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Registered number: 12449759 MER CHARGING UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
MER CHARGING UK LIMITED COMPANY INFORMATION
Directors | A Ghafoor (appointed 13 March 2026)
| A Hinchcliffe (resigned 13 March 2026)
| K Thoner (resigned 13 March 2026)
| O R Thorsnes (resigned 13 March 2026)
| A J Fielden-Gray (appointed 13 March 2026)
Registered number | 12449759
Registered office | Vincent Court Ground Floor
| 853-855 London Road
| Westcliff-On-Sea
| Essex
| United Kingdom
| SS0 9SZ
Independent auditors | WR Partners
| Chartered Accountants & Statutory Auditors
| Belmont House
| Shrewsbury Business Park
| Shrewsbury
| Shropshire
| SY2 6LG
MER CHARGING UK LIMITED CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 5
Independent auditors' report | 6 - 9
Statement of comprehensive income | 10
Balance sheet | 11
Statement of changes in equity | 12
Notes to the financial statements | 13 - 32
MER CHARGING UK LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the strategic report for the year ended 31 December 2025.
Business review
The Company continued to make good progress during the year, delivering growth in both revenue and charging infrastructure despite a competitive market environment and ongoing macroeconomic uncertainty. Revenue increased by 42% during 2025, reflecting continued growth in customer demand, expansion of the charging network and the successful deployment of additional high-powered charging assets. The Directors consider this performance to be in line with expectations and consistent with the Company's strategic objectives. The UK EV market continued to develop during the year, supported by increasing EV adoption, growth in the public charging network and ongoing regulatory initiatives designed to accelerate the transition to zero-emission transport. As utilisation of public charging infrastructure continues to increase, the Directors expect this to support further revenue growth and improvements in operational performance over the medium term. The Company reported a loss for the financial year, which was in line with the Directors' expectations. The business remains in a growth and investment phase, with significant investment continuing to be made in network expansion and infrastructure development. The Directors expect financial performance to improve over time as charger utilisation increases and the network matures. During 2024, the Company's intermediate parent undertaking, MER AS, took the strategic decision to divest its UK operations. As a consequence, a formal sale process was undertaken to identify a suitable new owner for the business. The Company remained fully funded throughout 2025 and into 2026. On 13 March 2026, the sale process concluded with the acquisition of the entire issued share capital of the Company by Iduna EVCI Holdings Limited. The Directors believe that the acquisition provides a strong platform for future growth, supported by access to additional capital, operational expertise and a broader UK charging network.
Principal risks and uncertainties
Liquidity risk Liquidity risk is the risk the business will encounter difficulty in meeting obligations associated with financial liabilities. The business monitors this risk of a shortage of funds by monitoring working capital, overdue trade receivables and performing regular cashflow projections. Market Risk Market risk is the risk of losses arising from movements in market variables like prices, competition and volatility. The UK market has slowed in growth trajectory as a result of the deadline for conversion to EV’s being extended by the government and also an increasing competitive landscape. As well as this, the increased inflation and cost of materials and labour has squeezed margins. The risk remains prominent as the business looks to continue to grow and scale.
Financial key performance indicators
The provision of Build, Own, Operate electric vehicle charging infrastructure is the primary driver of revenue within the business therefore performance has increased with this metric. Total revenues have increased 42% from 2024 to 2025 as a result of better utilisation and more chargers installed. Page 1
MER CHARGING UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This report was approved by the board and signed on its behalf.
A J Fielden-Gray Director
Date: 29 July 2026
Page 2
MER CHARGING UK 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 Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
Mer Charging UK Limited (the "Company") is a subsidiary of Iduna Infrastructure Limited, a company incorporated in UK. The ultimate parent company is Octopus Renewables Infrastructure SCSP, a Luxembourg special limited partnership. The principal activity of the Company is to provide EV charging solutions to public customers in the UK.
Results and dividends
The loss for the year, after taxation, amounted to £7,168,361 (2024 - loss £28,544,800) and turnover for the year is £5,878,923 (2024: £4,127,326). The significant increase in loss for the prior year was mainly due to recognition of impairment amounting to £24,825,052 in the value of non-current assets based on the valuation indicators observed in the course of the ongoing sale process. The revenue for the year increased by 42% as a result of additional charge point installations. The directors do not recommend the payment of a dividend during the year (2024: £nil). Page 3
MER CHARGING UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors
The directors who served during the year were:
A Hinchcliffe (resigned 13 March 2026)
K Thoner (resigned 13 March 2026)
O R Thorsnes (resigned 13 March 2026)
Political contributions
The company made no charitable or political donations in the year. (2024: nil)
Future developments
The Company's strategy remains focused on expanding its presence within the UK EV charging market through the development of high-quality charging locations and the deployment of high-powered charging infrastructure. Management continues to prioritise the acquisition of strategically important sites that offer attractive utilisation potential and long-term customer demand. Alongside network expansion, significant focus is being placed on increasing utilisation across the existing estate through operational improvements, enhanced customer experience and targeted commercial initiatives. The Directors remain confident in the long-term growth prospects of the UK EV charging market and believe the Company is well positioned to benefit from the continued transition towards electric vehicles and the increasing demand for reliable public charging infrastructure.
Financial instruments
The Company’s activities expose it to a variety of financial risks, which is primarily liquidity risk. Liquidity risk is managed through the business monitoring the risk of a shortage of funds including monitoring working capital, overdue trade receivables and performing regular cashflow projections.
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'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's auditors are aware of that information.
Post balance sheet events
The Company reached an agreement with Be.EV for its sale on 13 March 2026, to purchase the shares of Mer Charging UK Limited. The transaction involves the acquisition of Mer’s UK public charging business. The combined organisation will be supported by a streamlined team post completion. This event is considered to be a non-adjusting subsequent events. Page 4
MER CHARGING UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
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: 29 July 2026
Page 5
MER CHARGING UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MER CHARGING UK LIMITED
Opinion
We have audited the financial statements of Mer Charging UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the 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 Company's affairs as at 31 December 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
MER CHARGING UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MER CHARGING UK 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime Page 7
MER CHARGING UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MER CHARGING UK LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 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 determined that the most significant are those that relate to the reporting framework (FRS 102 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 is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We 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'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, manual journal testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements. 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 8
MER CHARGING UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MER CHARGING UK 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 31 July 2026 Page 9
MER CHARGING UK LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover |  | 5,878,923 | 4,127,326
Cost of sales |  | (4,077,245) | (3,505,378)
Gross profit |  | 1,801,678 | 621,948
Administrative expenses |  | (5,194,900) | (7,216,947)
Impairment of fixed assets | 11 | (6,809,761) | (24,825,052)
Exceptional administrative expenses | 11 | (275,110) | -
Other operating income |  | 76,836 | 76,836
Operating loss |  | (10,401,257) | (31,343,215)
Interest receivable and similar income |  | 195,848 | 130,862
Loss before tax |  | (10,205,409) | (31,212,353)
Tax on loss |  | 3,037,048 | 2,667,553
Loss for the financial year |  | (7,168,361) | (28,544,800)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 13 to 32 form part of these financial statements.
Page 10
MER CHARGING UK LIMITED REGISTERED NUMBER: 12449759 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 3,150,000 |  | 2,100,000
|  |  | 3,150,000 |  | 2,100,000
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 2,503,802 |  | 5,090,439 |
Cash at bank and in hand | 15 | 3,217,350 |  | 3,217,526 |
|  | 5,721,152 |  | 8,307,965 |
Creditors: amounts falling due within one year | 16 | (3,342,709) |  | (3,548,761) |
Net current assets |  |  | 2,378,443 |  | 4,759,204
Total assets less current liabilities |  |  | 5,528,443 |  | 6,859,204
Creditors: amounts falling due after more than one year | 17 |  | - |  | (62,500)
Provisions for liabilities |  |  |  |  |
Other provisions | 18 | (703,235) |  | (603,135) |
|  |  | (703,235) |  | (603,135)
Net assets |  |  | 4,825,208 |  | 6,193,569
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 54,600,001 |  | 48,800,001
Profit and loss reserves |  |  | (49,774,793) |  | (42,606,432)
|  |  | 4,825,208 |  | 6,193,569
The financial statements were approved and authorised for issue by the board and were signed on its behalf by by:
A J Fielden-Gray
Director
Date: 29 July 2026
The notes on pages 13 to 32 form part of these financial statements. Page 11
MER CHARGING UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss reserves | Total equity
| £ | £ | £
At 1 January 2024 | 36,400,001 | (14,061,632) | 22,338,369
Comprehensive income for the year |  |  |
Loss for the year | - | (28,544,800) | (28,544,800)
Total comprehensive income for the year | - | (28,544,800) | (28,544,800)
Contributions by and distributions to owners |  |  |
Shares issued during the year | 12,400,000 | - | 12,400,000
Total transactions with owners | 12,400,000 | - | 12,400,000
At 1 January 2025 | 48,800,001 | (42,606,432) | 6,193,569
Comprehensive income for the year |  |  |
Loss for the year | - | (7,168,361) | (7,168,361)
Total comprehensive income for the year | - | (7,168,361) | (7,168,361)
Contributions by and distributions to owners |  |  |
Shares issued during the year | 5,800,000 | - | 5,800,000
Total transactions with owners | 5,800,000 | - | 5,800,000
At 31 December 2025 | 54,600,001 | (49,774,793) | 4,825,208
| The notes on pages 13 to 32 form part of these financial statements.
Page 12
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Company information Mer Charging UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Vincent Court Ground Floor, 853-855 London Road, Westcliff-On-Sea, Essex, United Kingdom, SS0 9SZ. The Company was incorporated in United Kingdom on 7 February 2020 as Gronn Kontakt UK Limited and further changed the name of the Company to Mer Charging UK Limited on 13 April 2021. 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 management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | 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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of 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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Mer AS as at 31 December 2025 and these financial statements may be obtained from its registered office, P.O Box 200 Lileaker, NO-0216 Oslo, Norway. Page 13
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis, as the directors are satisfied that the company has adequate resources to continue its operational activities and meet its liabilities as they fall due. During 2024, the intermediate parent company, MER AS, made a strategic decision to divest its UK operations. As a consequence, a formal sale process was initiated to identify a suitable new owner for the business. The company remained fully funded throughout 2025 and into 2026. On 13 March 2026, the sale process concluded with the acquisition of 100% of the company's issued share capital by Iduna EVCI Holdings Limited. In assessing the appropriateness of the going concern basis, management has prepared forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts are based on the most recent Board-approved budget and business plan and incorporate management's best estimates of future trading performance and cash flows. Key assumptions considered within the forecasts include network utilisation levels, charging tariffs, installation activity, competitor pricing, electricity costs, supply chain inflation, and overhead expenditure. Management has also considered broader macroeconomic and market factors, including wholesale electricity price volatility, forecast inflation rates, geopolitical uncertainties, and the expected growth trajectory of electric vehicle adoption in the UK. The directors recognise that uncertainty remains in relation to certain external factors. Accordingly, management has performed detailed working capital assessments and sensitivity analyses to evaluate the potential impact of reasonably foreseeable downside scenarios. These scenarios include reductions in charging tariffs, increases in electricity costs, lower utilisation resulting from slower electric vehicle adoption, and increased competitive pressures. The results of these assessments demonstrate that the company maintains sufficient liquidity and funding headroom throughout the forecast period and would not exceed the funding available to it under these downside scenarios. The Board is confident in the strategic rationale for the acquisition, the long-term prospects of the business, and the ongoing support available from its new shareholder. Accordingly, the directors have an expectation that the company has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing these financial statements. Page 14
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Revenue
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. The Company owns and operates public charge points and as such, collects payments from the end users from the usage of the chargepoint. Revenue represents such amounts collected net of VAT.
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 15
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.10 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
| 2.11 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. Page 16
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | 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. The estimated useful lives range as follows:
|  |  |  | Acquired contracts | - | 10 | years
| 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:
|  |  |  | Fixtures and fittings | - | 4 years
|  |  |  | Build, own, operate assets not installed | - | Nil
|  |  |  | Computer equipment | - | 5 years
|  |  |  | Charging stations | - | 7/15 years
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.
| 2.14 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. Page 17
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | 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.
| 2.16 | 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.
| 2.17 | 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.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.19 | Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
| 2.20 | Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
| 2.21 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” and Section 12 "Other Financial Instruments Issues" of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Page 18
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
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. 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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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. Page 19
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
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. 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. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 20
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.22 | Financial liabilities
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are acquired for the purpose of repurchasing in the near term. Derivatives, including separately embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss. Interest bearing loans and borrowings Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost. Page 21
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainity.
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis, Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Non-current assets Annually, management considers whether there are any indicators suggesting a risk of impairment of the non-current assets. Where and indication of impairment is identified the determination of recoverable value requires estimation of the value in use and fair value. This inherently involves, estimation of the future cash flows or other market information in assessing the fair value. Useful life of assets After some initial research into the lifespan of the assets the company carries, it was deemed most accurate to base the depreciation of Charging Stations on the useful life of each asset. Management is aware this is not indicative of all Charging Stations as the type and brand can have an impact on the useful life, however the estimated life span of 7 years for above ground, and 15 years for below-ground infrastructure was most consistent. Asset retirement obligation The asset retirement obligation has taken the limited knowledge of costs to restore each site back to its original state, and estimated this across all sites. Costs were based on actual work on early sites incurred by companies within the group. As the company engages in 15 year contracts, the company has yet to return a site to its original state and therefore the estimation may give rise to adjustments, if more accurate data becomes available in the future. Page 22
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Installation and hardware | 173,399 | 352,435
| Usage of ECVPs | 4,877,775 | 3,675,902
| Support and maintenance | 262,565 | 98,989
| Recharge of wages cost to parent company | 565,184 | -
|  | 5,878,923 | 4,127,326
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 5,878,923 | 4,127,326
|  | 5,878,923 | 4,127,326
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange losses | 45,074 | 15,853
| Government grants | (76,836) | (76,836)
| Depreciation of tangible fixed assets | 206,100 | 1,613,612
| Impairment of tangible fixed assets | 6,809,761 | 24,581,258
| Loss on disposal of tangible fixed assets | 2,298 | 153,370
| Amortisation of intangible assets | - | 47,508
| Impairment of intangible assets | - | 243,794
| Operating lease charges | 240,217 | 263,467
Page 23
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 18,500 | 23,000
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 2,359,546 | 2,192,302
| Social security costs | 318,708 | 295,136
| Cost of defined contribution scheme | 181,485 | 196,698
|  | 2,859,739 | 2,684,136
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Sales | 6 | 8
|  | Technical | 15 | 19
|  | Administration and management | 8 | 9
|  |  | 29 | 36
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 167,491 | 167,000
| Company contributions to defined contribution pension schemes | 11,043 | 10,000
|  | 178,534 | 177,000
| During the year retirement benefits were accruing to 1 directors (2024 - 1) in respect of defined contribution pension schemes.
Page 24
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest on bank deposits | 195,848 | 130,862
|  | 195,848 | 130,862
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Group tax relief | (3,037,048) | (2,667,553)
|  | (3,037,048) | (2,667,553)
| Total current tax | (3,037,048) | (2,667,553)
| Tax on loss | (3,037,048) | (2,667,553)
| The Company had total unrecognised losses of £4,258,617 (£2024: £Nil) which have not been recognised for deferred tax purposes due to uncertainty over recoverability. Group Relief The amount of £3,037,048 showing as a receipt for group relief relates to losses surrendered from the 2024 financial year, the asset was raised in 2025 and received in 2026. Pillar Two Tax The company is within the scope of OECD Pillar Two tax modules. Pillar Two legislation has been enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective in 2024. Under the legislation, the Company is liable to pay top-up tax in the UK for the difference between the Globe effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. The Company applies the exception to recognising and disclosing information about deferred tax assets and lliabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. Based on the assessment performed, there is no top-up tax payable and hence no current tax expense has been recognised relating to Pillar Two taxes.
Page 25
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (10,205,409) | (31,212,353)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (2,551,352) | (7,803,088)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 1,702,440 | 6,700,860
| Deferred tax not recognised on unutilised tax losses carried forward | 801,218 | 1,102,228
| Adjustments to tax charge in respect of prior periods | (3,037,048) | (2,667,553)
| Short-term timing difference leading to an increase (decrease) in taxation | 48,147 | -
| Book profit on chargeable assets | 575 | -
| Changes in provisions leading to an increase (decrease) in the tax charge | (1,028) | -
| Total tax charge for the year | (3,037,048) | (2,667,553)
| Factors that may affect future tax charges
There are no factors that may affect future tax charges. Page 26
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Exceptional items
| The exceptional administrative expenses relate to the write down of debtors and creditors following a review of the carrying values and recoverability of assets and the existence of liabilities. Impairment tests have also been carried out where appropriate and the following impairment losses have been recognised in the profit or loss:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exceptional administrative expenses | 275,110 | -
| Impairment of intangible assets | - | 243,794
| Impairment of property, plant and equipment | 6,809,761 | 24,581,258
|  | 7,084,871 | 24,825,052
| Management has determined the recoverable value of its fixed assets with reference to valuation indicators observed during discussions with the interested buyers, following the strategic decision by the parent to seek new ownership for the business. Management considers this approach to provide the most reliable estimate of fair value, as it reflects pricing derived from actual negotiations with market participants. Value in use calculations are considered unreliable in the current circumstances, as they would be based on assumptions that were inconsistent with the intention to sell. Management therefore considers the consideration that an independent buyer is willing to pay in an arm's length transaction to be the most appropriate measure of recoverable value at this stage.
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MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Intangible assets
|  | Goodwill
|  | £
| Cost |
| At 1 January 2025 | 475,000
| At 31 December 2025 | 475,000
| Amortisation |
| At 1 January 2025 | 475,000
| At 31 December 2025 | 475,000
| Net book value |
| At 31 December 2025 | -
| At 31 December 2024 | -
Page 28
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Tangible fixed assets
|  | Assets under construction | Fixtures and fittings | Build, Own, Operate assets not installed | Computer equipment | Charging Stations | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 January 2025 | 9,179,475 | 9,645 | 7,212,480 | 84,366 | 13,219,237 | 29,705,203
| Additions | 6,204,001 | - | 86,460 | - | 2,204,137 | 8,494,598
| Disposals | - | - | - | - | (332,086) | (332,086)
| Transfers between classes | (5,344,999) | - | (2,907,870) | - | 8,252,869 | -
| At 31 December 2025 | 10,038,477 | 9,645 | 4,391,070 | 84,366 | 23,344,157 | 37,867,715
| Depreciation and impairment |  |  |  |  |  |
| At 1 January 2025 | 9,179,475 | 9,645 | 5,586,924 | 84,366 | 12,744,793 | 27,605,203
| Charge for the year on owned assets | - | - | - | - | 206,100 | 206,100
| Disposals | - | - | - | - | (227,479) | (227,479)
| Impairment charge | - | - | (1,195,854) | - | 8,329,745 | 7,133,891
| At 31 December 2025 | 9,179,475 | 9,645 | 4,391,070 | 84,366 | 21,053,159 | 34,717,715
| Net book value |  |  |  |  |  |
| At 31 December 2025 | 859,002 | - | - | - | 2,290,998 | 3,150,000
| At 31 December 2024 | - | - | 1,625,556 | - | 474,444 | 2,100,000
| Assets under construction are the projects in which on site installation has started but has not been finalised and commissioned. These assets are held separately as they are not depreciated until the site is commissioned and has the potential to generate revenue.
Page 29
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 410,548 | 284,869
| Amounts owed by group undertakings | 581,951 | 303,767
| Other debtors | 542,079 | 3,744,009
| Prepayments and accrued income | 969,224 | 757,794
|  | 2,503,802 | 5,090,439
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 3,217,350 | 3,217,526
|  | 3,217,350 | 3,217,526
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 53,654 | 248,716
| Amounts owed to group undertakings | 1,519,461 | 1,114,566
| Other taxation and social security | 47,852 | 325,880
| Other creditors | 647,996 | 524,227
| Accruals and deferred income | 1,073,746 | 1,335,372
|  | 3,342,709 | 3,548,761
Page 30
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other creditors | - | 62,500
|  | - | 62,500
| Other creditors refer to deferred consideration. The deferred consideration is for the purchase of the original incharge business in 2020, £62,500. Payment of the consideration is payable based on energisation of pre-agreed charging bays.
18. | Provisions
|  | Asset retirement obligation
|  | £
| At 1 January 2025 | 603,135
| Charged to profit or loss | 100,100
| At 31 December 2025 | 703,235
| As part of the company's leasing arrangements, it has an obligation to return sites to their original condition. The present value of the expect cost, adjusted for discount and inflation rates, to return the site to its original condition is capitalised as a part of the asset retirement obligation. Should the discount rate or inflation rate increase/decrease by 1 percentage point, the value of the provision would not change materially. The provision is expected to be utilised at the end of the respective leases.
19. | Deferred Income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Arising from government grants | 215,260 | 292,096
| Other deferred income | 3,956 | 183,683
|  | 219,216 | 475,779
Page 31
MER CHARGING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Ordinary share capital issued and fully paid |  |
|  | 54,600,001 (2024 - 48,800,001) Share capital shares of £1.00 each | 54,600,001 | 48,800,001
In the year 5,800,000 shares were issued for a total consideration of £5,800,000. (2024: 12,400,000 shares for £12,400,000).
21. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £181,485 (2024: £186,698). Contributions totalling £22,781 (2024: £26,891) were payable to the fund at the balance sheet date and are included in creditors.
22. | Related party transactions
| The Company has taken advantage of the exemption under FRS102 not to disclose transactions with wholly owned group companies.
23. | Post balance sheet events
The Company reached an agreement with Be.EV for its sale on 13 March 2026, to purchase the shares of Mer Charging UK Limited. The transaction involves the acquisition of Mer’s UK public charging business. The combined organisation will be supported by a streamlined team post completion. This event is considered to be a non-adjusting subsequent event.
24. | Controlling party
The Company's immediate parent undertaking is Iduna EVCI Holdings Limited. The ultimate controlling party is Octopus Renewables Infrastructure SCSP, due to its majority shareholding. For the year ended 31 December 2025, the largest group to consolidate these financial statements is Statkraft SF, a company incorporated in Norway.
Page 32