ORBITAL_PROJECTS_(HOLDING - Accounts

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Orbital Projects (Holdings) Limited is a private company limited by shares incorporated in Scotland. The registered office is Innovation Centre, Orkney Hatston Pier Road, Kirkwall, United Kingdom, KW15 1ZL.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

In adopting the going concern basis for preparing these financial statements, the Board has considered the Company and wider Orbital group’s business activities, together with factors likely to affect its future development, its performance and principal risks and uncertainties.

In assessing whether the financial statements should be prepared on a going concern basis, the Directors have considered a period of twelve months from the date of approval of these financial statements. The material uncertainty, which may impact the company's ability to meet its liabilities as they fall due, is the ability of the Company to make it’s commitments in relation the debt provided by the Scottish National Investment Bank. The company is reliant upon the support of it’s parent, Orbital Marine Power Limited, in order to continue to meet these obligations.

The Directors clearly disclose here that as a technology development company, Orbital Marine Power Limited continues to rely largely on equity investment and grant awards to meet its ongoing funding requirements. At the date of signing, similar to previous years, further sources of funding will be pursued within the next twelve months to support the ongoing commercialisation and growth strategy of the business.

Orbital is eligible to drawdown already secured funds through the Horizon 2020: Forward 2030 Green Deal award to support the design and build of its next generation tidal turbine and further funds from the final stages of the EU supported cost reduction TiGER project through the European Regional Development Fund via the Interreg France (Channel) England Programme. Significant additional funding has also recently been secured through the Maxblade project, a program funded by the European Union and UK Research and Innovation which specifically aims to deliver a range of innovations to improve the performance of tidal turbines and reduce costs. This will also support the design and build of Orbital’s next generation tidal turbine.

The Directors have assessed the year end cash position of Orbital Marine Power Limited, the grant awards secured and targeted plus progress being made for ongoing growth equity and project finance fundraising.

The Directors are encouraged by the commercial progress being made by the company and are confident that the existing and forecast cash runway is sufficient to meet liabilities and forecast costs for a period of time that allows additional and ongoing investment to be secured for Orbital Marine Power Limited.

Target investment of a minimum £5m of new equity and / or debt funding is targeted in the next 12 months across the group to supplement the already secured funding through the period and to accelerate and deliver the short term business and strategic objectives of the company.

As such, the Directors have concluded that given the commercial success in securing UK contracts for difference in UK Auction Round 4, the operational performance of the O2 turbine, the successful equity and debt fundraising completed in 2021 and 2022, plus ongoing success in securing significant grant funded program awards, it is appropriate to continue to adopt the going concern basis of accounting for the preparation of these annual accounts

These financial statements do not include any adjustments to the balance sheet value for assets and their recoverable amounts or to provide further liabilities which may arise if the going concern basis of preparation is inappropriate.

The company was incorporated on the 7 December 2021 and therefore, the accounts comprise the results for the period from this date to 31 December 2022.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The company has considered the future net present value of the investments made by the entity, and on this basis, do not consider the investment to be impaired. This assessment is made annually by the directors.

The company has no employees.

Directors are remunerated through the parent company, Orbital Marine Power Limited.

Details of the company's subsidiaries at 31 December 2022 are as follows:

All entities noted above have the registered address of Innovation Centre - Orkney, Hatston Pier Road, Kirkwall, Orkney, Scotland, KW15 1ZL.

Post year end, a further 3 project companies have been created being Orbital Projects 7 Limited, Orbital Projects 8 Limited and Orbital Projects 9 Limited. Orbital Projects (Holdings) Limited owns 100% of the ordinary share capital of these entities and therefore, Orbital Marine Power Limited indirectly owns 100% of these entities.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

On 30 June 2022, the company's subsidiary, Orbital Marine Power (Orkney) plc, successfully completed the £10,523,773 refinance of the Abundance debenture providing a full return of capital and interest to its over 2,200 investors. New investment was raised to repay the Debentures and provide long term finance for the operational stage of the project. A longer term operational debenture of £4 million was raised through Abundance in a new offer that will enable the long term operations of the O2.This new debenture was matched by £7 million of equity funding into Orbital Marine Power (Orkney) plc from within the Orbital group, £4 million of which is introduced by way of a debt instrument invested in Orbital Projects Holdings Limited secured from the Scottish National Investment Bank.

Orbital Projects (Holdings) Limited have granted a floating charge over the property of the company in favour of Scottish Investments Limited in respect to amounts due to Scottish Investments Limited of £4,047,735. The loan is amortising and will be fully repaid in June 2034.

Orbital Marine Power (Orkney) PLC have granted an assignation in security alongside a fixed and floating charge over the property of the company in favour of Abundance Security Trustee Limited (Abundance) in respect of amounts due to Abundance of £3,750,470. The loan is amortising and will be fully repaid in June 2034.

Each ordinary share carries one vote and the right to participate in a distribution of capital on winding up, and is not redeemable. All shares rank pari passu.

Share capital of £4,020,001 is pledged as security in favour of Scottish Investments Limited.

Profit and loss reserves are the cumulative net profits or losses in the statement of comprehensive income

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

We draw attention to note 1.3 of the company accounting policy which indicates that the ability of the company to continue as a going concern is subject to material uncertainty around securing additional funding during the next 12 months from the signing of the financial statements in order to fulfil its operational objectives. As stated in Note 1.3, these events or conditions, along with other matters as set forth in Note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

The company has taken advantage of the exemption available in accordance with section 35 of FRS102 section 1A 'Related parties disclosures' not to disclose transactions with wholly owned group companies.

The parent and ultimate controlling party is Orbital Marine Power Limited. The registered office is Innovation Centre, Orkney Hatston Pier Road, Kirkwall, United Kingdom, KW15 1ZL.