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Company registration number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their strategic report together with the audited financial statements for the year ended 31 March 2025.
This marks the first time that Char.gy has published a Strategic Report alongside its financial statements. Our Board and Management team are pleased to provide a clear view of the company’s strategic direction, commercial progress, and operational performance — and we are committed to continuing this level of transparency in future disclosures.
The principal activity of the Company is to develop, manufacture, operate and maintain on-street electric vehicle (EV) charge points with revenues being generated through the sale of electricity to drivers.
The year ending 31 March 2025 demonstrated strong revenue growth and featured an increase in our commissioned charge points from 3,057 at the start of the year to 3,879, an increase of over 26%. Revenue of £4.1m (2024 - £3.1m) representing growth of over 25%, and an EBITDA loss of £10.3m (2024 – loss £8.9m) is in line with management’s expectations, based on the current market environment and the delays to the tendering process for Local Electric Vehicle Infrastructure (LEVI) funding at local council level getting underway. As of 31 March 2025, the Company has net assets of £22.7m which includes £13.1m of cash held in bank deposits. The Company is dedicated to pioneering EV charge point design and software development, with focus on optimising the product lifecycle (cost and environmental impact), professional installation and customer servicing model. We specialise in hyper-local public charging, replicating the experience of home charging for the estimated 40% of UK households without off-street parking. Our charge points, a mix of lamp post-mounted and bollard units, are core products of Char.gy, recognised for delivering accessibility, cost advantage and dependability. Notably, our ‘night saver’ tariff has delivered exceptional value to customers, making EV ownership more appealing. Where necessary, we also install metered direct grid connection charge points to match the specific needs of council and private customers.
2024 was the first full year under the direction of our new Chief Executive Officer, John Lewis, who worked with the team to further develop a clear strategy and mission: to deliver society's preferred Electric Vehicle charging network accelerating the transition to sustainable transport.
We established a new strategic framework to describe and organise our business activities under five strategic priorities focused on customer service, product design, colleague development, revenue diversification and robust controls and performance management. Simultaneously, the Board and Executive team refined our company values and considered our sustainability agenda, which underpins our commitment to our colleagues, the communities we operate in and the benefits we aim to deliver for the environment (“People & Planet”). The resulting integrated framework directs our effort, prioritisation of resources and targets.
Char.gy is well positioned to benefit from climate transition activities supported by the government, including Local Electric Vehicle Infrastructure Funding (LEVI) and the proposed phasing out of new petrol and diesel car sales (driven by the ZEV Mandate). Our strong product offering, competitive pricing and demonstrated commitment to delivering Social Value enhance our ability to secure future commercial growth, both in response to LEVI and other public and private funding opportunities. While the immediate focus remains on the UK market, there is significant potential to extend our approach internationally. Char.gy’s growing asset management expertise and capabilities present a future opportunity for growth and optimisation of the business’s resources.
Recognising the interconnectivity of commercial, climate, environmental and social challenges, we sought the endorsement of B Corp accreditation. We met the rigorous standards of social and environmental performance, accountability and transparency that is demanded by the assessment process and were successful in receiving accreditation in December. This certification underscores Char.gy’s commitment to objectives that extend beyond shareholder profit, solidifying our role as a purpose-driven organisation.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Business review and future developments (continued)
To provide further structure to and validate our enhanced processes and controls, the company sought and achieved a number of ISO certifications during the year: ISO 9001 – Quality, ISO 14001 – Environment, ISO 27001 – Information Security, and ISO 45001 – Health & Safety.
During the year, we prepared for the expected future growth of our Company. Central to this was the restructuring of our sales team, headed by a newly appointed Chief Revenue Officer. New departments were also created in respect of Legal, Data and Hardware, while other departments also enhanced their staffing levels. This resulted in the headcount increasing from 72 at the end of the last financial year to 92 at the end of the current financial year.
We remain committed to our mission and vision and are excited to be participating in the increasingly active market for LEVI-funded council opportunities. After a slightly delayed start, councils and local authorities are seeking responses to any contract tenders. We are confident that we will be successful in a large number of these opportunities and have the financial, technical and operational backing to deliver for UK communities.
We continue to refine the design of our charge points, to improve their utility, cost efficiency and environmental credentials. This development work will continue at pace during 2025.
The Company has adopted an approach to managing risk within the business and risks are only accepted to build the business where these risks:
1.Fit our business strategy and can be understood, mitigated and managed;
2.Do not expose the business to any single material loss event from an acquisition, business or product; and
3.Do not harm the Company’s brand.
Set out in summary below are the principal risks and uncertainties faced by the Company based on the market sector in which the Company operates. The Board is responsible for assessing the principal risks and these are monitored on a regular basis.
The key financial and non-financial risks identified by the Board and the measures taken to mitigate their impact are:
∙Political
Government policy plays a significant role in shaping the EV charging infrastructure market. A key example is the Zero Emission Vehicle (ZEV) Mandate, which requires an increasing proportion of new car sales to be zero-emission, driving EV uptake and influencing local authority priorities. While specific funding programmes such as the Local Electric Vehicle Infrastructure (LEVI) fund with £343 million confirmed for FY23/24 and FY24/25 support infrastructure rollout, the broader political risk lies in potential changes to policy direction or delays in mandates and incentives which could affect EV ownership levels and therefore chargepoint utilisation. However, given current commitments and momentum, management currently assesses this risk as low.
As a relatively new and rapidly evolving market, government regulation in the EV charging sector is still developing. This includes emerging standards around accessibility, pricing transparency, compatibility between different vehicles and chargers, and reliability; all of which will influence the pace and shape of infrastructure deployment. Char.gy is compliant will all chargepoint regulations.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Principal risks and uncertainties (continued)
∙Economic:
Char.gy’s revenues are currently derived entirely from the sale of electricity to EV drivers. As such, factors influencing EV adoption including government policy and the falling cost of EVs directly affect the Company’s addressable market. Management expects EV penetration to continue rising, which supports long-term revenue growth.
To maximise utilisation and revenue, the Company employs data-driven tools to strategically deploy charge points in high- demand locations. At the same time, management has developed sophisticated energy procurement models to secure favourable electricity prices, ensuring EV charging remains cost-competitive compared to petrol and diesel. In addition to its core revenue stream, the Company is actively developing ancillary revenue opportunities and exploring expansion into enterprise markets and new geographies, further diversifying its growth potential.
∙Technology:
Failure to innovate or adopt the right technologies could limit Char.gy’s ability to scale efficiently and achieve its strategic objectives. To mitigate this, the company has made significant investments in its Hardware, Platform and Solutions Management capabilities, with a focus on developing scalable, interoperable, and future-proof solutions. This includes Char.gy’s industry-leading lamppost charge point; an affordable, reliable, and easily deployable solution that supports efficient rollout and consistent operational performance in a fast-moving market.
∙IT:
The interruption or failure of IT systems and services whether managed internally or through third parties could compromise data security, impact customer service and result in financial or reputational loss. To mitigate this risk, the Company has strengthened its IT function and migrated all services to a secure, cloud-based environment. This ensures applications remain up to date, benefit from robust virus protection and maintain GDPR compliance.
In addition, the Company continues to invest in its cybersecurity capabilities. This includes employee training, regular monitoring and alignment with recognised information security standards such as ISO 27001 to ensure a structured and resilient approach to data protection and risk management.
∙Cyber:
There is an increase in social engineering (manipulation of individuals) targeted at making unauthorised payments. There is also the potential that breaches can occur and result in disruptions of critical IT services.
Our cyber security risks are being managed and mitigated by a new Head of IT and the ongoing implementation of ISO 27001. Each brings structure and expertise to our approach.
∙Financial:
The Board has responsibility for monitoring financial risks and its policies are implemented by the Chief Financial Officer.
∙Price Risk:
The company is exposed to fluctuations in energy prices charged by its energy suppliers which has the potential to negatively impact gross margin. The company has enhanced its modelling expertise to better predict volumes and utilisation and this is used to ensure best prices are negotiated. Where possible Char.gy enters into fixed-price energy supply contracts to provide cost certainty and shield margins from market volatility.
∙Liquidity:
This is the risk that the Company will encounter difficulty in meeting its financial obligations when they fall due. The Company maintains sufficient headroom in its cash position to ensure that it can meet its obligations and manage unexpected events. Monthly cashflow forecasts, monitoring actual performance against expectations, are issued to the Board.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Key performance indicators
Char.gy uses a range of financial and non-financial KPIs to monitor performance against its strategic objectives and to support effective decision-making by management and the Board. These KPIs are selected to reflect key drivers of value and risk within the business and are reviewed periodically to ensure continued relevance.
∙Availability:
Network availability was 99.1% in the period. This was above the budgeted figure of 99.0%.
The Directors have assessed future cash flows of the company at the date of approving the financial statements. The Company relies on financial support from investors and related parties to execute strategic growth and to meet its day-to day working capital requirements.
During the year, the Company received a capital injection of £20,000,245 from ZCIIF Hold Co 3 Limited. This cash injected along with further financial support available will enable the Company to continue to trade in operational existence for the foreseeable future. The investors and related parties have also confirmed their ability and willingness to support the Company for the next 12 months from the date of signing these financial statements. The Directors have assessed future cash flows of the Company and received confirmation from investors and related parties of their ability and willingness to support the Company for the next 12 months from the date of signing these financial statements. The Directors therefore have a reasonable expectation that the Company has adequate resources to continue operations and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. As a result, the Directors do not consider there to be any material uncertainty in relating to the Company's ability to continue as a going concern. Accordingly, the Company continues to adopt the going concern basis in preparing the financial statements.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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.
The loss for the year, after taxation, amounted to £10,767,989 (2024 - loss £9,258,094).
The directors have not recommended the payment of a dividend in respect of the year ended 31 March 2025 (2024 - £nil).
The directors who served during the year were:
The Company has chosen in accordance with the Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and principal risks and uncertainties sections.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHAR.GY LIMITED
We have audited the financial statements of Char.gy Limited (the 'Company') for the year ended 31 March 2025, which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows 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).
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 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.
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 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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHAR.GY LIMITED (CONTINUED)
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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHAR.GY LIMITED (CONTINUED)
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.
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:
∙The Company is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to
management and those responsible for legal and compliance procedures.
∙The engagement lead assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
°Understanding how those charged with governance considered and addressed the potential for override of controls
or other inappropriate influence over the financial reporting process; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of unusual journals and complex transactions; and
°Risk of incorrect recognition of revenue; and
°Risk of fictitious employees
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditor's Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHAR.GY LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Magna House
18-32 London Road
TW18 4BP
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INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 30 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
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ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Char.gy Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
2.Accounting policies
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 (see note 3).
The following principal accounting policies have been applied:
The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries could be excluded from consolidation by section 405 of the Companies Act 2006.
The company made a loss after tax of £10,767,989 (2024: £9,258,094) during the year ended 31 March 2025 and at that date had net assets of £22,713,088 (2024: £13,480,522).
The Directors have assessed future cash flows of the company at the date of approving the financial statements. The Company relies on financial support from investors and related parties to execute strategic growth and to meet its day-to-day working capital requirements. During the year, the Company received a capital injection of £20,000,245 from ZCIIF Hold Co 3 Limited in exchange for 52,753 A share. This cash injected along with further financial support available will enable the Company to continue to trade in operational existence for the foreseeable future. The investors and related parties have also confirmed their ability and willingness to support the Company for the next 12 months from the date of signing these financial statements. The Directors, therefore, have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. As a result, the Directors do not consider there to be any material uncertainty in relation to the Company's ability to continue as a going concern. Accordingly, the Company continues to adopt the going concern basis in preparing the financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Revenue is generated from the supply and installation of electric car charging points and charging customers for the use of electric car charge points on a Pay As You Go basis (PAYG). Revenue from the supply and installation of electric car charging points is recognised at the point the charging point has been installed. PAYG revenue is recognised over the period in which the service provided relates. 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.
Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature arerecognised in the Income Statement in the same period as the related expenditure.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The concession contract has been initially recognised at fair value based on the overall services under the terms of the contractual arrangement as the operator of the charging points. All other intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The directors consider the following to be critical judgments, estimates and assumptions used in the preparation of these financial statements: Management have estimated that the Development platform has a useful life of 10 years on the basis that the future profits occurring as result of the platform will match amortisation over that period. This will be amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and then physical condition of the asset. Management have estimated that the charging points have a useful life of 10 years based on the terms of the long term contracts held which will match amortisation over that period. This will be amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and then physical condition of the asset. Management have carried out a review to identify whether there are any indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 21
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 22
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The company has gross losses carried forward of £33,441,024 (2024 - £22,013,548) which if fully recognised would give a rise to a deferred tax asset of £8,360,256 (2024 - £5,503,387). These assets have not been recognised in the financial statements as there is currently insufficient certainty about the availability of future taxable profits to offset these amounts.
In addition to this there are net short term and fixed asset timing differences totalling £3,243,677 (2024 - £2,468,825) which if fully recognised would give a rise to a deferred tax liability of £810,919 (2024 - £617,206). These liabilities have not been recognised as there is a legally enforceable right to offset against any deferred tax asset and the entity intends to settle on a net basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 24
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