gross
margin percentage
We renewed a number of key customer
contracts during the year including Mercedes
and JLR, and now have over 65 operational
fleet accounts with businesses including
Coca-Cola and DHL
UK Commercial business segment
We delivered a strong performance, with
revenue of £23.0 million compared to
£21.5 million in 2022, an increase of 7%
Number of chargepoints installed was 5,231
compared to 5,781 in 2022
The increased revenues and improvements to
our supply chain helped to increase total gross
margin in 2023 to £6.1 million, compared to
£4.1 million in 2022 – an increase of 48%
Percentage gross margin increased from 19.1%
in 2022 to 26.3% in 2023 – an improvement of
7ppts that was driven by improved operational
efficiency and aforementioned
We won or renewed several key customer
contracts during the year, including Cemex
and Genuit
We will be moving away from new business
in our historical segments, such as fleet depot,
destination/public charging and multi-tenancy
UK Distribution business segment
We delivered a strong performance,
with revenue of £5.4 million compared to
£4.3 million in 2022, an increase of 26%
The increased revenues helped to increase
total gross margin in 2023 to £3.1 million,
compared to £2.2 million in 2022 –
an increase of 39%
Percentage gross margin increased from
52.5% in 2022 to 57.8% in 2023, a 5ppts
improvement reflecting reductions in
supply chain costs
We won or renewed several key customer
contracts during the year, including
Barratt Homes, Bellway and Taylor Wimpey
Owned Asset business segment
We delivered a strong performance with
revenue of £8.4 million compared to
£4.2 million in 2022, an increase of 97%
Year ended
31st December
2023
£’m
Year ended
31st December
2022
£’m
Year-on-
year change
UK Home
27.0
41.4
(35%)
UK Commercial
23.0
21.5
7%
UK Distribution
5.4
4.3
26%
Owned Asset
8.4
4.2
97%
Energy Flex
2
0.0
Total
63.8
71.4
(11%)
1.
2022 figures restated for the new segment definitions
2. Energy Flex revenue in 2023 was £39k
Business segments revenue
1
Governance
Financials
29
Pod Point
Annual Report and Accounts 2023
Strategic Report
banking transaction fees are included in cost
of sales. Cost of sales decreased by £10.3 million
(19%) from £54.8 million in 2022 to £44.5 million
in 2023. The decreased cost of sales was driven
by lower activity and non-recurring supply chain
costs in the previous year.
Gross profit
Total gross profit increased in 2023 to
£19.2 million compared to £16.6 million in 2022,
an increase of 16%. In addition, we saw gross
margin percentage increased by 7ppts from
23.2% to 30.2%.
Administrative expenses
Total administrative expenses, excluding
impairments, as disclosed on the Income
Statement increased to £51.4 million (2022:
£37.5 million), an increase of 37%.
FY2023 costs include an impairment charge
for goodwill and other intangible assets of
£53.2 million (2022: £0.6 million). The FY2023
impairment charge arises in our UK Commercial
and UK Distribution segments, in which certain
parts of the business have been declared no
longer core during 2023 as set out in the CEO’s
statement above. The impairment charge
reflects significant levels of goodwill and other
intangibles allocated to Commercial segments
at the acquisition of the Group by EDF, and the
reduced forecast cashflows from these
segments as our strategy has evolved.
The year-on-year increase in total administrative
expenses, excluding impairment, of £13.9 million
was driven by a number of factors including:
i)
A £3.1 million increase in depreciation
and amortisation, from £7.7 million to
£10.8 million, reflecting significant investment
in intangible fixed assets in the current and
prior year
ii) An increase of £2.7 million in exceptional
restructuring costs, from £0.1 million to
£2.8 million, reflecting actions taken
following the strategic review in late 2023
iii) A £1.9 million increase in marketing spend
year-on-year, as the Group targeted growth
in key segments
iv) A £6.2 million increase across staff and other
costs, as the Group invested in back-office
functions
Adjusted EBITDA
Despite the strong gross margin improvement,
increased administrative costs moved the
business from an adjusted EBITDA loss of
£7.0 million in 2022 to a loss of £15.3 million
in 2023.
Finance costs
Net finance income increased to £1.2 million in
2023 (2022: net finance income of £0.1 million),
as a result of increased interest on bank
deposits due to increased rates.
Taxation
The tax charge in 2023 of £0.2 million was
broadly consistent with 2022 at £0.3 million.
This relates to the Group’s above the line income
in respect of R&D tax credit claims.
Loss after tax
Operating loss before impairment of intangible
assets increased from £19.4 million in 2022 to
£31.2 million 2023 as a result of lower trading
performance as described above and
£2.8 million of exceptional costs related to
restructuring (up from £0.1 million in 2022).
When including impairment losses of
£53.2 million (2022: £0.6 million), as well as net
finance income and tax charge as described
above, losses after tax increased to £83.4 million
in 2023 compared to £20.2 million in 2022.
Earnings per share
Basic and diluted loss per share increased to
54 pence from 13 pence as a result of the
increased loss described above.
Dividend
We aim to prioritise the reinvestment of our
cash flows into the considerable opportunities
that exist for the growth of the business. With
respect to dividends, the Directors see these
as an important part of the capital allocation
policy at the appropriate time in the future, and
once commenced the Directors would anticipate
operating a progressive dividend policy.
Capital expenditure
During the period under review, we increased
investment in internally generated intangible
assets (software and hardware development)
to improve our product and service offerings
and invest in the platforms to drive future growth.
We continued to capitalise expenditure on
additions and improvements to our hardware and
software as new functionality and services were
developed. Total expenditure relating to internal
staff costs of £8.7 million was capitalised in 2023
compared to £5.7 million in 2022. Investment in
owned chargepoints (predominantly via our
Tesco relationship) reduced to £0.5 million
(2022: £1.9 million) reflecting the end of the
roll-out of chargepoints across the Tesco estate.
In addition we capitalised license fees, third-
party development, and other costs associated
with product development of £2.8 million
(2022: £4.2 million) and incurred £0.3 million
cost associated with computer equipment
(2022: £0.5 million). Making total capital
expenditure of £12.3 million (2022: £12.3 million).
Cash flow
Closing cash and cash equivalents were
£48.7 million (2022: £74.1 million).
Cash outflow from operating activities increased
to £12.8 million from £9.0 million in 2022. This was
the result of higher operating losses, partially
offset by an improvement in working capital
driven by tighter cash management.
£
19.2
m
Gross profit
£
15.3
m
Adjusted EBITDA
£
48.7
m
Cash
Chief Financial Officer’s statement
continued
Governance
Financials
30
Pod Point
Annual Report and Accounts 2023
Strategic Report
Cash outflows from investing activities were
£10.7 million, reflecting fixed asset additional
described above, offset by bank interest
receivable. In 2022 there was an investing
inflow of £38.2 million, including £50.0 million
of movements in short-term investments.
The underlying net outflow was £11.8 million.
Cash outflow from financing activities increased
to £1.8 million (2022: £1.3 million), in part due to
increased lease payments in respect of vehicles.
Balance sheet
Management of the balance sheet remained
strong. Working capital movements represented
a net inflow of £6.1 million across trade and
other receivables, inventory, deferred income,
trade and other payables and provisions.
Internally generated fixed assets grew as we
continued to build the software platforms that
will drive future growth.
Related party transactions
During 2023, transactions with related parties
included sale of goods of £0.2 million (2022:
£0.5 million) and purchase of goods of £0.5 million
(2022: £0.4 million). These transactions were
undertaken with EDF Group companies.
Additionally, EDF has provided a £30 million
credit facility to the Group. There were no other
transactions with significant shareholders.
Going concern
In adopting a going concern basis for the
preparation of the financial statements, the
Directors have made appropriate enquiries and
have considered the Group’s business activities,
cash flows and liquidity position as set out on
pages 17 to 21 and in note 22 to the financial
statements, and the Group’s principal risks and
uncertainties as set out on pages 81 to 89, in
particular economic and competitive risks.
The Directors have taken into account
reasonably possible future economic factors in
preparing and reviewing trading and cash flow
forecasts covering the period to 30th April 2025,
being over 12 months from the date of approval
of these financial statements. This assessment
has recognised the significant loss and cash
outflow in FY2023, and the actions management
has taken and has planned in FY2024 to
implement the Group’s change in strategy
as set out on pages 22 to 25.
The Group is expected to continue to experience
negative cashflows between 2024 and 2026,
before becoming cash generative in 2027. The
Directors are of the view that the plans in place
are realistic and achievable.
This assessment has taken into consideration
sensitivity analysis as set out below and the
steps which could be taken to further mitigate
costs if required. Mitigations which are available
and entirely within the control of the Group
include a reduction in investment in brand
marketing expenditure, delays in investment
in new technology not expected to be in use
during the assessment period, and reductions
in expenditure on the Group’s support functions
to match any reductions in demand levels.
Since the Group has not made commitments
to carbon emission reductions which, if
implemented, would have a significant cost
implication (as explained on page 57 of the
Strategic Report), the impact of climate change
has not had a significant effect on the forecasts
considered.
In satisfying themselves that the going concern
basis is appropriate, the Directors have
considered following key sensitivities to the
base case forecast listed below. In assessing
the impact of a reasonably possible downside
scenario, the Directors have modelled the
combined impact of those sensitivities set
out below.
The Directors consider a scenario where
these sensitivities occur in combination is unlikely,
but not remote. A scenario where some of these
sensitivities occur, but not others, would therefore
be upsides against the scenario considered.
i)
A sensitivity related to economic risk factors,
reflecting a general reduction in economic
confidence or reduction in willingness of
individual and corporate customers to incur
discretionary cost, or reduction in expected
rates of adoption of EVs. This sensitivity
results in a fall in forecast revenues of 5%
resulting from a decrease in UK installations
resulting from lower than expected market
demand for EVs
ii)
A reduction of 1% in revenue during the
assessment period
iii) In addition to sensitivity (i), a further fall
in forecast revenues of 5% resulting from
a decrease in UK installations, resulting
from lower than expected market share
performance by the Group, due to realisation
of risks arising from competitive pressures or
to the Group’s own execution performance
iv) An increase in forecast cash outflow of 4%
resulting from a three-month delay in
realising cost savings anticipated under
Group’s change in strategy
v) A sensitivity to supply chain risk, with an
increase of 1% in total cost of sales due to
supplier cost increases which cannot be
passed on to customers
A sensitivity reflecting an increase in forecast
cash flow outflow during the assessment period
due to a six-month delay in scaling the Grid
business and the International business has
considered by the Directors but not been
reflected in the assessment.
Despite the importance of Energy Flex and
International business to the medium and
long-term prospects of the Group, the Directors
111
MWh
of energy flex delivered
Chief Financial Officer’s statement
continued
Governance
Financials
31
Pod Point
Annual Report and Accounts 2023
Strategic Report
consider that this would not have a material
impact on the cash flows of the Group over the
assessment period, as those revenue streams
do not have a significant contribution to the
Group’s cash flows until later years, in line with
the strategy.
Mitigating actions available to the Group have
been considered as follows, resulting in a 25%
overall reduction in cash outflow, arising from
actions to delay or reduce:
i)
discretionary marketing spend (2%)
ii) investment in new product technology (8%)
iii) investment in internal systems (5%)
iv) working capital management (3%)
v) reduce overhead costs (7%)
The severe but plausible downside scenario
considered shows a limited, but still positive,
amount of available cash at the end of the
assessment period. This date is also the lowest
point within the assessment period. However,
the effect of mitigating actions leaves the
Group with positive liquidity throughout the
assessment period. In the event of a further
downside beyond the severe but plausible
scenario considered, the EDF facility is also
available to provide £30 million of further
liquidity headroom, in addition to those
mitigations identified by the Group.
Given the Group’s cash position at 31st December
2023 of £48.7 million, and mitigations available
in a downside scenario, the Group expects to
maintain a position of sufficient liquidity
throughout the forecast period to at least
30th April 2025, such that the Group does not
anticipate the need to take advantage of the
facility provided by EDF or to seek further
sources of finance during the assessment period.
In light of the Group’s current liquidity and the
results of the sensitivity testing conducted, the
Directors are satisfied that the Company, and
the Group as a whole, has sufficient funds to
continue to meet its liabilities as they fall due for
at least twelve months from the date of approval
of the financial statements and consequently
have prepared the financial statements on a
going concern basis.
Subsequent events
There have been no reportable events since the
balance sheet date.
Prospects and outlook
We continue to see sustained and strong growth
in the UK electric vehicle market, with 53,968
new plug-in vehicle registrations in January and
February 2024 – 24% up on the same period in
2023 and representing 24% of all vehicles
registered (up from 21% in 2023). We expect the
mix of vehicles to continue to shift to battery
electric vehicles as they increase their share of
plug-in vehicles. This primarily comes on the
back of more choice for consumers, with more
new battery electric models expected to be
launched in 2024 at more accessible price
points. With just over one million battery electric
vehicles sold, they still only constitute around
2.5% of total vehicles on the road, so the growth
potential for the business remains significant.
Electricity prices have reduced over the past
year but are still a concern for consumers and
businesses. However, we do not expect them
to materially impact sales of electric vehicles.
Rather, the ongoing running costs of electric
vehicles will in almost all cases continue to be
significantly cheaper than vehicles reliant on
internal combustion engines. Furthermore,
we see an increased pipeline of competitively
priced EV models coming onto the market,
which will further boost demand.
Despite Government announcements around
the delay of the ICE ban to 2035, we see the
ZEV mandate on automotive OEMs still in place,
which will be a forceful driver for the provision
of EVs and increasing EV adoptions. We expect
the Government to continue with reduced direct
fiscal incentives and to focus on indirect actions,
such as the changes to planning regulations
that require developers to include chargepoints
in new properties, and grants for workplace
chargepoints.
We anticipate continued subdued
macroeconomic conditions, slowing inflation,
an ongoing war in Ukraine and the Middle East,
energy price volatility and cost-of-living
pressures. Global supply chain challenges have
significantly eased through 2023 but conflict
zones could introduce new challenges.
Energy Flex is a huge market already, which
the Company estimates to be worth around
£2 billion in 2024 in the UK. It has multiple
segments, accessible for Pod Point. The addition
of an EV typically will double a household’s
electricity usage. This is a huge challenge at
the national level. In parallel with this, there has
been rapid growth in the contribution of wind
and solar power to our national grid, which are
both more volatile. The UK is also behind on its
targets to build more power infrastructure. Due
to the increasing demand for electricity and the
growing supply of renewable energy, the value
of the grid flex market is set to double by 2030.
We are well-placed to address this growth
opportunity. Pod Point has already established
itself as an emerging player in this exciting
market, delivering revenue and profit in 2023.
We have delivered flex in two markets during
2023 and have signed multiple partnerships
with key players, including EDF, Centrica and
UK Power Networks.
Chief Financial Officer’s statement
continued
33,513
Home chargepoints installed in year
5,231
Commercial chargepoints installed in year
399,000
CO
2
e avoided
Governance
Financials
32
Pod Point
Annual Report and Accounts 2023
Strategic Report
Given the significant future opportunity we
see in the coming years, we plan to continue
investing in our business broadly in line with
our newly focused strategy announced at the
Capital Markets Day in November 2023.
First, we will build on the market leadership
position in our UK Home business to drive further
growth in installation volumes and connected
chargepoints. Our strong brand and trust
positions us well to take this opportunity.
Second, we will continue to build our business in
Workplace commercial, a key growth segment
and one where our product proposition has
good fit.
Third, we will expand into International markets
in the Home segment, using operational-lite and
capital-lite tactics supported by the capabilities
of partnership with EDF. This will drive further
unit volumes and economies of scale.
Fourth, we will develop a high margin stream
of recurring revenue from the huge potential
in the Energy Flex market. This revenue stream
has already started to flow, and we have only
just begun to exploit the value of our connected
network and the various segments of the flex
markets. In addition, our legacy recurring
revenue streams from commercial customers
will continue and grow in line with our expansion
in workplace.
Finally, we will address the cost structure and
margin of the business with a range of cost out
initiatives that will reduce overhead and improve
margins. This will drive the business past
breakeven and into profitability over time.
We have a strong liquidity position and sufficient
cash which, in conjunction with the £30 million
facility from EDF, gives us confidence that
we can execute the strategy successfully.
We remain positive that our strategy will allow us
to maximise the opportunities presented to us
by the ongoing growth in electric vehicles.
David Wolffe
Chief Financial Officer
Chief Financial Officer’s statement
continued
Governance
Financials
33
Pod Point
Annual Report and Accounts 2023
Strategic Report
Key performance indicators
We measure our performance and progress against a series of financial and operational KPIs:
KPI
Year-on-year
change
Average revenue per home
chargepoint
Year to
31.12.23
Year to
31.12.22
805
767
+5
%
Total home chargepoints installed
and able to communicate
Year to
31.12.23
Year to
31.12.22
199,442
173,754
+15
%
Energy transferred across our
network
Year to
31.12.23
Year to
31.12.22
448GWh
367GWh
+22
%
Total chargepoints communicating
Year to
31.12.23
Year to
31.12.22
226,032
195,096
+16
%
KPI
Year-on-year
change
Annual revenue growth (£’000)
Year to
31.12.23
Year to
31.12.22
63,756
71,409
-11
%
Gross profit (£’000)
Year to
31.12.23
Year to
31.12.22
19,240
16,589
+16
%
Gross profit margin (%)
Year to
31.12.23
Year to
31.12.22
30%
23%
+7
ppts
Adjusted EBITDA (loss)/profit
(£’000)
(7,040)
Year to
31.12.23
Year to
31.12.22
(15,272)
-£8,232
Closing cash/short-term
investments (£’000)
Year to
31.12.23
Year to
31.12.22
48,743
74,103
-£25,360
CO
2
e avoided by Pod Point’s owned
and operated chargepoints being
used (ktonnes)
Year to
31.12.23
Year to
31.12.22
399
278
+44
%
Home chargepoints installed
Year to
31.12.23
Year to
31.12.22
33,513
53,961
-38
%
pp = percentage points
k = £’000
Financial KPIs
Annual revenue growth. As a growth business,
top-line revenue growth from year to year
represents the most effective measure of
customer and business success
Gross profit and gross profit margin, which
are calculated as total revenue less cost of
sales and total revenue less cost of sales
divided by total revenue, represented as a
percentage, reflect how well the business
manages the costs of its core installation
process and chargepoint supplies
Adjusted EBITDA (see page 163 for definition)
is a measure of the administrative costs
required to manage and scale the business
and an indication of how the cost base is
managed. While not an accounting measure,
under IFRS, it does allow comparisons with
different companies and sectors
Operational KPIs
Home chargepoints installed/shipped: the
number of chargepoints installed and shipped
in a given period
Average revenue per home unit: revenues
generated by home customers in the period
divided by the number of home chargepoints
installed and able to communicate during
that period
Chargepoints installed and able to
communicate at a period end (home and
commercial): the total number of
chargepoints we’ve installed or shipped since
the start of our operations which are able to
communicate via Wi-Fi or mobile connectivity
with our management information system
(the Smart Reporting system)
CO
2
e avoided by Pod Point’s owned and
operated chargepoints being used (tonnes)
calculated as the difference between:
carbon intensity of vehicles charged on
Pod Point network and Internal data of
energy transferred through communicating
chargepoints, multiplied by the UK
government CO
2
e average generation
intensity data for the relevant year (2023 –
0.270894 kgCO
2
e/kW, 2022 – 0.19338 kgCO
2
e/
kW)
Carbon intensity of equivalent miles driven in
an internal combustion engine vehicle: energy
delivered by Pod Point’s owned and operated
chargepoints multiplied by the average electric
vehicle energy use per kilometre (source
https://ecocostsavings.com/averageelectric-
car-kwh-per-mile/ and converted from miles
to km), multiplied by the UK Government
average CO
2
e per km for an average vehicle
then converting from miles to km (2023 –
0.33704 kgCO
2
e/mile, 2022 (average between
petrol and diesel) – 0.27465 kgCO
2
e/mile)
Electric driving powered by Pod Point’s owned
and operated chargepoints (million kilometres):
calculated based on internal Company data
on the energy supplied by communicating
Pod Point chargepoints, multiplied by the
weighted average of the top BEVs sold in
the last three years and their efficiency
Governance
Financials
34
Pod Point
Annual Report and Accounts 2023
Strategic Report
Environmental, Social & Governance
Pod Point’s Powering Up
strategy maintains sustainability
at the heart of our business
model and our mission continues
to engage our customers and
employees. We are still early
on our sustainability journey,
but 2023 saw significant progress
across our ESG goals taking us
one step closer to driving not
costing the earth.
Dr Margaret Amos
ESG Committee Chair
At Pod Point, sustainability remains core to our
business strategy and operations. Our products
are designed to combat climate change and our
positive environmental impact is achieved through
adoption and deployment of our technology at scale.
We continue to focus on enabling the decarbonisation
of the UK’s transport and grid, while integrating
sustainability into our day-to-day decision making
and activities. It is our ambition to have sustainability
embedded throughout the organisation, from product
design and engagement with our supply chain,
through to usage and end-of-life of our products.
This year, we set a target to halve our Scope 1 and
2 GHG emissions by end of 2026 – a significant
milestone. In this section of our report, we cover
our progress across environmental, social and
governance (ESG) considerations that impact our
business, as well as our plans for 2024 and beyond.
Governance
Financials
35
Pod Point
Annual Report and Accounts 2023
Strategic Report
Environmental, Social & Governance
continued
Our sustainability
strategy
Pod Point is built on the belief that driving shouldn’t cost the earth
– and this purpose drives our business and engages our
customers and employees.
We focus on continually improving the way
we operate and having the appropriate tools,
policies, and processes in place to secure a
long-term future. This covers all our material
impacts across the ESG spectrum.
Our goals vary across each ESG pillar and
can be summarised in the following terms:
Environment (E)
We focus on accelerating the adoption of
EVs, while reducing our impact on the planet.
We measure our impact (both positive and
negative) in terms of carbon and energy,
and through other environmental indicators.
Social (S)
We’re nothing without the skills and commitment
of our people, and we reward them with
excellent support and opportunities. Their health
and safety is of paramount importance.
Governance (G)
We continue to maintain and enhance our
governance and reporting capability via the
compliance monitoring framework.
Governance
Financials
36
Pod Point
Annual Report and Accounts 2023
Strategic Report
Environmental, Social & Governance
continued
This analysis, together with the stakeholder
feedback received, formed the basis for our
updated materiality matrix on which we will
focus our activities. We plan to regularly review
and refresh our materiality matrix, involving key
stakeholders and considering new challenges,
while still delivering on our sustainability
commitments.
Materiality
assessment
We recognise the importance
of reviewing and refreshing
our materiality assessment
The world is facing multiple environmental,
social, and economic challenges that need
business intervention. We use a materiality
assessment to prioritise issues that are most
material to our business and our stakeholders.
In 2023, we engaged more extensively with
our stakeholders around our materiality
assessment. We reached out to our employees,
Board members, shareholders, and suppliers.
In total, we engaged with over 55 stakeholders.
It was clear that the health and safety of our
employees and quality and safety of our
products were of utmost importance to all our
stakeholders and these areas retained their
status as high priority. Data security was also
recognised as a high priority, reflecting the
increased focus of our business on flex services
and accordingly has been added to our
material impacts list.
We reassessed each issue aligning with the
Powering Up strategy, using scale, scope and
irremediability to rank our material impacts.
We also considered financial materiality,
complementing our Taskforce on Climate-
related Financial Disclosures (‘TCFD’).
Linking to
Sustainable
Development Goals
Linked to
impact:
8
Linked to
impact:
9
10
Linked to
impact:
9
10
Linked to
impact:
4
6
Linked to
impact:
2
Linked to
impact:
3
5
Linked to
impact:
4
5
6
Linked to
impact:
1
2
Our material impacts
Environment
1
GHG emissions
2
Energy management
3
Waste and hazardous materials management
Product
4
Product design and lifecycle management
5
Materials sourcing and efficiency
6
Product quality and safety
7
Data security
Human capital
8
Health and safety
9
Engagement, diversity and inclusion
Governance
10
Business ethics
Significance of economic, social and environmental impacts
Importance to stakeholders (internal & external)
LOW
HIGH
LOW
HIGH
Reporting on request
Some reporting with KPIs where possible
Detailed reporting and KPIs
3
5
4
9
10
1
7
8
6
2
Governance
Financials
37
Pod Point
Annual Report and Accounts 2023
Strategic Report
Environmental, Social & Governance
continued
Our approach to
the environment
Environment
Enabling the journey to net zero
Global annual temperature rises exceeded 1.5°C
for the first time across 2023. Coming into COP28,
the UN warned that the world is on track to hit
around 2.7°C by 2100. And while COP28 achieved
a significant milestone in countries agreeing to
transition away from fossil fuels in energy
systems, with the window to hit the 2015 Paris
Agreement ambition shrinking, concerted
progress on decarbonisation is necessary.
But with the world facing multiple geopolitical
and socioeconomic challenges, attention and
resources are being diverted from overall
planetary health to addressing today’s crises.
According to the World Economic Forum, the
next decade will require governments and
businesses to act collectively, decisively and
with a long-term lens to shape a pathway to
a more positive world
1
.
In the UK, while the delay of the new ICE car
ban to 2035 was unwelcome, the ZEV Mandate
will require 80% of new cars and 70% of new
vans sold in the UK to be zero emission by 2030.
And Pod Point will be a key player enabling the
charging of those vehicles.
Our greatest sustainability impact and core
to our purpose at Pod Point is supporting the
decarbonisation of transport and the UK grid.
Our technology already avoids significant
emissions from transport by enabling the move
to electric vehicles (circa 399,000 tonnes of CO
2
e
in 2023). This year also marks a key milestone
at Pod Point as we participated in our first grid
flex event – helping decarbonise the UK grid.
Pod Point is in a unique position to encourage
our customers to make informed choices that
are better for the planet, whether that’s switching
to a renewable energy tariff or charging when
the grid is greener. We do this by showing that
living with an EV is easy and in fact our
customers find it a superior experience to their
fossil fuel alternatives. The 2023 Electric Vehicle
Association England survey found that 91% of
EV drivers have no intention of returning to a
petrol or diesel car.
Finally, we can’t ensure driving doesn’t cost
the earth without a commitment from us to
reduce our own emissions. We aim to source,
manufacture and install our chargers as
sustainability as possible, while selling as
many as we can.
These factors form the three key pillars of our
environmental strategy. We are aware that
change doesn’t happen overnight, so our three
streams (Inform, Influence and Impact) highlight
the journey we are on and together form our
nine-point strategy.
Enable
decarbonisation of
transport and grid
Inform:
Inform customers of the
benefits of EVs and flex
Influence:
Scale our charger
network and grid load
management capability
Impact:
Support efforts to
decarbonise the grid on
the journey to 2050
Encourage
customers
towards net zero
Inform:
Inform customers on how
they can reduce their
impact
Influence:
Provide data and tools to
help customers reduce
their impact
Impact:
Help our customers on
their way to net zero
Eliminate
our own
emissions
Inform:
Understand and
communicate our own
environmental impact
Influence:
Established climate and
sustainability programme
Impact:
Sustainability as BAU
1
https://www3.weforum.org/docs/WEF_Global_Risks_Report_2023.pdf
Governance
Financials
38
Pod Point
Annual Report and Accounts 2023
Strategic Report
How do we define our impact?
For Pod Point, the green transition creates
a massive business opportunity. Our largest
environmental contribution is the role we play
in enabling the decarbonisation of transport –
the largest source of emissions in the UK.
Adoption of EVs is the single most important
technology to decarbonise the transport sector
– and charging infrastructure is key to adoption.
National Grid estimates that up to 37.4 million EVs
will be on the UK roads by 2050. Such numbers
mean EVs will play a major part in the UK’s
electricity system. Energy flex markets are
already well-established and the demand for
EV charging flex will grow with the increased
use of renewables on the UK grid. Future Energy
Scenarios 2023 report estimates that Demand
Side Response alone will reach over 13 GW
by 2050
1
.
Environmental, Social & Governance
continued
Environment
continued
Enable the decarbonisation
of transport and grid
Transport highlights
In 2023, we added 50,726 chargers to our
network and delivered 448 GWh of charging
via our UK network
Our customers avoided releasing circa
399k tonnes of CO
2
e into the atmosphere.
By avoiding burning fossil fuels, we not only
reduce emissions from transport, but are also
reducing air pollution – which according to the
Office for Health Improvement and Disparities
is the largest environmental risk to public
health in the UK
Ultimately, there is no way to decarbonise the
burning of fossil fuels for ICE vehicles. On the
other hand, using electricity to charge EVs
becomes ‘greener’ every year as the UK’s
grid continues to add renewable sources of
clean energy. We anticipate this impact to
become even greater as a larger number of
customers adopt solar and battery storage
at home
Grid highlights
We have made material progress in flex to
date, entering two flexing markets (DSO and
LCM). In 2023, we delivered a total of 111 MWh
of flex energy to our customers
We also introduced a new energy tariff for
our new customers in partnership with EDF,
enabling them to charge at a cheaper rate
overnight
Our impact in 2023
50,726 chargers installed and shipped
448 GWh charging delivered by our
chargepoints
Enabled 2.5 billion kilometres of low
carbon travel
Circa 399,000 tonnes of CO
2
e saved
111 MWh of flex energy delivered
Looking ahead
As one of the UK’s leading providers of
EV charging, we will continue to expand our
operations and grow our product offering.
Next year will see us expand our UK Energy
Flex services, where EVs can play a growing
role. We will also be expanding to European
markets, enabling even more drivers to
make the move to electric.
1
https://www.nationalgrideso.com/document/283101/
download
Governance
Financials
39
Pod Point
Annual Report and Accounts 2023
Strategic Report
Encourage customers
towards net zero
How do we define our impact?
We focus on showing that living with an EV is
easy and can reduce the cost of driving while
also cutting carbon. By making EV charging
simple and reliable via our end-to-end service,
we increase EV adoption and, in turn, reduce
the UK’s transport emissions.
Helping our customers reach
net zero
During 2023, we introduced Grid CO
2
Insights
to our Home customers. The feature is available
to all our Home customers free of charge and
shows 48-hour forecasts for their local grid’s
carbon intensity. For customers who have the
flexibility to charge at any time, they’ll be able
to use our new Grid CO
2
Insights section of the
app to make more informed decisions on the
greenest time to charge.
Our impact in 2023
Awarded What Car? Best Home Charger
in 2023, as well as Which? accredited
installation service
Great customer reviews: 4.6/5 rating
from over 38,000 customers on Review.io
and 4.2/5 on Trustpilot from over
15,000 customers
Market leading five-year warranty
New Grid CO
2
Insights feature available
to all home charge customers
Over 608 women engaged around EV
adoption over six events
Looking ahead
We will continue to enable more customers
to charge their EVs at home and work,
focusing on building consumer trust with
our award-winning product and maintaining
our high customer satisfaction rating.
Environmental, Social & Governance
continued
Environment
continued
Encouraging women to adopt EVs
Today, 49% of driving licences are held by
women
1
. However, when it comes to EVs,
according to Auto Trader’s report ‘No Driver Left
Behind’, the gender gap seems to be widening
– a third of men considered an electric car as
their next vehicle compared to one fifth of
women.
As the whole of the UK transitions to EVs and
net zero, we believe that no one should be left
behind on the journey. So, we are hugely proud
to have partnered with She’s Electric in 2023,
joining them on their inspiring and educational
UK roadshow where women had the opportunity
to fully immerse themselves in the world of EVs
and learn about the benefits of switching to
electric cars.
Pod Point attended a total of six events across
the UK between October and November,
engaging with over 608 women through panel
talks and giving one-to-one advice, to address
questions and concerns about charging and EVs.
1
https://www.gov.uk/government/statistical-data-sets/nts02-driving-licence-holders
Governance
Financials
40
Pod Point
Annual Report and Accounts 2023
Strategic Report
Eliminate our
own emissions
In 2023, we added another
member to our Sustainability
team, supporting the goal
of driving our sustainability
strategy and providing
appropriate tools, policies
and processes to reduce
our emissions.
A key milestone for Pod Point is setting a target
to halve our Scope 1 and 2 emissions from UK
operations by the end of 2026, using our 2023
emissions as a baseline. Following the
announcement of our Powering Up strategy
in November, we have been working on our
overall emissions reduction pathway. We expect
our Scope 3 emissions to grow in the short-term
given our growth trajectory and plans for
international expansion, but to reduce in the
long-term as we transition to net zero. At this
stage, our plans beyond 2030 are not yet clearly
defined as we work through our long-term
emissions reduction pathway; therefore, we
are focusing on clear Scope 1 and 2 emissions
targets and the plans to hit them. We will be
expanding our plans to include Scope 3 and
evolving them beyond 2030 as our capabilities
grow over the coming years, and we are
committed to reaching net zero in line with
UK Government’s 2050 Net Zero Strategy
and the 1.5°C Paris Agreement.
How do we define our impact?
When it comes to our environmental
performance, we focus on GHG emissions,
energy management, waste, and material
sourcing, in line with our Materiality Assessment
on page 36. We also work closely with our
supply chain to ensure sustainable sourcing
and operating practices.
Our performance
Environmental, Social & Governance
continued
Environment
continued
3% Scope 1 and 2
97% Scope 3
81% Purchased
goods and services
13% Fuel and energy
related activities
4% Upstream
transportation and
distribution
<1% Waste generated
in operations
<1% Business travel
<1% Employee
commuting and
homeworking
Own operations
Scope 1
Scope 2
GHG emissions from
our own use of fossil
fuels
GHG emissions from
our own use of
purchased electricity
Our value chain, including
supply chain and products
Scope 3
GHG emissions from our value
chain. These emissions are not
under our direct control but
we influence our suppliers,
downstream distributors and
customers
Our GHG emissions
The table on page 41 summarises the GHG emissions for the last three years. The figures include
our Scope 1, 2 and 3 emissions over which we have financial control. We follow the GHG protocol for
our emission calculations. While we use activity data (e.g., fuel used, kWh energy consumed) for our
Scope 1 and 2 calculations, most of our Scope 3 GHG emissions are estimated using financial data.
Governance
Financials
41
Pod Point
Annual Report and Accounts 2023
Strategic Report
Our total GHG emissions for the year 2023 are
14,928 tCO
2
e, 15% lower than 2022. The decrease
is due to the reduction in Scope 3 emissions as
we produced and installed fewer chargepoints.
Within our own operations, emissions increased
by 3%. The increase is due to higher fuel usage,
increase in EV charging and more electricity and
gas usage from the office. Our emission intensity
increased by 15% to 294 kgCO
2
e per unit installed
or shipped. However, our network utilisation
went up, meaning per kWh transferred, we saw
an emission decrease by 30%.
Within Scope 3, purchased goods and services
remains the largest part of our Scope 3
emissions. We saw a 15% reduction, partly due
to lower production volumes, but also due to
better data collection.
A key focus for us is to improve our data
availability for Scope 3 categories to move away
from solely relying on financial data. This year,
we made progress and the following Scope 3
categories are using activity data for 2023:
Employee commuting and homeworking:
a commuting and homeworking survey
was issued to staff at the end of the 2023 to
measure the average homeworking pattern
as well as commute methods for those staff
who have travelled to the office
Upstream transportation and distribution:
our logistics partners provided activity data
specific to Pod Point operations
Waste generated in operations:
our waste
contractors supplied us with waste types,
weights, and disposal routes for waste
collected from our operations
Business travel:
business travel by own
vehicle was captured through expense claims
and mileage data used
We also worked on ensuring consistency in
supplier labelling and emissions factors we use,
which resulted in a decrease to our Scope 3
figures for 2022. We included emissions from
heating in our office via REGO-backed biogas,
resulting in an increase in 2022 Scope 2 figures.
We have and will continue to focus on improving
the data availability and accuracy of our GHG
emissions reports.
Environmental, Social & Governance
continued
Environment
continued
Streamlined energy and carbon reporting
2023
2022
2021
Products
Total units installed and shipped
50,726
69,689
1
66,002
kWh energy transferred via our network (GWh)
448
367
172
Total electric driving enabled (m km)
2,484
2,360
1
955
CO
2
avoided via our connected network (1,000 t)
399
278
1
127
CO
2
emissions
Direct emissions of tCO
2
e (Scope 1)
414
409
293
Indirect emissions of tCO
2
e (Scope 2) – market based
61
50
6
Indirect emissions of tCO
2
e (Scope 2) – location based
45
34
1
6
Indirect emissions of tCO
2
e from supply chain (Scope 3)
14,453
17,026
13,553
Total GHG emissions (tCO
2
e)
14,928
17,485
13,852
Total emissions gCO
2
e per kWh transferred energy
33
48
81
Total emissions kgCO
2
e per unit installed and shipped
294
255
210
Energy consumption (MWh)
Fuels for transportation
Petrol
1,155
755
394
Diesel
566
760
698
Other/unknown
0
65
25
Indirect energy
Electricity (office)
28
15
17
(100% renewable)
(100% renewable)
(100% renewable)
Electricity (fleet)
138
118
16
Heating
59
48
92
(100% renewable)
(100% renewable)
(100% renewable)
Total (MWh)
1,946
1,761
1,242
1
Restated
Governance
Financials
42
Pod Point
Annual Report and Accounts 2023
Strategic Report
Given Scope 3 makes up 97% of our overall
emissions, it’s important for us to work with
our suppliers to reach our climate ambitions.
Our Sustainability and Supply Chain teams work
closely together to find and reach sustainability
improvements throughout our value chain.
Our approach is to ensure that any new
suppliers we onboard meet our sustainability
standards, and then work through our existing
suppliers to bring them to the same level. For
example, our tender process for new suppliers
involves sustainability scoring criteria and the
Sustainability team is directly involved in tender
processes for any large new suppliers. We also
reviewed our supplier onboarding process,
Code of Conduct and Quality Manual to ensure
sustainability KPIs and considerations are
included and consistent throughout.
This year, we also engaged with the top ten of
our suppliers by emissions to better understand
their current sustainability position. For our
biggest manufacturing partner Celestica,
who make up 33% of our Scope 3, sustainability
has been included into quarterly reviews. We
provide scores to Celestica on their sustainability
performance based on emissions, energy,
waste, and water data we receive, as well as
progress against set sustainability targets.
We also work together on other improvement
opportunities, for example logistics and
packaging efficiency or material sourcing.
In 2024, we plan to formalise our Supplier
Sustainability Programme to be rolled out
throughout our supply chain. Further details on
how we ensure a responsible and sustainable
supply chain can be found on page 67.
Environmental, Social & Governance
continued
Environment
continued
Our Scope 3 GHG emissions (tonnes CO
2
e)
Category
Description
2023
2022
1
Purchased goods and services
11,710
14,728
3
Fuel and energy related activities
1,900
2,001
4
Upstream transportation and distribution
634
19
5
Waste generated in operations
21
41
6
Business travel
133
188
7
Employee commuting and homeworking
56
48
Our supply chain (Scope 3) CO
2
e emissions in 2023
Governance
Financials
43
Pod Point
Annual Report and Accounts 2023
Strategic Report
g CO
2
e / kWh
Oct-23
Nov-23
Dec-23
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Jun-23
Jul-23
Aug-23
Sep-23
0
20
40
60
80
100
120
140
160
180
200
Energy
Office and employees
In 2023, we sourced 100% of the energy for our
office via a renewable tariff (REGO-backed)
Our employees can benefit from an EV
purchase scheme. Only EVs are available via
the scheme
Installations and our fleet
Back in 2021, we set a target to move
between 75% to 95% of our installers’ fleet to
BEV or REx vehicles. At the end of 2023, only
6% of our fleet consisted of ICE vehicles, 26%
were BEVs, 65% REx and 3% PHEVs. This year,
we are going a step further and have set a
new target to move our in-house fleet to
100% BEVs by end of 2025
Our fuel usage has broadly remained the
same between 2022 and 2023 despite an
increase in customer appointments. Our
operations team works on reducing the
average mileage driven per appointment and
encourage more of those miles to be electric.
All our installers are eligible for a free
Pod Point charger at their home, enabling
them to charge their vehicle overnight
A large proportion of our installations are
performed by third-party partners. This year,
we worked with our two largest third-party
installers to improve data availability around
their fuel usage. We will continue to work with
our partners and encourage them to reduce
their GHG emissions
Energy supplied via our network
Pod Point isn’t responsible for sourcing
energy for our network, but we still measure
the energy supplied via our network and its
carbon intensity. The total energy supplier
through the Pod Point network in 2023 is
448 GWh
This year, we improved the data availability
around the carbon intensity of the energy
supplied via the Pod Point network. We use
the data available via National Grid ESO to
measure half-hourly carbon CO
2
e emitted.
We found that in 2023, the average carbon
intensity of charging on our network was
152 gCO
2
e/kWh
We continue to
improve our reporting
capability and work
with our partners
to reduce their GHG
emissions.
91
%
of our fleet is BEV or REX
Environmental, Social & Governance
continued
Environment
continued
Charging carbon intensity
Governance
Financials
44
Pod Point
Annual Report and Accounts 2023
Strategic Report
Waste and materials
Waste from operations
A key focus for our team in 2023 was to gather better data on waste produced during our operations.
The largest source of waste for Pod Point is collected during and after our installation, most of which
(97%) gets recycled or incinerated for energy. There is no hazardous waste in our operations, though
we recorded a small amount this year from disposal of old paints in our office building.
Packaging
Most of the waste we produce comes from
packaging. We are a member of the Veolia
Compliance Packaging Scheme for reporting our
obligations under the Producer Responsibility
Obligations (Packaging Waste) regulations. We
avoid using single-use plastic in our product
packaging; only 2.4% of all packaging we use
contains plastic and our Solo unit packaging has
no plastic at all. Over half of all the packaging
we use is either paper or cardboard. Our paper
packaging comes from FCS certified sources and
have 80% recycled content. We continue to work
on reducing the quantity of packaging used and
to improve its recycled content and recyclability.
Materials
When it comes to our chargers, we focus on
durability. Our chargers come with a market
leading five-year warranty. We’re currently
unable to fully recycle our chargepoints
when decommissioned. Where possible, old
chargepoints are collected and assessed to
see if parts can be reused. Last year, 30% of
replaced PCBs in our chargers came from a
refurbished part. Any parts that can’t be reused
are responsibly disposed of in line with UK’s
WEEE regulation.
This year, we also completed cradle-to-grave
life cycle assessment (‘LCA’) for two of our key
products – Solo and Twin. The analysis helps us
better understand how we can lower the carbon
impact of our products, including energy and
materials used to manufacture, deliver, and
install our chargers. We plan to complete LCAs
for our core product range by the end of 2025.
Our impact in 2023
Continue improving data quality
and availability for Scope 1, 2 and 3
GHG emissions
Increased the proportion of BEV or
REx in our fleet to 91%
Where we are responsible for sourcing
energy (e.g. our office), we continue to
do so via renewable tariffs
Continued to avoid single-use plastic
packaging and source any paper
packaging from FSC certified suppliers
Continued to use refurbished parts
in our maintenance, where possible.
30% of PCB swaps included
refurbished parts
Looking ahead
Halve our Scope 1 and 2 emissions by
the end of 2026
Move our in-house UK fleet to 100%
BEVs by the end of 2025
Complete cradle-to-grave LCAs for our
core products by the end of 2025
Certify our environmental
management system to ISO 14001
standard
Roll out Pod Point’s Supplier
Sustainability Programme
Focusing on fleet
Emissions from our fleet make up most of
our owned emissions (Scope 1 and 2), which
is why we are focusing on transitioning our
fleet to fully electric
91% of our current vehicles are already
BEV/REx – with 26% full BEV and 65% REx
Our goal is to get to 100% BEV by end of 2025.
A key challenge for our fleet is ensuring
vehicles we use have adequate range.
Our team is working on schedule and route
optimisation to reduce average miles per
appointment. We also continue to monitor
the market for new van offerings that make
the transition to BEV easier for all
Our installers park their vans at home
overnight, which means they have to charge
their vehicles at home, rather than at a depot.
We offer home chargers to our team and
make reimbursement of electric miles as easy
as possible. These and other initiatives help
maximise electric miles we drive
2.4
%
of our packaging
contained plastic
Environmental, Social & Governance
continued
Environment
continued
2023
Waste
(tonnes)
Weight of waste from own operations
348
Weight of waste diverted from landfill
336
Hazardous waste
0.5
% of waste diverted from landfill
97%
Governance
Financials
45
Pod Point
Annual Report and Accounts 2023
Strategic Report
Making significant progress
TCFD disclosure
Last year, we demonstrated our commitment
to aligning with the recommendations of
TCFD through expanding and updating our
assessment of climate-related risks and
opportunities. This is an ongoing systematic
assessment that will allow us to review and
enhance our disclosures in respect of the
potential risks and opportunities that climate
change presents to our business, enabling us
to better prepare for the future and ensure
that our business strategy is resilient to future
changes. We’re pleased to have made further
progress in 2023 in relation to TCFD, and our
sustainability objectives more generally,
and to report on our progress.
Environmental, Social & Governance
continued
Governance
Financials
46
Pod Point
Annual Report and Accounts 2023
Strategic Report
TCFD
compliance
statement
Environmental, Social & Governance
continued
TCFD disclosure
continued
Alignment with TCFD disclosures
Recommendation
Disclosures
Page reference
Governance
Disclose the organisation’s governance around
climate-related risks and opportunities
Describe the Board’s oversight of climate-related risks and opportunities
47 to 48
Describe management’s role in assessing and managing climate-related
risks and opportunities
47 to 48
Strategy
Disclose the actual and potential impacts of
climate-related risks and opportunities on the
organisation’s businesses, strategy and financial
planning where such information is material
Describe the climate-related risks and opportunities the organisation has
identified over the short, medium, and long term
51 to 53
Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy and financial planning
51 to 53
Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario
49 to 53
Risk management
Disclose how the organisation identifies,
assesses and manages climate-related risks
Describe the organisation’s processes for identifying and assessing
climate-related risks
54 to 55
Describe the organisation’s processes for managing climate-related risks
54 to 55
Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall risk
management
54 to 55
Metrics and targets
Disclose the metrics and targets used to assess
and manage relevant climate-related risks and
opportunities where such information is material
Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management processes
56 to 57
Describe Scope 1, Scope 2 and if appropriate, Scope 3 GHG emissions, and
the related risks
40 to 43
Describe the targets used by the organisation to manage climate-related
risks and opportunities, and performance against targets
56 to 57
121 to 124
This statement represents our
climate-related financial disclosure,
in line with UK Listing Rule LR 9.8.6R.
Having undertaken an assessment of our
disclosures, taking into account Section C
of the TCFD Annex entitled ‘Guidance for
All Sectors’ and Section E of the TCFD
Annex entitled ‘Supplemental Guidance
for Non-Financial Groups’ our report is
consistent with the four TCFD
recommendations and the 11 recommended
disclosures set out in Section C of the TCFD
Annex, as summarised in the following table.
This statement covers the financial year
1st January 2023 to 31st December 2023.
Our climate disclosures can be found on
pages 40 to 43.
Governance
Financials
47
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board oversight of
climate-related risks and
opportunities is provided
by the ESG Committee,
which is supported by an
Executive ESG Working Group.
Together, these teams ensure clear allocation
of responsibilities so that all working groups,
committees and ultimately the Board understand
their role and responsibilities in respect of the
assessment and management of climate-related
issues, and make sure that it is embedded within
our strategy. All Board members receive regular
updates on climate-related issues as part of
ESG updates contained in the papers for every
Board meeting, including updates on existing
and emerging regulatory requirements related
to climate change. This helps to develop the
Board’s understanding of climate-related issues
and ensure that its awareness of its legislative
and governance obligations is up to date. Any
specific impacts on Pod Point and its markets are
discussed by the ESG Committee, to determine
the appropriate course of action. The Board will
consider these updates at least six times per
year, at each Board meeting. Additionally, as
detailed on page 67, relevant training will be
provided to our people covering climate-related
issues, and in 2024 consideration will be given to
academic qualifications or appropriate courses
being undertaken by relevant employees and
Non-Executive Directors.
The Audit & Risk Committee is responsible
for assessing and accounting for ESG and
climate-related risks as part of the Company’s
risk management process and its financial
statements and non-financial disclosures.
More information can be found on this in the
risk management section on pages 76 to 80.
The Chair of the Audit & Risk Committee is also the
Chair of the ESG Committee enabling important
synergies between the development of our
climate strategy and assessment of climate-
related opportunities, and our assessment of
climate-related risks. The Audit & Risk Committee
meets at least four times per year. In overseeing
the audit tender process during the year, the
Chair of the Audit & Risk Committee, together
with a member of the ESG Working Group,
interviewed each audit firm’s ESG specialist to
ensure that they had sufficient experience and
expertise appropriate to our business.
The Remuneration Committee is responsible for
determining the Remuneration Policy, including
how climate-related risks and opportunities
and other ESG targets are taken into account
in determining rewards and incentives. Further
details on our climate-related performance
measures can be found on page 121 to 124 of
the Directors’ Remuneration Report.
Environmental, Social & Governance
continued
TCFD disclosure
continued
Governance
Governance
Financials
48
Pod Point
Annual Report and Accounts 2023
Strategic Report
Our Group General Counsel, who is part of
the Senior Management Team, leads the ESG
Working Group. The CEO, CFO and CPO are
involved as members of the Working Group,
in addition to the Head of Sustainability and the
Company Secretary. Our Head of Sustainability
also reports to the Senior Management Team,
providing updates on progress against
sustainability actions and agreed targets and
metrics. This ensures there is an awareness of
climate-related issues within senior management
and that they are considered in the context of the
Company’s strategy, budgets, business plans
and decisions. The ESG Working Group reports
to the ESG Committee quarterly on all matters
relating to climate and ESG, enabling that
committee to oversee and challenge the Group’s
progress against the sustainability strategy and
monitor our climate-related metrics through a
quarterly KPI report. The ESG Committee in turn
reports to the Board at least four times per year.
The Board includes a number of Directors with
experience of sustainability and climate-related
issues, gained through their other roles and
directorships.
Climate-related risks and opportunities are
considered as part of the Senior Management
Team’s risk assessment, which feeds into both the
Audit & Risk Committee, as part of its oversight of
risk management, and the ESG Committee.
The Chairs of the Audit & Risk and Remuneration
Committees, as well as the CEO, sit on the ESG
Committee, enabling the Board to give sufficient
consideration of climate-related issues when
reviewing and guiding strategy, budgets,
remuneration incentives and other decisions.
Additionally, all major product development
and business projects are subject to a milestone
process, which involves the CEO and CFO.
Sustainability considerations are a key part of
this process, ensuring that climate-related risks
and opportunities are considered and acted
upon at an appropriate stage. Further details
of our governance structures relating to ESG
and climate-related issues can be found on
pages 54 to 55 and 65 to 67.
Performance against our metrics and targets
linked to our climate-related risks and
opportunities and our materiality assessment,
as set out on page 36, will be monitored by the
ESG Committee at its quarterly meetings and
reported to the Board.
Environmental, Social & Governance
continued
TCFD disclosure
continued
Climate-related risk and opportunities
Awareness of climate-related issues
Climate and ESG-related matters and progress against strategy
Climate and ESG Remuneration Policy
Board
Audit and Risk
Committee
ESG
Committee
Remuneration
Committee
Senior Management
Team
ESG Working Group
Governance of climate -related matters
Governance
Financials
49
Pod Point
Annual Report and Accounts 2023
Strategic Report
Strategy
Our approach
Pod Point’s purpose is to ensure that driving shouldn’t cost
the earth. Our mission is to make living with an EV easy and
affordable for everyone. In addition, our strategy is to focus
on scaling the business in the Home markets in the UK
and internationally, as well as the Workplace. With this scale of
chargepoints, we intend to develop recurring revenue streams
in Energy Flex markets, enabling players in the energy industry
to reduce costs. This will be part of our vision, to power up
1 million customers in a profitable network.
In line with our purpose, mission, vision and
historical reporting, and based on our climate
risk assessment work, our environmental
strategy is currently to focus on:
Enabling decarbonisation of transport and
grid by developing technologies to allow us
to use our chargepoints to provide load
management to the national grid and other
energy market participants
Encouraging our customers towards net zero
by developing technologies to help them
reduce the carbon impact of charging and
driving their vehicles
Eliminating the GHG emissions of the Group
Environmental, Social & Governance
continued
TCFD disclosure
continued
Of course, we are very aware that we have a
responsibility to address other environmental
considerations such as plastics, packaging,
waste and others. However, we consider that
a focus on reducing GHG emissions is strongly
linked to our risk assessment, and directly
aligned to our vision. Our environmental
strategy is therefore primarily focused on
reducing GHG emissions at this stage.
More specifically, during 2023, our environmental
strategy comprised two elements – firstly, to work
towards full compliance with our obligations
under SECR and TCFD; and secondly, to prepare
ourselves to go beyond our obligations in the
area of GHG emissions, as further described
on pages 40 to 43.
Governance
Financials
50
Pod Point
Annual Report and Accounts 2023
Strategic Report
Specifically, we intend to continue to:
Define
The amount of GHGs which are emitted in the
production of our products
The amount of carbon which is emitted in the
installation and other services associated with
our products
The average carbon intensity of each kWh
of energy provided by our charging network
Develop
The internal tools required to allow our teams
to consider the GHG impact of each decision
made within our business against the metrics
defined above
Tools to allow our customers to easily optimise
their charging to reduce their carbon intensity
Technologies to allow our network to be
used for load management to in turn allow
a greater percentage of renewable assets
in the UK generation base
Embed
Consideration of GHG intensity into every
decision point across our business
Measure
Qualitative carbon reduction targets each
year for our teams to stretch us and ensure
we make strong progress against reducing
the overall GHG intensity of our business
Our purpose, vision, mission and business
strategy are fully connected to our climate-
related strategy. This is made explicit through
the KPIs that measure progress in our business
strategy as set out in the Strategic Report, such
as millions of electric miles travelled and tonnes
of CO
2
avoided.
As described below on pages 56 and 57, we have
further developed our framework of relevant
metrics. These include GHG emissions in Scope 1,
2 and 3, transition towards 100% BEV vehicles
in-house, continuing reductions in fossil fuel
usage, reduction in volume and nature of waste,
increasing the proportion of procurement spend
through sustainable suppliers, and linking
executive remuneration to climate considerations.
Our regular risk management cycles, and
quarterly and annual business planning cycles,
support us in understanding our climate-related
risks and opportunities. Where sufficiently
appropriate and material, these translate into
mitigation strategies or business development
initiatives that form part of our budgeted activities.
Environmental, Social & Governance
continued
TCFD disclosure
continued
We identify our climate-related risks and
opportunities, assess whether their impacts
will be felt over the short, medium or long term,
and quantify the potential financial implications.
We describe the impact of these risks and
opportunities on our business, strategy, and
financial planning. We also assess our resilience
across various scenarios.
During 2023, our business was defined almost
entirely as a single sector, single country
activity. During 2023, Pod Point served the
electric vehicle charging market in the UK and
so we have not separated out our analysis of
the issues by sector or geography.
Governance
Financials
51
Pod Point
Annual Report and Accounts 2023
Strategic Report
=
>
=
>
=
>
=
>
Material risks
During the year, to better understand the
implication of climate change on our business
model, we held a review of our risks and
opportunities, expanding the scenarios and
working through their potential financial
impacts over the timeframes over which
they are expected to materialise.
We categorise risks and opportunities into
transition risk and physical risks. Transition risks
arise from the transition into a lower carbon
economy, while physical risks relate to the
physical effects of climate change.
The likelihood and potential impact of each risk
were rated in line with our Group’s broader risk
assessment criteria as set out in the table below.
The likelihood assessment reflects the
probability of the risk materialising and having
a material impact on the Group. For this analysis,
the impact refers to the possible financial effect
on the Group, where severe financial impact is
over £15 million. The scores across these two
categories are added up to give an overall low,
medium or high-risk score.
In 2023, we developed and expanded our
scenario analysis from just one 2°C scenario,
to three scenarios and considered how
financial impacts will vary across them.
The three scenarios are:
2°C orderly
: early, gradual, and coordinated
effort to a net zero economy
2°C disorderly
: uneven commitment to
climate policies, action is late, disruptive and/
or unanticipated, resulting in increased
exposure to transition risks
4°C
: limited action leads to significant global
warming, resulting in increased exposure to
physical risks
Environmental, Social & Governance
continued
TCFD disclosure
continued
For our climate risks and opportunities table
presented on pages 52 to 53, we have included
the impact of the 2°C disorderly scenario as we
consider this to be the most likely.
Following on from 2022, we have continued
to define ‘short term’ as to the end of 2025,
‘medium term’ to the end of 2029, and ‘long term’
from 2030 onwards. Government policy, whether
current or future, has continued to refer to EV
targets for 2030, so represents the far horizon
of known policy and what we would see as long
term. Our internal planning and forecasting
looks into 2025 for going concern analysis and
so represents our short-term horizon. Between
short and long term is our resulting medium
term. Our quantitative modelling focused on
short to medium-term time frames, with more
high-level data used for longer term. As our
capability grows, we will continue to improve
our financial forecasts beyond 2030.
In 2023, we held a climate-related risks and
opportunities workshop with management to
review the climate-related risks and opportunities
affecting the Company, consider any updates
to our business strategy and financial plans,
and review our related metrics and targets. The
outcomes, alongside the strategy for mitigating
risks and maximising opportunities, were also
reported to the ESG Committee. The ESG
Committee has ongoing oversight of the
Company’s performance against climate-
related targets, as well as other relevant ESG
metrics as outlined on pages 47 to 48.
The ESG Committee reviews the Company’s
performance against the metrics forming part
of the ESG Dashboard on a quarterly basis and
develops and adjusts the action plan to ensure
any changes in climate-related risks are being
appropriately mitigated and opportunities are
capitalised upon.
Group climate-related risk assessment criteria
Climate-related risk, alongside the other risks to
the Group, is also assessed on an ongoing basis
through the wider Company risk management
process, as governed by the Audit & Risk
Committee and described on pages 76 to 80.
Likelihood rating
Impact
rating
Profit impact
1
Remote
Unlikely
Occasionally
Probable
Has/will
occur
Severe
£15m
High
Major
£5m - <£15m
Serious
£2.5m - <£5m
Medium
Minor
£1m - <£2.5m
Insignificant
<£1m
Low
1
The profit impact represents a cumulative assessment basis, measured against the discrete short
and medium-term horizons as set out in the disclosure above
Governance
Financials
52
Pod Point
Annual Report and Accounts 2023
Strategic Report
Key:
Low
Medium
High
2°C disorderly scenario
TCFD
category
Climate-related trend
Potential financial impact
Impact
short
term
Impact
med
term
Impact
long
term
Strategic response, resilience and mitigation
Transition risk
Policy and
legal
Environmental
regulation/carbon
pricing
Adherence to increasing government legislation designed to reduce
emissions (e.g. carbon pricing) increases operating costs. Weak performance
could result in reputational damage and shareholder concern via regulatory
disclosures and possibly fines or sanctions
We already measure our Scope 1, 2 and 3 GHG emissions and energy efficiency. We will be looking at paths
to net zero on the back of the Powering Up strategy announced in November and how we can reduce
emissions further across our value chain
Next year, we will also be accrediting our Environmental Management System to ISO 14001 standard
The ongoing improvements to our ESG reporting have increased our resilience to risk in this area
Transition risk
Policy and
legal
Environmental
reporting and
public climate
commitments
Growing reporting requirements increase operating costs. Inadequate
reporting could lead to non-compliance, poor decision making, reputational
damage and/or reduced access to financing
A key focus for our ESG Committee, ESG Working Group and Sustainability team is continually improving
our environmental reporting capability. We track our core sustainability metrics monthly and review them
at quarterly ECG Committee and Working Group meetings. We are improving our data availability through
life cycle assessments
Given the nature of the Pod Point brand and our purpose, we consider ourselves to be resilient to this risk
Transition risk
Market
Supply chain resilience
Growing shift towards greener products and suppliers increases demand for
certain materials. Difficulty around sourcing and availability of sustainable
materials and suppliers increases development and production costs
Our Supply Chain and Sustainability teams work together to integrate and access sustainability performance
as part of our supplier due diligence process at tender and renewal stages. Suppliers are required to meet
certain environmental and sustainability standards, which we monitor through accreditations (e.g. EcoVadis,
ISO 14001, etc.)
Our life cycle assessment results are being integrated in future hardware development roadmap, ensuring
we are on top of material trends
To improve resilience in this area, we have strengthened our relationship with our primary manufacturing
partner, Celestica, and retain diversification in our supply chain via other manufacturing partners
Transition risk
Market
Skills shortage
impacting ability
to scale EV
infrastructure
Growing demand for green infrastructure (EV charging, solar panels, heat
pumps, etc.) leads to increase in cost of labour and possibly labour shortages
We already work with EDF to support the training of smart meter engineers to install EV infrastructure.
We will continue to support and explore such partnerships in future
We have a skilled internal workforce and retain strong technical expertise in the installation of EV charging
infrastructure, including the ability to train other parties. We also maintain a strong network of third-party
installer relationships
Physical risk
Acute and
chronic
Increase frequency
of climate events and
changes in long-term
climate shift.
Increase frequency of severe weather and long-term weather trends
including heat, cold, precipitation or flooding causes disruption to operations
or damage to our infrastructure
We monitor weather forecasts to ensure installer safety. Installers are also advised to make additional
assessments on the day to ensure safety of operations
Our chargepoints require minimal assembly out in the field, reducing exposure to elements. We further test
our equipment to withstand extreme weather
We are increasing our resilience in this area with the development of our next generation of products, which
includes a more rigorous set of testing for weather extremes
Environmental, Social & Governance
continued
TCFD disclosure
continued
Governance
Financials
53
Pod Point
Annual Report and Accounts 2023
Strategic Report
Material opportunities
We used the same methodology to assess
our climate-related opportunities, but rather
than looking at negative financial implications,
assessed the market share and revenue growth
opportunities. It’s important to note the material
financial opportunity from the expected growth
of the electric vehicle market and the subsequent
need for charging and associated grid flexibility.
This is discussed in more detail on pages 14 to 21.
As one of UK’s largest home charging providers,
we’re well-positioned to make the most of
this opportunity.
Financial planning
Based upon the analysis carried out to date,
we believe that there is no immediate material
financial risk or threat to our business model
from climate-related risks. However, we have
considered climate-related risk as part of our
viability assessment set out on page 90, for
example assumptions around cost inflation,
which could in part be driven by climate-related
factors including supply chain disruption and
increased installation costs due to extreme
weather events and carbon pricing.
Our regular financial planning and forecasting
processes consider a wide range of internal and
external sources of information, as well as risk
variables – including those related to climate
change. We have considered potential impacts
on our financial statements in relevant areas
such as impairment of assets and depreciation
rates. Based upon our current assessment, we
do not believe that there are any adjustments
required to our financial statements in relation
to climate risks.
Key:
Low
Medium
High
2°C disorderly scenario
TCFD category
Climate-related
trend
Potential financial impact
Impact
short
term
Impact
med
term
Impact
long
term
Strategic response, resilience and mitigation
Transition
opportunity
Policy and
legal
Environmental
regulation/carbon
pricing
Increased requirement to reduce GHG emissions by
businesses leads to greater demand for our products
and services. Government regulation to support or
accelerate adoption of EVs will also increase our revenue
Technology development to support the decarbonisation
of transport and grid is a big opportunity for Pod Point
and core to our strategy and product development
We continue to focus on how we can help customers
reduce their GHG emissions in our marketing and branding
We also continue to invest in our supply chain management
to support our ability to scale with increasing demand
Transition
opportunity
Technology
Green products
and services
Increased revenue resulting from the introduction of new
or increased demand for existing product and services
Transition
opportunity
Market
Change in sentiment
towards EVs
Public focus on climate change continues to intensify, with
more making the switch to electric ahead of government-set
timelines. General understanding around the benefits of EVs
improves, also increasing adoption and in turn our revenue
Environmental, Social & Governance
continued
TCFD disclosure
continued
Governance
Financials
54
Pod Point
Annual Report and Accounts 2023
Strategic Report
Identification and assessment
of climate-related risks has
been integrated into our
broader risk management
process. Climate-related risks
are subject to the same
governance, review process
and management attention as
other risks on our risk register.
In 2023, we held a dedicated
workshop reviewing the
climate-related risks and
opportunities affecting our
business. The analysis from
this workshop formed the basis
of our future scenario and
financial planning, supporting
our conclusion that climate
related risks are not currently
material risks to the Company.
Our approach to the assessment of climate-
related risks is consistent with the way in which
we identify, score and prioritise all risks, by
considering the impact and likelihood of their
occurrence. We therefore determine the relative
significance of climate-related risks against other
risks that the business faces by ensuring we
remain consistent and proportionate as part of
that risk assessment, as explained below.
Further detail on the Company risk management
processes can be found on pages 76 to 80. To
consider the materiality of climate-related risks
and to prioritise them accordingly, it is necessary
to consider certain characteristics that arise in
the context of climate change over the short,
medium and longer term. We have set out below
some of the specific characteristics of climate-
related risks that our Senior Management Team,
Sustainability team, Audit & Risk Committee,
ESG Committee and Board consider together
as part of the ESG governance processes and
risk management process set out on pages 47
and 76 respectively.
Holistic view
– climate-related risks rarely
affect a single, discrete part of the Company.
We look broadly at the impact of climate
change on our business strategy, the markets in
which we operate, the technology we use and
our brand and reputation. We also consider the
physical risks posed by climate change on our
product range and operations. We have
referenced these classifications in our climate-
related risks and opportunities disclosures set
out on pages 51 to 53. By their nature, climate-
related risks intertwine with and impact across
functions and departments, and therefore
require a wide lens and deep consideration and
collaboration from teams across the business.
Longer planning horizons
– given the slow
incremental nature of climate change, we
consider climate-related risks across short,
medium and much longer-term timeframes
than traditional planning horizons. These
planning horizons are defined above on page 51.
Proportionality
– the size and scope of
climate-related risks are assessed alongside
other business risks by looking at their potential
financial impact on the Company over the short,
medium and long term. The methodology for
this assessment is set out above on page 51.
We are a mission-based Company driven by
the fight against climate change. We therefore
assess climate-related risks against other risks
as well as the opportunities that climate change
presents, in order to ensure that our response is
proportionate.
Evolving regulation
– an evolving policy
and regulatory landscape is an inevitable
consequence of society’s attempts to grapple
with the dynamic challenge of climate change.
We consider the impact of existing policy and
regulations, and possible new or changing
requirements that may be introduced across
different time horizons. Our climate-related risks
set out on page 52 (particularly those related
to transitioning markets) reflect the risks posed
to the business of governmental policy and
regulatory sanctions affecting the markets
in which we operate.
Consistent approach to risk
– we believe it’s
important that our assessment of climate-related
risks is consistent with our assessment of all risks
affecting the business. Therefore, we use the
same risk terminology and classification
frameworks that are used to assess all business
risks. This helps give us a clear picture of how the
business is, and could be, impacted by climate
change when considered together with all other
risks. It is also the same process by which we
manage climate-related risks and decide upon
how the business should respond, mitigate and/
or control those risks. In addition, we consider
how such risks may also be mitigated by wider
industry, societal or regulatory developments
which may emerge over the defined planning
horizons to address such risks.
In determining our response to climate-related
risks, we consider the factors above and
develop appropriate management and
mitigating actions. Identified risks are allocated
to an accountable owner and, together with the
Senior Management Team and/or ESG Working
Group, a suite of management and mitigation
actions are agreed, implemented and tracked
to completion.
Risk management
Environmental, Social & Governance
continued
TCFD disclosure
continued
Governance
Financials
55
Pod Point
Annual Report and Accounts 2023
Strategic Report
Climate-related risks identified by our Senior
Management Team and ESG Working Group
are reported to the ESG Committee and the
Audit & Risk Committee as appropriate for
further consideration as part of our financial
planning and scenario analysis.
Our ESG Working Group and Sustainability team
apply the same methodology as part of our
broader climate scenario analysis, assessing the
impact of climate-related risks and opportunities
to the business across short, medium and
long-term horizons. This review considers the
breadth of our business across different routes
to market (e.g. home, workplace, destination
and en-route) as well as the impact of all of our
customers and each of our different internal
functions and business chargepoints (e.g. supply
chain and installation teams). Ultimately, our
climate-related risks and opportunities are
reviewed and approved by the ESG Committee
and the Board.
Overall, given the vision of our business to
make driving not cost the earth, climate change
presents material opportunities for the Company
to grow as set out on page 53. While we’ve
identified some risks to the Company arising
from climate-related matters, we do not consider
any of these to be material risks given the low
impact or likelihood of occurrence and given the
significant strides being taken as a Company to
mitigate their effects, as stated in more detail in
our sustainability strategy on page 35. We have
assessed and prioritised these according to the
same impact/likelihood methodology as used
in our risk management process.
We look holistically at the impact of climate change to
our business strategy, the markets in which we operate,
the regulatory landscape, the technology we use and our
brand and reputation over different planning horizons.
Daniel Kaufman
Group General Counsel
Environmental, Social & Governance
continued
TCFD disclosure
continued
Governance
Financials
56
Pod Point
Annual Report and Accounts 2023
Strategic Report
We use multiple metrics and targets to monitor the financial
impact of physical and transitional risks and opportunities.
The Group’s climate-related metrics and targets
are reviewed and set by the ESG Committee,
a committee of the Board. The Committee
considers TCFD and other industry guidance
when selecting most relevant metrics to assess
our risks and opportunities. From the TCFD
cross-industry metrics guidance, we believe
that GHG emissions and remuneration metrics
and targets are the most material. We don’t
currently use internal carbon pricing but will
continue to keep this under review in future. The
Group also uses other relevant environmental
metrics to assess its performance, which have
been disclosed on pages 37 to 44. As our
assessment and understanding of climate risks
evolve, we will continue to update our metrics
and targets in line with its response. We already
integrate sustainability metrics as part of our
project stage gate process and the Senior
Management Team receive monthly updates
on progress against our sustainability plan.
Metrics and targets
Environmental, Social & Governance
continued
TCFD disclosure
continued
Our environmental targets
Halve Scope 1 and 2 GHG emissions from UK
operations by the end of 2026 (2023 baseline)
Move our UK fleet to 100% BEV by the end of 2025
Develop and implement Pod Point’s
Supply Chain Sustainability Programme
Minimum of 15% of Executive Director variable
remuneration to be subject to sustainability
related performance measures
Target 1:
Target 2:
Target 3:
Target 4:
Governance
Financials
57
Pod Point
Annual Report and Accounts 2023
Strategic Report
In line with TCFD cross-industry guidance on
climate-related metrics, we monitor our Scope 1,
2 and 3 GHG emissions and work with relevant
teams to continually improve data accuracy and
availability. While Scope 1 and 2 are a small part
of our total emissions, given our sustainability
and EV focus it’s important for us to transition
our own fleet to electric and reduce our own
emissions. This year, we have set an ambitious
target to reduce our Scope 1 and 2 emissions by
50% by the end of 2026. This will primarily come
from investment into decarbonisation of our
internal fleet and transitioning to full battery
electric vehicles by the end of 2025.
We use our Scope 3 emissions to monitor
and manage our supply chain risk, prioritising
suppliers that have highest emissions within
our value chain. In 2023, we engaged with our
top ten suppliers by emissions and reviewed
our onboarding process to ensure any new
suppliers meet our environmental standards
(for example, asking our supplier to have in
place or develop an emissions reduction plan).
By the end of 2023, we received emissions-
related data from all ten targeted suppliers.
We will continue to engage with more suppliers
and in 2024 plan to formalise our full Supplier
Sustainability Programme that will be rolled
out throughout our supply chain.
We haven’t yet set Scope 3 reduction targets,
and given our growth plans, we expect our
emissions to grow in the short-term, but to
reduce in the long-term as we transition to net
zero in line with UK Government’s 2050 Net Zero
Strategy. Following the announcement of our
Powering Up strategy in November, we are
working through a detailed transition pathway,
and are currently focusing on clear medium-
term emissions targets and plans to hit them.
Full disclosure of our emission data can be
found on pages 40 to 42.
In addition to emissions data, we use product
LCAs to identify areas of high environmental
impact. The results from LCAs completed in
2023 are being used to inform our hardware
roadmap to mitigate both transition and
physical risks identified. The assessment also
helps us better track the material use in our
products and packaging and set goals around
circularity. Our target is to have LCAs completed
for all Pod Point products by the end of 2025.
A minimum of 15% of Executive Directors’
variable remuneration is subject to sustainability
related performance measures, in order to drive
meaningful improvements. These are set out in
more detail on pages 121 to 124 of the Directors’
Remuneration Report.
Further details on the range of metrics we use
to assess our impact on the environment can
be found on pages 37 to 44.
Environmental, Social & Governance
continued
TCFD disclosure
continued
Governance
Financials
58
Pod Point
Annual Report and Accounts 2023
Strategic Report
Environmental, Social & Governance
continued
People are central
to our success
Social responsibility
The value we delivered
in 2023
Despite a challenging year, there were some
positive highlights:
Promoted or transferred 7 Pod Pointers into
new roles internally
Continued our diversity and wellbeing
taskforce focus
Ran a successful Black History Month
campaign
Introduced a refocused process on managing
poor performance through performance
improvement plans
Implemented stronger internal
communication activities
Professionalised HR by creating a new role
of Chief People Officer, with an experienced
interim in place
Our values
Our business is powered by its people and
our values are a key part of being a Pod Pointer
– a combination of our people being talented
in their chosen fields, caring about our vision,
aligning to our values, and also all the little
quirks that make us unique.
We know that we all have different talents,
interests, likes and dislikes, passions and
obsessions, and so we bring something a
little bit different to the table, charged by our
purpose and exemplifying our core values –
human, industrious, guiding and visionary.
Work is underway to revisit these to ensure
alignment with our new Powering Up strategy.
We aim to attract, engage
and retain the most talented,
diverse group of people
who are passionate about
achieving our vision and
making real change to
the world.
2023 was a challenging year, with significant
change and uncertainty, which undoubtedly
affected the team and our culture. Refocusing
on our culture, to promote greater responsibility
and accountability, is a key enabler of our
transformation plan, an aspect recognised
as important by our shareholders.
We also like the operational change
to increase individual accountability
from a culture based on collective goals.
Shareholder comment following our Capital Markets Day
Governance
Financials
59
Pod Point
Annual Report and Accounts 2023
Strategic Report
7
Internal transfers
81
%
Participation rate in the
April Engagement Survey
14
All-hands meetings
Our business is built on the
skills and commitment of our
people to make a difference to
the society in which we all live.
Throughout 2023, we focused
on attracting, engaging
and retaining passionate
individuals committed to
helping us achieve our mission.
Attracting passionate people
We continue to interview based on a culture-first
approach to ensure we attract people who are
driven by our mission. We have relaunched
our employee referral programme and will be
monitoring and evolving this based on success
and feedback.
Investing in our people
Be your whole
self at work
We celebrate individuality
and the things that make
you ‘you’.
It’s what defines
Pod Pointiness and makes
this a great place to be,
somewhere you can be
the real you. We champion
differences, respect others
and have fun!
Succeeding
together
As we transition at the
end of the year to our new
strategy of Powering Up,
we’re aligning our ways of
working to ensure a focus
on responsibility and
accountability, through
collaboration and personal
achievement.
We want to
ensure a workplace where
people can be at their
best
for themselves and
for the business. We
provide the tools and the
environment to succeed.
Driven by
purpose
Every Pod Pointer
believes in our mission
and is committed to
a sustainable future
with EV charging at the
heart of what we all do.
In 2024, we plan to build
our updated purpose,
vision and mission into
revised values and
people processes.
Powered by people
Environmental, Social & Governance
continued
Social responsibility
continued
Governance
Financials
60
Pod Point
Annual Report and Accounts 2023
Strategic Report
Engaging our people
We continued to operate as a remote-first
Company through 2023, transitioning in the
second half towards more in-person
collaboration. As we move to our new offices
in Q1 of 2024, which will be more conducive to
in-person meetings providing more meeting
space, and rooms for confidential conversations,
supporting hybrid meetings, we aim to encourage
people to join us more regularly without the
need to mandate. We no longer support the
employment of people overseas (new hires
or transfers), although we continue to engage
with our existing overseas employees. We have
widened our approach to short-term working
from abroad to provide some additional benefit
and flexibility. We continue to champion healthy
and safe places of work whether that be in our
offices or at an employee’s home or chosen
place of work.
We are adopting the Hoshin Kanri approach
to the setting of Company, departmental and
personal objectives, to ensure alignment through
the business, which will enable us to assess the
productivity of our teams on an ongoing basis.
Our line managers will set objectives for each
individual, which feed into the departmental
and Company objectives. These will be reviewed
regularly to ensure individual performance meets
the requirements of the role, and collectively
meets the team and Company targets.
Environmental, Social & Governance
continued
Social responsibility
continued
During the year, we introduced a new
employee engagement survey, facilitated
through CultureAmp, one of the most renowned
providers of employee engagement. Our
average participation is 69% and we run at least
two full surveys and a number of pulse surveys,
the latter of which focus on areas of
development or improvement. We create action
plans at Company and functional level, and
track their progress regularly. Our eNPS rose
from seven in 2022 to a high of 22 in April 2023,
but fell in the latter half due to the uncertainties
internally, created by a change of leadership
and the lack of clarity on our existing strategic
direction, as we shared with our workforce the
true measurements of our business success
and the need for significant change.
Rebuilding our culture is a leadership priority.
In response to employee feedback, we have
introduced more communication channels
and regular cadence of all employee meetings
(all-hands), functional meetings, team meetings,
and regular newsletters. We employed for the
first time an Internal Communications Specialist.
Retaining our highly-talented team
To ensure we retain our colleagues, we believe
we need to help people succeed and drive
performance. Primarily in 2023, this was
predicated on providing flexibility in working
practices. For example, we continue to provide
support to set up workspaces at home to suit
individual needs through an assessment with
Worklife Ergonomics. We’re also moving to a
new office location in 2024 for those who want
to work in person, and we will be encouraging
more hybrid working.
We continue to provide functional training for
all our teams to enable them to develop their
careers at Pod Point. In 2023, we enabled seven
internal transfers across our teams. This was
achieved through the support of HR business
partnering, which helps line managers to better
lead their teams and plan their progress
through the Company. We have introduced
an additional step in the promotion process
for people managers’ promotions to strengthen
our decision making and create strong
management talent.
We believe that learning is wider than job-
specific training, and that staying curious and
eager for new knowledge is vital. Accordingly,
we continued to operate our Pod Point Academy
throughout 2023, which aims to provide regular
opportunities for all Pod Pointers to learn, share
and develop, as both audience and presenter.
Through the Academy, monthly speakers
address the team remotely, and during the
year we heard about a diverse array of
subjects including sustainability at Pod Point,
accelerating the net zero journey, grid flexibility,
the history of Pride and the LGBTQ+ rights
movement, experiences, insights and thoughts
on Black History month from our own panel of
Pod Pointers and the role of the Board. We also
continued to run our Management Academy,
which we plan to evolve in 2024. To help our
people do their best work, we continued our
investment into mental health first aider training.
We replaced our Employee Assistance
Programme with Tellus EAP, which continues to
provide 24/7 online support for our colleagues.
As a result, we were able to offer additional
services such as six counselling sessions per
employee per year, resources platform and
tools, legal and financial support consultation,
perks and rewards.
Although we are not accredited by the
Living Wage Foundation, we continue to
support and be compliant with the current
Living Wage requirements.
Focusing on our foundations
As we’ve grown over the years, we’ve outgrown
some of our ways of working; too much
flexibility can lead to a lack of consistency
in implementation. We need to grow our
internal processes to represent the size of
our organisation, to enable our managers to
consistently apply working practices, and for
employees to have clarity. We have been
focusing on reviewing policies, processes and
contracts of employment. This will continue
into 2024 in force.
Governance
Financials
61
Pod Point
Annual Report and Accounts 2023
Strategic Report
Diversity and inclusion
As expressed by our equality policy, we’re
fully committed to inclusivity and equality
of opportunities for all employees and job
applicants irrespective of their age, race, sex,
disability, sexual orientation, religion or belief.
This covers all aspects of an employee’s
working arrangements including training,
career progression and promotion.
It is fundamental to our beliefs that diversity
benefits the health of our team and our
business. We actively seek to encourage
inclusivity and belonging, continuously looking
to enhance our activities to promote belonging.
Bringing your authentic self to work and being
safe to be yourself is something we pride
ourselves on.
Our Equality, Diversity and Inclusion (EDI)
Taskforce focuses on how we can attract and
engage a more diverse set of Pod Pointers as we
grow – and we’ve held a number of awareness
sessions to promote our differences through our
Pod Point Academy. In October, we held a series
of very successful Black History Month activities,
and we seek to create additional supporting
activities for various groups.
We remain committed to providing all
Pod Pointers with the opportunity to develop
and advance, which includes giving full and fair
consideration to all employment applications
from people with diverse characteristics. In the
event of employees becoming disabled, we
make every effort to ensure that the training,
career development and promotion
opportunities available are, as far as possible,
identical to those of non-disabled employees.
To support our commitment to recruiting,
retaining and developing disabled employees,
we’ve achieved Disability Confident Level 1
commitment (accreditation).
Environmental, Social & Governance
continued
Social responsibility
continued
Men
Women
Total
No.
%
No.
%
No.
%
Group Board
5
55%
4
45%
9
100%
Senior Management Team (SMT)
4
57%
3
43%
7
100%
Direct reports of SMT
23
70%
10
30%
33
100%
Other employees
362
68%
172
32%
534
100%
Total
394
68%
189
32%
583*
100%
*
Although included in the 583, Non-Executive Directors are not employees of the Group and the table
excludes employees who identify as non-binary or gender is not known.
Governance
Financials
62
Pod Point
Annual Report and Accounts 2023
Strategic Report
Minorities: 10.76%
White: 54.79%
Prefer not to say: 3.53%
Not completed: 30.92%
Religious: 18.99%
Not religious: 39.50%
Prefer not to say: 8.74%
Not completed: 32.77%
LGBTQ+: 5.88%
Heterosexual: 56.97%
Prefer not to say: 6.22%
Not completed: 30.93%
Sexual orientation
Ethnicity
Religion
Excluding the Board, the ratio of women
to men in our workforce is 32% (2022: 31%).
Our gender pay gap report can be found
on the Pod Point website.
Further information on diversity can be found
on pages 110 to 111.
Environmental, Social & Governance
continued
Social responsibility
continued
Governance
Financials
63
Pod Point
Annual Report and Accounts 2023
Strategic Report
Additionally, we will:
launch our new values to align to our
updated purpose, vision and mission,
and from that we’ll continue to enhance
our external brand through social media
posts, which influence potential candidates
strengthen our focus on development
planning for all Pod Pointers to drive
productivity, engagement, internal
progression and promotion
continue to run employee engagement
surveys, identifying areas for improvement
and action planning
Our plans for 2024
In the year ahead, our focus will be on organisational
design and rightsizing, creating great foundations by
enhancing our ways of working, driving up in-person
collaboration and meetings, and cultural evolution.
We’ll also be looking to have clear metrics and
measures that help us identify areas for improvement
in our diversity both in recruitment and retention.
In 2023, our team told us
that they needed more
communication while working
remotely. So in 2023, we launched
an intranet where our teams can
find all the information they need
on Company policies, processes
and team briefings.
focus on creating individual
objectives aligned to our strategy,
helping each individual know how
they are contributing to the success
of the business
enhance our internal communication
and ability for all employees to
understand in a straightforward
and simple approach how the
business is doing on a regular basis
continue to focus on EDI and wellbeing
Environmental, Social & Governance
continued
Social responsibility
continued
Governance
Financials
64
Pod Point
Annual Report and Accounts 2023
Strategic Report
Our plans for 2024
During the year ahead, we’ll continue to improve our approach to health and safety.
As the business grows, we’ll focus on the following areas:
Ensuring that health and safety risk management remains consistent and robust through
the transformation of the business
Reviewing competencies for the revised organisational structure
Working with line managers to understand and address pre-existing medical conditions
and risk mitigation
Working with stakeholders to develop risk management strategies appropriate to EV charging
in response to the Building Safety Act and the Interim Guidance on EV Charging
Health and safety remain at the core of our
business and directly connected to our purpose
and vision. We work hard to ensure that people
are not being harmed during the course of our
work throughout the organisation, based
around the key threads of competence, trust
and empowerment. We focus on ensuring that
competency in every role is established, aided
by a robust management structure with room
for dynamic, adaptable processes/risk
assessment. This ensures that safe decisions
can be made and any unexpected situations
or hazards can be managed as quickly, but
also as safely, as possible.
Our people are encouraged and enabled
to make good, safe decisions at every point
through the development, sales, planning
and installation stages of our work, and once
installed. Through training, development, open
discussion and encouragement, we work with
our people and partners to see themselves as
key to delivering a safe working environment.
We conduct site visits for both quality assurance
and health and safety purposes. We continue to
encourage open and honest reporting across all
areas of the business, treating any incident as a
learning opportunity. Our reporting process is
complemented by an incident report template
to support the recording, investigation and
follow up of lessons learned or changes to be
implemented for more significant incidents that
may require it.
During 2023, we have focused on a number of
areas to improve our approach to health and
safety, including:
Training all field operatives in dynamic and
realistic manual handling, based around their
work tasks and situations. We also extended
the training to Commercial Project Managers
and Domestic Project Managers to give a
broader appreciation of the work carried out
by installers and the challenges they face.
The feedback from all groups was very
positive, and the discussions during and
following the training have been of higher
quality and more focussed on delivering the
right, safe outcome than prior to the training
Implementing improvements to the way
occupational health and ergonomics are used
to support our people. This has included work
to assess individual capability when
recovering from long-term health conditions,
with an aim to support individuals as they
await medical intervention
Reviewing the information flow around
commercial contracts to ensure that key
health and safety requirements and
information are being delivered to the
installation team, therefore reducing risks
Revising our supporting documentation
around the Construction (Design and
Management) Regulations 2015 and
improving our ways of working to deliver
better project delivery and the highest levels
of health and safety
Statistically, performance remains at a high
level, with one RIDDOR reportable incident in
2023 (2022: 0). Our Lost Time Injury (‘LTI’)
frequency rate stands at 0.16 LTI per 100,000
hours worked (2022: 0.26). We encourage
reporting of any incident, injury or concern, with
no acceptable threshold to ensure there are no
barriers to reporting.
Environmental, Social & Governance
continued
Social responsibility
continued
Hand and fingers: 23.5%
Arms and legs: 11.8%
Neck and back: 52.9%
Face, head and eyes: 5.9%
Other: 5.9%
Slip, trip, fall: 5.9%
Road traffic accident: 11.8%
Manual handling: 23.5%
Use of tools: 52.9%
Other: 5.9%
Domestic: 58.8%
Commercial: 29.4%
Public: 11.8%
Body part injured
Injury causation
Incident location
Health and safety
Governance
Financials
65
Pod Point
Annual Report and Accounts 2023
Strategic Report
The purpose and values of
Pod Point are front and centre
in our organisational DNA.
Doing business responsibly, in an appropriate
and compliant manner, ensures the long-term
sustainability of our business for all our
stakeholders. Our teams are aligned with our
values and culture, and know what is expected
of them – they know that they can bring
concerns to leaders and that they will be
listened to.
Compliance is the minimum acceptable
standard at Pod Point, and we’ve established a
clear commitment to ensuring that our business
activities are conducted in accordance with all
applicable laws and regulations.
Acting ethically
At Pod Point, we’re committed to conducting
business in an ethical and honest manner.
We maintain a framework of policies, which
operate across the business, to ensure that all
employees understand the expectations that
come with working at Pod Point. Policy owners
are responsible for ensuring that policies remain
relevant, identifying and addressing new policy
areas and advising on implementation and
monitoring. Key policies are reviewed by the
Board at appropriate intervals to ensure that
the Board has oversight of the business’
approach to specific areas.
New employees are required to read and
complete training on key policies, and updates
are communicated across the Company so that
everybody reviews relevant policies at regular
intervals. During the year we have enhanced
our training in specific areas, including anti-
bribery and corruption and anti-money
laundering, with all employees required to
undertake the training through a new third-
party e-learning platform. Re-training will take
place at appropriate intervals.
Governance of ESG
ESG is at the heart of why Pod Point was
founded – and it’s embedded within our
governance framework. This ensures that
everything we’re working on is not only aligned
to our strategy but also reflects the issues that
matter the most to all our stakeholders, including
our people, our investors, the environment and
society at large. The framework ensures that
progress can be tracked and monitored on a
regular basis, and that stakeholder feedback
can be actively addressed.
The ESG Committee, chaired by Dr Margaret
Amos, who is also Audit & Risk Committee Chair,
is responsible for overseeing our ESG strategy,
and for monitoring our progress against
climate-related goals and targets. The ESG
Committee’s terms of reference, which are
reviewed annually, cover all elements of its
ownership of ESG including the relevant
disclosures.
In particular, the ESG Committee is charged with
ensuring that when defining and implementing
the Company’s ESG strategy and action plan,
due consideration is given to applicable laws
and regulations including the UK Corporate
Governance Code, the general duties of the
Directors set out in the Companies Act 2006,
and the requirements of the Listing Rules, as
well as the agreed terms of reference for the
ESG Committee. In doing so, the ESG Committee
has had regard for the promotion of the success
of the Company for the benefit of its members
as a whole as part of the Directors’ duties set
out in s.172 of the Companies Act 2006. For
further details, please see page 69.
The ESG Committee met four times in 2023,
and reports as a standing agenda item to
the Board. Thereafter, the Board assumes
ultimate responsibility for ensuring that ESG
and, in particular, climate-related matters,
are considered as the Company’s strategy and
opportunities are defined, including in relation to
setting the Company’s performance objectives.
Acting responsibly
Governance
Environmental, Social & Governance
continued
Governance
Financials
66
Pod Point
Annual Report and Accounts 2023
Strategic Report
The ESG Working Group is an Executive Group
chaired by our Group General Counsel and
attended by various senior employees, including
the CEO, CFO and Head of Sustainability. While
the ESG Committee provides strategic oversight,
the majority of activity is now delegated to the
ESG Working Group, which is responsible for the
practical implementation of our ESG activities.
The ESG Working Group reports to the ESG
Committee, which in turn reports back to
the Board.
The Group coordinates the execution of our key
ESG initiatives and ensures information flows
between the ESG Committee and management.
The Chair of the ESG Committee is invited as an
observer at meetings of the ESG Working Group.
The group meets at least quarterly to monitor
and track progress against the ESG Working
Programme and to support the Senior
Management Team on ESG-related matters
– such as assessing climate-related risks as part
of our risk management process, further details
of which can be found on page 54.
In addition, our Head of Sustainability reports into
and is accountable to the Senior Management
Team. During the year, we have strengthened
the team with the recruitment of a Sustainability
Manager. The Sustainability team has a clear
brief: to accurately measure the carbon intensity
of certain of our products and services; to
provide the tools to the business to allow carbon
intensity to be considered in all decision-making;
and to help define and monitor the other key
environmental and sustainability targets we
set as part of our sustainability strategy.
Further details of our governance structure can
be found on page 100.
Reporting and information flows
Board
committees
ESG Committee
Oversees the embedding of the
Group’s ESG strategy, climate,
environment, culture and
community involvement,
on behalf of the Board
Reviews key metrics and targets
including shareholder reporting
on climate and ESG
Oversees the Group’s ongoing
commitment relating to TCFD
Audit & Risk Committee
Supports the ESG strategy by
ensuring the risks including
climate-related risks and
opportunities are effectively
managed
Oversees the Group’s financial
statements and non-financial
disclosures, including ESG and
climate-related disclosures
Oversees whistleblowing
programme
Remuneration Committee
Supports the ESG strategy
through alignment of the Group’s
incentive plan to appropriate
ESG targets
Management
groups
ESG Working Group
Works on detailed environment,
climate, societal/community
and engagement elements
of strategy
Reviews data collection and
reports
Oversees implementation of
specific TCFD/ESG programmes
Coordinates the evaluation of
ESG and climate-related risks
Senior Management Team
Responsible for overall risk
management framework
Responsible for the preparation
of Pod Point’s corporate reporting
Maintenance of the system of
internal controls
Accountable to Board for ESG
strategy and KPIs and targets
Pod Point Group
Holdings plc Board
Oversees all aspects of ESG,
including climate, environment,
culture and community
involvement
Ultimate responsibility for
determining strategy and
prioritisation of key focus areas
Ensures the Group maintains
an effective risk management
framework, including over
climate-related risks and
opportunities
Approval of Annual Report
disclosures on climate and ESG
Oversight of culture and values
Provides rigorous challenge
to management on progress
against goals and targets
R
R
R
R
I
I
I
I
Environmental, Social & Governance
continued
Governance
continued
R
R
R
R
R
R
I
R
Reporting
Information
Governance
Financials
67
Pod Point
Annual Report and Accounts 2023
Strategic Report
ESG training
In order to ensure that there is sufficient
knowledge of sustainability and climate-related
issues within the business and on the Board,
sustainability qualifications or courses are being
considered for relevant employees and
members of the Board. During the year, the
Head of Sustainability ran an internal Academy
for employees at which sustainability and the
environmental approach of Pod Point was
discussed. Further employee training will take
place during 2024.
Responsible and sustainable
supply chain
We have a robust supplier selection process
to ensure that we engage with suppliers that
have governance structures, business policies
and standards that are aligned with and
complement our own. This now covers both
manufacturing and operations, and is being
extended to the entire organisation.
When dealing with suppliers, we have:
Expanded our supplier onboarding review to
ensure that all suppliers meet our standard
requirements covering health and safety,
quality, ethics, human rights, sustainability
and data protection across the entire
organisation
Enhanced our sourcing methodology and
tender process to include an expanded
sustainable procurement section, which drives
value for money, and award based on our
sustainability criteria as well as ethics, quality,
cost and service
Developed new contract templates, which
support our sustainability agenda and drives
ESG improvement targets and other key
requirements from our strategic and
high-spend suppliers
Optimised the contractual process to scale
of spend
Introduced new levels of spend control to
consolidate spend on preferred suppliers to
maximise ESG impacts
Improved ongoing assurance in respect of
required levels of certification/accreditation,
supported by regular monitoring and
reporting of supply chain performance
We monitor the performance of our suppliers
to ensure that they meet generally accepted
minimum standards and encourage ongoing
performance improvement and development
of the relationship. This is achieved by:
Conducting quarterly reviews with our
strategic suppliers, driving collaboration and
continuous improvement
Development of the Pod Point Quality Manual
and Supplier Code of Conduct, both of which
define the high standards we expect of our
suppliers
Ensuring that all suppliers have key contacts
at Pod Point, together with escalation paths
to maintain open and honest communication
Monthly metric sharing
Quality audits covering end-to-end
manufacturing and supply process
The development of policies to manage
non-compliance with our standards
Available on our website, our modern slavery
statement demonstrates our approach to
protecting human rights and preventing modern
slavery across our business and supply chain.
It demonstrates our progress across all of our
supplier base, both production and non-
production, highlighting the risk profile of
specific suppliers plus plans to ensure we
have relevant monitoring solutions in place,
giving us confidence that we are working
with the right suppliers.
Environmental, Social & Governance
continued
Governance
continued
Governance
Financials
68
Pod Point
Annual Report and Accounts 2023
Strategic Report
Cyber attacks are part of the
technology landscape today
and will continue to be in
the future. All organisations,
governments and people will
be subject to cyber attacks
and some will be successful.
As we provide connectivity services and handle
personal data, we are focused on how we
prevent, detect and respond to attacks to
minimise the impact. Our cyber security
strategy, the implementation of which sits with
our Chief Information Officer (‘CIO’), sets out
how we will provide sustained cyber security
and comprises the following elements:
Security starts with awareness among
employees at all levels
A risk-based approach to focus resources
where they are most needed and effective
Protection of Company and customer data
Appropriate network security and access
controls
Zero-trust principle
We are implementing an operating model
based on National Cyber Security Centre best
practices and frameworks, which are aimed
at helping an organisation achieve and
demonstrate an appropriate level of cyber
resilience in relation to the essential functions
performed by the Company.
Every employee has responsibility for cyber
security and must follow our internal policies, be
sensitive to threats and report suspicious activity.
We deliver monthly cyber security training
courses through an online cyber training
platform. This is also used to run quarterly email
phishing tests. For both of these, additional
training is offered to employees who don’t
reach an acceptable standard.
Cyber security is monitored by the Audit & Risk
Committee through the Technology Sub-
Committee, which met three times during the
year.
Additionally, there is growing regulation around
data protection and data privacy. A breach
or failure of our or a third-party’s digital
infrastructure, including control systems, due
to breaches of cyber defences, negligence,
intentional misconduct or other reasons, could
disrupt our operations and result in the loss or
misuse of data or sensitive information, including
employees’ and customers’ personal data. Our
Data Privacy team, who report to our General
Counsel, work with our cyber security team to
ensure that we implement appropriate technical
and organisational measures to protect
personal data being handled within the business.
During 2023, we have focused on the following
improvements in our infrastructure, processes
and procedures:
Gained Cyber Essentials Plus certification
Implementation of Google Identity Platform
on all customer-facing systems
Addressing security vulnerabilities identified
through internal audits and investigations
Designing and delivering new data protection
employee induction and training, and
enhancement of supplier onboarding
and risk assessment
Creation and implementation of a data
breach policy, data breach reporting and
data breach management processes
Creation and maintenance of a record of
processing activities
Improved subject access request process,
dashboard, and reporting
Data flow mapping for key business data
processing activities
In 2024, we will continue to improve our
approach to cyber and data security through
a number of improvements, including:
Engagement of a full-time CIO
Restricting access to Company network and
data assets to recognised devices and tokens
Exploiting additional security features of the
Google Identity Platform
Enhanced data protection guidance on
marketing and advertising
Programme for improved information
security awareness
Implementation of an internal data protection
helpdesk and a data protection workload
task management system
Transition to new external data protection
training providers
Cyber and data security
Environmental, Social & Governance
continued
Governance
continued
Governance
Financials
69
Pod Point
Annual Report and Accounts 2023
Strategic Report
The Pod Point team is
dedicated to engaging with,
and providing value to, our
wide range of stakeholders.
The Directors are aware of their duty under
Section 172(1) of the Companies Act 2006,
to act in the way they consider, in good faith,
would be most likely to promote the success
of the Company for the benefit of its members
as a whole, and in doing so have regard
(amongst other matters) to:
The likely consequence of any decision in the
long term
The interests of the Company’s employees
The need to foster the Company’s business
relationships with suppliers, customers
and others
The impact of the Company’s operations
on the community and the environment
The desirability of the Company maintaining
a reputation for high standards of business
conduct
The need to act fairly as between members
of the Company
The following disclosure describes how the
Directors have had regard to the matters set
out in section 172(1)(a) to (f) and forms the
Directors’ statement under section 414CZA
of The Companies Act 2006.
The Board believes that maintaining strong
relationships with, and considering the interests
of, all our stakeholders is fundamental to
delivering sustainable long-term success.
Engagement with stakeholders is direct, with
Board members themselves, or indirect through
senior management and their teams. The Board
considers the needs of and potential impact on
our stakeholders when discussing and deciding
on issues of strategic importance. The Board
and Senior Management Team continue to
develop governance and decision-making
processes to ensure that the interests of
stakeholders are at the heart of strategic
decision-making and firmly embedded in
the culture throughout the Company.
The Board therefore confirms that throughout
the year under review it acted, and continues
to act, to promote the long-term success of
the Company for the benefit of shareholders,
while having due regard to the matters set out in
section 172(1)(a) to (f) of the Companies Act 2006.
Section 172 statement
Governance
Financials
70
Pod Point
Annual Report and Accounts 2023
Strategic Report
Customers
Our approach
Our customers are EV drivers, car manufacturers,
business owners, third-party installers/
wholesalers and energy supply companies – and
they’re at the heart of everything we do and how
we do it. Our primary aim is always to provide
them with the highest levels of service, innovation
and reliability – so that they trust us, recommend
us and keep coming back to order more
chargepoints and services. We are partnered
with 14 OEM brands and over 150 fleet companies
providing home charge solutions to customers
ranging from end-user van drivers, company car
drivers and customers benefitting from salary
sacrifice agreements. We have enabled some
of the largest workplace charging installs across
the UK.
How we engaged
Discussed product and proposition innovation
with our Pod Point owners’ consumer group
(Pod Point Labs), OEMs, and commercial
customers
Created a new Dealer team tasked with
developing relationships and winning
contracts with our dealers and to deliver
in-person and remote training sessions for
our dealer client base.
Met with OZEV to discuss initiatives that
would increase the uptake of the domestic
rental grant
Undertook widespread consultations with the
wholesale and electrical contracting industry
and via OZEV
Worked directly with homebuilders,
workplace landlords, and workplace tenants
Conducted interviews with third-party
installers to understand their perspective
on the installation journey, to drive future
innovations such as our Installer App
Commenced engagement with prospective
international partners on various
opportunities for distribution partnerships
to support our international expansion
Invested in building a Customer Insight team
to better understand our customers and
future EV drivers, helping to bring the
‘voice of the customer’ into the business
Through the process of Which? Accreditation,
we received customer feedback on our
products and services
What we discussed
The need for additional product features
including solar integration, OCPP and
ISO 15118
The importance of including references to EV
charging solutions through the EV ordering
process to better inform customers of the
charging options available
Building the base level of EV charging
knowledge across dealerships to ensure they
are correctly qualifying potential EV customers
Driver charging behaviours and demands
in the domestic and commercial setting;
demographic and socio-demographic insight;
and chargepoint locations versus driver
demand
Our home charger Solo product, cost,
charging speeds, connector types and the
survey and installation process
The changes in building regulations and the
extent to which prospective homebuilders’
customers expect EV charging as a standard
proposition
The benefits of the landlord, workplace
and EV infrastructure grants, and how these
can be used to facilitate the installation of
EV charging infrastructure across multiple
workplace locations
Outcomes of engagement
The acceleration of the launch of our Solo 3S
chargepoint, including additional standard
features such as solar integration and OCPP
compatibility
The launch of Klarna to provide flexible
payment options for our consumers
As a result of our Dealer team’s efforts, we
have partnered with several of the top 100
dealer groups including Acorn Group, West
Way Group, Halliwell Jones and Williams
Group, and over 180 dealer sites are signed
up to our Dealer Incentive Programme
Increased investment in our brand and
marketing presence to enable delivery of
more funded and finance home charge
bundles through our key partners
Launch of our Grid CO
2
insights feature on the
Pod Point App to provide drivers with visibility
of when the CO
2
per kWh of electricity from
the national grid is at its lowest, enabling
them to make informed decisions to reduce
their carbon footprint in charging their EV
Development of our Installer App, which
targets improvements in installation efficiency
and quality, whilst creating foundations for
deeper installer engagement
Section 172 statement
continued
Governance
Financials
71
Pod Point
Annual Report and Accounts 2023
Strategic Report
Partners
Our approach
We work closely with a number of key partner
organisations that play a vital role in supporting us
in our vision to enable driving that doesn’t cost the
earth. These include our strategic manufacturing
partners Celestica and iPRO – the manufacturers
of our in-house designed and branded AC
chargepoints. This extends to our operations and
our selected chargepoint installation partners.
How we engaged
Regular virtual and in-person meetings and
site visits with key senior stakeholders within
critical partners
Quarterly business reviews to ensure that
all standards are being maintained and
improved
Formal supplier audits with our key suppliers,
supported by a Code of Conduct and with
clear processes for dealing with non-
compliance
Broadened our approach to ensure we
engage and develop suppliers critical to
the business
Further development of key policies and
procedures to enhance our approach to
supplier relationship management
Clear contractual KPIs and SLAs giving
structure to the relationship
What we discussed
The impact of macroeconomic issues on the
surplus of key components within the supply
chain and how we balance the outcome with
our key suppliers
Changes to ethical, environmental and quality
performance
Auditable ESG metrics with our key suppliers
and development of improvement activities
and targets
Enhancements to our forecast to commit
process, enabling our supply partners to be
fully involved in the end-to-end delivery to
maximise their responsiveness to changes
Clear actions to improve supplier
performance
Next-generation products
Outcomes of engagement
Continuity of supply to our customers, aided
by strategic suppliers, resulting in no gaps to
delivery, despite challenging global supply
chain issues
Minimised financial impact by control of
spot-buy and excess inventory through active
engagement with partners
De-risking supply chain by increasing the
number of suppliers providing critical
components supported by our partners
Widening engagement to include engineering
to support development of next generation
products
Working with our manufacturing partners to
locally source raw materials to maximise cost
improvements and ESG metrics
Maintained strategic relationships with key
partners by having regular senior stakeholder
engagement with clear KPIs
Meeting of all critical deadlines to support
our product enhancements
Continued balancing across key
manufacturing suppliers to maximise cost
benefits
Improved quality standards through
management of parts per million
improvements
Section 172 statement
continued
Governance
Financials
72
Pod Point
Annual Report and Accounts 2023
Strategic Report
People
Our approach
We strive to create a diverse working
environment where our people fulfil their
potential, feel valued at all times, and embody
the Pod Point culture and values.
How we engaged
Our CEO led monthly all-hands meetings,
providing a platform for open dialogue,
and Q&A sessions and ad hoc meetings
to address crucial events
We continued to enrich the knowledge base
of our workforce through regular Academy
sessions, in which internal and external
speakers shared insights and facilitated
discussions on a wide range of topics
We provided regular updates and established
a Sustainability Academy, empowering
employees to contribute to our eco-friendly
purpose
At Pod Point, employee feedback is
invaluable. We gathered insights through
pulse and engagement surveys during
the year
Karen Myers and Norma Dove-Edwin hosted
a virtual session with employees on the role
of the Board and engaged in a Q&A session
To encourage candid feedback, we
introduced an anonymous ‘Raise Your Hand’
online form during our monthly all-hands
meetings. Leadership actively reviews
submissions and addresses them individually
or collectively during these meetings
We established a Wellbeing Taskforce. This
initiative included a dedicated wellbeing
survey and a wellbeing hub on the intranet
Our Non-Executive Director responsible for
workforce engagement, Karen Myers,
conducted a site visit with the Head of Health
& Safety, attended a CEO all-hands meeting
and attended a Health and Safety Committee
meeting
Our EDI Taskforce orchestrated an impactful
month-long Black History Month campaign
What we discussed
The significant leadership transition with the
change of CEO, introducing Andy Palmer as
interim CEO
Our business performance and updated
market guidance for 2023
Changes to our purpose, vision, and mission
to reflect the changes within our business
and what we want to achieve
Introduction of our new strategy, Powering
Up, which will accelerate growth and make
our business more sustainable for the future
Diversity and inclusion were central to our
discussions. We celebrated Black History
Month with a comprehensive campaign,
initiated by our EDI Taskforce, which included
educational activities, panel discussions, and
community engagement
Pod Point’s environmental strategy and
sustainability priorities
Our Board members engaged with employees
in discussions about the purpose and
functioning of the Board, its responsibilities,
and executive remuneration
Outcomes of engagement
As a direct response to our employees’
feedback, we reinstated monthly town hall
meetings from January 2023 to foster open
communication and transparency between
senior management and all employees
As requested by employees, we introduced
our new intranet platform to provide access
to up-to-date and relevant information,
empowering employees to stay informed
and engaged
Recognising the diverse needs of our
workforce, we introduced a comprehensive
family-friendly leave policy covering adoption,
fostering, and surrogacy in addition to
maternity and paternity leave, demonstrating
our commitment to supporting all aspects of
family life
In response to valuable feedback from our
people, we have taken significant steps to
enhance our performance management
processes. We have implemented measures
to improve tracking and actions related to
performance issues, and are in the process
of introducing a new sickness policy to better
support our employees
We actively encouraged our employees to
disclose diversity data, a crucial step in our
journey to monitor our diversity and inclusion
statistics. This data enables us to assess our
performance in this vital area and implement
targeted initiatives to enhance diversity
and inclusivity
Section 172 statement
continued
Governance
Financials
73
Pod Point
Annual Report and Accounts 2023
Strategic Report
Society and environment
Our approach
Our vision is to enable driving that doesn’t
cost the earth, by helping people switch from
ICE cars to EVs and by looking at our own
impact on the environment. We’ve already
played an important role in developing the
UK’s EV charging infrastructure – and now
we’re poised to do even more.
How we engaged
We helped establish ChargeUK, the new trade
association for the UK’s EV charging industry,
as a founder member
We joined the Association of Decentralised
Energy to support development of effective
flexibility policies and markets to realise the
huge potential value of flex
Pod Point continued to work with various
forums (including on-going membership
of Energy UK) to support the industry in
developing charging infrastructure within
the UK
Our CEO and Head of Policy and Public
Affairs spoke at the Financial Times’ Future
of the Car Summit 2023 and Sustainability
Live London 2023 respectively
Following participation on the PAS1899
‘Electric vehicles – Accessible charging –
Specification’ steering group, we directly
engaged with BSI and other stakeholders
to develop an upcoming workable related
standard
Increased presence in the media and on
social media
Through our ESG Committee and ESG
Working Group, we tracked the progress
of our sustainability initiatives to drive
improvements in our environmental
performance and the environmental
performance of our supply chain
What we discussed
Upcoming government policies, in particular:
the pushing out of the 2030 date for the ban
on ICE vehicles; the Public Charge Point
Regulations; the Rapid Charging Fund; the
ZEV Mandate; and the Local Electric Vehicle
Infrastructure regulations. Even where policies
aren’t directly impactful to Pod Point’s core
business, establishing the right policy
framework for the delivery of EVs and EV
infrastructure in the interests of drivers is
imperative
Ways to accelerate the rollout of public
charging infrastructure – planning, grid
connection and other barriers to reform
that make charger deployment quicker.
A ChargeUK paper has made this clear
A proposal to modify the Renewable
Transport Fuels Obligation to include
electricity as a renewable fuel type, as it is in
Austria, Belgium, France and the Netherlands.
This mechanism would provide a revenue
stream from oil companies to facilitate
EV charging infrastructure rollout
Ways to ensure charging infrastructure is
suitably inclusive and accessible for all
drivers, without impeding the rollout of
chargepoints
The best approach to making potential
demand side response assets viable
components of a flexible national energy
infrastructure, including market structure
and specification, and metering standards
Ways to dispel publicly held myths about
range anxiety and other barriers to adoption
of EVs
Product lifecycle assessment and improving
the environmental performance of our
products
Outcomes of engagement
ChargeUK has become a powerful advocacy
group, with excellent links to government at
all levels, from Number 10 to the Cabinet
Office and HM Treasury, as well as the more
conventional Department for Transport,
Department for Energy Security and Net Zero
and OZEV
Pod Point’s policy engagement, by leveraging
industry links, has had positive material
impact, particularly in shaping the Public
Charge Point Regulations measures
Pod Point has seen a positive response from
event attendees and in social media, and its
outbound speaking and promotional activity
The ESG Committee reviewed and approved
Pod Point’s Environmental Strategy –
Enable, Encourage, Eliminate
The ESG Committee monitored completion
of the 2023 core environmental sustainability
activities and approved the core activities
for 2024
Section 172 statement
continued
Governance
Financials
74
Pod Point
Annual Report and Accounts 2023
Strategic Report
Shareholders
Our approach
We aim to deliver shareholder value over
the long term and engage regularly with
our shareholders. This not only ensures that
investors understand our strategy, objectives
and progress, but also enables our Board to
access the wealth of experience and expertise
that our major shareholders can provide.
How we engaged
We held our virtual AGM in June 2023
Investor roadshows were held following
our preliminary and interim results
announcements
At our first Capital Markets Day held in person
in November 2023
At scheduled and ad hoc meetings with
current and potential investors providing
information on our Company and responding
to important events
We engaged in dialogue with our major
shareholders on a number of different
subject matters
We solicited input from a number of our
larger shareholders on our sustainability
materiality assessment
What we discussed
Our financial results and performance,
providing opportunities for our shareholders
to ask questions to better understand our
business
Our change of CEO and appointment of Andy
Palmer as an interim CEO whilst recruitment
took place
Updated market guidance for the 2023
financial year
Our new Powering Up strategy and the
milestones we aim to achieve
New commercial opportunities in European
markets and financial support from EDF
Executive remuneration
Sustainability and the relative importance
of various ESG matters to them
AGM resolutions
Outcomes of engagement
The Board approved our new strategy to
accelerate and focus business performance
Executive incentivisation to drive our growth
strategy has been approved by the
Remuneration Committee
The purchase of own shares resolution has
been removed to protect against an increase
in the controlling shareholder’s voting rights
Based on the results of the materiality
assessment, material issues identified by
shareholders have been included in our
sustainability priorities
Agreement of a £30 million credit facility
with EDF
Section 172 statement
continued
Governance
Financials
75
Pod Point
Annual Report and Accounts 2023
Strategic Report
Non-financial and sustainability information statement
This section of the Strategic Report constitutes the Company’s Non-Financial and Sustainability
Information Statement, produced to comply with sections 414CA and 414CB of the Companies Act 2006.
The information listed is incorporated by cross-reference.
Reporting
Requirement
Where to find more information
in this report
Supporting policies
and procedures
Section
Page(s)
Business model
Business model
17 to 21
Non-financial KPIs
KPIs
33
Principal risks
Risk management
76 to 89
Environmental matters
Environment (ESG)
37 to 57
Our Environmental Policy
can be found at
pod-point.com/legal/policies
Climate disclosures
Environment (ESG)
TCFD statement
37 to 43
45 to 57
Human rights
Governance (ESG)
67
Our Modern Slavery Statement
can be found at pod-point.com/
legal/modern-slavery-statement
Employees
Investing in talented people
(ESG)
58 to 63
Social matters
Social (ESG)
64
Anti-bribery and
corruption
Governance (ESG)
65
Our Anti-bribery and Corruption
Policy can be found at
pod-point.com/legal/policies
The Strategic Report was approved by the Board on 17th April 2024.
By order of the Board
Anita Guernari
Company Secretary
Governance
Financials
76
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
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 and encouraging the 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, and is centred around identification,
assessment, monitoring and management of risk.
In 2023, we undertook a full evaluation of our risk management process.
By considering feedback from our Board and Senior Management Team,
we have implemented a number of changes that we believe will improve the
effectiveness of our process. We have referred to some of these changes in
this section.
Governance
Financials
77
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
Responsibility for risk
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
Senior Management Team, the Audit & Risk
Committee, and the Board. While the Board has
overall responsibility for the assessment and
management of risk, 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. It is critical to
empower our people to speak up and to provide
the right conditions for risk identification,
discussion and escalation.
The strategic view involves assessing our
external environment in order to evaluate
the risks to which we are comfortable being
exposed, as we pursue our performance
objectives – this is 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.
Our Senior Management Team critically
assesses all risks identified as part of the
process, challenging our collective thinking
to ensure that all risks have been considered
and no ‘blind spots’ remain. Together we work
to ensure identified risks are accurately and
appropriately described in our risk register
before we start a process of risk scoring and
tracking of risk mitigating action for each risk.
Risk measurement and tracking
We developed our risk register so that the key
risks we identify can be scored, with actions
taken to mitigate and control them tracked
and monitored. Our risk register has been
continuously developed since it was first
established during the IPO process. As part of
our review process in 2023, a new and improved
risk register tool has been introduced, building
on the feedback received during the process.
The risk register is owned and developed by
the Senior Management Team.
The risk register sets out the key strategic and
climate-related risks identified by the Senior
Management Team plus those risks identified
in each of our business segments and functions.
The risk register assigns an owner to each risk,
together with an assessment of the impact and
likelihood of occurrence. It scores the risk in
two ways: on an inherent unmitigated basis;
and on a mitigated basis having taken account
of internal controls and appropriate steps being
taken to minimise impact or reduce the
likelihood of occurrence. The register also keeps
a record of actions to be undertaken in the
future to further mitigate the impact of the risk.
We track ownership and completion of agreed
mitigation actions, reporting on progress from
one review cycle to the next and ensuring that
mitigating actions are embedded in action
plans in the relevant functions.
The risk register helps to identify the actions
required going forward to:
ensure greater consistency of controls across
the business
consider the need for additional controls or
a change to current systems and processes
protect the business from unexpected events
and to develop resilience to minimise their
impact
minimise the risk of contagion between risks
(i.e. where one risk triggers another have a
cumulative effect on the Company)
improve the efficiency and effectiveness
of financial and operational systems and
processes
track our Principal Risks and Uncertainties
and to assess whether they are intensifying
or abating
We have developed a scoring methodology to
track the changing risk profile of our Principal
Risks and Uncertainties. Five ‘indicator risks’
from our risk register have been assigned to
each of our Principal Risks and Uncertainties. The
indicator risks have been identified by our Senior
Management Team and selected because they
are most closely related to (and contribute
towards) the relevant Principal Risks. As part of
our risk review process, we aggregate the risk
scorings for the indicator risks assigned to each
Principal Risk – giving us an overall risk score for
each Principal Risk. Tracking this data from one
review cycle to the next is valuable. It highlights
trends and indicates whether our Principal Risks
are intensifying or abating, and provides us with
insights into the effectiveness of the actions we
are taking. This information helps our Senior
Management Team and Board monitor the
evolution of our Principal Risks and Uncertainties
and to act where necessary. Our Senior
Management Team can also replace the
indicator risks at any time if they become less
relevant compared to others, including by any
new risks added to the register from time to time.
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
control measures. For the year ended 31st
December 2023, the Board considered that our
risk management processes remained effective.
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 the events and trends
that could impact us. This is an ongoing
activity as part of daily engagement
between management and teams across the
business. As part of our biannual review, our
Senior Management Team dedicates time to
reviewing and updating our assessment of
existing risks tracked on our risk register and
our Principal Risks and Uncertainties, as well
as horizon scanning for emerging risks that
may impact us in the future.
(ii)
Analyse their potential impact
and likelihood
For 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.
Governance
Financials
78
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
In dedicated deep-dive workshops, our
Senior Management Team also considers
risk contagion and risk combinations,
assessing the cumulative impact on the
business of one risk occurring and
triggering the occurrence of another;
or more than one material risk occurring
at the same time.
(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. We also use these scores
to calculate our overall scoring for each
of our Principal Risks and uncertainties
as described above.
(iv)
Address risks to minimise their impact
Once scored, we establish which risks are
considered acceptable and which need to
be further addressed. For acceptable risks,
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
minimise their impact 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.
We track completion of mitigation actions
on a quarterly basis with a deep dive every
six months as part of the review cycle.
(v)
Continually monitor the situation
We continually check 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 Senior Management
Team, with a formal biannual review by the
Board, with the Audit & Risk Committee
conducting an in-depth annual review.
Our risk management framework and internal
control environment can be seen in the following
diagram.
Our risk management framework and internal control environment
Formulates risk management policies in terms of the approved risk management framework
to ensure risks are managed within accepted tolerance levels
Assesses and monitors risks on an ongoing basis
Senior Management Team
Monitors and reviews material safety,
health, environment and other sustainable
development risks, including climate-related
risks and opportunities
ESG Committee
Reviews and monitors
the adequacy and effectiveness of the Group’s
internal control and risk management processes
Ongoing review of the principal risks through the
course of the year
Approves the annual internal audit plan
Ensures additional lines of assurance over risk
management in the form of independent
assurance and internal and external audit
Audit & Risk Committee
Works closely with the Senior Management Team
with respect to identification of climate-related
risks and the implementation and oversight of
strategies for management and mitigation of
climate-related risks across the business
Sustainability Team
Responsible for identification of existing and
emerging risks in relation to their functional area.
Responsible and accountable for implementation
of strategies to manage and mitigate business
risks in the relevant functional area
Group functions
Overall responsibility for the Group’s strategy and risk management
Determines risk appetite in line with Group strategy and approves the Group’s risk management framework
Approves the annual budget and three-year plan
Board
Governance
Financials
79
Pod Point
Annual Report and Accounts 2023
Strategic Report
Changes to principal risks
In 2023, our Principal Risks and Uncertainties
evolved as a result of changing macroeconomic
and supply chain conditions. We also identified
new Principal Risks and Uncertainties facing the
business as a result of key strategic decisions
taken in 2023 and the launch of our Powering
Up transformation plan. See page 22 for more
details.
High lead times for specific commodities
or loss of a major supplier could have a
material adverse effect on supply to
Pod Point impacting our ability to produce
volume quantities of our chargepoints:
As reported in our 2022 report, our transition
to Celestica Inc, a global leader in
manufacturing and supply chain solutions,
has been successful, providing greater
production resilience and quality and, by
working closely with our product design and
procurement teams, they have helped us to
unlock bill of materials cost savings in the
region of 7.5-10.5% during 2023. As a result,
we have become more reliant on Celestica
as our primary manufacturer. Celestica
produces in excess of 80% of our chargers
sold. There is a risk in having a high
dependency on one manufacturer; however,
Celestica is recognised as a global tier one
electronics manufacturing services (EMS)
company with a market capitalisation of
more than US$ 5 billion, giving it a robust
credit standing. As with any manufacturing
business, supply chain disruption leading to
high lead times on critical componentry could
impact production volumes. As additional
mitigation measures, our Supply Chain team
is building relationships with alternative EMS
providers and working with our Product team
to diversify componentry sourcing. We have
also reviewed our business continuity
planning, to ensure we are prepared in the
event of any disruption to production on
Risk management
continued
Celestica’s side. We have elaborated on this
risk in more detail on page 83.
Delays to product development:
Previously
this Principal Risk and Uncertainty had been
characterised by delay caused by challenges
faced as a result of global macroeconomic
conditions affecting our supply chain during
2021 and 2022 following the Covid pandemic.
Whilst global supply chain conditions
affecting Pod Point have improved, the risk
of product development delay and the failure
to innovate at pace to stay ahead of
competition and to meet evolving customer
requirements, remains a critical consideration
for the Company, impacting our ability to
capture greater market share in the domestic
and commercial segments as part of the
transformation plan. Our Product and
Customer Insights teams have implemented
a number of mitigations to reduce this risk
as described on page 82.
Successful execution of our international
expansion plans and our cost-out
transformation are both imperatives
for the Company
: Delivering them
simultaneously creates additional challenges
and risk. As part of detailed planning ahead
of the announcement of our strategic
Powering Up transformation plan, we
recognised the complexities of undertaking
our international expansion plans at the same
time as driving cost optimisation within the
Company. We have applied strong project
management expertise and resources
against both projects and are seeking to
mitigate the risk of delay by pursuing a
‘capital-lite’ approach to international
expansion, together with leveraging our
relationships with EDF in France, Belgium and
Italy. We have described this new Principal
Risk together with the various mitigations that
we have taken in more detail on page 88.
Value from energy flexibility services could
be impacted by regulatory developments
or unexpected changes in customer
demand or behaviour:
During 2023, our
extensive market research supported by a
leading international strategy consultancy,
indicated that there could be significant value
to be realised from the provision of flexibility
services, as described in more detail on page
15. We are pleased to say that early results
from Energy Flex, as illustrated on page 24,
reinforce our confidence in the future
opportunity in this space. However, as with
all innovation in nascent markets, evolving
regulation and the inherent unpredictability
of customer behaviour presents a risk that
Pod Point does not achieve the full anticipated
value or scale from providing flexibility services
that our research and planning indicates. We
are moving fast and our current customer
participation results are strong. To date,
grid flex revenue is beating expectations,
reinforcing the business case and, currently,
making us a UK market leader. The confirmed
introduction of a modification to the Balancing
and Settlement Code in November 2024 will
enable charging point operators (that register
as a ‘virtual lead party’ or work with one)
to participate directly in wholesale energy
markets through selling flexibility in the assets
they manage, without needing to become a
licensed electricity supplier. This suggests that
policy makers are moving towards (rather
than against) a more favourable regulatory
landscape for charging point operators to
participate in the flexibility services value chain
as a trusted partner to consumers. We have
described this risk in more detail below on
page 89.
Deterioration of economic conditions in the
UK, the UK’s economic relationship with the
EU and the possibility of a future health
pandemic:
In our 2021 and 2022 Annual
Reports, this Principal Risk was included
and characterised in the aftermath of Brexit
and the Covid pandemic while many UK
companies were feeling the adverse impact
of both events. Whilst most companies
operating in the UK will be impacted by
deteriorating economic conditions in the UK,
we feel that with the passage of time
post-Brexit and Covid, this risk is no longer
sufficiently relevant nor particular to Pod
Point that it justifies inclusion as one of our
Principal Risks and Uncertainties. As such,
it has been removed.
Governance
Financials
80
Pod Point
Annual Report and Accounts 2023
Strategic Report
Climate-related risks
We exist so that driving doesn’t cost the earth.
Climate change and the implications of
climate-related risks are key issues that are
central to our business. We have integrated
climate-related risk assessment into our
broader risk management processes, enabling
a deeper, structured analysis of climate-related
risks that is consistent and proportionate to
all risks affecting the Company. In doing so,
climate-related risks are subject to the same
governance, review process and management
attention as other risks recorded on our risk
register. We identify, score and prioritise
climate-related risks in the same way as we do
for all other risks, by considering the impact and
likelihood of their occurrence. As the timeframes
for occurrence of climate-related risks can be
longer than for other risks, we have factored this
into our assessment by looking at their short,
medium and long-term impact, and prioritising
accordingly. We also consider the mitigating
actions we can take in respect of each of these
risks in the same way as described above.
In 2023, we held a Climate-Related Risk
Workshop as part of our broader review of
our risk management process. As part of this
workshop, we identified five key climate-related
risks that may affect the business and/or may
contribute towards some of our principal risks
and these are summarised in more detail on
page 52. Whilst climate-related risks are not
currently recognised as posing a principal risk
to the Company, given the significance of
climate change to our mission, the Board and
the Senior Management Team continue to
review the potential impact of climate change
on the Group and its stakeholders.
Risk management
continued
This review takes place both internally, on such
matters as our strategy, products and services
and operational measures, and also externally,
for example on matters including customer
behaviour, market/industry developments
and regulatory change.
On page 46, we have included our report in line
with recommendations from the TCFD, against
the four TCFD pillars of governance, strategy,
risk management and metrics and targets. Our
analysis as part of our risk management process
has been at the centre of the identification of our
priority climate-related risks and opportunities
set out in our TCFD section.
Risk appetite and tolerances
We recognise the need for informed risk-taking
in order to deliver sustainable and profitable
business growth. As part of review of the risk
management process in 2023, we have
developed a new risk classification system
that reflects our risk appetite as a business.
Each risk on the risk register will be classified
by our Senior Management Team into one of
the following categories:
Risk classification
Risk assessment
Risk tolerance
Accept
Risk is at an acceptable level to be managed operationally
No specific actions required. Risk is recorded on the risk register but not specifically reported to Audit &
Risk Committee and Board
Monitor
Risk must be monitored by business at its current level
Requirements for appropriate tracking and reporting on risk to be agreed and recorded in risk register
Mitigate
Risk is at an unacceptable level and must be mitigated
Mitigation actions must be taken to reduce risk over an agreed and appropriate timeframe
Regular monitoring and reporting of agreed KPIs to track risk mitigation with specific actions to be
taken if improvements are not being achieved
Avoid
Risk is at an unacceptable level and must be avoided
Urgent intervening action must be taken to remove/materially reduce risk in the short term
Mitigation actions must be SMART with ownership and timeline for delivery of mitigation actions
agreed with and reported to the Audit & Risk Committee and Board
The new risk appetite classification system will be rolled out into the risk management process during 2024.
Governance
Financials
81
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
The Board has carried out a robust assessment of the Company’s emerging and principal risks. Below we set out the Board’s view of the principal risks facing Pod Point, along with examples of how they might
impact us and an explanation of how they are managed or mitigated. We also indicate the link to our strategic priorities and any change in risk scoring since our 2022 Annual Report. An explanation of how the
Company manages financial risks is also provided in note 22 to the financial statements.
We recognise that Pod Point is exposed to risks wider than those listed; however, we have disclosed those that we believe are likely to have the greatest impact on our ability to deliver our strategic objectives.
1. Our growth and success is highly correlated with, and thus dependent upon, the continuing adoption of and demand for EVs
Risk
Mitigation
The market for EVs is growing but still relatively new. It’s continuously evolving and is characterised
by changing technologies, price competition, additional competitors, evolving government
regulation, policy and industry standards, frequent new vehicle announcements and changing
consumer demand and behaviour. Although demand for EVs has grown in recent years in the UK,
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 decrease, in the sales of EVs in the UK
could have a material adverse effect on our business, financial condition, results of operations and
prospects.
As reported in our Trading Update in November, the EV market remained challenging in the second
half of 2023, with changes to government policy affecting consumer uncertainty and ongoing
volatility in private new EV demand. This is a live risk that we are monitoring and the outlook for
2024 remains difficult to predict, albeit in the longer term, we expect the UK to return to strong
growth in PiV registrations.
We continually monitor the EV market and discuss likely sales volumes and timings with automotive
EV OEMs. Our install capability uses high levels of third-party sub-contractors to help us effectively
manage variations in the pace of growth and keep costs down.
We monitor, and actively engage with, the development of government regulation and policy
affecting demand for EVs in the UK. In doing so, we try to ensure that government departments
such as the Department for Business & Trade, the Department for Energy Security and Net Zero
and Department for Transport, and regulators (such as the CMA) have real and current data on
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 the charging infrastructure across both our owned asset charging
network and the network we manage on behalf of our customers. Usage patterns then inform our
investment decisions and the information we provide to customers when we are advising them on
charging solutions.
Our Powering Up transformation plan refocuses the business on our core strengths and driving
value from adjacent markets such as grid load management and Energy Flex to access high
margin revenues. At the same time, international expansion into carefully chosen EU markets will
also mitigate our exposure to the UK’s EV market risk. Together with our cost-optimisation plan,
we are mitigating and building resilience as the UK market returns to growth in the future.
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
1
2
3
4
Increased
Governance
Financials
82
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
2. 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 significant competition from
large international organisations as well as smaller start-ups. Competition is based on several key
criteria including price, product technology and performance, delivery times, flexibility, design and
innovation, brand recognition, customer access and sales power as well as the scope and quality of
services. In addition to existing EV charging infrastructure competitors, our current automotive OEM
partners may decide to develop or acquire certain capabilities in-house, reducing demand for our
products, systems and services.
In particular, there is a risk that automotive OEMs develop their own branded charging equipment.
This could particularly affect the Group, as the use of a branded system means EVs would be
sold with their own branded chargers for home use, leading to reduced demand for our home
charging solutions.
Automotive OEMs could also use their 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 continually monitor the competitive landscape including pricing, technological innovation and
product developments. In 2024, we will continue to invest in our product technology and customer
proposition, including with the development of Energy Flex services as described on page 24, to
ensure we stay at the cutting edge of the market.
In addition, to retain our ability to respond in a competitive market, we have focused on building
supply chain resilience and developing our products to innovate our features in line with customer
requirements, competitor products and to create component flexibility and reduce costs.
We cultivate our relationships with key customers and partners, such as car OEMs and retail energy
suppliers, that offer incremental value to Pod Point, to ensure we have the best insights into market
developments and through which we can access market segments cost effectively to build market
share. Our deep experience in the sector and our range and depth of contacts – including
longstanding commercial relationships with the automotive OEMs, housebuilders and energy
suppliers such as EDF – should allow competitive risks to be identified, assessed and mitigated
quickly and effectively through our strong product and Customer Sales and Marketing teams.
3. Product development delays and a failure to innovate
Risk
Mitigation
As the EV charging market becomes increasingly competitive and we focus our strategy on
a narrower scope of products and services, including driving value from nascent technologies
supporting grid load management and Energy Flex, we must plan ahead, innovate swiftly and
ensure timely execution of product and services developments to grow our market share, respond
to competitor disruption and to understand and satisfy our customers unmet needs.
Our focus on profitable activities such as Energy Flex requires us to better understand the dynamics of
energy trading markets and to ensure that we develop effective technologies and a services proposition
to maximise the value opportunity for the Company as well as for our customers and partners.
A failure to innovate and develop our products and services to meet evolving regulations and industry
requirements in areas such as cyber security, data privacy and sustainability could affect our
competitive position, brand and reputation, which in turn could impact profitable and sustainable growth.
In 2023, we continued to build capability and optimise the structure of the product development
function. In particular, we have focused on our product design and architecture squads who work
closely with our Customer Insights and Grid teams to identify technologies and solutions that can
be developed into new products and services to meet our customers’ needs.
Our Product and Customer Insights team continue to monitor external market trends, working with
our Policy and Regulatory Focus Group, to collect customer insights and to develop product
strategies.
In 2023, we introduced an enhanced product governance framework to reinforce the careful
management of Company investment and resources towards product development that underpin
the execution of our strategic objectives. This governance framework also ensures that regulatory,
risk and sustainability considerations are built into the product development processes.
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
1
2
3
4
Stable
1
2
3
4
Stable
Governance
Financials
83
Pod Point
Annual Report and Accounts 2023
Strategic Report
4.
High lead times for specific commodities or loss of a major supplier could have a material adverse
effect on supply to Pod Point impacting our ability to produce volume quantities of our chargepoints
Risk
Mitigation
Loss of or production disruption at a major supplier, such as Celestica Inc, could have a material
impact on our ability to supply chargepoints for a period of time whilst new suppliers are
onboarded.
Reliance on a limited pool of component suppliers means that production disruption, if not
managed correctly, could have an adverse impact on production volume, revenue and profitability,
brand and customer satisfaction.
Macroeconomic supply chain volatility means the unexpected increases in componentry costs can
directly increase our cost of materials impacting gross margin and the Group’s business, financial
condition, results of operations and prospects.
Celestica Inc are our primary manufacturer producing in excess of 80% of our chargers sold.
Whilst there is risk in having a high dependency on one manufacturer, Celestica is a global leader
in manufacturing and supply chain solutions. It is a tier one electronics manufacturing services
company with a market capitalisation of more than US$ 5 billion, giving it a robust credit standing.
Our Chief Supply Chain Officer works closely with all key suppliers to ensure that they are meeting
consistent standards expected under our Supplier Code of Conduct. We have a robust onboarding
process, which reviews all aspects of suppliers together with an assessment of risk for each supplier.
We carry out quarterly reviews with our key suppliers to ensure that the relationship remains strong
and healthy to maintain a close working partnership, whilst also giving us good visibility over any
future potential issues. We have developed our business continuity planning with Celestica in
particular, to ensure we are prepared in the event of any disruption to production.
There is an audit schedule for our key suppliers to ensure that control and adherence to policy,
procedure and standards is visible and followed.
We keep stock levels of finished products to cope with any unexpected upsides or disruptions in
supply to minimise any delay in supplying products. We carefully optimise our stock levels in
collaboration with our Finance team.
Our manufacturing partners have capability and readiness to scale in line with our demand profiles.
We are continually working with our engineering teams to ensure parts are multi-sourced wherever
possible. Where it is not possible to multi-source, we have engaged with alternate suppliers to
understand their capabilities and to take preparatory steps, where possible, to allow us to pivot as
quickly as possible in the case of major production issues.
This will be an ongoing focus for both Supply Chain and Hardware teams in 2024.
Risk management
continued
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
1
2
3
5
Increased
Governance
Financials
84
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
5. Government and regulatory initiatives, the outcomes of which are unknown, could materially impact our business
Risk
Mitigation
As the market for EVs, EV-related products and associated services, is relatively new and growing
quickly, it is the focus of various ongoing government and regulatory initiatives and enquiries, the
outcomes of which are unknown and could impact our ability to pursue our intended strategies,
customer behaviours and/or limit the full extent of the value that we have forecasted.
Further, if we are unable to comply with any laws or regulations that are introduced, we could be
blocked from execution and/or, if not managed properly, be subject to significant liabilities, which
could adversely affect our business, brand, financial condition, results of operations and prospects.
For example, withdrawal of policy supporting the EV industry, such as the postponement of the
2030 deadline for the end of ICE and hybrid sales (until 2035) might decelerate EV growth in the
short/near term, but the ultimate size of the market remains.
We continue to maintain good relationships with the various government departments that
potentially impact our business. We actively engage with government and regulatory consultations,
which provide valuable insights into policy direction that we feed into our strategy.
We also seek to engage with policy-makers and the wider industry via the leading trade association
ChargeUK. We were one of the founding members of ChargeUK and our CEO, Andy Palmer, sits on
the All Member Council and our Head of External Affairs is an elected officer and sits on the Board.
We have set up a Policy and Regulatory Focus Group, bringing together key stakeholders from across
the business, to ensure that we retain our focus on future new or changing policy or regulations, in all
countries in which we operate, that may create opportunities or risk for the Company. This group
advises the Senior Management Team to ensure that our commercial strategy and technology
investment plans account for and adhere to government plans as they are communicated.
At the same time, international expansion into carefully chosen EU markets will also mitigate our
exposure to policy risk in the UK. Governments across Europe are promoting the transition to EV
in their countries through the application of domestic and EU-supported grants and subsidies.
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
1
2
3
4
5
Increased
Governance
Financials
85
Pod Point
Annual Report and Accounts 2023
Strategic Report
6. 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 chargepoints conduct electricity and as such carry an inherent potential electrical hazard risk.
Our chargepoint operations involve the installation, maintenance and operation of electrical
equipment and systems, which could expose our customers, employees, partners, installers and
the public to a number of hazards, including electrical lines and equipment, mechanical failures,
transportation accidents and adverse weather conditions. These hazards can cause personal
injuries and loss of life, damage or destruction of property and equipment, and other related
damage, liability or loss.
Our Head of Health and Safety is responsible for providing advice on all related matters and to
ensure our standards and methods for internal reporting and management of health and safety
risks are appropriate. We are investing in general health and safety training across operations to
support and drive health and safety competence across the business.
We ensure our domestic and commercial chargepoints are designed and manufactured to meet all
appropriate industry standards and regulations. We strive to make them safe for use by customers,
and safe for installation and maintenance by trained and competent engineers. Our chargepoints
are also installed with upstream electrical isolation protection as well as practical safeguards such
as guardrails, lighting, signage and bay markings to minimise the electrical hazard. We also 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. All of our commercial installations receive quality assurance and health and
safety checking and assessment prior to handover and acceptance.
For our installations, we check for compliance with the Electricity at Work Regulations and the
IET Wiring Regulations. Our work standards are overseen by the National Inspection Council for
Electrical Installation Contracting along with internal quality assurance. We also hold SafeContractor,
Avetta, ConstructionLine and SMAS accreditation for Safe Systems in Procurement.
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 continuous improvement culture.
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.
All training and health and safety assessments apply equally to our in-house installers and to third-party
sub-contractors we use. We apply stringent pre-qualification assessments for sub-contractors,
prioritising health and safety alongside technical competence. Sub-contractor installations and
certifications are also sampled and inspected for health and safety and quality assurance. Our
installers are required to supply HSE RIDDOR and LTI reports to us in relation to any incident.
Risk management
continued
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
1
2
3
5
Stable
Governance
Financials
86
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
7. Our technology could have undetected defects, errors or bugs in hardware or software
Risk
Mitigation
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 chargepoint hardware
through updates and enhancements. It is possible that this process may introduce defects or errors
that may not be detected until after deployment to customers and installation of chargepoints. In
addition, if updates or patches are not implemented, or our products and services are not used
correctly or as intended, inadequate performance or disruptions in service may result.
We may be subject to claims that chargepoints have malfunctioned and persons were injured or
purported to be injured and/or property was damaged or purported to be damaged. Any insurance
that we carry may not be sufficient, or may not provide cover in all situations.
We continue to invest in and improve the functionality and design of our chargepoints and the
software and systems which support them.
The new software development structure moves us towards continuous integration and delivery,
allowing us to verify and release software more quickly and reliably. Our firmware (device software)
team is also integrated in this process and working more closely with our Network teams.
Our Hardware team works with a world-class manufacturing partner, who can assist with the
validation and testing of our devices. We also engage with external test houses, such as the BSI to
assist with compliance testing.
Furthermore, we have extended the number of tests we execute on our hardware release, which
includes the introduction of sun exposure testing and cycle testing.
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
1
2
3
4
Stable
Governance
Financials
87
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
8. Disruptions to our network and IT systems, including from malware, viruses, hacking, phishing attacks and spamming
Risk
Mitigation
As technology is central to our business, it is critical that we safeguard our data and information,
ensuring security and privacy, and reducing risk of human error. Our trusted brand relies upon
customer confidence in our IT systems and the security measures we have in place to protect their
data from being compromised.
We depend on our IT systems to, among other things, operate and manage our chargepoints,
exchange information with our commercial partners and customers, and to maintain financial
records and accuracy. IT systems failures, including risks associated with upgrading systems,
network disruptions or a cyber attack could disrupt operations or lead to fraud 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 costs. Computer
malware, viruses, physical break-ins, a cyber attack or similar disruptions could lead to fraudulent
activity, regulatory sanctions, claims and other liabilities, and interruption and delays to our services
and operations as well as loss, misuse or theft of data.
3G and 4G network outages could adversely affect our network communication capabilities,
as well as user interaction with our mobile application and chargepoints. If our mobile application
is unavailable when customers attempt to access it, or it does not load as quickly as they expect,
customers may seek other services, which could have a material adverse effect on our business,
financial condition, results of operations and prospects.
In addition, our IT 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, 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.
Lastly, regulatory and statutory requirements in this space are becoming more stringent, and failure
to meet these obligations, such as those enshrined in data privacy and protection laws, could result
in enforcement action, fines, and reputational and financial damage in the form of lost contracts
and business relationships.
Our Chief Technical Officer has commissioned a deep review of our IT security posture and is
building an experienced team responsible for risk and vulnerability assessment, and ensuring that
appropriate systems, processes and software are deployed to reduce risk wherever possible.
Our Data Privacy Officer is also responsible for the maintenance of a robust programme of
compliance with UK data privacy legislation (such as UK GDPR) in respect of our current business
operations and is advising the business with respect to our plans to grow internationally and with
flexibility services.
We apply market standards in relation to encryption, virus protection and data security. In 2023,
we implemented enhanced authentication platforms and application firewalls in front of all
public-facing services. We have also implemented Microsoft single sign-on and multi-factor
authentication across platforms. We also have processes and policies in place to react and respond
to significant incidents and disruptions to business continuity.
In addition, we use third-party firms to test the robustness of our systems and processes.
We have improved communication technology in our chargepoints to reduce the impact of weak
and or intermittent network coverage.
Furthermore, we are continuing to invest in the security infrastructure protecting our operating and
backup systems as we continue to grow as an organisation.
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
1
2
4
Increased
Governance
Financials
88
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
9.
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
The ability to hire and retain suitably skilled, capable, driven employees aligned to our vision,
mission, purpose and values, is key to our success. Currently, in a time of change, the risk of
increased attrition and damage to our employer brand is increased.
Our future performance depends to a significant degree on the continued service of senior
managers and other key personnel, including employees involved in research and development,
sales and marketing, as well as employees with critical 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 have put in place competitive remuneration packages for all employees, which aim to
encourage strong performance and the retention of key staff. These packages are in line with listed
company norms.
We are putting in place a new structure and subsequently identifying the existing incumbents, new
roles and capabilities required in order to put relevant recruitment and/or retention plans in place.
We are investing in a new office in order to bring people together to create cohesion, collaboration
and a feeling of ‘on the bus’ togetherness. We move to our new offices in early 2024. We undertake
regular staff surveys, which cover employee satisfaction levels, culture and benefits, as well as
diversity and inclusion. Other engagement activities are outlined on pages 58 to 63 and 72.
We undertake detailed exit interviews to gather honest feedback on issues faced by employees and
areas we can do better.
Regular all-hands team meetings are held with the CEO to ensure all staff know our strategic
direction and to gather valuable feedback.
10. Delay or disruption to execution of our international expansion and Energy Flex plans during a period of cost-optimisation and transformation
Risk
Mitigation
Delivery of our Powering Up transformation plan is a strategic imperative for the Company. It is built
on three interconnected priorities: focusing on core strengths and leveraging them into selected
international markets; driving customer lifetime value through new propositions such as Energy Flex;
and successfully implementing a cost optimisation programme across the business.
Executing all of these priorities simultaneously, particularly in an environment of material cost
reductions, raises the execution risk of the Powering Up transformation plan. If managed poorly,
resource constraints, loss of key staff; and distraction, could lead to delay and disruption to the
execution of the plan.
Execution of our Powering Up plan, and its various initiatives including international expansion and
Energy Flex, is supported by three senior project managers applying a robust project governance
framework that drives effective internal communications, prioritisation resolution, resource
allocation and delivery.
With respect to international expansion, we are initially pursuing a ‘capital-lite’ approach to enable
us to move quickly into selected markets to win immediately available trading opportunities. We
also intend to work closely with EDF, leveraging their existing presence and resources, in certain
selected countries to support the execution of our strategy.
We are working with global and local advisory teams (based in the target countries) to provide
market insights, as well as legal, tax, financial and other regulatory support.
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
1
2
3
4
5
Increased
3
4
5
New risk
Governance
Financials
89
Pod Point
Annual Report and Accounts 2023
Strategic Report
Risk management
continued
11. Value from energy flexibility services could be impacted by regulatory developments or unexpected changes in customer demand or behaviour
Risk
Mitigation
The evolution of EV charging technology towards the provision of smart charging and scheduling
services to customers and flexibility, and grid load management services to grid companies and
energy retailers is relatively nascent. Charging point operators in the UK have only recently
embarked on the commercialisation of these services for their customers and partners.
As with all new technology and markets, the uncertainty of regulatory developments and the
inherent unpredictability of customer demand and behaviour, presents a risk that Pod Point is not
able to achieve the full anticipated value or scale from providing flexibility services that our research
and planning indicates. This is a particular risk given the proximity to and reliance upon the
regulation of retail energy supply and grid-related services, plus the reliance on consumers to
actively participate in any Energy Flex programme by plugging in their vehicle when planned.
During 2023, we carried out extensive market research supported by a leading international
strategy consultancy, that indicated there could be significant value to be realised from the
provision of flexibility services, as described in more detail on page 15.
Our research draws on the business case of flexibility services provided by commercial battery
storage, in conjunction with our own market and customer insights into evolving customer charging
needs and behaviours.
We are pleased to say that early results from our flex activities, as illustrated on page 24, reinforce
our confidence in the future opportunity in this space. We are moving fast and our current customer
participation results are strong. To date, grid flex revenue is beating expectations, reinforcing the
business case and, currently, making us a UK market leader.
Our Policy and Regulatory Focus Group, as described above, brings together key stakeholders from a
across the business that are critical to the success of Energy Flex at Pod Point. Our Grid team and Policy
and Regulatory Focus Group liaise closely with relevant government offices and trade associations
such as the Association of Decentralised Energy with whom we are members. We will continue to
plan ahead for any potential regulatory or market changes that could impact this strategy.
The confirmed introduction of the modification to the Balancing and Settlement Code in November
2024 suggests that policy makers are moving towards (rather than against) a more favourable
regulatory landscape for charging point operators to participate in the flexibility services value
chain as a trusted partner to consumers.
Strategic impact key:
1
UK Home
2
UK Workplace
3
International Home
4
Energy Flex and Recurring Revenue
5
Cost Efficiency
4
New Risk
Governance
Financials
90
Pod Point
Annual Report and Accounts 2023
Strategic Report
The Board has addressed the prospects and
viability of Pod Point, in accordance with the
UK Corporate Governance Code.
Prospects
Pod Point is one of the UK’s leading providers
of EV chargepoints. We believe that driving,
powered by renewable electricity, will protect
our planet as well as being the most cost-
effective form of car transportation. As a
market leader, we will play a major role in
making that a reality.
Following the strategic review in FY2023, as
set out at page 11, our strategy is based on
a fundamental review of our markets, key
strengths and ability to win. This leads us to
focus on our strategic priorities:
1) UK Home
2) UK Workplace
3) International Home
4) Energy Flex and Recurring Revenue
5) Cost Efficiency
We are managing an orderly exit from
some segments, including fleet depot, public
charging networks, destination charging and
rapid charging.
This means we will focus our attention on
where we see the greatest growth potential
and the strongest financial returns. Home and
Workplace represent around 70% of the market
demand for chargepoints. These are the
segments with longer vehicle dwell times and
therefore create the greatest value in grid
flexibility services. This will build a recurring
revenue stream and a customer base of
enduring lifetime value.
Viability statement
We remain confident that our strategy will allow
us to maximise the opportunity presented to us
by the ongoing growth in electric vehicles.
After taking into account our current position
and the Principal Risks and Uncertainties as
described on pages 76 to 89 of this Annual
Report, the Directors have assessed Pod Point’s
prospects and viability.
Assessment period and process
The business model and strategy as set out
on pages 17 to 21 and 22 to 25 are central to an
understanding of our prospects and viability.
For the purposes of the viability assessment,
we have considered a period to 31st December
2026, the key initial period of the strategic plan
execution, which takes us to positive EBITDA and
cash breakeven. It represents an extract from
the longer business plan, which forecasts the
annual results of and resulting cash flow for the
business to 31st December 2030 (the previous
timeframe by which the transition to all new
vehicles sold in the UK being PiVs was to be
completed).
The prospects and viability of the business are
dictated by:
i)
The rate of increase in PiVs sold each year,
and as a percentage of overall new vehicle
sales, the rate at which those new vehicle
sales translate into demand for chargepoint
installations, and the business’ ability to
maintain the market share of its core Home
and Workplace segments
ii) Success in selling into key European markets
iii) The scale of the Energy Flex
management business
iv) Ability to operate cost effectively
v) The availability of medium-term
financing to manage liquidity through
the assessment period
We assess our prospects primarily through our
annual planning process, led by the CEO with
the CFO. Other relevant functions are also
involved, including finance, sales, marketing,
supply chain, technology and people.
The Board is fully involved in the annual
planning process and is responsible for
considering whether the plan takes appropriate
account of the external environment, including
technological, social, macroeconomic, climate
change and regulatory changes, as well as the
risks and uncertainties of the business.
The output of the annual review process
includes the annual financial budget as well as
an analysis of the risks which could prevent the
plan being delivered. We’ve prepared financial
projections, which include profit, cash flow and
ratios for the period to 2026. The budget for
2024 forms the first year of the business plan
and is considered and, if appropriate, updated
on a monthly basis. Forecasts for subsequent
years are updated based on our strategic
business planning process and reflect results
achieved in the first year. While we have plans
that cover a significantly longer period, scenario
planning demonstrates that the business has
funding in place that supports a viability period
of at least three years.
Viability assessment
The Board has made its assessment of Pod
Point’s prospects with reference to current
market conditions and known risk factors,
including the possible continuing impacts of
cost inflation, the wars in Ukraine and the
Middle East, energy market volatility, climate-
related risks and macroeconomic uncertainty.
The Board has considered financial
performance in 2023 and the risk factors
noted above.
In arriving at a downside scenario which is
considered severe but plausible, the Board has
considered the individual risk factors set out
below. For FY2024, these factors are consistent
with those applied in the going concern
assessment set out above.
A scenario where all occur together is not
considered remote, and therefore this single
scenario represents the downside case applied.
A 5% lower than forecast rate of growth in the
adoption of EVs in the UK
Market share of the Group lower than
forecast by five percentage points in the UK,
and three percentage points in Europe
Inflationary pressure restricting the ability of
the Group to apply unit price increases in later
years
A six-month delay in implementation of the
Flex business
A six-month delay in implementation of
international expansion
A 5% increase in product supplier costs
affecting unit prices paid by the Group
Governance
Financials
91
Pod Point
Annual Report and Accounts 2023
Strategic Report
In the downside scenario, forecast revenues
would be reduced by around 30% over the
assessment period. As a mitigation to this
outcome, the Board would address the cost base
of the business to match this appropriately to
volume. A reduction in overhead costs of around
20% has been applied to the downside scenario,
which is assessed as the lower end of the cost
reductions, which would be achievable if required.
Scenarios such as a data breach, cyber attack
or product recall, have not been modelled in
detail but the likelihood of an occurrence with
a material impact is considered remote.
We have considered climate-related risks as
part of our TCFD disclosure and have deemed
the probability of impact of activity during the
assessment period to be remote. Therefore, no
financial impacts from these risks are included
in the forecast. Since the Group’s commitments
to carbon emission reductions do not have a
significant cost implication (as explained on
page 53 of the strategic report), the impact of
climate change has not had a significant effect
on the forecasts considered.
The Board considers that existing cash
resources will not be sufficient to manage
liquidity throughout the assessment period. As
set out on page 13, in November 2023, the Group
entered into a five-year £30 million credit facility
with its parent EDF Energy Customers Limited.
This facility is expected to be used during the
assessment period and is assessed as sufficient
to provide a minimum of £10 million cash
headroom throughout the assessment period,
in both the base and sensitised scenarios. The
Board has received assurances that EDF Energy
Customers Limited would not seek repayment
of the facility within the assessment period, if
doing so would cause the Group liquidity issues.
Viability statement
continued
Conclusion
The Board has determined that, in view of
the financing in place and mitigating actions
available and within the Group’s control,
no combination of the risks outlined above
would compromise the Company’s viability.
Based on the Group’s existing cash reserves,
and available financing facilities, combined with
cost reduction measures, the business would
retain sufficient cash reserves to continue in
operation for at least three years.
In the event of another risk scenario resulting in an
adverse liquidity impact in excess of the downside
case and other stresses it has considered, the
Group would need to implement additional
mitigation measures and would likely need to
secure additional funding over and above that
which is forecast at the date of this report.
The Strategic Report was approved by the
Board on 17th April 2024.
By order of the Board
Anita Guernari
Company Secretary
Governance
Financials
92
Pod Point
Annual Report and Accounts 2023
Strategic Report
Governance
Our strong
governance
framework
supports
the Group
Chair’s Introduction
93
Compliance statement
94
Board Leadership and Purpose
95
Division of Responsibilities
106
Nomination Committee report
109
Audit and Risk Committee report
112
ESG Committee report
117
Directors’ remuneration report
119
Directors’ report
132
Statement of Directors’
Responsibilities
135
Governance
Financials
93
Pod Point
Annual Report and Accounts 2023
Strategic Report
Chairman’s introduction to governance
Gareth Davis
Chairman
of the Board
Dear Shareholder,
I am pleased to introduce our Corporate Governance Report, in which we describe our governance
arrangements, the operation of the Board and its Committees, and how the Board discharged its
responsibilities during the year.
This year has been another challenging year for Pod Point, as we discuss elsewhere in this Annual
Report, resulting in investment of significant time by my Board colleagues, for which I am grateful.
The Board took some critical decisions, including the appointment of Andy Palmer as interim CEO and
approval of our new focused strategy, Powering Up, with the aim of transforming the business through
a focus on our core strengths in the Home and Workplace markets. Our strong governance framework,
which supports the Group’s long-term strategic goals, is critical in enabling the Board to support the
business and enhance the interests of all our stakeholders for the future. Recognising that there is no
substitute for meeting people to understand the challenges they face, the aspirations they hold and
the culture within which they operate, we increased the number of in-person Board meetings during the
year and improved engagement with senior management, who now regularly attend Board meetings.
Succession
One of our priorities during the second half of 2023 was the appointment of a permanent CEO. The
Nominations Committee oversaw the process for identifying and selecting the CEO, and we are delighted
to have appointed Melanie Lane, with effect from 1st May 2024. The Board was assisted by head-hunters,
who were requested to provide a pool of high-calibre candidates with a wide range of skills and
experience, with particular regard to diversity. As a result of an extensive selection process, Melanie was
considered the best candidate to take Pod Point through its strategic transformation and beyond.
In announcing Melanie’s appointment, on 20th February 2024, we also announced that Andy Palmer
would return to the Board as Chair Designate. He will become Chair at conclusion of the AGM on
5th June, at which point I will become an Independent Non-Executive Director. Karen Myers has also
been appointed as Senior Independent Director on a permanent basis. I sincerely believe these
changes will fully optimise the Board’s composition as we move forward. Further information in respect
of these changes is set out on pages 106 and 109.
Strategy
Recognising the strategic challenges the business faced, we engaged a number of external consultants
to support the Executive Directors, and a newly created transformation team, in a period of intense
work, during which every part of the business was evaluated, to determine a range of strategic options.
A full-day strategy session was held in October, followed by a Board meeting the next day, at which
the strategic options were discussed at length by the Board, enabling them to be narrowed down and
further due diligence and financial modelling to take place. Two further Board meetings were held in
November to enable further discussion and challenge, before approval of the Powering Up strategy
prior to the Capital Markets Day. Details of our strategy and further information about the Board’s
work on strategy can be found on pages 22 and 102 respectively.
Stakeholder engagement
In light of the events during the year, it has been a period of increased stakeholder engagement activity.
Following the appointment of Andy Palmer as interim CEO, I met with our major shareholder EDF and
myself and Karen Myers, the Senior Independent Director, met with other shareholders wishing to
discuss the matter. Following the publishing of our updated market guidance for 2023 and release of
our half-year results, our Executive Directors met with shareholders to provide initial details of our
transformation plan to improve operational and financial performance. We held our first Capital Markets
Day on 16th November, which was well-attended, at which we presented our Powering Up strategy and
held a Q&A session for those attending in person and online. Karen Myers, as Chair of the Remuneration
Committee, met with some of our shareholders, to discuss our approach to Executive remuneration to
incentivise management in the transformation of the business and achievement of our strategic goals.
It has been a year of significant change for our colleagues within Pod Point and Andy Palmer has led
monthly all-hands meetings, and further ad hoc meetings to address important events, to ensure that
our people are kept up to date with the direction of the business. Karen Myers, who is the Board
member responsible for workforce engagement, has attended various meetings and conducted a site
visit, to enable her to interact with a range of employees. Additionally, Karen and Norma Dove-Edwin
held a session with employees to discuss the role of the Board.
We recognise that there will always be room to improve and we have taken steps to address the
matters identified in our 2022 Board evaluation. We have also identified some further areas of
opportunity to develop our Board processes through the 2023 evaluation, which will further strengthen
the Board and its governance. Further details can be found on page 108.
I would like to conclude by acknowledging, with thanks, the hard work of my fellow Directors, the Senior
Management Team and our Pod Point colleagues in meeting the challenges of 2023 and preparing the
way for the Group to move forward in 2024.
Gareth Davis
Chairman
Governance
Financials
94
Pod Point
Annual Report and Accounts 2023
Strategic Report
Compliance with the UK Corporate Governance Code 2018
Statement of compliance with the UK Corporate Governance Code
We are subject to and report against the FRC’s 2018 UK Corporate Governance Code (the ‘Code’), a
copy of which can be found at www.frc.org.uk. The Code is a guide to a number of key components of
effective board practice and is based on the underlying principles of good governance and focus on
the sustainable success of a company over the longer term. Throughout the year, and at the date of
this report, the Company has complied with all provisions of the Code.
This Governance Report has been divided into sections that correspond with the five main sections
of the Code. We have applied the Code’s principles through our Board and governance structures,
and information about our compliance with the Code’s principles and provisions can be found in the
following sections of this report with cross-references to other sections of the report and/or our website
(www.investors.pod-point.com), where more detailed descriptions are available.
Section
Pages
1. Board leadership and purpose:
Purpose and culture
103
Shareholder engagement
105
Workforce engagement and whistleblowing
104
Engagement with key stakeholders
69 to 74
Management of conflicts of interest
104
2. Division of responsibilities:
The role of the Board and committees
100
The balance of the Board and division of responsibilities
106
Director independence
106
Time commitments of Non-Executive Directors
111
3. Composition, succession and evaluation:
Nomination Committee Report
(including Board appointments, succession and Board diversity)
109 to 111
Skills, experience and length of service
95 to 97
Professional development and training
107
Board evaluation
107
Succession planning
109
Diversity
110
Section
Pages
4. Audit, risk and internal control:
Audit & Risk Committee Report
(including review of the internal audit function and external auditor
and processes for overseeing financial and narrative reporting)
112 to 116
Procedures for managing risk and internal controls (principal risks and uncertainties)
115
Viability statement
90
Risk management
76 to 89
Going concern
30
5. Remuneration (the Directors’ Remuneration Report):
Remuneration Policy
128
Remuneration outcomes
123 to 125
Wider workforce remuneration
128
Executive and Non-Executive Director remuneration
123
The following documents are also available on our investor website:
Schedule of matters reserved to the Board
Statement of responsibilities of the Chair, Chief Executive Officer and Senior Independent Director
Terms of reference: Audit & Risk, Nomination, Remuneration and ESG Committees
Governance
Financials
95
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board leadership and purpose
Gareth Davis
Non-Executive Chair of the Board
N
Dr Andy Palmer CMG
Chief Executive Officer
A
N
R
E
David Wolffe
Chief Financial Officer
Date of appointment
Date of appointment
Date of appointment
9th November 2021
9th November 2021
3rd January 2023
Experience
Experience
Experience
Gareth began his career at Imperial Brands plc and
served as Chief Executive from 1996 to 2010. He was a
Non-Executive Director of DS Smith plc from 2010 to
2011, and served as Chair from 2012 to January 2021.
Gareth also served on the boards of Ferguson plc
(as Non-Executive Director from 2003 to 2004, Senior
Independent Director from 2004 to 2011 and Chair
from 2011 to 2019), William Hill plc (as Chair from 2010
to 2018), M&C Saatchi (as Deputy Chair from 2020
to 2021 and Chair from 2021 to 2023), and Gresham
House Ltd (as Non-Executive Director from 2019 to
2023). Gareth has a Bachelor of Arts in Economics
and Geography (Hons) from the University of
Sheffield.
Andy has more than 44 years’ experience in the
automotive industry. He served as President and
Group Chief Executive of Aston Martin Lagonda
Global Holdings plc from 2014 to 2020 and Chief
Operating Officer and Chief Planning Officer of
Nissan Motor Corporation from 2013 to 2014 (where
he also served in a variety of positions, 13 years in
Japan after heading Nissan Engineering in Europe
for ten years). From mid-2020 until the end of 2022,
Andy served as Executive Vice Chair & CEO of Switch
Mobility Ltd, and Chair of Optare plc. He currently
serves as Non-Executive Chair to InoBat AS, Ionetic
Ltd, Brill Power Ltd and Hilo Ltd.
Andy holds an Engineering Master of Science from
the University of Warwick and a PhD in Engineering
from Cranfield University. He is a Fellow of the Royal
Academy of Engineering, a Fellow of the Institution of
Mechanical Engineers and a Fellow of the Chartered
Management Institute. Andy was honoured in 2014
with a Companion of the Most Distinguished Order
of Saint Michael and Saint George for contribution
to the British automotive industry.
David was appointed to the Pod Point Board as
Chief Financial Officer from January 2023. He has over
20 years’ experience in board-level roles for both public
and private businesses, including the Group CFO roles
at Ted Baker plc and HMV Group plc. His experience
includes raising £100m of new equity, refinancing with
banking syndicates, and M&A execution. He has held
senior financial executive positions at leading global
consumer and technology businesses, including the
roles of CFO at AOL Europe during the internet access
revolution, and Finance Director of ITV Studios, the
production arm of ITV plc. David has also been iterim
CFO in a series of private equity backed high-growth
technology businesses. His professional and
educational background includes Fellowship of CIMA,
the Chartered Institute of Management Accounting,
an MBA from INSEAD, and an MEng Manufacturing
Engineering, Cambridge University.
External appointments
External appointments
External appointments
None
Andy is Chair of Inobat AS, Ionetic Ltd, HiLo EV
Limited and Brill Power Limited, and Founder of
Palmer Automotive Ltd., a consulting company to the
automotive industry. Andy serves as an Honorary
Group Captain in the RAF.
None
A
Audit & Risk Committee
E
ESG Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Our Board
It’s been a year of
significant change.
Gareth Davis
Chair of the Board
Governance
Financials
96
Pod Point
Annual Report and Accounts 2023
Strategic Report
Karen Myers
Senior Independent
Non-Executive Director
A
E
N
R
Philippe Commaret
Non-Executive Director
Rob Guyler
Non-Executive Director
N
Dr Margaret Amos
Independent Non-Executive Director
A
E
N
R
Date of appointment
Date of appointment
Date of appointment
Date of appointment
9th November 2021
29th January 2020
11th February 2020
9th November 2021
Experience
Experience
Experience
Experience
Karen is the Group HR and Corporate
Communication Director for Mobico Plc
(formerly known as National Express) since
September 2021. Her remit includes corporate
affairs and Karen has direct responsibility for
the company’s global sustainability policy.
Karen has over 25 years experience in FTSE
companies performing various senior HR
and Corporate Communication roles. Prior to
Mobico, Karen worked at William Hill plc from
2015 until 2021 as Chief HR Officer, taking on
additional accountability for Corporate Affairs
in 2019. Karen also served as Chair of the
William Hill Foundation from 2015 to 2021 and
has been a Non-Executive Director and
Remuneration Committee Chair for KellyDeli
Ltd since January 2020. Karen has a Master
of Arts (Hons) in Modern History from the
University of Dundee and is an associate
of the Chartered Institute of Personnel
and Development.
Philippe was appointed as a Non-Executive
Director in January 2020. He has served as
Managing Director, Customers at EDF Energy
since December 2019 and has worked in
various capacities at EDF since January 2000.
Philippe graduated from CentraleSupélec,
a French graduate engineering school.
Rob was appointed to the Board as a
Non-Executive Director in February 2020.
He currently serves as Chief Financial Officer,
EDF Energy, a position he has held since 2015.
Rob also served as Finance Director for EDF
Energy Nuclear Generation Ltd from April 2009
to February 2015. He has a BSC Hons in Business
Studies from the University of Bradford and is
qualified as a Chartered Management
Accountant (ACMA).
Margaret began her career at Rolls-Royce plc
in 1990, and most recently served as Senior
Finance Business Partner, Aerospace (from
2013 to 2015) and Finance Director, Corporate,
IT and Engineering (from 2015 to 2017). After
Rolls-Royce plc, Margaret founded and acted
as Managing Director of A2 Business Solutions
from 2018 to 2020. She was previously a
Non-Executive Director of NMCM plc and
Velocity Composites plc.
Margaret holds a doctorate in Professional
Practice from the University of Derby and a
master’s in Global Supply Chain Management
(with distinction) from the University of
Nottingham. She is a fellow of the Chartered
Institute of Management Accountants and the
Chartered Institute of Procurement and Supply.
External appointments
External appointments
External appointments
External appointments
Group HR and Corporate Communication
Director for Mobico Plc.
Philippe is Managing Director, Customers at
EDF Energy.
Rob is Chief Financial Officer at
EDF Energy.
Margaret is a Non-Executive Director and Chair
of the Audit Committees of the Trust Alliance
Group (not-for-profit organisation) and Tyman
plc, and a Non-Executive Director of Hunting
plc (where she is also member of each board
committee) and Volution Group plc (where she
is also a member of the Audit Committee).
Board leadership and purpose
continued
Our Board
continued
A
Audit & Risk Committee
E
ESG Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Governance
Financials
97
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board leadership and purpose
continued
Our Board
continued
Norma Dove-Edwin
Independent Non-Executive Director
A
N
R
Dr Erika Schraner
Independent Non-Executive Director
A
N
R
Date of appointment
Date of appointment
9th November 2021
9th November 2021
Experience
Experience
Norma is a technology executive with over 20 years of
experience, with a focus on business transformations
and the purposeful use of digital, data and technology
to drive growth. Norma most recently served as the
Chief Digital and Information Officer at Thames Water,
where she was responsible for managing the
technology function and leading the digital
transformation at Thames Water. Prior to this, she held
several executive roles serving as the Chief Information
Officer at the Electricity System Operator, National Grid
(from 2020 to 2022) and the Group Chief Data and
Information Officer at Places for People (from 2017 to
2020). She also held a number of senior positions at
British American Tobacco plc from 2008 to 2017,
including as Head of Global Data Services from 2016
to 2017. Norma holds a Bachelor of Science from
Queen Mary University of London, a Master of Science
from the University of Stirling and a Master of Business
Administration from Imperial College London.
Erika has held a number of senior leadership roles in
global organisations with a career spanning 25 years
in Silicon Valley, UK and Europe, in Fortune 500
Technology companies and the Big 4 professional
services firms. Most recently, Erika served as Partner,
UK Leader for M&A Integration Services and UK Leader
for Technology, Media and Telecommunications M&A
Advisory Services at PricewaterhouseCoopers LLP from
2013 to 2018. Prior to that until 2013, Erika was a partner
and the Americas’ Operational Transaction Services
Leader for the technology sector at Ernst & Young LLP.
Erika has held a number of supply chain management
and operations roles in her career, including at IBM
Corporation (from 1994 to 1996), REL Consultancy Group
Ltd (from 1996 to 1998) and Symantec Corporation Inc
(from 2003 to 2007). Erika holds a Bachelor of Science
and a Master of Science from the Swiss Federal Institute
of Technology Lausanne, and a PhD and Master of
Science from Stanford University.
External appointments
External appointments
Norma is a Non-Executive Director of HSBC Bank plc.
Erika is a Non-Executive Director at JTC Group plc,
where she chairs the Nomination Committee, at
Videndum plc, where she chairs the Audit Committee, at
HgCapital Trust plc, where she chairs the Management
Engagement Committee and at Bytes Technology plc,
where she chairs the Remuneration Committee and is
the Senior Independent Director.
A
Audit & Risk Committee
E
ESG Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Governance
Financials
98
Pod Point
Annual Report and Accounts 2023
Strategic Report
5 Men
4 Women
5 Independent
4
Non-Independent
Meetings
The attendance of the members of the Board and its committees is reported in relation to meetings
held from January to December 2023, against the number of meetings they were eligible to attend.
Director Board and Committee meeting attendance table
Board
Audit & Risk
Committee
Remuneration
Committee
Nomination
Committee
ESG Committee
Gareth Davis
10/10
n/a
n/a
4/4
n/a
Dr. Andy Palmer CMG
1
10/10
2/2
5/6
1/2
3/4
David Wolffe
10/10
n/a
n/a
n/a
n/a
Karen Myers
10/10
4/4
10/10
4/4
4/4
Dr. Margaret Amos
10/10
4/4
10/10
4/4
4/4
Philippe Commaret
2
8/10
n/a
n/a
n/a
n/a
Rob Guyler
3
9/10
n/a
n/a
4/4
n/a
Norma Dove-Edwin
4
9/10
4/4
10/10
4/4
n/a
Dr. Erika Schraner
5
9/10
4/4
9/10
4/4
n/a
Erik Fairbairn
(stepped down 6th July 2023)
4/5
n/a
n/a
n/a
2/2
1
Dr Andy Palmer was unable to attend the ESG Committee meeting in March as the meeting was scheduled
prior to his appointment to the Committee and he was overseas. Although a member of the committees at
the time, he was not permitted to attend the Nomination and Remuneration Committee meetings in July at
which his appointment as interim CEO and remuneration were being discussed.
2
Philippe Commaret was unable to attend the Board meetings in January and February due to a previously
arranged holiday and business commitment respectively.
3
Rob Guyler was unable to attend an unscheduled Board meeting in November, which was arranged at short
notice, due to a business commitment.
4
Norma Dove-Edwin was unable to attend the Board meeting in June due to a previously arranged business
commitment.
5
Erika Schraner was unable to attend unscheduled Board and Remuneration Committee meetings in July and
December respectively, which were arranged at short notice, due to previously arranged holidays.
Board leadership and purpose
continued
Our Board
continued
Board members
by gender
Balance of
the Board
Score: 1 = Moderate
2 = Intermediate
3 = Advanced
Board skills
Digital Technology & IT
International Expansion
Shareholder Engagement
Industry & Associated Industry Experience
Executive & HR Management
Sustainability / ESG
Corporate Governance & Ethics
Risk Management
Accounting & Finance
Strategy
Average Score
Skills Area
3.00
0
0.50
1.00
1.50
2.00
2.50
Governance
Financials
99
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board leadership and purpose
continued
Our Board
continued
Role of
the Board
The primary role of the Board is to lead Pod Point in
a way that ensures its long-term success. The Board
is responsible for approving Group strategy and for
overseeing its implementation. Subject to applicable
legislation and regulation and the Articles of Association,
the Directors may exercise all powers of the Company.
The Board exercises oversight of our Company and
in doing so ensures that the strategy is consistent with
our purpose and is delivered in line with our values.
In support of protecting and growing stakeholder value,
the Board continually monitors the internal controls,
risk management and viability of the Company,
as well as considering the views of stakeholders.
The Board has approved a governance framework of systems and controls to
effectively discharge its collective responsibility. The framework includes the
delegation of specific authorities to the Board’s Committees. The terms of reference
for these Committees, which were reviewed during the year, can be found on our
website www.investors.pod-point.com.
Governance
Financials
100
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board leadership and purpose
continued
Our Board
continued
Governance framework
There is a clear division of responsibilities between the
Board, its Committees and the Senior Management Team.
Board of Directors
Chaired by Gareth Davis
Roles and responsibilities
Establishes strategic
direction of the Group
and ensures alignment
with purpose and values
Oversees the performance
of the Executive Directors
in fulfilling set strategic
objectives
Establishes and oversees
the framework for risk
management and internal
control
Engages with the
Company’s shareholders
and other key stakeholders
Oversees the integrity
of financial reporting
including approval of
financial results
announcements
Approves conflicts
of interest
Nomination Committee
Chaired by Gareth Davis
Roles and responsibilities
Oversees Board composition and succession planning
Oversees the Board appointment process
Recommends annual Director re-elections
Approves Board and Committee membership
Approves Directors’ external appointments
Oversees Board training and evaluation
Oversees Board and workforce diversity and inclusion
Nomination Committee Report can be found on page 109
Remuneration Committee
Chaired by Karen Myers
Roles and responsibilities
Oversees Executive Group remuneration, policy and practices
Oversees Executive Group service agreements, termination
payments and benefits
Oversees Group share schemes
Oversees disclosure of information, reporting and shareholder
approval with regards to remuneration
Remuneration Committee Report can be found on page 119
ESG Committee
Chaired by Dr Margaret Amos
Roles and responsibilities
Monitors sustainability strategy and reporting
Oversees stakeholder engagement
Reviews and recommends ESG policies and procedures
Oversees workforce engagement plans and strategy
The committee is supported by an Executive ESG Working
Group. The ESG Committee Report can be found on page 117
ESG Working Group
Roles and responsibilities
Supports the ESG Committee in fulfilling its responsibilities
Reviews the Company’s statutory and regulatory reporting
requirements in relation to ESG matters when preparing
Annual Reports
Maintains the ESG Working Group action plan
Market Disclosure Committee
Roles and responsibilities
Assesses inside information
Approves RNS announcements
Audit & Risk Committee
Chaired by Dr Margaret Amos
Roles and responsibilities
Monitors integrity of financial reporting
Oversees internal audit function
Oversees external audit process and quality
Oversees internal control and risk management systems
Oversees whistleblowing mechanisms, fraud and bribery prevention
Audit & Risk Committee Report can be found on page 112
Senior Management Team
Roles and responsibilities
Delivers strategy and day-to-day management of the Group’s
operations
Operates the risk management framework and internal controls
environment
Governance
Financials
101
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board leadership and purpose
continued
Our Board
continued
Board activity
The focus of this report is on the Board’s
activities as it has continued to build upon
the foundations set during the Company’s
admission to listing on the Main Market of the
London Stock Exchange in November 2021
(‘IPO’), and to further develop and embed the
corporate governance structures in order to
fully comply with the requirements of the
UK Corporate Governance Code.
Strategy and business model
The Pod Point mission has been updated during
the year – to make living with an EV easy and
affordable for everyone.
The strategy to achieve the mission will be
achieved through the successful execution
of our five strategic priorities:
1) UK Home
2) UK Workplace
3) International Home
4) Energy Flex and Recurring Revenue
5) Cost Efficiency
Further information about the strategy can be
found on pages 22 to 25 of the Strategic Report.
During the extensive strategic review, the Board
assessed and updated the Company’s purpose
and business model, and have redefined the
basis upon which Pod Point will generate and
preserve value over the long term (the business
model can be found on pages 17 to 21 of the
Strategic Report). As part of its strategic review,
the Board considered the risks and
opportunities of the various strategic options
presented at the Company’s Strategy Day and
following in-depth discussions, two strategic
options were chosen for further due diligence
and financial modelling. These were brought
back to a Board meeting the following month,
which enabled further discussion and challenge
before the options were narrowed to one and
further detailed financial analysis was
undertaken. The Board approved the Powering
Up strategy before the Capital Markets Day.
Operational performance
The Board is responsible for ensuring that the
necessary resources are in place for the Company
to meet its objectives and measure performance
against them. Review and approval of the annual
budget forms part of this assessment, in addition
to the Board’s ongoing assessment of the
Executive Directors’ implementation of the
approved strategy. The Board Strategy Day in
October provided an important opportunity to
engage with the Executive team in a full-scale
strategic review of the business. The output from
the Strategy Day provided the basis for the
Board’s review of the 2024 business plan and
budget in December. The Board has a schedule
of matters reserved to it for decision and the
requirement for Board approval on these matters
is communicated widely throughout the senior
management of the Group.
Information and support
Contact is maintained by the Board through
email, telephone and video calls with written
updates provided in respect of ongoing issues,
enabling regular input from all Board members.
To enable the Board to function effectively and
Directors to discharge their responsibilities,
full and timely access is given to all relevant
information. In the case of Board meetings,
this consists of a comprehensive set of papers,
including regular business progress reports
and discussion documents regarding specific
matters. Board meetings are of sufficient
duration to enable debate, challenge and
discussion, ensuring adequate analysis of
issues during the decision-making process.
Governance
Financials
102
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board activities
Summary of Board activities during the year
Strategy
Reviewed progress on strategic projects, such as product development
Directors attended a full one-day Strategy Day, Board meeting and two subsequent meetings
to approve the Powering Up strategy
Attended the Capital Markets Day
Sought an improved methodology for the calculation of Pod Point’s market share trends
Received regular updates on progress against the Environmental Strategy
Financial and operational performance
Received regular reports from the CEO and senior management on industry, sales and operational
performance
Reviewed 2023 forecasts and quarterly reforecasts
Approved the 2024 business plan and budget
Regularly reviewed the trading performance of the business and updated the market as required
On the recommendation of the Audit & Risk Committee, reviewed and approved the 2022
Preliminary Statement, 2022 Annual Report and 2023 Interim Report
Agreed a £30 million credit facility with EDF to support the Powering Up strategy
Governance & risk
Regularly reviewed the IT structure, product development plans and cyber security
Reviewed the Internal Audit plans
Reviewed Internal Audit Reports on IT general controls, cyber security and inventory controls
Reviewed the system of internal controls
Regular review of the Group’s risk register and principal and emerging risks (set out on pages 79 to 89)
Regularly reviewed related party transactions
Culture, purpose and values
Reviewed and approved changes to the Company’s purpose and mission
Reviewed workforce policies and practices
Reviewed and discussed engagement survey results and culture
Reviewed the whistleblowing policy and management actions to encourage reporting of concerns
Received regular health and safety updates, including presentations from the Head of Health &
Safety
Stakeholders
Reviewed the Company’s key stakeholders and mechanisms for engagement and for ensuring their
interests have been considered in Board decision-making (the S172 statement can be found on
pages 69 to 74)
Received updates on Board workforce engagement
Reviewed shareholder analysis at each Board meeting and feedback following results presentations
Agreed ESG metrics and targets
Agreed environmental and social core activities for 2024
Appointments and diversity
Appointed Andy Palmer as interim CEO
Appointed Karen Myers as Senior Independent Director
Reviewed Board succession planning
Reviewed the Board Diversity Policy
Remuneration
Reviewed incentives within the scope of the Remuneration Policy to support implementation of the
Powering Up strategy
Approved bonus payout for 2022 and set performance conditions for 2023
Approved the awards under the DBSP and LTIP and set performance conditions
Reviewed the Gender Pay Gap Report and CEO pay ratio
Approved remuneration arrangements related to the change of CEO
Corporate governance
The Chair held meetings with the Non-Executive Directors without management present four times
during the year
The Senior Independent Non-Executive Director met with the Non-Executive Directors to review the
performance of the Chair
Reviewed and approved the schedule of matters reserved to the Board and other governance
policies and procedures
Approved a revised Delegation of Authority
Undertook a Board and Committee performance evaluation and agreed a follow-up action plan
which can be found on page 108
Received regular updates from each of the Committees
Board leadership and purpose
continued
S
t
r
a
t
e
g
y
C
u
l
t
u
r
e
P
o
w
e
r
e
d
b
y
o
u
r
p
e
o
p
l
e
V
a
l
u
e
s
Governance
Financials
103
Pod Point
Annual Report and Accounts 2023
Strategic Report
Focus on UK Home and Workplace, plus
capital-lite International
Driving Energy Flex and Recurring Revenue
Cost Efficiency
Purpose
Driving shouldn’t
cost the earth
Board leadership and purpose
continued
Purpose:
Our purpose was why Pod Point was founded and continues to drive everything we do.
Strategy:
Our strategy will deliver on our purpose and create future value through our EV charging
solutions in the Home and Workplace markets and Energy Flex services. Further detail on these can
be found in the Strategic Report on pages 22x to 25.
Values:
Our values help shape our culture and what it means to be a Pod Pointer.
Culture:
Our culture will play a key role in the delivery of our new strategy and the long-term success
of the business.
Mechanisms for monitoring and assessing culture
The Board is responsible for monitoring and assessing culture, and ensuring that policy, practices and
behaviours throughout the business are aligned with the Company’s purpose, values and strategy.
The Board strives to embed the Company’s values into the organisation through leading by example
and setting a positive tone from the top.
The Board has drawn upon a variety of metrics and indicators to monitor and assess corporate culture,
including:
Feedback from the Board’s engagement with employees and from the NED responsible for
Workforce Engagement (see Workforce Engagement below)
Results of Company-wide engagement surveys and pulse surveys and resulting eNPS scores
Monitoring of staff turnover and leaver reasons, grievances and Glassdoor scores
Reports on health and safety performance at each Board meeting
Number and summary of whistleblowing reports
The outcome of the Board’s monitoring shows that overall, whilst engagement was good in Q1, both
engagement and our culture have suffered as a result of the significant changes and commercial
pressures in the business during the second half of the year. The April 2023 engagement survey,
which had a participation rate of 81%, showed overall engagement at 67% with an eNPS score of 22.
Subsequently, in October, a survey created by an external consultant, which had a participation rate
of 68%, recorded an eNPS score of -22. The decrease in score results primarily from the significant
changes in the business creating uncertainty, with culture, staff turnover and workload all being seen
negatively. As we work to transform the business, through our Powering Up strategy, the Board and the
People Team will focus on how we rebuild our culture, which will be key to the long-term success of the
business, and we will ensure that we dedicate Board time to it.
Purpose, values, culture and strategy
Human:
We will treat
people according
to their needs
Industrious:
We will work hard
to do what needs
to be done
Driven by purpose:
Every Pod Pointer
believes in our
purpose and is
committed to a
sustainable future
with EV charging
at the heart of
what we do
Guiding:
We will motivate
people to join us
on our journey
Succeeding
together:
We’re creating a
workplace where
people can be at their
best for themselves
and the business
Be your whole
self at work:
We celebrate
individuality and
things that make
you ‘you’
Visionary:
We will create
the solutions for
the problems that
don’t exist yet
Governance
Financials
104
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board leadership and purpose
continued
Whistleblowing
The Board and Senior Management Team are committed to conducting Pod Point’s business with
honesty and integrity, and expect everyone involved with the Company to maintain these high standards.
Consequently, Pod Point’s whistleblowing policy, which was reviewed during the year, sets an expectation
that employees should raise concerns in confidence either through their line manager or the People
Operations Team or, if they wish, anonymously through our appointed third party. The Board (via the
Audit & Risk Committee) receives regular reports regarding any issues raised via the mechanism and
ensures that arrangements are made for the proportionate and independent investigation of any
matters required, including any follow-up action.
During the year, no whistleblowing reports were made.
Conflicts of interests
At the beginning of Board meetings, Directors are generally reminded of their duties under sections 175,
177 and 182 of the Companies Act, which relate to the disclosure of any conflicts of interest prior to any
matter that may be discussed by the Board. They are also required to provide an annual declaration
of interests. As part of the process to manage conflicts of interest, Directors also notify the Board of
any other new Board and other appointments that they have or are about to take on. In addition,
EDF has entered into an agreement with the Company (the ‘Relationship Agreement’) to ensure that
relationships between it and the Company are conducted at arm’s length and on normal commercial
terms. Messrs Commaret and Guyler have been appointed to the Board by EDF pursuant to the
Relationship Agreement. The Relationship Agreement complies with the independence provisions
set out in Listing Rule 6.1.4R for controlled companies.
Workforce policies and practices
The Board is responsible for ensuring workforce policies and practices are consistent with the
Company’s values and support its long-term sustainable success. Pod Point has established a number
of policies and procedures, which set out the values of the Company and the behaviours expected of
colleagues. The Board is responsible for approving (including any changes to) the Group’s major
policies, including those relating to the conduct of business, the workforce, environmental matters,
health and safety, data protection, security, insurance, risk management and treasury. These will
continue to be reviewed periodically.
Stakeholder engagement
A full analysis of the Company’s stakeholder groups and how it has engaged with each can in our
S172 statement on pages 69 to 74.
The Company seeks to deliver value for all stakeholders. The Board, directly or through senior
management, undertakes regular engagement to understand stakeholder needs and interests,
which inform its decision-making.
Workforce engagement
Pod Point’s People Operations team engages with employees through a wide range of channels
including anonymous workforce surveys and regular scheduled and ad hoc all-hands meetings
where people can interact with the Executive Directors and senior management and ask questions.
Karen Myers is the Non-Executive Director responsible for workforce engagement and has worked
with the People Operations team on a programme for Board engagement with the workforce and has
regular meetings with the Chief People Officer to discuss engagement feedback and actions resulting
from monthly engagement temperature checks. A number of engagement events were held during
2023, including:
Joining Andy Palmer’s first all-hands team meeting on the day of his appointment, at which he
introduced himself as the interim CEO, providing an opportunity for questions about the
appointment and next steps for the business
Karen conducted a site visit with commercial installers, a project manager and the Head of Health
and Safety, enabling her to see first-hand the challenges that installers face on a large installation
and to discuss their view of Pod Point as an employer
Employees had the opportunity to discuss any subject during an Academy session on the Role of
the Board, hosted by Karen along with Norma Dove-Edwin. The session provided an overview of the
Board’s roles and responsibilities to help employees understand the purpose of a Board and how
it operates. An overview was given of the role of each committee and the types of decisions taken,
including the Remuneration Committee and its approach to executive remuneration, explaining how
it aligns with wider Company pay policy. Employees were asked if they had any questions in respect
of the work of the Remuneration Committee or Executive pay
Two meetings with the Head of Health and Safety
Key themes from employee engagement, which will sought to be addressed
Appreciation of the openness and transparency of the CEO and senior
management within the all-hands meetings
Feelings of uncertainty among employees, resulting from substantial
change in the business during the second half of the year
Difficulties with reliability of installer’s vehicles, which are gradually
being resolved
Health and safety procedures are being properly embedded
Leadership visibility could be further improved by spending time
with people in the field
Governance
Financials
105
Pod Point
Annual Report and Accounts 2023
Strategic Report
Board leadership and purpose
continued
Shareholder engagement
During the second half of the year, the Board engaged an Investor Relations specialist who will assist the
Board with the establishment of a formal programme for shareholder engagement, ensuring it remains
cognisant of their concerns and views, in order to incorporate them into Board decision-making.
The Company’s joint brokers and financial PR agents have provided feedback to the Board throughout
2023 in respect of shareholder issues. The Chair and Senior Independent Director are also in dialogue
as necessary with the major shareholder, primarily via EDF’s appointed Directors. Following the
appointment of the interim CEO, the Chair met with EDF to discuss the appointment and the Chair and
Senior Independent Director met with other shareholders who requested a meeting. The Chair of the
Remuneration Committee engaged with EDF to discuss incentivisation of management in the
implementation of our Powering Up strategy.
The Executive Directors are in regular contact with the largest investors and met with many of them
during the year and at the Capital Markets Day.
The Company maintains an investor website (investors.pod-point.com), which contains key information
including:
published financial results
key reports and documents
a financial calendar
details regarding the Company’s corporate governance arrangements
leadership profiles
share price details
regulatory news service announcements
Further details on engagement with our shareholders can be found in our S172 statement on page 74.
Investors are encouraged to email queries to the Company’s investor relations at
investor.relations@pod-point.com. The Chair and Senior Independent Director, who is also Chair
of the Remuneration Committee, are available to meet with shareholders to discuss any matters
that they may wish to raise concerning the governance of the Company, as is the Chair of the
Audit & Risk Committee.
Governance
Financials
106
Pod Point
Annual Report and Accounts 2023
Strategic Report
Operation of the Board
Details of the Directors, the positions they hold, and the committees of which they are members are
shown on pages 95 and 97.
Gareth Davis was appointed as Chair on 25th October 2021 and was independent at the time of his
appointment. Andy Palmer is the Chief Executive Officer and, therefore, the roles of Chair and CEO are
held by different people. Karen Myers was appointed Senior Independent Director on 6th July 2023.
The Nomination Committee undertakes an annual review and assessment of the independence of the
Non-Executive Directors. The Board has approved a written statement of responsibilities of the Chair,
CEO and Senior Independent Director. At the date of this report, the Board consists of four independent
Non-Executive Directors, two Executive Directors, two Non-Executive Directors appointed by EDF
(non-independent) as well as the Chair.
As announced on 20th February 2024, Andy Palmer will return to the Board on 1st May 2024 as
Chair Designate and become Non-Executive Chair from conclusion of the AGM on 5th June 2024,
when Gareth Davis will become an Independent Non-Executive Director. The Board is mindful of the
Corporate Governance Code provision that a CEO should only exceptionally become Chair, but is
satisfied that Andy’s appointment is appropriate and that he can be considered independent on
appointment. Having served on the Board of Pod Point as Senior Independent Director since IPO,
Andy acted as interim CEO for a period of ten months, while a permanent CEO was recruited, during
which time he received a salary as CEO, but was not paid any performance-related remuneration,
having waived his 2023 bonus entitlement. His appointment as Chair has the full support of Gareth,
the rest of the Board and its majority shareholders.
Additionally, the Board is satisfied that Gareth does not meet any of the factors in provision 10 of the
Corporate Governance Code that would prevent him being an Independent Non-Executive Director.
The Company will count his tenure as Chair in assessing the period for which he has served on the Board.
In addition to the six scheduled meetings of the full Board during 2023, the Board held a further four
meetings and maintained regular contact between meetings. The Chair met with the Non-Executive
Directors without the Executive Directors on four occasions during the year. The Senior Independent
Director scheduled separate meetings with the Non-Executive Directors during November, without
the Chair present, to evaluate the performance of the Chair.
If necessary, there is an agreed procedure for Directors to take independent professional advice at the
Group’s expense. This is in addition to the access which every Director has to the Company Secretary,
who is charged by the Board with ensuring that Board procedures are followed and that there are
good information flows within the Board and its committees, and between senior management and
Non-Executive Directors.
Division of responsibilities
Chair of the Board
Responsible for leadership of the Board and overall effectiveness
Facilitates effective Board decision-making and governance by ensuring effective information
flows and sufficient time for agenda item discussion
Facilitates constructive Board relations and discussions
Oversees Director induction and training
Oversees Board and Committee performance evaluation process
Oversees succession planning process as Chair of Nomination Committee
Oversees engagement with key stakeholders, including shareholders
Chief Executive Officer
Manages the Group on a day-to-day basis with support of Senior Management Team
Develops and implements Group strategy, plans and commercial objectives
Manages and mitigates Group principal and emerging risks
Oversees development needs for Executive Directors and senior management
Oversees succession planning for key personnel
Senior Independent Director
Provides a sounding board for the Chair of the Board
Leads the review of the performance of the Chair of the Board
Acts as sounding board for shareholder queries where inappropriate to raise with the Chair
of the Board or Executive Directors
Chairs the Nomination Committee in instances where succession plans for the Chair of the
Board are considered
Governance
Financials
107
Pod Point
Annual Report and Accounts 2023
Strategic Report
Division of responsibilities
continued
Non-Executive Directors
Monitor and oversee Group performance against objectives
Challenge and support the Executive Directors
Bring external perspective, independent judgement and objectivity to decision-making
and discussions
Approve and oversee strategic direction
Serve on committees
Company Secretary
Supports the Board to ensure efficient and effective functioning
Available to Directors for advice
Advises the Board on governance matters
Supports the Directors in receiving information in a timely manner
Board evaluation
The Board is aware of the need to continually monitor and improve performance and recognises that
this can be achieved through annual evaluation, which provides a valuable feedback mechanism for
improving the Board’s effectiveness. The Board undertook a Board evaluation exercise during the year,
facilitated by the Company Secretary, and considered its progress against the improvements identified
in the 2022 Board evaluation action plan. Directors were asked to complete confidential questionnaires
for the 2023 evaluation, which considered different aspects of the work of the Board and its committees,
focusing on the principles of corporate governance. The results were discussed by the Board and each
committee, and an action plan developed to address areas identified for improvement.
In addition, the skills matrix of each of the Directors was reviewed and the skills and experience mix
discussed in relation to performance and composition of the Board. The skills matrix identified that
Board training would be beneficial in the areas of ESG and our industry, where there is less experience,
and sessions will be provided in respect of both of these areas during 2024. A summary of our Board’s
skills and experience can be found on page 98.
The Board agreed that the evaluation process demonstrated that progress has been made since the
2022 evaluation and the performance of the Directors, the Board and the committees is effective
overall, but the Board will continue to focus on the improvements identified in the 2022 and 2023
actions plans to ensure that it continually improves.
The findings have been grouped in five themes: Board business and reports, stakeholders, ESG,
discussion and communication; and succession and are set out on page 108.
Governance
Financials
108
Pod Point
Annual Report and Accounts 2023
Strategic Report
Division of responsibilities
continued
Board evaluation findings and action
Board business and reports
2022 evaluation findings
Action taken in 2023
2023 evaluation findings
Actions for 2024
The allocation of agenda
time to strategic projects,
long-term transformation
topics and performance
reviews, to optimise
discussion time
Further development of
KPIs and clearer
identification of the key
metrics
Following the
appointment of Andy
Palmer, the Board spent
significant time on
strategic discussions,
whilst continuing to
monitor FY2023
performance. Strategic
discussions resulted in the
approval of the Powering
Up strategy, which will
provide transformational
change
The CFO has made
excellent progress on
reporting cadence and
provides a monthly
scorecard in his monthly
CFO report, which
provides key metrics
Following a challenging
year taking significant
Board time, increased
agenda time to be spent
on commercial and
strategic matters
Development and
monitoring of clear
operational KPIs following
the launch of the Powering
Up strategy
Chair and CEO to consider
the balance of agendas
CFO to develop a revised
monthly scorecard,
ensuring KPIs are relevant
to the new strategic
objectives
Stakeholders
Greater visibility of people
metrics and employee
engagement, as well as
programmes, metrics and
mechanisms to monitor
culture
More qualitative
information about
shareholder engagement
and investor relations
Employee metrics have
been incorporated into
the ESG dashboard and
CFO scorecard and
engagement surveys
have been undertaken
during the year, but
further work is required in
respect of culture
An Investor Relations
Consultant was appointed
in H2 and has started to
provide additional insight
into shareholder
engagement, which will
continue to be progressed
Deeper dive required into
people themes and
culture, with other Board
members more involved
workforce engagement
Board to have increased
contact with employees
Continue to improve
shareholder engagement
and engagement with
other stakeholder groups
Two cultural deep dives
with the CPO have been
scheduled for 2024
All independent
Non-Executive Directors
have agreed to spend
time with our field
operatives in 2024
Following the move to the
new office in early 2024,
all in-person Board
meetings will be held there
providing greater
opportunities for
interaction with a wider
audience
CEO and CFO to agree
shareholder engagement
strategy and reporting
cadence with IR
Consultant
Improved reporting and
discussion of engagement
with other stakeholder
groups
ESG
2022 evaluation findings
Action taken in 2023
2023 evaluation findings
Actions for 2024
Continue to develop the
ESG strategy and
programme, especially
climate-related risks
The ESG Committee has
progressed ESG matters
significantly and provides
regular updates to the
Board following
committee meetings
Further work on the
identification climate-
rated risks and
opportunities and
mitigation was
undertaken during the
year and presented and
discussed by the Board in
January 2024
Ensure that climate-
related risks and
opportunities are
discussed annually at the
Board
Improved sharing of ESG
priorities and metrics with
the Board
Work on climate-rated
risks and opportunities
was discussed by the
Board in January 2024
An update from the Head
of Sustainability is
scheduled for June 2024
Improved reporting of
ESG metrics will be
developed
Discussion and communication
More visibility of and
interaction with
management, both during
and outside Board
meetings
Opportunities for more
informal discussion and
dialogue outside Board
meetings
There has been increased
management attendance
at Board meetings during
the year and a dinner held
with the Board, Senior
Management Team and
Business Unit Leads
An increased number of
meetings have been held
in person, allowing more
informal discussion
between meetings
Increased Non-Executive
Director only time and
greater interaction
between Non-Executive
Directors and Executive
Directors
Increased cyber security
awareness and discussion
outside of the Technology
Sub-Committee, which
reports to the Audit and
Risk Committee
Private Non-Executive
Director only sessions
have been scheduled for
every Board meeting in
2024 and the Chair and
CEO to consider
facilitation of Non-
Executive Director and
Executive Director time
Cyber security deep dive
scheduled for 2024
Succession
Further development of
the succession plans for
the CEO and Senior
Management Team
Succession plans were
presented at the
Nomination Committee in
December 2022 and
further discussed in
February 2023
Redevelopment of
Executive Director and
senior management
succession plans, given
the changes during 2023
Nomination Committee to
discuss succession
planning following
appointment of the new
CEO
Governance
Financials
109
Pod Point
Annual Report and Accounts 2023
Strategic Report
Nomination Committee Report
Gareth Davis
Chair of the
Nomination
Committee
I am pleased to present our Nomination Committee report, which
explains the committee’s focus and activities during the year.
The committee seeks to ensure that the size, composition and
structure of the Board is appropriate for the delivery of the
Group’s strategic objectives and for our culture and values.
Our priority in the second half of the year was the search for
a suitable candidate for permanent CEO. Our objective was
to appoint someone capable of leading the business through
transformational change, in the implementation of our
Powering Up strategy, with the ability to build a strong cohesive
management team and rebuild Pod Point’s culture, which, it is fair
to say, has suffered as a result of the uncertainty and significant
change during 2023. We were delighted to complete the process
with the announcement of Melanie Lane being appointed as
CEO with effect from 1st May 2024. Melanie brings significant
experience in the EV charging sector and the wider energy
industry, and will lead the continuing implementation of our
Powering Up strategy.
Gareth Davis
Chair of the Nomination Committee
Board appointments
The dates of appointment of the Directors and a brief description of their skills and
experience can be found on pages 95 to 98.
During the year, our founder and Chief Executive Officer, Erik Fairbairn, stepped
down from his post to allow new leadership to help Pod Point navigate the growing
market for EVs. In order to provide stability and immediate leadership, Andy Palmer,
the Senior Independent Director at the time, who has the appropriate skills and
experience, agreed to act as interim CEO, allowing the committee sufficient time
to complete a full and robust recruitment process.
Following meetings with a wide range of executive selection agencies, Korn Ferry,
which does not have any other association with the Company or individual Directors,
was instructed to undertake the CEO search. A comprehensive role specification and
skills criteria were provided for the search, and Korn Ferry were challenged to ensure
that the long list of candidates was diverse. As a result, a number of women and people
from diverse backgrounds were long listed. The selection process comprised six stages,
involving all members of the Nomination Committee at various times, the interim CEO
and other members of senior management, to ensure a good cultural fit. As a result of
this process, Melanie Lane was appointed as CEO with effect from 1st May 2024.
Following Gareth Davis’ decision to step down as Chair, in order to optimise the
composition of the Board, Andy Palmer advised the Committee of his wish to
be considered for the position. Andy is one of the automotive industry’s most
experienced executives, whose previous roles include Chief Operating Officer
of Nissan and CEO of Aston Martin Lagonda. He also pioneered the world’s first
mass-market electric vehicle, the Nissan LEAF, and has a deep understanding of
the Pod Point business. The Nomination Committee discussed a selection process,
but determined that in light of Andy’s exceptional knowledge and experience of
the automotive industry, EV charging and the Pod Point business, he was the right
candidate for the role and able to provide support to the new CEO and stability to the
business following a period of significant change. Accordingly, it was determined that
it was not in the best interests of the business, or its stakeholders to embark on an
external selection process, which could be time consuming and costly, and Andy’s
appointment as Chair, with effect from conclusion of the AGM on 5th June 2024,
was recommended to the Board and subsequently approved.
Succession plans
In the latter stages of 2022 and early 2023, the Nomination Committee reviewed and
discussed the succession plans for senior management, particularly members of the
Senior Management Team and following changes within senior management during
the year, succession planning will remain a focus in 2024, to ensure that the right
skills and experience are in place to lead the transformation of the business through
our Powering Up strategy.
Committee members
Gareth Davis (Chair of the Committee)
Dr Margaret Amos
Norma Dove-Edwin
Rob Guyler
Karen Myers
Dr Erika Schraner
Dr Andy Palmer (until 6th July 2023)
Summary of key roles and responsibilities
Monitor and assess the structure, size and
composition of the Board, and monitor the
balance of skills, knowledge, experience
and diversity on the Board and in senior
management
Conduct regular and proactive succession
planning
Lead the process for Board appointments
Make recommendations regarding annual
re-election of Directors at the AGM
Make recommendations regarding Board
roles and committee memberships
Approve Directors’ external commitments
Key activities during the year
Appointment of interim CEO
Appointment of permanent CEO
Internal Board evaluation and Board skills
self-assessment
Priorities for 2024
Development of senior management
succession plans
Continuing review and development of
Board and committee membership
Composition, succession and evaluation
3
Committee meetings
in the year
100
%
Meeting
attendance
Governance
Financials
110
Pod Point
Annual Report and Accounts 2023
Strategic Report
As noted above, the Board made the decision to appoint Andy Palmer as interim CEO, ensuring that
the business had a strong leader in place to guide the business and undertake a full strategic review,
whilst an external recruitment process took place for a permanent successor, Andy has subsequently
been announced as successor to the Chair. Board succession was discussed by the committee, and it
was noted that the Board was newly formed at IPO and has a depth of skills and experience, which are
relevant to the business and the industry. Other than the appointment of the CEO, no additional skills
are imminently required. There is sufficient flexibility in the numbers of the Board to allow for an
orderly succession, in the event that any Non-Executive Board member steps down. However, Board
succession will continue to be considered on an annual basis.
Board diversity policy
The Board has approved the Board Diversity Policy (the ‘Policy’), which sets out the approach to
diversity on the Board of Directors of the Company (the ‘Board’). The Policy is consistent with the Policy
that applies to the Pod Point workforce, which is discussed in the Strategic Report on page 61. Further
information on the diversity of the Pod Point workforce is set out on pages 61 and 62 of the Strategic
Report.
Scope of application
This Policy applies to the Board only. It does not apply to employees of the Company and its subsidiaries.
Policy statement
The Board endorses the benefits of representation of a diversity of backgrounds, including in relation to
age, gender, ethnicity and educational or professional background, and is committed to ensuring that the
Board benefits from a wide range of skills, knowledge, experience, backgrounds and perspectives.
All appointments will be made on merit against objective criteria within the context of the required
balance of skills and background that the Board requires to function effectively.
Objectives
To agree measurable objectives for achieving gender, ethnic and cultural diversity on the Board.
To ensure that all searches conducted in relation to Board appointments, whether by the Company
or external search firms, identify and present an appropriately diverse range of candidates for the
relevant vacancy.
Monitoring and reporting
Every year, we will present the following matters in our Committee Report:
a summary of this policy and progress made against its objectives
the process used in relation to Board appointments
our approach to succession planning and the development of a diverse pipeline of candidates
how diversity helps the Company meet its strategic objectives
other matters as required by the UK Corporate Governance Code and other regulatory and
statutory requirements
Review
We will review the policy and its effectiveness annually and recommend any changes for Board
approval. A copy of this policy will be maintained on the Company’s investor website. If necessary,
this policy will be reviewed on an ad hoc basis in consideration of any regulatory or governance
developments in relation to Board diversity.
Progress during 2023
The Board believes an inclusive and diverse membership results in optimal decision-making and assists
in the development and execution of a strategy which promotes the success of the Company in line
with its overall cultural expectations and for the benefit of its stakeholders. Since IPO, the Board has
partially met the diversity targets set out in the Listing Rules with over 40% of the Board being women
and one Board member being from a minority ethnic background. During the year, following the
appointment of Andy Palmer as interim, CEO Karen Myers was appointed Senior Independent Director.
The following tables set out the information Pod Point is required to disclose under UK LR9.8.6R(10)
and is expressed as at 31st December 2023.
Gender identity or sex
1
Number of Board
members
Percentage of the
Board
Number of senior
positions on the
Board (CEO, CFO,
Chair and SID)
Number in
Executive
Management
2
Percentage of
Executive
Management
Men
5
55%
3
4
57%
Women
4
45%
1
3
43%
Not specified/
prefer not to say
Composition, succession and evaluation
continued
Nomination Committee Report
continued
Governance
Financials
111
Pod Point
Annual Report and Accounts 2023
Strategic Report
Ethnic background
1
Number of Board
members
Percentage of the
Board
Number of senior
positions on the
Board (CEO, CFO,
Chair and SID)
Number in
Executive
Management
2
Percentage of
Executive
Management
White British or other White
(including minority-white
groups)
8
89%
4
6
86%
Mixed/Multiple Ethnic Groups
1
14%
Asian/Asian British
Black/African/Caribbean/
Black British
1
11%
Other ethnic group,
including Arab
Not specified/prefer
not to say
1
The information in this table was collected directly from each individual
2
For the purposes of this disclosure Executive Management means the Senior Management Team
Induction and development
On appointment, Directors are provided with opportunities to be briefed on Pod Point’s operations,
including opportunities for briefings with each member of the Senior Management Team. In addition,
the Company’s legal advisers provide briefings for the Directors on their legal duties and
responsibilities as Directors of a Main Market Listed Company. On a continuing basis, the Company
Secretary and General Counsel will also supply regular updates to the Directors on relevant legal and
corporate governance developments. In addition, Directors are able to meet with management
whenever they wish.
The Nomination Committee is confident that each of the Board members has the knowledge, ability
and experience to perform the functions required of a Director of a listed company.
Reappointment of Directors
All of the Directors stood for election in accordance with the provision of the articles of association of
the Company at the 2023 AGM and will be subject to annual re-election in future years, in compliance
with the Code.
The Nomination Committee reviewed the contributions and experience provided by each of the
Directors and continues to be satisfied that the contributions made by the Directors who will offer
themselves for re-election at the 2024 AGM will continue to benefit the Board. Shareholders will
therefore be invited to support their re-election.
Details of the Directors are shown on pages 95 to 97. Further details in respect of the contribution each
Director makes to the long-term sustainable success of the Company is set out in the Notice of AGM.
External Directorships and Directors’ time commitments
The time commitment required of Non-Executive Directors is approximately 35 days a year and
considerably more for the Chair. During the year, significant additional time has been required of the
Board, particularly the Chair, Senior Independent Director and Chair of the Audit & Risk Committee,
due to the events that have taken place as discussed elsewhere in the Annual Report.
The service contracts of Non-Executive Directors do not permit them to accept other board
appointments without consent from the Board. The Chair will consider any potential conflicts of interest
with the Group or potential constraints on time required to fulfil the commitment to the Company.
During the year, Margaret Amos was permitted to accept another board position. The Board is satisfied
that the other commitments of Board members do not detract from the extent or the quality of the
time which they are able to devote to the Group.
The Board believes, in principle, in the benefit of Executive Directors accepting non-executive
directorships of other companies to widen their skills and knowledge for the benefit of the Company.
All such appointments require the prior approval of the Board, and the number of public company
appointments is limited to one. Andy Palmer’s other appointments are set out on page 95; David Wolffe
does not hold any such appointments.
Effectiveness of the Committee
As noted above, an internal evaluation was undertaken in relation to the Board and its committees.
The Nomination Committee discussed the elements of the evaluation relating specifically to its
effectiveness and overall was satisfied that the Committee works effectively. A focus on the
redevelopment of succession plans was highlighted as an action for the Nomination Committee.
Gareth Davis
Chair of the Nomination Committee
17th April 2024
Composition, succession and evaluation
continued
Nomination Committee Report
continued
Governance
Financials
112
Pod Point
Annual Report and Accounts 2023
Strategic Report
Audit & Risk Committee Report
Dr Margaret Amos
Chair of the
Audit & Risk
Committee
I am pleased to introduce
the report of the Audit & Risk
Committee for FY2023, which
explains the work of the
committee. The committee
fulfils an important oversight role,
monitoring the integrity of the
Group’s financial reporting,
risk management and internal
control frameworks.
Audit, risk and internal control
Committee members
Dr Margaret Amos (Chair of the Committee)
Norma Dove-Edwin
Karen Myers
Dr Erika Schraner
Dr Andy Palmer (until 6th July 2023)
For as long as EDF’s shareholding is equal to
or exceeds 10%, it is entitled to appoint a
representative (whose identity must be
approved in advance by the Board) as an
observer to the committee.
Summary of key roles and responsibilities
Monitor the integrity of the Group’s financial
statements and other formal
announcements relating to financial
performance
Advise on whether the Annual Report
and accounts is fair, balanced and
understandable
Oversee the internal audit function
Oversee the relationship with the external
auditor and scope of the external audit,
including monitoring their independence
Monitor and review the adequacy and
effectiveness of internal control and risk
management systems
Review mechanisms for whistleblowing
and prevention and detection of fraud and
bribery and other compliance matters
Engage with shareholders on significant
matters related to the committee’s
responsibilities
Key activities during the years
Held a competitive tender process and
appointed KPMG as external auditor
Received internal audit reports on various
areas of the business from our internal
auditor, Grant Thornton, and agreed
improvement actions
Reviewed the system of internal controls
Commissioned an independent report on
the effectiveness of our compliance
processes
Oversaw improvements to our risk
management framework to enhance the
reporting and management of risks
Monitored our IT system development and
architecture to support our IT strategy and
cyber security through the committee’s
Technology Sub-Committee
Reviewed the committee terms of reference
and policies as part of our regular annual
agenda
Priorities for 2024
Further develop our risk appetite and
embed into the risk management process
Improve the effectiveness of our compliance
processes as recommended in the
independent report
Develop our internal controls framework
further in light of new corporate governance
requirements
As announced during the year, on the
recommendation of the Audit & Risk Committee
and following a competitive tender process
overseen by the committee, KPMG was
appointed as the Group’s external auditor with
effect from 28th July 2023 for the FY2023 audit.
Appointment for FY2024 is subject to approval
by the Company’s shareholders at our AGM on
5th June 2024. The Committee would like to
record its thanks to Deloitte and its partners
and staff for its service to the shareholders
of Pod Point.
This year, we moved the reporting of our
Preliminary Results to early April to enable us to
report audited Preliminary Results with the full
Annual Report being sent to shareholders on
25th April 2024. In our 2022 Annual Report, we
made a number of commitments, particularly
in relation to ESG and TCFD reporting, and the
Audit & Risk and ESG Committees have been
monitoring progress towards meeting those
commitments during the year. I am pleased
to report that Pod Point has made significant
steps forward in both respects and is now fully
compliant in its TCFD disclosures.
I’d like to thank my colleagues on the committee
for their contribution during the year and
everyone involved in Pod Point’s financial
reporting, risk, controls and interactions with
both internal and external audit for their hard
work during the year and through the year end
process. I will be available at the AGM to answer
any questions shareholders may have about
the work of the committee.
Dr Margaret Amos
Chair of the Audit and Risk Committee
4
Committee meetings
in the year
100
%
Meeting
attendance
Governance
Financials
113
Pod Point
Annual Report and Accounts 2023
Strategic Report
Membership, independence and experience
Committee members have been appointed to provide a wide range of financial and commercial
expertise as set out in their biographies on pages 95 to 97. Margaret Amos is a Fellow of the Chartered
Institute of Management Accountants and having undertaken a number of finance roles is deemed
by the Board to have recent and relevant financial experience. The committee acts independently of
management and the Board is satisfied that its members have the appropriate skills, experience,
knowledge, qualifications and competence relevant to Pod Point’s business.
External audit
The Audit & Risk Committee oversees the Company’s relationship with, and the performance of,
the external auditor. This includes responsibility for monitoring its independence, objectivity and
compliance with ethical and regulatory requirements, and for approving the nature of non-audit
services, which the external auditor may or may not be allowed to provide to the Company.
The committee places great importance on the quality, effectiveness and independence of
the external audit process.
Auditor appointment, rotation and reappointment
As noted above, KPMG was appointed during the year following a competitive tender process,
as detailed on page 114, and provided external audit services to the Company for FY2023. KPMG’s
appointment as external auditor will be subject to shareholder approval at the AGM on 5th June 2024.
The Company’s policy is for no external auditor to stay in post for longer than 20 years and for tenders
to be undertaken at least every ten years, in accordance with the provisions of the UK Statutory
Auditors Regulations 2017. Accordingly, the next audit tender will take place no later than 2033.
Assessment of effectiveness of the external auditor
As a committee, we assessed the quality of the audit undertaken by Deloitte LLP following completion
of the audit process for FY2022. An assessment was undertaken which assessed the areas of planning,
execution, completion, professional scepticism challenge, including audit differences arising. This
considered contributions and feedback from Pod Point management, the Audit Committee and
Deloitte. From a questionnaire used to assist the assessment, the majority of scores were graded
above four out of five or higher. The areas identified for ongoing improvement of the audit process
were over the timing of when the audit work was completed and also bringing forward the audit of
areas of particular judgement to manage the overall workload of the audit for both the Finance team
and the auditor. Overall, the committee was satisfied that the audit was conducted effectively and
was of good quality. The feedback was shared with Deloitte and also provided to KPMG on their
appointment so that they could factor this into their FY2023 audit plan.
The committee has discussed the quality of the audit work provided by KPMG since their appointment
on 28th July and considered:
the review of audit plans
content, insight and clarity of KPMG’s reports
discussions between management and KPMG and the Chair of the committee and KPMG
the robustness of KPMG in handling key accounting and audit judgements
challenge by KPMG of management’s polices and methodology relating to the capitalisation of
development costs and assumptions that underpin the financial forecasts used for going concern,
and goodwill impairment
and the committee is satisfied with their level of competence, professional scepticism in challenging
Pod Point’s policies and assumptions, as detailed above, and overall quality. Following the FY2023 audit,
a full review will be undertaken of the audit process and feedback discussed with KPMG.
The committee meets privately with the lead external audit partner, and any other audit staff in
attendance at committee meetings as part of the assessment process. It also reviewed and approved
the year-end audit strategy for FY2023, including scope, level of fees and risks, and challenged KPMG
on their approach to revenue recognition, going concern and impairment and development costs.
Independence and objectivity
The committee annually reviews the external auditor’s independence and objectivity by way of
(i) assurances provided by the external auditor regarding the safeguards in place to maintain
independence; and (ii) oversight of total non-audit service fees. The committee undertook a review
of the independence and objectivity of KPMG on its appointment as auditor and again as part of its
annual review process at its meeting in December 2023.
Non-audit services and fees
During the year, the committee reviewed and approved the Company’s non-audit services policy,
which sets out the list of services and work that the external auditor is prohibited from undertaking for
the Company. The policy also includes a requirement for the Chair of the Audit & Risk Committee to
approve all non-prohibited services up to £25,000 in value, and for the Audit & Risk Committee to
approve all non-prohibited services over £25,000 in value.
During 2023, KPMG did not undertake any non-audit services.
Audit, risk and internal control
continued
Audit & Risk Committee Report
continued
Governance
Financials
114
Pod Point
Annual Report and Accounts 2023
Strategic Report
Audit tender process
During the year, we undertook a detailed audit tender process involving the following steps:
Request for information issued and responses received from four firms
Tendering parties confirmed after independence reviews, and lead partners selected following
interviews with Audit Chair
Tender process established with NDAs concluded, data room prepared, and access to management
organised
Auditor Selection Committee set up comprising Audit & Risk Committee Chair, CFO, CEO, Head of
Finance and Group General Counsel
Request for proposal (‘RFP’) issued and relevant material provided through data room and
management meetings
Tendering parties reviewed material provided and additional information supplied where requested
FRC’s Audit Quality Review assessments of the firms reviewed
Three firms still participating provided written RFP responses and presentations made to the
Selection Committee. The criteria used to judge the responses included:
Audit quality and independence
Challenge and professional scepticism
Strength and clarity of audit approach
Sustainability credentials
Value for money
The Selection Committee recommended KPMG as preferred audit firm to Audit Committee and
Board and formal approval given
Feedback sessions held with tendering parties
Financial reporting
During the year, the committee and the Board monitor the integrity of any externally published
announcements relating to the Group’s financial performance. Reports are requested from
management on particular matters, especially where a significant element of judgement is required.
Additionally, the Chair of the committee has regular contact with the audit partner without the
presence of the Executive Directors.
During the first half of the financial year and in relation to the Preliminary Results and Half Year Report,
the committee challenged management on the methodology for calculation of Pod Point’s market share
and requested that a more robust methodology be sought. With the help of the strategic consultants, a new
method, which addressed the limitations of the original methodology, was adopted and communicated to
shareholders during the Capital Markets Day. Additionally, during the strategy review, the results of which
were announced at the Capital Markets Day, the committee challenged management on the impact the
Powering Up strategy would have on going concern and viability as well as provisions for the write-off of
assets, and additional due diligence was undertaken to satisfy the committee.
An important responsibility of the Committee is to review and agree the most significant management
accounting estimates and judgements which impact the financial statements. The key areas of
judgement in the year are set out below. After reviewing reports on the significant estimates and areas
of judgement and after discussion with KPMG, the committee agreed that the judgements made were
appropriate and correctly reflected and presented in the Annual Report.
Significant issues and other accounting judgements
Area
Why it is significant
Audit & Risk Committee action
Impairment
The current economic climate, and delays
in EV growth, have impacted on the results
of the business and market capitalisation.
An impairment charge was made in the interim
report to 30th June 2023. Accordingly, goodwill
impairment has been classified as a significant
risk for the year.
The Strategic Review announced at the
Capital Markets Day in November has led to
future expectations in relation to the commercial
segment being reduced
Conservative forecast assumptions were used to
represent a balanced view of trading performance
based on the strategic review undertaken. As a
result, an impairment charge of £53.2 million was
made to reflect the change in strategic focus
and the current economic climate.
Revenue recognition
The audit of revenue recognition has taken
into account the identification of performance
obligations across the Group’s revenue streams
and the allocation of the associated revenue.
The committee noted the external auditor’s report
and has considered the revised policy in relation
to separate performance obligations and is
satisfied that the revised policy is in accordance
with accounting standards. For further details see
note 2.
Capitalisation of
development costs
Taking account of increased spend on IT
development costs and its increasing complexity
in the period, the capitalisation of internally-
generated development costs has been a
significant accounting assessment.
The committee noted certain controls
improvements providing more granularity in the
tracking of project costs. There were no material
matters to report. With further increases in spend
on IT development, this area will remain under
review.
Whilst not a key audit matter, climate change impacts and risks were considered as part of the audit in
relation to the carrying value of intangible assets, including goodwill.
Audit, risk and internal control
continued
Audit & Risk Committee Report
continued
Governance
Financials
115
Pod Point
Annual Report and Accounts 2023
Strategic Report
As part of their onboarding due diligence, KPMG reviewed our accounts and policies, and met privately
with the Chair of the committee to discuss their findings. As a result, KPMG were requested to undertake
further work in the following areas:
Revenue recognition:
Having challenged our policy on revenue recognition, noting that it did not
represent the appropriate method for the progress of recognising revenue in line with IFRS, KPMG were
asked to explain their rationale and to share examples of best practice. This enabled the Finance team
to perform a more forensic analysis of our revenue recognition policy and procedures, and to explain
Pod Point’s approach to the Audit Committee, who challenged their assumptions. The Committee was
satisfied with the adopted practice.
TCFD disclosures:
Given that we were only partially compliant with two TCFD disclosures in FY2022,
KPMG challenged the TCFD disclosures with reference to new reporting requirements for 2023,
specifically regarding the resilience of the organisation’s strategy to different climate-related scenarios,
particularly the risk of higher warming scenarios. KPMG’s challenge was considered by the ESG
Working Group and the ESG Committee in completing the TCFD disclosures for the current year.
Internal resource:
Additionally, the committee has monitored the in-house Finance team regularly
throughout the year to ensure we have the required level of resource and expertise to enable them to
discharge their responsibilities effectively. The Chair of the Committee regularly discusses this with the
CFO. The team has been strengthened during the year. The committee held private sessions with KPMG
without management present.
Going concern and viability statements
The committee reviewed the going concern and viability statements, set out on pages 30 and 90
respectively. To do this, it was ensured that the financial model used was consistent with the approved
three-year plan approved by the Board and that scenario and sensitivity testing aligned clearly with
the principal risks of the Company. Committee members challenged the underlying assumptions used
and reviewed the results of the detailed work performed. The committee was satisfied that the analysis
supporting the going concern and viability statements had been prepared on an appropriate basis.
Fair, balanced and understandable
The committee has undertaken a careful review to ensure that the Annual Report is ‘fair, balanced and
understandable, and provides the necessary information for shareholders to assess the Company’s
consolidated position, performance, business model and strategy.
The committee and other Board members were consulted at various stages of the drafting of the
Annual Report, as well as having the opportunity to review the Annual Report as a whole. In forming its
opinion and recommendation to the Board in respect of the above matters, the committee carried out
the following actions:
A qualitative review of disclosures and a review of internal consistency throughout the report
A review of all material matters, as reported elsewhere in this report
A review of the ESG and TCFD disclosures
A risk-comparison review, which assessed the consistency of the presentation of risks, and significant
judgements throughout the main areas of risk disclosure
Ensuring the report accurately reflects:
the Company’s position and performance as described on pages 26 to 33
the Company’s business model, as described on pages 17 to 21
the Company’s strategy, as described on pages 22 to 25
Based on this work, together with the views expressed by the external auditor, the committee
recommended, and in turn the Board confirmed, that it could make the required statement that the
Annual Report is ‘fair, balanced and understandable’.
Risk management and internal control
The Board is responsible for ensuring that sound risk management and internal control systems are
in place. The Executive Directors and Senior Management Team are responsible for designing the risk
management and internal control systems, and ensuring they are effective throughout the Group.
The internal control system is a framework to manage risks and monitor compliance with procedures.
It is designed to meet Pod Point’s particular needs and the risks to which it is exposed. However, it
can provide only reasonable, not absolute, assurance against material loss to the Group or material
misstatement in the financial statements. More details can be found on risk management on pages
76 to 89.
The committee’s discussions and oversight of the risk management process continued throughout
the year working closely with the Group General Counsel, who leads risk management within the
Senior Management Team. This enabled the committee to assess the quality of existing practices and
processes used to identify, assess and mitigate responses to risks. Improvements have been made
during the year to the risk management framework to enhance the reporting and management of
risks through the implementation of more effective tools, and the committee is satisfied that the risk
management framework is fit for purpose.
The Technology Sub-Committee, which reported to the Audit & Risk Committee, met three times during
the year to review, in greater detail, progress on the systems development, product development and
cyber security issues in support of our oversight of management’s IT strategy and cyber security plan.
As announced on 28th March 2024, the Board recognises the importance of technology to the business
and has therefore established a Technology Committee in place of the existing Sub-Committee.
Audit, risk and internal control
continued
Audit & Risk Committee Report
continued
Governance
Financials
116
Pod Point
Annual Report and Accounts 2023
Strategic Report
The internal auditors provide information to the committee at each of its meetings to enable it to
review the adequacy and effectiveness of the Group’s internal control procedures, covering financial,
operational and compliance controls. Pod Point conducted a review of its control framework and has
identified 50 key controls, which will be reviewed and updated on an ongoing basis as the Group grows
and evolves as a company. This iterative review will be known as Project 50. Additionally, a paper from
management, setting out the controls in place, any failings during the year and action taken as a result,
was discussed. The Group’s control environment continues to be a focus area for management and the
committee going forward as part of Project 50, taking account of the 2024 Corporate Governance
Code and disclosures required in respect of internal controls.
Internal audit
The committee is responsible for reviewing and approving the role and mandate of the Company’s
internal audit function, and monitoring and reviewing the effectiveness of its work. Grant Thornton
completed four audit reviews in 2023: (i) IT general controls; (ii) financial controls – inventory; (iii) cyber
security review; and (iv) financial controls – purchase to pay. Reports on each of these audits were
reviewed at committee meetings and feedback provided on the completion of actions identified in
the reports. Additionally, fieldwork was completed during the year in respect of (i) revenue follow up
review; and (ii) customer-facing cyber security review and reports provided in early 2024. During the
year, the committee met with Grant Thornton without the presence of management, and Grant
Thornton confirmed that the businesses engagement with internal audit was good, and progress
was being made on identified actions. At the committee meeting in November 2023, an Internal Audit
Charter and the Internal Audit Plan for 2024 were approved. Grant Thornton have, at the committee’s
request, assessed themselves against the Internal Audit Code and provided areas where they feel they
can improve. The Pod Point team also assessed Grant Thornton’s effectiveness and quality through a
questionnaire completed by internal stakeholders, which assessed their performance as good overall
with the area of project planning identified for improvement. The results were presented to the
committee, which agreed with the assessment.
Whistleblowing
The Board has delegated oversight of the Group’s whistleblowing policies and procedures to the
Audit & Risk Committee. During 2023, Pod Point’s whistleblowing policy was reviewed and approved
by the committee. Management were requested to ensure that there is widespread awareness of
whistleblowing procedures and to encourage reporting. Details of the current policy and procedures
are set out on page 104 of the Corporate Governance Report.
Incidents reported via the Company’s whistleblowing arrangements are scheduled to be discussed on
a quarterly basis at each of the committee’s scheduled meetings in 2024. This will ensure that the steps
being taken by management in operating the policy are kept under regular review.
Effectiveness of the committee
As noted on page 107, an internal evaluation was undertaken in relation to the Board and its
committees. The Audit & Risk Committee discussed the elements of the evaluation relating specifically
to its effectiveness and overall were satisfied with the work of the committee during the year. The
actions highlighted for the committee were the advance scheduling and agenda for meetings of the
Technology Sub-Committee and the referral of cyber security discussions to the Board during the year.
Dr Margaret Amos
Chair of the Audit and Risk Committee
17th April 2024
Audit, risk and internal control
continued
Audit & Risk Committee Report
continued
Governance
Financials
117
Pod Point
Annual Report and Accounts 2023
Strategic Report
Dr Margaret Amos
Chair of ESG
Committee
ESG Committee Report
Committee members
Dr Margaret Amos (Chair of the Committee)
Karen Myers
Dr Andy Palmer (from 6th July 2023)
Erik Fairbairn (until 6th July 2023)
Summary of key roles and responsibilities
Overseeing the Company’s approach to its
ESG strategy and ensuring it aligns with the
overall strategic plan and promotes the
Company’s long-term sustainable success
Development of ESG metrics and targets to
support improvements in the Company’s
ESG performance
Reviewing and advising on ESG and TCFD
disclosures
Approving policies relating to ESG matters
Working with the Board and other
committees to ensure good information
flows to support the Board’s responsibility
for ESG
Key activities during the year
Reviewed and approved the ESG and TCFD
disclosures for the 2022 Annual Report
Received updates on progress of core
sustainability activities agreed for 2023
Reviewed Pod Point’s nine-point
Environment Strategy: Enable – Encourage
– Eliminate
Reviewed the results of stakeholder
engagement in respect of our materiality
assessment
Monitored compliance with applicable
ESG and environmental regulations
Approved metrics and targets and core
sustainability activities for 2024
Monitored employee diversity data and
Gender Pay Gap reporting
Reviewed workforce engagement activities
Priorities for 2024
Discuss the outputs from the climate-related
risks and opportunities workshop held in
late 2023
Broadening of our Environmental Strategy
to incorporate all elements of ESG, in
alignment with our Powering Up strategy
Further ESG training to be rolled out across
the business
Updating of our Environmental Policy
Rolling out a supply chain sustainability
programme
Overseeing the move of our UK fleet to
100% BEV by the end of 2025
Certification of our environmental
management system to ISO 14001 standard
and relevant training
Monitoring key metrics and performance
against targets
I am pleased to introduce our first
report of the ESG Committee. The
committee was established in 2022
to assist the Board in articulating
and developing an ESG strategy
and in reviewing the practices and
initiatives of the Company relating
to ESG matters, ensuring they
remain effective and up to date.
The function of the committee continued
to evolve over the year recognising the
momentum of the issues involved and its
responsibility for oversight and guiding the
Group’s sustainability agenda. The ESG
Committee is now an important part of the
Board’s role in monitoring the effectiveness
of the Company’s sustainability activities.
During the year, the internal resource driving
our environmental strategy and sustainability
activities was increased, as our Head of
Sustainability was joined by a Sustainability
Manager, which will enable a greater focus on
sustainability matters across the business.
Sustainability is integral to our purpose, that
driving shouldn’t cost the earth, and it is the
reason we were founded. Our Powering Up
strategy, which is detailed elsewhere in this
report, aims to accelerate the EV charger
network at Home and in the Workplace, both
in the UK and in Europe, as we play our part
in decarbonising transport.
I’d like to thank all colleagues for their
commitment to sustainability and look forward
to further progress in 2024.
Dr Margaret Amos
Chair of the ESG Committee
4
Committee meetings
in the year
94
%
Meeting
attendance
Governance
Financials
118
Pod Point
Annual Report and Accounts 2023
Strategic Report
Approach to sustainability
The ESG Committee is now fully embedded as an important part of the Board’s oversight of sustainability
related activities across the Group. It has overseen the development of the Environmental Strategy:
Enable – Encourage – Eliminate and monitored opportunities for improving our sustainability
performance. The Committee has a rolling agenda and during the year continued to receive regular
reports on progress on our sustainability activities. The ESG Committee has oversight of the climate-
related risk and opportunities, as well as monitoring progress against KPIs including our GHG emissions.
During the year, the Committee undertook deep dives into SBTis and BCorp and have added them to
the rolling agenda for further discussion in 2024.
The resourcing of sustainability workstreams across the business has increased during the year with
the appointment of a Sustainability Manager, an IEMA certified Environmental Management Practitioner,
to work with the Head of Sustainability. This will improve support for sustainability projects generally
and will lead to certification of our Environmental Management System to ISO 14001 standard in 2024.
The ESG Working Group is a management committee responsible for ESG related subjects on a
day-to-day basis and is chaired by the Group General Counsel. It continues to meet on a regular basis
and report to the ESG Committee.
TCFD
The committee oversees the Company’s ESG and TCFD disclosures, and considered how best to report
on the four TCFD disclosure areas given the in-depth work that took place in respect of our FY2022
disclosures. The committee received updates between meetings and drafts of our disclosures, as well as
challenge provided by KPMG. Members of the ESG Working Group held a multi-disciplinary workshop on
climate-related risk and opportunities, the output of which is included in our TCFD disclosures for FY2023.
A further workshop was held with the Finance team to ensure that the impact of climate-related risks
and opportunities on our financial statements was properly modelled and disclosed. The full report on
TCFD is available on pages 45 to 57.
Impact of strategic review
Towards the end of the year, Pod Point announced its new focused strategy, Powering Up, which will be
transformational for the business and will result in changes to our operations as we focus on our core
strengths of Home and Workplace, and increase our presence in Energy Flex, while gradually exiting
other markets. Considering this, during 2024 the ESG Committee will consider the broadening of our
Environmental Strategy into an ESG Strategy that is aligned to our corporate strategy.
Dr Margaret Amos
Chair of the ESG Committee
17th April 2024
ESG Committee Report
continued
Governance
Financials
119
Pod Point
Annual Report and Accounts 2023
Strategic Report
Directors’ Remuneration Report
Karen Myers
Chair of the
Remuneration
Committee
Dear Shareholder,
This Directors’ Remuneration Report consists of three parts:
The Annual Statement, which summarises the activities of the
Remuneration Committee in 2023 and our approach to
remuneration, key decisions made and the context for those
decisions
The Annual Report on Remuneration, which will be subject to
an advisory vote at the 2024 AGM
A summary of the Directors’ Remuneration Policy (the ‘Policy’)
which sets out the remuneration framework that applies to the
Executive Directors, the Chairman and the other Non-Executive
Directors and which was approved with a binding vote at the
2022 AGM
Committee membership
The Remuneration Committee comprises all the independent Non-
Executive Directors, namely Karen Myers (Chair of the Committee),
Dr Margaret Amos, Norma Dove-Edwin, Dr Andy Palmer (until 6th
July 2023) and Dr Erika Schraner. The biographies of each
member of the committee are set out on pages 95 to 97.
Our remuneration philosophy
The main objectives of the Policy are to attract, retain and
motivate the Executive Directors and senior employees, and to
support the implementation of the Group’s business strategy in
a way which is aligned to the creation of long-term shareholder
value. The Policy reflects the Pod Point culture and values.
The Remuneration Committee oversees the implementation of the
Policy and, in particular, ensures that the Executive Directors are
fairly rewarded for performance and the successful implementation
of the Group’s strategy. The Remuneration Committee will also take
account of Pod Point’s stakeholders and how their interests have
been served. To support the Company’s growth ambitions, a
significant proportion of potential total remuneration is
performance-related and will be delivered in shares.
The pay levels determined for our Senior Management Team
reflect the fierce competition for talent in our high-growth sector
and are intended to support the business as it navigates the
growing market for EVs. The Directors’ Remuneration Policy
was approved by 99.98% of shareholders at the 2022 AGM.
The context of remuneration decisions
The last financial year was tough for Pod Point and the committee
has thought of the year as being in two parts. Performance in the
first part of the year was affected by macroeconomic challenges,
inflationary pressures and the cost of living crisis, half of which
have affected short-term growth. Andy Palmer became Chief
Executive Officer on an interim basis in the second half of the year
and the Powering Up strategy was developed in the autumn and
launched in November. Powering Up builds on Pod Point’s core
strengths in Home and Workplace, and will create a business that
is both streamlined and well-positioned for new product offerings,
such as Energy Flex, as well as expansion into new international
markets. We made good progress in the second half of 2023,
with a number of significant contract wins and strategic and
operational milestones achieved. The market remains challenging
with increased consumer uncertainty in anticipation of potential
changes to UK Government policy and ongoing volatility in private
new EV demand, but the Group is well-positioned to execute its
transformation plan focusing on core strengths and leveraging
them into adjacent markets.
As a result, Pod Point’s full-year revenues reduced by 11%
year-on-year. Overall gross margin was up 7% driven by improved
supply chain, product savings, pricing and margin mix improvement.
The adjusted EBITDA loss of £15.3 million was below expectations
on lower revenues, but with continued investment in future growth.
This was achieved whilst maintaining outstanding levels of customer
service with 4.2 out of 5 rating on Trustpilot and 4.6 out of 5 rating
on Reviews.io.
The strategic and operational highlights include:
First Grid Load Management contract signed with UK Power
Networks, leading to first consumer-related recurring revenue
in 2023 financial year
Large contract wins with three of the major UK Housebuilders
– Barratt Homes, Bellway and Taylor Wimpey – opening
significant growth pipeline in this large segment
Significant growth in network usage, with electricity transferred
across our network up 22% at 448 GWh, helping to avoid 399k
tonnes of CO
2
e
Remuneration
The Directors’ Remuneration Report that
follows has been prepared in accordance with
the Listing Rules, the Large and Medium-sized
Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013 and the
Companies Act 2006.
Governance
Financials
120
Pod Point
Annual Report and Accounts 2023
Strategic Report
Market leadership in the UK Home sector with a cumulative total of 199,442 home chargepoints
installed and able to communicate
Started the first phase of our restructuring programme as part of the £6 million annualised cost
reduction goal in our Powering Up strategy
The Remuneration Committee took particular care in 2023 that all its decisions aligned Executive
remuneration outcomes with the performance of the business and the interests of shareholders. There
were no basic salary increases for the Executive Directors in 2023. The budget for salary increases across
the Group was 6% of the salary with increases of 10% for those in our entry level bands. The LTIP awards
granted in 2023 were reduced significantly in the light of the share price. The face value of awards was 64%
of salary, which represents a discount of more than 50% of the usual annual awards of 150% of salary. The
former Chief Executive Officer’s post-IPO LTIP awards lapsed on the date of his termination and, although
his pre-IPO awards will continue to vest (and in the case of a portion of the shares only if the performance
conditions are met) time pro rating has been applied in full in accordance with our policy – see below.
He was not entitled to receive a bonus for 2023. The successful transition of CEO from Erik Fairbairn to
Andy Palmer, who is a well-known and highly experienced industry executive, was crucial to the Powering
Up strategy. Setting the terms of Andy Palmer’s remuneration as interim CEO required careful thought. His
salary of £331,000 for the six months of the year he served (and £700,000 on an annualised basis) was set
in light of his fee as Senior Independent Director and the number of days he was expected to work as CEO
on a package, which matches his experience within the industry. He is not eligible to participate in the LTIP.
The committee continues to actively engage with employees through the use of engagement surveys and
other wider Board engagement activities, which are fed back to the committee to assist its deliberations.
Employees have had the opportunity to ask Board members questions on any matter, including Executive
remuneration through a number of engagement avenues throughout the year as detailed on page 104.
This included an Academy session on the role of the Board, hosted by the Chair of the committee, along
with Norma Dove-Edwin. The session included an overview of the role of the Remuneration Committee
and its approach to Executive remuneration and how it aligns to wider Company pay policy. Attendees
were given the opportunity to ask any questions on executive remuneration specifically. The committee
will continue to ensure there are appropriate mechanisms in place for employee engagement on
Executive remuneration matters in accordance with provision 41 of the UK Corporate Governance Code.
In addition, the Remuneration Committee Chair has regular discussions with our largest shareholder
representatives on matters of executive remuneration. Major decisions made by the committee have
benefitted from previous dialogue to understand the shareholder perspective.
Board changes
As announced on 6th July, Erik Fairbairn stepped down as Chief Executive Officer. He remained
employed by Pod Point and continued to receive his salary and benefits in the usual way until 31st
December 2023. His notice period commenced from 6th July 2023 and Erik was entitled to six months’
notice, which was paid in lieu of notice (based on his salary only) for the portion of his unworked notice,
being six days. This is in accordance with the Directors’ Remuneration Policy and his contract. He was
also paid £5,000 (plus VAT) towards legal costs. Erik was not entitled to receive any bonus in respect
of FY2023. The in-flight deferred bonus awards will continue to vest on the original vesting date.
The in-flight post-IPO long-term incentive awards lapsed on 31st December 2023.
Remuneration
continued
Directors’ Remuneration Report
continued
Erik retains only his IPO Share Plan Awards, which reflect his status as Pod Point’s founder. The Awards
comprise both an IPO Restricted Share Award and an IPO Performance Share Award. They will continue
and vest on the normal vesting dates subject to performance (where relevant) and will be subject to a
time pro-rating reduction to reflect the curtailed period of service. Erik will retain a post-employment
shareholding of 300% of his annual salary, calculated using the Company’s average share price in the
month to 3rd July 2023, until 31st December 2025. He is also subject to an ongoing duty of confidentiality,
non-compete covenants, and non-solicitation of customers and employees through to July 2024.
Andy Palmer was appointed interim CEO on 6th July 2023. Recognising the full-time commitment
and responsibilities associated with the role, Andy was appointed on a pro-rated salary equivalent to
£700,000 per annum, which was set as broadly the full-time equivalent of his fee as Senior Independent
Director. Andy receives no pension allowance. He was eligible to participate in the 2023 annual bonus
on a pro-rated basis but has waived any entitlement (see also below) and was not eligible to participate
in the LTIP for 2023 or beyond. The committee extends its grateful thanks to Andy for stepping in to
lead the business and for providing the energetic strategic direction and leadership required to launch
the Powering Up strategy. The committee believes that the temporary remuneration arrangements
for Andy have been value for money for shareholders in the specific circumstances of his interim
appointment and in light of his vast experience and expertise in the automotive industry.
As announced on 20th February 2024, Melanie Lane will join Pod Point with effect from 1st May 2024 as
our new CEO. Melanie is also well-known in the industry. She has most recently CEO of Shell Recharge
Solutions following its acquisition by Shell in 2017. She has extensive experience of leading successful
turnaround programmes in Shell’s aviation and retail units. Her experience is reflected in a starting
base salary of £450,000, which is the same as Erik Fairbairn’s base salary. She will receive a pension
contribution of 4.5% in line with the employer pension contribution for all employees and she will
participate in Pod Point’s incentive plans in line with the Directors’ Remuneration Policy (see below).
At the same time, Andy Palmer will revert to a Non-Executive role as Chair Designate before taking
the role of Chair following the AGM on 5th June 2024.
David Wolffe joined the business on 25th July 2022 as CFO Designate and was formally appointed
to the Board on 3rd January 2023. His appointment terms were in line with the approved Directors’
Remuneration Policy and were set out in last year’s report.
Performance and reward outcomes for 2023
Annual bonus
The 2023 Annual Bonus Plan (‘ABP’) was assessed against revenue (50% weighting), adjusted EBITDA
(25% weighting) and operational objectives (25% weighting). Pod Point’s financial performance was
negatively impacted by a number of internal and external factors. While revenue continued to grow,
it was below the threshold set for bonus purposes as was the adjusted EBITDA outcome. None of the bonus
attributable to financial measures was payable. By contrast, most of the operational objectives were met
in full despite the macroeconomic challenges. This resulted in an outturn of 20% of the maximum annual
bonus. The ABP extends to 70 participants. The committee spent a considerable amount of time reviewing
the result in the light of the wider stakeholder groups, including the performance of the share price since IPO.
The committee’s view is that, when viewed against the financial, operational and strategic achievements
in the year, the overall outcome was both fair and proportionate, and hence no discretion to amend the
Governance
Financials
121
Pod Point
Annual Report and Accounts 2023
Strategic Report
rationale for it in our case as it is directly aligned to the new Powering Up strategy and will only reward
for superior performance, which will be indicative of its successful delivery by the end of FY2027.
The award levels proposed for the new CEO will be split as one million shares in the normal LTIP award
and 750,000 shares in the Powering Up Award. For the CFO, these will be split as 800,000 shares in the
normal LTIP and 600,000 shares in the Powering Up Award. The interim CEO, Andy Palmer may not
participate in the LTIP. The committee was mindful of the current share price and the potential share
price dilution when determining these award levels. The total face value of both awards are equivalent
to circa 86% of salary for each of the new CEO and CFO based on the share price at 8th April 2024
(the latest practical date before the publication of this document), and therefore within the limits of the
policy. The face value on grant of the normal LTIP award is therefore circa 49% of salary and the face
value on grant of the Powering Up award is circa 37% of salary. The Remuneration Committee will be
able to modify vesting outcomes to zero if necessary if we are not satisfied with the quality of the
performance at the end of the three-year and four-year performance periods and/or we have doubts
about its sustainability.
In accordance with TCFD, the Board has set climate-related targets, one of which is that a minimum
of 15% of the Executive Directors’ variable remuneration potential, including any outstanding in-flight
bonus or share awards, should be linked to ESG measures. Accordingly, 2024 awards will continue to
include ESG-related performance measures.
Conclusions
We are well aware that one-off awards can be a sensitive matter especially at a time of great
uncertainty. The Remuneration Committee, over the last two years, has shown that it is able to exercise
its discretion to reduce share awards to align the interests of the Executive Directors with those of Pod
Point’s shareholders. The Board’s view is that this is the time to be bold on remuneration to support
Powering Up and to maximise shareholder returns.
We look forward to engaging with our shareholders and other stakeholders on an ongoing basis.
I would welcome any feedback or comments on the Directors’ Remuneration Report more generally.
Karen Myers
Chair of the Remuneration Committee
17th April 2024
outcome was applied. As a reminder, 30% of the bonus will be deferred into shares for two years.
Andy Palmer has waived his bonus entitlement. The former CEO, Erik Fairbairn, was not entitled to receive
any bonus for 2023.
Long-term incentives
In 2023, Pod Point made LTIP awards to selected employees. The awards were, as set out in last year’s
report, subject to adjusted EBITDA in FY2025 (25% weighting), relative TSR v FTSE Small Cap Index (25%
weighting), operating free cash flow in FY2025 (25% weighting), successful design, development and
negotiation of an energy tariff consumer market offering (12.5% weighing) and the signing of a grid
load management contract (12.5% weighting). In advance of the award, the Remuneration Committee
took account of the share price at the time and decided to reduce the level of award for the former
CEO and CFO from the original intended award of 150% of salary to 64% of salary. Full details of the
awards are set out on page 125.
Implementing the policy for FY2024
The salaries of the Executive Directors were set at appointment and were unchanged for 2023. There
will be no increases for the Executive Directors for 2024. The average increases across the Company in
2024 will be 3% of salary and higher increases of 5% of salary will be targeted to entry level employees.
The 2024 ABP will operate on similar terms to 2023. The maximum quantum will remain unchanged
and the committee has determined that the most appropriate performance measures are adjusted
EBITDA (50% weighting), revenue (25% weighting) and four specific operational measures including
ESG objectives (25% weighting). The weighting of adjusted EBITDA has been increased for FY2024 to
reflect the priorities of the Powering Up strategy.
The policy limit for awards under the LTIP is up to 200% of salary. The transformation of the Company
and the successful execution of the new strategy will require exceptional skill, leadership and tenacity
from the Executive Directors as well as the continued commitment and focus of their team. To ensure
alignment of reward with strategy delivery and shareholder value creation throughout the
organisation, we are proposing changes to our long-term incentive arrangements within the terms of
the Directors’ Remuneration Policy. The Remuneration Committee is proposing that the Executive
Directors should be awarded, in 2024 only, an ‘enhanced’ LTIP award (called the Powering Up Award), in
addition to the usual LTIP awards. This will enhance the award of the new CEO and the CFO. To be clear,
this is a one-off additional award to incentivise successful execution of the Powering Up strategy.
The performance and vesting period for the normal LTIP award will be three years and the
performance measures and the weightings for the 2024 awards are as follows: adjusted EBITDA (30%);
relative TSR v FTSE Small Cap (20%); operating free cash flow (25%) and key specific and measurable
strategic measures, which will directly link with the Powering Up strategy (25%). The shares under the
one-off Powering Up Award will vest after four years, rather than three, subject to the achievement of
free cash flow after capex performance targets aligned to our ambition to be cash flow positive in
FY2027. The standard of performance required will be over and above that required to trigger
maximum vesting of the normal LTIP award. A two-year holding period will apply to the normal LTIP
award and a one-year holding period applied to the Powering Up Award. The committee knows that
some investors are sceptical of one-off arrangements, but we are confident that there is a strong
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
122
Pod Point
Annual Report and Accounts 2023
Strategic Report
Implementation of the Directors’ Remuneration Policy for FY2024
Element of pay
Interim Chief Executive
Officer – Andy Palmer
New Chief Executive Officer –
Melanie Lane
Chief Financial Officer –
David Wolffe
Base salary
Pro-rated based on full-year
equivalent of £700,000
(no increase for FY2024)
£450,000 on appointment
£360,000 (no increase for FY2024)
Pension
None
Aligned to the employer contribution for all employees.
This is 4.5% of salary in 2023
Benefits
Car allowance of up to £20,000.
Car allowance of up to £20,000
and private medical cover
Car allowance of up to £15,000 and
private medical cover
Annual
bonus plan
Maximum: 125% of salary.
70% paid in cash/30% deferred into shares for two years when they will vest
Subject to performance measures: revenue (25% weighting reduced from 50%), adjusted EBITDA (50%
weighting increased from 25%) and four operational measures (25% weighting) including sustainability,
business development, operational effectiveness and customer satisfaction. The payment of operational
measures is subject to an achievement of an EBITDA threshold. The specific performance measures and
targets are considered to be commercially sensitive at this time but will be disclosed on a retrospective
basis in next year’s report
LTIP
None
The policy limit is up to 200% of salary.
Award levels for FY2024 will be based on a fixed number of shares,
which will be 1.75m for the new CEO and 1.4m for the CFO, so the face
value of awards is expected to be 86% of salary in total based on the
current share price*. The awards will comprise the normal award (circa
60% of the total) and the Powering Up award (circa 40% of the total
award). The face value on grant of the normal award is circa 49% of
salary and the face value on grant of the Powering Up award is 37% of
salary.
For the normal award, a three-year vesting period plus two-year
holding period
Subject to performance measures:
Relative TSR v FTSE Small Cap Index (20% weighting) – median to
upper quartile ranking
Adjusted EBITDA in year ended 31st December 2026
(30% weighting) - (£3m) to +£5m
Operating Free Cash Flow excluding financing and M&A in 2026
(25% weighting) – (£13m) to (£3m)
Strategic goals (25% weighting) for 2026 – grid flex revenue £1.8m
to £3m, cost out annualised £6m to £7.5m, reduce by half Scope 1
and 2 GHG emissions from Pod Point’s UK operations by the end of
2026 (using a 2023 baseline)
For the Powering Up Award, a four-year vesting period plus one-year
holding period
Subject to performance measures: stretching free cash flow after
capex performance targets aligned to our ambition to be cash flow
positive in FY2027, with a range of (£2m) to +£4m
For both awards, 25% of the maximum will payout for achieving the
threshold, with 100% payout for maximum
Element of pay
Interim Chief Executive
Officer – Andy Palmer
New Chief Executive Officer –
Melanie Lane
Chief Financial Officer –
David Wolffe
Shareholding
guideline
None
300% of salary
Continues for two years
post-cessation
200% of salary
Continues for two years post-
cessation
Note: the table above shows the continuing elements of remuneration for each Executive Director.
*To the extent that the share price between the date of this report and the date of grant increases
significantly to result in a face value of awards which would exceed the policy limit, the committee will
scale back the number of awards to be granted to remain within the policy.
Element of pay
Chair’s fee
Non-Executive Directors’ fees
Fees
£200,000
(no increase for FY2024)
Base fee: £58,000 (no increase for FY2024)
Audit Committee Chair’s fee: £12,000 (no increase for FY02024)
Remuneration Committee Chair’s fee: £11,000 (no increase for
FY2024)
Senior Independent Director’s fee: £10,000 (no increase for FY2024)
Following the creation of new Board committees, the following additional
fees will be paid for FY2024:
Technology Committee Chair’s fee: £5,000
ESG Committee Chair’s fee: £5,000
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
123
Pod Point
Annual Report and Accounts 2023
Strategic Report
Single total figure of remuneration (audited)
The following tables set out the total remuneration received by Executive Directors and Non-Executive Directors from the date of incorporation, which represents full-year ended 31st December 2023 and the
full-year ended 31st December 2022.
£’000
Salary and fees
Benefits
1
Bonus
LTIPs
Pension
2
Total figure
remuneration
Total
fixed pay
Total
variable pay
Executive Directors
Andy Palmer
3
2023
331
331
331
David Wolffe
4
2023
360
25
90
17
492
402
90
Former Executive Directors
Erik Fairbairn
3
2023
232
2
21
255
255
2022
450
2
238
16
706
468
238
David Surtees
4
2023
3
1
4
3
1
2022
360
191
13
564
373
191
Non-Executive Directors
Gareth Davis
5
2023
224
9
233
233
2022
200
200
200
Phillipe Commaret
6
2023
2022
Robert Guyler
6
2023
2022
Andy Palmer
3
2023
45
45
45
2022
68
68
68
Margaret Amos
5
2023
95
95
95
2022
70
70
70
Norma Dove-Edwin
2023
58
-
-
-
-
58
58
2022
58
58
58
Karen Myers
5
2023
114
-
114
114
2022
69
69
69
Erika Schraner
2023
58
58
58
2022
58
58
58
Notes to table:
1
Benefits corresponds to the taxable benefits receivable during the relevant financial year. The benefits shown for Gareth Davis relate to the payment of a car allowance
2
Pension corresponds to the amount contributed to defined contribution pension plans or a cash payment in lieu of a pension contribution
3
Andy Palmer served as Senior Independent Director until 6th July 2023 when he was appointed as interim CEO. Erik Fairbairn stepped down as CEO on 6th July 2023
4
David Wolffe was appointed CFO on 3rd January 2023. David Surtees retired as CFO on 3rd January 2023
5
Includes an additional one-off payment for significant additional time spent on Pod Point matters as set out on page 124
6
Philippe Commaret and Robert Guyler are not entitled to any fee from the Company in respect of their Directorships
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
124
Pod Point
Annual Report and Accounts 2023
Strategic Report
Base salary in 2023
The annual base salaries for the former CEO and CFO were £450,000 and £360,000 respectively and
were not increased for 2023. The base salary for the interim CEO was set at £700,000 on appointment,
noting that he was not entitled to a pension contribution and did not participate in the LTIP.
Given the Board changes during the year, there was a material increase in the time commitments
required for certain Non-Executive Director roles. The committee agreed to pay Gareth Davis
(as Chairman) an additional £24,000 one-off payment as compensation for the significant additional
time spent on Pod Point matters during FY2023. The Board, excluding the Non-Executive Directors,
approved an additional one-off payment of £40,000 to Karen Myers (as Chair of the Remuneration
Committee and Senior Independent Director) and £25,000 to Margaret Amos (as Chair of the Audit
Committee) as compensation for the significant additional time spent on Pod Point matters during
FY2023. The materiality of the increase in time commitments is reflected in the number of Board
and committee meetings held during 2023, which are set out on page 98.
Benefits
Benefits consisted of life insurance. The former CEO and the interim CEO were entitled to a car allowance
of up to £20,000 per annum. The CFO was entitled to a car allowance of up to £15,000 per annum.
Pension
The Executive Directors (other than the interim CEO) received pension benefits equivalent to 4.5% of salary.
Annual bonus
Performance
criteria
% of annual
bonus
Minimum
target
Stretch
target
Outcome
Achieved/
not achieved
% of
maximum
bonus
payable
Revenue (in 2023)
50%
£85m
£100m
£63.8m
Not achieved
0%
Adjusted EBITDA
25%
-£8.0m
-£3.0m
-£15.4m
Not achieved
0%
Operational
objectives
25%
BU implementation – effective operation in business. This goal
was intended to encourage and reward the new organisational
design for Pod Point and the establishment of business units
Achieved in
full
5%
Grid load management revenue. Grid load management is
a key measure for Pod Point’s business. The provision of grid
load management services enables our customers to maximise
energy use efficiently
Achieved in
full
5%
Average eNPS
1
of 12. Employee net promotor score was
assessed twice during the year through employee surveys.
The average participation rate was 74%
Not achieved
0%
Measure CO
2
e/kWh energy transferred over our connected
network. To decarbonise the business as much as we can we
set out to establish a base line for measurement
Achieved in
full
5%
Lifecycle assessment Solo and Twin. These are our two key
chargers. The life cycle assessment is crucial to understand the
environmental impact of our chargepoints
Achieved
5%
Total bonus payable
20%
Application of discretion
0%
Final outcome
20%
1
Employee Net Promoter Score
When considering the achievement of the operational objectives, the committee considered a number of
factors. This included both quantitative and qualitative assessment depending on the measures. The bonus
outturn was 20% of maximum. The committee believed that, when viewed against the financial, operational
and strategic achievements in the year, the overall outcome was fair taking into account the contribution
of the Executive Directors throughout the year and in particular the second half. No discretion was applied.
Andy Palmer has decided to waive his pro-rated bonus entitlement. David Surtees stepped down from
the Board on 3rd January 2023 and remained employed until 31st March 2023. The bonus shown below is
pro-rated to 3rd January, the period of service as an Executive Director. The former CEO, Erik Fairbairn was
not eligible to receive a bonus in relation to FY2023. The final outcomes for the Executive Directors are set
out below:
Name
Role
Max (% of salary)
Final outcome
(% of salary)
Payable in cash
Deferred
into shares
*
David Wolffe
CFO
125%
25% (20% of max)
£63,000
£27,000
David Surtees
Former CFO
125%
25% (20% of max)
£525 (pro-rated)
£225 (pro-rated)
*
In line with the approved policy, 30% of any bonus earned is deferred into shares for two years
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
125
Pod Point
Annual Report and Accounts 2023
Strategic Report
Awards granted in the year
For 2023, LTIP awards were granted to eligible employees, which vested after three years subject to
continued employment and the achievement of performance conditions. In advance of the award,
the Remuneration Committee took account of the share price at the time and decided to reduce the
level of award for the Executive Directors from the original intended award of 150% of salary to 64%
of salary. The details of the awards are set out below:
Name
Role
Basis for award
(% of salary)
Number of
shares granted
Date of grant
Erik Fairbairn
Former CEO
64%
*
384,000
25th May 2023
David Wolffe
CFO
64%
*
307,200
25th May 2023
*
Awards were calculated based on the share price of 75p, which means a face value of £288,000 and £230,400 for the
former CEO and CFO respectively.
The 2023 LTIP awards were subject to the following performance measures and targets:
Measure
Weighting
Threshold (25% payable)
Maximum (100% payable)
Relative TSR v FTSE Small Cap
Index (excluding investment trusts)
25%
Median performance
Upper quartile performance
Adjusted EBITDA in FY2025
25%
£3m
£10m
Operating free cash flow in FY2025
(excluding financing and M&A)
25%
-£15.8m
-£6m
The successful design, development
and negotiation of an energy tariff
consumer market offering
12.5%
Full attainment of the goals will be the successful launch of an energy
tariff, which is integrated with Pod Point’s products and services, and the
provision of direct benefit to consumers to reduce cost, consumption
and carbon intensity
The signing of a ’grid load’
management contract
12.5%
Full attainment will be obtaining of a signed contract with a grid load
manager to provide load management services to maximise energy
use efficiency
Awards vested in the year
No performance awards were due to vest in 2023.
Other statutory requirements
Share Interests and Incentives
Shares owned
outright
Awards unvested
and subject to
performance
conditions
Awards
unvested with
no performance
conditions
Awards vested
but not exercised
Shareholding
requirement met
Andy Palmer
128,778
n/a
David Wolffe
818,079
33,218
No – 1% of salary
Erik Fairbairn
1,777,7781
732,260
216,135
478,880
No – 104% of
salary
David Surtees
107,229
123,509
No – 10% of salary
Gareth Davis
88,889
n/a
Phillipe Commaret
n/a
Robert Guyler
n/a
Margaret Amos
4,444
n/a
Norma Dove-Edwin
13,333
n/a
Karen Myers
25,778
n/a
Erika Schraner
25,778
n/a
Shares counting towards the guideline include those purchased from own funds, vested (but
unexercised) share awards on a net-of-tax basis, unvested share awards not subject to performance
measures on a net-of-tax basis. The shareholding requirement will continue to apply to the Executive
Directors for a period of two years after termination of employment. In light of his planned retirement,
it was agreed at IPO that the post-employment shareholding requirement for David Surtees will be up
to 100% of salary for one year.
Our middle market share price at the close of business on 31st December 2023 was £0.2175 and the
range of the middle-market price during the year was £0.201 to £1.00.
Since the year end, there have been no other changes in the shareholdings.
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
126
Pod Point
Annual Report and Accounts 2023
Strategic Report
Change in CEO total remuneration
The following chart shows the value of £100 invested in the Company (at the date of Admission)
compared with the value of £100 invested in the FTSE Small Cap Index. We have chosen the FTSE Small
Cap Index as it provides the most appropriate and widely recognised index for benchmarking the
Company’s corporate performance since Admission.
Total shareholder return
Source: Datastream (a LSEG product)
CEO remuneration (£’000)
FY2023
(Andy Palmer)
FY2023
(Erik Fairbairn)
FY2022
(Erik Fairbairn)
FY2021
(Erik Fairbairn)
Total remuneration excluding legacy awards
£331
£239
£706
£289
Total remuneration including legacy awards
£331
£239
£706
£4,168
Annual bonus as a % of max
Waived any
bonus entitlement
n/a
42%
n/a
Shares vesting as a % of max
n/a
n/a
n/a
n/a
CEO pay ratio
Financial year
Element
P25
P50
P75
2023
Total remuneration ratio
17:1
13:1
9:1
Total remuneration value £’000
£34,216
£45,513
£66,914
Salary ratio
20:1
15:1
10:1
Salary value £’000
£28,832
£38,693
£58,872
2022
Total remuneration ratio
23:1
17:1
12:1
Total remuneration value £’000
£31,055
£42,480
£60,540
Salary ratio
16:1
12:1
8:1
Salary value £’000
£27,312
£36,488
£55,312
2021
Total remuneration ratio excluding legacy awards
9:1
7:1
5:1
Total remuneration ratio including legacy awards
132:1
102:1
73:1
Total remuneration value £’000
£31,517
£40,933
£56,586
Salary ratio
11:1
9:1
6:1
Salary value £’000
£25,541
£31,002
£46,935
The Company has used option A as defined by the regulations and calculated the pay and benefits
of all UK employees on a full-time equivalent basis as this is the most accurate way of calculating the
ratio. The 2021 total remuneration ratio is not considered to be representative of a normal year as it is
distorted by the CEO numerator when the value of legacy awards is included. For this reason, we have
also shown the ratio excluding the value of legacy awards.
The movement in the year is a result of the CEO’s pay reflecting both Erik Fairbairn and Andy Palmer’s
time in the role and with no incentive pay received for the year. This compares to 2022, where there was
a full year with the CEO’s post-IPO remuneration package (as opposed to approximately two months
in 2021). Therefore the movement in the pay ratios is a reflection of the CEO changes rather than
employee pay more generally. The committee has no reason to believe that the median pay ratio
for FY2023 is inconsistent with Pod Point’s approach to pay and progression policies for all other UK
employees. The committee will monitor future movements in the ratio.
Relative importance of spend on pay
The table below indicates how amounts spent on pay compare with Pod Point’s other financial dispersals.
FY2023
FY2022
% change
Dividends and share buybacks
Staff costs
*
£’000
£32,032
£28,628
12%
*
Staff costs for all employees as per note 7 of the financial statements – see page 164
Remuneration
continued
Directors’ Remuneration Report
continued
Admission 09.11.2021
30/10/2021
30/11/2021
30/12/2021
30/10/2022
30/11/2022
30/12/2022
30/01/2022
30/02/2022
30/03/2022
30/04/2022
30/05/2022
30/06/2022
30/07/2022
30/08/2022
30/09/2022
30/10/2023
30/11/2023
30/12/2023
30/01/2023
30/02/2023
30/03/2023
30/04/2023
30/05/2023
30/06/2023
30/07/2023
30/08/2023
30/09/2023
140
120
100
80
60
40
20
0
TSR – Value of a 100 unit investment made at Admission
Pod Point
FTSE Small Cap Index
Governance
Financials
127
Pod Point
Annual Report and Accounts 2023
Strategic Report
Percentage change in Directors’ pay
The table below shows the change in Directors’ remuneration in 2023 compared to previous years
compared to that of all employees.
2023 v 2022
2022 v 2021
Base salary/fee
Benefits
Annual bonus
Base salary/fee
Benefits
Annual bonus
Erik Fairbairn
(47)%
(12)%
(100)%
60%
-67%
n/a
David Surtees
(99)%
0%
(199)%
34%
n/a
n/a
Andy Palmer
(Interim CEO)
454%
n/a
n/a
592%
n/a
n/a
David Wolffe
n/a
n/a
n/a
n/a
n/a
n/a
Gareth Davis
12%
n/a
n/a
562%
n/a
n/a
Phillipe Commaret
n/a
n/a
n/a
n/a
n/a
n/a
Robert Guyler
n/a
n/a
n/a
n/a
n/a
n/a
Margaret Amos
36%
n/a
n/a
592%
n/a
n/a
Norma Dove-Edwin
0%
n/a
n/a
592%
n/a
n/a
Karen Myers
65%
n/a
n/a
592%
n/a
n/a
Erika Schraner
0%
n/a
n/a
592%
n/a
n/a
All employees
15%
1,492%
(79)%
12%
-65%
n/a
The percentage change has been calculated from the single total figure table and therefore the
percentage change figures for Erik Fairbairn, David Surtees and Andy Palmer reflect their change
in roles during the year. Fees in 2021 for the Non-Executive Directors were for only part of the year
from their appointment and hence the percentage change figures above are not representative.
Erik Fairbairn and David Surtees did not participate in a regular annual bonus in 2021. There was
no annual incentive for all employees in 2021, which can be compared to the 2022 annual bonus.
Payments for loss of office and/or payments to former Directors
On 6th July, Erik Fairbairn stepped down as Chief Executive Officer. He remained employed by
Pod Point and continued to receive his salary and benefits in the usual way until 31st December 2023
(£229,959). His notice period commenced from 6th July 2023 and Erik was entitled to six months’ notice
which was to be paid in lieu of notice (based on his salary only) for the portion of his unworked notice,
being six days (£6,164). This was in accordance with the Directors’ Remuneration Policy and his
contract. He was also paid £5,000 (plus VAT) towards legal costs. He will not receive any bonus under
the Annual Bonus Plan in respect of FY2023. The Deferred Bonus Share Award in respect of the annual
bonus payment for FY2022 will continue and vest in full on the original vesting date. The post-IPO
long-term incentive awards lapsed on 31st December 2023. He does retain all vested and unvested IPO
Share Plan Awards which comprise both an IPO Restricted Share Award and an IPO Performance
Share Award. They will continue and vest on the normal vesting dates subject to, in the case of the
awards where vesting is linked to performance, the original performance conditions being met at the
end of the performance period. All the IPO Share Plan Awards (the IPO Restricted Share Awards and
the Performance Share Awards) will be pro-rated for time according to the proportion of the vesting
period, which has elapsed as at the termination date. Erik will retain a post-employment shareholding
of 1,954,971 shares (being the number of shares equivalent to a value of 300% of his annual salary,
calculated using the Company’s average share price in the month to 3rd July 2023) to be retained until
31st December 2025. On 9th November 2023, the second anniversary of IPO, part of the IPO Restricted
Share Award vested, with 478,880 shares becoming exerciseable within 12 months of his leave date.
As set out previously, David Surtees retired and stepped down from the Board on 3rd January 2023
and continued to be available to Pod Point until the 31st March 2023. His salary for the period to 31st
March was £90,000. He was eligible for a time pro-rated bonus to 31st March 2023 (£15,750 payable
in cash and £6,750 deferred into shares) and his outstanding legacy IPO Share Award, which vested
on the normal vesting date. He remains subject to the shareholding requirement, whereby up to 100%
of salary needs to be retained for one-year post-cessation. On 9th November 2023, the second
anniversary of IPO, the final part of his IPO Share Award vested, with 46,277 shares becoming
exerciseable within 12 months of the vesting date.
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
128
Pod Point
Annual Report and Accounts 2023
Strategic Report
Committee members
Karen Myers (Chair of the Committee)
Norma Dove-Edwin
Dr Margaret Amos
Dr Erika Schraner
Dr Andy Palmer (until 6th July 2023)
For as long as EDF’s shareholding is equal to
or exceeds 10%, it is entitled to appoint a
representative (whose identity must be
approved in advance by the Board) as an
observer to the committee.
The committee may invite the Chairman,
the CEO, CFO and other members of
management to attend all or part of
meetings but no individual is present when
their own remuneration is discussed.
Summary of key roles and responsibilities
Develop the Group’s policy on executive
remuneration
Determine the levels of remuneration for
Executive Directors and the Chair and
other Senior Executives
Consider, determine and approve the
provisions of the service agreements for
Executive Directors and the Chair and
other Senior Executives
Prepare an annual Remuneration Report for
approval by the shareholders at the AGM
Approve any share scheme to be
established by the Company
Key activities during the year
The leaver arrangements for former CEO,
Erik Fairbairn
The temporary appointment arrangements
for interim CEO, Andy Palmer
Recruitment and leaver arrangements for
other senior executives
The drafting of the 2023 Directors’
Remuneration Report
Assessment of the performance measures
and targets used for FY2023 ABP and LTIP
The design and development of the FY2024
LTIP, including monitoring of share dilution
Pay and employment conditions in the
wider workforce, including review of the
CEO pay ratio and gender pay gap
FY2024 salary review
Monitoring regulatory updates including
proxy agency and investor guidelines
Advisors
The committee appointed FIT Remuneration
Consultants LLP (‘FIT’) as their independent
advisor. FIT advised on all aspects of the
Directors’ Remuneration Policy and practice
and reviewed remuneration structures
against corporate governance norms. FIT is
a member of the Remuneration Consultants’
Group and complies with its Code of
Conduct, which sets out guidelines to ensure
that its advice is independent and free of
undue influence. FIT carries out no other
work for Pod Point or its subsidiaries. The
Remuneration Committee has used its
judgement to assess the advice provided
and is satisfied that it is objective. For
FY2023, FIT was paid on both a retainer basis
and for hours worked on specific pieces of
work at the request of the committee Chair.
The total for the year amounted to £71,791
(2022: £63,000).
Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved at the 2022 AGM.
A summary of the policy is set out below. The full policy can be found at
https://investors.pod-point.com/remuneration-policy02922
Remuneration Policy for Executive Directors
The following table summarises each element of the Remuneration Policy for the Executive Directors,
explaining how each element operates and links to the corporate strategy.
Element of pay
Purpose/link to strategy
Operation/performance
Maximum
Base salary
The foundation stone of
the policy. Set to attract
and retain individuals with
the required capabilities.
Salaries are set on appointment, taking
into account the individual’s skills and
experience and the recruitment market.
Usually paid monthly.
Salaries are reviewed although not
necessarily increased annually, normally
with effect from 1st January in the light of:
Affordability
Pay increases for the workforce
Performance
Changes in scope of responsibilities/
role
External market trends
Internal differentials/relativities
The value of total remuneration
The Remuneration Committee’s
judgement
Salaries are benchmarked against
similarly-sized companies and other
relevant comparators and competitors
as considered appropriate.
Annual increases will normally be in
line with the average increase for
the UK employees except in
exceptional circumstances, including
but not limited to change in the
scope and scale of the organisation,
change in role, the need for
accelerated pay progression,
internal differentials and external
relativities.
Pension
To encourage employees
to save and build up
capital for the long term
whether through
participation in an
occupational scheme or
payment of a cash
allowance instead.
Contribution or unconsolidated cash
allowance (or in combination) determined
as a percentage of annual salary and
usually paid monthly.
Not linked to performance. The level of
contribution or cash allowance in lieu of a
pension contribution is intended to be in
line with the maximum contribution
available to all employees.
No more than the pension
contribution available to all UK
employees (which at the date of
policy approval is 4.5% of salary).
Remuneration
continued
Directors’ Remuneration Report
continued
10
Committee meetings
in the year
98
%
Meeting
attendance
Governance
Financials
129
Pod Point
Annual Report and Accounts 2023
Strategic Report
Element of pay
Purpose/link to strategy
Operation/performance
Maximum
Other benefits
To ensure total
remuneration is
competitive and to
provide some financial
protection against illness
and to encourage
wellbeing.
A range of benefits is provided in line with
typical market practice including, but not
limited to, a car or car allowance and
permanent health insurance.
Additional benefits may be provided
within the Directors’ Remuneration Policy
for other reasonable business reasons
such as relocation whether domestic or
international.
The CEO’s car allowance will not
exceed £20,000 per year.
The car allowance for any other
Executive Director will not exceed
£15,000 per year.
The maximum value of other
benefits will vary depending on the
cost to the Company of providing
them.
This excludes any relocation
benefits, which will be capped by
the approved relocation policy.
Annual bonus
plan (‘ABP’)
To focus the attention of
the Executive Directors
and reward them for
achieving results based
on targets set in line with
the annual business plan
and the longer-term
corporate strategy.
The annual bonus will be based on
financial, strategic and/or operational
measures and targets set for and
measured over the financial year.
They may also include individual and
team-based objectives and targets. At
least 50% of the performance measures
will be financial.
Up to 30% of any bonus earned (subject
to a de minimis amount) will usually be
delivered in shares which will be deferred
for two years (the ‘DBSP’). Dividends or
dividend equivalents may be paid to the
extent the shares vest.
Both the cash and DBSP elements of
annual bonus will be subject to malus and
clawback provisions.
Deferred bonus shares are forfeitable on
leaving unless the Executive Director is
deemed to be a ’good leaver’.
The maximum for the CEO and for
any other Executive Director will be
125% of salary a year.
No bonus will be paid below
threshold and the full bonus will be
paid only for meeting or exceeding
the maximum performance
standards set.
The bonus earned for meeting
target may vary from year to year
depending on the measures and a
range of commercial factors.
Element of pay
Purpose/link to strategy
Operation/performance
Maximum
LTIP
To align the long-term
interests of the Executive
Directors with those of
shareholders. To
encourage teamwork
across the leadership
group. To reward the
delivery of long-term
sustainable results and to
support retention.
Annual awards of performance shares.
The share scheme will allow for a variety
of share-based arrangements including
conditional shares, forfeitable shares and
nil-cost or nominal-cost options. The
Remuneration Committee may set any
measures as it considers appropriate
from year to year based on the Board’s
strategic objectives.
The awards vest three years after
the date of appointment and Executive
Directors will be required to hold
(if necessary after tax has been paid)
the shares for two years after they
have vested.
Dividends or dividend equivalents may
be paid to the extent the shares vest.
Malus and clawback will apply.
Maximum annual award of up to
200% of salary.
No more than 25% of the shares
under award will vest at threshold or
the deemed equivalent.
Share
ownership
requirement
To encourage Executive
Directors to invest their
own capital – including
remuneration from
released and vested
shares – in the Company.
Executive Directors are required to retain
some or all of the net value of vested
shares under the Deferred Bonus Plan
and the Performance Share Plan until
they have met the requirement.
300% of salary for the CEO and
200% of salary for any other
Executive Director. Executive
Directors will normally be required
to maintain their shareholding
for two years after they leave the
Board.
All-employee
share schemes
To encourage teamwork
across the Company and
to align the interests of all
employees with those of
shareholders. To create
an opportunity to share
in the success of the
Company, where
possible, tax effectively.
Executive Directors may participate
in any all-employee share scheme,
on the same terms as other employees,
in accordance with HMRC and other
requirements.
Subject to the relevant legislation.
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
130
Pod Point
Annual Report and Accounts 2023
Strategic Report
Fees policy for Chair and Non-Executive Directors
The following table summarises the fees policy for the Chairman and the Non-Executive Directors.
Element of pay
Purpose/link to strategy
Operation/performance
Maximum
Fees
To provide a competitive
fee to attract Non-
Executive Directors who
have the requisite skills
and experience to
oversee the
implementation of the
Company’s strategy.
Fees for the Chair are set by the
Committee. Fees for the other NEDs are
set by the Board excluding the NEDs.
Fees are reviewed, but not necessarily
increased, annually. Fee increases are
normally effective from 1st January.
Fee levels are determined based on
expected time commitments of each role
and by reference to comparable fee levels
in other similar-sized companies.
Additional fees are payable to the Senior
Independent Director and Chairs of Board
Committees to reflect their additional
responsibilities.
Additional fees may be paid for other
responsibilities, which include a higher
time commitment than normal.
Reasonable business expenses (including
any tax thereon) will be reimbursed.
The Chair and the other Non-Executive
Directors may also receive reasonable
benefits including, for example, the
installation of a chargepoint.
There is no overall aggregate
annual limit for fees payable to
the Non-Executive Directors.
Discretion retained by the committee in operating the incentive plans
The committee administers the respective incentive plans in line with their rules, in accordance with
HMRC regulations and the Listing Rules where relevant. To ensure the efficient administration of these
plans, the committee will retain discretions which include (but are not limited to) the following:
the number of participants in the plans
the possible timing of grants, vesting and/or payments under the plans
the size of any grant, vesting and/or payment (within the limits set out in the approved policy for
Executive Directors)
determining the performance measures and targets, which are appropriate for each incentive plan
from year to year
whether it is necessary to use discretion to amend the outcome
determining the leaver status and the appropriate treatment under the incentive plan
determining the relevant treatment of outstanding awards in the event of a change of control
determining the relevant treatment of outstanding awards in certain circumstances (e.g. corporate
restructuring events, variation of capital and special dividends)
The committee will also have the ability to amend or replace the performance conditions applying
to outstanding awards if an event occurs, which causes the committee to believe that the original
condition is no longer appropriate. Any change to the performance conditions cannot be materially
less challenging than the original condition would have been but for the event in question.
Recoupment (malus and clawback)
Malus and clawback may be applied at any time before an award vests or for three years after vesting
in the following circumstances:
material financial misstatement
significant reputational damage
gross negligence or gross misconduct by a participant
fraud effected by or with the knowledge of a participant
conduct or behaviour by a participant which breaches the Company’s values
material corporate failure
a failure of risk management, including material breach of health and safety standard or failure to
prevent bribery, corruption or tax evasion
an event resulting in a material detrimental effect on the Company’s stakeholders or market
reputation
unreasonable failure to protect the interests of the Company’s stakeholders
where awards were granted or vested based on erroneous or misleading data
Malus permits the Company to reduce the amount of any unvested award, including awards in holding
periods. Clawback permits the Company to reduce the amount of any vested award or any future
salary or bonus, and also require the employee to pay back amounts.
Executive Directors’ service contracts
Each Executive Director’s service agreement will be terminable by the Company or the respective
Executive Director on six months’ written notice. The Company will also be entitled to terminate an
Executive Director’s service agreement with immediate effect by payment in lieu of notice, equal to the
basic annual salary that would have been payable during the notice period. The contracts are available
for inspection as are the letters of appointment of the Chair and the Non-Executive Directors at the
Company’s registered office.
The date of each executive joining the Board is noted in the table below:
Date of joining the Board
Andy Palmer
9th November 2021
David Wolffe
3rd January 2023
The service contract of any new appointment is expected to be consistent with that of current
Executive Directors.
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
131
Pod Point
Annual Report and Accounts 2023
Strategic Report
Statement of shareholding voting
The binding resolution on the Directors’ Remuneration Policy was passed at 2022 AGM.
The table below shows votes from shareholders on the relevant resolutions:
Directors’ Remuneration Report (2023 AGM)
Directors’ Remuneration Policy (2022 AGM)
Votes
%
Votes
%
Votes in favour
133,115,547
99.98%
138,462,585
99.98%
Votes against
28,156
0.02%
24,399
0.02%
Total votes
133,143,703
100%
138,486,984
100%
Votes withheld
8,929
12,253
This report was approved by the Board and signed on its behalf by:
Karen Myers
Chair of the Remuneration Committee
17th April 2024
Remuneration
continued
Directors’ Remuneration Report
continued
Governance
Financials
132
Pod Point
Annual Report and Accounts 2023
Strategic Report
Statutory, regulatory and other information
Directors’ Report 2023
In accordance with Section 415 of the Companies Act 2006, the Directors of Pod Point Group Holdings plc present their report for the year ended 31st December 2023. Other information that is relevant to this report
is incorporated by reference, including information required in accordance with the UK Companies Act 2006 and associated regulations, Listing Rules and Disclosure Guidance and Transparency Rules (DTRs). For
the purpose of DTR 4.1.8 R the management report comprises the Strategic Report and the relevant parts of this Directors’ Report. The corporate governance statement required under DTR 7.2.1 comprises the
content on pages 93 to 131. The following table below sets out where the necessary disclosures can be found.
Business performance
Results
Results for the year ended 31st December 2023 are set out in the Chief Financial Officer’s
statement on pages 26 to 32 and the consolidated income statement on page 146.
Going concern and
viability
Going concern and the viability statement are set out on pages 30 and 90 respectively.
Dividends
No dividends will be proposed for the year ended 31st December 2023.
Strategic Report
The Strategic Report can be found on pages 3 to 90.
Corporate governance
statement
The Company’s statement on corporate governance can be found on page 94.
Directors’ Remuneration
Report
The Directors’ Remuneration Report can be found on pages 119 to 131.
Activities in research and
development
The Company’s activities include software and hardware development in relation to its
electric vehicle charging products.
Future developments
Details about the Company’s future developments can be found in the Strategic
Report on pages 13 and 31.
Post-balance sheet events
There have been no post-balance sheet events.
Directors
Directors
Summaries of the current Directors’ key skills and experience are set out in the
Corporate Governance Report on pages 95 to 98. David Surtees and Erik Fairbairn
served as Directors during the year before stepping down on 3rd January and 6th July
respectively. Details concerning Director appointments can be found on page 109.
Directors’ interests
Details of the Directors’ beneficial interests are set out in the Remuneration Report on
page 125.
Directors’ indemnities
The Company has given indemnities to each of the Directors in respect of any liability
arising against them in connection with the Company’s (and any associated
company’s) activities in the conduct of their duties. These indemnities, which constitute
a qualifying third-party indemnity as defined by s234 of the Companies Act 2006
remain in place at the date of this report.
Directors’ and officers’
liability insurance
Directors’ and officers’ liability insurance cover is in place at the date of this report.
Cover is reviewed annually.
Directors’ statement
of responsibilities
The Directors’ statement of responsibilities is located on page 135.
Constitution
Articles of association
Any amendments made to the articles of association may be made by a special resolution of shareholders.
The following is a summary of the structure, rights and restrictions of the Company’s share capital:
The rights attaching to the shares will be uniform in all respects and they will form a single class for all
purposes, including with respect to voting and for all dividends and other distributions thereafter declared,
made or paid on the ordinary share capital of the Company
On a show of hands, every holder of shares in the capital of the Company (each, a ‘shareholder’) who is
present in person shall have one vote and on a poll every shareholder present in person or by proxy shall
have one vote per share
Except as provided by the rights and restrictions attached to any class of shares, shareholders will under
general law be entitled to participate in any surplus assets in a winding-up in proportion to their shareholdings
The shares do not carry any rights as respects to capital to participate in a distribution (including on a
winding-up) other than those that exist as a matter of law
There are no restrictions on the free transferability of the shares
Branches outside the UK
The Company has branches in France, Ireland and Spain, and an entity
in Norway
Change of control
The following represents the likely effect on significant agreements with the Company were it to be subject to a
change of control:
The Company’s relationship agreement with EDF Energy Customers Limited (‘EECL’) is described on page 104.
The Relationship Agreement may be terminated in the event of the Company ceasing to be listed on the
premium listing segment of the Official List and ceasing to trade on the Main Market of the London Stock
Exchange; or EECL ceasing to control more than 10% of the voting rights in the Company
The Company does not have any agreements with any Non-Executive Director, Executive Director or employee
that would provide compensation for loss of office or employment resulting from a change of control
Governance
Financials
133
Pod Point
Annual Report and Accounts 2023
Strategic Report
Statutory, regulatory and other information
continued
Directors’ Report 2023
continued
Stakeholders and policies
Section 172 statement
The Company’s Section 172 statement can be found in the Strategic Report on pages
69 to 74.
Employment of disabled
persons
Details of policies on equal opportunities recruitment and training can be found in the
Strategic Report on page 61.
Employee engagement
Details of how the Company engages with its workforce can be found in the Strategic
Report on pages 60 and 72 and Corporate Governance Report on page 104.
Stakeholder engagement
on key decisions
Details of the key decisions and discussions of the Board and the main stakeholder
inputs into those decisions are set out in the Strategic Report on pages 69 to 74 and
Corporate Governance Report on page 102.
Modern slavery statement
The Company has approved and published on its website its modern slavery
statement in accordance with the Modern Slavery Act 2015 (pod-point.com/legal/
modern-slavery-statement).
Diversity policy
The Company approved a policy on diversity and inclusion. An overview of the
Company’s approach to equity, diversity and inclusion may be found on pages 61 to 62
of the Strategic Report and pages 110 to 111 of the Corporate Governance Report.
Greenhouse gas emissions
Details of the Company’s greenhouse gas emissions can be found in the Report on
pages 41 to 42 of the Strategic Report.
Political contributions
The Company did not make any donations to political organisations during the year.
Financial risk
Details of the Company’s policies on financial risk management and the Company’s
exposure to price risk, credit risk, liquidity risk and cash flow risk are outlined in note 22
to the financial statements.
Shareholders and share capital
Share capital
Details of the Company’s share capital are set out in note 21 to the financial
statements.
Powers of Directors to
allot shares
At the Company’s AGM held on 13th June 2023, the Directors were generally and
unconditionally authorised to exercise all the powers of the Company to allot shares in
the Company up to an aggregate nominal value of £51,375. The Company has not
exercised its power under this authority, which is due to expire at the next AGM.
A resolution renewing this power will be proposed at the 2024 AGM.
Authority to purchase
own shares
At the Company’s AGM held on 13th June 2023, the Company was generally and
unconditionally authorised by its shareholders to make market purchases (within the
meaning of section 693(4) of the Companies Act) of up to a maximum of 15,412,512 of
its ordinary shares. The Company has not repurchased any of its ordinary shares
under this authority, which is due to expire at the next AGM.
Major interests in shares
As at 31st December 2023, the Company had been advised of the following notifiable
interests (whether directly or indirectly held) in its voting rights:
Number of voting rights
%
As at
31st December
2023
As at
31st December
2022
As at
31st December
2023
As at
31st December
2022
EDF Energy Customers Ltd
82,907,682
82,907,682
53.79%
53.83%
Legal & General Group plc
21,916,721
22,561,560
14.22%
14.65%
Schroder Investment Management Ltd
15,648,944
16,228,035
10.15%
10.54%
Hargreaves Lansdown
6,315,872
3,302,255
4.10%
2.14%
As at 8th April 2024, the Company had not been notified of any changes.
2024 AGM
The Company’s AGM will be held on 5th June 2024 at 2.00 pm
(the ‘AGM’). The AGM will be held as a fully virtual meeting. Details of the arrangements
for the AGM can be found on the Company’s website
investors.pod-point.com/.
Auditors and audit
Auditor appointment
A resolution to appoint KPMG LLP as auditor will be proposed at the
AGM.
Audit information
Each of the Directors at the date of the approval of this report confirms that:
So far as he/she is aware, there is no relevant audit information of which the
Company’s auditor is unaware;
He/she has taken all the reasonable steps that he/she ought to have taken as a
Director to make himself/herself aware of any relevant audit information and to
establish that the Company’s auditor is aware of the information; and
The confirmation is given and should be interpreted in accordance with the provisions
of section 418 of the Companies Act 2006.
Governance
Financials
134
Pod Point
Annual Report and Accounts 2023
Strategic Report
Listing Rule disclosures
Listing Rule 9.8.4C
Disclosure requirements under Listing Rule 9.8.4 C are identified below along
with cross-references indicating where the relevant information is set out in the
Annual Report.
Details of the Company’s long-term incentive arrangements may be found in the
Directors’ Remuneration Report on pages 122 to 125.
Details of significant contracts with controlling shareholders can be found on page 104
and in note 26 to the financial statements.
Details pertaining to services provided to the Company by EDF can be found on
page 26 and in note 26 to the financial statements.
Statement confirming agreement has been entered into with controlling shareholders
and that independence provisions are complied with can be found on page 104.
The Directors’ Report was approved by the Board on 17th April 2024.
By order of the Board
Anita Guernari
Company Secretary
Pod Point Group Holdings plc
Registered Office:
222 Grays Inn Road
London
WC1X 8HB
United Kingdom
Company number: 12431376
Statutory, regulatory and other information
continued
Directors’ Report 2023
continued
Governance
Financials
135
Pod Point
Annual Report and Accounts 2023
Strategic Report
Statement of directors’ responsibilities in respect of the Annual Report
and the Financial Statements
The directors are responsible for preparing the Annual Report and the Group and parent Company
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company financial statements for
each financial year. Under that law they are required to prepare the Group financial statements in
accordance with UK-adopted international accounting standards and applicable law and have elected
to prepare the parent Company financial statements in accordance with UK accounting standards and
applicable law, including FRS 101 Reduced Disclosure Framework.
Under company law the directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Group and parent Company and of the
Group’s profit or loss for that period. In preparing each of the Group and parent Company financial
statements, the directors are required to:
select suitable accounting policies and then apply them consistently
make judgements and estimates that are reasonable, relevant, and reliable and, in respect of the
parent Company financial statements only, prudent
for the Group financial statements, state whether they have been prepared in accordance with
UK-adopted international accounting standards
for the parent Company financial statements, state whether applicable UK accounting standards
have been followed, subject to any material departures disclosed and explained in the parent
Company financial statements
assess the Group and parent Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern
use the going concern basis of accounting unless they either intend to liquidate the Group or the
parent Company or to cease operations, or have no realistic alternative but to do so
The directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the parent Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the parent Company and enable them to ensure that its financial statements
comply with the Companies Act 2006. They are responsible for such internal control as they determine
is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud
and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a Strategic
Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
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.
In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial statements
will form part of the annual financial report prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report
on these financial statements provides no assurance over whether the annual financial report has been
prepared in accordance with those requirements.
Responsibility statement of the directors in respect of the annual financial report
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities, financial position and profit or loss of the company
and the undertakings included in the consolidation taken as a whole
the strategic report and directors’ report includes a fair review of the development and performance
of the business and the position of the issuer and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that they face
We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the Group’s position and
performance, business model and strategy.
This responsibility statement was approved by the Board on 17th April 2024 and signed on its behalf by:
Andy Palmer
Chief Executive Officer
136
Pod Point
Annual Report and Accounts 2023
Strategic Report
Governance
Financials
Financials
We saw
much greater
stability in our
performance
for the second
half of the year
Independent Auditor’s report
137
Consolidated financial
statements
146
Notes to financial statements
150
Company financial statements
182
Notes to the Company
financial statements
184
Glossary
190
Shareholder information
191
Governance
Financials
137
Pod Point
Annual Report and Accounts 2023
Strategic Report
Recoverability of Intangible assets, including Goodwill, in UK Home,
UK Commercial and UK Distribution
(£61 million; 2022: £110.9 million)
Impairment charge: £53 million; 2022: £0.6 million
Refer to page 112 (Audit Committee Report), page 155 (accounting policy)
and page 167 (financial disclosures).
Forecast‐based assessment
Intangibles assets including Goodwill are significant to the Group’s assets. There is a risk of
recoverability of these assets as a result of the revised trading outlook for the Group, following its
2023 trading performance, strategic review completed in November 2023 and recent trends in the EV
market.
An inappropriate amount could be determined for the recoverable amount (value‐in‐use) of the
CGUs due to the assumptions used, including future cash flow estimates related to the growth of the
EV charging market, the Group’s recent strategic review announced in November 2023 and
assumptions in determining the discount rate and terminal value
There may be circumstances in which the value in use exceeds the market capitalisation. Differences
could indicate further impairment is required or that an inaccurate carrying amount
is held
The effect of these matters is that, as part of our risk assessment, we determine that the value in use
of Intangibles assets including Goodwill has a high degree of estimation uncertainty with a potential
range of reasonable outcomes greater than our materiality for the financial statements as a whole,
and possibly many times that amount. The financial statements (note 2) disclose the sensitivity
estimated by the Group
1
Our opinion is unmodified
We have audited the financial statements of Pod Point Group Holdings plc (“the Company”) for the
year ended 31 December 2023 which comprise the Consolidated income statement, Consolidated
statement of financial position, Consolidated statement of changes in equity, Company statement
of financial position, Company statement of changes in equity and the related notes, including the
accounting policies in note 2.
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the parent
Company’s affairs as at 31 December 2023 and of the Group’s loss for the year then ended
the Group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards
the parent Company financial statements have been properly prepared in accordance with
UK accounting standards, including FRS 101 Reduced Disclosure Framework
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities are described below. We believe that the audit evidence we
have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent
with our report to the audit committee.
We were first appointed as auditor by the directors on 28 July 2023. The period of total uninterrupted
engagement is the one financial year ended 31 December 2023. We have fulfilled our ethical
responsibilities under, and we remain independent of the Group in accordance with, UK ethical
requirements including the FRC Ethical Standard as applied to listed public interest entities.
No non- audit services prohibited by that standard were provided.
2
Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance
in the audit of the financial statements and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. We summarise below the key audit matters, in decreasing order of audit
significance, in arriving at our audit opinion above, together with our key audit procedures to address
those matters and, as required for public interest entities, our results from those procedures. These
matters were addressed, and our results are based on procedures undertaken, in the context of, and
solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion
thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion
on these matters.
Independent Auditor’s report to the
Members of Pod Point Group Holdings Plc
Governance
Financials
138
Pod Point
Annual Report and Accounts 2023
Strategic Report
Independent Auditor’s report to the
Members of Pod Point Group Holdings Plc
continued
Our procedures included:
Our sector experience:
We identified trends, events and conditions that may impact the entity’s
forecasted cash flows and used our knowledge of the business to assess the adequacy of those
cash flows by reference to our sector insights to challenge the Group’s forecast.
Evaluating directors’ plans:
We inspected the Group’s strategic plans used to derive the forecast cash
flows, including the work performed by management’s external experts. We assessed the competency
of management’s external experts, to evaluate the growth potential of the Group’s key markets,
including expected revenues and margins. We have tested the assumptions applied by the Directors in
the forecast cash flows against those plans, and the forecast approved by the Board.
Benchmarking assumptions:
With the assistance of KPMG valuation specialists, we assessed the
reasonableness of the discount rate. For other key assumptions such as forecast revenue, growth
rate, terminal value we have benchmarked assumptions with reference to internally and externally
derived sources to confirm the Group’s assumptions are acceptable
Sensitivity Analysis:
We performed breakeven and sensitivity analysis for key assumptions,
including revenue growth and discount rate assumptions to test if a reasonably possible change
could cause further impairment. We also performed sensitivity analysis to assess the method of
allocation for central overheads
Climate risk:
We assessed the Group’s long‐term strategy in the context of the UK’s transition to
net zero emissions and climate‐related regulations, to assess the reasonableness of the cash flow
forecasts prepared by the directors
Model Design and Application:
We assessed if the Value in‐use model design is compliant with
IAS 36 requirements by obtaining the discounted value in use cash flow model and assessed the
methodology, principles and integrity of the model
Assessing Application:
We assessed and challenged the difference between the market
capitalisation and value in use prepared by the Group and whether the assumptions applied in the
impairment test were acceptable
Comparisons:
We considered whether there is consistency between the forecast cash flows used for
the Value in‐use model, going concern assessment as well as the viability statement to assess the
reasonableness of forecast cash flows
Assessing Transparency:
We assessed the appropriateness of the Group’s disclosures in respect of
impairment testing and whether disclosures about the sensitivity of the outcome of the impairment
assessment to changes in key assumptions reflected the estimation risks inherent in the
recoverability of intangible assets, including goodwill
We performed the detailed tests above rather than seeking to rely on any of the group’s controls
because our knowledge of the design of these controls indicated that we would not be able to obtain
the required evidence to support reliance on controls.
Our results
We found the recoverability of Intangible assets, including Goodwill, in UK Home, UK Commercial and
UK Distribution, and the related impairment charges, to be acceptable.
Capitalisation of Development Costs and Overhead Costs
(£15.5 million; 2022: £10.6 million)
Refer to page 112 (Audit Committee Report), page 155 (accounting policy) and page 167 (financial
disclosures).
Accounting for Capitalised development and overhead costs
Management exercise judgement in assessing which development costs meet the IAS 38 criteria
to be capitalised including overheads incurred by the Group. This is a key audit matter due to the
inherent level of judgment the directors exercise in determining whether the capitalisation criteria
are met for development cost spend and directly attributable overheads, and the allocation of those
costs to different projects.
EBITDA is one of the key KPIs for management as it impacts directors’ incentives and remuneration.
This results in the fraud risk of inappropriate capitalisation of development costs in order to meet
targets.
Our procedures included:
Assessing principles:
We assessed if the Group’s policy for the capitalisation of development and
overhead costs are in accordance with IAS 38 requirements
Enquiry with Senior Team Members:
Inquired with the senior members in the technology
department and challenged them on the judgement applied to whether the capitalisation criteria
are met
Tests of details:
We selected a sample of projects where costs had been capitalised in the year
and assessed if the costs met the IAS 38 criteria for capitalisation through inspecting evidence of
the results of the project as well as whether the costs allocated to a project was acceptable
Assessing Transparency:
We assessed the adequacy of the Group’s disclosures including key
judgments made in respect of capitalisation of development costs
We performed the detailed tests above rather than seeking to rely on any of the group’s controls
because our knowledge of the design of these controls indicated that we would not be able to obtain
the required evidence to support reliance on controls.
Our results
We found the application of the accounting policy for capitalisation of development costs and the
associated recognition of capitalised development costs to be acceptable.
Governance
Financials
139
Pod Point
Annual Report and Accounts 2023
Strategic Report
Revenue Recognition for installation services in UK Commercial and sale
and installation in UK Home
(Sale and installation in UK Home: £27 million; 2022: £41.4 million
Installation services in UK Commercial: £19.8 million, 2022: £19.3 million)
Refer to page 112 (Audit Committee Report), page 152 (accounting policy) and page 180 (financial
disclosures).
Revenue recognition policy
There is a risk that the approach taken to the recognition of revenue and contracts costs to reflect
the transfer of control to customer in a managed install contract (part of commercial revenue) is not
in line with IFRS 15. This approach requires judgement in determining the appropriate timing of
revenue recognition and the measure of progress
We also identified a risk in the prior periods recognition of revenue and contract costs as the
accounting policy used in the prior period was not in line with the requirements of IFRS 15. This
creates a risk that the disclosure is not adequate or transparent to explain the changes in the
revenue recognition policy and the impact of this change on the current year accounts and the
restatement of the prior period resulting from the incorrect revenue policy
There is a risk of error associated with the accuracy and completeness of managed installation
revenues as a result of incorrectly applying the updated accounting policy for revenue and contract
cost recognition
Home revenue is recognised at a point in time as delivery of units and installation occurs at the same
time. This is not part of the significant risk but is part of the KAM as it represents 42% of revenue and
is made up of high‐volume low value transactions
As a result of our assessment, we have rebutted the presumed fraud risk over revenue recognition
for installation services in UK Commercial and sale and installation in UK Home
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
Our procedures included:
Accounting policy review:
Evaluate the application of restated Group’s accounting policy against
the requirements of IFRS 15 and our understanding of the entity’s operations and contract delivery
Tests of details:
For managed install revenue contracts that are completed in the period, we tested
the revenue recognised in the period on a sample basis to the underlying evidence including
calculation of revenue and associated contract assets, and evidence of installation where applicable
Tests of details:
For the managed install contracts that are in‐progress as at 31 December 2023,
31 December 2022 and 31 December 2021, we assessed the adjustment proposed by management
to correct the prior period and current year revenue recognition, by checking the mathematical
accuracy of the portfolio analysis and the integrity of the calculation. We assessed the costs incurred
to underlying evidence such as invoices and labour rates, to ensure they were accurate
Tests of details:
For UK Home revenue, we tested a sample of sale and installation contracts to
underlying evidence including invoices, bank payments and evidence of installation
Assessing Transparency:
Consider the adequacy of the Group’s disclosures in respect of revenue
and prior period adjustments relating to Revenue and associated balance sheet accounts
We performed the detailed tests above rather than seeking to rely on any of the group’s controls
because our knowledge of the design of these controls indicated that we would not be able to obtain
the required evidence to support reliance on controls.
Our results
We found the corrected accounting policy for revenue recognised from managed installation contracts
over time applied in the current period to be acceptable, and the associated revenue recognised during
the period to be acceptable. This conclusion is drawn after the correction of the Prior Period Adjustment
that was identified due to incorrect revenue recognition in the prior periods.
We found the accounting policy for UK Home and the associated revenue recognised during the period
to be acceptable.
Governance
Financials
140
Pod Point
Annual Report and Accounts 2023
Strategic Report
Going Concern
Refer to page 112 (Audit Committee Report), page 150 (financial disclosures).
Disclosure quality
The financial statements explain how the Board has formed a judgement that it is appropriate to
adopt the going concern basis of preparation for the Group and parent Company
That judgement is based on an evaluation of the inherent risks to the Group’s and Company’s
business model and how those risks might affect the Group’s and Company’s financial resources
or ability to continue operations over a period of at least a year from the date of approval of the
financial statements
The risks most likely to adversely affect the Group’s and Company’s available financial resources
over this period were:
The recent significant reduction in the liquidity position of the group
Management’s significant judgment with respect to the entity’s current performance levels and
execution of new strategies
The funding arrangements available and how these would be applied given the terms of the
agreement
There are also less predictable but realistic second order impacts, such as industry factors and the
recent slowdown in EV sales alongside the entity’s growth ambitions which could result in a rapid
reduction of available financial resources.
The risk for our audit was whether or not those risks were such that they amounted to a material
uncertainty that may have cast significant doubt about the ability to continue as a going concern.
Had they been such, then that fact would have been required to have been disclosed.
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
We considered whether these risks could plausibly affect the liquidity in the going concern period by
assessing the directors’ sensitivities over the level of available financial resources indicated by the
Group’s financial forecasts taking account of severe, but plausible, adverse effects that could arise
from these risks individually and collectively.
Our procedures included:
Key dependency assessment:
Evaluate how management’s risk assessment process identifies
business risks relating to events and conditions that may cast significant doubt on the ability to
continue as a going concern
Funding assessment:
We assessed the financing arrangements currently in place and the actions
taken by Group to maintain liquidity and the headroom throughout the going concern assessment
period. We challenged the terms of the funding arrangement in place and confirmed the intentions
of the counterparty directly
Evaluating directors’ intent:
We assessed the achievability of the actions the directors consider
they would take to improve the position should the risks as disclosed in Section 2.6 of the significant
accounting policies in the financial statements materialise, taking into account the extent to which
the directors can control the timing and outcome of these
Key Dependency Assessment:
We critically assessed the key assumptions used in the Group’s
financial forecasts including the source of market‐based assumptions to assess events and
conditions that may cast significant doubt on ability to continue as a going concern by comparison
to internal and external sources of data. We evaluated whether management’s downside scenarios
were severe but plausible downside scenarios and were acceptable, considering our knowledge of
the Group, the Group’s strategic plans and our sector experience
Sensitivity Analysis:
considering sensitivities over the level of available financial resources indicated
by the Group’s financial forecasts taking into account the plausible (but not unrealistic) adverse
effects that could arise from these risks individually and collectively. We assessed whether the
sensitivities considered reflected plausible impacts of uncertainty in the UK economy and the impact
this might have on the broader EV industry. We sensitised the liquidity position based on the
plausible downside scenario and an analysis of inter‐month and inter‐ week movements in liquidity
Assessing Transparency:
Considering whether the going concern disclosure in note 2 to the
financial statements gives a full and accurate description of the directors’ assessment of going
concern, including the identified risks, dependencies, and related sensitivities
Our Results:
We found the going concern disclosure in note 2 without any material uncertainty to be acceptable.
Governance
Financials
141
Pod Point
Annual Report and Accounts 2023
Strategic Report
Recoverability of the Parent Company investment in subsidiary
(£128.4 million; 2022: £124.3 million)
Impairment charge: £nil; 2022: £nil
Refer to page 112 (Audit Committee Report), page 184 (accounting policy) and page 187 (financial
disclosures).
Forecast‐based assessment
The investments in subsidiaries are significant to the Parent Company’s assets. There is a risk of
recoverability associated with the revised trading outlook, which is largely driven by the performance
of Pod Point Limited, the operating company of the Group, following its 2023 trading performance,
strategic review completed in November 2023 and recent trends in the EV market.
There was an impairment to Goodwill and Intangible assets in the Group financial statements in the
period which indicates a risk to the carrying value of the Parent Company investment. The carrying
value of the investment exceeds the market capitalisation. This is also a significant indicator of
impairment
The recoverable amount of the Parent Company Investment is partly driven by cash flows from
CGUs with no allocated goodwill, which are included in the recoverable amount of the Investment
but not in the Consolidated impairment assessment. These CGUs are Owned Assets, Grid and
international
There is therefore increased judgement from the directors in forming this assessment as Grid and
International which are nascent CGUs set up following the Group’s new strategy announced in
November 2023
An inappropriate amount could be determined for the recoverable amount (value‐in‐use) of the
CGUs due to the assumptions used, including future cash flow estimates related to the growth of
the EV charging market, the Group’s recent strategic review announced in November 2023 and
assumptions in determining the discount rate and terminal value
The impairment testing disclosures may be incomplete, inaccurate or not a fair presentation and as
a result users may not have an accurate picture of the situation
The effect of these matters is that, as part of our risk assessment, we determine that the future cash
flows of the subsidiary companies has a high degree of estimation uncertainty with a potential range
of reasonable outcomes greater than our materiality for the financial statements as a whole, and
possibly many times that amount. The financial statements (note 2) disclose the sensitivity estimated
by the Group
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
Our procedures included:
Our sector experience:
We identified trends, events and conditions that may impact the entity’s
forecasted cash flows and used our knowledge of the business to assess the adequacy of those cash
flows by reference to our sector insights to challenge the Group’s forecast
Evaluating directors’ plans:
We inspected the Group’s strategic plans including the work performed
by management’s external experts. We assessed the competency of management’s external
experts to evaluate the growth potential of the Group’s key markets, including expected revenues
and margins. We particularly focussed on the assumptions applied in Grid and International CGUs
as this drive the recoverable amount. This includes, inter alia, the ability of the Group to scale its grid
revenues and expand into international markets, leveraging partnerships. We challenged the Group’s
forecast assumptions for cash flow projections, including the rate of growth. We have tested the
assumptions applied by the Directors in the forecast cash flows against those plans, and the forecast
approved by the Board
Benchmarking assumptions:
With the assistance of KPMG valuation specialists, we assessed the
reasonableness of the discount rate. For other key assumptions such as forecast revenue, growth
rate, terminal value we have benchmarked assumptions with reference to internally and externally
derived sources to confirm management’s assumptions are acceptable
Sensitivity Analysis:
We performed breakeven and sensitivity analysis for key assumptions,
including revenue growth and discount rate assumptions. We considered downside scenarios on the
forecast performance of Grid and international to assess the reliability of management’s forecasts
and the impact that would have on an impairment of the investment balance
Model Design and Application:
We assessed if the Value in‐use model design is compliant with
IAS 36 requirements by obtaining the discounted value in use cash flow model and assessed the
methodology, principles and integrity of the model
Assessing Application:
We assessed and challenged the difference between the market
capitalisation and value in use prepared by the Group and whether the assumptions applied in the
impairment test were acceptable
Comparisons:
We considered whether there is consistency between the forecast cash flows used for
the Value in‐use model, going concern assessment as well as the viability statement to assess the
reasonableness of forecast cash flows
Assessing Transparency:
We assessed the appropriateness of the Group’s disclosures in respect of
impairment testing of the Parent Company investment and whether disclosures about the sensitivity
of the outcome of the impairment assessment to changes in key assumptions reflected the
estimation risks inherent in the recoverability of the Parent Company investment
We performed the detailed tests above rather than seeking to rely on any of the group’s controls
because our knowledge of the design of these controls indicated that we would not be able to obtain
the required evidence to support reliance on controls.
Our results
We found the investment balance to be acceptable.
Governance
Financials
142
Pod Point
Annual Report and Accounts 2023
Strategic Report
3. Our application of materiality and an overview of the scope of our audit
As the Group has reported a loss before tax, materiality for the Group financial statements as a
whole was set at £600,000, determined with reference to a benchmark of Group Revenue of which
it represents 0.9%.
Materiality for the parent Company financial statements as a whole was set at £400,000, determined
with reference to a benchmark of Company total assets, of which it represents 0.17%.
In line with our audit methodology, our procedures on individual account balances and disclosures
were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level
the risk that individually immaterial misstatements in individual account balances add up to a material
amount across the financial statements as a whole.
Performance materiality was set at 65% of materiality for the financial statements as a whole, which
equates to £390,000 for the Group and £260,000 for the parent Company. We applied this percentage
in our determination of performance materiality because we identified factors indicating an elevated
level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements
exceeding £30,000, in addition to other identified misstatements that warranted reporting on
qualitative grounds.
Of the Group’s 6 reporting components, we subjected 3 to full scope audits for group purposes. For
the residual 3 components, we performed analysis at an aggregated group level to re-examine our
assessment that there were no significant risks of material misstatement within these. The components
within the scope of our work accounted for 100% of Group revenue, 99% of the total profits and losses
that made up group loss before tax and 99.9% of total assets. All Group work performed over full scope
components, including the audit of the parent company, was performed by the Group engagement
team.
The Group engagement team applied component materialities to full scope components, which
ranged from £175k to £520k, having regard to the mix of size and risk profile of the Group across
the components.
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
4. Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend
to liquidate the Group or the Company or to cease their operations, and as they have concluded that
the Group’s and the Company’s financial position means that this is realistic. They have also concluded
that there are no material uncertainties that could have cast significant doubt over their ability to
continue as a going concern for at least a year from the date of approval of the financial statements
(“the going concern period”).
An explanation of how we evaluated management’s assessment of going concern is set out in the
related key audit matter in section 2 of this report.
Our conclusions based on this work:
we consider that the directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate
we have not identified, and concur with the directors’ assessment that there is not, a material
uncertainty related to events or conditions that, individually or collectively, may cast significant
doubt on the Group’s or Company’s ability to continue as a going concern for the going concern
period
we have nothing material to add or draw attention to in relation to the directors’ statement in Note
2.6 to the financial statements on the use of the going concern basis of accounting with no material
uncertainties that may cast significant doubt over the Group and Company’s use of that basis for the
going concern period, and we found the going concern disclosure in note 2.6 to be acceptable
the related statement under the Listing Rules set out on page 31 is materially consistent with the
financial statements and our audit knowledge
However, as we cannot predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable at the time they were made,
the above conclusions are not a guarantee that the Group or the Company will continue in operation.
Governance
Financials
143
Pod Point
Annual Report and Accounts 2023
Strategic Report
5. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions
that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud.
Our risk assessment procedures included:
Enquiring of directors, the Audit Committee, internal auditors and several operational team members,
and inspection of policy documentation as to the Group’s high-level policies and procedures to
prevent and detect fraud Group’s channel for “whistleblowing”, as well as whether they have
knowledge of any actual, suspected or alleged fraud
Reading Board, Audit Committee, Nomination Committee and Remuneration Committee minutes
Considering remuneration incentive schemes and performance targets for management, directors
and sales staff
Using analytical procedures to identify any unusual or unexpected relationships
We communicated identified fraud risks throughout the audit team and remained alert to any
indications of fraud throughout the audit.
As required by auditing standards and taking into account possible pressures to meet profit targets,
recent revisions to guidance and our overall knowledge of the control environment, we perform
procedures to address the risk of management override of controls, in particular the risk that Group
management may be in a position to make inappropriate accounting entries and the risk of bias in
accounting estimates and judgements such as capitalised development costs. On this audit we do not
believe there is a fraud risk related to revenue recognition because the Home and supply only revenues
relate to high volume, low value transactions. The amount of revenue recognised for Managed Install
revenues was not highly sensitive to the estimates used for measuring costs.
We also identified a fraud risk related to inappropriate capitalisation of development costs in response
to possible pressures to meet profit targets.
Further detail in respect of inappropriate capitalisation of development costs is set out in the key audit
matter disclosures in section 2 of this report.
We performed procedures including:
Identifying journal entries and other adjustments to test for all components based on risk criteria
and comparing the identified entries to supporting documentation. These included those posted to
unusual accounts, unusual account combinations as well as journals with specific key words in the
description
Assessing whether the judgements made in making accounting estimates are indicative of a
potential bias
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
Identifying and responding to risks of material misstatement related to compliance with laws and
regulations
We identified areas of laws and regulations that could reasonably be expected to have a material
effect on the financial statements from our general commercial and sector experience, through
discussion with the directors and others in management (as required by auditing standards), and from
inspection of the Group’s regulatory and legal correspondence and discussed with the directors and
other management the policies and procedures regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control
environment including the entity’s procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any
indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements
including financial reporting legislation (including related companies legislation), distributable profits
legislation, and taxation legislation and we assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of
non-compliance could have a material effect on amounts or disclosures in the financial statements,
for instance through the imposition of fines or litigation. We identified the following areas as those
most likely to have such an effect: health and safety, data protection laws, employment law, and
consumer protection laws. recognising the financial and regulated nature of the Group’s activities.
Auditing standards limit the required audit procedures to identify non-compliance with these laws
and regulations to enquiry of the directors and other management and inspection of regulatory and
legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements, even though we have properly
planned and performed our audit in accordance with auditing standards. For example, the further
removed non-compliance with laws and regulations is from the events and transactions reflected in
the financial statements, the less likely the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
Our audit procedures are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws
and regulations.
Governance
Financials
144
Pod Point
Annual Report and Accounts 2023
Strategic Report
6. We have nothing to report on the other information in the
Annual Report
The directors are responsible for the other information presented in the Annual Report together with
the financial statements. Our opinion on the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our
financial statements audit work, the information therein is materially misstated or inconsistent with the
financial statements or our audit knowledge. Based solely on that work we have not identified material
misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
we have not identified material misstatements in the strategic report and the directors’ report
in our opinion the information given in those reports for the financial year is consistent with the
financial statements
in our opinion those reports have been prepared in accordance with the Companies Act 2006
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between
the directors’ disclosures in respect of emerging and principal risks and the viability statement, and the
financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
the directors’ confirmation within the viability statement page 90 that they have carried out a robust
assessment of the emerging and principal risks facing the Group, including those that would threaten
its business model, future performance, solvency and liquidity
the Risk Management disclosures describing these risks and how emerging risks are identified, and
explaining how they are being managed and mitigated
the directors’ explanation in the viability statement of how they have assessed the prospects of the
Group, over what period they have done so and why they considered that period to be appropriate,
and their statement as to whether they have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions
We are also required to review the viability statement, set out on page 90 under the Listing Rules.
Based on the above procedures, we have concluded that the above disclosures are materially
consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during
our financial statements audit. As we cannot predict all future events or conditions and as subsequent
events may result in outcomes that are inconsistent with judgements that were reasonable at the time
they were made, the absence of anything to report on these statements is not a guarantee as to the
Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between
the directors’ corporate governance disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with
the financial statements and our audit knowledge:
the directors’ statement that they consider that the annual report and financial statements taken as
a whole is fair, balanced and understandable, and provides the information necessary for
shareholders to assess the Group’s position and performance, business model and strategy
the section of the annual report describing the work of the Audit Committee, including the significant
issues that the audit committee considered in relation to the financial statements, and how these
issues were addressed
the section of the annual report that describes the review of the effectiveness of the Group’s risk
management and internal control systems
We are required to review the part of the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules for
our review. We have nothing to report in this respect.
7. We have nothing to report on the other matters on which we are
required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
adequate accounting records have not been kept by the parent Company, or returns adequate for
our audit have not been received from branches not visited by us
the parent Company financial statements and the part of the Directors’ Remuneration Report to be
audited are not in agreement with the accounting records and returns
certain disclosures of directors’ remuneration specified by law are not made
we have not received all the information and explanations we require for our audit
We have nothing to report in these respects.
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
Governance
Financials
145
Pod Point
Annual Report and Accounts 2023
Strategic Report
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
9. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Mark Wrigglesworth (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
17 April 2024
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 135, the directors are responsible for: the
preparation of the financial statements including being satisfied that they give a true and fair view;
such internal control as they determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error; assessing the Group and
parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern; and using the going concern basis of accounting unless they either intend to liquidate
the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue our opinion in an
auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/
auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared
under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides
no assurance over whether the annual financial report has been prepared in accordance with those
requirements.
Strategic Report
Governance
Financials
Consolidated income statement
Notes
Year
ended
31st December
2023
£’000
Year
ended
31st December
2022
£’000
Revenue
6
63,756
71,409
Cost of sales
(44,516)
(54,820)
Gross profit
19,240
16,589
Other income
5
1,000
1,461
Administrative expenses excluding impairment charges
(51,439)
(37,461)
Operating loss before impairment of intangible assets
(31,199)
(19,411)
Impairment charges relating to intangible assets
11
(53,154)
(604)
Operating loss
5
(84,353)
(20,015)
Finance income
9
1,586
457
Finance costs
9
(418)
(366)
Income tax expense
10
(229)
(287)
Loss before tax
(83,185)
(19,924)
Loss after tax
(83,414)
(20,211)
Basic and diluted loss per ordinary share
24
£(0.54)
£(0.13)
Pod Point
Annual Report and Accounts 2023
146
All amounts relate to continuing activities.
All realised gains and losses are recognised in the consolidated income statement and there is no other
comprehensive income. Therefore, no separate statement of other comprehensive income is presented.
The notes on pages 150 to 181 form part of the consolidated financial statements.
Strategic Report
Governance
Financials
Consolidated statement of financial position
Notes
As at
31st December
2023
£’000
As at
31st December
2022 restated
1
£’000
As at
31st December
2021 restated
1
£’000
Non-current assets
Goodwill
11
34,365
77,639
77,639
Intangible assets
11
26,735
33,236
29,421
Property, plant and equipment
12
4,957
5,498
4,277
Right-of-use assets
13
2,379
2,914
1,400
68,436
119,287
112,737
Current assets
Inventories
14
4,524
5,640
5,749
Trade and other receivables
15
16,809
16,654
20,440
Contract assets – accrued income
15
6,730
6,227
5,164
Short-term investments
50,000
Cash and cash equivalents
16
48,743
74,103
46,112
76,806
102,624
127,465
Total assets
145,242
221,911
240,202
Current liabilities
Trade and other payables
17
(22,835)
(19,955)
(24,578)
Contract liabilities – deferred income
17
(13,398)
(10,833)
(10,765)
Loan and borrowings
18
(1,272)
(2,842)
(707)
Lease liabilities
19
(1,095)
(1,634)
(896)
Provisions
20
(530)
(265)
(160)
(39,130)
(35,529)
(37,106)
Net current assets
37,676
67,095
90,359
Total assets less current liabilities
106,112
186,382
203,096
Pod Point
Annual Report and Accounts 2023
147
Notes
As at
31st December
2023
£’000
As at
31st December
2022 restated
1
£’000
As at
31st December
2021 restated
1
£’000
Non-current liabilities
Loan and borrowings
18
(2,140)
(481)
(2,326)
Lease liabilities
19
(1,406)
(1,515)
(763)
Provisions
20
(219)
(301)
(244)
(3,765)
(2,297)
(3,333)
Total liabilities
(42,895)
(37,826)
(40,439)
Net assets
102,347
184,085
199,763
Equity
Share capital
21
154
154
154
Share premium
139,887
139,887
139,899
Other reserves
8,327
6,651
2,264
ESOP reserve
(1,318)
(1,318)
(1,318)
Retained earnings
(44,703)
38,711
58,764
102,347
184,085
199,763
1
Restated – see note 27
The notes on pages 150 to 181 form part of the consolidated financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on
17th April 2024. They were signed on its behalf by:
Andy Palmer
Chief Executive Officer
David Wolffe
Chief Financial Officer
Strategic Report
Governance
Financials
Consolidated statement of changes in equity
As at 31st December 2023:
Share
capital
£’000
Share
premium
1
£’000
Other
reserves
£’000
ESOP
reserve
£’000
Retained
earnings
1
£’000
Total
equity
£’000
Balance as at
1st January 2023 as restated
154
139,887
6,651
(1,318)
38,711
184,085
Loss after tax and total
comprehensive income for the year
(83,414)
(83,414)
Equity – settled share-based
payments
1,676
1,676
Balance as at
31st December 2023
154
139,887
8,327
(1,318)
(44,703)
102,347
1
Restated – see note 27
Pod Point
Annual Report and Accounts 2023
148
As at 31st December 2022:
Share
capital
£’000
Share
premium
1
£’000
Other
reserves
£’000
ESOP
reserve
£’000
Retained
earnings
1
£’000
Total
equity
£’000
Balance at 1st January 2022 as
previously reported
154
140,057
2,264
(1,318)
58,678
199,835
Restatements
(158)
86
(72)
Balance as at
1st January 2022 as restated
154
139,899
2,264
(1,318)
58,764
199,763
Loss after tax and total
comprehensive income for the year
(20,211)
(20,211)
Issue of shares during
the year as restated
(158)
158
Equity-settled share-based
payments
4,545
4,545
Share issuance costs
(12)
(12)
Balance as at
31st December 2022 as restated
154
139,887
6,651
(1,318)
38,711
184,085
1
Restated – see note 27
Strategic Report
Governance
Financials
Consolidated statement of cash flow
Notes
Year
ended
31st December
2023
£’000
Year
ended
31st December
2022 restated
1
£’000
Loss for the year
(83,414)
(20,211)
Adjustment for non-cash items:
Amortisation of intangible assets
11
8,138
5,484
Impairment of customer relationships intangibles
11
9,880
Impairment of goodwill
11
43,274
Impairment of internally generated intangible assets
11
604
Depreciation of tangible assets
12
1,338
1,123
Depreciation of right-of-use assets
13
1,378
1,136
Loss on disposal of tangible assets
4
Share-based payment charges
23
1,676
4,545
Tax paid/(received)
10
229
287
Interest received
(1,586)
(457)
Interest paid
418
366
Tax (paid)/received
(229)
(287)
Operating cash outflow before changes in working
capital
(18,898)
(7,406)
Changes in working capital
Movement in inventories
1,116
109
Movement in trade and other receivables
(155)
3,786
Movement in contract assets – accrued income
(503)
(1,063)
Movement in trade and other payables
2,866
(4,623)
Movement in contract liabilities – deferred income
2,565
68
Movement in provisions
183
162
Pod Point
Annual Report and Accounts 2023
149
Notes
Year
ended
31st December
2023
£’000
Year
ended
31st December
2022 restated
1
£’000
Net cash flow used in operating activities
(12,826)
(8,967)
Cash flows from investing activities
Purchase of tangible assets
12
(797)
(2,348)
Development expenditure capitalised
11
(11,518)
(9,902)
Redemption of short-term investments
50,000
Interest received
1,586
458
Net cash flow (used in)/generated from investing
activities
(10,729)
38,208
Cash flows from financing activities
Proceeds from new borrowings
18
1,466
1,243
Loan repayment of principal
18
(1,401)
(990)
Loan repayment of interest
18
(166)
(158)
Payment of principal of lease liabilities
19
(1,481)
(1,129)
Payment of lease interest
19
(223)
(216)
Net cash flows used in financing activities
(1,805)
(1,250)
Net (decrease)/increase in cash and cash equivalents
(25,360)
27,991
Cash and cash equivalents at beginning of the year
74,103
46,112
Closing cash and cash equivalents
48,743
74,103
1
Restated – see note 27
The notes on pages 150 to 181 form part of the consolidated financial statements.
Strategic Report
Governance
Financials
150
Notes to the financial statements
Pod Point
Annual Report and Accounts 2023
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 and registered in England. Its registration
number is 12431376. The registered address is 222 Grays Inn Road, London WC1X 8HB.
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 is traded on the Main Market of the London
Stock Exchange.
2. Summary of significant accounting policies
2.1 Basis of preparation
The Group financial statements have been prepared and approved by the Directors in accordance
with UK-adopted international accounting standards (“UK-adopted IFRS”) and in conformity with the
requirements of the Companies Act 2006.
The accounting policies set out in the sections below have, unless otherwise stated, been applied
consistently to all periods presented within the financial information and have been applied consistently
by all subsidiaries.
2.2 Statement of compliance
The consolidated financial statements have been prepared in accordance with the significant
accounting policies described in this note 2.
2.3 Basis of measurement
The consolidated financial statements are prepared on the historical cost convention as modified
by financial instruments recognised at fair value.
2.4 New standards and interpretations not yet adopted
Future standards
There are new IFRS standards, interpretations and amendments that are effective for periods
beginning on or after 1st January 2024 as follows:
Effective 1st January 2024
i) Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
ii)
Amendments to IAS 1 Presentation of Financial Statements (Non-current Liabilities with Covenants,
Classification of Liabilities as Current or Non-Current)
iii) Amendments to IFRS 16 (Lease Liability in a Sale and Leaseback)
The Group does not believe that any of the above items nor any other new standards or amendments
not yet effective will have a material impact on the consolidated financial statements or on other
financial statements in future periods. The Directors expect to apply these standards from their
effective dates.
2.5 Functional and presentation currency
The Company’s functional and presentational currency is GBP because that is the currency of the
primary economic environment in which the Company operates. The presentation currency of the
Group is GBP. Foreign operations are included in accordance with the policies set out below.
2.6 Going concern
In adopting a going concern basis for the preparation of the financial statements, the Directors have
made appropriate enquiries and have considered the Group’s business activities, cash flows and
liquidity position as set out on pages 17 to 21 and in note 22 to the financial statements, and the Group’s
principal risks and uncertainties as set out on pages 81 to 89, in particular economic and competitive
risks.
The Directors have taken into account reasonably possible future economic factors in preparing and
reviewing trading and cash flow forecasts covering the period to 30th April 2025 (the assessment
period), being over 12 months from the date of approval of these financial statements. This assessment
has recognised the significant loss and cash outflow in FY2023, and the actions management has taken
and has planned in FY2024 to implement the Group’s change in strategy as set out on pages 22 to 25.
The Group is expected to continue to experience negative cash flows in 2024 and 2025, before
generating positive cashflows on a monthly basis during the course of 2026. The Directors are of the
view that the plans in place are realistic and achievable.
This assessment has taken into consideration sensitivity analysis as set out below and the steps which
could be taken to further mitigate costs if required. Mitigations which are available and entirely within
the control of the Group include a reduction in investment in brand marketing expenditure, delays in
investment in new technology not expected to be in use during the assessment period, and reductions
in expenditure on the Group’s support functions to match any reductions in demand levels.
Since the Group’s commitments to carbon emission reductions do not have a significant cost implication
(as explained on page 57 of the Strategic Report), the impact of climate change has not had a significant
effect on the forecasts considered.
In satisfying themselves that the going concern basis is appropriate, the Directors have considered the
following key sensitivities to the base case forecast listed below. In assessing the impact of a reasonably
possible downside scenario, the Directors have modelled the combined impact of those sensitivities
set out below.
2. Summary of significant accounting policies
continued
Strategic Report
Governance
Financials
151
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
The Directors consider a scenario where these sensitivities occur in combination is unlikely, but not
remote. A scenario where some of these sensitivities occur, but not others, would therefore be upsides
against the scenario considered.
i)
A sensitivity related to economic risk factors, reflecting a general reduction in economic confidence or
reduction in willingness of individual and corporate customers to incur discretionary cost, or reduction
in expected rates of adoption of EVs. This sensitivity results in a fall in forecast revenues of 5% resulting
from a decrease in UK installations resulting from lower than expected market demand for EVs.
ii)
A reduction of 1% in revenue during the assessment period due to a reduction in the Group’s ability
to apply inflationary price increases.
iii)
In addition to sensitivity (i), a further fall in forecast revenues of 5% resulting from a decrease in
UK installations resulting from lower than expected market share performance by the Group, due to
realisation of risks arising from competitive pressures or to the Group’s own execution performance.
iv)
An increase in forecast cash outflow of 4% resulting from a three-month delay in realising cost
savings anticipated under Group’s change in strategy.
v)
A sensitivity to supply chain risk, with an increase of 1% in total cost of sales due to supplier cost
increases which cannot be passed on to customers.
A sensitivity reflecting an increase in forecast cashflow outflow during the assessment period due to
a six-month delay in scaling the Energy Flex business and the International business has considered
by the Directors but not been reflected in the assessment.
Despite the importance of the Energy Flex and International business to the medium and long-term
prospects of the Group, the Directors consider that this would not have a material impact on the cash
flows of the Group over the assessment period, as those revenue streams do not have a significant
contribution to the Group’s cash flows until later years, in line with the strategy.
Mitigating actions available to the Group have been considered as follows, resulting in a 25% overall
reduction in cash outflow, arising from actions to delay or reduce:
i)
discretionary marketing spend (2%);
ii) investment in new product technology (8%);
iii) investment in internal systems (5%);
iv) working capital management (3%); and
v) to reduce overhead costs (7%).
The severe but plausible downside scenario considered shows a limited, but still positive, amount
of available cash at the end of the assessment period. This date is also the lowest point within the
assessment period. However, the effect of mitigating actions leaves the Group with positive liquidity
throughout the assessment period. In the event of a further downside beyond the severe but plausible
scenario considered, the EDF facility is also available to provide £30 million of further liquidity headroom,
in addition to those mitigations identified by the Group.
Given the Group’s cash position at 31st December 2023 of £48.7 million, and mitigations available in a
downside scenario, the Group expects to maintain a position of sufficient liquidity throughout the forecast
period to at least 30th April 2025, such that the Group does not anticipate the need to take advantage of
the facility provided by EDF or to seek further sources of finance in the assessment period.
The level of liquidity available means that the Group has the flexibility to address any reasonably
possible change in costs, and the Group does not anticipate the need to take advantage of the facility
provided by EDF or to seek further sources of finance during the assessment period.
In light of the Group’s current liquidity and the results of the sensitivity testing conducted, the Directors
are satisfied that the Company, and the Group as a whole, has sufficient funds to continue to meet
its liabilities as they fall due for at least twelve months from the date of approval of the financial
statements and consequently have prepared the financial statements on a going concern basis.
2.7 Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. The financial information of subsidiaries are included in the
consolidated financial information from the date on which control commences until the date on which
control ceases.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions, are eliminated.
2.8 Revenue
Overview
Revenue is measured based on the consideration specified in a contract with a customer. The
Company recognises revenue when it transfers control over a good or service to a customer.
The Group has no specific obligations for returns, refund clauses nor any other similar obligations
specified in the contract with customers. However, standard product compliance warranty is provided
to customers, which is not considered a separate performance obligation.
Revenue is recognised at the total amount billed to a customer where it is earned from the sale of
goods or services as principal. Revenue is presented as the net amount retained by the Group where
it is earned as an agent through a commission or fee.
The following paragraphs provide information about the nature and timing of the satisfaction of
performance obligations in contracts with customers and the related revenue recognition policies per
business line. In general there are no variable consideration clauses, such as volume related discounts,
included in contracts with customers. However, direct discounts can be provided on a customer-by-
customer basis. Payment is due upfront for the majority of residential chargepoints sold, and with
30-day payment terms for most other commercial chargepoints sold. The amounts of refunds and
rebates in the current and preceding year are immaterial.
2. Summary of significant accounting policies
continued
Strategic Report
Governance
Financials
152
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Sale and installation of charging units in the Home market
The Group has concluded that the sale and installation of charging equipment to Home customers
represents two distinct performance obligations. As the transfer of control to the customer occurs
concurrently over a short time period (installation of unit typically occurs within one day), the revenue
is recognised at a point in time when the installation is completed.
Domestic customers may be entitled, if eligible, for an Office for Zero Emission Vehicles (“OZEV”)
government grant under the OZEV EV chargepoint grant (formerly the Electric Vehicle Homecharge
Scheme (“EVHS”). Under this scheme, the Group claims a portion of the fee it charges for the installed
unit from The Driver and Vehicle Licensing Agency (“DVLA”) on behalf of the customer.
As the OZEV grant is provided to the customer, it forms part of the total consideration due to the Group
for the products and services provided to the customer. Therefore, the Group’s revenue comprises both
the element of the installation fee received directly from the customer, and also the portion of the
installation fee claimed from the DVLA.
Warranties are provided with all Home units sold. The accounting policy for warranties is set out below.
Commercial installation projects
The Group offers a commercial installation service, whereby units are delivered to and installed at
a specific customer site as agreed on a case-by-case basis, as set out in the revenue recognition
policy above.
During the year ended 31st December 2023, management identified that the previous policy for
recognition of revenue arising from commercial installation contracts did not faithfully reflect the
transfer of control of goods and services to the customer. The Group concluded that the previous
policy did not fully align to the requirements of IFRS 15. The update to the accounting policy to comply
with IFRS 15 is set out below and the application of the updated policy has resulted in the correction of
previously misstated balances, as set out in note 27.
Previous accounting policy
Previously, costs associated with commercial installation contracts, being both the cost of units purchased
and installation costs, were presented in inventory as work-in-progress. This work-in-progress balance did
not reflect an asset controlled by the Group, since the installation projects take place on a customer site,
with transfer of control of the installed units to the customer over time as work is completed.
Previously, revenue was not recognised until invoice for the majority of projects. For a limited number
of larger projects, revenue was accrued based on customer agreement that key project milestones
had been reached.
Under the revised accounting policy, revenue is recognised at the point of delivery to customer site,
for units sold, and over time for installation services, as these services are provided. Where work takes
place ahead of invoicing, this leads to recognition of a contract asset in the form of accrued income.
Current accounting policy
The Group has re-assessed that these installation contracts include two separate performance
obligations that are distinct under IFRS 15, the first being the delivery to the customer of the
chargepoint units, and the second being the service of installation of those units.
In arriving at the assessment that sale of units and installation of units represents two separate
performance obligations, the Group has considered the fact that the Group sells units as a stand-alone
product, with the customer either installing themselves or separately contracting for installation with a
third party.
The transaction price is allocated to each performance obligation based on the stand-alone selling
prices. Where such stand-alone selling prices are not directly observable, these are estimated based
on expected cost-plus margin.
The Group has assessed that control of units passes to the customer upon delivery of units to the
customer site. Therefore, revenue associated with the units is recognised at a point in time, upon delivery.
The installation work performed by the Group under commercial installation contracts has no
alternative use. Under these contracts, the Group has an enforceable right to payment for work done,
including if a contract is cancelled part-way through by a customer.
The installation service is recognised as it is provided over time, with revenue accrued on an input basis
using the costs incurred to date as a ratio of total expected costs. This approach gives rise to a contract
asset in the form of accrued income, until the relevant amounts are invoiced.
Under this method, actual costs are compared with the total estimated costs to measure progress
towards complete satisfaction of the performance obligation. To measure the relevant proportion of
revenue to recognise, the Group is required to estimate the margin on contracts in progress at each
reporting date. This estimation is performed on a portfolio basis.
The effect of the change in policy on the results as previously stated is set out in note 27.
Maintenance revenue
Service-related revenue comprises additional service and/or maintenance sold to a customer by means
of a separate contract for periods up to 4 years. Revenues generated through services rendered are
recognised over time in the income statement as customers simultaneously receive and consume the
benefits as the Group performs the services.
2. Summary of significant accounting policies
continued
Strategic Report
Governance
Financials
153
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Warranties
A standard 36-month warranty is included with the sale of all chargepoints. As the chargepoint is not
available for sale without this warranty, it is considered an integral part of the supply of the unit, and is
not unbundled from the sale price. Instead, a provision for expected warranty costs is recognised within
cost of sales.
During the year ended 31st December 2023, certain Home customers were offered the option to extend
the standard warranty to 60 months at no charge. The fair value of the extended period has been
carved out of the price paid by these customers and deferred until the period covered by the extension.
The fair value of the carve-out has been determined based on the previous stand-alone selling price of
extended warranties.
An extended warranty is offered for purchase in addition to standard warranty included with the sale
of a chargepoint. Extended warranty revenue is deferred at the point of sale and is then recognised
on a straight-line basis over the lifetime of the extended warranty period.
Amounts billed in advance to customers are presented as contract liabilities in the form of
deferred income.
Sale of accessories & supply only goods
Sale of accessory goods are recognised at a point in time, when the item is delivered to the customer
and the transfer of control occurs.
Supply-only sales represent a sale of a chargepoint at wholesale, without the combined installation
of the chargepoint. These sales are also recognised at a point in time, once transfer of control occurs,
at the time the chargepoint is delivered to the customer.
Pod Point acts as principal in sale to the wholesaler, and is not then a party to the transactions
whereby units are sold on to customers by the wholesaler (except to honour the warranty provided
with these units).
Smart Reporting
Smart Reporting is a distinct service provided to customers, which provides the customer with access
to the transactional data collected by the chargepoint by the Group’s software system.
Smart reporting is billed up front in full, covering service for up to three years. The transaction price
is set out within commercial contracts with customers, and revenue is deferred upon billing, and then
recognised on a straight line basis over the period covered by Smart Reporting.
Revenue share agreements
The Group operates revenue share agreements in respect of public charging networks relating to both
assets owned by the Group, and assets owned by Commercial customers.
In both of these cases, the Group collects the payment from the end user for the usage of the
chargepoint through the Pod Point App. The amount paid by the end user is accounted for as set
out below.
Owned assets
Where the Group operates revenue share agreements in respect of chargepoints owned by the Group,
it acts as principal in collecting revenue and recognises the gross amounts paid by chargepoints
customers as principal.
Assets not owned by the Group
Where the Group operates revenue share agreements in respect of chargepoints owned by customer
of the Group, it acts as an agent in collecting revenue and recognises the net fee due to the Group at a
point in time as the chargepoint is used.
Owned asset media screens
Revenue is generated through the provision of media screens for display on the chargepoint installed
at a customer’s site. The chargepoints are owned and managed by the Group, and a monthly fee is
collected on any chargers of which the media screens are in working use.
The transaction price is the monthly fee as stated in the contract with the customer and revenue is
recognised over time, over the period in which the media screens are in place and working.
Contract assets – accrued income
Accrued income represents revenue recognised to date less amounts invoiced to customers. Accrued
income primarily arises from managed installation contracts.
Contract liabilities – deferred income
Where sales of goods and services are billed upfront, the income is deferred and released at the point
at which revenue is to be recognised and the performance obligation is satisfied. Deferred income
primarily arises from extended warranty sales, Smart Reporting and customer top-ups.
2.9 Leases
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The
Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease
arrangements in which it is the lessee, with the exception of short-term leases of less than 12 months and
leases of low-value assets. For these leases, the Group recognises the lease payments as an operating
expense on a straight-line basis over the life of the lease as permitted by paragraph 6 of IFRS 16.
The leased assets recognised by the Group comprises a lease of office space, and several leases
of installer vans and vehicles used by staff.
The lease liability is initially measured at the present value of the lease payments that are not paid at
the commencement date, discounted by the Group’s incremental borrowing rate, since the rates implicit
in leases cannot be determined.
2. Summary of significant accounting policies
continued
Strategic Report
Governance
Financials
154
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Lease payments included in the measurement of the lease liability comprise fixed lease payments
(including in-substance fixed payments), less any lease incentives receivable.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on
the lease liability (using the effective interest method) and by reducing the carrying amount to reflect
the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement day, less any lease incentives received and any
initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-
use asset.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead
account for any lease and associated non-lease components as a single arrangement. The Group has
elected to use this practical expedient. Any modifications made to the terms of a lease are reflected
in the month that these are agreed with the lessor. The adjustments are reflected in the balance sheet
value of both the lease liability and the corresponding right-of-use asset.
Other costs associated with leases, such as maintenance and insurance, are expensed as incurred.
Cash flows relating to repayment of lease liabilities are presented within financing cash flows.
2.10 Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group
companies at exchange rates applicable on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated to the functional
currency at exchange rate at the reporting date. Non-monetary assets and liabilities that are measured
at fair value in a foreign currency are translated to the functional currency at the exchange rate when the
fair value was determined. Foreign currency differences arising on translation are generally recognised
in the consolidated income statement. Non-monetary items that are measured based on historical cost
in foreign currency are not re-translated.
For the purpose of presenting the consolidated financial statements, the assets and liabilities of entities
with a functional currency other than sterling are expressed in sterling using exchange rates prevailing
at the reporting period date. Income and expense items and cash flows are translated at the average
exchange rates for each month and exchange differences arising are recognised directly in other
comprehensive income.
2.11 Non-IFRS information
The Group makes use of certain financial measures that are not defined or recognised under IFRS,
including adjusted EBITDA. The definition of and rationale for these measures is set out in note 5.
Costs related to major financing and other corporate projects and restructuring costs which are
material by amount are excluded from adjusted EBITDA.
See note 8 for a summary of large corporate transaction and restructuring costs incurred during the
periods disclosed.
2.12 Taxation
Current and deferred tax is recognised in the consolidated income statement except where it relates to
items recognised in other comprehensive income or directly in equity, in which case it is recognised in
other comprehensive income or equity, respectively.
(i) Current tax
Current tax, including UK corporation tax, is calculated for each entity by applying the relevant
statutory tax rates to taxable profits for the year, which is calculated in accordance with the tax laws
of the country in which each entity is tax resident. Tax rates applied are those which are enacted, or
substantially enacted at each balance sheet date. Taxable profit differs from net profit as reported in
the consolidated income statement because it excludes items of income or expense that are taxable
or deductible in other accounting periods and it further excludes items of income or expenses that are
never taxable or deductible.
Repayable tax credits relating to research and development expenditure arising under the HMRC R&D
regime are recognised within current tax.
(ii) Deferred tax
Deferred tax is calculated using the balance sheet method, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting and taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences
when they reverse, based on the laws that have been enacted or substantively enacted at each
balance sheet date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to
do so and they relate to income taxes levied by the same tax authority on the same taxable entity, or
on different tax entities, but where they intend to settle current tax liabilities and assets on a net basis or
their tax assets and liabilities will be realised simultaneously. At 31st December 2022 and 31st December
2021, deferred tax assets and liabilities were presented gross on the balance sheet, and the prior
periods has been restated in this regard as set out in note 27.
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent
it is probable that future taxable profits will be available against which the temporary differences,
including tax losses, can be utilised. The carrying amount of deferred tax assets is reviewed at each
balance sheet date by reassessing whether sufficient future taxable profits will be generated in
future periods such that these deferred tax assets continue to be recoverable. The Group considers
all available evidence in evaluating whether or not it is probable that sufficient taxable profits will be
generated in future periods.
2. Summary of significant accounting policies
continued
Strategic Report
Governance
Financials
155
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense
in profit or loss, except where they relate to items that are recognised in other comprehensive income
or directly in equity, in which case the related deferred tax is also recognised in other comprehensive
income or equity, respectively.
2.13 Intangible assets & goodwill
Business combinations and goodwill
Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration
transferred in a business combination is measured at fair value, which is calculated as the sum of the
acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the
former owners of the acquiree and the equity interest issued by the Group in exchange for control of
the acquiree. Acquisition-related costs are recognised in the income statement as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at
their fair value, except that:
deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements
are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits
respectively
liabilities or equity instruments related to share-based payment arrangements of the acquiree or
share-based payment arrangements of the Group entered into to replace share-based payment
arrangements of the acquiree are measured in accordance with IFRS 2 Share-Based Payments at
the acquisition date (see below)
assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-Current
Assets Held for Sale and Discontinued Operations are measured in accordance with that standard
If the initial accounting for a business combination is incomplete by the end of the reporting period
in which the combination occurs, the Group reports provisional amounts for the items for which the
accounting is incomplete. Those provisional amounts are adjusted during the measurement period
(see above), or additional assets or liabilities are recognised, to reflect new information obtained about
facts and circumstances that existed as of the acquisition date that, if known, would have affected the
amounts recognised as of that date.
Goodwill is measured as the excess fair value of the consideration transferred over the fair value of
the identifiable net assets acquired. If the total of the consideration transferred, and previously held
interest measured at fair value, is less than the fair value of the net assets of the subsidiary acquired,
the difference is recognised directly in profit or loss as a bargain purchase gain.
Impairment
Goodwill and other intangible assets with indefinite lives are not amortised but tested for impairment
annually, or when there are any indications that carrying value is not recoverable. For impairment
testing purposes, goodwill is allocated to cash-generating units (“CGUs”). If a subsidiary undertaking
is subsequently sold, goodwill arising on acquisition is taken into account in determining the profit or
loss on sale.
Intangible assets which are amortised over their useful lives are tested for impairment when an
indicator of potential impairment is identified.
Intangible assets are initially recognised at cost. After recognition, intangible assets are measured at
cost less any accumulated amortisation and any accumulated impairment losses. Amortisation and
impairment on intangible assets are recognised in the income statement.
An intangible asset is de-recognised upon disposal (i.e., at the date the recipient obtains control) or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon
de-recognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the income statement.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately from goodwill are
initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at
cost, if appropriate, less accumulated amortisation and accumulated impairment losses, on the same
basis as intangible assets that are acquired separately.
Internally generated intangible assets
Expenditure on research activities are recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of
an internal project) is recognised if, and only if, all of the following conditions have been demonstrated:
the technical feasibility of completing the intangible asset so that it will be available for use or sale
the intention to complete the intangible asset and use or sell it
the ability to use or sell the intangible asset
the intangible asset will generate probable future economic benefits
the availability of adequate technical, financial and other resources to complete the development
and to use or sell the intangible asset
the ability to measure reliably the expenditure attributable to the intangible asset during
its development
2. Summary of significant accounting policies
continued
Strategic Report
Governance
Financials
156
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Directly attributable costs that are capitalised as part of the product include the development
employee costs and an appropriate portion of relevant overheads. Other development expenditures
that do not meet these criteria are recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset in a subsequent period.
Expenditure on research activities is recognised as expense in the period in which it is incurred.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure
incurred from the date when the intangible asset first meets the recognition criteria listed above. Where
no internally generated intangible asset can be recognised, development expenditure is recognised in
profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less
accumulated amortisation and any impairment losses, on the same basis as intangible assets that
are acquired separately.
All intangible assets other than goodwill are considered to have a finite useful life.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives
of intangible assets. The estimated useful lives are as follows:
   
Capitalised development cost – 3 years
Customer relationships – 15 years
Brand – 20 years
2.14 Property, plant and equipment
Property, plant and equipment are stated at cost, less any accumulated depreciation and accumulated
impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred
in their acquisition and installation.
When significant parts of plant and equipment are required to be replaced at intervals, the Group
depreciates them separately based on their specific useful lives. All other repair and maintenance
costs are recognised in the income statement as incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated
useful lives, using the straight-line method.
The estimated useful lives are as follows:
   
 
Over remaining
Short-term leasehold property
term of the lease
Plant and machinery
3 years
Fixtures and fittings
3 years
Computer equipment
3 years
Owned assets
7–10 years
An item of property, plant and equipment and any significant part initially recognised is de-recognised
upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying amount of the asset) is included in
the income statement when the asset is de-recognised.
2.15 Impairment of property, plant and equipment
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment
and definite life intangible assets to determine whether there is any indication that those assets have
suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is estimated to determine the extent
of the impairment loss (if any). Where the asset does not generate cash flows that are independent
from other assets, the Group estimates the recoverable amount of the CGU to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use.
2.16 Inventories
Inventory is initially valued based on the cost of purchase on a first in, first out basis.
At each balance sheet date, inventories are assessed for impairment. Inventories are assessed at the
lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.
If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and
sell. The impairment loss is recognised immediately in profit or loss.
2.17 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand together with other short-term, highly liquid deposits
which are not subject to significant risk of changes in value.
2. Summary of significant accounting policies
continued
Strategic Report
Governance
Financials
157
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
2.18 Financial instruments
Financial assets comprise trade and other receivables which are initially measured at fair value. They
are subsequently measured at amortised cost as it is held within a business model whose objective is to
collect contractual cash flows that are solely payments of principal and interest. De-recognition occurs
either when the contractual rights expire or if substantially all the risks and rewards associated with the
ownership of the asset are transferred.
The Group applies the IFRS 9 simplified approach to measuring credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade
receivables are grouped based on shared credit risk characteristics and the days past due.
At each reporting date, the Company measures the loss allowance for a financial instrument at an
amount equal to lifetime-expected credit losses if the credit risk on that financial instrument has
increased significantly since initial recognition. The expected credit losses are assessed considering
all reasonable and supportable information, including that which is forward-looking. If at the reporting
date the credit risk on a financial instrument has not increased significantly since initial recognition, an
entity shall measure the loss allowance for that financial instrument at an amount equal to 12-month
expected credit losses. The amount of credit losses (or reversal) is recognised in profit or loss, as an
impairment gain or loss at the reporting date.
Credit-impaired financial assets
A financial asset is credit impaired when one or more events that have a detrimental impact on the
estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is
credit impaired includes observable data about the following events:
(a) a breach of contract, such as a default or past due event; and
(b)
it is becoming probable that the borrower will enter bankruptcy or another type of
financial reorganisation.
Write off policy
Receivables are written off where there is no reasonable expectation of recovery and enforcement
activity has ceased. Any recoveries made are recognised in profit or loss.
Financial liabilities comprise bank loans, amounts owed to Group undertakings and trade payables.
They are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method. De-recognition occurs when the contractual obligations are extinguished,
cancelled or expired.
2.19 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources will be required to settle the obligation, and the
amount can be reliably estimated.
Provisions are not recognised for future operating losses. Where there are a number of similar
obligations, the likelihood that an outflow will be required in settlement is determined by considering
the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with
respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The discount rate used to
determine the present value is a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the liability. The increase in the provision due to the passage of time
is recognised as interest expense.
Warranties
Provisions for the expected cost of warranty obligations under local sale of goods legislation
are recognised at the date of sale of the relevant products, at the Directors’ best estimate of the
expenditure required to settle the Group’s obligation.
2.20 Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is
charged to the statement of comprehensive income over the vesting period. A credit is recognised
directly in equity.
The fair value of the options at grant date based on market conditions is measured using the
Black-Scholes or Monte Carlo model. The impact of non-market conditions is estimated at grant date
and re-estimated at each reporting date. The expense is allocated over the vesting period of each
tranche of options granted. The relevant deferred tax amount is calculated at each reporting date
over the vesting period equivalent to the expected tax deduction on future exercise and is recognised
if appropriate (see deferred tax accounting policy note).
The fair value of the award also takes into account non-vesting conditions. These are either factors
beyond the control of either party (such as a target based on an index) or factors which are within the
control of one or other of the parties (such as the Group keeping the scheme open or the employee
maintaining any contributions required by the scheme).
2. Summary of significant accounting policies
continued
Strategic Report
Governance
Financials
158
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Where the terms and conditions of options are modified before they vest, the increase in the fair value
of the options, measured immediately before and after the modification, is also charged to the income
statement over the remaining vesting period.
Market based vesting conditions are assessed at grant and not subsequently re-assessed. Non-market
conditions are re-assessed each reporting date.
Where equity instruments are granted to persons other than employees, these schemes are cash-settled.
The income statement is charged with the fair value of the expected cash settlement, with reference to
performance conditions and current share price.
Awards are made over the share capital of Pod Point Group Holdings Plc. Amounts relating to
employees of other group companies are recharged to those companies. Amounts relating to Directors
are recharged in line with other benefits to the entity to which they provide qualifying services.
2.21 Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the
cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.
If payment is deferred and the time value of money is material, the initial measurement is on a present
value basis.
2.22 Operating segments
In accordance with IFRS 8 the Group determines and presents its operating segments based on
internal information that is provided to the Board, which is considered to be the Group’s Chief Operating
Decision Maker (“CODM”). During the years presented, management have assessed the Group’s
segments and established that the Group has five reportable segments as presented in note 4, on the
basis of the information received and monitored by the CODM.
3. Critical accounting judgements and key source of estimation
uncertainty
In the application of the Group’s accounting policies, described in note 2, management is required to
make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that
are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and other factors that are considered to be relevant. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only
the period or in the period of the revision and future periods if the revision affects both current and
future periods.
Critical judgements in applying accounting policies
(i) Capitalisation of development costs (see note 11)
Development costs are capitalised where they relate to a qualifying project and where the relevant
costs can be separately identified. The capitalised development costs are based on management
judgements taking into account:
the technical feasibility to complete the product or system so that it will be available for use
management intends to complete the product or system and use or sell it
the ability to use or sell the product or system
the availability of adequate technical, financial and other resources to complete the development
In determining the development costs to be capitalised, the Group estimates the expected future
economic benefits of the respective product or system that is the result of a development project.
Management also make judgements regarding the level of purchased services which are directly
attributable to the work to develop the capitalised projects and therefore are included within the overall
project costs.
The overall cost of this team is material and a significant change in this estimate could have a
significant effect on the value of costs capitalised. The impact of a change to this estimate could
result, at the most extreme, i.e. in a scenario where either no development team costs are capitalised,
or where they are capitalised in full, in a decrease of £1.5 million or increase of £11.5 million in
administrative expenses in the current year.
(ii) Revenue recognition
Contracts are accounted for in accordance with IFRS 15 ‘Revenue from Contracts with Customers’.
Revenue is recognised as, and when, identified performance obligations are satisfied.
Identifying the performance obligations, and the relevant method to faithfully reflect the timing
of transfer of control of services to customer, for some contracts, may require management to
exercise judgement.
Performance obligations identified in contracts
In the current year, the Group has identified that there are separate performance obligations in respect
of Commercial installation contracts, for the supply of units and the installation of those units.
In the current year, the revenue recognition approach to these contracts has changed in two respects.
Firstly, to split the delivery of units to customer site from the work done to install those units into two
performance obligations, as set out above. Secondly, to recognise contract assets in the form of
accrued income prior to invoicing, based on the percentage of the total installation project which
has been completed. Revenue accrued also includes the relevant proportion of expected margin to
be earned on the overall project as set out below. If the Group cannot reliably measure progress of
installation services, the Group restricts revenue recognition to the level of costs incurred. Costs are
taken to the income statement as incurred.
3. Critical accounting judgement and key source of estimation uncertainty
continued
Strategic Report
Governance
Financials
159
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Transfer of control to customers
During the year, management identified that the previous policy for recognition of revenue arising from
commercial installation contracts did not appropriately reflect the transfer of control of the installation
of the asset to the customer.
Previously, revenue derived from funded development and large programmes was recognised as
milestone obligations were completed in full. Since many projects did not contain such milestones, for
many projects, this resulted in point-in-time recognition, at the end of an installation. A work-in-progress
inventory asset was recognised on the balance sheet prior to completion of milestones or invoicing,
reflecting costs incurred by the Group but not margin. This work-in-progress balance did not reflect
an asset controlled by the Group, since the project was on a customer site.
Under the revised method, actual costs are compared with the total estimated costs to measure
progress towards complete satisfaction of the performance obligation. To measure the relevant
proportion of revenue to recognise, the Group is required to estimate the margin on contracts in
progress at each reporting date. This estimation is performed on a portfolio basis.
The changes described above have resulted in a new contract asset, accrued income, and the de-
recognition of a previously presented asset, work in progress. The revised approach therefore results
in earlier recognition of revenue and of cost of sales. The effect of the change on the prior year is set
out within note 27.
Key source of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.
(i) Impairment of goodwill and other intangibles
During the year, the Group performed an assessment of the carrying value of goodwill arising on
acquisition, and concluded that an impairment of £53.2 million was required, primarily relating to
goodwill allocated to the UK Commercial CGU.
The amount of the impairment identified was based on the key inputs to the discounted cash flow
model used to estimate the value in use of each CGU. Key assumptions in the model are in line with
the Group’s November 2023 strategic plan, and include:
i)
15% CAGR in the addressable residential home charging market between 2024 and 2030, and a
40% CAGR growth in the Workplace market over the same period;
ii)
20% cumulative annual growth rate in revenue between 1st January 2024 and 31st December 2027;
iii) A 5 percentage point improvement in gross margin by 2025 and sustained throughout the
plan period;
iv) A £6 million annualised reduction in overhead costs by 2025, offset in later years by investment in
brand marketing and international expansion; and
v) The Group to become cash generative from 2027.
As well as estimates on future trading performance, key estimation inputs include the weighted
average cost of capital used to discount the estimated cash flows, and the terminal growth rate applied
to cash flows beyond the specific assessment period. Changes in these assumptions could have
significantly increased or decreased the amount of impairment charge. However the Group has taken
a charge based on its best estimate of all relevant assumptions.
Strategic Report
Governance
Financials
160
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
4. Segment reporting
During the year, the Group undertook a strategic review, which resulted in a change in the operating
segments reviewed by the Chief Operating Decision Maker (CODM). The Group now has six operating
segments, five of which are as set out in the table below. The results for FY2022 have been re-presented
according to the revised segments.
In future, the Group also expects to report activity within an International segment. However for the
current and preceding financial year, trading, assets and liabilities and cash flows for this segment is
immaterial.
Reportable segment
Operations
UK Home
Activities generated by the sale of chargepoints to for installation at homes
in the UK.
UK Commercial
Activities generated by the sale and installation of chargepoints in
commercial settings such as destinations and workplace parking in the UK,
as well as the recurring revenue generated on chargepoints, relating to fees
charged from the ongoing use of the Pod Point software and information
generated from the management information system.
UK Distribution
Activities generated by the sale of chargepoints to commercial customers
such as housebuilders and wholesale channels in the UK.
Owned assets
Operating activities relating to customer contracts, in which Pod Point owns
the chargepoint assets but charges a fee for provision of media screens on
the chargepoints for advertising purposes, and charges end customers for
the use of these assets.
Energy Flex
Activities relating to provision of a flexibility service, to arrange access to Pod
Point’s installed base of domestic charging units distributor network
operators and distribution system operators to manage energy usage in
geographically designated areas over time to match production capacity.
There are no transactions with a single external customer amounting to 10% or more of the
Group’s revenues.
Segmental analysis for the year ended 31st December 2023:
UK
UK
UK
Owned
Total
Home
Commercial
Distribution
assets
Energy Flex
Group
£’000
£’000
£’000
£’000
£’000
£’000
Installation services
provided to Commercial
customers
19,835
19,835
Other services provided
to customers over time
135
3,162
8,348
11,645
Wholesale and Supply
only sales to Commercial
customers at point in time
5,400
5,400
Sale and installation of
chargepoints to residential
customers at point in time
26,837
26,837
Energy flex revenues
39
39
Revenue
26,972
22,997
5,400
8,348
39
63,756
Cost of sales
(19,406)
(16,943)
(2,281)
(5,886)
(44,516)
Gross margin
7,566
6,054
3,119
2,462
39
19,240
Other income
617
319
64
1,000
Administrative expenses
including impairment
charges
(30,863)
(63,490)
(8,983)
(1,235)
(22)
(104,593)
Operating (loss)/profit
(22,680)
(57,117)
(5,800)
1,227
17
(84,353)
Finance income
979
505
102
1,586
Finance costs
(136)
(70)
(14)
(198)
(418)
(Loss)/profit before tax
(21,837)
(56,682)
(5,712)
1,029
17
(83,185)
4. Segment reporting
continued
Strategic Report
Governance
Financials
161
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Reconciliation of operating loss to adjusted EBITDA for the year ended 31st December 2023
UK
UK
UK
Owned
Total
Home
Commercial
Distribution
assets
Energy Flex
Group
£’000
£’000
£’000
£’000
£’000
£’000
Operating (loss)/profit
(22,680)
(57,117)
(5,800)
1,227
17
(84,353)
Depreciation and
amortisation and
impairment charges
6,106
50,546
6,396
960
64,008
Share-based
payments charge
1,403
724
146
2,273
Exceptional
restructuring costs
1,729
892
181
2,802
Adjusted EBITDA
(13,442)
(4,955)
923
2,187
17
(15,270)
Segmental analysis for the year ended 31st December 2022:
UK
UK
UK
Owned
Total
Home
Commercial
Distribution
assets
Group
£’000
£’000
£’000
£’000
£’000
Installation services provided to
Commercial customers
19,340
19,340
Other services provided to customers
over time
63
2,163
4,233
6,459
Wholesale and Supply only sales to
Commercial customers at point in time
4,273
4,273
Sale and installation of chargepoints to
residential customers at point in time
41,337
41,337
Revenue
41,400
21,503
4,273
4,233
71,409
Cost of sales
(33,443)
(17,402)
(2,028)
(1,947)
(54,820)
Gross margin
7,957
4,101
2,245
2,286
16,589
Other income
900
468
93
1,461
Administrative expenses including
impairment charges
(22,824)
(11,855)
(2,355)
(1,031)
(38,065)
Operating (loss)/profit
(13,967)
(7,286)
(17)
1,255
(20,015)
Finance income
282
146
29
457
Finance costs
(110)
(58)
(11)
(187)
(366)
(Loss)/profit before tax
(13,795)
(7,198)
1
1,068
(19,924)
4. Segment reporting
continued
Strategic Report
Governance
Financials
162
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Reconciliation of operating loss to adjusted EBITDA for the year ended 31st December 2022
UK
UK
UK
Owned
Total
Home
Commercial
Distribution
assets
Group
£’000
£’000
£’000
£’000
£’000
Operating (loss)/profit
(13,967)
(7,286)
(17)
1,255
(20,015)
Depreciation and amortisation
4,287
2,226
442
788
7,743
Share-based payments charge
3,190
1,656
329
5,175
Exceptional restructuring costs
35
18
4
57
Adjusted EBITDA
(6,455)
(3,386)
758
2,043
(7,040)
Costs have been attributed to segments on a specific basis where possible, and on an activity basis
where necessary.
Information relating to assets, liabilities and capital expenditure information is presented to the CODM
in aggregate.
5. Group operating loss
Loss for the year has been arrived at after charging/(crediting):
Year ended
Year ended
31st December
31st December
2023
2022
£’000
£’000
Amortisation of intangible fixed assets
8,138
5,484
Depreciation of tangible fixed assets
1,338
1,123
Depreciation of right-of-use asset
1,378
1,136
Exchange differences
1
56
Cost of inventories recognised as an expense
21,009
28,818
Staff costs
32,032
28,628
Other income – RDEC R&D tax credit income
(1,000)
(1,461)
Loss on impairment of internally generated intangible assets
604
Loss on impairment of customer relationship intangibles
9,880
Loss on impairment of goodwill
43,274
Loss on disposal of tangible assets
4
Marketing costs
2,270
350
Aggregate charge against income in respect of research and
development costs not eligible for capitalisation
3,119
1,436
Audit fees – consolidated Group accounts
222
155
Audit fees – Parent Company
87
61
Audit fees – subsidiaries
141
99
Fees for audit-related assurance services, relating to the half-year
results for the six months ended 30th June 2022
45
Alternative performance measures
The Group makes use of an alternative performance measure, adjusted EBITDA, in assessing the
performance of the business. The definition and relevance of this measure is set out below. The Group
believes that this measure, which is not considered to be a substitute for or superior to IFRS measures,
provides stakeholders with helpful additional information on the performance of the Group.
5. Group operating loss
continued
Strategic Report
Governance
Financials
163
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Adjusted EBITDA
Definition
Profit or loss from operating activities, adding back depreciation, amortisation, impairment charges,
share-based payment charges and exceptional restructuring costs.
Relevance to strategy
The adjusted measure is considered relevant to assessing the performance of the Group against its
strategy and plans.
The rationale for excluding certain items is as follows:
Depreciation: a non-cash item which fluctuates depending on the timing of capital investment.
We believe that a measure which removes this volatility improves comparability of the Group’s
results period on period
Amortisation: a non-cash item which varies depending on the timing of and nature of acquisitions,
and on the timing of and extent of investment in the internally generated intangibles arising from
development of the Group’s products. We believe that a measure which removes this volatility
improves comparability of the Group’s results period on period. Where applicable, impairment
of intangible assets is also excluded as an exceptional item
Share-based payment charges: a non-cash item which varies significantly depending on the share
price at the date of grants under the Group’s share option schemes, and depending on the
assumptions used in valuing these awards as they are granted. We believe that a measure which
removes this volatility improves comparability of the Group’s results period on period and also
improves comparability with other companies that do not operate similar share-based
payment schemes
Exceptional restructuring items: these items represent amounts which result from unusual
transactions or circumstances and of a significance which warrants individual disclosure. We believe
that adjusting for such exceptional items improves comparability period on period. See note 8 for
further detail of amounts disclosed as exceptional in the year
Reconciliation
See segmental reporting in note 4.
6. Revenue
The Group’s revenue by nature is set out below.
Revenue in the current and preceding year arises materially all in the United Kingdom.
Materially all assets and liabilities were UK based in both years.
During the year, no customer contributed 10% or more of the Group’s revenues (2022: none).
Segmental analysis for the year ended 31st December 2023:
UK
UK
UK
Owned
Total
Home
Commercial
Distribution
assets
Grid
Group
£’000
£’000
£’000
£’000
£’000
£’000
Installation services
provided to Commercial
customers
19,835
19,835
Other services provided
to customers over time
135
3,162
8,348
11,645
Wholesale and Supply
only sales to Commercial
customers at point in time
5,400
5,400
Sale and installation of
chargepoints to residential
customers at point in time
26,837
26,837
Energy flex revenues
39
39
Revenue
26,972
22,997
5,400
8,348
39
63,756
Segmental analysis for the year ended 31st December 2022:
UK
UK
UK
Owned
Total
Home
Commercial
Distribution
assets
Group
£’000
£’000
£’000
£’000
£’000
Installation services provided to
Commercial customers
19,340
19,340
Other services provided to customers
over time
63
2,163
4,233
6,459
Wholesale and Supply only sales to
Commercial customers at point in time
4,273
4,273
Sale and installation of chargepoints to
residential customers at point in time
41,337
41,337
Revenue
41,400
21,503
4,273
4,233
71,409
Strategic Report
Governance
Financials
164
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
7. 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 to £1,339k for the year
ended 31st December 2023 (2022: £266k).
Pension contributions payable at 31st December 2023 were £222k (2022: £180k). Pension contributions
payable to Directors are set out within the table below.
The table below presents the staff costs of employees, including those in respect of the Directors, which
have been recognised in the income statement.
Year ended
Year ended
31st December
31st December
2023
2022
£’000
£’000
Wages and salaries
33,506
25,574
Social security costs
3,656
3,852
Costs of defined contribution scheme
1,339
329
Share-based payment expense
2,273
4,545
Capitalised as internally generated intangible assets
(8,742)
(5,672)
Net staff costs
32,032
28,628
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 deferred development costs. Directors’ aggregate emoluments are
disclosed within the Directors’ Remuneration Report.
The average number of employees employed by the Group during the year ended 31st December
2023 was 577 (2022: 494)
Directors
The table below presents the Directors remuneration which has been recognised in the
income statement.
Year ended
Year ended
31st December
31st December
2023
2022
£’000
£’000
Short-term employee benefits
1,671
1,905
Post-employment benefits
14
Total
1,685
1,905
The remuneration of the highest paid Director for the year ended 31st December 2023 was £492k
(2022: £706k).
During the year ended 31st December 2023, no directors accrued benefits under a defined benefit
pension scheme (2022: none).
During the year ended 31st December 2023, one director was a member of the Group’s defined
contribution pension plan (2022: none).
Key management personnel
Key management personnel of the Group have been assessed for the year ended 31st December
2023 as the members of the Board of Directors. For 2022, as well as the Board of Directors, one other
employee was assessed as 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.
7. Directors and employees
continued
Strategic Report
Governance
Financials
165
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Key management costs include the following expenses:
Year ended
Year ended
31st December
31st December
2023
2022
£’000
£’000
Short-term employee benefits
1,908
3,058
Post-employment benefits
14
56
Net share-based payment expense
668
2,987
Total key management personnel expenses
2,590
6,101
The aggregate emoluments of the highest paid key management personnel in the Group for the year
ended 31st December 2023 was £492k (2022: £706k).
During the year ended 31st December 2023, one key management personnel was a member of the
Group’s defined contribution pension plan (2022: one).
8. Adjusting restructuring costs
Adjusting restructuring costs, for the purposes of presenting non-IFRS measure of adjusted EBITDA
as per accounting policy noted in note 2.11, are as follows:
Year ended
Year ended
31st December
31st December
2023
2022
£’000
£’000
Restructuring costs
2,802
57
In 2023, £2,802k of restructuring costs were incurred, representing professional fees associated with
the strategic review exercise undertaken in during 2023 and the staff costs arising from executing this
restructuring activity. £346k of these costs related to amounts paid to the former CEO after he had left
his role and associated professional fees.
Included within this amount is a provision of £326k which has been recognised at 31st December 2023,
to cover the expected costs of staff exits in 2024 resulting from the strategic review exercise which had
been communicated to those affected by the year end.
The Group anticipates further significant restructuring costs in 2024, relating to further actions arising
from the strategic review. These will include additional staff exit costs, and professional fees and other
costs associated with the exit of non-core segments.
Restructuring costs in 2022 related to the closure of the Norway branch.
9. 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
Year ended
31st December
31st December
2023
2022
£’000
£’000
Interest receivable on bank deposits
1,586
457
Finance income
1,586
457
Interest payable on loans
(190)
(150)
Interest payable on lease liabilities
(228)
(216)
Finance costs
(418)
(366)
Net finance income
1,168
91
10. Taxation
Year ended
Year ended
31st December
31st December
2023
2022
£’000
£’000
Current tax charge
229
287
Deferred tax charge
Total tax charge
229
287
10. Taxation
continued
Strategic Report
Governance
Financials
166
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
The amount of income tax recorded in the consolidated income statement differs from the expected
amount that would arise by applying the standard rate of corporation tax in the UK during the year
of 23.52% (2022: 19%). The differences are explained below:
Year ended
Year ended
31st December
31st December
2023
2022
£’000
£’000
Loss before tax
(83,185)
(19,924)
Tax credit based on the standard rate of corporation tax in the UK
of 23.52% (2022: 19%)
(19,565)
(3,786)
Fixed assets timing differences
17
Expenses not deductible for tax purposes
13,276
706
Income not taxable
(127)
Adjustments to brought forward values
82
Remeasurement of deferred tax for changes in tax rates
(364)
Movement in deferred tax not recognised
6,554
3,207
R&D other income tax charge
229
287
Total tax charge
229
287
Key elements of expenses not deductible for tax purposes are the impairment charges described in
note 11 and share-based payment charges.
The main rate of UK corporation tax for the year ended 31st December 2023 is a weighted average
of 23.52%. The Finance Act 2021, which was substantially enacted on 10th June 2021, announced that
the main rate of UK corporation would increase from 19% to 25% with effect from 1st April 2023.
Deferred taxes have been measured at the corporation tax rate expected to apply at the time of
reversal of the timing difference.
No tax was included in equity in the current or prior year.
Unrecognised deferred tax assets
Year ended
Year ended
31st December
31st December
2023
2022 restated
1
£’000
£’000
Tax losses
63,887
37,408
Share-based payments
854
1,181
Short-term timing differences
213
102
64,954
38,691
Historically the Group has presented deferred tax liabilities and assets on the face of the balance sheet.
Deferred tax assets have been recognised only up to the level of deferred tax liabilities arising.
Since these assets and liabilities arise only in the UK, and since they therefore relate to income taxes
levied by the same tax authority on the same group of entities, and since there is an expectation that
the tax assets and liabilities will be realised simultaneously, these have been netted off in FY2023 and
in the comparative balance sheets presented.
All unrecognised temporary differences above can be carried forward indefinitely. Temporary
differences in respect of share-based payments arise in respect of Part 12 CTA 2009 share options
deduction for which a deduction should be available in the future. The value of the future tax deduction
for share-based payments is dependent on the share price at the point of exercise and therefore its
value is highly uncertain.
1
The restatement described in note 38 has affected prior year taxable profit and losses in individual Group entities
and associated group relief claim amounts. This has led to a change in unrecognised deferred tax by nature as at
31st December 2022, although the net amount of unrecognised deferred tax has not changed.
Strategic Report
Governance
Financials
167
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
11. Intangible assets
Intangible assets as at 31st December 2023:
Customer
Development
Brand
relationships
Goodwill
Total
£’000
£’000
£’000
£’000
£’000
Cost:
At 1st January 2023
20,702
13,940
13,371
77,639
125,652
Additions
11,518
11,518
Disposals
(4,239)
(4,239)
At 31st December 2023
27,981
13,940
13,371
77,639
132,931
Accumulated amortisation:
At 1st January 2023
(10,146)
(2,033)
(2,599)
(14,778)
Amortisation
(6,549)
(697)
(892)
(8,138)
Impairment
(9,880)
(43,274)
(53,154)
Disposals
4,239
4,239
At 31st December 2023
(12,456)
(2,730)
(13,371)
(43,274)
(71,831)
Carrying amounts:
At 31st December 2023
15,525
11,210
34,365
61,100
Intangible assets as at 31st December 2022:
Customer
Development
Brand
relationships
Goodwill
Total
£’000
£’000
£’000
£’000
£’000
Cost:
At 1st January 2022
10,800
13,940
13,371
77,639
115,750
Additions
9,902
9,902
At 31st December 2022
20,702
13,940
13,371
77,639
125,652
Accumulated amortisation:
At 1st January 2022
(5,646)
(1,336)
(1,708)
(8,690)
Amortisation
(3,896)
(697)
(891)
(5,484)
Impairment
(604)
(604)
At 31st December 2022
(10,146)
(2,033)
(2,599)
(14,778)
Carrying amounts:
At 31st December 2022
10,556
11,907
10,772
77,639
110,874
At 31st December 2023, £1,535k of development projects were in progress and were not yet amortised.
Impairment charges
Internally generated intangibles
During year ended 31st December 2022, an impairment loss of £604k was recognised against
development costs, relating to staff and other costs capitalised against internally generated fixed
assets which were related to products assessed as no longer generating economic benefits to the
Group. No such impairment was recognised for the year ended 31st December 2023.
Goodwill and customer relationships
Following the Group’s announcement of a change to its strategic priorities in November 2023, the
Group now operates new reporting segments which are aligned to those priorities, as set out in note 4.
Goodwill and other intangible assets arising on acquisition were re-allocated from the previous segments
to the new segments. The goodwill previously allocated to the Commercial Recurring and Commercial
Non-Recurring segments has been split between the UK Commercial and UK Distribution segments
based on the current year revenue associated with those segments under the new reporting structure.
As a result of the re-allocation exercise, there has been no re-allocation to or from Home from other
segments.
Goodwill and other intangible assets were allocated to cash generating units or groups of cash
generating units as follows during 2023:
UK
UK
Home
Commercial
Distribution
Total
£’000
£’000
£’000
£’000
Goodwill
20,231
45,061
12,347
77,639
Brand
2,921
6,506
1,783
11,210
Customer relationships
9,880
9,880
Total
23,152
61,447
14,130
98,729
Impairment in year ended 31st December
2023 – Goodwill
(37,516)
(5,758)
(43,274)
Impairment in year ended 31st December
2023 – UK Customer relationships
(9,880)
(9,880)
Total
(47,396)
(5,758)
(53,154)
Carrying amount at 31st December 2023
Goodwill
20,231
7,545
6,589
34,365
Brand
2,921
6,506
1,783
11,210
Customer relationships
Total
23,152
14,051
8,372
45,575
No intangible assets were allocated to the Owned Assets segment, or to the new Energy Flex or
International segments.
11. Intangible assets
continued
Strategic Report
Governance
Financials
168
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
As a result of the November 2023 strategy change, the Group is exiting certain commercial markets,
such as Domestic, Fleet and Public Charging, to focus on Workplace charging going forward.
The Customer Relationships asset has been re-assessed in light of the Group’s strategy for its
UK Commercial business and the updated cash flows expected from those customer relationships
identified at initial recognition in 2020. The Directors have assessed that the recoverable value of this
asset on an individual basis at 31st December 2023 is nil and its carrying value at 31st December 2023
of £9,880k has been impaired in full.
For the annual impairment review of goodwill, CGUs have been identified in line with the new segments.
The recoverable amount of each CGU was estimated on a value-in-use basis, using a discounted cash
flow model. Key assumptions in the model are in line with the strategic plan presented at the Group’s
Capital Markets Day in November 2023. These assumptions include future trading estimates which
include the size of the UK market for new charging points, and the Group’s forecast market share.
The Group’s forecast takes into account its principal risks that may impact the cash flows, including
macroeconomic factors, and has been determined using input from external advisors as part of the
strategic review.
The forecasts are based on management’s assessment of future market prospects, informed by
publicly available data published by the UK Government and Euromonitor as well as proprietary insight
from external advisors. The cashflow forecasts have been informed by the Group’s actual trading
performance in 2023, management’s assessment of current and likely future market conditions, and
expectations on future cashflows arising from the Group’s refocused Commercial activities following
strategic review.
The forecasts run to 31st December 2030. Key assumptions include:
i)
15% CAGR in the addressable residential home charging market between 2024 and 2030, and a
40% CAGR growth in the Workplace market over the same period;
ii)
20% cumulative annual growth rate in revenue between 1st January 2024 and 31st December 2027;
iii) A 5 percentage point improvement on 2023 gross margin by 2025 and sustained throughout the
plan period;
iv) A £6 million annualised reduction in overhead costs by 2025, offset in later years by investment in
brand marketing and international expansion; and
v) The Group to become cash generative from 2027.
Management projected cash flows using Board-approved budgets and forecasts to 2030. A period
longer than 5 years was considered appropriate given the growth in electric vehicles is expected to
increase significantly beyond 5 years, driven by Government policy initiatives to decarbonise most
transport and increased demand for electric vehicles. The Group’s Scope 1 and Scope 2 emissions
targets for 2026 are not expected to have a material impact on the future cash flows of the Group.
A post-tax weighted-average cost of capital (“WACC”) of 12.7% (2022: 13.0%) was used to discount
forecast cash flows, along with a terminal growth rate of 1.7%, based on UK GDP forecasts, to
extrapolate cash flows beyond the forecast period.
The WACC of 12.7% is equivalent to a pre-tax discount rate of 17.0% (2022: 16.0%). Management
considers that the inputs into the WACC model appropriately consider recent increases to risk-free
rates and the estimated optimal long-term capital structure based on a market participant’s view.
Based on the Directors’ assessment of the risks associated with each business segment, a single WACC
for each segment was considered appropriate.
The recoverable amount determined through this value-in-use test identified impairments in the
UK Commercial and UK Distribution segments, totaling £53.2 million. This amount has been charged
to the income statement within administrative expenses.
Sensitivities
The headroom of recoverable value over carrying value of intangible assets in the Home CGU is
£22.7 million at 31st December 2023. A decrease in forecast revenue CAGR of 2% over the assessment
period would be required to cause the carrying value of the intangibles assets within the Home
segment to exceed its recoverable value. A reduction in terminal growth rate to 1.0% would reduce
the headroom to £19.4 million.
An adverse change in the assumptions applied to the UK Commercial and UK Distribution segments
may result in a material adjustment to the carrying value of the associated intangible assets in future
reporting periods.
A reasonably possible change in these assumptions could result in an impairment of the remaining
intangible assets, with a carrying value of £14.1 million in the UK Commercial CGU and £8.4 million in the
UK Distribution CGU.
A decrease in forecast revenue CAGR of 4% over the assessment period, or an increase in pre-tax
discount rate to 15.8%, would be required to cause the carrying amount of the intangibles assets within
the UK Commercial segment to become zero. A reduction in terminal growth rate to 1.0% would lead to
a further impairment charge of £1.4 million.
A decrease in forecast revenue CAGR of 3% over the assessment period, or an increase in pre-tax
discount rate to 18.4%, would be required to cause the carrying amount of the intangibles assets within
the UK Distribution segment to become zero. A reduction in terminal growth rate to 1.0% would lead to
a further impairment charge of £0.7 million.
The Directors have assessed the market capitalisation of the Group as an indicator of impairment in
the context of the appropriateness of the assumptions applied, including the total impairment charge
of £53.2 million recognised for the year ended 31st December 2023.
Strategic Report
Governance
Financials
169
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
12. Property, plant and equipment
Property, plant and equipment as at 31st December 2023:
Short-term
Owned
leasehold
Plant &
Furniture
Computer
charging
property
machinery
& fittings
equipment
assets
Total
£’000
£’000
£’000
£’000
£’000
£’000
Cost:
At 1st January 2023
33
271
19
1,336
6,496
8,155
Additions
280
517
797
At 31st December 2023
33
271
19
1,616
7,013
8,952
Accumulated
depreciation and
impairment:
At 1st January 2023
(32)
(202)
(19)
(828)
(1,576)
(2,657)
Depreciation charge for
the year
(1)
(48)
(318)
(971)
(1,338)
At 31st December 2023
(33)
(250)
(19)
(1,146)
(2,547)
(3,995)
Carrying amounts:
At 31st December 2023
21
470
4,466
4,957
Property, plant and equipment as at 31st December 2022:
Short-term
Owned
leasehold
Plant &
Furniture
Computer
charging
property
machinery
& fittings
equipment
assets
Total
£’000
£’000
£’000
£’000
£’000
£’000
Cost:
At 1st January 2022
31
229
19
837
4,698
5,814
Additions
2
42
499
1,805
2,348
Disposals
(7)
(7)
At 31st December 2022
33
271
19
1,336
6,496
8,155
Accumulated depreciation
and impairment:
At 1st January 2022
(31)
(153)
(19)
(553)
(781)
(1,537)
Depreciation
(1)
(49)
(275)
(798)
(1,123)
Disposals
3
3
At 31st December 2022
(32)
(202)
(19)
(828)
(1,576)
(2,657)
Carrying amounts:
At 31st December 2022
1
69
508
4,920
5,498
Strategic Report
Governance
Financials
170
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
13. Right-of-use asset
The corresponding lease liability of the right-of-use asset is set out in note 19.
Right-of-use asset at 31st December 2023:
Right-of-use
Right-of-use
Right-of-
assets
assets
use assets
– buildings
– vehicles
– total
£’000
£’000
£’000
Cost:
At 1st January 2023
1,368
3,904
5,272
Additions
936
936
Disposals
(227)
(227)
At 31st December 2023
1,368
4,613
5,981
Accumulated depreciation:
At 1st January 2023
(1,206)
(1,152)
(2,358)
Depreciation
(162)
(1,216)
(1,378)
Disposals
134
134
At 31st December 2023
(1,368)
(2,234)
(3,602)
Carrying amounts:
At 31st December 2023
2,379
2,379
A lease for new office premises was signed in January 2024, running to June 2025, at a monthly cost of
around £40k. As this lease was not signed at the balance sheet date, no associated right of use asset is
shown in the table above.
Right-of-use asset at 31st December 2022:
Right-of-use
Right-of-use
Right-of-
assets
assets
use assets
– buildings
– vehicles
– total
£’000
£’000
£’000
Cost:
At 1st January 2022
1,368
2,640
4,008
Additions
113
2,656
2,769
Disposals
(113)
(1,392)
(1,505)
At 31st December 2022
1,368
3,904
5,272
Accumulated depreciation:
At 1st January 2022
(1,043)
(1,565)
(2,608)
Depreciation
(276)
(860)
(1,136)
Disposals
113
1,273
1,386
At 31st December 2022
(1,206)
(1,152)
(2,358)
Carrying amounts:
At 31st December 2022
162
2,752
2,914
Strategic Report
Governance
Financials
171
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
14. Inventories
As at
As at
31st December
31st December
2023
2022 restated
1
£’000
£’000
Finished goods
4,478
5,523
Work in progress
46
117
4,524
5,640
1
Restated – see note 27
The cost of inventories recognised as an expense during the year ended 31st December 2023 was
£21,009k (2022: £28,818k).
The decrease in cost of inventories during the year was due to the reduced level of activity year-on-year.
As set out in note 27, in order to reflect the change in approach to commercial revenue recognition as set
out in the accounting policies note 2, costs relating to commercial installation projects previously
presented as work in progress as at 31st December 2022 have been de-recognised from the balance
sheet, and presented within cost of goods sold. Accrued income, inclusive of applicable expected margin,
has been recognised as a contract asset, where work had been performed in advance of invoicing.
Included within work in progress is hardware purchased for installation in progress but not yet complete.
An impairment provision of £457k was held at 31st December 2023 (2022: £698k) against risk relating to
slow-moving and obsolete stock.
15. Trade and other receivables and contract assets
As at
As at
31st December
31st December
2023
2022 restated
1
£’000
£’000
Trade receivables
12,558
13,808
Loss allowance
(549)
(507)
12,009
13,301
Other receivables
2,927
940
R&D tax credit receivable
800
1,174
Prepayments
1,073
1,239
Total trade and other receivables
16,809
16,654
Contract assets – accrued income
6,730
6,227
Total trade and other receivables and contract assets
23,539
22,881
1
Restated – see note 27
Other receivables at 31st December 2023 includes £2,285k (2022: £nil) of cash lodged on deposit with
suppliers.
As set out in note 27, in order to reflect the change in approach to commercial revenue recognition as
set out in the accounting policies note 2, costs relating to commercial installation projects previously
presented as work in progress as at 31st December 2022 have been de-recognised from the balance
sheet, and presented within cost of goods sold. Accrued income, inclusive of applicable expected
margin, has been recognised as a contract asset, to reflect transfer of control of the work performed
to the customer in advance of invoicing.
The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected
credit losses. The expected credit losses on trade receivables are estimated using a provision matrix
by reference to past default experience of the debtor and an analysis of the debtor’s current financial
position, adjusted for factors that are specific to the debtors, general economic conditions of the
industry in which the debtors operate and an assessment of both the current as well as the forecast
direction of conditions at the reporting date.
The Group’s maximum potential exposure to credit risk at 31st December 2023 was £22,466k
2022: £19,528k). The Group does not have significant credit risk exposure to any single counterparty.
Concentration of credit risk to any one counterparty did not exceed 5% of gross monetary assets at
any time during the year.
The Group’s accrued income balance is monitored periodically in order to ensure that it is stated at the
level of expected recovery through future invoicing. No significant credit loss in respect of that future
income is expected.
The movement in the provision for doubtful debts is as follows:
£’000
At 1st January 2023
507
Amounts recovered
Written off
(74)
Change in loss allowance due to new trade and other receivables originated
116
As at 31st December 2023
549
At 1st January 2022
216
Amounts recovered
(47)
Written off
(18)
Change in loss allowance due to new trade and other receivables originated
356
As at 31st December 2022
507
15. Trade and other receivables and contract assets
continued
Strategic Report
Governance
Financials
172
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Ageing of trade receivables before provision.
As at
As at
31st December
31st December
2023
2022
£’000
£’000
Current
5,200
2,839
Trade receivables past due
31-60 days
1,020
4,046
61–90 days
644
2,294
More than 90 days
5,694
4,629
Trade receivables before allowance for doubtful receivables
12,558
13,808
Less: allowance for doubtful receivables
(549)
(507)
Total trade receivables
12,009
13,301
Allowance for doubtful receivables – current
22
7
Allowance for doubtful receivables – past due 31-60 days
10
67
Allowance for doubtful receivables – past due 61-90 days
10
75
Allowance for doubtful receivables – past due more than 90 days
507
358
549
507
2023
2022
¹
£’000
£’000
Opening accrued income at 1st January
6,227
5,164
Amounts invoiced
(40,602)
(28,031)
Revenue recognised prior to invoice
41,105
29,094
Closing accrued income at 31st December
6,730
6,227
1
Restated – see note 27
Accrued income primarily arises from activity performed in advance of invoicing relating to
installations funded by a customer’s employer, and to commercial installations work performed in
advance of invoice.
16. Cash and cash equivalents
As at
As at
31st December
31st December
2023
2022
£’000
£’000
Cash at bank and on deposit with instant availability
5,156
10,121
Cash on deposit with maturity within 30 days
33,000
Cash on deposit with maturity within 65 days
10,587
63,982
Total cash and cash equivalents
48,743
74,103
Cash at bank earns interest at floating rates based on daily bank deposit rates.
17. Trade and other payables and contract liabilities
As at
As at
31st December
31st December
restated
1
2023
2022
£’000
£’000
Trade payables
5,579
4,062
Other taxation and social security
929
3,098
Accruals
10,148
9,732
Other payables
6,179
3,063
Total trade and other payables
22,835
19,955
Contract liabilities – deferred income
13,398
10,833
Total trade and other payables and contract liabilities
36,233
30,788
1
Restated – see note 27
There is no material difference between the carrying value and fair value of trade and other payables
presented.
Other payables includes revenue share amounts due to customers in the operation of public charging
networks.
17. Trade and other payables and contract liabilities
continued
Strategic Report
Governance
Financials
173
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Deferred income primarily arises from performance obligations relating to extended warranties
sold to customers, performance obligations relating to Smart Reporting, and amounts topped up by
customers in the Pod Point Charging app.
2023
2022
£’000
£’000
Opening deferred income at 1st January
10,833
10,765
Payments received from customers
10,699
12,854
Revenue recognised net of refunds
(8,134)
(12,786)
Closing deferred income at 31st December
13,398
10,833
18. Loans and borrowings
As at
As at
31st December
31st December
2023
2022
£’000
£’000
Current liabilities
Secured bank loan
1,272
2,842
Non-current liabilities
Secured bank loan
2,140
481
Total loans and borrowings
3,412
3,323
In 2020, the Group entered into a £3.5 million facility agreement with Triodos Bank UK Limited for a
period of 5 years, to fund chargepoints owned by the Group and installed at customer sites. The interest
rate is fixed at 3.5%. The loan is repayable in quarterly instalments, with the final instalment of the loan is
repayable on 31st December 2025.
During the year ended 31st December 2022 a further loan for £1.25 million was entered into and drawn
down with a fixed interest rate of 4.969%.
In December 2022 a further loan of £1.6 million was agreed, which was drawn down in May 2023.
The fixed interest rate on this loan was 6.366%.
The loans are each repayable in 18 quarterly instalments starting from the first payment date.
In November 2023, the Group entered into a facility agreement with its Parent Company EDF Energy
Customers Limited. The facility agreement makes available up to £30 million to the Group, up to
November 2028, but repayable within 3 months on demand of the lender, subject to funds being
available. The agreement has an interest rate of SONIA plus a margin. As at 31st December 2023 this
facility has not been drawn upon.
19. Leases
Lease liability as at 31st December 2023:
Lease
Lease
Lease
liability
liability
liability
– buildings
– vehicles
– total
£’000
£’000
£’000
At 1st January 2023
314
2,835
3,149
Additions
936
936
Interest charge
9
214
223
Repayments
(323)
(1,381)
(1,704)
Disposals
(103)
(103)
At 31st December 2023
2,501
2,501
Amounts payable within 12 months
1,237
1,237
Amounts payable later than one year but within 5 years
1,418
1,418
Minimum lease payments
2,655
2,655
Future finance charges
(154)
(154)
Minimum lease payments less future finance charges
2,501
2,501
Recognised as a liability – current
1,095
1,095
Recognised as a liability – non-current but within 5 years
1,406
1,406
Recognised as a liability – total
2,501
2,501
A lease for new office premises was signed in January 2024, running to June 2025, at a monthly cost of
around £40k. As this lease was not signed at the balance sheet date, no associated liabilities are shown
in the table above.
Future lease liabilities in respect of low-value and short-term leases, which are not accounted for under
IFRS 16 in accordance with the policy set out in note 2, are immaterial.
19. Leases
continued
Strategic Report
Governance
Financials
174
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Lease liability as at 31st December 2022:
Lease liability
Lease liability
Lease liability
– buildings
– vehicles
– total
£’000
£’000
£’000
At 1st January 2022
557
1,102
1,659
Additions
114
2,645
2,759
Interest charge
34
182
216
Repayments
(391)
(951)
(1,342)
Disposals
(143)
(143)
At 31st December 2022
314
2,835
3,149
20. Provisions
Provisions at 31st December 2023:
Warranty
Restructuring
Total
£‘000
£‘000
£‘000
As at 1st January 2023
567
567
Utilised in the year
(144)
(144)
Charged/(credited) to income statement
326
326
As at 31st December 2023
423
326
749
Of which current
204
326
530
Of which non-current
219
219
Inclusive warranties cover a standard term of 36 months. The amount of the warranty provision is
estimated based on historical experience of claim rates and costs of servicing units under warranty.
The effect of discounting on the non-current portion of the warranty provision has been assessed
as immaterial.
The restructuring provision relates to the expected costs of staff exits relating to the change in strategy
communicated in November 2023 which raised an expectation of the impact of the restructuring
exercise in the affected staff population. The provision is expected to be utilised in full within 12 months.
Provisions at 31st December 2022:
Warranty
£‘000
As at 1st January 2022
404
Utilised in the year
(163)
Charged to income statement
326
As at 31st December 2022
567
Of which current
265
Of which non-current
301
The warranty provision as at 31st December 2023 would be expected to unwind in full by November 2028
(2022: by November 2027).
21. Share capital and reserves
As at 31st December 2023
As at 31st December 2022
Number
£’000
Number
£’000
Allotted, called up and fully paid:
Ordinary shares of £0.001 each
154,125,118
154
154,025,118
154
On 17th March 2023, 100,000 new shares were issued and allotted to the Group’s Employee Benefit Trust,
bringing the total issued share capital to 154,125,118 at 31st December 2023.
On 7th September 2022, 2,394 shares were issued, and on the 20th December 2022, 70,187 shares were
issued with nominal values of £0.001 following an exercise of IPO Restricted Share Awards, bringing the
total issued share capital to 154,025,118 at 31st December 2022.
Share premium
Share premium represents the amount paid to the Company by shareholders, in cash or other
consideration, over and above the nominal value of shares issued to them.
Other reserves
The share-based payment reserve represents cumulative share-based payment charges less amounts
transferred to retained earnings on exercise of share options.
ESOP reserve
The ESOP reserve represents the value associated with the shares issued pursuant to the employee
Share Incentive Plan (“SIP”) and other share plans.
21. Share capital and reserves
continued
Strategic Report
Governance
Financials
175
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Accumulated losses
Accumulated losses reserve represents the accumulated losses of the Group generated through
business activities.
Capital management
The Group’s policy is to maintain a strong asset base so as to maintain investor, creditor and market
confidence, and to sustain the future development of the business.
Due to the significant equity finance raised by the Group historically, low levels of borrowing are
currently required. The Group has specific borrowing related to its portfolio of owned chargepoint
assets. The Group leases office space and vehicles in order to avoid the upfront cash outflows
associated with purchasing these assets.
Reconciliation of movement in liabilities to cash flows arising from financing activities
FY2023
Loans and
Lease
Share capital
borrowings
liabilities
and premium
Total
£’000
£’000
£’000
£’000
Balance at 1st January 2023
3,323
3,149
140,041
146,513
Proceeds from loans and borrowings
1,466
1,466
Repayment of borrowings
(1,401)
(1,401)
Loan interest expense
190
190
Loan interest paid
(166)
(166)
New leases
936
936
Repayment of lease liabilities
(1,481)
(1,481)
Lease interest expense
223
223
Lease interest paid
(223)
(223)
Leases terminated
(103)
(103)
Balance at 31st December 2023
3,412
2,501
140,041
145,954
22. Financial instruments
The Group had the following financial assets and liabilities. The amounts below are contractual
undiscounted cash flows and include both interest and principal amounts.
Accounting policy
Categorisation within the hierarchy, measured or disclosed at fair value, has been determined based
on the lowest level of input that is significant to the fair value measurement as follows:
Level 1 – valued using quoted prices in active markets for identical assets or liabilities
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted
prices included within level 1
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable
market data
All of the financial assets and financial liabilities set out below are shown at fair value by reference to
valuation techniques using inputs that are not based on observable market data (level 3). In each case
the fair value approximates to the carrying value.
As at
As at
31st December
31st December
restated
1
2023
2022
£’000
£’000
Financial assets
Cash and cash equivalents
48,743
74,103
Trade and other receivables
16,809
16,654
Accrued income
6,730
6,227
Total financial assets
72,282
96,984
Financial liabilities
Trade and other payables
(12,687)
(10,223)
Accruals
(10,148)
(9,732)
Loans and borrowings
Undiscounted cash flows
(3,741)
(3,560)
Future interest payments
329
237
As presented
(3,412)
(3,323)
Total financial liabilities
(26,247)
(23,278)
1
Restated – see note 27
All financial assets and financial liabilities shown above, and loans and borrowings, are measured at
amortised cost. There have been no transfers between levels in any of the years.
22. Financial instruments
continued
Strategic Report
Governance
Financials
176
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Financial assets and financial liabilities
The Group’s financial assets are held at amortised cost. No assets are held at fair value through the
income statement.
The Group’s financial liabilities are held at amortised cost. No liabilities are held at fair value through the
income statement.
The Directors consider that the carrying amount for all financial assets and liabilities which are not held
at fair value through profit or loss approximates to their fair value.
Financial risk management
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk),
credit risk and liquidity risk. The Group’s overall risk management framework seeks to minimise
potential adverse effects on the Group’s financial performance.
(i) Risk management framework
The Group’s Board of Directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the
Group, to set appropriate risk limits and controls and to monitor risks and adherence to conditions and
the Group’s activities. The Group, through its training and management standards and procedures,
aims to maintain a disciplined and constructive control environment in which all employees understand
their roles and obligations.
(ii) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from the Group’s receivables
from customers. Trade receivables are assessed for risk of default by customers on a periodic basis
and terms of trade are adjusted accordingly. Management make their assessment of balances in
default on a customer-by-customer basis, following review of balances past due and using judgement
that the likelihood that the customer will fulfil the payment obligation is remote. This results in a write
off of the balance as irrecoverable.
Expected credit loss provisions are estimated using data in respect of both ageing of receivables and
management’s assessment of individual customers’ likelihood to settled their overall balances due.
The maximum credit risk exposure at the statement of financial position’s date is represented by the
carrying value of trade and other receivables (excluding prepayments) of £22,466k (2022: £21,642k),
and cash and cash equivalents of £48,743k (2022: £74,103k).
(iii) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset.
The Group had loan balances at 31st December 2023 and at 31st December 2022 with Triodos bank.
See note 18 for further details on repayment.
In November 2023, the Group entered into a facility agreement with its Parent Company EDF Energy
Customers Limited. The facility agreement makes available up to £30 million to the Group, up to
November 2028. The agreement has an interest rate of SONIA plus a margin.
The following tables detail the Group’s remaining contractual maturity for its financial assets and
financial liabilities:
As at 31st December 2023:
Less than
1–5
5+
1 year
years
years
Total
£’000
£’000
£’000
£’000
Trade and other payables
12,687
12,687
Accruals
10,148
10,148
Lease liabilities – future lease payments
1,237
1,418
2,655
Loans and borrowings
1,428
2,313
3,741
Future interest payments
(298)
(185)
(483)
Total financial liabilities as presented
25,202
3,546
28,748
As at 31st December 2022
1
:
Less than
1–5
5+
1 year
years
years
Total
£’000
£’000
£’000
£’000
Trade and other payables
10,223
10,223
Accruals
9,732
9,732
Lease liabilities – future lease payments
1,730
1,604
3,334
Loans and borrowings
3,045
515
3,560
Future interest payments
(299)
(123)
(422)
Total financial liabilities
24,431
1,996
26,427
1
Restated – see note 27
(iv) Foreign currency risk
Certain of the Group’s purchases are priced with reference to the US$ and as such the Group is exposed
to foreign exchange rate risk.
Strategic Report
Governance
Financials
177
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
23. Share-based payments
Charge to the income statement:
Year ended
Year ended
31st December
31st December
2023
2022
£‘000
£‘000
Equity-settled awards
1,676
4,431
Cash-settled awards
320
114
Charge in respect of employment tax liabilities
277
630
Total share-based payment expense
2,273
5,175
During the current and preceding financial year, the Group operated the following share-based payment
schemes. With the exception of the SIP, all of the schemes have equity-settled and cash-settled (phantom)
components. The cash-settled awards are held by employees outside of the UK. The fair value of the
liability in respect of cash-settled awards was adjusted at the reporting date based on the year end
share price.
The weighted average remaining contractual life of the awards is 8.3 years (FY2022: 7.4 years).
The exercise price of all share-based payment schemes is nil. Shares issued in relation to equity-settled
schemes are allotted first to the Group’s Employee Benefit Trust, and then issued at no charge to the
award holders.
No current or former Director exercised awards during the year.
IPO Restricted Share Award
The IPO Restricted Share Awards were a service-based award granted to senior management and
certain other employees at the time of IPO and vest over time subject to continued employment with
the Group.
Number of
No. of
shares for
shares for
Number
Number
which
Share
which
Awards
Awards
of shares
of shares
awards
price per
Exercise
awards
granted
vested
for which
for which
outstanding
Year
award
price of
Date of
outstanding
during the
during the
awards
awards
at 31st Dec
granted
(£)
award
vesting
at 1st Jan 2023
year
year
exercised
forfeited
23
2021
2.20
Nov–21
734,402
2,394
2,395
729,613
2021
2.20
Nov–22
665,647
10,056
655,591
2021
2.20
Nov–23
709,550
709,550
11,493
26,658
671,399
2021
2.20
Nov–24
95,776
27,440
68,336
2021
2.20
Nov–25
95,776
44,517
51,259
IPO Performance Share Awards
The IPO Performance Share Awards were granted to senior management and certain other employees
at the time of IPO, and vesting is subject to market conditions linked to the revenue and total
shareholder return performance of the Group.
Number of
No. of
shares for
shares for
Number
Number
which
Share
which
Awards
Awards
of shares
of shares
awards
price at
Exercise
awards
granted
vested
for which
for which
outstanding
Year
award
price of
Date of
outstanding at
during the
during the
awards
awards
at 31st Dec
granted
(£)
award
vesting
1st Jan 2022
year
year
exercised
forfeited
23
2021
2.20
Feb–24
876,952
263,411
613,541
2021
2.20
Feb–25
876,952
445,563
431,389
The charge in respect of the IPO Performance Share awards has been adjusted at the reporting date
for the fair value of the estimated achievement of the performance conditions, which are based on
revenue for the period FY2022 to FY2025.
All-employee SIP
The SIP was granted to all employees employed at the time of IPO, excluding senior management,
used to incentivise retention and reward contribution.
Number of
No. of
shares for
shares for
which
Share
which
Awards
Awards
awards
price at
Exercise
awards
granted
vested
Number of
outstanding
Year
award
price of
Date of
outstanding at
during the
during the
awards
at 31st Dec
granted
(£)
award
vesting
1st Jan 2023
year
year
forfeited
23
2021
2.40
Dec–24
432,000
66,000
366,000
23. Share-based payments
continued
Strategic Report
Governance
Financials
178
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
Long-term incentive plan (“LTIP”)
The LTIP was granted to senior management and certain other employees. The scheme is used to
incentivise retention and reward performance and vesting is based upon market and non-market
performance factors.
No. of
Number of
Share
shares for
Awards
Awards
shares for
price at
Exercise
which awards
granted
vested
Number of
which awards
Year
award
price of
Date of
outstanding at
during the
during the
awards
outstanding at
granted
(£)
award
vesting
1st Jan 2023
year
year
forfeited
31st Dec 23
2022
1.65
Feb–25
2,863,411
1,746,785
1,116,626
2023
0.75
Feb–26
4,679,124
917,059
3,762,065
The 2023 LTIP grant was valued using the Black-Scholes method based upon the
following assumptions:
Weighted average share price at grant date
0.75
Fair value of share award at grant date in respect of total shareholder return condition
0.55
Fair value of share award at grant date in respect of other performance conditions
0.75
Exercise price
Expected volatility
38.75%
Risk-free rate
4.48%
Life of scheme
3 years
Dividend yield
Volatility is based on trading history to date at time of valuation. As all share awards are nil-cost
options, volatility does not have an effect on the fair value.
The charge in respect of the 2023 LTIP awards has been adjusted at the reporting date for the fair
value of the estimated achievement of the performance conditions, which are based on Adjusted
EBITDA for FY2025, cashflows in FY2025, and the achievement of certain strategic goals of the Group.
The FY2023 award included 559,918 cash-settled awards. The charge in respect of these awards has
been re-measured at the reporting date to the share price as at that date.
Deferred share bonus plan
The first awards under the Group’s deferred share bonus plan were granted in March 2023 to senior
management and certain other employees, representing 30% of the 2022 annual bonus amount.
A total of 858,862 shares were awarded to scheme participants in recognition of performance targets
met under the terms of the scheme. These awards become exercisable 12 months from the date
of grant. Since grant, 195,119 awards have lapsed due to participants leaving employment with the
Group, leaving 663,743 awards which will be capable of exercise in the future, subject to meeting the
employment condition.
Treasury shares
Treasury shares are shares of Pod Point Group Holdings plc which are held by the Pod Point Group
Holdings plc Employee Share Trust for the purpose of issuing shares under the Group’s employee share
schemes. Shares issued to employees are recognised on a first-in-first-out basis.
The Trust acquires shares by allotment based on forecast requirements and holds them as treasury
shares until such time as they are issued in satisfaction of options which have vested and exercised.
When the options are exercised, the trust transfers the appropriate amount of shares to the employee.
Since exercises are at nil cost, there are no proceeds received at exercise.
The Trust was allotted 100,000 shares on 17th March 2023, and these remain held by the Trust.
The Employee Share Trust is consolidated into the results of the Group.
24. 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 potentially dilutive ordinary shares in the form of share options granted to employees.
However, as the Group has incurred a loss in the current and preceding financial year, the loss per
share is not increased for potentially dilutive shares.
Year ended
Year ended
31st December
31st December
2023
2022
£’000
£’000
Loss for the period attributable to equity holders
83,414
20,211
Weighted average number of ordinary shares in issue
154,104,570
153,405,628
Loss per share (basic and diluted)
(0.54)
(0.13)
Strategic Report
Governance
Financials
179
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
25. List of subsidiaries
The Group consists of a Parent Company, Pod Point Group Holdings plc, incorporated in the UK, a
subsidiary held directly by Pod Point Holdings plc (Pod Point Holding Limited), and further subsidiaries
held by Pod Point Holding Limited as listed below:
Name of
Country of
Principle
Registered
company
Classification
incorporation
activity
Ownership
address
Pod Point
Direct
United
Holding
100%
222 Grays Inn Road
Holding
Kingdom
Company
London
Limited
WC1X 8HB
Pod Point
Indirect
United
Development and
100%
222 Grays Inn Road
Limited
Kingdom
supply of equipment
London
and systems for
WC1X 8HB
electric charging
vehicles
Open
Indirect
United
Development and
100%
222 Grays Inn Road
Charge
Kingdom
supply of equipment
London
Limited
and systems for
WC1X 8HB
electric charging
vehicles
Pod Point
Indirect
Norway
Development and
100%
Engebrets vei 3,
Norge AS
supply of equipment
0275, Oslo, Norway
and systems for
electric charging
vehicles
Pod Point
Indirect
United
Development and
100%
222 Grays Inn Road
Asset One
Kingdom
supply of equipment
London
Limited
and systems for
WC1X 8HB
electric charging
vehicles
26. Related parties
Transactions with shareholders
During the year ended 31st December 2023, the Group had the following transactions with Group
Companies part of the EDF Group:
Sales of
Purchase of
goods
goods
Group Company
£’000
£’000
EDF Energy Limited
488
EDF Energy Customers Limited
3
During the year ending 31st December 2022, the Group had the following transactions with Group
Companies part of the EDF Group:
Sales of
Purchase of
goods
goods
Group Company
£’000
£’000
EDF Energy Limited
335
EDF Energy Customers Limited
390
Transactions with related parties who are not members of the Group
During the year ended 31st December 2023, the Group had the following transactions with Imtech
Inviron Limited, a related party which 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 £232k (2022: £180k)
Transactions with key management personnel of the Group
Key management personnel are defined as member of the Group’s Strategic Board and other
key personnel.
See note 7 for details of compensation of key management personnel. Certain employees hold shares
in the Group, including key management personnel.
Strategic Report
Governance
Financials
180
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
27. Prior year restatement
Commercial revenue accounting
In order to reflect the change in approach to commercial revenue recognition as set out in the
accounting policies note 2 above, costs and revenue relating to the installation work which had been
completed by 31st December 2021 and 31st December 2022 have been recognised.
The adjustment has resulted in commercial installation projects previously presented as work in progress
as at 31st December 2021 and 31st December 2022 being de-recognised from the balance sheet, and
presented within cost of goods sold. To reflect revenue, accrued income, inclusive of applicable expected
margin, has been recognised as a contract asset, where work had been performed in advance of
invoicing. At 31st December 2022, WIP has been reduced by £1,702k, accrued income increased by
£1,032k and deferred income reduced by £598k. At 31st December 2021, WIP has been reduced by
£2,123k, accrued income increased by £1,564k, deferred income reduced by £149k, and trade and
other payables reduced by £681k.
Balance sheet representation
Management have also presented previously existing accrued income and deferred income balances
at 31st December 2021 and 31st December 2022 as separate contract assets and liabilities, outside of
trade and other receivables and trade and other payables respectively. The effect at 31st December
2022 was to reduce trade payables by £11,431k and present the equivalent balance in deferred income,
and to reduce trade receivables by £5,195k and present the equivalent balance as accrued income,
prior to the adjustments described above. The effect at 31st December 2021 was to reduce trade
payables by £10,914k and present the equivalent balance in deferred income, and to reduce
trade receivables by £3,600k, and present the equivalent balance as accrued income, prior to the
adjustments described above.
Management have also identified a gross up adjustment made as at 31st December 2022 as previously
reported of £5,033k, which increased the reported amounts of trade and other receivables and trade
and other payables respectively. This adjustment was not appropriate, and has been reversed in the
restated figures for 31st December 2022.
The table below sets out the effect of these changes. No income statement amounts have been
re-presented in the year to 31st December 2022, as the effects on revenue, cost of sales, and gross
margin are not significant within that year.
These restatements have also resulted in changes to the prior year cashflow statement relating to
working capital movements. The net cashflow from operating activities remains unchanged.
Presentation of deferred tax assets and liabilities
Historically the Group has presented deferred tax liabilities and assets on the face of the balance sheet.
Deferred tax assets have been recognised only up to the level of deferred tax liabilities arising.
Since these assets and liabilities arise only in the UK, and since they therefore relate to income taxes
levied by the same tax authority on the same group of entities, and since there is an expectation that
the tax assets and liabilities will be realised simultaneously, these have been netted off in FY2023 and
in the comparative balance sheets presented.
Reserves reclassification
Management identified that on exercise of share-based awards in FY2022 and FY2021, a transfer
of share-based payment charge had been incorrectly made to credit the share premium account.
This transfer should have been made to credit retained earnings, and a correction has been made
as at 31st December 2022. This was identified as part of the review of Parent Company share-based
payment accounting, as described in note 38.
As previously
reported at
As restated at
Group
31st December
31st December
£’000
2022
Restatement
2022
Commercial revenue accounting
Current assets
Inventory – work-in-progress
1,819
(1,702)
117
Inventories – total
7,342
(1,702)
5,640
Contract assets – accrued income
6,227
6,227
Trade and other receivables
26,882
(10,228)
16,654
Total impact on current assets
(5,703)
Current liabilities
Contract liabilities – deferred income
(10,833)
(10,833)
Trade and other payables
(36,419)
16,464
(19,955)
Total impact on current liabilities
5,631
(72)
Reserves reclassification
Share premium
140,203
(316)
139,887
Impact on retained earnings as at 31st December 2022
38,467
244
38,711
Presentation of deferred tax
Non-current assets – deferred tax
5,670
(5,670)
Non-current liabilities – deferred tax
(5,670)
5,670
27. Prior year restatement
continued
Strategic Report
Governance
Financials
181
Notes to the financial statements
continued
Pod Point
Annual Report and Accounts 2023
As previously
As restated at
Group
reported at 31st
31st December
£’000
December 2021
Restatement
2021
Commercial revenue accounting
Current assets
Inventory – work-in-progress
Inventories – total
8,214
(2,465)
5,749
Contract assets – accrued income
5,164
5,164
Trade and other receivables
24,041
(3,601)
20,440
Total impact on current assets
(902)
Current liabilities
Contract liabilities – deferred income
(10,765)
(10,765)
Trade and other payables
(36,173)
11,595
(24,578)
Total impact on current liabilities
830
(72)
Reserves reclassification
Share premium
140,057
(158)
139,899
Impact on opening retained earnings as at
31st December 2021
58,678
86
58,764
Presentation of deferred tax
Non-current assets – deferred tax
7,379
(7,379)
Non-current liabilities – deferred tax
(7,379)
7,379
28. Post balance sheet events
There are no post balance sheet events requiring disclosure.
Capital commitments approved by the Board and existing at 31st December 2023 amounted to £nil
(2022: £nil).
29. 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 31st December 2023 and 31st December 2022, 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.
Strategic Report
Governance
Financials
182
Company statement of financial position
As at
As at
31st December
31st December
2023
2022 restated
1
Notes
£’000
£’000
Non-current assets
Loans to subsidiary undertakings
31
66,627
43,641
Investments in subsidiary undertakings
32
128,431
124,349
195,058
167,990
Current assets
Cash and cash equivalents
44,854
68,798
Trade and other receivables
33
1,641
1,137
46,495
69,935
Total assets
241,553
237,925
Current liabilities
Trade and other payables
34
(7,800)
(6,261)
Net current assets
38,695
63,674
Total assets less current liabilities, being net assets
233,753
231,664
As at
As at
31st December
31st December
2023
2022 restated
1
Notes
£’000
£’000
Equity
Called up share capital
36
154
154
Share premium reserve
139,887
139,887
Other reserves
8,327
6,651
ESOP reserve
(1,318)
(1,318)
Retained earnings
86,703
86,290
233,753
231,664
1
Restated – see note 38
Under section s408 of the Companies Act 2006 the Company is exempt from the requirement to present
its own income statement. The profit for the year to 31st December 2023 was £413k (2022 as restated:
£231k).
The accompanying notes on pages 184 to 189 form part of the financial statements.
Approved by the Board of Directors on 17th April 2024 and signed on their behalf by
David Wolffe
Chief Financial Officer
Pod Point
Annual Report and Accounts 2023
Strategic Report
Governance
Financials
183
Company statement of changes in equity
As at 31st December 2023:
Share
Share
Other
ESOP
Retained
capital
premium¹
reserves
reserve
earnings
Total
£’000
£’000¹
£’000
£’000
£’000¹
equity¹
Balance as at
1st January 2023 as restated
154
139,887
6,651
(1,318)
86,290
231,664
Profit after tax and total
comprehensive income for
the year
413
413
Share-based payments
charge
1,676
1,676
Balance as at
31st December 2023
154
139,887
8,327
(1,318)
86,703
233,753
1
As restated – see note 38
As at 31st December 2022:
Share
Share
1
Other
ESOP
Retained
capital
premium
1
reserves
reserve
earnings
Total
£’000
£’000
£’000
£’000
£’000
1
equity
1
Balance at 1st January 2022 as
previously stated
154
140,057
2,264
(1,318)
80,577
221,734
Restatement – see note 38
(158)
5,324
5,166
Balance as at 1st January 2022
as restated
154
139,899
2,264
(1,318)
85,901
226,900
Profit after tax and total
comprehensive income for
the year as restated
231
231
Issue of shares during the year
as restated
(158)
158
Equity-settled share-based
payments
4,545
4,545
Share issuance costs
(12)
(12)
Balance as at
31st December 2022
154
139,887
6,651
(1,318)
86,290
231,664
1
As restated – see note 38
Pod Point
Annual Report and Accounts 2023
Strategic Report
Governance
Financials
Notes to the Company financial statements
30. Accounting policies
Basis of preparation
Pod Point Group Holdings plc (“PPGH”) is a public limited company incorporated in the United Kingdom.
The address of the registered office is 222 Grays Inn Road, London WC1X 8HB. The balance sheet has
been prepared for the purpose of compliance with section 92(1)(b) and (c) of the Companies Act 2016.
The balance sheet has been prepared at 31st December, which is the financial year end of the Company.
The Company meets the definition of a qualifying entity under FRS 100 ‘Application of Financial
Reporting Requirements’ issued by the FRC. Accordingly, these financial statements were prepared
in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework (‘FRS 101’)’.
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of IFRS, but makes amendments where necessary in order to comply with
the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions
have been taken. The financial statements are prepared under the historical cost convention.
The functional currency of the Company is considered to be pounds sterling because that is the
currency of the primary economic environment in which the Company operates.
The Company financial statements have been prepared in accordance with FRS 101. In these financial
statements, PPGH applied the exemptions available under FRS 101 in respect of the following disclosures:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirement in paragraph 28 of IAS 1 to present comparative information in respect of
paragraph 79(a)(iv) of IAS 1
the requirements of paragraphs 10(d), 10(f) and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors
the requirements of paragraph 17 of IAS 24 Related Party Disclosures
the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based Payment’
the requirements in IAS 24 Related Party Disclosures to disclose related party transaction entered
into between two or more members of a group, provided that any subsidiary which is a party to the
transaction is wholly owned by such a member
the effects of new but not yet effective IFRS
Pod Point
Annual Report and Accounts 2023
184
As the consolidated financial statements of the Group include the equivalent disclosures, the Company
has also taken the exemptions under FRS 101 available in respect of the following disclosures:
Certain disclosures required by IAS 36: Impairment of assets in respect of the impairment of goodwill
and indefinite life intangible assets
Certain disclosures required by IFRS 3: Business Combinations in respect of business combinations
undertaken by the Company
As the consolidated financial statements of the Group include the equivalent disclosures, PPGH has
also taken the exemptions under section 408(4) of the Companies Act 2006, not to present its individual
income statement and related notes as part of the financial statements.
The accounting policies set out below, has unless otherwise stated, been applied consistently to all
periods presented in the Company financial statements. The accounting policies presented in note 2 of
the consolidated notes to the financial statements of PPGH also apply to the Parent Company, subject
to the exemptions listed above.
Going concern
The Directors have assessed the going concern position of the Group as a whole in note 2.6 above.
Interest income
Interest income is recognised as the interest accrues (using the effective interest method that is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial instrument).
Investment in subsidiary undertakings
Subsidiary undertakings are those entities controlled by the Company, and where the substance of
the relationship between the Company and the entity indicates that the entity is controlled by the
Company. The Company controls an entity when it is exposed, or has rights, to variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity.
Considerations in the assessment of control include:
the purpose and design of the entity
what the relevant activities are and how decisions about those activities are made
whether the rights of the Company give it the current ability to direct the relevant activities
whether the Company is exposed, or has rights, to variable returns from its involvement with the
entity
whether the entity has the ability to use its power over the investee to affect the amount of the
investor’s returns
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
30. Accounting policies
continued
The Company continues to assess whether it controls an entity if facts and circumstances indicate
that there changes to the elements of control. Investment in subsidiaries is recorded at cost and is
subsequently assessed for indicators of impairment. If such factors exist, a detailed impairment test
is carried out. Impairment is recognised in the income statement when the recoverable amount of
the Company’s investment is lower than the carrying amount of the investment. Upon disposal of
the investment in the entity, the Company measures the investment at its fair value. Any difference
between the fair value of the Company’s investment and the proceeds of disposal is recognised in
the income statement.
Financial instruments
Financial assets and liabilities are recognised on the Company’s balance sheet when the Company
becomes a party to the contractual provisions of the instruments. Financial assets and liabilities are
initially measured at fair value. Transaction costs that are directly attributable to the acquisition of
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair
value through the profit or loss) are added to or deducted from the fair value of the financial assets
or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable
to the acquisition of financial assets or financial liabilities at fair value through the profit or loss are
recognised immediately in profit or loss. The effective interest method is a method of calculating the
amortised cost of a financial liability or a financial asset and of allocating the interest expense over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts (including all fees and points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts), through the expected life of
the financial liability or asset or (where appropriate) a shorter period, to the net carrying amount
on initial recognition.
Financial assets
The Company’s financial assets are classified as subsequently measured at amortised cost, fair value
through other comprehensive income or fair value through profit or loss on the basis of both:
(a) the Company’s business model for managing of financial assets; and
(b) the contractual cash flow characteristics of financial asset.
Financial assets measured at amortised cost
Financial assets are classified as measured at amortised cost if both the following conditions are met:
(a)
the financial asset is held within a business model whose objective is to hold financial assets in
order to collect contractual cash flows; and
(b)
the contractual terms of financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Pod Point
Annual Report and Accounts 2023
185
Financial assets measured at fair value through other comprehensive income (“FVOCI”)
Financial assets are classified as measured at fair value through other comprehensive income if both
the following conditions are met:
(a)
the financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling the financial assets; and
(b)
the contractual terms of financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets measured at fair value through profit or loss (“FVTPL”)
Financial assets are measured at fair value through profit or loss unless it is measured at amortised
cost or at fair value through other comprehensive income.
Recognition of expected credit losses
The Company recognises a loss allowance for expected credit losses on financial assets measured
at amortised cost.
At each reporting date, the Company measures the loss allowance for a financial instrument at
an amount equal to lifetime expected credit losses if the credit risk on that financial instrument has
increased significantly since initial recognition. The expected credit losses are assessed considering
all reasonable and supportable information, including that which is forward-looking.
If at the reporting date the credit risk on a financial instrument has not increased significantly since
initial recognition, an entity shall measure the loss allowance for that financial instrument at an amount
equal to 12-month expected credit losses. The amount of credit losses (or reversal) is recognised in
profit or loss, as an impairment gain or loss at the reporting date.
De-recognition of financial assets
The Company de-recognises a financial asset when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset along with substantially all the risks and rewards of
ownership to a third party. On de-recognition of a financial asset in its entirety, the difference between
the asset’s carrying value, the sum of the consideration received and receivable, and the cumulative
gain or loss that had been recognised in other comprehensive income and accumulated in equity is
recognised in the income statement.
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
30. Accounting policies
continued
Financial liabilities and equity.
Financial liabilities as subsequently measured at amortised cost, except for:
(a)
financial liabilities at fair value through profit or loss – these include derivatives that are liabilities
which are subsequently measured at fair value.
(b)
financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition
or when continuing involvement applies.
(c)
financial guarantee contracts to which (a) or (b) does not apply are subsequently measured as
the higher of: the amount of loss allowance determined, or, the amount initially recognised less the
cumulative amount of income recognised.
(d)
commitments to provide a loan at below market interest rate to which (a) or (b) does not apply are
subsequently measured as the higher of: the amount of loss allowance determined, or, the amount
initially recognised less the cumulative amount of income recognised.
(e)
contingent consideration recognised as an acquirer in a business combination which is measured
at fair value through profit or loss.
Borrowings
All borrowings are initially recorded at fair value. Borrowings are subsequently carried at amortised
cost, with the difference between the proceeds, net of transaction costs, and the amount due on
redemption being recognised as a charge to the income statement over the period of the relevant
borrowing. Interest expense is recognised based on the effective interest method and is included in
finance costs. Borrowings are classified as current liabilities unless the Company has an unconditional
right to defer settlement of the liability for at least 12 months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the
cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.
If payment is deferred and the time value of money is material, the initial measurement is on a present
value basis.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described in this note, the Directors
are required to make judgements (other than those involving estimations) that have a significant
impact on the amounts recognised and to make estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
Pod Point
Annual Report and Accounts 2023
186
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only
that period, or in the period of the revision and future periods if the revision affects both current and
future periods.
In the view of the Directors, the critical accounting judgements which affect the Company’s financial
statements relates to recoverability of the investment held in the Parent Company as there is an
indicator of impairment at the reporting date. The Directors have assessed the carrying value of the
investment as set out below.
31. Financial assets
As at
31st December
2023
£’000
As at
31st December
2022 resated
1
£’000
Loans to subsidiaries
66,627
43,641
1
Restated – see note 38
The Company has granted a loan to its subsidiary Pod Point Holding Limited. This loan is unsecured
and accrues interest LIBOR plus a margin of 7.3%. The amount is repayable on demand. The balance
of this loan at 31st December 2023 was £42,452k (31st December 2022: £22,189k).
At 31st December 2023, the loans to subsidiaries balance also included £24,175k (31st December 2022:
£21,452k) of intercompany receivable balances due from subsidiaries which are interest free and
repayable on demand.
The Directors expect that repayment of all loans is likely to occur more than 12 months from the
balance sheet date, and therefore these balances are presented as non-current.
The Directors have considered the recoverability of loans to subsidiaries in light of the trading
performance of those subsidiaries and of the Group as a whole. While the Group is currently
lossmaking, the Directors expect the Group to begin cash generative trading during 2026. The
assessment resulted in an immaterial credit loss provision.
Loans to subsidiaries are held at amortised cost.
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
32. Investments in subsidiary undertakings
As at
31st December
2023
£’000
As at
31st December
2022 restated
1
£’000
1
Investments
128,431
124,349
1
As restated – see note 38
The Directors have considered the recoverable value of the investment of the Company in its subsidiary
Pod Point Holding Limited. The recoverable value represents the value in use of the trading business
conducted by the subsidiaries of Pod Point Holding Limited.
A post-tax weighted-average cost of capital (“WACC”) of 12.7% (2022: 13.0%) was used to discount
forecast cash flows, along with a terminal growth rate of 1.7%, based on UK GDP forecasts, to
extrapolate cash flows beyond the forecast period.
The WACC of 12.7% is equivalent to a pre-tax discount rate of 17.0% (2022: 16.0%). Management
considers that the inputs into the WACC model appropriately consider recent increases to risk-free
rates and the estimated optimal long-term capital structure based on a market participant’s view.
Based on the Directors’ assessment of the risks associated with each business segment, a single WACC
for each segment was considered appropriate.
The recoverable amount determined through this value-in-use test is in excess of its carrying value,
however the headroom, at £3.6 million, is small in the context of the investment amount. A significant
proportion of the recoverable value arises within the International and, especially, Energy Flex
cash-generating units.
The future performance of these CGUs is especially uncertain, since they represent activities of the
business which have been launched recently. These business units are forecast to grow significantly,
to represent by FY2030 17% (Energy Flex) and 29% (International) of the total business by revenue.
Due to the inherent uncertainty within the forecasted results of the Energy Flex and International CGUs,
any significant reasonably possible underperformance against forecast in any of the cash-generating
units would result in the carrying value of the investment being in excess of the recoverable amount. In
particular, value to the Group generated per charger (home and workplace) for qualifying and opted-in
customers, is forecast to grow by a CAGR of 26% between FY2024 and FY2030. A reasonably possible
lower CAGR in this metric of 21% would result in an impairment of investment of £27.7 million.
A reduction in terminal growth rate to 1.0% would lead to an impairment of investment of £8.2 million.
An increase in pre-tax discount rate of 2% would lead to an impairment of investment of £43.5 million.
Additionally, a 0.1% increase in discount rate would lead to the carrying value of the investment being
in excess of the recoverable amount.
Pod Point
Annual Report and Accounts 2023
187
The Company’s subsidiary undertakings at 31st December 2023, which are incorporated in the United
Kingdom and are registered and operate in England and Wales, or Scotland (unless otherwise stated),
are as follows:
Name of
Company
Classification
Country of
incorporation
Principal
activity
Ownership
Registered
address
Pod Point
Holding
Limited
Direct
United
Kingdom
Holding
Company
100%
222 Grays Inn Road
London
WC1X 8HB
Pod Point
Limited
Indirect
United
Kingdom
Development and
supply of equipment
and systems for electric
charging vehicles
100%
222 Grays Inn Road
London
WC1X 8HB
Open
Charge
Limited
Indirect
United
Kingdom
Development and
supply of equipment
and systems for electric
charging vehicles
100%
222 Grays Inn Road
London
WC1X 8HB
Pod Point
Norge AS
Indirect
Norway
Development and
supply of equipment
and systems for electric
charging vehicles
100%
Engebrets vei 3,
0275, Oslo,
Norway
Pod Point
Asset One
Limited
Indirect
United
Kingdom
Development and
supply of equipment
and systems for electric
charging vehicles
100%
222 Grays Inn Road
London
WC1X 8HB
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
33. Trade and other receivables
Year ended
31st December
2023
£’000
Year ended
31st December
2022 restated
1
£’000
Prepayments
294
232
Other taxation and social security
1,347
905
1,641
1,137
1
As restated – see note 38
34. Trade and other payables
Year ended
31st December
2023
£’000
Year ended
31st December
2022
£’000
Other liabilities
491
97
Trade payables
586
Accruals
801
972
Amounts owed to Parent Group undertakings
320
320
Intercompany payable
6,188
4,286
7,800
6,261
Amounts due to Group companies are interest free and repayable on demand. Intercompany payable
balance in the prior year related to payroll and other costs paid by subsidiary companies.
35. Taxation
The Company has the following temporary differences for which no deferred tax asset has
been recognised:
Year ended
31st December
2023
£’000
Year ended
31st December
2022 as
restated
£’000
Tax losses
774
Short-term timing difference
213
295
213
1,069
Pod Point
Annual Report and Accounts 2023
188
36. Called up share capital and reserves
As at 31st December 2023
As at 31st December 2022
Number
£’000
Number
£’000
Allotted, called up and fully paid:
Ordinary shares of £0.001 each
154,125,118
154
154,025,118
154
On 17th March 2023, 100,000 new shares were issued and allotted to the Group’s Employee Benefit Trust,
bringing the total issued share capital to 154,125,118 at 31st December 2023.
On 7th September 2022, 2,394 shares were issued, and on 20th December 2022, 70,187 shares were
issued with nominal values of £0.001 following an exercise of IPO Restricted Share Awards, bringing
the total issued share capital to 154,025,118 at 31st December 2022.
Share premium
The share premium reserve reflects the excess over nominal value arising on the issue of ordinary shares.
Other reserves
Other reserves includes the share-based payment charge on share options issued to employees of
Group companies.
ESOP reserve
The ESOP reserve represents the value associated with the shares issued pursuant to the employee SIP
and other share plans.
Accumulated losses
Accumulated losses reserve represents the accumulated losses of the Company generated through
business activities.
37. Directors and employees
All employees of the Company are also Directors. The average number of employees employed by
the Company for the year ended 31st December 2023 is 7 (2022: 3).
The assessment of qualifying services provided to the Company has changed in the current period,
and in the view of the Directors all services in the current and preceding year were provided to
subsidiary undertakings. Remuneration in respect of the employees and Directors of the Company
was therefore £nil in the current year and the prior year has been restated to reflect a nil charge.
See note 38 for a summary of the effect of the prior year restatement.
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
38. Prior year restatement
Historically, Pod Point Group Holdings Plc has borne the full cost of share-based payment schemes
operated by the Group. During FY2023, a restatement has been made to reflect share-based payment
costs relating to employees of Pod Point Limited for FY2022 and FY2021 in the retained earnings of Pod
Point Limited.
Historically, Pod Point Group Holdings Plc has borne the full cost of emoluments of the Directors of
the Group, who are also Directors of the Company. During FY2023, a restatement has been made to
recharge Director costs to Pod Point Limited, as the company receiving qualifying services, for FY2022
and FY2021 in the retained earnings of Pod Point Limited.
The adjustments described above have led to a credit in the retained earnings of Pod Point Group Holdings
Plc and an increase in the Company’s cost of investment in subsidiaries as at 31st December 2022.
During FY2023, the Directors re-assessed the presentation of £21,452k of intercompany receivables
presented as current receivables as at 31st December 2022. Given the financial position of the entities
from which these amounts were due, the Directors assess that, at 31st December 2023 and 31st
December 2022, it was not likely that repayment would be made within 12 months of the balance sheet
date. Accordingly, at 31st December 2022, these amounts have been re-presented as non-current assets.
During FY2023, a requirement for a reserves transfer relating to share-based awards exercised in
FY2022 and FY2021 from share premium to retained earnings has been identified and reflected in
the balance sheet as at 31st December 2022.
Company
£’000
As previously
reported at 31st
December 2022
Restatement
As restated at
31st December
2022
Recharge accounting
Non-current assets
Investment in subsidiaries
112,596
11,753
124,349
Presentation of intercompany balances
Loans to subsidiary undertakings
22,189
21,452
43,641
Trade and other receivables
22,589
(21,452)
1,137
Reserves reclassification
Share premium
140,203
(316)
139,887
Impact on retained earnings as at 31st December 2022
74,221
12,069
86,290
Pod Point
Annual Report and Accounts 2023
189
39. Ultimate controlling party
At 31st December 2022, EDF Energy Customers Limited holds a 53.83% interest in the Company and
is considered to be the immediate Parent Company. Copies of that Company’s consolidated financial
statements may be obtained from the registered office at 90 Whitfield Street, London, W1T 4EZ and is
the smallest group for which consolidated financial statements are prepared.
At 31st December 2021 and 31st 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.
Governance
Financials
190
Pod Point
Annual Report and Accounts 2023
Strategic Report
Glossary
IFRS
International Financial Reporting Standards, as adopted by the
European Union
IPO or Admission
the Admission of the shares to the premium listing segment of the
Official List and to trading on the London Stock Exchange’s Main
Market for listed securities on 9th November 2021
KPI
key performance indicator
kW
kilowatt
kWh
kilowatt hour
LCM
Local Constraint Market
LEVI
Local Electric Vehicle Infrastructure
Net zero
Net zero means that the total greenhouse gas emissions would be
equal to the emissions removed from the atmosphere, with the aim
of limiting global warming and resultant climate change
Non-Executive Directors
the Non-Executive Directors of the Company
OCPP
the Open Charge Point Protocol – an application protocol for
communication between electric vehicle (EV) chargepoints and
a central management system
OEM
original equipment manufacturer
OZEV
Office for Zero Emission Vehicles
PHEV
plug-in hybrid electric vehicle
PiV
plug-in electric vehicle
Pod Point Group
Pod Point Group Holdings plc, consolidated with its subsidiaries
RCF
Rapid Charging Fund
REGO
Renewable Energy Guarantees of Origin
Relationship Agreement
the relationship agreement entered into between the Company
and EEC
REX
range-extended vehicle
SASB
Sustainability Accounting Standards Board
SDGs
UN Sustainable Development Goals
SECR
Streamlined Energy and Carbon Reporting
Shares
the ordinary shares of the Company
AC
alternating current
Admission or IPO
the admission of the shares to the premium listing segment of the
Official List and to trading on the London Stock Exchange’s Main
Market for listed securities on 9th November 2021
Articles
the articles of association of the Company as adopted upon admission
BEV
battery electric vehicle
BNEF
Bloomberg New Energy Finance
Board
the Board of Directors of the Company
CMA
the Competition and Markets Authority
Company or Pod Point
Pod Point Group Holdings plc
Controlling Shareholder
means a shareholder who exercises or controls on their own or
together with any person with whom they are acting in concert, at
least 30% or more of the votes able to be cast on all or substantially
all matters at general meetings of the Company
DC
direct current
Directors
the Directors of the Company
DSO
Distribution System Operators
EDF
Électricité de France S.A.
EECL
EDF Energy Customers Limited
ESG
environmental, social & governance
EU
The European Union
EV
electric vehicle
EVHS
OZEV’s Electric Vehicle Homecharge Scheme
Executive Directors
the Executive Directors of the Company
FTE
full-time equivalent employee
GHG
greenhouse gases
Governance Code
the UK Corporate Governance Code published by the Financial
Reporting Council, as amended
Group
The Company and its subsidiaries
ICE
internal combustion engine
Governance
Financials
191
Pod Point
Annual Report and Accounts 2023
Strategic Report
Registered office
222 Grays Inn Road
London
WC1X 8HB
Auditor
KPMG LLP
15 Canada Square
London
E14 5GL
Banker
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London
E14 4BB
Legal Counsel
Freshfields Bruckhaus Deringer LLP
100 Bishopsgate
London
EC2P 2S
Tax advisor
Grant Thornton UK LLP
Grant Thornton House
Melton Street, Euston Square
London
NW1 2EP
Registrar
Equiniti Ltd
Aspect House,
Spencer Road,
Lancing, West Sussex
BN99 6DA
Brokers
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Numis
45 Gresham Street
London
EC2V 7BF
SID
Senior Independent Director
Smart chargepoints
Pod Point’s Smart, Wi-Fi or mobile enabled EV chargepoints
Smartcharge Regulations
The Electric Vehicles (Smart Charge Points) Regulations 2021
Smart Reporting
Pod Point’s management information system
SMEs
small and medium-sized enterprises
SMMT
Society of Motor Manufacturers and Traders
TCFD
Task Force on Climate-related Financial Disclosures
WCS
the UK Government’s Workplace Charging Scheme
WEEE Regulations
Waste Electrical and Electronic Equipment Regulations 2013
Well-to-wheel
Well-to-wheel emissions include all emissions related to fuel
production, processing, distribution, and use
ZEV
zero emission vehicle
Glossary
continued
CBP024521
Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the PAS2060 standard.
Printed on material from well-managed, FSC
certified forests and other controlled sources. This publication was printed by an FSC
certified printer
that holds an ISO 14001 certification.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets the chemical requirements of the Nordic Ecolabel
(Nordic Swan) for printing companies, 95% of press chemicals are recycled for further use and, on average 99% of any waste associated with this
production will be recycled and the remaining 1% used to generate energy.
The paper is Carbon Balanced with World Land Trust, an international conservation charity, who offset carbon emissions through the purchase and
preservation of high conservation value land. Through protecting standing forests, under threat of clearance, carbon is locked-in, that would
otherwise be released.
Pod Point Group Holdings PLC
222 Gray's Inn Road
London
WC1X 8HB