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Registered number: 15096617
ENSCO 2345 LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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167-169 Great Portland Street
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Chartered Accountants & Statutory Auditor
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Landmark St Peter's Square
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CONTENTS
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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ENSCO 2345 LIMITED
REGISTERED NUMBER:15096617
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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ENSCO 2345 LIMITED
REGISTERED NUMBER:15096617
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 16 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Capital redemption reserve
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Comprehensive loss for the period
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Total comprehensive loss for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Contributions by and distributions to owners
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Shares redeemed and cancelled during the year
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The notes on pages 4 to 16 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Ensco 2345 Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 15096617, and its registered head office is located at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.
The company was incorporated on 25 August 2023 and thus presented a 16 month accounting period for prior period.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
In October 2023, Zapgo’s two principal investors (Canuck Capital Limited and Stafford Place Holdings Limited) committed £26.0m funding which is drawn down monthly by Zapgo to meet the forecasted spend requirements to build EV sites and run the business. The funding supports Zapgo’s site roll-out in line with the strategy described in the business review in anticipation of a significant growth in electric vehicles in the coming years from which increased utilisation of the sites will drive revenue.
To assess going concern, the directors have prepared a detailed monthly business plan to June 2027 which includes the revenues and direct costs expected to arise from operating the sites, the overhead costs, and the capital spend expected to be incurred to build the planned new sites over this period. The deployment of capital to build sites is within the company's control and the business plan has been prepared to reflect the expected timing of this spend. The company expects to raise additional funding in the next 12 months to support the medium and long-term delivery of the company's business plan, although no additional funding is considered in the entity's assessment of going concern.
The majority investor, Canuck Capital Limited, has also confirmed they intend to support Zapgo financially up to a maximum of £25 million funding in total, of which £9.3m remains to be drawn by the company to allow it to meet its financial obligations for at least 12 months from the date of approval of the statutory financial statements for the year ended 31 December 2025. Accordingly, the entity adopts the going concern basis in preparing the financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentation currency is GBP and all values are rounded to the nearest pound (£) except where otherwise stated.
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'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The company’s revenue comprises payments by customers for the consumption of electricity supplied from the company’s EV chargers. Revenue is recognised in the period in which the customer consumes the electricity.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
Interest income is recognised in profit or loss as it is earned.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
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 reporting date in the countries where the company operates and generates income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following basis:
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:
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EV charging infrastructure
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8 years for hardware and term of site lease for other spend
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Fixtures, fittings and equipment
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Assets in the course of construction
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Assets in the Course of Construction relate to the costs of designing and building EV charging sites which are not yet live, meaning they are not energised and available to the public to use (“live”). When a site becomes live, all costs incurred in bring the site to this condition are transferred from Assets in the Course of Construction to EV charging infrastructure and are depreciated over a useful economic life of 8 years for hardware and term of site lease for other spend.
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.
Capitalised staff costs include salaries, employer taxes, pension contributions and bonuses that are directly attributable to the construction or development of EV charging infrastructure. Costs are capitalised only where employees’ time relates specifically to bringing an asset to the condition necessary for use. Indirect costs such as administration, training or general overheads are expensed as incurred. Capitalised staff costs form part of the asset’s cost and are depreciated over its useful economic life in line with the fixed asset policy.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Cash and cash equivalents
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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.
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Provisions for liabilities
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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.
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's Statement of Financial Position 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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets (continued)
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.
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.
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.
Preference shares that are wholly classified as financial liabilities are recognised and measured in accordance with Section 11 of FRS 102 (if a basic financial instrument) or Section 12 of FRS 102 (if another financial instrument). If basic, initial measurement is at the transaction price, including any transaction costs, and subsequent measurement will generally be at amortised cost using the effective interest method. If other, initial measurement is at fair value (which is usually the transaction price), ignoring transaction costs, and subsequent measurement will be at fair value through profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Estimates
At the period end the directors do not consider there to be any estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period.
Judgements
Preference shares (note 9)
The preference shares have both equity and liability elements as they are redeemable at the issuer’s discretion (not at the holder’s discretion) and dividends are non-discretionary (they accrue irrespective of whether paid or not and are non-cancellable).
The liability element is calculated as the present value of the future contractual cash flows, discounted at a market rate of interest for a similar liability that does not have the associated equity component, see note 9. The interest expense is calculated using the effective interest method and charged to profit or loss each year, see note . The equity element is calculated as any residual value, i.e. the difference between the proceeds from the issue of the shares less the liability component. The amount calculated as equity is zero where the dividend represents a market rate of return and the instrument is issued at fair value.
Capitalisation of EV charging infrastructure costs (note 6)
Costs are recognised as fixed assets from the point at which it is considered probable the site will progress to going live and will generate future economic benefits. In the event costs are capitalised in respect of a site which subsequently does not progress to live, all costs incurred relating to that site are charged to administrative expenses at the point at which the site is considered lost.
Costs incurred prior to the point at which it is considered probable the site will progress to going live are recorded as administrative expenses. These include initial search costs and power and planning investigatory work.
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The average monthly number of employees, including directors, during the year was 26 (Period from incorporation on 25 August 2023 to 31 December 2024: 17).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amortisation on intangible assets is charged to administrative expenses in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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EV charging infrastructure
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Fixtures, fittings and equipment
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Assets in the course of construction
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Due after more than one year
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Prepayments and accrued income
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Creditors: amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: amounts falling due after more than one year
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During the year the company issued 8,550,000 (2024: 4,936,330) £1 redeemable preference shares for consideration of £8,550,000. For the year ended 31 December 2025 the preference shares did not contain an equity element and therefore have been treated fully as debt.
Preferences shares are treated as debt and accrue interest at 13% per annum. The shares are redeemable at the issuer's discretion.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The dilapidation provision relates to the company premises.
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Allotted, called up and fully paid
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31,250 (2024: 31,250) A Ordinary shares of £0.10 each
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11,658 (2024: 11,658) B Ordinary shares of £0.10 each
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2,952 (2024: 6,435) C Ordinary shares of £0.10 each
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During the prior period, the following shares were issued:
3,125 A Ordinary shares with a nominal value of £0.10 each at a price of £0.10 per share.
1,166 B Ordinary shares with a nominal value of £0.10 each at a price of £0.10 per share.
6,435 C Ordinary shares with a nominal value of £0.10 each at a price of £0.10 per share.
Ordinary A and B shares carry the right to attend, speak and vote at all general meetings of the company and on any written resolution. The holders are entitled to pro-rata dividend in respect to their holdings except if dividends are owed to preference shareholders.
Dividends may not be paid to the A and B Ordinary Shareholders whilst dividends owed to the preference shareholders remains unpaid.
Ordinary C shares are not entitled to vote on any written resolution or at any general meetings. They do carry the right to participate in dividends.
During the year the company repurchased and subsequently cancelled 3,483 Ordinary C shares.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Capital redemption reserve
When the company buys back and cancels its own shares, the nominal value of those shares is transferred to the capital redemption reserve in accordance with the requirements of the Companies Act 2006.
During the year, the company repurchased shares previously held by former employees under the terms of the company’s share incentive arrangements. The repurchased shares were cancelled immediately upon acquisition.
The capital redemption reserve represents the nominal value of the shares cancelled and is a non-distributable reserve. It may only be used for purposes permitted by the Companies Act, including the issue of fully paid bonus shares.
Profit and loss account
The profit and loss account represents cumulative profits, losses and total other comprehensive income made by the company, including distributions to, and contributions from, the parent company.
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 £217,968 (Period from incorporation on 25 August 2023 to 31 December 2024: £172,329). Contributions totalling £19,809 (2024: £13,742) were payable to the fund at the reporting date and are included in creditors. This is the total contributions paid by the company under salary sacrifice. It includes the company contributions and the employee contributions paid by the company.
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Commitments under operating leases
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At the reporting date the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Between two and five years
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The company has taken advantage of the exemption available in FRS 102 section 33 not to disclose transactions with entities that are part of the group by virtue of its status as a 100% owned subsidiary of a parent whose financial statements are consolidated and made publicly available.
Kingsley Capital Partners LLP are a shareholder and provide advisory services to Ensco 2345 Limited and Canuck Capital Limited under a management services agreement entered into on 27 October 2023. During the year the company paid £193,750 (2024: £281,250) to Kingsley Capital Partners LLP as board fees and reimbursed £7,752 of expenses (2024: £4,775). The company received office rent recharges of £6,000 (2024: £8,500) between 1 January 2025 to 30 June 2025 from Kingsley Capital Partners LLP and £Nil (2024: £11,000) in contributions to transaction fees.
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At the reporting date the company had capital commitments totalling £2.0m (2024: £0.4m) with £0.9m (2024: £0.4m) related to the purchase of chargers to be installed on sites and the remaining £1.1m (2024: £Nil) related to construction costs.
Following the year end, the company has received capital funding of £3.2m and allotted preference shares of which £3.1m was received from Canuck Capital Limited and £0.1m from Stafford Place Limited. Of the initial commitment of £26.0m, £9.6m remains to be drawn.
The immediate controlling party is Canuck Capital Limited, a UK incorporated company whose registered office is 7 Cavendish Place, 2nd Floor, London, England, W1G 0QB.
The ultimate controlling party is OPSEU Pension Plan Trust Fund, a Canadian pension plan registered with the Financial Services Regulatory Authority of Ontario.
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 21 May 2026 by Stuart Muskett BA ACA (Senior Statutory Auditor) on behalf of Grant Thornton UK LLP.
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