REGISTERED NUMBER: 08241369 (England and Wales)

Evyve Projects (No.2) Limited

Financial Statements

for the Year Ended 31 March 2026

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J W Moat

M J Southworth

S K Underwood

J P Whittaker

REGISTERED OFFICE:

Michael House 35 Chiswell Street

2nd Floor

London

EC1Y 4SE

REGISTERED NUMBER:

08241369 (England and Wales)

AUDITORS:

UHY Hacker Young (Birmingham) LLP

Statutory Auditor

9-11 Vittoria Street

Birmingham

B1 3ND

FIXED ASSETS

Tangible assets

4

1,180,289

531,062

CURRENT ASSETS

Debtors

5

278,206

15,285

Cash at bank

25,828

3,172

304,034

18,457

CREDITORS

Amounts falling due within one year

6

518,794

87,374

NET CURRENT LIABILITIES

(214,760

)

(68,917

)

TOTAL ASSETS LESS CURRENT LIABILITIES

965,529

462,145

CREDITORS

Amounts falling due after more than one year

7

438,819

-

NET ASSETS

526,710

462,145

CAPITAL AND RESERVES

Called up share capital

1

1

Capital contribution reserve

401,817

401,817

Retained earnings

124,892

60,327

526,710

462,145

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account and Statement of Retained Earnings has not been delivered.

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:

J W Moat - Director

1.	STATUTORY INFORMATION

Evyve Projects (No.2) Limited 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

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

These financial statements are prepared in Sterling, which is the functional currency of the company. All monetary amounts are rounded to the nearest £.

Going concern

The directors have received confirmation that the parent company, Evyve Limited will continue to provide the necessary level of support to enable the company to operate for the 12 months from signing the financial statements. In considering the ability of Evyve Limited to provide any necessary support, the directors have obtained an understanding of Evyve Limited’s financial standing and the support it has received.

Taking all these factors into account, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the 12 months from signing of the financial statements and therefore continue to adopt the going concern basis in preparing the financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:

- The amount of revenue can be reliably measured;

- It is probable that future economic benefits will flow to the entity;

- Specific criteria have been met for each of the company's activities.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and

installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives.

Asset class

Depreciation method and rate

Electrical charging points

Assets are depreciated when they are fully

constructed and operational at rates

ranging from 4.35% to 14.35%

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current 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 taxable income.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Leases

Accounting policy as a lessee applicable from 1 April 2025

The company leases premises under property leases with approximately 14-18 years remaining. The lease liability has been measured based on the fixed rental payments due over the remaining lease term.

The company applies the short-term lease recognition exemption to leases that has a lease term of 12 months or less. Where applicable, the company applies the low-value asset lease exemption. These lease payments are recognised as an expense on a straight-line basis over the lease term.

Other than for short-term leases and leases of low-value assets, the company recognises right-of-use assets representing the right to use the underlying assets and lease liabilities representing obligations to make lease payments.

Right -of-use assets

At the commencement date of the lease, the company recognises a right-of-use asset which is measured at cost. The cost of the right-of-use asset comprises:

-

the amount of the initial measurement of the lease liability

-

lease payments made at or before the commencement date, less any lease incentives received initial direct costs incurred, and

-

amounts recognised in provisions at the commencement date as an estimate of costs to be incurred for restoring the underlying asset to the condition required under the terms of the lease.

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives.

When impairment indicators exist, the right-of-use asset is assessed for impairment.

Right-of-use assets are presented within the tangible fixed assets line in the statement of financial

position.

Lease liabilities

At the commencement date, the company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the obtainable borrowing rate as the interest rate implicit in the lease cannot be readily determined. The obtainable borrowing rate is the rate of interest the company would have to pay to borrow, over a similar term, an amount similar to the total undiscounted value of the lease payments included in the measurement of the lease liability.

Lease liabilities (cont'd)

The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable.

The variable payments that are based on a percentage of revenue earned are not considered in calculating the lease liability balance and are recognised in profit or loss when incurred.

In addition, the lease liability is remeasured if there is a change in the lease payments, a change in the lease term, a change in the assessment of an option to purchase the underlying asset or a modification (that is not accounted for as a separate lease).

The lease liability is presented within creditors in the statement of financial position.

Accounting policy as a lessee applicable before 1 April 2025

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

New or revised standards or interpretations

Initial application of the Periodic Review 2024 amendments to ‘FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland’.

On 27 March 2024, the FRC issued ‘Amendments to FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and other FRSs Periodic Review 2024’. The effective date for most amendments is accounting periods beginning on or after 1 January 2026, with earlier adoption permitted.

The most significant amendments are the replacement of Section 23, now renamed ‘Revenue from Contracts with Customers’, and Section 20 ‘Leases’. The other less significant changes, include a new Section 2A ‘Fair Value Measurement’, uncertain tax positions, business combinations and the revised Section 2 ‘Concepts and Pervasive Principles’ but these do not have a material impact on the company.

The company implemented these changes from 1 April 2025 and used the modified retrospective approach to apply the new Section 23 and Section 20. In applying this approach, comparative information has not been restated, and any retrospective cumulative effect of initial application is recognised as an adjustment to the opening balance of retained earnings.

Revenue

The revised policy introduces the five-step model for revenue recognition, aligning recognition with the transfer of control rather than risks and rewards. The adoption of this accounting policy change did not result in any adjustment to the company's reported revenue, profit, or net assets.

Leases

Under the previous version of FRS 102 Section 20, each lease contract for a lessee was classified as either a finance lease or an operating lease. However, with the lease accounting amendments to FRS 102, as a lessee, a lease contract is now recognised as a lease liability with a corresponding right-of-use asset. In the prior period before transition, the company classified its property leases as operating leases.

There has been nil adjustment to opening reserves. The company has taken the practical expedient to not reassess whether a contract is, or contains, a lease at the date of initial application.

On 1 April 2025, a lease liability of £301k was recognised and measured at the present value of the remaining lease payments, discounted using the lessee’s obtainable borrowing rate. A right-of-use asset was recognised and measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the statement of financial position immediately before 1 April 2025.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2025 - 4 ) .

4.	TANGIBLE FIXED ASSETS

Leasehold land and buildings

Electrical charging points

Totals

£

£

£

COST

At 1 April 2025

-

708,117

708,117

Transition adjustments

300,874

-

300,874

At 1 April 2025 (restated)

300,874

708,117

1,008,991

Additions

167,660

280,547

448,207

At 31 March 2026

468,534

988,664

1,457,198

DEPRECIATION

At 1 April 2025

-

177,055

177,055

Transition adjustments

-

-

-

At 1 April 2025 (restated)

-

177,055

177,055

Charge for year

22,214

77,640

99,854

At 31 March 2026

22,214

254,695

276,909

NET BOOK VALUE

At 31 March 2026

446,320

733,969

1,180,289

At 1 April 2025 (restated)

300,874

531,062

831,936

Right-of-use assets, included in the above are as follows:

Leasehold land and buildings

£

COST

At 1 April 2025

-

Transition adjustments

300,874

At 1 April 2025 (restated)

300,874

Additions

167,660

At 31 March 2026

468,534

DEPRECIATION

At 1 April 2025

-

Transition adjustments

-

At 1 April 2025 (restated)

-

Charge for year

22,214

At 31 March 2026

22,214

NET BOOK VALUE

At 31 March 2026

446,320

At 1 April 2025 (restated)

300,874

As explained in note 2, the company adopted the lease accounting amendments to FRS 102 recognising right-of-use assets and corresponding lease liabilities.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

as

restated

£

£

Trade debtors

58,715

-

Amounts owed by group undertakings

209,663

-

Other debtors

-

2,999

VAT

-

10,286

Prepayments

9,828

2,000

278,206

15,285

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

as

restated

£

£

Lease liability

17,483

-

Trade creditors

10,886

11,886

Amounts owed to group undertakings

416,398

-

VAT

8,381

-

Accruals and deferred income

65,646

75,488

518,794

87,374

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2026

2025

as

restated

£

£

Lease liability

438,819

-

At 31 March 2026, the Company was a guarantor in respect of loan facilities made available to other group undertakings. In connection with those facilities, the Company granted composite debentures containing fixed charges over assets specified in the respective debentures and floating charges over all the property and undertaking of the Company. The debentures also contain negative pledges and secure the present and future obligations and liabilities of the relevant group obligors under the applicable finance documents.

At 31 March 2026, registered charges remained outstanding in favour of Peel L&P Group Finance Limited, Peel Finance (UK) Limited and Peel Investments Finance Limited. The Company had no external loan balance outstanding under these facilities at the year end.

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2026

2025

as

restated

£

£

Within one year

-

31,000

Between one and five years

-

124,000

In more than five years

-

350,541

-

505,541

The above disclosures are only applicable to the comparative period in line with requirements of the previous Section 20 which remain valid for the periods before 1 April 2025.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Jack Wilkinson (Senior Statutory Auditor)

for and on behalf of UHY Hacker Young (Birmingham) LLP

10.	OTHER FINANCIAL COMMITMENTS

For most contracts, the company has decommissioning obligations to remove some or all of the charging infrastructure and restore the site at the end of the contract. At 31 March 2026, the company’s intention was to renew or transfer the majority of these contracts at the end of their term, such that the future decommissioning obligations would be mitigated, and therefore no provision has been recognised.

Should the contracts not be renewed or transferred, potential decommissioning costs could be incurred. While a full assessment has not been completed, these are estimated to be around £220,000.

11.	RELATED PARTY TRANSACTIONS

The following counterparties are connected to the company through a common ultimate controlling party. During the year, the company incurred rent and electricity expenditure as follows: Peel L&P Property (Investments) Limited £19,941, Peel L&P Outlets Facilities £20,889, Peel L&P (Ports No.3) Limited £5,488, Peel L&P Investments (North) Ltd £3,120, Peel Land & Property Investments PLC £3,771, Peel South East £774, Peel NRE Developments Limited £15,904 and Trafford Palazzo £12,122.

At the year end, amounts due to companies connected through the same common ultimate controlling party were: Peel L&P Property (Investments) Limited £1,108, Peel L&P Outlets Facilities £2,652, Peel L&P (Ports No.3) Limited £257, Peel L&P Investments (North) Ltd £242 and Trafford Palazzo £1,500. No amounts were outstanding to the other counterparties listed above.

Evyve Projects (No.1) Limited is a non-wholly owned member of the same group. During the year, the company received £124,832 from that company to support working capital requirements and made purchases of £Nil. At the year end, £124,832 was due to Evyve Projects (No.1) Limited.

For the comparative year ended 31 March 2025, the company has taken advantage of the exemption permitted by FRS 102 Section 1A from disclosing related party transactions entered into on an arm’s length basis. Transactions with wholly owned companies within the same group have also not been disclosed.

12.	PARENT AND ULTIMATE PARENT UNDERTAKING

The parent company is Evyve Limited, a company incorporated in England and Wales, company number 11656568, registered office Michael House 35 Chiswell Street, 2nd Floor, London, EC1Y 4SE.

The ultimate parent companies of Evyve Limited are Evy Infrastructure Partners Limited and Peel NRE Developments (IOM) Limited.

Evy Infrastucture Partners Limited is a company incorporated in England and Wales, company number 12097912 , registered office Gathurst House 389 Gathurst Road, Orrell, Wigan, WN5 0LL.

Peel NRE Developments (IOM) Limited is a company incorporated in the Isle of Man, company number 007991V. Its ultimate holding company is Tokenhouse Limited, a company incorporated in the Isle Of Man. Tokenhouse Limited is controlled by the 1997 Billown Settlement. The registered office is Ballaman Manor, Ballnahowe Road, Port Erin, IM9 6JF, Isle of Man.