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Registered number: 12633050 IDUNA INFRASTRUCTURE LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
IDUNA INFRASTRUCTURE LIMITED COMPANY INFORMATION
Directors | P E Dias
| A Ghafoor
| A J Fielden-Gray
| H P Manisty (resigned 16 April 2026)
| W K Stratton-Morris
| M V Heel
| R I Powell
| F J H Osman (appointed 9 December 2025)
Registered number | 12633050
Registered office | Vincent Court
| Ground Floor 853-855
| London Road
| Westcliff-on-Sea
| Essex
| SS0 9SZ
Independent auditors | WR Partners
| Chartered Accountants & Statutory Auditors
| Belmont House
| Shrewsbury Business Park
| Shrewsbury
| Shropshire
| SY2 6LG
IDUNA INFRASTRUCTURE LIMITED CONTENTS
| Page
Group strategic report | 1 - 5
Directors' report | 6 - 7
Independent auditors' report | 8 - 11
Consolidated statement of comprehensive income | 12
Consolidated statement of financial position | 13 - 14
Company statement of financial position | 15
Consolidated statement of changes in equity | 16
Company statement of changes in equity | 17
Consolidated statement of cash flows | 18 - 19
Notes to the financial statements | 20 - 44
IDUNA INFRASTRUCTURE LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2025. The principal activities of the Group are to develop, own, operate and maintain a nationwide network of electric vehicle chargers for use by the public, and to support the United Kingdom's need for the electrification of transport.
Business review
2025 saw the Group continue with its vision of becoming the EV driver’s number one CPO of choice with strong customer growth and the launch of a number of customer centric products and developments. Be.EV was ranked #2 Medium sized network in the annual ZapMap survey, as voted by drivers, improving on a rank of 4th in 2024, testament to the customer centric approach adopted by the Group. 2025 was also a year of strong organic network growth, driven by continued investment in the rollout of EV charging infrastructure and the execution of its core strategy. During the year, the Group expanded its network through the development and energisation of new sites across the UK, progressing a robust pipeline and increasing its operational footprint in line with plan. This growth has been underpinned by disciplined capital deployment, a focus on high-quality locations, and continued emphasis on customer experience and network reliability. A key driver of performance during the year has been the successful introduction and growth of the Group’s subscription offering, including its market-leading 39p/kWh pricing proposition. This initiative has been well received by customers, supporting increased utilisation across the network and strengthening customer loyalty. The competitive and transparent pricing model has enabled the Group to differentiate itself in a crowded market, contributing to an increase in market share and reinforcing its position as a leading provider of accessible and reliable public EV charging infrastructure in the UK. Post year end, the Group completed the acquisition of Mer Charging UK Limited. This represents a significant strategic step in accelerating network scale and geographic coverage, and further strengthens the Group’s position within the UK EV charging market. Funding and capital structure The Group remains well capitalised to support its growth ambitions. The £55 million debt facility secured from NatWest and KfW IPEX-Bank continues to provide long-term funding for infrastructure rollout, supplemented by ongoing equity support from the Group’s ultimate parent. Operational performance Network utilisation has continued to grow exponentially in line with management expectations, reflecting: •Increasing EV adoption across the UK •Improved network scale and geographic coverage •A continued focus on customer experience, reliability and pricing transparency The Group’s strategy remains centred on delivering a high-quality, customer-first charging network, supported by targeted marketing and strong brand positioning. Page 1
IDUNA INFRASTRUCTURE LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Sustainability and community impact The Group is committed to supporting the UK’s decarbonisation objectives by enabling the transition to electric mobility. In delivering its infrastructure programme, the Group: •Prioritises local employment where possible •Works with UK-based suppliers and contractors •Seeks to create long-term, sustainable infrastructure within the communities it serves Going concern and financial support The Directors have an expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Company has received confirmation that its parent will provide financial support for a period of at least 12 months from the date of approval of these financial statements, if required. EV market growth The UK electric vehicle (EV) market continued to grow during 2025, despite ongoing macroeconomic uncertainty, cost of living pressures and evolving government policy. Battery electric vehicle (BEV) adoption has remained on an upward trajectory, supported by both regulatory drivers and increasing consumer acceptance. During the year, BEVs accounted for approximately 20%–25% of new car registrations, with full year penetration remaining materially ahead of prior periods. This reflects continued momentum in the transition away from internal combustion engine vehicles. The regulatory backdrop remains a key driver of growth. The UK Government’s Zero Emission Vehicle (ZEV) mandate, which requires manufacturers to meet minimum zero-emission sales thresholds, continues to provide a clear framework supporting long-term electrification. Whilst the deferral of the ban on new petrol and diesel vehicles from 2030 to 2035 introduced some short-term uncertainty, this has not materially altered the long-term direction of travel. The public charging infrastructure network has also expanded significantly. As at the end of 2025, the UK had in excess of 75,000 public charging points, representing continued year-on-year growth of over 30%. This expansion is critical in supporting increasing EV adoption, particularly for drivers without access to home charging. In parallel, structural market developments are supporting demand, including: •Increased availability of EV models across all vehicle segments •Growth in fleet electrification, particularly among corporate and public sector users •Development of a maturing second-hand EV market, improving affordability for consumers Whilst inflationary pressures and energy price volatility remain considerations for the sector, the underlying fundamentals of EV adoption remain strong. The Directors therefore expect the continued growth in EV adoption to drive sustained and increasing demand for reliable, high-quality public charging infrastructure over the medium to long term. Page 2
IDUNA INFRASTRUCTURE LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
The principal risks that affect the business are reviewed and monitored by senior management. The key risks that the company face include: Health and safety: The risk of site-related and workplace injuries and environmental incidents exist which could result in: Significant injury or death of staff, contractors, or customer. •Claims against the company •Investigations and enforcement from statutory bodies (e.g. Health and Safety Executive) which could include improvement actions, fines and suspension of operations. •Reputational damage. The business operates a full Health, Safety, Environmental and Quality (HSEQ) management system with training, inspections and monitoring programmes in place to minimise the risk of incidents occurring. The management of HSEQ features prominently in discussions at quarterly board and monthly senior leadership meetings. Political and regulatory risk Government policy on phasing out petrol and diesel engines as well as tackling the climate crisis could impact the uptake of electric vehicles. The UK government has mandated that the public electric vehicle (EV) charging network, specifically for rapid and ultra-rapid chargers, must maintain 99% reliability to boost driver confidence and accelerate EV adoption. Management continually monitors government policy and retain flexibility in the business model to enable an appropriate response should there be policy changes that impact the business. We are an active member of the industry body ChargeUK, contributing to policy discussions and decisions. Economic: The business is reliant upon the growth in EV adoption by both private and commercial owners who then utilise the network. Government policies support and encourage this at present and whilst EV adoption remains a smaller part of the market today, the segment is growing rapidly. OEMs are promoting their lines of EVs in consideration of the 2035 deadline and with more fleets electrifying, an increasing second-hand market for EVs will present itself and help consumers overcome the affordability risk that will be short term. Additionally, cost inflation has become an important factor for businesses to manage, in particular energy prices that are a significant category of expenditure for Iduna and its subsidiaries. Competition: Be.EV has sought to differentiate itself from its competition by focusing on the end user, its bespoke charging solutions and by putting the communities it serves at the heart of its site selection. In support of the company’s strategy to deliver this, the business is well capitalised to fund the roll-out of the network quickly to secure market share. Be.EV recognises that price competitiveness is important, but the business prioritises value for money, which centres on great locations, scale, ease of use and reliability. Energy costs have stabilised in recent years and Be-EV continue to explore ways in which to offer value for money to customers. Page 3
IDUNA INFRASTRUCTURE LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Technology: Most major vehicle manufacturers are investing in the electrification of transport as the clean alternative to fossil fuels, so the risk of electric vehicle technology being redundant in the foreseeable future is regarded as negligible. As the industry develops, it is expected that the charging capability of EVs will increase and support faster charging to reduce waiting times. However, this will be limited to the expected dwell times of the location. The business continually monitors alternative hardware solutions in the market to ensure it offers the best solutions to drivers. Management maintains strong relationships at the highest levels of its supply chain and ensures that the business is not dominated by one supplier. Cyber security risk The Group relies on digital systems to operate its charging network, including payment platforms and customer interfaces, and is therefore exposed to cyber security threats. A cyber incident could result in operational disruption, data loss, financial penalties and reputational damage. The Group maintains appropriate controls, including system security measures, monitoring and incident response processes, use of secure third-party providers, and regular staff training to reduce exposure to cyber risks. Staff Retention: The loss of key personnel would cause disruption to the business continuity. The business provides competitive remuneration, equity options and succession planning takes place. Financial The board has responsibility for monitoring financial risks and its policies are implemented by senior management. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company as described below: 1.Asset Utilisation The long-term business model is based on an increasing rate of usage at sites once they go live. The usage expectation increases as the national adoption of electric vehicles grows. Work has been done with industry leading advisors on the forward demand profiles and achieving these demand curves remains the priority for the company. 2.Supply chain Risk The company is exposed to changes in the market price for its materials which impacts the cost of each charging station installation. To manage this the company has developed a broad and competitive supply base including framework agreements with key suppliers to ensure price stability for the installation of its chargers as well as engagement with potential suppliers in the market. 3.Energy Price Risk The company is exposed to energy price fluctuations from its energy suppliers which impacts gross margin. This can be partly offset, up or down, by the tariff charged to end users for charging as most competitors will also have similar exposure. Page 4
IDUNA INFRASTRUCTURE LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 4.Foreign exchange risk The company makes purchases, and receives payment in sterling, which limits its exposure to exchange rate risk. The company's hardware suppliers whilst UK companies and who invoice in sterling source supply from oversees manufacturers and the business is subject to fluctuation in exchange rates. If any future contracts require an agreement with an oversees supplier, the company will seek to denominate process in sterling.
Key performance indicators
In addition to the financial information presented to the board throughout the year management monitors the following key performance indicators: - Health & Safety performance - Site pipeline - Capital deployed - No of charge points energised - Network availability and reliability - Brand awareness - Utilisation/revenue - EBITDA Margin - Capital expenditure cost per bay - Product gross margin - Customer satisfaction
Directors' statement of compliance with duty to promote the success of the Group
As the Directors of the Company and the Group we acknowledge our legal responsibility under s172 of the Companies Act 2006 to act in a way we consider, in good faith, would be most likely to promote the Company's and the Group's success for the benefit of its members as a whole, and to have regard to the long term effect of our decisions on the Group and its stakeholders. This report was approved by the board and signed on its behalf.
A J Fielden-Gray Director
Date: 20 May 2026
Page 5
IDUNA INFRASTRUCTURE LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £18,764,141 (2024 - loss £13,464,340). The Company did not declare any dividends during the year (2024 - £Nil).
Directors
The directors who served during the year were:
P E Dias
A Ghafoor
A J Fielden-Gray
H P Manisty (resigned 16 April 2026)
W K Stratton-Morris
M V Heel
R I Powell
F J H Osman (appointed 9 December 2025)
Page 6
IDUNA INFRASTRUCTURE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Auditors
The auditors, WR Partners, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
A J Fielden-Gray Director
Date: 20 May 2026
Page 7
IDUNA INFRASTRUCTURE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED
Opinion
We have audited the financial statements of Iduna Infrastructure Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 8
IDUNA INFRASTRUCTURE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 9
IDUNA INFRASTRUCTURE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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 audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the Group and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR). We understood how the Company and the Group are complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements. We assessed the susceptibility of the Company and Group's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements. 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 Auditors' report. Page 10
IDUNA INFRASTRUCTURE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Andrew Malpass BA FCA (Senior statutory auditor) for and on behalf of WR Partners Chartered Accountants Statutory Auditors Belmont House Shrewsbury Business Park Shrewsbury Shropshire SY2 6LG Date:22 May 2026 Page 11
IDUNA INFRASTRUCTURE LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
|  | As restated
| 2025 | 2024
Note | £ | £
Turnover | 4 | 4,884,927 | 1,991,057
Cost of sales |  | (7,765,440) | (4,526,344)
Gross loss |  | (2,880,513) | (2,535,287)
Administrative expenses |  | (7,333,405) | (4,139,972)
Exceptional administrative expenses |  | (500,964) | (2,828,434)
Operating loss | 5 | (10,714,882) | (9,503,693)
Interest receivable and similar income | 9 | 18,588 | 17,073
Interest payable and similar expenses | 10 | (8,067,847) | (3,977,720)
Loss before taxation |  | (18,764,141) | (13,464,340)
Loss for the financial year |  | (18,764,141) | (13,464,340)
(Loss) for the year attributable to: |  |  |
Owners of the Parent Company |  | (18,764,141) | (13,464,340)
|  | (18,764,141) | (13,464,340)
There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.
The notes on pages 20 to 44 form part of these financial statements.
Page 12
IDUNA INFRASTRUCTURE LIMITED REGISTERED NUMBER: 12633050 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 203,275 |  | 237,313
Tangible assets | 14 |  | 59,581,412 |  | 35,986,746
|  |  | 59,784,687 |  | 36,224,059
Current assets |  |  |  |  |
Stocks | 16 | - |  | 5,786 |
Debtors: amounts falling due within one year | 17 | 1,954,226 |  | 1,327,139 |
Cash at bank and in hand | 18 | 20,657,518 |  | 6,288,850 |
|  | 22,611,744 |  | 7,621,775 |
Creditors: amounts falling due within one year | 19 | (29,196,689) |  | (11,804,492) |
Net current liabilities |  |  | (6,584,945) |  | (4,182,717)
Total assets less current liabilities |  |  | 53,199,742 |  | 32,041,342
Creditors: amounts falling due after more than one year | 20 |  | (79,962,225) |  | (50,312,974)
Provisions for liabilities |  |  |  |  |
Net liabilities |  |  | (26,762,483) |  | (18,271,632)
Page 13
IDUNA INFRASTRUCTURE LIMITED REGISTERED NUMBER: 12633050 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 8 |  | 3
Share premium account | 24 |  | 17,058,121 |  | 7,095,776
Other reserves | 24 |  | (2,620,114) |  | (2,620,114)
Share-based payment reserve | 24 |  | 513,265 |  | 202,325
Profit and loss account | 24 |  | (41,713,763) |  | (22,949,622)
Equity attributable to owners of the Parent Company |  |  | (26,762,483) |  | (18,271,632)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A J Fielden-Gray
Director
Date: 20 May 2026
Page 14
IDUNA INFRASTRUCTURE LIMITED REGISTERED NUMBER: 12633050 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 2,058,101 |  | 2,058,101
|  |  | 2,058,101 |  | 2,058,101
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 17,615,436 |  | 10,213,426 |
Cash at bank and in hand | 18 | 2,906,701 |  | 238,471 |
|  | 20,522,137 |  | 10,451,897 |
Creditors: amounts falling due within one year | 19 | (525,545) |  | (596,857) |
Net current assets |  |  | 19,996,592 |  | 9,855,040
Total assets less current liabilities |  |  | 22,054,693 |  | 11,913,141
Creditors: amounts falling due after more than one year | 20 |  | (7,823,229) |  | (6,038,000)
Net assets |  |  | 14,231,464 |  | 5,875,141
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 8 |  | 3
Share premium account | 24 |  | 17,058,121 |  | 7,091,884
Share-based payment reserve | 24 |  | 513,265 |  | 202,325
Profit and loss account brought forward |  | (1,419,071) |  | (1,112,156) |
Loss for the year |  | (1,920,859) |  | (306,915) |
Profit and loss account carried forward |  |  | (3,339,930) |  | (1,419,071)
|  |  | 14,231,464 |  | 5,875,141
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A J Fielden-Gray
Director
Date: 20 May 2026
Page 15

|  | IDUNA INFRASTRUCTURE LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Other components of equity | Share-based payment reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 3 | 7,091,860 | (2,620,114) | - | (9,485,282) | (5,013,533)
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (13,464,340) | (13,464,340)
| Share based payments | - | - | - | 202,325 | - | 202,325
| Total comprehensive income for the year | - | - | - | 202,325 | (13,464,340) | (13,262,015)
| Contributions by and distributions to owners |  |  |  |  |  |
| Shares issued during the year | - | 3,916 | - | - | - | 3,916
| At 1 January 2025 | 3 | 7,095,776 | (2,620,114) | 202,325 | (22,949,622) | (18,271,632)
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (18,764,141) | (18,764,141)
| Share-based payments | - | - | - | 310,940 | - | 310,940
| Total comprehensive income for the year | - | - | - | 310,940 | (18,764,141) | (18,453,201)
| Shares issued during the year | 5 | 9,962,345 | - | - | - | 9,962,350
| At 31 December 2025 | 8 | 17,058,121 | (2,620,114) | 513,265 | (41,713,763) | (26,762,483)
| The notes on pages 20 to 44 form part of these financial statements.
Page 16

IDUNA INFRASTRUCTURE LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Share-based payment reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 3 | 7,091,860 | - | (1,112,156) | 5,979,707
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (306,915) | (306,915)
Share based payments | - | - | 202,325 | - | 202,325
Total comprehensive income for the year | - | - | 202,325 | (306,915) | (104,590)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | - | 24 | - | - | 24
At 1 January 2025 | 3 | 7,091,884 | 202,325 | (1,419,071) | 5,875,141
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (1,920,859) | (1,920,859)
Share-based payments | - | - | 310,940 | - | 310,940
Total comprehensive income for the year | - | - | 310,940 | (1,920,859) | (1,609,919)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | 5 | 9,966,237 | - | - | 9,966,242
Total transactions with owners | 5 | 9,966,237 | - | - | 9,966,242
At 31 December 2025 | 8 | 17,058,121 | 513,265 | (3,339,930) | 14,231,464
| The notes on pages 20 to 44 form part of these financial statements.
Page 17
IDUNA INFRASTRUCTURE LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (18,764,141) | (13,464,340)
Adjustments for: |  |
Amortisation of intangible assets | 34,038 | 44,504
Depreciation of tangible assets | 3,182,911 | 946,301
Share based payments | 310,940 | 202,325
Interest paid | 8,144,685 | 3,977,720
Interest received | (18,588) | (17,073)
Decrease in stocks | 5,786 | -
(Increase)/decrease in debtors | (627,087) | 952,564
(Decrease)/increase in creditors | (103,933) | 2,812,782
Corporation tax received | - | 249,802
Impairment of fixed assets | 1,061,303 | -
Net cash generated from operating activities | (6,774,086) | (4,295,415)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (14,985,315) | (9,791,172)
Sale of tangible fixed assets | 631,606 | 315,976
Interest received | 18,588 | 17,073
Net cash from investing activities | (14,335,121) | (9,458,123)
Cash flows from financing activities |  |
Issue of ordinary shares | 9,962,350 | 3,916
New secured loans | 36,373,149 | -
Other new loans | - | 20,999,024
Repayment of other loans | (2,697,928) | -
Net impact of new leases | (91,849) | -
Interest paid | (6,861,980) | (3,977,720)
Lease interest paid | (1,205,867) | -
Net cash used in financing activities | 35,477,875 | 17,025,220
Page 18
IDUNA INFRASTRUCTURE LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Net increase in cash and cash equivalents | 14,368,668 | 3,271,682
Cash and cash equivalents at beginning of year | 6,288,850 | 3,017,168
Cash and cash equivalents at the end of year | 20,657,518 | 6,288,850
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 20,657,518 | 6,288,850
| 20,657,518 | 6,288,850
The notes on pages 20 to 44 form part of these financial statements.
Page 19
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Iduna Infrastructure Limited (company number 12633050) is a private company limited by shares, incorporated in England and Wales and domiciled in the United Kingdom. Its registered office and principal place of business is Vincent Court, Ground Floor 853-855 London Road Westcliff-on-Sea Essex SS0 9SZ. The principal activity of the Company is that of a holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The company has early adopted the amendments introduced by FRED 82 (Draft amendments to FRS 102 – Periodic Review 2024), including the revised requirements relating to revenue recognition and leases. These amendments have been applied consistently to all periods presented, except where transitional reliefs permitted by FRS 102 have been elected. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 20
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Financial reporting standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS102 "The Financial Reporting Standard applicable in the UK and Republic or Ireland": - the requirements of Section 7 Statement of Cash Flows; - the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); - the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included within the consolidated financial statements.
| 2.4 | Going concern
The financial statements have been prepared on a going concern basis as the directors believe the company has access to sufficient resources to be able to carry out its activities. During 2024 the Iduna Infrastructure Group secured a debt facility of up to £55m from Natwest Bank and KfW IPEX-Bank. This was secured by Iduna EVCI Asset Co 1 Limited, which is a fellow subsidiary of the Iduna Infrastructure group. The debt facility includes a mechanism whereby the following year’s commitment is reviewed at the end of each year, to ensure that the group is managed within its financial facilities. This facility is available to be drawn down at the company level. As at 31 December 2025, tranches of £36m of this facility had been drawn down. The full £55m is scheduled to be drawn by 31 December 2026. During 2025, Iduna Infrastructure Limited, the holding company of the Iduna Infrastructure group (“the Group”), secured funding in the form of loan notes from Sky EV Charging Holdco Limited of up to £16.5m that can be drawn down in tranches. As at the date of this report, £14.0m had been drawn down with one further tranche forecast during October 2026. Beyond this the group is self funded thorough its operations. Management have considered several factors in their assessment of going concern. These include important factors such as the selling price, utilisation of the network, rate of installation, competitor pricing, electricity price inflation, supply chain inflation, IT requirements, capital expenditure per charger and staff expansion costs. These factors are also set in the context of the wholesale electricity price volatility, forecasted rates of inflation, further impacts from global conflicts and the Electric vehicle ownership levels. Whilst an extreme movement of one of these factors could result in a change in forecast cash need, the funding currently available would never be exceeded in the next 12 months. The business has performed working capital phasing checks and reasonable worst case scenario sensitivity analysis calculations. This includes reduction to the selling price, increase to the cost of electricity and a reduction in utilization due to a decrease in Electric vehicle ownership growth or increase in competitors. An important factor for the business is that its cash requirements are a result of its capital expenditure need for expansion. Should any cash reserves become unpredictably constrained, there is the option for the business to control and slow its expansion to conserve the necessary cash and bridge the shortfall. Management can demonstrate that either enough cash is available to continue, or that there would be a controllable reaction to conserve cash from capital investment to continue funding losses. Page 21
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern (continued)
All companies within the Iduna Infrastructure group have committed to providing mutual support in allocating working capital across the group to support the operations of each individual group company. The Group's forecasts and projections, taking account of reasonable possible changes in trading performance, show that the Group is dependent on the above finance being made available to the Group by the lenders during the 2026 year. After making enquiries and based on the financial support confirmed by the lenders, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operation existence for the foreseeable future. The Company and Group therefore have concluded that no material uncertainty exists in the current climate in respect of going concern.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group 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. The entity adopted the amended Section 23 of FRS102 "Revenue from contracts with customers". In adopting section 23 of FRS102 there has been no change to the comparative information. Revenue is recognised in accordance with Section 23 of FRS 102, Revenue from Contracts with Customers, using a single, principles-based five-step model to account for revenue arising from contracts with customers. Page 22
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Leased assets: the Group as lessee
The company has adopted the revised Section 20 Leases of FRS 102 from 01/01/2025, which introduces a single on balance sheet accounting model for lessees, replacing the previous distinction between operating and finance leases. Comparative information has not been restated in accordance with the transitional provisions of Section 20. Recognition At the commencement date of a lease, the company recognises: - a right-of-use asset, representing its right to use the underlying leased asset; and - a lease liability, representing its obligation to make lease payments. Leases with a lease term of 12 months or less and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term. Measurement of lease liabilities The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date. Lease payments include: - fixed payments (including in substance fixed payments), less any lease incentives receivable; - variable lease payments that depend on an index or a rate; - amounts expected to be payable under residual value guarantees; and - payments of termination penalties, where the lease term reflects the company exercising that option. The lease payments are discounted using the interest rate implicit in the lease, or, where this cannot be readily determined, the company’s incremental borrowing rate. Subsequently, the lease liability is measured at amortised cost, with interest expense recognised in profit or loss and reduced by lease payments made. Page 23
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other intangible assets 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. Page 24
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | nil
|  |  |  | Motor vehicles | - | 20%
|  |  |  | Office equipment | - | 33%
|  |  |  | Completed sites | - | 5% to 10%
|  |  |  | Assets under construction | - | nil
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. In accordance with the adoption of the revised section 20 Leases of FRS 102 the Company now recognises leased assets on a control basis. Measurement of right-of-use assets Right-of-use assets are initially measured at cost, comprising: - the initial measurement of the lease liability; - any lease payments made at or before the commencement date; - any initial direct costs incurred; and - an estimate of costs to be incurred in dismantling or restoring the leased asset. Subsequently, right-of-use assets are measured at cost less accumulated depreciation and impairment losses. Depreciation is charged on a straight-line basis over the shorter of the lease term and the asset’s useful economic life.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 25
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. 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.
| 2.16 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.17 | Cash and cash equivalents
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. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.19 | Financial instruments
The Group 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 Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument. 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 26
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
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. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 27
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
| 2.20 | Share-based payments
The company issues equity-settled share-based payments to certain employees. These are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the company’s estimate of shares that will eventually vest. The fair value of share options granted is measured using an appropriate option pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. For cash-settled share-based payments, the liability is measured at the fair value of the liability. The fair value is remeasured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period. The cumulative expense recognised reflects the extent to which the vesting period has expired and the company’s best estimate of the number of equity instruments that will ultimately vest. Page 28
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and judgements concerning the future. The resulting accounting estimates, will by definition, seldom equal the related actual results. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. Tangible fixed assets, incorporating assets under the course of construction Tangible fixed assets are recognised at cost with consideration given to their carrying value in relation to their future profit-generating capacity and value in use. Lease liabilities and right-of-use assets Leases and the subsequent right of use assets are recognised on the transition to revised section 20 Leases of FRS102. Lease liabilities are recognised on the basis of the present value of future payment obligations. Lease payments are discounted using the interest rate implicit in the lease, where this rate is not available the company's incremental borrowing rate is used.
4. | Turnover
The whole of the turnover is attributable to the principal activity of the Group.
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on disposal of tangible fixed assets | 142,496 | 78,807
| Other operating lease rentals | 17,053 | 49,986
Page 29
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the Group's financial statements | 47,600 | 41,550
| Fees payable to the Group's auditors and their associates in respect of: |  |
| Taxation compliance services | 7,675 | 7,675
| All taxation advisory services not included above | 5,950 | -
| All non-audit services not included above | 13,295 | 11,200
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 3,844,731 | 2,698,774 | 310,940 | 202,325
| Social security costs | 527,232 | 301,098 | - | -
| Cost of defined contribution scheme | 135,029 | 155,299 | - | -
|  | 4,506,992 | 3,155,171 | 310,940 | 202,325
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 42 | 32
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
Page 30
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 912,434 | 501,081
| Group contributions to defined contribution pension schemes | 14,273 | 74,293
|  | 926,707 | 575,374
| During the year retirement benefits were accruing to 4 directors (2024 - 4) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £326,862 (2024 - £213,403).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,273 (2024 - £72,000).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | 3,516 | 4,237
| Other interest receivable | 15,072 | 12,836
|  | 18,588 | 17,073
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | - | 1,236
| Other loan interest payable | 6,486,878 | 3,619,470
| Operating lease interest payable | 1,205,867 | -
| Other interest payable | 375,102 | 357,014
|  | 8,067,847 | 3,977,720
Page 31
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on loss | - | -
| Factors affecting tax charge for the year
| 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:
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (18,764,141) | (13,464,340)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (4,691,035) | (3,366,085)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 8,470 | 8,470
| Expenses not deductible for tax purposes | 1,997,529 | 31,949
| Timing differences net of movements in tax rates | 323,827 | (745,760)
| Utilisation of tax losses brought forward | (10,689) | -
| Unrelieved tax losses carried forward | 2,371,898 | 4,071,426
| Total tax charge for the year | - | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 32
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporate finance setup costs | 724,756 | 2,828,434
| Over provision of prior year accruals | (262,929) | -
| Costs associated to abandoned sites | 39,137 | -
|  | 500,964 | 2,828,434
13. | Intangible assets
| Group
|  | Brand development | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 31,875 | 338,791 | 370,666
| At 31 December 2025 | 31,875 | 338,791 | 370,666
| Amortisation |  |  |
| At 1 January 2025 | 31,716 | 101,637 | 133,353
| Charge for the year on owned assets | 159 | 33,879 | 34,038
| At 31 December 2025 | 31,875 | 135,516 | 167,391
| Net book value |  |  |
| At 31 December 2025 | - | 203,275 | 203,275
| At 31 December 2024 | 159 | 237,154 | 237,313
Page 33

|  | IDUNA INFRASTRUCTURE LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| 14. | Tangible fixed assets
|  | Group
|  | Land & buildings | Plant and machinery | Motor vehicles | Office equipment | Completed sites | Assets under construction | Total
|  | £ | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |  |
| At 1 January 2025 | - | 2,331,114 | 44,620 | 106,661 | 22,121,503 | 12,572,867 | 37,176,765
| Additions | - | - | - | 50,336 | - | 14,934,979 | 14,985,315
| Disposals | - | - | - | - | (506,104) | (180,549) | (686,653)
| Transfers between classes | - | (1,832,803) | - | - | 17,286,631 | (15,453,828) | -
| Right-of-use assets | 676,781 | - | 182,535 | - | 12,625,854 | - | 13,485,170
| At 31 December 2025 | 676,781 | 498,311 | 227,155 | 156,997 | 51,527,884 | 11,873,469 | 64,960,597
| Depreciation |  |  |  |  |  |  |
| At 1 January 2025 | - | - | 27,516 | 52,788 | 1,109,714 | - | 1,190,018
| Charge for the year on owned assets | - | - | 8,924 | 39,393 | 2,182,665 | - | 2,230,982
| Disposals | - | - | - | - | (55,047) | - | (55,047)
| Impairment losses | - | - | - | - | 1,061,303 | - | 1,061,303
| Right-of-use assets | 238,864 | - | 41,297 | - | 671,768 | - | 951,929
| At 31 December 2025 | 238,864 | - | 77,737 | 92,181 | 4,970,403 | - | 5,379,185
| Net book value |  |  |  |  |  |  |
Page 34

|  | IDUNA INFRASTRUCTURE LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14.Tangible fixed assets (continued)
| At 31 December 2025 | 437,917 | 498,311 | 149,418 | 64,816 | 46,557,481 | 11,873,469 | 59,581,412
| At 31 December 2024 | - | 2,331,114 | 17,104 | 53,873 | 21,011,788 | 12,572,867 | 35,986,746
The net book value of owned and leased assets included as ''Tangible fixed assets'' in the Statement of financial position is as follows:
|  | 2025
|  | £
| Tangible fixed assets owned | 47,048,171
| Right-of-use tangible fixed assets | 12,533,241
|  | 59,581,412
Page 35

IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Information about the right-of-use assets is summarised below: Net book value
|  | 2025
|  | £
| Land & buildings | 437,917
| Motor vehicles | 141,238
| Completed sites | 11,954,086
|  | 12,533,241
Depreciation charge for the year
|  | 2025
|  | £
| Land & buildings | 238,864
| Motor vehicles | 41,297
| Completed sites | 671,768
|  | 951,929
Recognition of right-of-use assets
|  | 2025
|  | £
| Recognition of right-of-use assets | 13,485,170
|  | 13,485,170
Page 36
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 2,058,101
| At 31 December 2025 | 2,058,101
| Direct subsidiary undertakings
| The following were direct subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Iduna EVCI Asset Co 1 Limited | Ordinary | 100%
| Iduna EVCI Holdings Limited | Ordinary | 100%
| Iduna OMA Limited | Ordinary | 100%
| Iduna Development Co Limited | Ordinary | 100%
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| AMEY MAP Services Limited | Ordinary | 100%
| Iduna Electric Vehicle Charging Infrastructure plc | Ordinary | 100%
| Iduna Electric Vehicle Charging Infrastructure 2 plc | Ordinary | 100%
| All subsidiary undertakings have a registered office of Vincent Court, Ground Floor, 853-855 London Road, Westcliff-On-Sea, Essex, United Kingdom, SS0 9SZ
Page 37
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | - | 5,786
|  | - | 5,786
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 292,128 | 271,077 | 75,527 | 39,676
| Amounts owed by group undertakings | - | - | 17,537,232 | 10,124,520
| Other debtors | 582,254 | 565,000 | 1,557 | -
| Prepayments and accrued income | 1,079,844 | 491,062 | 1,120 | 49,230
|  | 1,954,226 | 1,327,139 | 17,615,436 | 10,213,426
18. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 20,657,518 | 6,288,850 | 2,906,701 | 238,471
|  | 20,657,518 | 6,288,850 | 2,906,701 | 238,471
Page 38
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Other loans | 4,566,875 | - | - | -
| Trade creditors | 1,580,485 | 2,819,574 | 107,017 | 54,566
| Amounts owed to group undertakings | - | - | - | 19,539
| Other taxation and social security | 133,999 | 195,780 | - | 128,552
| Obligations under finance lease and hire purchase contracts | 13,558,198 | - | - | -
| Other creditors | 1,052,997 | 1,148,625 | 281,125 | 275,850
| Accruals and deferred income | 8,304,135 | 7,640,513 | 137,403 | 118,350
|  | 29,196,689 | 11,804,492 | 525,545 | 596,857
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 36,373,149 | - | - | -
| Other loans | 43,048,171 | 50,312,974 | 7,282,324 | 6,038,000
| Accruals and deferred income | 540,905 | - | 540,905 | -
|  | 79,962,225 | 50,312,974 | 7,823,229 | 6,038,000
Details of secured creditors are given in note 21. Page 39
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Other loans | 4,566,875 | - | - | -
| Amounts falling due 1-2 years |  |  |  |
| Other loans | 4,540,227 | 4,566,875 | - | -
|  | 4,540,227 | 4,566,875 | - | -
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 36,373,149 | - | - | -
| Other loans | 38,507,944 | 45,746,099 | 7,282,324 | 6,038,000
|  | 74,881,093 | 45,746,099 | 7,282,324 | 6,038,000
|  | 83,988,195 | 50,312,974 | 7,282,324 | 6,038,000
| Included within other loans are bonds which are secured by a fixed and floating charge over the assets of the Group. Interest is applied on the bonds at a rate of 8% to 9% per annum. The bonds are due to mature between 30 June 2026 and 31 March 2027. Included within bank loans is a facility of £55 million issued by Natwest Bank PLC secured by a fixed and floating charge over the assets of the Group. The facility is repayable by 25 June 2029. Interest is charged at a rate between 3.25% and 4.3% above the SONIA rate.
22. | Deferred tax
| The deferred tax balance for the Group is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (4,588,920) | (2,691,477)
| Tax losses carried forward | 4,588,920 | 2,691,477
|  | - | -
| Losses of £18,355,679 have been recognised as a deferred tax asset to offset against any timing differences that may arise. The group has losses of £25,946,998 in excess of this amount that is not recognised as a deferred tax asset.
Page 40
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 11,957 (2024 - 11,957) Ordinary shares of £0.0001 each | 1.20 | 1.20
|  | 64,243 (2024 - 13,596) Series A shares of £0.0001 each | 6.42 | 1.36
|  | 99 (2024 - 99) B ordinary shares of £0.0001 each | 0.01 | 0.01
|  | 1,017 (2024 - 1,017) C Ordinary shares of £0.0001 each | 0.10 | 0.10
|  | 74 (2024 - 74) D Ordinary shares of £0.0001 each | 0.01 | 0.01
|  | 8 (2024 - Nil) Series B shares of £0.0001 each | - | -
|  | 8 (2024 - Nil) G Ordinary shares of £0.0001 each | - | -
|  |  | 7.74 | 2.68
The Company issued the following shares as part of the fundraising and the vesting of growth shares: a) 11,406 Ordinary shares were redesignated as 7,551 Ordinary B1 shares and 3,855 Ordinary B2 shares b) 50,647 Series A shares at an aggregate nominal value of £5.0647 c) 8 Series B shares at an aggregate nominal value of £0.0008 d) 8 Ordinary G1 shares at an aggregate nominal value of £0.0008 Page 41
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Reserves
Share premium account The share premium account represents the amount by which shares have been issued in excess of their nominal value. Other components of equity Other components of equity are made up of non-distributable reserves which were recognised upon the completion of a step-acquisition of the remaining shareholding in the Group's subsidiaries. Share-based payments reserve The company operates a share-based payment scheme for certain employees and directors. Under the scheme, participants are awarded growth shares that vest over three years and entitle them to benefit from increases in the value of the company above a hurdle. Employees are required to remain in employment with the company. The fair value of the awards was determined at grant date using a Income and Market based valuation model discounted for minority shareholders. Key assumptions included expected volatility of 50%, risk-free rate that is equal to a default-free government bond for a similar term, and expected term of 3 years. An expense of £310,940 was recognised in the income statement for the year ended 31 December 2025 (2024: £202,325), with a corresponding credit to equity. A reconciliation of movements in the share-based payment over the year to 31 December 2025 is shown below: 2025 No. Outstanding at 1 January 2025 1,093 Granted 3,433 Vested (2,633) Outstanding at 31 December 2025 1,893 Page 42
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
25. | Analysis of net debt
|  | At 1 January 2025 | Cash flows | At 31 December 2025
|  | £ | £ | £
| Cash at bank and in hand | 6,288,850 | 14,368,668 | 20,657,518
| Debt due after 1 year | (50,312,974) | (29,108,346) | (79,421,320)
| Debt due within 1 year | (288,155) | (4,563,013) | (4,851,168)
|  | - | - | -
|  | (44,312,279) | (19,302,691) | (63,614,970)
26. | Prior year adjustment
The comparative figures have been restated to include a write off to stock balances. The effect of the restatement is an increase in administrative expenses of £177,021 and a corresponding increase to Creditors.
27. | Contingent liabilities
As at 31 December 2025, the Company is party to a cross guarantee arrangement with it's subsidiary undertaking, Iduna EVCI Asset CO 1 Limited, in respect of the bank loan held by this company. Under the terms of this arrangement the loan held is secured over the shares held in the subsidiary.
28. | Capital commitments
| At 31 December 2025 the Group and Company had capital commitments as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Contracted but not provided for in these accounts | 4,752,480 | 2,634,355
|  | 4,752,480 | 2,634,355
29. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £135,029 (2024: £155,299). Contributions totalling £8,443 (2024: £12,305) were payable to the fund at the balance sheet date and are included within creditors. Page 43
IDUNA INFRASTRUCTURE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
30. | Commitments under operating leases
| At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | - | 764,224
| Later than 1 year and not later than 5 years | - | 3,056,986
| Later than 5 years | - | 9,815,578
|  | - | 13,636,788
| The company has adopted the revised Section 20 Leases of FRS 102 from 01 January 2025, which introduces a single on balance sheet accounting model for lessees, replacing the previous distinction between operating and finance leases.
31. | Related party transactions
| The Company has taken advantage of the exemption under FRS102 not to disclose transactions with wholly owned group companies. Director of Iduna Infrastructure Limited, William Stratton-Morris, is paid out of Iduna OMA Limited for his strategic support through Kingsland Consultants Limited. Purchases 2025 - £76,562 (2024 - £51,726). Director of Iduna Infrastructure Limited, Richard Powell, is paid for consultancy work through Latchmoor Properties Limited. Purchases - 2025 - £51,762 (2024 - £39,047).
32. | Post balance sheet events
The Company issued the following shares as part of the fundraising and the vesting of growth shares: a) 32,950 Series A shares at an aggregate nominal value of £3.25 b) 2,236 Ordinary E shares at an aggretate nominal value of £0.2236 c) 26 Ordinary shares at an aggregate nominal value of £0.0026 d) 229 Ordinary D shares at an aggregate nominal value of £0.0229 On 13 March 2026, the Company acquired 100% of the share capital of Mer Charging UK Limited for £3m.
33. | Controlling party
The ultimate controlling party is Octopus Renewables Infrastructure SCSP, due to its majority shareholding of the Company.
Page 44