ACCOUNTS - Final Accounts preparation

Operating loss

The operating loss is stated after charging:

Period ended

31 December

Period ended

11 November

BALLARD MOTIVE SOLUTIONS LTD. - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-31truetruetruefalsetruetruetrue2021-11-12falseNo description of principal activity7474true 07257863 2021-11-12 2022-12-31 07257863 2021-04-01 2021-11-11 07257863 2022-12-31 07257863 2021-11-11 07257863 2021-04-01 07257863 1 2021-11-12 2022-12-31 07257863 c:Exceptional 2021-11-12 2022-12-31 07257863 c:Exceptional 2021-04-01 2021-11-11 07257863 d:Director1 2021-11-12 2022-12-31 07257863 d:Director1 2022-12-31 07257863 d:Director2 2021-11-12 2022-12-31 07257863 d:Director2 2022-12-31 07257863 d:Director3 2021-11-12 2022-12-31 07257863 d:Director3 2022-12-31 07257863 d:Director4 2021-11-12 2022-12-31 07257863 d:Director4 2022-12-31 07257863 d:RegisteredOffice 2021-11-12 2022-12-31 07257863 c:PlantMachinery 2021-11-12 2022-12-31 07257863 c:PlantMachinery 2022-12-31 07257863 c:PlantMachinery 2021-11-11 07257863 c:PlantMachinery c:OwnedOrFreeholdAssets 2021-11-12 2022-12-31 07257863 c:CurrentFinancialInstruments 2022-12-31 07257863 c:CurrentFinancialInstruments 2021-11-11 07257863 c:Non-currentFinancialInstruments 2022-12-31 07257863 c:Non-currentFinancialInstruments 2021-11-11 07257863 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 07257863 c:CurrentFinancialInstruments c:WithinOneYear 2021-11-11 07257863 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 07257863 c:Non-currentFinancialInstruments c:AfterOneYear 2021-11-11 07257863 c:ShareCapital 2021-11-12 2022-12-31 07257863 c:ShareCapital 2022-12-31 07257863 c:ShareCapital 2021-04-01 2021-11-11 07257863 c:ShareCapital 2021-11-11 07257863 c:ShareCapital 2021-04-01 07257863 c:RetainedEarningsAccumulatedLosses 2021-11-12 2022-12-31 07257863 c:RetainedEarningsAccumulatedLosses 2022-12-31 07257863 c:RetainedEarningsAccumulatedLosses 2021-04-01 2021-11-11 07257863 c:RetainedEarningsAccumulatedLosses 2021-11-11 07257863 c:RetainedEarningsAccumulatedLosses 2021-04-01 07257863 d:OrdinaryShareClass1 2021-11-12 2022-12-31 07257863 d:OrdinaryShareClass1 2022-12-31 07257863 d:OrdinaryShareClass1 2021-11-11 07257863 d:FRS102 2021-11-12 2022-12-31 07257863 d:Audited 2021-11-12 2022-12-31 07257863 d:FullAccounts 2021-11-12 2022-12-31 07257863 d:PrivateLimitedCompanyLtd 2021-11-12 2022-12-31 07257863 c:WithinOneYear 2022-12-31 07257863 c:WithinOneYear 2021-11-11 07257863 c:BetweenOneFiveYears 2022-12-31 07257863 c:BetweenOneFiveYears 2021-11-11 07257863 4 2021-11-12 2022-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 07257863

BALLARD MOTIVE SOLUTIONS LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022


BALLARD MOTIVE SOLUTIONS LIMITED

COMPANY INFORMATION

Directors	Dr B Todd (resigned 12 November 2021)
	L Nazil (resigned 12 November 2021)
	P Dobson (appointed 12 November 2021)
	R Macewen (appointed 12 November 2021)


Registered number	07257863


Registered office	24 Ashwin Street
	London
	E8 3DL


Independent auditors	MHA
	Statutory Auditors
	6th Floor
	2 London Wall Place
	London
	EC2Y 5AU


BALLARD MOTIVE SOLUTIONS LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Statement of Financial Position	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 - 23


BALLARD MOTIVE SOLUTIONS LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the period ended 31 December 2022.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to 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.

Directors

The directors who served during the period were:

Dr B Todd (resigned 12 November 2021)

L Nazil (resigned 12 November 2021)

P Dobson (appointed 12 November 2021)

R Macewen (appointed 12 November 2021)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1


BALLARD MOTIVE SOLUTIONS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2022

This report was approved by the board and signed on its behalf.

................................................

P Dobson

Director

Date: 22 December 2023

Page 2


BALLARD MOTIVE SOLUTIONS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALLARD MOTIVE SOLUTIONS LIMITED

Opinion

We have audited the financial statements of Ballard Motive Solutions Limited (the 'Company') for the period ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its loss for the period then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Emphasis of matter - financial statements prepared on a basis other than a going concern

We draw attention to note 2.3 in the financial statements which explains that the directors intend to wind down the Company and cease trading and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 2.3. Our opinion is not modified in respect of this matter.

Page 3


BALLARD MOTIVE SOLUTIONS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALLARD MOTIVE SOLUTIONS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Page 4


BALLARD MOTIVE SOLUTIONS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALLARD MOTIVE SOLUTIONS LIMITED (CONTINUED)

Auditor responsibilities for the audit of the financial statements

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 Auditors' 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.

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:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙Peforming audit work over the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

∙Performing substantive audit work on a sample of expenses to confirm the existence of legitimate transactions taking place in the year.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Other matters

In the previous accounting period the directors took advantage of audit exemption under section 477 of the Companies Act 2006. The prior period financial statements were therefore not subject to audit.

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 Auditors' 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.

Page 5


BALLARD MOTIVE SOLUTIONS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALLARD MOTIVE SOLUTIONS LIMITED (CONTINUED)

John Coverdale BSc FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditors

6th Floor

2 London Wall Place

London

EC2Y 5AU

4 January 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)

Page 6


BALLARD MOTIVE SOLUTIONS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2022

	Period ended 31 December	Period ended 11 November
	2022	2021
	£	£


Turnover		1,641,466	2,338,722
Cost of sales		(2,534,621)	(902,043)
Gross (loss)/profit		(893,155)	1,436,679
Administrative expenses		(8,995,355)	(4,624,374)
Exceptional administrative expenses		(2,483,793)	-
Other operating income		1,716,600	697,392
Operating loss	3	(10,655,703)	(2,490,303)
Interest payable and similar expenses		(378,368)	(29,789)
Loss before tax		(11,034,071)	(2,520,092)
Tax on loss		-	635,740
Loss for the financial period		(11,034,071)	(1,884,352)

There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 10 to 23 form part of these financial statements.

Page 7


BALLARD MOTIVE SOLUTIONS LIMITED REGISTERED NUMBER:07257863

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

	31 December	11 November
	2022	2021
Note	£	£

Fixed assets
Tangible assets	9		177,257		141,731
			177,257		141,731
Current assets
Stocks	10	579,901		-
Debtors: amounts falling due within one year	11	5,051,907		2,416,096
Cash at bank and in hand		423,947		238,836
		6,055,755		2,654,932
Creditors: amounts falling due within one year	12	(14,517,791)		(5,347,098)
Net current liabilities			(8,462,036)		(2,692,166)
Total assets less current liabilities			(8,284,779)		(2,550,435)
Creditors: amounts falling due after more than one year	13		(17,823)		(118,096)

Net liabilities			(8,302,602)		(2,668,531)

Capital and reserves
Called up share capital	15	5,401,000	1,000
Profit and loss account		(13,703,602)	(2,669,531)
		(8,302,602)	(2,668,531)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 22 December 2023.

................................................

P Dobson

Director

The notes on pages 10 to 23 form part of these financial statements.

Page 8


BALLARD MOTIVE SOLUTIONS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2022

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 12 November 2021	1,000	(2,669,531)	(2,668,531)
Comprehensive income for the period
Loss for the period	-	(11,034,071)	(11,034,071)
Other comprehensive income for the period	-	-	-
Total comprehensive income for the period	-	(11,034,071)	(11,034,071)
Contributions by and distributions to owners
Shares issued during the period	5,400,000	-	5,400,000
Total transactions with owners	5,400,000	-	5,400,000
At 31 December 2022	5,401,000	(13,703,602)	(8,302,602)

The notes on pages 10 to 23 form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 11 NOVEMBER 2021

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 April 2021	1,000	(785,179)	(784,179)
Comprehensive income for the period
Loss for the period	-	(1,884,352)	(1,884,352)
Other comprehensive income for the period	-	-	-
Total comprehensive income for the period	-	(1,884,352)	(1,884,352)
Total transactions with owners	-	-	-
At 11 November 2021	1,000	(2,669,531)	(2,668,531)

The notes on pages 10 to 23 form part of these financial statements.

Page 9


BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

1.	General information

Ballard Motive Solutions Ltd is a private company, limited by shares, registered in England and Wales, company registration number 07257863. The registered office address is 24 Ashwin St, London, E8 3DL.

The principal activity of the company during the period was Manufacture of other electrical equipment and Wholesale of other machinery and equipment.
The financial statements are rounded to the nearest £1.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Ballard Power Systems Inc as at 31 December 2022 and these financial statements may be obtained from 9000 Glenlyon Parkway, Burnaby, British Columbia, V5J 7J8, Canada.

Page 10


BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.3

Going concern

During 2023 Group management have taken the decision to wind down the Company's operations and to ultimately cease trading. At 31 December 2022 the tangible fixed assets were employed in the ordinary business of the Company. Assets will be written down to recoverable amounts where appropriate in 2023. Finance lease obligations presented as due payable after more than one year will be exited earlier than the contract terms at the discretion of the Company as the lessee. For this reason and in accordance with UK accounting standards the directors have prepared the financial statements on the basis that the Company is no longer a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis.

Page 11


BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 12


BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 13


BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery

20%

on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 14


BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.15

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Page 15


BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

Research & development charged as an expense	3,032,632	1,573,672
Exchange differences	903	-
Other operating lease rentals	450	105,369

Fees payable to the Company's auditor

40,000

The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.

5.	Extended accounting period

Accounting period extended from 11 November 2021 to 31 December 2022.

6.	Other operating income

Other operating income represents grant income received.

Page 16


BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

Wages and salaries	2,884,448	2,355,685
Social security costs	691,283	241,301
Cost of defined contribution scheme	174,305	59,841
	3,750,036	2,656,827

The average monthly number of employees, including the directors, during the period was as follows:

	Period ended 31 December	Period ended 11 November
	2022	2021
	No.	No.

Average number of employees	74	74

	Contract cancellation costs	2,483,793	-
		2,483,793	-

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BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

9.	Tangible fixed assets

		Plant and machinery
		£
	Cost
	At 12 November 2021	155,621
	Additions	84,468
	Disposals	(21,555)
	At 31 December 2022	218,534
	Depreciation
	At 12 November 2021	13,890
	Charge for the period	28,671
	Disposals	(1,284)
	At 31 December 2022	41,277
	Net book value
	At 31 December 2022	177,257
	At 11 November 2021	141,731

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BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

Raw materials and consumables	579,901	-
	579,901	-

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BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

11.

Debtors

					31 December	11 November
					2022	2021
					£	£


Trade debtors	1,121,276	1,067,486
Other debtors	3,506,447	1,348,610
Prepayments and accrued income	328,654	-
Tax recoverable	95,530	-
	5,051,907	2,416,096

Intercompany loan due to parent	9,076,312	1,217,873
Trade creditors	162,254	945,604
Amounts owed to group undertakings	3,032,461	-
Corporation tax	19,802	-
Other taxation and social security	192,590	1,457,813
Obligations under finance lease and hire purchase contracts	35,669	-
Other creditors	21,191	1,140,062
Accruals and deferred income	1,977,512	585,746
	14,517,791	5,347,098

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BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

Net obligations under finance leases and hire purchase contracts	17,823	118,096
	17,823	118,096


Loan	-	992,470
	-	992,470

Details of security provided:

The loan is secured by way of a fixed and floating charge over the companys assets, and a negative pledge.

Amounts falling due within one year
Intercompany loan due parent	9,076,312	1,217,873
	9,076,312	1,217,873



	9,076,312	1,217,873

The Parent Company has agreed to make a revolving credit facility to the Company up to £16,000,000. Interest is incurred on the loan at an annual rate of 6%. The advanced loan will be repayable with all accrued interest within 60 days of demand by the Parent or immediately upon the occurence of an Event of Default.

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BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

Allotted, called up and fully paid

5,401,000 (2021 - 1,000) Ordinary shares of £1.00 each	5,401,000	1,000

The company has allotted and issued 5,400,000 ordinary shares during the year, the aggregate nominal value and consideration received of share is £1 each.

16.

Share-based payments

The Company offers share options and Restricted Share Units (RSUs) in its parent company, Ballard Power Systems, to all managers level four and above. The cost of these instruments to Ballard Power Systems is then recharged to the Company on a quarterly basis.
Share options give an employee the right to buy shares of Ballard Power Systems at a set purchase price (grant price) for a defined number of years into the future. The vesting period of the options is over three years, with one third vesting annually. The employee must be in active employment with Ballard at the vesting date, at which point they will be able to purchase shares at the exercise value on the vesting date. During the period, the Company incurred recharges from the parent relating to the cost of stock options of £142,160 (11 November 2021 - £nil).
Restricted Share Units are awarded to employees at the price of Ballard Power Systems' common shares on the Toronto Stock Exchange at the award date. The vesting period of the RSUs is over three years, with one third vesting annually. The employee must be in active employment with Ballard at the vesting date, at which point they will be awarded common shares in Ballard Power Systems. During the period, the Company incurred recharges from the parent relating to the cost of RSUs of £255,978 (11 November 2021 - £nil).
Of the total amount payable to the parent at the period end, the Company owed the parent £292,350 (11 November 2021: £nil) relating to share options and RSUs.

Not later than 1 year	88,800	85,200
Later than 1 year and not later than 5 years	54,000	142,800
	142,800	228,000

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BALLARD MOTIVE SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

18.	Related party transactions
	At the year end the Company owed its former director and former shareholder Dr B Todd Nil (Nov 2021: £890,062) for a loan to the company. No interest is charged on the loan.

19.	Subsequent events

During November 2023 Group management have taken the decision to wind down the Company's operations and to ultimately cease trading. The following costs will be incurred due to the winding down:
The Company will incur payroll costs amounting to £1,543,665. This is made up of redundancy payments of £1,439,235, employer's national insurance contributions of £96,253 and employer's pension contributions of £8,177. The final payroll costs will be incurred in December 2023.
The Company will incur mobile phone termination costs of £9,943.
The Company will incur printer lease termination costs of £1,219.
The Company will incur property lease termination costs of £59,000.

20.	Controlling party

On 12 November 2021, the entirety of the Company’s shares were acquired by Ballard Power Systems Inc. As a result, the new ultimate controlling party is Ballard Power Systems Inc.

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