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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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IDUNA INFRASTRUCTURE LIMITED
COMPANY INFORMATION
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IDUNA INFRASTRUCTURE LIMITED
CONTENTS
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IDUNA INFRASTRUCTURE LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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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.
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IDUNA INFRASTRUCTURE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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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.
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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.
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
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.
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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.
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.
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.
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).
The directors who served during the year were:
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IDUNA INFRASTRUCTURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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IDUNA INFRASTRUCTURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED
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 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.
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IDUNA INFRASTRUCTURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
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.
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.
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.
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IDUNA INFRASTRUCTURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.
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IDUNA INFRASTRUCTURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IDUNA INFRASTRUCTURE LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
Belmont House
Shrewsbury Business Park
Shropshire
SY2 6LG
Date:22 May 2026
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IDUNA INFRASTRUCTURE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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IDUNA INFRASTRUCTURE LIMITED
REGISTERED NUMBER: 12633050
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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IDUNA INFRASTRUCTURE LIMITED
REGISTERED NUMBER: 12633050
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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IDUNA INFRASTRUCTURE LIMITED
REGISTERED NUMBER: 12633050
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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14.Tangible fixed assets (continued)
The net book value of owned and leased assets included as ''Tangible fixed assets'' in the Statement of financial position is as follows:
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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
Depreciation charge for the year
Recognition of right-of-use assets
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Details of secured creditors are given in note 21.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
Other components of equity
Share-based payments reserve
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
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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.
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IDUNA INFRASTRUCTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
The ultimate controlling party is Octopus Renewables Infrastructure SCSP, due to its majority shareholding of the Company.
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