Company registration number 13584216 (England and Wales)
PROJECT APOLLO HOLDCO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PROJECT APOLLO HOLDCO 2 LIMITED
COMPANY INFORMATION
Directors
C Clayton
(Appointed 13 February 2025)
E Tsyrklevich
W Castell
(Appointed 16 April 2026)
Company number
13584216
Registered office
1st Floor
Apex Yard
29-35 Long Lane
London
SE1 4PL
Auditor
Azets Audit Services
6th Floor
Bank House
Cherry Street
Birmingham
B2 5AL
PROJECT APOLLO HOLDCO 2 LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Income statement
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 18
PROJECT APOLLO HOLDCO 2 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Principal activities

The principal activity of the Company during the year was that of an intermediate holding company.

Review of the business

Due to the Company's principal activity being as an intermediate holding company, the performance being reported for the year ended 31 December 2025 is loss making.

 

The business was acquired in 2025 by EasyPark AB. Since the Company is now part of a bigger group the business will continue to invest significant development resources into new products relevant to our existing customer base who we supply globally. These new products expand our reach into the connected car market and will be progressively implemented during 2025 and beyond.

Principal risks and uncertainties

The world economy continues to be volatile, but continued expansion of "connected vehicles" globally means the wider group is in a strong financial position to be able to continue to benefit from this market.

 

Given that the group's research and development team are based in Moldova, management have been monitoring the Russia-Ukraine conflict closely. A contingency plan exists if Moldova will be directly impacted by the conflict however it remains unrealistic to make any changes at this time.

 

As is the case for any online business, the security of our data and IT systems are essential to secure and maintain trust from customers in our service. We continue to invest in our infrastructure and monitoring services to safeguard the Company against data thefts and cyber-attacks. SSO and enhanced employee training are a few measures that have been rolled out in 2025 to mitigate risk and align with group policies.

Financial instruments risks

 

The directors have assessed that the following are the financial instruments risks of the Company.

 

Foreign exchange transactions currency exposure

 

The Company is exposed to currency exchange rate risk due to loan balances and cash and cash equivalent balances being denominated in non-sterling currencies. The Company's risk management policy is to maintain natural hedges where possible, by matching foreign currency inflows and outflows. The Company does not enter into forward exchange contracts to mitigate the exposure to foreign currency risk as the Company's currency exposure is not considered significant enough to warrant this.

 

Liquidity risk

 

Liquidity risk is the risk arising from the Company not being able to meet its obligations as they fall due. The Company seeks to manage this risk by regularly reviewing cash forecast inflows and outflows due in day-to-day business. Rolling cash flow forecasts are used by the Company to monitor liquidity requirements to ensure it has sufficient cash to meet operational needs.

Key performance indicators

As the principal activity of the Company is an intermediate holding company, the directors believe the financial key performance indicators for the business are administrative expenses and finance costs as disclosed in these financial statements.

 

The directors are satisfied with the performance of the business against these KPIs.

Other performance indicators

The directors do not consider there to be any other key performance indicators.

PROJECT APOLLO HOLDCO 2 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

On behalf of the board

E Tsyrklevich
Director
4 September 2026
PROJECT APOLLO HOLDCO 2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of an intermediate holding company.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

C Clayton
(Appointed 13 February 2025)
M Sandström
(Appointed 13 February 2025 and resigned 16 April 2026)
E Tsyrklevich
W Castell
(Appointed 16 April 2026)
V Tiku
(Appointed 13 February 2025 and resigned 6 June 2025)
E Johnsson
(Resigned 13 February 2025)
G Van Der Zwan
(Resigned 13 February 2025)
Statement of directors' responsibilities

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

PROJECT APOLLO HOLDCO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
E Tsyrklevich
Director
4 September 2026
PROJECT APOLLO HOLDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT APOLLO HOLDCO 2 LIMITED
- 5 -
Opinion

We have audited the financial statements of Project Apollo Holdco 2 Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

 

PROJECT APOLLO HOLDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT APOLLO HOLDCO 2 LIMITED (CONTINUED)
- 6 -
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 and 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:

 

 

Responsibilities of directors

As explained more fully in the statement of directors’ responsibilities, 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

PROJECT APOLLO HOLDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT APOLLO HOLDCO 2 LIMITED (CONTINUED)
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Tom Mullard ACA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
4 September 2026
Chartered Accountants
6th Floor
Bank House
Cherry Street
Birmingham
B2 5AL
PROJECT APOLLO HOLDCO 2 LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Administrative expenses
(16,246)
(79,173)
Exceptional item
2
-
0
(850,285)
Operating loss
3
(16,246)
(929,458)
Finance costs
6
(405,955)
(3,367,580)
Loss before taxation
(422,201)
(4,297,038)
Tax on loss
7
-
0
-
0
Loss and total comprehensive income for the year
(422,201)
(4,297,038)
PROJECT APOLLO HOLDCO 2 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Non-current assets
Investments
8
11,808,848
11,808,848
Trade and other receivables
10
27,284,886
27,284,886
39,093,734
39,093,734
Current assets
Trade and other receivables
10
1
871
Cash and cash equivalents
45,161
25,205
45,162
26,076
Current liabilities
(10,259,675)
(276,914)
Net current liabilities
(10,214,513)
(250,838)
Total assets less current liabilities
28,879,221
38,842,896
Non-current liabilities
-
0
(49,160,050)
Net assets/(liabilities)
28,879,221
(10,317,154)
Equity
Called up share capital
12
39,619,644
1,068
Share premium account
13,959
13,959
Share-based payments reserve
-
308,294
Capital contribution
308,294
-
Retained earnings
(11,062,676)
(10,640,475)
Total equity
28,879,221
(10,317,154)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 4 September 2026 and are signed on its behalf by:
E Tsyrklevich
Director
Company registration number 13584216 (England and Wales)
PROJECT APOLLO HOLDCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Share-based payments reserve
Capital contribution
Retained earnings
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
1,068
13,959
308,294
-
(6,343,437)
(6,020,116)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
-
(4,297,038)
(4,297,038)
Balance at 31 December 2024
1,068
13,959
308,294
-
(10,640,475)
(10,317,154)
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
-
(422,201)
(422,201)
Transactions with owners:
Conversion of redeemable preference shares to equity
12
39,618,576
-
0
-
-
-
39,618,576
Capital contribution on share based payment
-
-
(308,294)
308,294
-
-
Balance at 31 December 2025
39,619,644
13,959
-
308,294
(11,062,676)
28,879,221
PROJECT APOLLO HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Project Apollo Holdco 2 Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, Apex Yard, 29-35 Long Lane, London, SE1 4PL. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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

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

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Arrive AS. The group accounts of Arrive AS are available to the public and can be obtained as set out in note 14.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Project Apollo Holdco 2 Limited is a wholly owned subsidiary of Arrive AS and the results of Project Apollo Holdco 2 Limited are included in the consolidated financial statements of Arrive AS (company No 919999055), incorporated in Norway and domiciled at Innspurten 9, 0663 Olso, Norway. Arrive AS is the largest group for which accounts are drawn up of which the company is a member.

PROJECT APOLLO HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern

The financial statements have been prepared on a going concern basis. The directors expect that the company will continue to successfully manage its business risks to continue to trade for the foreseeable future and they consider it is appropriate to continue to adopt the going concern basis in preparing the financial statements.true

 

The company has considered various factors that affect its business, such as the current economic climate, ongoing investments in new technologies, customer acquisition and retention, and economic uncertainties. It has a strong financing position and a robust risk management framework, which further support its going concern status.

 

The company is part of Arrive AS and the group fully supports the company's strategic direction and provides access to additional capital support where necessary.

 

The company acknowledges that its success is dependent on several factors, such as market conditions, operational effectiveness, and strategic execution. the company has appropriate measures in place to manage these risks and uncertainties, such as diversifying its revenue and customer streams, enhancing its digital capabilities, implementing health and safety measures, and monitoring key performance indicators.

 

To comply with the going concern assumption the directors have received a letter of financial support from EasyPark Strategy AB and have considered the ability of the provider to be able to provide financial support if required.

1.3
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

PROJECT APOLLO HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognise changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognised or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.6
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

PROJECT APOLLO HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9
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 inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

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.

1.10
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

PROJECT APOLLO HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.11
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Exceptional items
2025
2024
£
£
Expenditure
Exceptional costs relating to corporate sale process
-
850,285

During the prior year, the Company incurred legal and professional fees of £850,285 in connection with the proposed sale of the Company to Easypark AB. These costs were recognised as an expense in the period in which the related services were received,

 

The acquisition of the Company by EasyPark AB was completed on 13 February 2025 and from this date, the Company forms part of the Arrive AS Group.

3
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses
6,135
1,248
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
4,000
20,145

Fees payable to the company's auditors in respect of non-audit services equated to £nil (2024: £14,560) in relation to taxation compliance services and £nil (2024: £21,870) in relation to accounts preparation services.

PROJECT APOLLO HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
5
Employees

The company had no employees during the year. No directors' remuneration was paid by the company, as the directors were remunerated by other Group undertakings for services provided to the Group.

2025
2024
Number
Number
0
-
6
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Preference share interest
405,955
3,367,580
7
Taxation
2025
2024
£
£

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
£
£
Loss before taxation
(422,201)
(4,297,038)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(105,550)
(1,074,260)
Effect of expenses not deductible in determining taxable profit
101,514
1,064,438
Change in unrecognised deferred tax assets
4,036
9,822
Taxation charge for the year
-
-
8
Investments
Non-current
2025
2024
£
£
Investments in subsidiaries
11,808,848
11,808,848
Fair value of financial assets carried at amortised cost

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

9
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

PROJECT APOLLO HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Subsidiaries
(Continued)
- 17 -
Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Indirect
Project Apollo Bidco 2 Limited
1st Floor, Apex Yard, 29-35 Long Lane, London, England, SE1 4PL
Holding company
Ordinary
100.00
-
Parkopedia Limited
1st Floor, Apex Yard, 29-35 Long Lane, London, England, SE1 4PL
Trading company
Ordinary
0
100.00
Parkopedia Parking Services SRL
Str. Bulgara 56, Chisinau, MD 2001, Moldova
Support services
Ordinary
0
100.00
Parkopedia Inc
8909 Stimson Ct, San Diego, California, CA92129, USA
Non-trading entity
Ordinary
0
100.00
Parkopedia Japan KK
9-36, Konan 1 chome, Minato-ku, Tokyo, Japan
Support services
Ordinary
0
100.00
Parkopedia Shanghai Limited
Room B39, 3rd floor, No 151, PuDong District, Shanghai, 200135, China
Trading company
Ordinary
0
100.00
10
Trade and other receivables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Loans to related parties
-
-
27,284,886
27,284,886
Prepayments and accrued income
-
0
871
-
-
-
871
27,284,886
27,284,886

The receivables from related parties relate to intercompany transactions with group companies. The amounts have been assessed for impairment and no indicators of impairment were identified. The balances are unsecured, interest-free and repayable on demand.

11
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
-
0
226,988
-
0
-
0
Amounts owed to related parties
10,259,675
49,926
-
0
-
0
Other payables
-
-
-
49,160,050
10,259,675
276,914
-
49,160,050

Non-current other payables in the prior year included Cumulative Redeemable Preference Shares of £39,618,576 and accrued preference dividends of £9,541,474. On 17 December 2025, the preference shares were subdivided and redesignated as Ordinary Shares. Consequently, the preference share liability was converted into equity and the accrued preference interest balance was reclassified to amounts owed to related parties.

 

Amounts owed to fellow group undertakings incur no interest, are unsecured and are repayable on demand.

PROJECT APOLLO HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
-
44,000
-
440
Ordinary B shares of 1p each
-
56,000
-
560
Ordinary C shares of 1p each
-
6,773
-
68
Ordinary shares of 1p each
3,961,964,333
-
39,619,643
-
3,961,964,333
106,773
39,619,644
1,068

During the year, the Company subdivided its issued Cumulative Redeemable Preference Shares from 39,618,576 shares of £1 each into 3,961,857,600 shares of £0.01 each following a shareholder resolution passed on 17 December 2025. The subdivision did not affect the aggregate nominal value of the issued share capital, the proportionate interests of shareholders or the rights attaching to the shares. Subsequently, on 17 December 2025, all existing share classes comprising A Ordinary Shares, B Ordinary Shares, C Ordinary Shares, Cumulative Redeemable Preference Shares and Deferred Shares were redesignated as Ordinary Shares. The aggregate nominal value of the issued share capital remained unchanged.

 

At 31 December 2025, the Company's issued share capital comprised 3,961,964,333 Ordinary Shares of £0.01 each with an aggregate nominal value of £39,619,643.33.

 

Prior to the redesignation of shares, the rights attaching to the Company's share capital were as follows:

 

Ordinary A and Ordinary B shares carried full voting rights, rights to dividends and rights to participate in capital distributions. These shares ranked pari passu with one another and were not redeemable.

 

Ordinary C shares did not carry voting rights or rights to receive dividends.

 

Cumulative Redeemable Preference shares did not carry rights to receive notice of, attend, speak or vote at general meetings of the Company and did not have the right to vote on written resolutions of the Company.

 

Deferred shares did not carry voting rights. On a return of capital, including a winding up, holders were entitled to receive only £1 in aggregate between all holders of Deferred Shares after payment to the holders of the Ordinary Shares. The Deferred Shares did not confer any further rights to participate in the profits or assets of the Company and did not carry any pre-emption rights.

 

Following the redesignation on 17 December 2025, all shares rank equally as Ordinary Shares.

13
Related party transactions

As a wholly owned subsidiary undertaking, the Company has taken advantage of the exemption available under FRS 101 from the disclosure requirements of IAS 24 Related Party Disclosures. Accordingly, transactions with wholly owned members of the group have not been disclosed.

14
Controlling party

On 13 February 2025, the Company was acquired by EasyPark AB, which became the Company's immediate parent undertaking and controlling party.

 

The Company's ultimate parent undertaking and controlling party is Arrive AS (company number 919999055), a company incorporated and domiciled in Norway with its registered office at Innspurten 9, 0663 Oslo, Norway.

 

Arrive AS heads the largest group of undertakings for which consolidated financial statements are prepared and of which the Company is a member.

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