Char.gy Limited
Annual Report and Financial Statements
For the year ended 31 March 2026
Company Registration No. 10222179 (England and Wales)
Char.gy Limited
Company Information
Directors
O M Brighton
J C Lewis
G E Lipczynski
C S McDowell
G P Ridd
G A M Watson
Company number
10222179
Registered office
55 King William Street
London
United Kingdom
EC4R 9AD
Auditor
Menzies LLP
Chartered Accountants & Statutory Auditor
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP
Char.gy Limited
Contents
Page
Strategic report
1 - 5
Directors' report
6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Statement of comprehensive income
12
Balance sheet
13
Statement of changes in equity
14
Statement of cash flows
15
Notes to the financial statements
16 - 32
Char.gy Limited
Strategic Report
For the year ended 31 March 2026
Page 1

The directors present the ir strategic report together with the audited financial statements for the year ended 31 March 2026.

Introduction

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.

Principal Activities

The principal activity of the Company is to develop, manufacture, operate and maintain on-street electric vehicle (EV) charge points with turnover being generated through the sale of electricity to drivers.

The year ending 31 March 2026 demonstrated strong turnover growth and featured an increase in our commissioned charge points from 3,879 at the start of the year to 4,978, an increase of over 28%.

Turnover of £5.6m (2025 - £4.1m) representing growth of over 3 7%, and an EBITDA loss of £11.7 m (2025 – loss £10.3m) 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 2026, the Company has net assets of £15.2 m which includes £4.8 m of cash held in bank deposits.

Char.gy is an award-winning EV charging infrastructure company specialising in local, on-street public charging that is designed to serve the estimated 40% of UK households without access to off-street parking. We've spent a decade designing, manufacturing and refining our chargepoint technology, specialising in lamppost-mounted and bollard chargepoints that draw power from existing street infrastructure, creating significant cost savings and making us the most affordable public charging provider in the country. During this time, we have built deep expertise in deployment, operations and customer service across local authority partnerships. Our product portfolio now spans from 5kW to higher-power 22kW chargepoints for busier locations, allowing us to serve a broader range of street types and customer requirements, ensuring all drivers have access to charging.

Char.gy Limited
Strategic Report (Continued)
For the year ended 31 March 2026
Page 2

Business review and future developments

2025 was the second full year under the direction of our Chief Executive Officer, John Lewis, and the year in which Char.gy’s strategy delivered tangible, market-leading results. Building on the foundations established in the prior year, the team executed with confidence across every dimension of the business in growing our network, expanding our product range and securing the first LEVI-funded deployment.

Our strategic framework organised around the priorities of customer service, product design, colleague development, turnover diversification and robust controls and performance management continued to direct our efforts and resource allocation during the year. Our company values and sustainability agenda, underpinning our commitment to our colleagues, the communities we operate in and the environment (“People & Planet”), remain central to our decision making.

Char.gy proudly deployed the first LEVI-funded chargepoint in the country in Brighton, significant evidence of our ability to compete and win in government backed infrastructure programmes. This deployment marks the beginning of a substantial pipeline of LEVI-funded council opportunities, and validates our investment in product, commercial and operational capabilities over recent years. Councils and local authorities are now actively progressing contract tenders. Char.gy has secured a number of these opportunities and expects to continue winning further contracts as procurement gathers pace.

The year also saw the commercial deployment of our on-door charge point, further extending Char.gy’s product portfolio and our ability to serve residents without off-street parking. This innovative solution strengthens our position as the leading provider of hyper-local, on-street EV charging and broadens the range of environments in which we can operate.

Char.gy is well positioned to benefit from the continued policy momentum behind EV adoption, including the LEVI funding programme and the Zero Emission Vehicle (ZEV) Mandate, which requires an increasing proportion of new car sales to be zero-emission. Our strong product offering, competitive pricing and demonstrated commitment to delivering Social Value enhance our ability to secure future commercial growth across both public and private funding opportunities. While the immediate focus remains on the UK market, there is significant potential to extend our approach internationally.

The Company is a certified B Corp, reflecting our commitment to meeting rigorous standards of social and environmental performance, accountability and transparency. This certification underscores Char.gy’s commitment to objectives that extend beyond shareholder profit, solidifying our role as a purpose-driven organisation.

The Company continues to benefit from its ISO certifications — ISO 9001 (Quality), ISO 14001 (Environment), ISO 27001 (Information Security) and ISO 45001 (Health & Safety) — which provide structure and validation to our enhanced processes and controls.

During the year, the Company continued to invest in its team to support the next phase of growth. Headcount increased from 92 at the start of the year to 104 at 31 March 2026, reflecting continued investment across our commercial, technical and operational functions.

We remain highly confident in our strategy and excited by the opportunities ahead. With our first LEVI deployment delivered, an expanded product range, an established network of 4,978 chargepoints, a significant secured pipeline of new installations and a strengthened team, Char.gy is well placed to accelerate its growth and deliver for UK communities. We continue to refine the design of our charge points to improve their utility, cost efficiency and environmental credentials, and this development work will continue at pace during the upcoming financial year.

Char.gy Limited
Strategic Report (Continued)
For the year ended 31 March 2026
Page 3

Principal Risks and uncertainties

The Company has adopted an approach to managing risk within the business and risks are only accepted to build the business where these risks:

- Fit our business strategy and can be understood, mitigated and managed;

- Do not expose the business to any single material loss event from an acquisition, business or product; and

- 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. Specific funding programmes, such as the £343 million Local Electric Vehicle Infrastructure (LEVI) fund, currently underpin infrastructure rollout, but political risks to market stability exist. Changes in policy direction or delays in mandates and incentives 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 with all chargepoint regulations and actively manages risks related to regulatory change and uncertainty.

Economic

Char.gy’s turnover is currently derived entirely from the sale of electricity to EV drivers, creating concentration risk to its financial sustainability. 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 turnover growth.

To maximise utilisation and turnover, 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 turnover stream, the Company is actively developing ancillary turnover 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 Product 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.

Char.gy Limited
Strategic Report (Continued)
For the year ended 31 March 2026
Page 4
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. As a growth-stage business, the Company is reliant on continued investor support to fund strategic expansion. The Board actively monitors cash position and funding runway.
Price Risk
The company is exposed to fluctuations in energy prices charged by its energy suppliers which have 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.
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

Poor performance of installed hardware could pose a material risk to Char.gy. The high quality of our hardware, software, maintenance programmes and operating model ensure that network availability was 99% in the period (2024 – 99%).

Char.gy Limited
Strategic Report (Continued)
For the year ended 31 March 2026
Page 5

Going Concern

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 £5,000,346 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.

O Brighton
Director
23 June 2026
Char.gy Limited
Directors' Report
For the year ended 31 March 2026
Page 6

The directors present their annual report and financial statements for the year ended 31 March 2026.

Results and dividends

The results for the year, after taxation, amounted to a loss of £12,480,305 (2025: - loss £10,767,989).

The directors have not recommended the payment of a dividend in respect of the year ended 31 March 2026 (2025 - £nil).

Directors

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

O M Brighton
J C Lewis
G E Lipczynski
C S McDowell
G P Ridd
G A M Watson
Auditor

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.

Matters covered in the Strategic Report

The company has chosen in accordance with 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 section.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

On behalf of the board
O M Brighton
O Brighton
Director
23 June 2026
Char.gy Limited
Directors' Responsibilities Statement
For the year ended 31 March 2026
Page 7

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

- make judgements 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; and

- 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 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.

Char.gy Limited
Independent Auditor's Report
To the Members of Char.Gy Limited
Page 8
Opinion

We have audited the financial statements of Char.gy Limited (the 'company') for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including 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 March 2026 and of its loss for the year 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 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.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Char.gy Limited
Independent Auditor's Report (Continued)
To the Members of Char.Gy Limited
Page 9

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the Strategic Report and the Directors' R eport 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.

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 identifie d material misstatements in the Strategic Report or the Directors' R eport.

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' R esponsibilities S tatement, 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.

Char.gy Limited
Independent Auditor's Report (Continued)
To the Members of Char.Gy Limited
Page 10
Auditor's 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 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.

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.

Char.gy Limited
Independent Auditor's Report (Continued)
To the Members of Char.Gy Limited
Page 11
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Hezelina Hashim FCCA
Senior Statutory Auditor
for and on behalf of Menzies LLP
Chartered Accountants & Statutory Auditor
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP
23 June 2026
Char.gy Limited
Statement of Comprehensive Income
For the year ended 31 March 2026
Page 12
2026
2025
as restated
Notes
£
£
Turnover
3
5,609,247
4,125,912
Cost of sales
(3,952,325)
(3,658,645)
Gross profit
1,656,922
467,267
Operating costs
(669,337)
(683,378)
Administrative expenses
(13,908,795)
(11,025,366)
Other operating income
3
266,172
215,568
Operating loss
4
(12,655,038)
(11,025,909)
Interest receivable and similar income
177,006
284,840
Loss before taxation
(12,478,032)
(10,741,069)
Tax on loss
8
(2,273)
(26,920)
Loss for the financial year
(12,480,305)
(10,767,989)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

Char.gy Limited
Balance Sheet
As at 31 March 2026
Page 13
2026
2025
Notes
£
£
£
£
Fixed assets
Intangible assets
9
2,385,956
2,520,193
Tangible assets
10
3,193,603
2,263,019
Investments
11
1
1
5,579,560
4,783,213
Current assets
Stock
13
6,606,685
6,495,913
Debtors
14
2,541,853
1,715,626
Cash at bank and in hand
4,822,463
13,114,427
13,971,001
21,325,966
Creditors: amounts falling due within one year
15
(4,317,382)
(3,396,091)
Net current assets
9,653,619
17,929,875
Net assets
15,233,179
22,713,088
Capital and reserves
Called up share capital
16
2,164
1,977
Share premium account
17
59,436,679
54,436,470
Profit and loss reserves
18
(44,205,664)
(31,725,359)
Total equity
15,233,179
22,713,088
The financial statements were approved by the board of directors and authorised for issue on 23 June 2026 and are signed on its behalf by:
O Brighton
Director
Company Registration No. 10222179
Char.gy Limited
Statement of Changes in Equity
For the year ended 31 March 2026
Page 14
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2024
1,143
34,436,749
(20,957,370)
13,480,522
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
-
(10,767,989)
(10,767,989)
Issue of share capital
16
834
19,999,721
-
20,000,555
Balance at 31 March 2025
1,977
54,436,470
(31,725,359)
22,713,088
Year ended 31 March 2026:
Loss and total comprehensive income for the year
-
-
(12,480,305)
(12,480,305)
Issue of share capital
16
187
5,000,209
-
5,000,396
Balance at 31 March 2026
2,164
59,436,679
(44,205,664)
15,233,179
Char.gy Limited
Statement of Cash Flows
For the year ended 31 March 2026
Page 15
2026
2025
Notes
£
£
£
£
Cash outflows from operating activities
23
(11,506,091)
(9,454,891)
Investing activities
Purchase of intangible assets
(427,587)
(1,462,952)
Purchase of tangible fixed assets
(1,454,477)
(523,423)
Proceeds from disposal of tangible fixed assets
400
-
Loans issued
(81,630)
-
Interest received
177,006
284,840
Net cash used in investing activities
(1,786,288)
(1,701,535)
Financing activities
Proceeds from issue of shares
5,000,415
20,000,555
Net cash generated from financing activities
5,000,415
20,000,555
Net (decrease)/increase in cash and cash equivalents
(8,291,964)
8,844,129
Cash and cash equivalents at beginning of year
13,114,427
4,270,298
Cash and cash equivalents at end of year
4,822,463
13,114,427

The notes on pages 16 to 32 form part of these financial statements.

Char.gy Limited
Notes to the Financial Statements
For the year ended 31 March 2026
Page 16
1
Accounting policies
Company information

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.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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 financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The company made a loss after tax of £12,480,305 (2025: £10,767,989) during the year ended 31 March 2026 and at that date had net assets of £15,233,179 (2025: £22,713,088).true

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 £5,000,346 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.

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
1
Accounting policies
(Continued)
Page 17
1.3
Turnover

Turnover shown in the Income Statement represents amounts receivable for products and services sold during the year in the normal course of business, net of trade discounts, VAT and other sales and related taxes.

Turnover 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).

Turnover from the supply and installation of electric car charging points is recognised at the point the charging point has been installed. PAYG turnover is recognised over the period in which the service provided relates.

1.4
Intangible fixed assets other than goodwill

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:

Patents
20% using the straight-line method
Development Platform
10% using the straight-line method
Demand Mapping Tool
20% using the straight line method
Development Projects
20% using the straight line method
Software
to be amortised on completion
Concession Contract
over the term of the contract
1.5
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.

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

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
1
Accounting policies
(Continued)
Page 18
Depreciation is provided on the folowing basis:
Long-term leasehold property
over the term of the lease
Plant and machinery
33% using the straight-line method
Motor vehicles
33% using the straight-line method
Fixtures and fittings
20% using the straight-line method
Charging points
10% using the straight-line method
Assets under construction
To be depreciated upon installation

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.

1.6
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

1.7
Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

1.8
Stock

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

1.9
Financial instruments
Impairment of financial assets

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
1
Accounting policies
(Continued)
Page 19
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

1.11
Retirement benefits

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 the Statement of Comprehensive Income 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 independent administered funds.

1.12
Leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's b enefit from the use of the leased asset.

1.13
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
1
Accounting policies
(Continued)
Page 20
1.14
Foreign exchange

The company's functional and presentational currency is GBP.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

1.15

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.

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.

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
1
Accounting policies
(Continued)
Page 21
1.16

Interest income

Interest income is recognised in profit or loss using the effective interest method.

1.17

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
Judgements and key sources of estimation uncertainty

The preparation of the financial statements require management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.

The directors consider the following to be critical judgments, estimates and assumptions used in the preparation of these financial statements:

Critical judgements
Useful life of the Development platform

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.

Useful life of the Charging points

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.

Impairment of tangible and intangible assets

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.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 22
3
Turnover and other income

An analysis of turnover by class of business is as follows:

2026
2025
£
£
Turnover analysed by class of business
Charging revenue
5,419,700
4,086,297
Supply and installation
-
25,215
Service revenue
189,547
14,400
5,609,247
4,125,912
2026
2025
£
£
Other operating income
R&D expenditure credit
11,958
165,084
Service concession income
160,519
50,484
Grant income
93,695
-
266,172
215,568

All turnover arose within the United Kingdom.

4
Operating loss
2026
2025
Operating loss for the year is stated after charging:
£
£
Depreciation of tangible fixed assets
482,175
487,962
Impairment of tangible fixed assets
-
37,296
Operating lease rentals
548,217
301,367
Loss on disposal of tangible fixed assets
41,316
18,681
Loss on disposal of intangible fixed assets
-
6,480
Foreign exchange loss
13,184
19,734
Research and development
11,958
192,999
Amortisation of intangible assets
502,640
234,746
Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 23
5
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
37,500
32,000
For other services
Taxation compliance services
-
0
3,300
Other taxation services
6,850
10,600
All other non-audit services
10,688
15,667
17,538
29,567
6
Employees

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

2026
2025
Number
Number
Employees
100
81

Staff costs, including directors' remuneration, were as follows:

2026
2025
£
£
Staff wages and salaries
6,850,788
5,484,511
Directors salaries
489,368
474,982
Social security costs
955,146
706,369
Pension costs
184,032
141,514
8,479,334
6,807,376
Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 24
7
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
489,368
474,982
Company pension contributions to defined contribution schemes
12,465
11,664
501,833
486,646

The above directors' remuneration of £489,368 (2025 - £474,982) does not include benefits the directors received during the year which amounted to £5,289 (2025: £2,488).

The highest paid director received remuneration of £264,463 (2025 - £256,545).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,750 (2025 - £6,584).

8
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
11,181
(116,605)
Adjustments in respect of prior periods
(8,908)
(64,980)
Total current tax
2,273
26,920

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below.

2026
2025
£
£
Loss before taxation
(12,478,032)
(10,741,069)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
(3,119,508)
(2,685,267)
Tax effect of expenses that are not deductible in determining taxable profit
718
21,422
Tax effect of income not taxable in determining taxable profit
-
0
(12,621)
Adjustments in respect of prior years
(8,908)
(4,446)
Fixed asset difference
185,327
7,336
Movement in deferred tax not recognised
2,944,644
2,700,496
Taxation charge for the year
2,273
26,920
Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
8
Taxation
(Continued)
Page 25

Deferred tax

The Company has gross losses carried forward of £46,291,185 (2025: £33,441,024) which if fully recognised would give rise to a deferred tax asset of £11,572,796 (2054: £8,360,256). 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 £3,421,774 (2025: £3,243,677) which if fully recognised would give rise to a deferred tax liability of £855,444 (2025: £810,919). 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.

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 26
9
Intangible fixed assets
Development Platform
Demand Mapping Tool
Patents
Concession Contract
Software
Development Projects
Total
£
£
£
£
£
£
£
Cost
At 1 April 2025
22,000
1,265,518
284,110
1,135,660
-
0
676,080
3,383,368
Additions
-
0
-
0
-
0
285,591
141,996
-
0
427,587
Disposals
-
0
-
0
-
0
-
-
0
(83,520)
(83,520)
At 31 March 2026
22,000
1,265,518
284,110
1,421,251
141,996
592,560
3,727,435
Amortisation and impairment
At 1 April 2025
14,833
747,293
13,456
44,309
-
0
43,284
863,175
Amortisation charged for the year
4,400
127,044
56,822
183,277
29,762
101,335
502,640
Disposals
-
0
-
0
-
0
-
-
0
(24,336)
(24,336)
At 31 March 2026
19,233
874,337
70,278
227,586
29,762
120,283
1,341,479
Carrying amount
At 31 March 2026
2,767
391,181
213,832
1,193,665
112,234
472,277
2,385,956
At 31 March 2025
7,167
518,225
270,654
1,091,351
-
632,796
2,520,193
For simplicity, asset classes "No-drill development" and "Controller Development costs" shown separately in the prior year accounts have been combined into "Development Projects".
Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 27
10
Tangible fixed assets
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Charging points
Assets under construction
Total
£
£
£
£
£
£
£
Cost
At 1 April 2025
48,464
871,890
78,669
79,296
2,372,072
20,320
3,470,711
Additions
77,161
68,911
-
0
10,503
1,287,904
9,998
1,454,477
Disposals
(48,464)
(243,757)
(7,295)
-
0
(15,609)
-
0
(315,125)
Transfers
-
0
-
0
-
0
-
0
20,320
(20,320)
-
0
At 31 March 2026
77,161
697,044
71,374
89,799
3,664,687
9,998
4,610,063
Depreciation and impairment
At 1 April 2025
25,578
631,921
70,738
34,686
444,769
-
0
1,207,692
Depreciation charged in the year
15,551
126,786
7,931
17,506
314,401
-
0
482,175
Eliminated in respect of disposals
(29,616)
(235,767)
(7,295)
-
0
(729)
-
0
(273,407)
At 31 March 2026
11,513
522,940
71,374
52,192
758,441
-
0
1,416,460
Carrying amount
At 31 March 2026
65,648
174,104
-
0
37,607
2,906,246
9,998
3,193,603
At 31 March 2025
22,886
239,969
7,931
44,610
1,927,303
20,320
2,263,019
Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 28
11
Fixed asset investments
2026
2025
Notes
£
£
Investments in subsidiaries
12
1
1
12
Subsidiaries

The following was a subsidiary undertaking of the Company:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Char.gy Assets Limited
United Kingdom
Ordinary
100

Registered office addresses (all UK unless otherwise indicated):

1
55 King William Street, London, England, EC4R 9AD
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Char.gy Assets Limited
1
-
0
13
Stock
2026
2025
£
£
Raw materials and consumables
1,569,345
1,696,665
Stock in transit
142,854
54,388
Finished goods and goods for resale
4,894,486
4,744,860
6,606,685
6,495,913

The carrying value of stocks are stated net of impairment losses totalling £23,346 (2025: £408,925).

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 29
14
Debtors
2026
2025
Amounts falling due within one year:
£
£
Trade debtors
165,906
462
Other debtors
1,698,096
756,333
VAT Recoverable
189,959
282,134
Prepayments and accrued income
440,229
421,929
Tax recoverable
47,663
254,768
2,541,853
1,715,626

Included within other debtors is restricted cash of £302,622 (2025: £nil) relating to a performance bond.

15
Creditors: amounts falling due within one year
2026
2025
£
£
Trade creditors
464,917
600,652
Taxation and social security
245,443
202,068
Other creditors
162,674
155,367
Accruals and deferred income
3,444,348
2,438,004
4,317,382
3,396,091
16
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
155,314
142,125
1,553
1,421
Ordinary B shares of 1p each
17,520
17,520
175
175
Ordinary D shares of 1p each
9,822
9,425
98
94
Ordinary E shares of 1p each
33,776
28,651
338
287
216,432
197,721
2,164
1,977

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
16
Share capital
(Continued)
Page 30

Each Ordinary A share has full rights in the company with respect to voting, dividends and distributions.

Each Ordinary B share has full rights in the company with respect to voting, dividends but not equal rights with respect to distributions.

Each Ordinary D share has full rights in the company with respect to dividends but not equal rights with respect to voting rights and distributions.

Each Ordinary E share has no rights in the company with respect to voting and dividends.

During the year, the Company received a capital injection of £5,000,346 from ZCIIF Hold Co 3 Limited in exchange for 13,189 A shares for strategic growth purposes and for working capital requirements. ZCIIF Hold Co 3 Limited is the controlling party by virtue of its majority shareholding.

17
Share premium account

The share premium account represents premiums paid in excess of the company's ordinary shares nominal value.

18
Profit and loss reserves

The profit and loss account represents retained earnings and accumulated losses attributable to the shareholders of the company.

19
Operating lease commitments
As lessee

At the balance sheet date the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2026
2025
£
£
Within 1 year
795,559
366,339
Years 2-5
2,185,777
184,261
2,981,336
550,600
Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 31
20
Related party transactions

The Company has taken advantage of the exemption in FRS 102 not to disclose transactions entered into between members of the Group where subsidiaries party to the transaction are wholly owned members of the Group.

At 1 April 202 5, the company owed C McDowell £1,029. During the year further advances in form of reimbursable expenses were made of £2,038 and repayments made of £3,067. At 31 March 202 6, an amount of £nil was owed from the company to C McDowell. No interest was charged on these amounts.

At 1 April 202 5, the company owed G Watson £236. During the year further advances in form of reimbursable expenses were made of £nil and repayments made of £236. At 31 March 202 6, an amount of £nil was owed from the company to G Watson. No interest was charged on these amounts.

At 1 April 202 5, £125 was owed to J Lewis. During the year further advances in form of reimbursable expenses were made of £686 and repayments made of £811. At 31 March 202 6, an amount of £nil was owed from the company to J Lewis. No interest was charged on these amounts.

At 1 April 202 5, £563 was owed to O Brighton. During the year further advances in form of reimbursable expenses were made of £nil and repayments made of £563. At 31 March 202 6, an amount of £nil was owed from the company to O Brighton. No interest was charged on these amounts.

21
Ultimate controlling party

ZCIIF Hold Co 3 Limited is the controlling party by virtue of its majority shareholding.

22
Prior period restatement

There has been a reclassification of some costs in the prior period Statement of Comprehensive Income to reflect the substance of those costs which are presentational, but this restatement does not affect overall profit, the Statement of Financial Position or the Cash Flow Statement for the period period. The reclassification results in an increase to cost of sales of £41,996, decrease to administrative expenses of £390,383 and an increase to operating costs of £348,387.

Char.gy Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2026
Page 32
23
Cash generated from/(absorbed by) operations
2026
2025
£
£
Loss for the year after tax
(12,480,305)
(10,767,989)
Adjustments for:
Taxation charged
2,273
26,920
Corporation tax received
216,790
141,442
Interest received
(177,006)
(284,840)
Loss on disposal of tangible fixed assets
41,316
18,681
Loss on disposal of intangible assets
59,184
6,480
Amortisation and impairment of intangible assets
502,640
234,746
Depreciation and impairment of tangible fixed assets
482,175
525,258
R&D expenditure credit
(11,958)
(165,084)
Movements in working capital:
Increase in stock
(110,772)
(1,008,891)
Decrease/(Increase) in debtors
(951,702)
375,369
Increase in creditors
921,274
1,443,017
Cash generated from/(absorbed by) operations
(11,506,091)
(9,454,891)
24
Analysis of changes in net debt
2026
£
Opening net funds
Cash at bank and in hand
13,114,427
Changes in net debt arising from:
Cash flows of the entity
(8,291,964)
Closing net funds as analysed below
4,822,463
Closing net funds
Cash at bank and in hand
4,822,463
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