CNG_FUELS_LTD - Accounts

The directors present the strategic report for CNG Fuels Ltd (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 March 2023.

The principal activity of the Company and Group continues to be that of the construction, development and operation of compressed natural gas (Bio-CNG) fuelling stations in the UK. The directors consider the results for the year and the financial position at the year end to be satisfactory. The Company is still in its growth stage of the life cycle of the business and it is acknowledged that this will be a period of high expenditure. Despite this the directors take confidence from a 25% increase in the number of operating CNG fuelling stations and a 54% increase in gas volume distributed in the year from last year. The Directors do not anticipate any changes in the Company’s and Group’s principal activity going forward.

The Company caters predominantly to the high mileage Heavy Goods Vehicle (HGV) segment, where customers run regular operating cycles with predictable refuelling patterns. The business charges a fixed margin to customers on volumes of Bio-CNG dispensed and passes through the cost directly of the fluctuating wholesale natural gas price and prevailing fuel duty rates determined by HMRC.

The Company mass balances renewable biomethane from waste feedstocks through the natural gas pipeline grid to match the quantities of Bio-CNG dispensed to provide customers with a 100% renewable and sustainable low carbon fuel for their vehicles. RTFS is the exclusive supplier of Biomethane to CNG Fuels, supplying on a back to back nil mark-up basis and has done so since early 2017.

The Company develops sites for CNG stations to a ‘shovel-ready’ state at which point it sells them to CNG Foresight Limited, its associate company which is jointly held. Accordingly, CNG Foresight owns the majority of the previously developed CNG stations as well as those under construction at the end of the accounting period. The development of each site is then managed by the Company as the contractor under fixed price engineering, procurement and construction ("EPC") agreements with CNG Foresight, with the latter company utilising funds provided by the Foresight Investment Group, an unrelated third party. Once completed the Company operates the stations on behalf of CNG Foresight for an ongoing service fee in addition to its ownership stake in the associate company. The Foresight Investment Group has agreed to provide funding of up to £100m to CNG Foresight in relation to this site development programme and during the year deployed an additional £30m of such funds, taking the total advanced to date up to £74m.

The Company completed development and commenced operations at several locations during the year. CNG stations funded and owned by jointly held CNG Foresight opened in Castleford and Knowsley, being the 9th and 10th operational sites. The Company also commenced development of a station in Newton Aycliffe; Corby and Bangor, which are all funded through the CNG Foresight entity. During the year it also completed work on its site in Saturn Park, Knowsley, which grew its trailer based refuelling operations for multiple fleet customers on site including the local Liverpool City Council refuse fleet.

The Company took ownership of the UKs first two high powered 6x2 Iveco made CNG tractor units for customers to run additional trials, expanding the possible operational applications of Bio-CNG haulage and the customer market size.

Results and dividends

The loss for the financial year amounted to £4,404,079 (2022: £3,083,282 loss) as shown on page 15 and the net liabilities of the Group amounted to £1,994,010 (2022: £1,826,440 net assets) as shown on page 16.

Revenue has increased significantly in the year due to an increase of natural gas distribution of 54% combined with a dramatic increase in the market price of natural gas throughout the 2023 financial year. The natural gas cost has risen at the same rate as the revenue, and therefore this is not a driver of movement in the result for the year. The decline in net assets are primarily the impact of the total comprehensive loss for the year, which was driven principally by significant increases in administrative expenditure of the Group.

The primary commercial business risks and uncertainties affecting the Group relate to considerations specified below. In addition to these risks, the Group is also exposed to cash flow, credit, liquidity and foreign exchange risk. Details of management policies to mitigate these risks are detailed in notes 20, 24 and 27 to the financial statements.

Significant incident or failure at a station

The business supplies compressed natural gas to vehicles that run solely on that fuel, so the loss of availability of supply for customers could materially dent the confidence and slow uptake of the fuel as an alternative to diesel.

Loss of key employees

The business has developed an end-to-end solution for the origination, development and operation of its refuelling stations, and due to their unique nature has critical know-how dispersed through the growing workforce.

Biomethane supply materially impaired

Customers principally adopt compressed biomethane as a fuel for their carbon-saving credentials. The Company has supplied 100% of its Bio-CNG as Renewable Transport Fuel Obligation ("RTFO")-approved biomethane since September 2016, but any systematic impairment to the supply from sources or countries would affect the carbon saving credentials to an extent.

Ongoing Funding Risk

The business is rolling out a rapidly expanding network of Bio-CNG stations to meet growing customer demand, and the continued growth of the network is central to the customer adoption thesis. The sites are capital intensive to develop and therefore the business needs access to reliable and regular sources of funds to continue to develop the stations at an increasing rate.

Competition Risk

The business faces competition from diesel and other mass adoptable alternative fuels that it does not supply including Liquified Natural Gas (LNG) and HVO. These fuels have their own unique characteristics which make them attractive as alternatives, however, on balance, the business feels that market interest is trending towards Bio-CNG as the preferred fuel for the transition towards zero carbon transport.

Policy Risk

The business is supported by two principal government-implemented policies and frameworks, the RTFO and the reduction in fuel duty on natural gas compared with diesel.

The RTFO framework is viewed as a robust piece of low carbon transport legislation with no end date and increasing obligations to supply renewable fuels continuing to increase until 2032. The business can generate Renewable Transport Fuel Certificates by supplying RTFO-approved biomethane. These, in turn, enable it to purchase growing supplies of biomethane to meet customer needs.

An HMRC implemented fuel duty differential was extended in 2019 until 2032 at 24.7p/kg against 57.95p/litre of diesel, roughly a two-thirds saving of duty on an energy equivalent basis, and this differential is a direct benefit to customers to enable them to have reasonable payback period on the additional capital expenditure of buying vehicles that are more expensive to purchase than diesel equivalents. During the year the fuel duty price on natural gas was decreased in proportion with the decrease in the fuel duty level on diesel as part of a treasury policy to reduce costs for road users due to soaring energy costs.

Technology Risk

Biomethane uptake as an alternative to diesel relies on continued support from the original equipment manufacturers (OEM) development of CNG heavy goods vehicles (HGVs) suitable for our customers’ needs. CNG vehicles are currently produced for UK use in multiple models by two OEMs, Scania and Iveco.

Alternative fuels such as hydrogen and electrically powered vehicles are not yet ready for early adoption due to availability and cost of the vehicles and fuel supply constraints, and therefore the business does not view the adoption of these vehicles as direct competition to the uptake of CNG vehicles running on biomethane for the foreseeable future.

Sustained dislocation in input or product prices

Customers in the haulage industry are sensitive to the cost of fuel in their supply chains, so the price at which biomethane can be supplied to its HGV fleets is important to be competitive with diesel as an alternative. Sustained high gas prices, a high electricity price to compress the gas, or a low or negative gas to diesel price spread could impair the speed of uptake of the vehicles, although with adoption underway and commercial benefits to running a low carbon fleet there would likely continue to be a trend towards biomethane as the only mass adoptable alternative to diesel currently market ready.

Ukraine Russia Conflict

The Ukraine-Russian conflict which was ongoing during the accounting period has led to significant dislocation of energy and commodity markets worldwide. These have led to a substantial increase in natural gas and electricity prices in the United Kingdom, whilst the UK and Europe look for alternative suppliers for their energy needs. Energy prices, including diesel and natural gas as competitive fuels have been volatile and will remain so for the duration of the conflict. Sanctions against Russia and curtailing of Ukraine’s ability to produce and export regular goods and commodities have led to some supply chain disruptions to equipment providers and truck manufacturers and these will continue to be intermittent in nature until the resolution of the conflict. The business is working with suppliers of energy and equipment to mitigate the effects of volatility in pricing and supply chain issues to the extent possible.

Inflation

A combination of COVID-19 and the Ukraine-Russia conflict, and a period of sustained low interest rates globally has led to an increased inflation environment that the business operated in for the final four months of the accounting period and is ongoing post-accounting period. This has led to inflation across the business in energy prices and some critical equipment manufactured for both new stations and the maintenance of existing ones. Price increases are being monitored and will affect margins for the business and customers’ ability to purchase fuel at higher prices and buy new vehicles to some extent as the economic outlook for the country remains unclear. The business does not have significant direct exposure to interest rate increases by the Bank of England to mitigate the high inflation.

Key Performance Indicators (KPIs) help the board assess performance against Group priorities set out during the year.

• Volumes: The Company grew volumes dispensed at the operating stations by 54% through the period, an increase that reflected both additional numbers of customers as well as existing customers replacing larger numbers of diesel tractor units with CNG tractor units within their annual replacement cycles.

• Employees: During the year the Company increased the average number of employees from 38 to 60, adding substantially to the land origination team, as well as several HGV drivers to strengthen the businesses mobile refuelling capabilities and an in-house counsel to strengthen corporate governance.

• Station pipeline: The Company increased the size of the station pipeline for future development from around thirty five active investigations to more than one hundred being considered and under negotiation.

• Biomethane secured: The business supplied 100% RTFO-approved renewable biomethane from waste feedstocks to its customers every quarter of the year, meaning no fossil natural gas was supplied at all into customers’ vehicles providing them with the maximum reportable carbon savings available for the vehicles.

• UK capacity and coverage: The Company opened two stations during the year increasing its refuelling capacity for high mileage HGVs from 4000 to around 5000, against a total market size of around 130,000 vehicles in the segment.

The principal activities of the Company and the Group are expected to remain unchanged going forward.

In the new financial year commencing April 2024, the Group is expecting to commence operations at three new sites in Newton Aycliffe, Corby and Bangor before the end of the second quarter. The development of three new sites in Livingston, Aylesford and Doncaster will also commence.

Directors of the Company must act in the way which 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. They must do so in accordance with a set of general principles and duties. These duties are detailed in Section 172 of the Companies Act 2006, summarised as follows:

• Consider the likely consequences of any decisions in the long term,

• Consider the interests of the Company’s employees,

• Need to foster the Company’s business relationships with suppliers, customers and other key stakeholders,

• Review and assess the impact of the Company’s operations on the community and the environment,

• Maintain a reputation for high standards of business conduct, and

• Act fairly between members of the Company.

In discharging its Section 172 duties the Board has considered the factors set out above and the views of key stakeholders, including the creditors of the Company.

The directors consider the needs of various stakeholders of the Company and the wider Group, and ensure engagement, consultation and action with such groups, to the appropriate degrees. This is crucial for building and maintaining positive relationships to help facilitate the long term success of the Group.

The directors have identified the following key stakeholder groups, the reasons for their importance and how the Company actively engages with them to support the ethos of Section 172:

Employees

Our people are fundamental to achieving success as a business and reaching strategic milestones set by the board. We aim to attract the very best talent, and equip our employees with the skills they need to continue to grow the business.

Customers

We engage with our customers to understand their changing needs and ensure we are able to adapt.

Suppliers

We rely on the ability and performance of our suppliers to deliver our principle business activities and we will continue to build strong partnerships with those suppliers.

Shareholders

We depend on the support our investors provide and we aim to ultimately return value to our shareholders by carrying out the strategy set by the directors.

Communities in which we operate

We engage with local councils and communities before developing stations in those areas. Environmental assessments are an important part of the rollout and development of our stations.

Long term decision making

We have ambitious goals in the long term as a key provider of renewable alternative Fuels in the UK. Long term decision making is key for us to continue to keep up with growing demand and to ensure our position within the industry for the foreseeable future.

Maintaining a reputation for high standards of business conduct

We endeavour to act ethically and socially responsible with all of our stakeholders in order to maintain high standards of business conduct.

Act fairly between members of the company

There is a delicate balance in delivering the long term strategy of the Company and the impact on stakeholders. When making decisions we take into consideration the impact of all stakeholders and endeavour to act in a way that is fair to all stakeholders of the Company.

Approved by the board and signed on its behalf by:

The directors present their annual report and financial statements for the year ended 31 March 2023.

The principal activity of the group continued to be that of the construction, development and operation of compressed natural gas fuelling stations in the UK.

The results for the year are set out on page 15.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by section 234 of the Companies Act 2006. This was in force throughout the financial period and still in force at the time of approving the financial statements.

Information on the way in which the Directors have had regard to fostering business relationships with key stakeholder groups, and principal decisions and policies around such relationships, are detailed in the Group Strategic Report.

On 5 May 2023, the shareholders of CNG Fuels Ltd undertook a share for share exchange with Refuels N.V., a company incorporated in the Netherlands. Refuels N.V. is now considered to be the immediate and ultimate parent company of CNG Fuels Ltd. Subsequently, Refuels N.V. listed on the Euronext Growth Exchange in Oslo, Norway.

Subsequent to year end, an agreement in principle has been reached for Refuels, N.V to provide a working capital facility of up to £3m to the Group, of which £1,958,688.33 has been drawn down to date.

Please refer to the Group's strategic report for information around the future developments of the Group.

The auditor, Deloitte LLP, Statutory Auditor, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

•     so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

•     the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

In line with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 our energy use and greenhouse gas (GHG) emissions are set out below.

The data relates to UK emissions for the 12-month period from 1 April 2022 to 31 March 2023. This is the first year in which CNG Fuels Ltd have been required to report under SECR Regulations therefore we do not report emissions against FYE March 2022. A comparison with the previous year will be included in all reports going forward.

The boundaries of this report are based on operational control. We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. Therefore, energy use and emissions are aligned with financial reporting for the UK subsidiaries and exclude the non-UK based subsidiaries, joint ventures and associates that would not qualify under the 2018 Regulations in their own right. The emissions disclosed within this report is exclusive of our customers' use of compressed natural gas dispensed from our sites.

The 2022 UK Government GHG Conversion Factors for Company Reporting published by the UK Department for Environment Food & Rural Affairs (DEFRA) are used to convert energy use in our operations to emissions of CO2e. Carbon emission factors for purchased electricity calculated according to the ‘location-based grid average’ method. This reflects the average emission of the grid where the energy consumption occurs. Data sources include billing, invoices and internal systems. For transport data where actual usage data (e.g. litres) was unavailable conversions were made using average fuel consumption factors to estimate the usage.

Other significant estimations/assumptions made include benchmarking of electricity consumption (based on floor area and industry benchmarks) at offices in Liverpool, Bristol, Glasshouse and London which account for only a minor amount of total consumption and where consumption information in kWh was unavailable. Three of these offices were under our control and occupied for only part of the period in question, we include consumption and emissions for this period only.

We operate our fleet of 6 vans on Bio-CNG fuel. In our scope 1 reporting the CO2 emissions value is accounted for at net ‘0’ to account for the CO2 absorbed by bioenergy sources during their growth. We account for the N2O and CH4 emissions (not absorbed during growth) in our scope 1 reporting. In line with DEFRA reporting guidelines we report an additional “outside of scopes” figure which accounts for the biogenic CO2 released during combustion of the fuel.

We have chosen to report our gross emissions against turnover. Our emissions intensity for FYE March 2023 was 1 tCO2e per £m turnover.

The nature of our business is the supply of 100% Biomethane CNG fuel for transport, Bio-CNG is over 90% lower in emissions than conventional diesel alternatives. We operate our fleet of 6 vans on Bio-CNG fuel.

The business is rolling out a rapidly expanding network of Bio-CNG stations to meet growing customer demand. The sites are capital intensive to develop and therefore the business needs access to reliable and regular sources of funds to continue to develop the stations at an increasing rate. The directors are aware that the ongoing development of Bio-CNG stations in the associate venture is contingent on the availability of the current facility of £100m from the Foresight Investment Group and passing set due diligence checks. Various scenarios are prepared to assess the impact on forecast cash flows. The primary sensitivities that are tested are station development cash flows received from the associate venture. The business is now owned by an entity listed on the Euronext Growth Oslo market expanding its access to funding to support working capital requirements and to support the expansion of the business. Subsequent to year end, an agreement in principle has been reached for Refuels N.V. to provide a working capital facility of up to £3m to the Group, of which £1,958,688 has been drawn down to date. Based on the latest cash flow forecasts and assuming that the full amount of this facility will be made available and an ongoing development programme of new CNG Stations being built, the directors have at the time of approving the financial statements, a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future, being at least the next 12 months from which these financial statements are signed. Accordingly, the going concern basis has been adopted in the presentation of these financial statements.

A large trade receivable and offsetting trade payable balance has built up in the Group with the operating stations due to delayed sweeps and high gas prices. Settlement sweeps have been made after the period to reduce these amounts. Monthly settlements with the operating stations will be made going forward, which should result in lower working capital balances in future. The directors understand that the net liability position has driven by expansion costs during year, and believe that these markers will improve now that the Group has become a part of the Refuels N.V. group post year end.

The directors continue to monitor and consider the ongoing conflict in Ukraine in their assessment of the impact on Group operations, Although the conflict initially drove the market price of the wholesale gas up, prices are now beginning to settle and the Group has maintained growth of sales volumes throughout the period of conflict. In the short term, the directors do not believe the conflict is directly or indirectly impacting the Group’s ability continue as a going concern.

The directors have assessed the increased inflation environment that the business is operating in post year-end. This has led to inflation across the business in energy prices and in the cost of some critical equipment manufactured for both new stations and the maintenance of existing ones. Price increases are being monitored and will affect margins for the business and customers’ ability to purchase fuel at higher prices and buy new vehicles to some extent as the economic outlook for the country remains unclear. These uncertainties have been factored into our cash flow forecasts over the going concern period reviewed. The business does not have significant direct exposure to interest rate increases by the Bank of England to mitigate the high inflation.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom adopted International Accounting Standards. 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

•     properly select and apply accounting policies;

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

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

•     make an assessment of the company's ability to continue as a going concern.

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

In our opinion:

•     the financial statements of CNG Fuels Ltd (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 March 2023 and of the group’s loss for the year then ended;

•     the group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards;

•     the parent company financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

•     the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

•     the group statement of comprehensive income;

•     the group and parent statements of financial position;

•     the group and parent company statements of changes in equity;

•     the group and parent company statements of cash flows; and

•     the related notes 1 to 56

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted international accounting standards and, as regards the parent company financial statements, as applied in accordance with the provisions 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 under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the 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 the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the group’s industry and its control environment, and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the group operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. This included the UK Companies Act and UK tax legislation; and

• do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:

• Revenue recognition in respect of Engineering, Procurement and Construction (‘EPC’) contracts. Our procedures included:

• Obtaining an understanding of the relevant internal controls in relation to the revenue recognition of EPC contracts and testing the design and implementation of these controls;

• Reviewing and assessing the commercial EPC contracts to determine the appropriate point of revenue recognition for different contracts with customers; and

• For a sample of EPC revenue transactions recognised, testing of revenue was appropriately recognised by agreement to appropriate supporting information, including third party certificates in respect completion of milestones.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and of the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

We have nothing to report in respect of these matters.

Use of our report

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.

CNG Fuels Ltd is a private company limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The registered office is 250 Wharfedale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TP. The Group's principal activities and nature of its operations are disclosed in the directors' report.

The Group consists of CNG Fuels Ltd and all of its subsidiaries, which are listed in note 15 of the financial statements.

The financial statements have been prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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

The financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments held at fair value. The principal accounting policies adopted are set out below.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

The consolidated group financial statements consist of the financial statements of the parent company CNG Fuels Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The business is rolling out a rapidly expanding network of Bio-CNG stations to meet growing customer demand. The sites are capital intensive to develop and therefore the business needs access to reliable and regular sources of funds to continue to develop the stations at an increasing rate. The directors are aware that the ongoing development of Bio-CNG stations in the associate venture is contingent on the availability of the current facility of £100m from the Foresight Investment Group and passing set due diligence checks. Various scenarios are prepared to assess the impact on forecast cash flows. The primary sensitivities that are tested are station development cash flows received from the associate venture. The business is now owned by an entity listed on the Euronext Growth Oslo market expanding its access to funding to support working capital requirements and to support the expansion of the business. Subsequent to year end, an agreement in principle has been reached for Refuels N.V. to provide a working capital facility of up to £3m to the Group, of which £1,958,688 has been drawn down to date. Based on the latest cash flow forecasts and assuming that the full amount of this facility will be made available and an ongoing development programme of new CNG Stations being built, the directors have at the time of approving the financial statements, a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future, being at least the next 12 months from which these financial statements are signed. Accordingly, the going concern basis has been adopted in the presentation of these financial statements.true

A large trade receivable and offsetting trade payable balance has built up in the Group with the operating stations due to delayed sweeps and high gas prices. Settlement sweeps have been made after the period to reduce these amounts. Monthly settlements with the operating stations will be made going forward, which should result in lower working capital balances in future. The directors understand that the net liability position has driven by expansion costs during year, and believe that these markers will improve now that the Group has become a part of the Refuels N.V. group post year end.

The directors continue to monitor and consider the ongoing conflict in Ukraine in their assessment of the impact on Group operations, Although the conflict initially drove the market price of the wholesale gas up, prices are now beginning to settle and the Group has maintained growth of sales volumes throughout the period of conflict. In the short term, the directors do not believe the conflict is directly or indirectly impacting the Group’s ability continue as a going concern.

The directors have assessed the increased inflation environment that the business is operating in post year-end. This has led to inflation across the business in energy prices and in the cost of some critical equipment manufactured for both new stations and the maintenance of existing ones. Price increases are being monitored and will affect margins for the business and customers’ ability to purchase fuel at higher prices and buy new vehicles to some extent as the economic outlook for the country remains unclear. These uncertainties have been factored into our cash flow forecasts over the going concern period reviewed. The business does not have significant direct exposure to interest rate increases by the Bank of England to mitigate the high inflation.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control of a product or satisfies the performance obligations of services delivered to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The Group recognises revenue from the following major sources:

• Sales of natural gas

• RTFC revenue

• Reimbursement of operating costs

• Station management fees

• EPC contracts

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

Natural gas sales relate to charges for the cost of natural gas drawn by customers. Natural gas prices are market driven which fluctuate monthly due to a range of micro and macro economic factors. Prices rose throughout the year due to geopolitical issues, exaggerated further by the war in Ukraine. Natural Gas revenue is recognised at the point of sale and customers are invoiced monthly. The point of sale is the point at which gas is dispensed to the customer. Revenues relating to natural gas are presented gross of fuel duty tax chargeable to customers and payable to HMRC, in line with industry standard accounting practices relating to production taxes. The Group records sales of natural gas on a gross basis as it is the principal in the relationship with the customer. The Group then passes the revenue earned under customer contracts on to the entities owning the respective operating fuel stations, which are legal entities within the CNG Foresight Limited group (the Group's associate), at zero mark up.

Renewable transport fuel certificates (RTFC) revenue arises from the sale of such certificates to customers with revenue being recognised at the point the certificate is delivered to the client. There is no right of return or warranty on the RTFC, hence revenue is recognised in full without possible provision immediately after the transfer of control of the certificate.

Revenue relating to the reimbursement of operating costs is derived from recharges of costs incurred by the Group in its servicing and management of fuel stations owned by the respective legal entities within the CNG Foresight Limited group (the Group's associate), and other third party fuel stations. Recharges are made at cost and invoiced to customers monthly as the costs are incurred by the Group.

Revenue relating to the Station Management fees is derived from charges levied by the Group to entities for which it is engaged to operate and manage Stations. Revenue is recognised as the services are delivered to customers on a monthly basis. Customers in this respect are fuel stations owned by the respective legal entities within the CNG Foresight Limited group (the Group's associate), and other third party fuel stations.

EPC contract revenue relates to services delivered by the Group to customers, principally entities within the CNG Foresight Limited group (the Group's associate), for the Engineering, Procurement and Construction (EPC) of Compressed Natural Gas (CNG) dispensing stations in the UK. The Group recognises EPC revenue as specific milestones in the EPC process are satisfied, as specified within the underlying contracts in place with the customer to which the development is being delivered. Any revenue invoiced in advance of a milestone being fulfilled is deferred accordingly. The revenue recognition basis is consistent with the output basis method as permitted by IFRS 15.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

In the separate financial statements of the parent Company, interests in subsidiaries, associates, joint ventures and other unlisted investments 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.

In the consolidated financial statements of the Group, other unlisted investments continue to be held as per the policy detailed above. Interests in associates and joint ventures are measured initially at cost and then subsequently recognise the Group's share of profit and other comprehensive income, as permitted under the equity method detailed in IAS 28.

A subsidiary is an entity controlled by the parent 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 group holds a long-term interest and has significant influence. The group 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 group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities (joint ventures).

Other unlisted investments are those made in entities where neither control, significant influence or a joint control arrangement exists, due to the percentage of voting share capital owned by the group being below the threshold required to demonstrate such control or significant influence.

At each reporting end date, the group reviews the carrying amounts of its property, plant and equipment, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the below-mentioned conditions for classification of financial assets held at amortised cost are not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision. The expected loss rates are based on the Group's historical credit losses experienced over the three year period to the year end. Other factors such as the wider economic environment the Group and its customers operate in are also considered, with any impairments recorded in the statement of comprehensive income within administrative expenses.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Group recognises financial liabilities when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

•     it has been incurred principally for the purpose of repurchasing it in the near term, or

•     on initial recognition it is part of a portfolio of identified financial instruments that managed together and has a recent actual pattern of short-term profit taking, or

•     it is a derivative that is not designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

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

The Group enters into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk. These are held as financial instruments at fair value as they represent instruments held for trading purposes of the business rather than that held for speculative investments, and there is an demonstrable traded market for such instruments, which gives rise to a monetary value of such derivatives.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. Hedge accounting is not applied to any instruments within these financial statements.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. These rates are typically those which have been substantively enacted at the reporting date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted which are calculated by a series of commercial business valuations using models including discounted cash flows and the Black Scholes pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of rental premises that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

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.

Research and development costs

Research and development costs disclosed in note 5 to the Group financial statements, relate to costs incurred by the Group to get locate, identify and develop prospective CNG station sites to a "shovel ready" state. The costs are recognised as they are incurred.

In the current year, the following new and revised standards, amendments and interpretations have been adopted by the Group. The impact of the adoption of these standards and amendments is not deemed to have a material effect on the current or prior period, and is not anticipated to have a material effect on future periods:

• Amendment to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction

• Amendments to IAS 8 - Definition of Accounting Estimates

• Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting policies

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform

• IFRS 17 Insurance Contracts, including Amendments to IFRS 17 and Initial Application of IFRS 17 and IFRS 9 - Comparative Information

• Annual Improvements to IFRS 108-2020: Amendment to IFRS 1 First Time Adoption of IFRS (Subsidiary as a First-time Adopter), Amendments to IFRS 9 Financial Instruments (Fees in the '10 per cent' test for Derecognition of Financial Liabilities) and Amendment to IAS 41 Agriculture (Taxation in Fair Value Measurements).

• Amendment to IAS 37 - Onerous Contracts: Costs of Fulfilling a Contract

• Amendment to IAS 16 - Property Plant and Equipment: Proceeds before Intended Use

• Amendments to IFRS 3 - Reference to the Conceptual Framework

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):

• Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants, Deferral of Effective Date Amendment (published 15 July 2020) and Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) (published 23 January 2020).

• Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)

The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will not have a material impact on the financial statements of the Group.

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, 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.

The critical judgements and assumptions which have a significant risk of causing a material adjustment to financial statements are outlined below.

The primary revenue stream which requires an element of judgement by management, is that of EPC contracts. This revenue stream is recognised at the point at which milestone performance obligations, as detailed in the underlying contracts, are satisfied and only once milestones have been signed off by third party professionals during monthly inspections. Revenue is not invoiced until such sign off by third parties for the majority of milestones. Some milestones are however invoiced to customers in advance of milestone sign off, and in such cases the related income is deferred as a contract liability (see note 21) until such time the milestone is satisfied. As such, there is an element of accounting judgement as to when advanced revenue should ultimately be recognised.

The Group operates a number of CNG stations which dispense natural gas to customers. These stations are typically owned by separate legal entities outside of the Group. Due to the nature of the contracts with the stations and external customers, management have judged that the Group's position within the supply chain is that of a principal, rather than an agent on behalf of the CNG stations. As such, revenues charged to the end customer in relation to natural gas sales, and costs incurred that are recharged to the stations, are presented gross within the Group's income statement. The significance of this judgement is that under an agency basis, these revenues and costs would be presented net, resulting in a material reduction in the Group's turnover and cost of sales.

More information on the accounting policies relating to revenue recognition can be seen in accounting policy 1.5, in the notes to the financial statements.

Management do not believe there to be any key sources of estimation uncertainty which have a significant risk of causing a material adjustment to the financial statements.

*The prior year value of cost of inventories recognised as an expense has been restated to exclude non-goods based costs of sale.

Gains on disposal of subsidiaries are recognised within other operating income, due to the business model adopted by the Group to locate and prepare CNG sites for sale. At the point the sites become ready to start development of the station, they are sold to the CNG Foresight Limited group. The gains recognised upon disposal of the subsidiary are therefore recognised as part of the Group's ongoing operational business activities.

Gains on the disposal of subsidiaries relate to the accounting profit recognised upon disposal of the following former subsidiary undertakings of the Group:

• CNG Newton Aycliffe Limited. The entire issued share capital of that entity was disposed of for consideration of £300,000 on 20 July 2022. The Group recognised accounting gains upon disposal of £299,900 in relation to the sale of this subsidiary.

• CNG Corby Limited. The entire issued share capital of that entity was disposed of for consideration of £600,000 on 27 September 2022. The Group recognised accounting gains upon disposal of £599,900 in relation to the sale of this subsidiary.

• CNG Bangor Limited. The entire issued share capital of that entity was disposed of for consideration of £300,000 on 20 December 2022.The Group recognised accounting gains upon disposal of £299,900 in relation to the sale of this subsidiary.

Substantial disposals were made in the prior year in relation to subsidiaries:

• CNG Avonmouth North Limited. The entire issued share capital of that entity was disposed of for consideration of £300,000 on 16 April 2021.The Group recognised accounting gains upon disposal of £299,900 in relation to the sale of this subsidiary.

• CNG Castleford Limited. The entire issued share capital of that entity was disposed of for consideration of £300,000 on 26 October 2021.The Group recognised accounting gains upon disposal of £299,900 in relation to the sale of this subsidiary.

The accounting gains and losses upon disposals of the subsidiaries listed above are in relation to any difference between consideration received and the net assets or liabilities of the subsidiaries disposed.

No fees were paid to the Group's auditor in respect of non-audit remuneration.

The average monthly number of persons (including directors) employed by the group during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2022 - 2).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 4 (2022 - 4).

No directors exercised any share options during the current or previous year,

Changes in the value of financial assets at fair value through profit or loss in the prior year related to a reduction in contingent consideration receivable to the Group for the sale of its former subsidiary CNG Station Holdings Limited in 2021. The trigger for the reduction in consideration was an overrun in costs relating to the development of an asset in the disposed subsidiary's interests, which arose during the prior year. At the comparative reporting date, deferred consideration due to the Group of £437,000 was included within trade and other receivables. This amount was settled in full during the current year.

Changes in the fair value of derivative liabilities relate to the fair value movement recognised on forward foreign exchange contract derivative instruments.

Amounts written back to financial liabilities relate to gains arising upon the write off of a related party loan owed by the Group to an associate entity.

The taxation credit for the year can be reconciled to the loss per the income statement as follows:

In the March 2021 Budget it was announced that legislation will be introduced in Finance Bill 2021 to increase the main rate of UK corporation tax from 19% to 25%, effective 1 April 2023 . The expected future impact of this will be an increase in current tax charges for any profits taxed at the main rate.

The Group has tax adjusted losses carried forward of £11,716,631 (2022: £9,193,035), timing differences relating to accelerated capital allowances of £801,633 (2022: £803,941) and provisions with carrying values of £75,199 (2022: £87,926), for which a net deferred tax asset of £2,747,549 (2022: £1,637,082) has not been recognised, as the timing of future taxable profits arising within the Group against which to utilise these losses, is uncertain. The unrecognised deferred tax asset stated is calculated at 25%, being the rate of tax substantially enacted for future periods at the reporting date.

The unused tax losses do not have an expiry date.

Property, plant and equipment includes right-of-use assets, as follows:

Included within property, plant and equipment are assets held under hire purchase contracts with net book values of £508,672 (2022: £734,890).

The Group's appropriate share of joint venture profit of £2,288,958 (2022: 1,451,596) in relation to Renewable Transport Fuel Services Limited has been recognised during the year under the equity method of accounting permitted by IAS 28.

Details of the company's subsidiaries at 31 March 2023 are as follows:

The following subsidiaries have claimed exemption under section 479A of the Companies Act 2006 not to be audited individually for the year ended 31 March 2023:

• Hams Infrastructure Limited

• Lavant Down Agricultural Services Limited

• Oxford Infrastructure Limited

• CNG Crewe Ltd

• CNG Magor Limited

CNG Fuels Ltd as parent of the Group and the entities listed has given a statutory guarantee under section 479C of the Companies Act 2006, guaranteeing all of the outstanding liabilities to which the subsidiaries are subject to at the year end.

Details of the Group's associates at 31 March 2023 are as follows:

Associate investments are accounted for using the equity method in these consolidated financial statements as set out within the Group's accounting policies.

CNG Foresight Limited represents an investment whereby the Group exerts significant influence, but does not control or jointly control the entity. The 50% holding of Ordinary shares represent 49% of voting rights, per the terms of the Articles of Association of CNG Foresight Limited.

CNG Foresight Limited draws its statutory financial statements up to 31 March. The Group received no dividends from the associate in either reporting period. The Group's unrecognised share of the associate's loss during the year was £4,118,418 (2022: £1,906,544).

A summary of the financial performance of the associate is shown below:

• Revenue: £37,139,413 (2022: £22,633,365)

• Loss from continuing operations and total comprehensive loss: £8,236,837 (2022: £3,890,906).

• Depreciation charges: £2,592,762 (2022: £1,464,774)

• Interest income: £827 (2022: £19)

• Interest expense: £5,803,971 (2022: £3,802,456)

• Taxation credits recognised: £131,443 (2022: £17,245)

A summary of the financial position of this associate at the reporting and comparative date is as follows:

• Non-current assets: £64,390,467 (2022: £46,929,452)

• Current assets: £28,265,944 (2022: £3,646,775)

• Included within current assets above are cash and cash equivalents of £5,496,871 (2022: £3,318,794)

• Current liabilities: £26,405,195 (2022: £11,278,637)

• Non-current liabilities: £79,700,785 (2022: £53,259,443)

• Net liabilities and total equity: £13,449,568 (2022: £5,212,731)

The figures disclosed above for the current year are from interim management reporting, as the final audited financial statements of the associate are not available at the date of signing this report. The comparatives refer to the audited financial statements of the comparative year.

The carrying amount of the Group's interest in this associate is £1 being the nominal share value of the equity holding of the associate. No share of losses are recognised within the financial statements of the Group as the Group is not committed to funding its share of the associate's losses.

Details of the group's joint ventures at 31 March 2023 are as follows:

Joint venture investments are accounted for using the equity method in these consolidated financial statements as set out within the Group's accounting policies.

Renewable Transport Fuel Services Limited (RTFS) represents an investment whereby the Group shares joint control with 2 other shareholders, but does not individually exert control over the entity.

RTFS draws its statutory financial statements up to 31 March each year. The Group received £1,119,802 (2022: £330,610) of dividends from RTFS during the year. The Group recognises its share of profits in line with its shareholding in the joint venture, which was as follows during the year:

• 30% between 1 April 2022 to 9 October 2022.

• 29.703% from 10 October 2022 to 31 March 2023.

A summary of the financial performance of the joint venture is detailed below for the current and comparative year. Please note that the current year financial values relate to the consolidated result of the joint venture and its 100% subsidiary. The prior year values relate to the joint venture's separate financial statements prepared for that year:

• Revenue: £155,004,362 (2022: £44,993,741)

• Profit from continuing operations and total comprehensive income: £7,666,039 (2022: £5,435,665).

• Depreciation charges: £4,547 (2022: £nil)

• Interest income: £27,036 (2022: £6,262)

• Interest expense: £12,059 (2022: £nil)

• Income tax expense: £1,937,248 (2022: £1,221,677)

A summary of the financial position of the joint venture is detailed below for the current and comparative year:

• Non-current assets: £72,083 (2022: £939,094)

• Current assets: £20,056,006 (2022: £11,405,670)

• Included within current assets above are cash and cash equivalents of £5,990,244 (2022: £2,299,655)

• Current liabilities: £10,590,290 (2022: £6,787,422)

• Non-current liabilities: £nil (2022: £nil)

• Net assets and total equity: £9,537,859 (2022: £5,557,342)

The carrying amount of the Group's interest in this joint venture is £4,520,323 (2022: £3,351,167) for which a reconciliation can be seen in note 14.

Amounts owed by related parties consist of intercompany loans due from the CNG Foresight Limited Group, which are unsecured, repayable on demand and do not bear interest. Included in the prior year balance was deferred consideration due to the Group of £437,000, which has now been settled in full.

Included within trade receivables are £17,809,505 (2022: £1,618,350) of debts due from related parties conducted under standard payment terms.

Included within trade receivables are £nil of debts which have been fully provided against (2022: £2,061). Trade receivables outstanding at the reporting date, for which no provision for bad and doubtful debts has been made, can be analysed with respect to balances past due as follows:

• Current within terms: £3,856,640 (2022: £1,347,751)

• Within 1 month past due: £6,090,540 (2022: £432,331)

• 1-3 months past due: £8,406,731 (2022: £325,320)

• Older than 3 months: £602,390 (2022: £19,198)

At the time of signing the financial statements, substantially all trade receivables outstanding at the reporting date have been settled post year end.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

At 31 March 2023, trade receivables are shown net of an allowance for doubtful debts of £nil (2022: £2,061). Write-offs relating to bad debts amounted to £85,386 during the year (2022: £150,000), whilst new provisions were £nil during the year (2022: £2,061).

During the prior year, the Group released £150,000 of existing bad debt provision, formally writing off legacy debts of the same amount, which were acquired with new subsidiaries in the prior year. These debts were already provided for at the point of acquisition of the subsidiaries into the Group and the directors do not deem the release of the debts and their corresponding provisions in the current year to bear any relation to the Group's exposure to credit risk on its ongoing operations and trade debts receivable. As such, these balances have not been considered as part of the Group's overall expected credit loss modelling considerations, referenced below.

The expected credit loss rate applied to trade receivables and contract assets is based on the Group's historical credit losses experienced over the the three year period to 31 March 2023, which are considered to be immaterial to revenue in the case of ongoing operations. As such, management has elected not to provide for any expected credit losses arising against trade receivables and contract assets outstanding at the year end. The directors have considered the nature of the relationship with the Group's primary trade receivable, the CNG Foresight Limited Group, in their assessment of the credit risk of this customer, and judge it to be remote due to its associated relationship and ongoing commercial arrangements in place.

Contract asset balances relate to revenues that are recognised, but not yet invoiced, as performance obligations within underlying contracts are satisfied. In most instances, this is the delivery and change in control of goods sold to customers. The timing of the corresponding customer payment (trade receivable invoice being raised) is typically the month following delivery of the goods or services, and so contract asset balances are recognised on the statement of financial position until such time when the sale invoice is raised and the balance becomes a trade receivable.

The primary driver for the increase in contract asset balances compared to the prior year, is that of increased general Group operating activity, demonstrated by the 86% increase (2022: 160%) in total Group turnover and across all of its individual revenue streams, compared to the preceding year.

Contract asset balances are typically invoiced to the contract customer within 3 months of the reporting date.

Contract liability balances relate to revenue that is invoiced to contract customers before performance obligations specified in the underlying contracts are satisfied, and hence revenue is recognised. The balance at the reporting date relates principally to EPC revenue invoiced to customers ahead of satisfaction of the corresponding performance obligation, being the construction progress milestones specified in the contracts. Where such revenue is invoiced in advance of completion of the EPC milestone, or for services not yet provided, it is deferred accordingly to the period in which criteria for recognition of the revenue is satisfied. Contract liabilities are recognised on the statement of financial position until the criteria for revenue recognition is fulfilled.

All revenues within contract liabilities are realised within 3 months of the reporting date.

Included within trade payables are amounts owed to related parties of £21,896,689 (2022: £4,345,168) conducted under the suppliers' standard payment terms. These related party balances consist of amounts owed to the Group's joint venture investment, RTFS and entities within the associate investment, CNG Foresight Limited group.

Amounts owed to related parties consist of intercompany loans due to CNG Foresight Limited Group. These loans are unsecured, carry no interest and are repayable on demand.

Deferred consideration at the prior year reporting date related to amounts payable arising upon the purchase of the Group's interest in its joint venture, RTFS. The balance was unsecured and interest free and was settled in April 2022.

Other loans relate to borrowings provided to the Group by non-bank lenders, which are unsecured and are due for settlement within 12 months of the reporting date. Of these borrowings, £304,075 (2022: £401,950) bear interest at an 8.5% fixed rate, and £nil (2022: £250,000) bear interest at 5%.

Within other loans are £104,075 (2022: £201,950) owed to related parties.

Loans from joint ventures (RTFS) are unsecured, carry 5% interest per annum and mature in May 2023, at which point the capital and accrued interest will become payable in full.

Loans from associates (CNG Foresight Limited) are unsecured, carry 10% interest per annum and mature in September 2023, at which point the capital and accrued interest will become payable in full.

Loans from other related parties are unsecured, carry interest at 5% per annum and mature in May 2023.

Due to the fixed interest rate nature of the Group's primary borrowings, sensitivity analysis on rate changes on borrowings is deemed to be immaterial to the Group and analysis has not been presented.

The following table details the remaining contractual maturity for the Group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the Group may be required to pay under the terms of contracts entered into.

Responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Group's funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Discounted lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The Group applies IFRS 16 Leases as the standard to which it recognises and accounts for its leasing arrangements. Leases of land and motor vehicles under long term rental and hire agreements are recognised as right of use assets, depreciated over the term of the lease and corresponding lease liabilities recognised for the present value of future payments due under the lease.

Other leasing information is included in note 26 and information regarding depreciation charges of right-of-use assets is included in note 13.

Short term lease payments represent rentals payable by the Group for serviced office tenancy agreements. Agreements are not for longer than 12 months with rentals fixed at the outset. These leases are exempt from treatment as right-of-use assets under IFRS 16 Leases, due to their short term nature.

Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:

Set out below are the future cash outflows to which the lessee is potentially exposed that are not reflected in the measurement of lease liabilities:

At the year end, the Group held derivative liability positions relating to forward contracts for foreign currency of £9,309 (2022: £7,466). All open positions at the reporting date are due to be settled within 12 months.

Management actively hedge against future component, machinery and compressor purchases in foreign currency using forward contracts to mitigate against fluctuations in the exchange rate. The business enters into fixed price agreements in Euros with equipment suppliers for the purchase of the major components of its refuelling stations. The Group enters into forward contracts to cover the full liability due on delivery of this equipment to sites. The funds to close out these forwards are provided to the business under fixed price EPC contracts with CNG Foresight Limited Group.

Due to the hedging instruments used to mitigate the Group's exposure to exchange rate fluctuations, impacts that would be assessed within a sensitivity analysis are deemed to be immaterial to the Group and analysis has not been presented.

Decommissioning provisions relate to obligations arising from terms included in the lease of the land upon which one of the Group's assets is situated. The Group has an obligation to remove equipment and restore the site to its original condition when the lease commenced and the provision reflects the present value of the expected future cash flows to carry out such work. Economic outflows relating to this provision are expected to arise no earlier than the end of the lease, currently being June 2031. A degree of uncertainty exists as to the timing of such outflows, due to the anticipated renewal of land leases beyond current and optional renewal terms.

Due to the timing of the expected outflow the provision relates to, the present value of the provision has been calculated by inflating forecast costs at 2% per annum, being the UK's long term inflation rate target. The inflated future outflow has then been discounted back to present value using a discount rate of 3.4% (2022: 1.3%), derived from the rate applicable to borrowing instruments available over comparable time periods at the reporting date.

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the year end, £10,733 of employer's contributions due in relation to a defined contribution scheme were accrued (2022: £4,295).

At the reporting date, the Group had a number of share option agreements in place with employees. Options are exercisable at points in time and at prices as agreed in the executed agreements. The vesting period of these options vary between one to five years. If the options remain unexercised after a period of ten years from the date of the agreement, the options expire. Options are forfeited if a qualifying exit event as specified in the agreements occurs. The options are to be settled in equity.

For employee share options, the fair value of equity instruments granted is assessed at the date of the grant of options. This value is established by using a combination of commercial business valuations, included discounted cash flows, which consider a range of factors in arriving at the allocation of fair value to the quantity of the options which have been granted and subsequently vest over time.

A Black Scholes pricing model has been adopted to derive the fair value of the equity instruments granted which considers a number of inputs. These included degrees of volatility which were derived from comparable traded stocks, time at issue date, expiry timelines being option life, risk-free interest rates, option strike prices and spot price valuations of the Company at the time of issue. Other market conditions and expected dividends were not incorporated into modelling.

The options outstanding at both 31 March 2023 and 31 March 2022, had exercise prices ranging from £0.01 to £53.34 and a weighted average remaining contractual life of 7 years (2022: 8 years).

Options granted in year

No share options were granted in the current year. The weighted average fair value of the options granted during the prior year was £50.96.

The company has one class of Ordinary shares which are each entitled to one vote in any circumstance. Each share is entitled pari passu to dividend payments or any other distribution, or to participate in a distribution arising from a winding up of the company.

There were no movements in share capital during the current or prior year.

The share premium account represents cumulative consideration received above nominal value on issue of share capital.

The Share Based Payment reserve represents the cumulative share based payment charges recognised by the Group in relation to employee share options in issue and their respective vesting charges to 31 March 2023. The share based payments are due to be settled in equity and more information can be seen in note 30.

On 20 July 2022, the Group disposed of its 100% holding in its subsidiary, CNG Newton Aycliffe Limited, for consideration of £300,000, satisfied in cash. The net assets of the subsidiary disposed were £100 comprised of trade and other receivables. The Group realised a £299,900 accounting profit on disposal. No profit or loss arising from the Group's interest in this subsidiary are recognised within these consolidated financial statements.

On 27 September 2022, the Group disposed of its 100% holding in its subsidiary, CNG Corby Limited, for consideration of £600,000, satisfied in cash. The net assets of the subsidiary disposed were £100 comprised of trade and other receivables. The Group realised a £599,900 accounting profit on disposal. No profit or loss arising from the Group's interest in this subsidiary are recognised within these consolidated financial statements.

On 20 December 2022, the Group disposed of its 100% holding in its subsidiary, CNG Bangor Limited, for consideration of £300,000, satisfied in cash. The net assets of the subsidiary disposed were £100 comprised of trade and other receivables. The Group realised a £299,900 accounting profit on disposal. No profit or loss arising from the Group's interest in this subsidiary are recognised within these consolidated financial statements.

The Group is not subject to any externally imposed capital requirements.

On 5 May 2023, the shareholders of CNG Fuels Ltd undertook a share for share exchange with Refuels N.V., a company incorporated in the Netherlands. Refuels N.V. is now considered to be the immediate and ultimate parent company of CNG Fuels Ltd. Subsequently, Refuels N.V. listed on the Euronext Growth Exchange in Oslo, Norway.

Subsequent to year end, an agreement in principle has been reached for Refuels, N.V to provide a working capital facility of up to £3m to the Group, of which £1,958,688.33 has been drawn down to date.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including the directors.

During the year the group entered into the following transactions with related parties:

Sale to associates in the year relate to revenues invoiced to CNG Foresight Limited, an associate of the Group and its subsidiaries. These transactions were conducted at market rate and are derived from contracts in place covering the sales of natural gas, and the fulfilment of EPC Development contracts, reimbursement of operating costs and station management fees provided by the Group.

Sales to joint ventures in the year relate to RTFC revenues charged to RTFS.

Purchase from joint ventures relate to the procurement of Biomethane supplies for the Group from RTFS. These purchases were made at market rate.

Purchase from associates relate to charges from the CNG Foresight Limited group and its subsidiaries, in relation to the supply of natural gas dispensed at the respective stations.

Sales of former Group subsidiaries relate to consideration received from CNG Foresight Ltd, for the disposal of a number of the Group's former subsidiary undertakings (see note 34). These transactions were conducted on an arm's length basis, derived from independent valuations established by the purchaser, to which the Group had no influence over.

Interest charged by related parties are on borrowings made available to the Group under unsecured loan agreements carrying interest rates between 5 and 10% (2022: 5 and 8.5%).

The Group also incurred recharged administrative expenditure from other related parties of £134,810 (2022: £99,562). The Group also received sundry revenues from this related party of £nil (2022: £139,612).

Loans due to associates of £94,461 were written off during the year.

The following amounts were outstanding at the reporting end date:

Amounts owed to associates consist of:

• Trade and other payable balances due to the CNG Foresight Limited group of £14,762,266 (2022: £1,686,590), which bear no interest and are unsecured. In the case of trade payable balances, these are due within the supplier's standard credit terms. Intercompany loans are repayable on demand.

• Borrowings of £2,111,782 (2022: £nil). The loan is unsecured, carries interest at 10% per annum and is due to mature September 2023.

Amounts owed to joint ventures consist of:

• Trade payable balances due to the RTFS of £7,134,822 (2022: £3,122,432), which bear no interest, are unsecured and due within the supplier's standard credit terms.

• Borrowings of £531,233 (2022: £506,233). The loan is unsecured, carries interest at 5% per annum and is due to mature May 2023.

Amounts owed to other related parties consist of:

• Non-bank borrowings of £367,740 (2022: £451,950) which are unsecured and repayable within 12 months of the reporting date. Interest rates on these balances range from 5 to 8.5% per annum.

• Trade payable balances due of £18,361 (2022: £nil) conducted under standard credit terms.

The following amounts were outstanding at the reporting end date:

Amounts due from associates consist of:

• Trade receivable balances due from the CNG Foresight Limited group of £15,131,231 (2022: £1,618,350), which bear no interest and are unsecured. In the case of trade payable balances, these are due within the Group's standard credit terms.

• Intercompany loan balances of £1,259,243 (2022: £990,204) which carry no interest, are unsecured and repayable on demand.

• Deferred consideration receivables of £nil (2022: £437,000), which were settled in full during the year.

Amounts owed by joint ventures consist of trade receivable balances owed by RTFS. The balances do not bear interest, are unsecured and are due within the Group's standard credit terms.

At the reporting date, CNG Fuels Ltd was owned by a number of shareholders and individually no shareholder could exert control.

On 5 May 2023, the shareholders of CNG Fuels Ltd undertook a share for share exchange with Refuels N.V., a company incorporated in the Netherlands. From this date, Refuels N.V. is now considered to be the immediate and ultimate parent company of CNG Fuels Ltd. Its registered office is Evert van de Beekstraat 1-104, The Base B 1118CL Amsterdam. Refuels N.V. is owned by a number of shareholders and individually no shareholder can exert control.

Refuels N.V. will be the smallest and largest parent company to consolidate the results of the CNG Fuels Ltd Group. The first set of consolidated statutory financial statements in which the Group will be consolidated, will be drawn up to 31 March 2024.

As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company's loss for the year was £4,108,288 (2022 - £4,570,001 loss).

CNG Fuels Ltd is a private company limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The registered office is 250 Wharfedale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TP. The Company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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

In the current year, the following new and revised standards, amendments and interpretations have been adopted by the Company. The impact of the adoption of these standards and amendments is not deemed to have a material effect on the current or prior period, and is not anticipated to have a material effect on future periods:

• Amendment to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction

• Amendments to IAS 8 - Definition of Accounting Estimates

• Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting policies

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform

• IFRS 17 Insurance Contracts, including Amendments to IFRS 17 and Initial Application of IFRS 17 and IFRS 9 - Comparative Information

• Annual Improvements to IFRS 108-2020: Amendment to IFRS 1 First Time Adoption of IFRS (Subsidiary as a First-time Adopter), Amendments to IFRS 9 Financial Instruments (Fees in the '10 per cent' test for Derecognition of Financial Liabilities) and Amendment to IAS 41 Agriculture (Taxation in Fair Value Measurements).

• Amendment to IAS 37 - Onerous Contracts: Costs of Fulfilling a Contract

• Amendment to IAS 16 - Property Plant and Equipment: Proceeds before Intended Use

• Amendments to IFRS 3 - Reference to the Conceptual Framework

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):

• Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants, Deferral of Effective Date Amendment (published 15 July 2020) and Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) (published 23 January 2020).

• Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)

The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will not have a material impact on the financial statements of the Company.

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, 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.

The critical judgements and assumptions which have a significant risk of causing a material adjustment to financial statements are outlined below.

The Company assesses all of its investments for indicators of impairment and recoverability at the reporting date. This involves making judgements about the recoverable value of such assets achieved either through use or sale of the asset, to assess for any impairment required to the carrying value stated within the financial statements. Recoverability is assessed through a combination of reviewing the net asset values of the business concerned and their ability to generate future economic benefits and cash flows for the Company.

During the year, the Company recognised an impairment loss on its investment in 3 subsidiary investments, for which the recoverable value had been assessed as being lower than the carrying value. Please refer to note 46 of the notes to the Company financial statements for more information.

The primary revenue stream which requires an element of judgement by management, is that of EPC contracts. This revenue stream is recognised at the point at which milestone performance obligations, as detailed in the underlying contracts, are satisfied and only once milestones have been signed off by third party professionals during monthly inspections. Revenue is not invoiced until such sign off by third parties for the majority of milestones. Some milestones are however invoiced to customers in advance of milestone sign off, and in such cases the related income is deferred as a contract liability (see note 49 to the Company financial statements) until such time the milestone is satisfied. As such, there is an element of accounting judgement as to when advanced revenue should ultimately be recognised.

The Company operates a number of CNG stations which dispense natural gas to customers. These stations are typically owned by separate legal entities outside of the Company. Due to the nature of the contracts with the stations and external customers, management have judged that the Company's position within the supply chain is that of a principal, rather than an agent on behalf of the CNG stations. As such, revenues charged to the end customer in relation to natural gas sales, and costs incurred that are recharged to the stations, are presented gross within the Company's income statement. The significance of this judgement is that under an agency basis, these revenues and costs would be presented net, resulting in a material reduction in the Company's turnover and cost of sales.

More information on the accounting policies relating to revenue recognition can be seen in accounting policy 1.5, in the notes to the Group financial statements.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

Property, plant and equipment includes right-of-use assets, as follows:

Included within property, plant and equipment are assets held under hire purchase contracts with net book values of £508,672 (2022: £734,890).

Details of the Company's principal operating subsidiaries are included in note 15 to the Group financial statements.

During the year, the Company incorporated 8 new subsidiaries under its control with share capital of £100 each.

The Company disposed of the following subsidiaries during the year:

• CNG Newton Aycliffe Limited on 20 July 2022, disposing of £100 of investment.

• CNG Corby Limited on 27 September 2022, disposing of £100 of investment.

• CNG Bangor Limited on 20 December 2022, disposing of £100 of investment.

Impairments recognised during the year against the carrying value of subsidiary investments, relate to the write down of the investment in Hams Infrastructure Limited, Oxford Infrastructure Limited and Lavant Down Agricultural Services Limited. Following final distributions by these subsidiaries, the net assets of the subsidiaries are now nil. As such the recoverable values are deemed to be nil, and the subsidiary investments are now fully impaired.

Amounts owed by subsidiaries consist of intercompany loans, which are unsecured, do not bear interest and are repayable on demand.

Amounts owed by related parties consist of intercompany loans due from the CNG Foresight Limited Group, which are unsecured, repayable on demand and do not bear interest. Included in the prior year balance was deferred consideration due to the Company of £437,000, which has now been settled in full.

Included within trade receivables are £17,809,505 (2022: £1,618,350) of debts due from related parties conducted under standard payment terms.

Contract asset balances relate to revenues that are recognised, but not yet invoiced, as performance obligations within underlying contracts are satisfied. In most instances, this is the delivery and change in control of goods sold to customers. The timing of the corresponding customer payment (trade receivable invoice being raised) is typically the month following delivery of the goods or services, and so contract asset balances are recognised on the statement of financial position until such time when the sale invoice is raised and the balance becomes a trade receivable.

The primary driver for the increase in contract asset balances compared to the prior year, is that of increased general Company operating activity, demonstrated by the 86% increase (2022: 160%) in total Company turnover and across all of its individual revenue streams, compared to the preceding year.

Contract asset balances are typically invoiced to the contract customer within 3 months of the reporting date.

Contract liability balances relate to revenue that is invoiced to contract customers before performance obligations specified in the underlying contracts are satisfied, and hence revenue is recognised. The balance at the reporting date relates principally to EPC revenue invoiced to customers ahead of satisfaction of the corresponding performance obligation, being the construction progress milestones specified in the contracts. Where such revenue is invoiced in advance of completion of the EPC milestone, or for services not yet provided, it is deferred accordingly to the period in which criteria for recognition of the revenue is satisfied. Contract liabilities are recognised on the statement of financial position until the criteria for revenue recognition is fulfilled.

All revenues within contract liabilities are realised within 3 months of the reporting date.

Included within trade payables are amounts owed to related parties of £21,896,689 (2022: £4,345,168) conducted under the suppliers' standard payment terms. These related party balances consist of amounts owed to the Company's joint venture investment, RTFS and entities within the associate investment, CNG Foresight Limited group.

Amounts owed to related parties consist of intercompany loans due to CNG Foresight Limited Group. These loans are unsecured, carry no interest and are repayable on demand.

Deferred consideration at the prior year reporting date related to amounts payable arising upon the purchase of the Company's interest in its joint venture, RTFS. The balance was unsecured and interest free and was settled in April 2022.

Other loans relate to borrowings provided to the Company by non-bank lenders, which are unsecured and are due for settlement within 12 months of the reporting date. Of these borrowings, £304,075 (2022: £401,950) bear interest at an 8.5% fixed rate, and £nil (2022: £250,000) bear interest at 5%. Within other loans are £104,075 (2022: £201,950) owed to related parties.

Loans from subsidiary undertakings in the prior year consisted of loan note instruments which are unsecured and carry fixed rate interest at 4% per annum, which is capitalised annually. The loans were settled during the current year.

Loans from joint ventures (RTFS) are unsecured, carry 5% interest per annum and mature in May 2023, at which point the capital and accrued interest will become payable in full.

Loans from associates (CNG Foresight Limited) are unsecured, carry 10% interest per annum and mature in September 2023, at which point the capital and accrued interest will become payable in full.

Loans from other related parties are unsecured, carry interest at 5% per annum and mature in May 2023.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows: