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Registered number:SC581107
FOREV LIMITED
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 NOVEMBER 2024
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FOREV LIMITED
REGISTERED NUMBER:SC581107
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BALANCE SHEET
AS AT 30 NOVEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf.
The notes on pages 3 to 11 form part of these financial statements.
Page 1
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
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Capital redemption reserve
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Shares repurchased during the year
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The notes on pages 3 to 11 form part of these financial statements.
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Page 2
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
FOREV Limited is a private limited company incorporated in Scotland. The registered office is Suite 60 4-5 Lochside Way, Edinburgh Park, Edinburgh, Scotland, EH12 9DT.
The principal activity of the company is the installation, operation and maintenance of electrical vehicle infrastructure chargepoint equipment.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. At the balance sheet date the Company is in a net liabilities position (see page 1). A primary driver of this net liabilities position is outstanding loan notes (see note 8) which have been provided by an existing significant shareholder (Scottish National Investment Bank Plc (“The Bank”)) and are repayable on maturity in November 2027.
The directors have prepared cashflow forecasts over a 12 month period which incorporate appropriate downside sensitivities, including the timing of discretionary investment into new sites coming online and the associated cash generation from these future sites. As disclosed in note 16 the company agreed additional funding in June 2025 from The Bank which underpins the company's continued capital expenditure plans for the review period. This additional funding continues to support the expansion of FOR EV’s installed network servicing public demand and fleet transition market segments, both of which are forecasting long term structural growth. FOR EV has continued to build on its early-mover success in the fleet transition market, growing its customer base through a comprehensive and bespoke Charging as a Service model. In addition, consistent with supporting the Company’s high growth strategy, the Company is making positive progress in fundraising to provide further capital whilst securing this further loan funding from The Bank.
Considering these factors, the directors have made an informed judgement that there is a reasonable expectation that the company will continue to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. As a result, the directors have continued to adopt the going concern basis of accounting in preparing the financial statements.
Page 3
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
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:
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.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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Leased assets: the Company as lessee
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Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
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 Profit and loss account in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Page 4
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
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 balance sheet 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.
Page 5
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
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:
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Assets under construction
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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.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
Page 6
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the Balance sheet.
The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.
The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.
Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.
Page 7
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
The average monthly number of employees, including directors, during the year was 31 (2023 - 19).
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Assets under construction
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Transfers between classes
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Charge for the year on owned assets
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Charge for the year on financed assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Page 8
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Net obligations under hire purchase contracts
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Net obligations under hire purchase contracts
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Government grants received
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Loan notes represents two convertible loan notes issued to The Scottish National Investment Bank. Interest accrues at 10%-12% per annum. Both loan notes' principal and interest are repayable on maturity in November 2027. The loan notes are secured by a bond and floating charge over the assets of the company. The loan notes are convertible into equity if certain conditions are met.
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Page 9
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
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Allotted, called up and fully paid
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51,720 (2023 - 51,720) Series A Ordinary shares of £0.00001 each
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108,836 (2023 - 121,336) Ordinary shares of £0.00001 each
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On 14th December 2023, the Company completed a share buyback agreement for 12,500 Ordinary Shares for a total consideration of £290,000.
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Capital redemption reserve
The capital redemption reserve is included within equity to reflect the transfer of funds when the Company purchased its own shares out of distributable profits.
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During the prior year, the Company issued 26,759 share options at an exercise price of £5.51. The options are generally exercisable on an exit only. The maximum vesting period is 10 years after which the options lapse.
Details of the share options outstanding during the period are as follows:
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Weighted average exercise price (pence)
2024
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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Page 10
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
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At 30 November 2024 the Company had capital commitments as follows:
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Contracted for but not provided in these financial statements
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Post balance sheet events
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In June 2025 the company issued a £5M loan note to an existing significant shareholder, Scottish National Investment Bank Plc. The loan note is to be drawn down in tranches and is repayable in full 18 months from the date of first drawdown.
Throughout the year the company was under the control of the Directors.
The auditors' report on the financial statements for the year ended 30 November 2024 was unqualified.
The audit report was signed on 4 July 2025 by Stuart Rose (Senior statutory auditor) on behalf of Anderson Anderson & Brown Audit LLP.
Page 11
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