REGISTERED NUMBER: 14479077 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

SWARCO Smart Charging Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Profit and Loss Account

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

J P Cowling

S J Evans

J G Meyer

SECRETARY:

S J Evans

REGISTERED OFFICE:

SPACES Hemel Hempstead

The Maylands Building

Maylands Avenue

Hemel Hempstead

Hertfordshire

HP2 7TG

REGISTERED NUMBER:

14479077 (England and Wales)

SENIOR STATUTORY AUDITOR:

Phillipa Symington ACA CA(SA)

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

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

REVIEW OF BUSINESS

SWARCO Smart Charging Ltd ("SSC") was incorporated on 11 November 2022, and effective 1 January 2023, acquired the electric vehicle charging infrastructure business from SWARCO UK Ltd, its immediate parent company. This allows SSC to have a clear market focus and build its specialism in this sector, and to continue with SWARCO's market leading team of domain experts and products, built up over 15+ years of operations.

The SSC business has two divisions. The eVolt division continues to serve hundreds of customers across the entirety of Great Britain with a range of Electric Vehicle charging solutions. This covers supply of equipment, installation, call centre services, back office software platform and a dedicated maintenance team. eVolt reported EBITDA pre Lease Financing and Capital Adjustments profit of £216k in 2025. (2024: £1.237m loss).

Secondly, SSC also invests in its own portfolio of assets as a Charge Place Operator ("CPO") under its PoGo brand. PoGo recorded an EBITDA loss in the financial year. Such losses are budgeted and expected in the early years of a CPO, as up-front capital investment is necessary to grow the network and create the return on investment. This is witnessed by other CPOs in the UK, but the Directors believe the division offers significant long-term value.

During 2025 the company executed a Profit Improvement plan, and incurred several exceptional one-off costs. Without these costs a significantly better underlying Company performance would have been reported.

- eVolt incurred completion costs against legacy projects from 2024, booked a stock write down, and restructured the staff team. The combined impact at EBITDA level was £1,724m. Accordingly an adjusted Normalised EBITDA of £1.940m is reported in the KPI section below, which demonstrates the underlying strong and profitable performance of the division.

- POGO booked an exceptional and material impairment charge in respect of assets under construction, whereby the recoverable amount of the assets was assessed to be lower than their carrying value, and the assets were written down accordingly. It also incurred exceptional one-off generator costs, as POGO looked to energise sites and build driver awareness and market penetration.

Elsewhere, the Company continued to investment in its staff team with high calibre employees across all disciplines. It also continued to invest in its EConnect back-office software platform, which allows revenue collection, data reporting and system fault diagnostics.

Key performance indicators (KPIs)

The main KPIs management uses to appraise the performance of the eVolt business are as follows:

2025

2024

£

£

Turnover

£22.040m

£20.486m

Gross profit

£3.874m

£3.362m

EBITDA

£216k

(£1.237m

)

EBITDA Normalised

£1.940m

(£1.662m

)

Management believe that Normalised EBITDA is the key metric that determines underlying profitability.

Events after the Reporting Period

Subsequent to the year end, the SWARCO UK Group underwent a corporate restructuring to enable a cleaner functional group. The impacts in August 2026 were:

1) The Company agreed to a partial loan waiver of £23m of the debt owed to SWARCO UK Limited.

2) The Company hived down its EVOLT business comprised of £5.7m of net assets into a newly incorporated company called Evolt Charging Limited, which was subsequently sold to SWARCO UK & Ireland Limited for £22m. This created an exceptional gain of £16.3m.

The effect of these transactions on SWARCO Smart Charging Limited in 2026 was a net loan improvement of £45m, and a P&L exceptional gain of £39.3m.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's principal risk would be an economic downturn reducing investment in new infrastructure. At a macro level, Management continues to assess market developments and emerging technologies and competitors, and believes the Company remains well positioned to continue to offer growth. The Director's further note that the transition to electric vehicles is a key cornerstone of the UK's move towards Net Zero, which creates a strong demand for the products and services that SSC supplies.

Financial risk management objectives and policies

The Company's finance function manages the risk inherent in control of credit, availability of liquid funds and foreign currency exposures arising from imports in accordance with the corporate policies.

The management reviews these policies regularly as summarised below:

Credit risk

The Company seeks to minimise counterparty risk by trading only with established and financially strong customers. The risk is assessed on an on-going basis and relevant actions taken to mitigate any potential losses.

Liquidity risk

The Company aims to maintain a balance between continuity and flexibility of funding through the use of operating cash flow and borrowings. The Company's policy is to ensure that there is sufficient medium and long term funding available to meet liquidity requirements.

Currency risk

The Company aims to mitigate foreign currency exposure arising from imports by utilising foreign currency forward rate agreements, held by its Parent company SWARCO UK Ltd

ON BEHALF OF THE BOARD:

S J Evans - Director

23 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of The principal activities of the Company in the year under review was i) offering a broad range of e-mobility solutions (eVolt division) for the private and public sector , alongside ii) operating a nationwide electric vehicle charging network that the Company has invested in (POGO division).

DIVIDENDS

The directors do not recommend a final dividend (2024: £nil) and no interim dividend was declared or paid (2024: £nil). Total dividends paid were £nil (2024 total dividends paid were £nil).

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J P Cowling

S J Evans

J G Meyer

POLITICAL DONATIONS AND EXPENDITURE

The Company made no political donations or incurred any political expenditure during the period.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Clive Owen LLP, are deemed to be appointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

S J Evans - Director

23 September 2026

Opinion

We have audited the financial statements of SWARCO Smart Charging Ltd (the 'company') for the year ended 31 December 2025 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 101 'Reduced Disclosure Framework' (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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.

We undertake the following procedures to identify and respond to these risks of non-compliance:

-

Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, and employment law.

-

Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance.

-

Review of board minutes and correspondence relevant to the audit.

-

Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed.

-

Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies.

-

Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Phillipa Symington ACA CA(SA) (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

23 September 2026

TURNOVER

4

24,292,608

22,378,558

Cost of sales

(28,017,273

)

(23,532,082

)

GROSS LOSS

(3,724,665

)

(1,153,524

)

Distribution costs

(2,074,144

)

(3,373,767

)

Administrative expenses

(3,541,755

)

(3,922,951

)

(9,340,564

)

(8,450,242

)

Other operating income

96,496

-

OPERATING LOSS

(9,244,068

)

(8,450,242

)

Exceptional items

6

(8,204,939

)

-

(17,449,007

)

(8,450,242

)

Interest payable and similar expenses

7

(4,526,217

)

(3,120,164

)

LOSS BEFORE TAXATION

8

(21,975,224

)

(11,570,406

)

Tax on loss

9

2,982,830

2,960,959

LOSS FOR THE FINANCIAL YEAR

(18,992,394

)

(8,609,447

)

LOSS FOR THE YEAR

(18,992,394

)

(8,609,447

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(18,992,394

)

(8,609,447

)

FIXED ASSETS

Owned

Intangible assets

10

1,739,650

1,936,022

Tangible assets

11

38,626,214

47,431,678

Right-of-use

Tangible assets

11, 17

19,005,370

16,626,434

59,371,234

65,994,134

CURRENT ASSETS

Stocks

12

8,005,735

9,104,130

Debtors

13

11,381,157

16,558,381

Cash at bank

510,880

697,694

19,897,772

26,360,205

CREDITORS

Amounts falling due within one year

14

(89,895,576

)

(85,092,359

)

NET CURRENT LIABILITIES

(69,997,804

)

(58,732,154

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(10,626,570

)

7,261,980

CREDITORS

Amounts falling due after more than one year

15

(19,125,354

)

(16,768,726

)

PROVISIONS FOR LIABILITIES

18

-

(1,252,784

)

NET LIABILITIES

(29,751,924

)

(10,759,530

)

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

(29,752,024

)

(10,759,630

)

SHAREHOLDERS' FUNDS

(29,751,924

)

(10,759,530

)

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2026 and were signed on its behalf by:

S J Evans - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

(2,150,183

)

(2,150,083

)

Changes in equity

Total comprehensive income

-

(8,609,447

)

(8,609,447

)

Balance at 31 December 2024

100

(10,759,630

)

(10,759,530

)

Changes in equity

Total comprehensive income

-

(18,992,394

)

(18,992,394

)

Balance at 31 December 2025

100

(29,752,024

)

(29,751,924

)

1.	STATUTORY INFORMATION

SWARCO Smart Charging Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information on the Company as an individual undertaking and not about its group.

The Company's ultimate parent undertaking, Swarco AG, includes the Company in its consolidated financial statements. The consolidated financial statements of Swarco AG are prepared in accordance with International Financial Reporting Standards and are available to the public and may be obtained from Blattenwaldweg 8, 6112 Wattens, Austria.

Going concern

The financial statements have been prepared on a going concern basis. In assessing whether the going concern basis of accounting remains appropriate, the Directors have considered the Company’s forecast cash flows for a period of at least 12 months from the date of approval of these financial statements, including a detailed review of the underlying assumptions and associated risks.

The Company’s cash flow forecasts include a number of key dependencies, the most significant of which is continued access to funding within the existing £80 million loan facility from the Group. The ability to operate within this facility limit is critical to the Company’s liquidity position. The Directors note that the forecasts demonstrate that the Company is able to maintain sufficient headroom within the facility throughout the assessment period, provided performance remains broadly in line with expectations.

Management has also prepared a severe but plausible downside scenario to assess the resilience of the Company’s cash flows against adverse trading conditions. This downside scenario reflects reductions in forecast revenues, delays in expected receipts and other relevant stress factors. Even under this scenario, the Company remains within the £80 million facility limit and retains adequate liquidity, albeit with reduced headroom.

Based on the above, and after reviewing the forecasts, sensitivities, and mitigating actions available, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements continue to be prepared on a going concern basis.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

-

paragraph 118(e) of IAS 38 Intangible Assets;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Turnover

Turnover is measured at the fair value of consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes.

Capital projects

Where the outcome of the project can be estimated reliably, revenue and costs are recognised by reference to the stage of completion (stage per fix) of the project at the balance sheet date. This is normally measured by the proportion that project costs incurred for the work performed to date bear to the estimated total project costs, except where this would not be a representative of the stage of completion. Variation in project work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered highly likely. "Highly likely" is deemed by the directors to mean a probability of at least 90% in line with group recognition policy.

Where the outcome of the project cannot be estimated reliably, capital project revenue is recognised to the extent of the project costs incurred where it is probable that they will be recoverable. Project costs are recognised as expenses in the period in which they are incurred.

When it is probable that the total project costs will exceed total project revenue, the expected loss is recognised as an expense immediately.

Maintenance contracts

Revenue on maintenance contracts are recognised evenly over the period of the contract.

Sales of services

Revenue from equipment sales is recognised when the goods and services are supplied, can be reliably measured and when it is probable that future benefits will flow to the Company.

Intangible fixed assets

Development costs

Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the Company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve a plan or design for the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development

expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.

Amortisation

Amortisation is charged to cost of sales and administrative expenses on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

Capitalised development costs

- 5 years on cost

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and less accumulated impairment losses.

Depreciation is charged to the profit and loss account on a straight line basis over the estimated useful lives of each part of an item of tangible fixed assets. The estimates useful lives are:

Long Leasehold

2 to 15 years

Plant and machinery

3 to 10 years

Equipment

3 to 10 years

Motor vehicles

2 to 4 years

Computer Equipment

3 to 4 years

Assets under construction

Accumulated construction costs are capitalised to assets under construction until such a time as the asset is complete. if the asset is complete by the year end, The asset is transferred to the relevant fixed asset and depreciated.

Stocks

Stocks are measured using the weighted average method. Cost is based on the expenditure incurred in acquiring the stocks and other costs in bringing to their existing location and condition. Stock is made up of trading goods and spare parts.

Taxation including deferred tax

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and the differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the entente that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

Leases are recognised on the balance sheet. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Right of use assets - Leases

For all leases, except for short-term leases and leases of low-value assets other than those which are subleased, previously classified as operating leases:

- the Company recognises a lease liability measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate; and

- for all leases the Company has elected to recognise a right-of-use asset at an amount equal to the lease liability, adjusted by the amount of prepaid or accrued lease payments relating to those leases recognised in the statement of financial position immediately before the date of initial application.

The Company elected the following practical expedients:

- has applied a single discount rate to a portfolio of leases with reasonably similar characteristics; and not to apply the new lessee accounting model to leases for which the lease term ends within 12 months

- after the date of initial application. Instead, it has accounted for those leases as short-term leases.

The weighted average incremental borrowing rate applied to measure lease liabilities is 3.70% for office buildings and motor vehicles.

Employee benefit costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other debtors, cash and cash equivalents, loans and borrowings, and trade and other creditors.

Trade and other debtors

Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

Trade and other creditors

Trade and other creditors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transactions costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Impairment excluding stocks and deferred assets

An asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. An asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. An impairment loss in respect of an asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. Impairment charges are recognised in administrative expenses.

Borrowing costs

Borrowing costs which are directly attributable to the construction of tangible fixed assets are capitalised as part of the cost of those assets. Capitalisation begins when both finance costs and expenditures for the asset are being incurred and activities that are necessary to get the asset ready for use are in progress. Capitalisation ceases when substantially all the activities that are necessary to get the asset ready for use are complete.

Provisions

A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.

Expenses

Lease payments

Minimum lease payments are apportioned between the finance charge and the reduction of the outstandingly. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred.

Interest receivable and interest payable

Interest payable and similar expenses include interest payable and finance leases recognised in the profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account (see foreign currency accounting policy). Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains.Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the entity's right to receive payments is established. Foreign currency gains and losses are reported on a net basis.

Assets and liabilities from contracts with customers

Contract assets represent the entity’s right to consideration in exchange for goods or services transferred to the customer when that right is conditional upon something other than the passage of time. Contract liabilities represent the entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. These amounts are recognised in the balance sheet under 'Contract assets' and 'Contract liabilities' respectively.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

There have not been deemed to be any critical judgements, apart from those involving estimations (which are dealt with separate below), that the directors have made in the process of applying the Company's accounting policies and that have had a significant effect on the amounts recognised in financial statements.

Key sources of estimation uncertainty

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The following are the critical judgements that the directors have made in the process of applying the Company's accounting policy and have the most significant effect on the amounts recognised in financial statements:

Revenue recognition

eVolt Revenue

Revenue from projects is recognised based on performance obligations as identified in the contracts between the company and customers. As the determination of whether or not a performance obligation has been met and therefore revenue should be recognised relies on management judgement, the estimation uncertainty gives rise to a key accounting estimate. As there are clearly defined transaction prices and revenue to be recognised per fix (stage of progress), the estimation uncertainty is limited to the stage of project completion at year end. When it is probable that the projects costs will exceed the total project revenue, the estimated expected loss is recognised as an expense immediately.

PoGo Revenue

Revenue is recognised upon completion of individual car charging sessions.

Fixed asset impairments

Management reviews the carrying value of its fixed assets for indicators of impairment at each reporting date. Determining whether an asset is impaired requires management to make judgements regarding future events, including the expected usage of the asset, the recoverable amount, and any potential economic benefits it will generate.

The recoverable amount is the higher of fair value less costs of disposal and value in use, which requires management to make assumptions about future cash flows. Changes in these assumptions could significantly affect the assessment of whether an impairment exists and the amount of any impairment loss recognised.

Other estimates

These estimates, while important, do not have the same level of impact as key accounting estimates. They involve routine judgements that are necessary for day-to-day financial reporting.

Inventory obsolescence

This is reviewed periodically with contract managers based on the movement of goods and requirements to hold spares to maintain equipment on maintenance contracts.

Facility dilapidations

Where facility leases require the property to be reinstated an estimate is made using measurement of office and industrial square footage multiplied by rates suggested by the Royal Institute of Chartered Surveyors. Management have historically found these rates to be a suitable estimate for evaluating future costs.

Carrying amount for such provisions include:

2025

2024

Inventory provision

£429,925

£244,938

Facility dilapidations

£60,000

-

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Projects

11,973,256

12,863,320

Networks

6,678,169

4,949,798

Maintenance

5,641,183

4,565,440

24,292,608

22,378,558

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

24,292,608

22,378,558

24,292,608

22,378,558

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

8,407,644

8,804,318

Social security costs

904,689

790,905

Other pension costs

206,392

487,462

9,518,725

10,082,685

The average number of employees during the year was as follows:

2025

2024

Production

122

66

Selling, admin and distribution

49

121

171

187

2025

2024

£

£

Directors' remuneration

372,732

368,124

Directors' pension contributions to money purchase schemes

15,140

28,220

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

194,821

194,313

Pension contributions to money purchase schemes

8,421

15,214

6.	EXCEPTIONAL ITEMS

2025

2024

£

£

Exceptional items

(8,204,939

)

-

Exceptional items are those items which, in the judgement of management, are material by size or nature and are disclosed separately to aid an understanding of the financial performance of the entity for the period.

During the year, the following exceptional items were recognised:

Assets under construction impairment

A material impairment charge was recognised in respect of assets under construction. This arose due no anticipation of future deployment of certain sites. As a result, the recoverable amount of the assets was assessed to be lower than their carrying value, and the assets were written down accordingly.

Generator rental costs

Generator rental costs were incurred to temporarily energise dormant sites, which were subsequently discontinued. The costs have been treated as exceptional due to their non-recurring nature and material value.

£

AUC impairment

7,158,023

Generator rental costs

1,046,916

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest expenses SWARCO UK

3,648,970

2,706,716

Leasing

877,247

413,448

4,526,217

3,120,164

8.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging/(crediting):

2025

2024

£

£

Cost of inventories recognised as expense

28,017,273

23,532,082

Depreciation - owned assets

1,878,783

650,211

Depreciation - assets on finance leases

1,825,532

1,192,040

Loss on disposal of fixed assets

36,091

-

Development costs amortisation

699,974

702,651

Auditors' remuneration

51,450

37,849

Auditors' remuneration for non audit work

4,000

-

Taxation compliance services

4,000

-

Foreign exchange differences

(1,460

)

(65,849

)