12 June 2025

Pod Point Group Holdings PLC (Symbol: PODP)

(the "Company", the "Group" or "Pod Point" or "Pod")

Final results FY2024

Revenues down 17% on 2023 due to weaker than expected private EV sales

Solid progress on Energy Flex, gross margin and costs

New consumer proposition and brand refresh launched

Pod Point Group Holdings PLC, a leading provider of Electric Vehicle ("EV") charging solutions in the UK, today announces its preliminary results for the 12 months to 31 December 2024.

Melanie Lane, Chief Executive Officer, said:

"Pod has achieved a lot in 2024 against a difficult market backdrop. As expected, 2024 has proven to be a transitional year in terms of our disappointing financial performance, adversely affected by several items.  We made good progress on our gross margin and cost reduction at a Group level, while our Energy Flex business saw exponential year-on-year growth.  I'm really pleased with how the team has executed our plan and delivered against our KPIs, especially given a significant internal reorganisation was undertaken."

Financial Highlights

·    Installed base of devices rose to 258k units, up 14% compared to 2023.  Pod maintains its leading scaled position in the UK.

·    Revenue of £52.9 million, down 17% compared to 2023, largely due to weak performance in Home segment as the new private car market was weak.

·    Recurring and Energy Flex revenues £3.7 million (2023: £3.3 million), including Energy Flex revenues of £0.6 million (2023: £0.04 million).

·    Gross margin of 31.7%, up 150 bps compared to 2023 driven by pricing, operational efficiency and mix, with the reduction in Home and Commercial gross margin more than offset by improvements in all other segments.

·    Adjusted EBITDA loss of £20.7 million (2023: loss of £15.3 million), including £4.4 million bad debt charge.

·    Non-cash impairment charge relating to goodwill and other intangibles of £44.4 million drove a Loss Before Tax of £84.5 million (2023: £83.2 million)

·    Net cash position of £5.2 million (2023: £48.7 million) and fully undrawn £30 million credit facility.  The Group drew on £15 million of the facility in Q1 2025, with an expectation for additional liquidity required in H2 2025.

Strategic and Operational Highlights

·    Leverage core in Home and Distribution

o  New contract wins included Honda, Bupa, Taylor Wimpey, Roadchef, Rentokil and DM Keith. The Group extended agreements with partners including BMW and JLR.

o  Solo 3S (Arch 5), our new OCPP-compliant chargepoint is in volume production.

o  Established commercial partnership in Spain and first trial operating units in France.

·    Cost Optimisation

o  Restructuring programme completed, with delivery of £6 million of annualised savings by year-end 2024.

o  Gross margin up 150bps in 2024 (vs 2023).

o  Improvements in our supply chain, operational efficiencies and new ways of working.

·    Build Customer Lifetime Value

o  Delivered £0.6 million of Energy Flex revenues in 2024, significantly ahead of expectations.

o  Internal investment to enable 2025 launch of consumer proposition, Pod Drive.

o  DSO, Capacity Market and Wholesale Market all now operating as BAU.

Financial Summary

Notes

(1) Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation and fixed asset impairment charges, and also excluding both amounts charged to the income statement in respect of the Group's share based payments arrangements and adjusting for exceptional items. These have been separately identified by the Directors and adjusted to provide an underlying measure of financial performance. The reconciliation is set out in Note 4.  Note 5 provides a summary of the amounts arising in respect of exceptional items.

Transforming from Chargers to Charging

The Group's first phase was a business focused on selling chargers, with a hardware led offering that provided in-year, one-off gross margin.  During this phase, Pod was very successful at building out traditional routes to market via the OEMs, Housebuilder, Fleet/Lease companies and wholesale partners. Furthermore, the Group capitalised on government grant schemes and provided a seamless customer experience that helped established strong market share for the Group.  However, this business model has limited defensive characteristics and limited potential for building long-term customer relationships.

Following the launch of Pod Drive in 2025, the Group is in the process of transforming its consumer offering with an increased focus on the recurring revenues unlocked by our market leading position in Energy Flex. This will enable our shift towards being a more service-led business - charging as a service - marking the second phase of our corporate journey.  This new, industry-first, consumer proposition will be supported by our refreshed brand position. 

Exploring value unlock from Owned Assets

As part of the Group's ongoing strategy refresh, the Group has been exploring opportunities to unlock the inherent value in our Owned Asset business, our network with Tesco. While at an early stage of discussion, there is potential to significantly expand the relationship with Tesco.

Recommended Offer from EDF

As announced today, EDF have made a firm offer for the Group in accordance with Rule 2.7 of the Takeover Code. EDF has a long-standing commitment to supporting the UK's transition to Net Zero and has identified the decarbonisation of transport as a strategic priority. EVs will play a central role in this transition and the provision of reliable, accessible, and smart charging infrastructure is essential to accelerating EV adoption across the UK. Since its initial investment in 2020, EDF has consistently provided both financial and operational support to Pod and intends to continue doing so with Pod as a wholly-owned subsidiary, subject to the offer successfully concluding.

Trading in the Company's shares

The Company's shares have been suspended from listing and trading from 1 May 2025. Following the publication of the Annual Report, it is expected that the suspension of the Company's shares will be lifted on or around 17 June 2025 once the Company has completed the preparation of the Annual Report in the required electronic reporting format (ESEF) in accordance with the Company's listing obligations.

Enquiries: 

About Pod

Pod is one of the UK's leading EV charging providers, powering homes, public spaces and workplaces. We were innovators right from the get-go, helping people make the switch to electric in the very early days of EV travel. Today, a quarter of a million customers trust us to be the heart of their EV life, and we power over 5 million miles every day.

We stand out in the EV market thanks to our award-winning technology, our heritage and our proven reliability. Our customers can be confident when they choose Pod on their electric journey. We're building a future where clean energy is easy, affordable and accessible for everyone.

pod.energy.com

Chief Executive Officer's statement

2024 has been a year of challenges, change and progress for Pod. The number of EV cars sold in the UK was up 20% on 2023 and there remains a clear trajectory to the electrification of the UK economy given successive government policies as well as the transition of the UK car parc to one being dominated by EVs over the long term.

However, the glide path was not without some bumps as private new car sales were down year‑on‑year, adversely affecting our UK Home business segment revenues. Consumer confidence remained muted, and cost of living pressures have not disappeared. The ongoing challenges with infrastructure investment for EV charging remains an impediment to faster take-up of EV sales. Our Commercial business significantly declined, in part, due to strategic exits of non‑core segments.

We also saw a change in the competitive set, with customers placing greater emphasis on energy tariff in their decision making. In response we introduced the Plug & Power bundle with EDF, which reduced the upfront cost of a chargepoint and spread the remaining cost across a two‑year fixed tariff with EDF. Despite this, we delivered below our expectations in the UK Home segment.

Against this mixed backdrop, the Group made good progress during the year on many fronts under its new Leadership Team, taking advantage of our market-leading position, our emerging position in the Energy Flex market, leveraging our relationship with EDF and harnessing the benefits of regulatory change. The foundation blocks of our customer lifetime value ("CLTV") have been put in place as we move from a business selling chargers to one selling a broader range of charging services. In May 2025, the Group launched Pod Drive, an all-inclusive home charging service.  The Pod Drive subscription gives drivers a cheaper and more convenient way to charge their EV at home, reducing the up-front costs of installing a charger from £1,249 to £99, while rewarding customers with cashback on up to 7,500 "smart charged" miles per year, covering household electricity costs of charging their vehicle.

Our cost position is now more attractive given our cost out programme delivering on its £6 million target.

Review of the year

Financial performance

Our financial performance in 2024 was somewhat mixed and impacted by several items. We had anticipated 2024 as a transition year as we began to implement our new strategy and exited some non‑core businesses. However, there was a softer end to the year as the private new car EV market was weak and general narrative around EVs remained negative. This had two impacts on our financial performance: our UK Home segment revenues were down 17% versus 2023 as demand shifted away from our core distribution channels. The secondary impact was on our net working capital, as UK Home has a more favourable working capital profile as we receive cash in advance of paying suppliers. Together, these factors led to a greater than expected cash outflow in 2024. Furthermore, in light of our debtors book we took an additional provision of £4.4 million reflecting concerns over the collectability of this debt.

Despite this, we made good progress on the execution of our Powering Up strategy, which included a £6 million cost out programme.

Customer performance

In terms of customers, we continued to perform well, maintaining a Trustpilot score of 4.5 (Excellent rating) throughout the year, a significant achievement and an improvement on the 4.2 (Good rating) we had in the prior year.

We launched our Solo 3S product, bringing customers a superior product with full solar integration for which we received numerous accolades including:

•   Best Value Home EV Charger by What Car?

•   Best of British Business by the Independent

•   Best Aftersales & Support by What Wallcharger?

•   Best Installer by Electric Car Guide

Partners have continued to respond well to both our product and our service levels, and we are pleased that we continue to partner with a range of trusted automotive, fleet and lease brands including BMW, Zenith Leasing, Britannia Leasing and Fleet UK.

This has been supplemented by further growth through our distribution and wholesale channels with several new customer wins and renewals including Honda, DM Keith (a dealership group), AXA Insurance and the Warranty Group. We deepened relationships with national distribution partners Yesss Electrical, CEF, Medlock and Rexel and signed new regional distribution deals with Park Electrical and Kelvelec.

Our combination of high‑quality product and service was reflected in our latest brand tracker survey, which confirmed Pod's leading position across awareness and consideration for EV purchasers against our direct competitor set.

As a result, we were delighted to become the first UK charging network to surpass 250,000 chargepoints.

Operational performance

We completed our organisation restructure, achieved the £6 million annualised cost saving and embedded return on investment ("ROI") disciplines across the Group with key performance metrics to drive commercial, technology and operational performance. A new ERP system was implemented as part of our approach to enable operation at scale and a new operating model was established to enable a faster and more effective flow of work across the business.

Strategic performance

Finally, we have continued to expand our reach through two key areas of strategic growth. We developed our Solo 3S product for launch in Spain and France and have begun generating revenue through international sales in 2025. Likewise, we made significant progress in driving Energy Flex and Recurring Revenues, beating our upgraded revenue guidance of £500,000, entering the capacity market and completing the internal development required for our rebrand and the launch of our consumer proposition.

Energy Flex: 2024 a breakthrough year

The electrification of the UK economy and increasing reliance on renewable energy sources dramatically increases the need for energy flex capacity to increase the efficiency of the grid, providing flexible assets and being part of future energy security policy. As such, Energy Flex is a key driver to our CLTV model and continues to provide a win-win-win solution to the UK energy transition challenge. Consumers get cheaper and greener charging through rewards for participating in Energy Flex; grid partners reduce costs and avoid capital expenditure; and Pod generates high‑value recurring revenues.

After delivering maiden revenues for the Group in Q4 2023, our Energy Flex business has delivered a real breakthrough year in 2024. Our revenues saw a 15‑fold increase in 2024 to £607,000, a great performance and well ahead of our internal expectations, albeit still small in the context of the Group. More importantly, this high‑margin, recurring revenue has moved from trial stage to business as usual for the Group, evidence of our pivoting from a one‑off revenue model to one driven by recurring revenues.

Throughout the course of 2024, Pod dramatically expanded its addressable market with Energy Flex, by entering both the capacity market and the wholesale market. Combined, these two segments account for over 50% of the total market opportunity based on our estimates.  These new market entries support our existing participation in the DSO market.

Funding

Our closing net cash balance of £5.2 million was below our expectations, mainly due to two factors. The first was slower than expected debtor collections impacted, in part, by resource intensive ERP implementation during Q4 2024. I am pleased to report that collection performance has improved across Q1 2025. The second impact on our cash position was a deterioration in our UK Home segment during the latter part of 2024.

EDF, the Group's largest shareholder, has continued to show its strong support of the Group's strategy. In FY2023 EDF provided a five‑year credit facility of £30 million to provide additional funding headroom. The Group did not draw on the facility in 2024. However, given the closing net cash position at 31st December 2024, the Group drew £15 million of the facility in Q1 2025.

Melanie Lane

Chief Executive Officer

Chief Financial Officer's statement

Income statement

2024 has been a year of transition, with the implementation of our new strategy and the foundations of our CLTV model established. Our financial and trading performance was mixed, due to the challenging market backdrop of negative sentiment around EVs, cost of living pressures, muted consumer confidence and lack of signs of economic progress under the new UK Government that had been hoped for. Furthermore, there are a number of items, particularly around our debtors book, which negatively impacted financial performance in FY2024. Our revenue was £52.9 million, down 17% versus 2023, reflecting the mixed consumer backdrop as described earlier, and our exit from a number of customer segments as planned due to our strategic focus on UK Home and UK Workplace.

While revenue declined, our reduction in gross profit was more contained at £2.4 million, as our overall gross margin percentage improved by 150bps year‑on‑year to 31.7%, despite the reduction in Home and Commercial gross margin. This was due to improvements in our supply chain, operational efficiencies and new ways of working for our installation process, and a higher mix of business coming from higher margin revenue streams, for example the growth in our Energy Flex business unit.

Over the year, we continued to invest in overhead areas to support and drive future growth, focused on sales and marketing, customer service and other support functions. However, we also completed the difficult, but necessary, restructuring of our organisation, resulting in the delivery of annualised cost savings of £6 million.

The Group identified debtor balances that it is no longer certain it will collect, related to years 2020 to 2024, as a result of market and credit collection performance factors including resourcing issues and a pull of focus onto ERP implementation. Consequently, the Group has taken an impairment loss on trade receivables and contract assets of £4.4 million to cover these debtors (2023: £0.1 million).

However, there has been strong progress across several parts of our business. Firstly, our gross margin percentage improved, as set out above. Secondly, we have taken all the necessary actions to reset our cost base by £6 million as previously targeted. Thirdly, our Energy Flex revenues were dramatically higher than anticipated as we started 2024, establishing a positive recurring revenue platform.

The above factors resulted in an increase in our adjusted EBITDA loss to £20.7 million in 2024 (2023: £15.3 million loss). Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation and impairment charges, and also excluding both amounts charged to the income statement in respect of the Group's share‑based payments arrangements and adjusting for exceptional items. This measure has been separately identified by the Directors and adjusted to provide an underlying measure of financial performance. The reconciliation is set out in note 4 to the financial statements. Note 5 to the financial statements provides a summary of the amounts arising in respect of exceptional items.

Loss before tax, including depreciation and amortisation, impairment charges and exceptional and share-based payment costs, was £84.5 million in 2024 (2023: £83.2 million).  

2024 year end cash and cash equivalents were £5.2 million compared to £48.7 million at the end of 2023. The reduction of £43.5 million reflected the EBITDA loss for the year of £20.7 million, exceptional costs of £8.2 million, further capital investment of £10.1 million (2023: £9.1 million), including £9.8 million in software and product development, including our next generation of UK product and products adjusted for the International markets, and £0.3 million in tangible fixed assets. Working capital, including movements in accruals relating to cash-settled share awards, represented an outflow of £2.2 million (2023: inflow of £6.1 million), due to timing of collection of receivables, and timing of payments to suppliers. Financing outflows net of interest income were £2.3 million (2023: £0.2 million). 

Unadjusted losses after tax increased to £84.7 million in 2024 (2023: £83.4 million). Depreciation, amortisation and impairment costs totalled £57.5 million in 2024 (2023: £64.0 million). Net finance income was £0.6 million (2023: £1.2 million).

Summary income statement

Business segment review

The following table sets out the revenue for each of our business segments for the years ending 31st December 2024 and 2023:

¹ Energy Flex revenue in 2023 was £39k

² Table adds to £53.0m due to rounding

UK Home business segment

We saw revenue in our UK Home business unit decline to £22.3 million from £27.0 million in 2023; this represented a 17% year-on-year reduction. This was primarily due to lower private BEV registrations within overall higher PiV registrations, consumers moving towards channels where Pod has been historically weaker, for example fleet lease and energy tariff relationships, and overall increased competition.

·    New PiV registrations increased 20% to 549,148 in 2024 from 455,998 in 2023, primarily driven by the fleet market rather than private customer demand

·    The number of Pod home chargepoints installed fell to 27,370 versus 33,513 in 2023

·    Percentage gross margin in 2024 declined to 20.4% compared to 28.1% in 2023. This was driven by higher install costs (which have now been addressed following the reorganisation of our Operations function). Gross margin was also negatively impacted by higher deferrals of revenue in 2024 in respect of extended warranty coverage, which was previously charged to customers and is now provided to them at no charge

·    Gross profit was £4.5 million in 2024, down 40% (2023: £7.6 million) with lower revenue
and weaker gross margin as described above

·    We renewed several key customer contracts during the year including Mercedes and JLR, and now have over 65 operational fleet accounts with businesses including Coca-Cola and DHL

UK Commercial business segment

·    Revenue was £15.3 million compared to £23.0 million in 2023. The decrease of 34% reflected the decision to exit some strategically non-core activities, including public charging fleet depot and multi-tenancy

·    Number of chargepoints installed was 4,350 compared to 5,231 in 2023

·    Percentage gross margin decreased from 26.3% in 2023 to 24.3% in 2024 reflecting fixed costs spread over a lower install volume and labour mix

·    Gross margin in 2024 was £3.7 million, compared to £6.0 million in 2023

·    We won or renewed several key customer contracts during the year, including Cemex and Genuit

UK Distribution business segment

·    We delivered revenue of £7.1 million compared to £5.4 million in 2023, an increase of 32%

·    The increased revenues helped to increase total gross margin in 2024 to £5.0 million, compared to £3.1 million in 2023 - an increase of 61%

·    Percentage gross margin increased from 57.8% in 2023 to 70.7% in 2024, reflecting reductions in supply chain costs and price increases

·    We won or renewed several key customer contracts during the year, including Barratt Homes, Bellway and Taylor Wimpey

Owned Assets business segment

·    We delivered revenue of £7.7 million compared to £8.4 million in 2023, a decrease of 8%. This reduction was driven by anticipated reductions in media fee income, which is weighted towards the earlier years of the 7-year contract operated by this segment

·    The total number of chargepoints installed at the year end was 1,337, including 142 DC rapid chargepoints, at 598 sites, consistent with 31st December 2023

·    Despite the decline in revenue, gross margin increased in 2024 to £2.9 million compared to £2.5 million in 2023

·    This increase was due to an improvement in percentage gross margin in 2024 to 38.4% compared to 29.5% in 2023. The higher rate in 2024 reflected an increased margin on electricity sold through DC chargers as compared to 2023

Energy Flex business segment

·    Revenue for Energy Flex of £0.6 million represented a 15 times increase on 2023, well ahead of our expectations at the start of 2024, and well ahead of our upgraded expectations set at our capital markets event in July 2024

·    This revenue was generated from participation in local grid flexibility schemes with the DNOs, entry into the capacity market and our maiden revenue from the wholesale market

·    Energy Flex remains a 100% gross margin segment

Impairment charges relating to intangible assets  

A charge totalling £44.4 million relating to impairment of goodwill, brand and internally generated technology assets within the UK Home, UK Commercial and UK Distribution business segments has been recognised during the year. 

The charge has been recognised based on future forecasts appropriately adjusted to reflect the downside risk over the achievability of those forecasts, and the Directors' consideration of the Group's financial constraints relevant to delivering those cash flows. The impairment charge also reflects an increase in discount rate applied from prior year. 

Further details of the impairment assessment process and the amounts impaired are set out in note 7. 

Cost of sales

Cost of sales principally comprises the cost of chargepoints and related parts installed, other installation costs such as trench digging, electrical cable running and parking bay markings and the cost of labour, which includes both in-house staff and third-party contractors. Where a commercial installation is incomplete at a period end, we accrued revenue  according to the percentage completion of the project based on the cost of sales incurred. Where we own and operate a chargepoint and charge customers to charge their vehicles, the costs of the related electricity and credit card/banking transaction fees are included in cost of sales.

Cost of sales decreased by £8.4 million (19%) from £44.5 million in 2023 to £36.1 million in 2024. The decreased cost of sales was driven by lower sales activity.

Gross profit

Total gross profit decreased in 2024 to £16.8 million compared to £19.2 million in 2023, a reduction of 13%. We saw gross margin percentage increased by 150bps from 30.2% to 31.7%. The factors driving these movements are set out in the segmental summaries above.

Administrative expenses

Total administrative expenses, excluding impairment of fixed assets and receivables, as disclosed on the income statement increased to £53.7 million (2023: £51.3 million), an increase of £2.4 million or 5%.

FY2024 costs include an impairment charge for goodwill and other intangible assets of £44.4 million (2023: £53.2 million). The impairment charges arise in 2024 in our UK Home, UK Commercial and UK Distribution segments.

The impairment charge reflects the factors set out in the discussion by segment above.

An impairment charge of £0.2 million in respect of vehicle right of use assets reflects our commitment to transition to a full BEV fleet by end of FY2025.

During the year, we experienced significant increases in past due receivables, due to resourcing issues and a pull of focus onto ERP implementation. At year end, by following our existing methodology to identify the required expected credit loss provision, past due receivables for which recovery was uncertain were identified and impaired. The impairment charge in respect of receivables in total for FY2024 was £4.4 million (FY2023: £0.1 million).

The year-on-year movement in total administrative expenses, excluding impairment of fixed assets and receivables, of £2.5  million was driven by several factors including:

i)       A £2.1 million increase in depreciation and amortisation, from £10.9 million to £13.0 million, reflecting significant investment in intangible fixed assets in the current and prior year

ii)      An increase of £5.4 million in exceptional costs, from £2.8 million to £8.2 million, reflecting restructuring activities, provisions relating to a supplier in administration, and costs of systems implementation  

iii)     A £0.3 million increase in marketing spend year-on-year, from £2.3 million to £2.6 million in FY2024 as the Group targeted growth in key segments

iv)     A £3.5 million reduction in share based payments charge from a charge of £2.3 million in FY2023 to a credit of £1.2 million in FY2024, reflecting changes to expected performance condition based vesting, national insurance liabilities, and lapses from leavers during the year

v)      A £1.8 million decrease across other overheads, reflecting management cost interventions

Adjusted EBITDA

The factors above resulted in an adjusted EBITDA loss of £20.7 million in 2024 compared to £15.3 million in 2023.

Finance costs

Net finance income decreased to £0.6 million in 2024 (2023: £1.2 million), as a result of reducing cash balances.

Taxation

The tax charge in 2024 of £0.2 million was consistent with 2023. The tax charge relates to the Group's above the line income in respect of R&D tax credit claims.

Loss after tax

Loss after tax increased from £83.4 million in 2023 to £84.7 million in 2024.

Earnings per share

Basic and diluted loss per share remained consistent with 2023 at 54 pence.

Dividend

We aim to prioritise the reinvestment of our cash flows into the considerable opportunities that exist for the growth of the business. With respect to dividends, the Directors see these as an important part of the capital allocation policy at the appropriate time in the future, and once commenced the Directors would anticipate operating a progressive dividend policy.

Capital expenditure

During the period under review, we increased investment in internally generated intangible assets (software and hardware development) to improve our product and service offerings and invest in the platforms to drive future growth.

We continued to capitalise expenditure on additions and improvements to our hardware and software as new functionality and services were developed. Total expenditure relating to internal staff costs of £6.6 million was capitalised in 2024 compared to £8.7 million in 2023.

Key areas of product development included Solo 3S and Energy Flex software platform.

In addition, we capitalised license fees, third-party development, and other costs associated with product development of £3.2 million (2023: £2.8 million) and incurred £0.3 million cost associated with leasehold improvements and computer equipment (2023: £0.3 million of computer equipment). Total capital expenditure was therefore £10.1 million in 2024 (2023: £12.3 million).

Cash flow

Closing cash and cash equivalents were £5.2 million (2023: £48.7 million).

Cash outflow from operating activities increased to £31.2 million from £12.8 million in 2023. This was the result of higher operating losses before impairment, higher exceptional costs, and a working capital outflow primarily driven by a significant increase in trade receivables. The resourcing of and financial controls over the trade receivables process are a key focus for management going forward.

Cash outflows from investing activities were £9.1 million (FY2023: £10.7 million), reflecting fixed asset additions described above, offset by bank interest receivable.

Cash outflow from financing activities increased to £3.3 million (2023: £1.8 million, the increase primarily due to £nil of project finance inflows in FY2024 (FY2023: £1.5 million).

Balance sheet

Working capital movements represented a net outflow of £3.3 million (2023: inflow of £6.1 million) across trade and other receivables, inventory, deferred income, trade and other payables and provisions. Focus on collections of trade receivables was an issue during the year as described above and a provision over uncollectable receivables has increased significantly year on year as set out above.

Internally generated fixed assets grew as we continued to build the software platforms that will drive future growth, in particular the next generation of product Arch 5.

During 2025 we identified weaknesses in historical account payable processing which led to a likely under recovery in VAT. The processing issues giving rise to this under recovery will be largely rectified in 2025 and the implement of our new ERP system has fixed this issue on a go forward basis.

Related party transactions

During 2024, transactions with related parties included sale of goods of £0.4 million (2023: £0.2 million) and purchase of goods of £0.6 million (2023: £0.5 million). These transactions were undertaken with EDF Group companies. Additionally, EDF has provided a £30 million credit facility to the Group of which none was drawn at the year end and £15 million was drawn as at the date of this report. There were no other transactions with significant shareholders.

Going concern

Given the Group's need for funding exceeds amounts currently available to it, and due to potential restructuring of the Group on a potential change of control, the Directors have identified a material uncertainty over going concern. Full details of the assessment of the Group's going concern position are set out in note 2.

Subsequent events

In January 2025, the Group drew down £15 million against the facility provided by EDF. A further £15 million is undrawn at the date of this report. The ability of the Group to draw down on the balance of £15 million of this facility is subject to the agreement of EDF, which the directors believe will not be unreasonably withheld.

Subsequent to the balance sheet date the terms of the facility were amended such that the amount of £15 million drawn down at the date of these financial statements is repayable within 3 weeks of demand rather than 3 months of demand as per the original terms of the agreement.

In April 2025, the Group received a non-binding conditional cash proposal from its majority shareholder EDF to acquire the entire issued and to be issued share capital of the Company that it does not already own at a price of 6.5 pence per share. EDF have until 5.00pm on 12th June 2025 to either announce a firm intention to make an offer or announce that it does not intend to make an offer.

Michael Jay

Acting Chief Financial Officer

Basis of preparation and general information

The preliminary announcement was approved by the Board of directors on 11 June 2025.

The financial information set out in this preliminary announcement does not constitute the company's statutory accounts for the year ended 31 December 2024, but is derived from those accounts.

The Company's Annual Report and Accounts ("Annual Report") for the year ended 31 December 2024 will be published in June 2025. It will be sent to shareholders and posted on its website: www.pod-point.com/investors and uploaded to the National Storage Mechanism in accordance with UKLR 6.4.1 R.

Statutory accounts for 2023 have been delivered to the registrar of companies, and those for 2024 will be delivered in due course. The auditor has reported on those accounts; the report for 2023 was unqualified.  The report for the year ended 2024 included reference to a matter to which the auditor drew attention by way of emphasis without qualifying their report in respect of a material uncertainty in respect of going concern (2023: no reference to such a matter), and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The condensed financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and have been prepared on a going concern basis. Further information including on accounting policies and the full accounting notes will be set out in the Annual Report, and such information for 2023 was included in the 2023 Annual Report which was published on 26th April 2024.

Consolidated statement of profit or loss and other comprehensive income

All amounts relate to continuing activities.

The notes set out below form part of the condensed consolidated financial statements.

Consolidated statement of financial position

Consolidated statement of changes in equity

As at 31st December 2024:

As at 31st December 2023:

Consolidated statement of cash flow

1.  Accounting Policies

The accounting policies applied are consistent with those applied during the year ended 31 December 2023.  

2.  Going concern

Current context and liquidity

In adopting a going concern basis for the preparation of the financial statements of the Group and of the Company, the Directors have made appropriate enquiries and have considered the Group's business activities, cash flows and liquidity position, and the Group's principal risks and uncertainties, in particular the economic and competitive risks. In particular the Directors have considered the likely effect of the Group's future strategy, including the new Home proposition.

During FY24, the Group made a loss of £84.7m. The Group's results have been impacted by the competitive landscape, and particularly by lower than expected demand in the private BEV market, where customers have the highest propensity to purchase a charger, as opposed to those with access to fleet vehicles. At 31^st December 2024 the Group had net current liabilities of £2.0m.

At 31st December 2024, the Group held cash of £5.2m, down £43.5m from £48.7m at 31st December 2023. The Group's £30m facility provided by EDF was undrawn at 31st December 2024. At the date of this report, £15m of the facility has been drawn. The ability of the Group to draw down on the balance of £15m of this facility is subject to the agreement of EDF, which the directors believe will not be unreasonably withheld. The Group held cash at 31^st May 2025, inclusive of the facility drawn down, of £9.3m.The Group will require funding during 2025 and over the going concern assessment period discussed below in excess of the currently available facilities. The status of discussions around additional funding is set out below.

The Directors have concluded that, while it remains appropriate to prepare the financial statements on a going concern basis, and while the Board has a reasonable expectation that the Group and Company will be able to continue in operation and meet its liabilities as they fall due over the period of assessment, there is a material uncertainty regarding the Group and company's going concern position due to the requirement for additional funding and due to potential restructuring of the Group on a potential change in control, as set out below.

Assessment period

Accounting standards require that 'the foreseeable future' for going concern assessment covers a period of at least twelve months from the date of approval of these financial statements, although those standards do not specify how far beyond twelve months a Board should consider.

In its going concern assessment, the Directors have considered the period from the date of approval of these financial statements to 31st December 2026 (the going concern period or assessment period).

Given ongoing uncertainty around the widespread adoption of EVs, the Directors have deemed a longer than 12 month period of assessment to be appropriate. This period reflects the time necessary for further development of the EV market, and the time required to operationalise the Group's strategic initiatives.

The Directors have taken into account reasonably possible future economic, regulatory and execution risk factors in preparing and reviewing trading and cash flow forecasts covering the period to 31st December 2026.

At the end of the assessment period the Group is forecast to be generating cash outflows, however the level of these will have stabilised, after taking account of the working capital effects of the new Home proposition which defers cash receipts over the customer's subscription period. The Directors expect the Group to become cash generative during FY29.

Forecast performance

In its assessment of going concern over the period to 31st December 2026, the Group has modelled a base case scenario, and a severe but plausible downside case.

The forecasts used in the base case take into account the Board's and management's views on the anticipated impact of the Group's strategy around Home proposition, Energy Flex activity, and cost management across the going concern period. The key inputs and assumptions underlying the base case include:

i)    an expected growth in the UK BEV and PHEV market over the assessment period of 58% compared to FY24 resulting from continued EV adoption underpinned by ZEV mandate legislation

ii)   a 16% increase in forecast revenue over the assessment period compared to FY24 run rate, arising from the growth in the market and reflecting the expected market share effect of the Group's planned change in UK Home product offering.

iii)  negative working capital effects totalling around £9m arising from the planned change in the UK Home product offering which include a lower up-front fee and monthly payments from customers.

iv)  an expected increase in Energy Flex revenues of 919% in the assessment period compared to FY24 from both a broadening of the base of chargers eligible to be included in Energy Flex activities, and access to new Energy Flex markets including Wholesale market opportunities

The Group is expected to continue to experience negative cashflows in between 2025 and 2028, before becoming cash generative during 2029.

In the base case, a significant cash outflow occurs over the period to 31st December 2026, with 31st December 2026 being the lowest point in the forecast case. The Directors expect that there will be a further requirement for significant additional funding during 2025, as described below.

Severe but plausible downside case

In satisfying themselves that the going concern basis is appropriate, given the Group's reduction in liquidity over FY24 and the economic, competitive and execution risks associated with the Group's strategic initiatives over the outcomes forecast in the base case set out above, the Directors have modelled a severe but plausible downside case as set out below in which all anticipated individual downside risks occur together.

The Directors consider a scenario where these sensitivities occur in combination is unlikely, but not remote. A scenario where some of these sensitivities occur, but not others, would therefore be upsides against the scenario considered.

i)    A 30% reduction in market size, resulting from a reduction in the demand for EVs arising from economic factors or a reasonably possible delay in the adoption of EVs due to any changes to the ZEV mandate and policy initiatives to encourage EV adoption. This sensitivity results in a 13% fall in forecast revenues in UK Home and UK Distribution due to the associated drop in installation volumes;

ii)   A further 5% reduction in forecast revenues in the Home and UK Distribution segments, arising from lower than expected market share performance, including a loss of market share of 1% in FY25 as compared to FY24 and of 2% in FY26 as compared to FY24, reflecting risks from competitive pressures or related to the Group's own execution performance. These execution risks include the introduction of the new Home proposition as described above, including risks around the take-up of the new offering

iii)  A 20% reduction in revenue in the International segment, resulting from a reduction in the demand for EVs arising from economic or regulatory factors, or related to economic and competitive factors in the European markets in which the Group expects to operate during the forecast period, reflecting a reduction in expected rates of adoption of EVs.

iv)  A 24% reduction in forecast revenue in the UK Commercial segment, reflecting lower than forecast levels of EV adoption, and risks from competitive pressures or related to the Group's own execution performance.

v)   A 3% increase in forecast unit costs of sales, reflecting supply chain risk, and in particular an increase in total cost of sales which cannot be passed on to customers. This sensitivity assumes a 5% increase in unit cost of sales, together with 2% of non-unit cost of sales purchases. The unit cost of sales assumption reflects the Group's USD exposure in these purchases

vi)  A 50% reduction in revenue in the Energy Flex segment, reflecting risk in realising the Group's plans to generate income from the installed base of domestic charges, including in realising value generated from wholesale trading. The Energy Flex business remains a relatively smaller component of the Group's trading over the assessment period.

Since the Group has not made commitments to carbon emission reductions which, if implemented, would have a significant cost implication, the impact of climate change has not had a significant effect on the forecasts considered.

In the severe but plausible downside case, a significant cash outflow occurs over the period to 31st December 2026, with 31st December 2026 being the lowest point in the forecast case. In this case, the Directors expect that there will be a further requirement for significant additional funding, in excess of that required for the base case, during 2025.

Due to the significant economic uncertainty associated with the US tariffs announced in April 2025, the Directors are not able to provide certainty there might not be a more severe downside than those they have already considered. While there remains a material uncertainty in the base and downside scenario modelled, a more severe downside may impact the level of funding required.

Material uncertainty as to going concern

Both the base case and the severe but plausible downside scenario considered shows a requirement for significant additional cash during the assessment period.

The Group is currently running a process to secure additional funding, for which external advisors have been appointed. In April 2025, the Group received a non-binding conditional cash proposal from its majority shareholder EDF to acquire the entire issued and to be issued share capital of the Company that it does not already own at a price of 6.5 pence per share.

The Directors do not have knowledge of how any future buyer may structure the Group on a potential change of control.   The financial structure of the acquirer may affect the going concern position of the parent company entity Pod Point Group Holdings Plc. 

At the time of signing these financial statements the Directors are confident that work to raise further funding, either from EDF as part of their potential acquisition of the Group, or from another process, will conclude successfully in the forthcoming months.

The Directors have a reasonable expectation that the raising of funding will be successfully concluded and that therefore the Group will maintain a position of sufficient liquidity throughout the forecast period to at least 31st December 2026 in order to continue in operation and meet its liabilities as they fall due, and consequently have prepared the financial statements on a going concern basis.

As the Group and Company are reliant on securing further funding which is not guaranteed, and due to uncertainty as to how any future buyer may structure the Group on a potential change of control, a material uncertainty exists related to events or conditions which may cast significant doubt on the ability of the Group and Company to continue as a going concern and as a result the Group or Company may be unable to realise their assets and discharge their liabilities in the normal course of business. The financial statements for the year to 31st December 2024 do not include the adjustments that would result from the basis of preparation being inappropriate.

3.  Critical accounting judgements and key source of estimation uncertainty

In the application of the Group's accounting policies, management is required to make judgements, estimates and assumptions about the recoverable amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only the period or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying accounting policies

(i) Capitalisation of development costs (see note 8)

Development costs are capitalised where they relate to a qualifying project and where the relevant costs can be separately identified. The capitalised development costs are based on management judgements taking into account:

•     the technical feasibility to complete the product or system so that it will be available for use

•     management intends to complete the product or system and use or sell it

•     the ability to use or sell the product or system

•     the availability of adequate technical, financial and other resources to complete the development

In determining the development costs to be capitalised, the Group makes estimates and judgements as to the expected future economic benefits of the respective product or system that is the result of a development project, in deciding whether the product or system meets the criteria for capitalisation or not.

Management also make judgements regarding the level of purchased services which are directly attributable to the work to develop the capitalised projects and therefore are included within the overall project costs.

The overall staff costs of this team is material and a significant change in this estimate could have a significant effect on the value of costs capitalised. The impact of a change to this estimate could result, at the most extreme, i.e. in a scenario where either no development team costs are capitalised, or where they are capitalised in full, in a decrease of £2.3 million or increase of £7.1 million in administrative expenses in the current year.

Key source of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(i) Impairment of goodwill and other intangibles

During the year, the Group performed an assessment of the recoverable value of the UK Home CGU, the UK Commercial CGU, and the UK Distribution CGU, and concluded that an impairment of £44.4 million was required, relating to goodwill and other intangible assets allocated to the UK Home CGU, the UK Commercial CGU and to the UK Distribution CGU.

The amount of the impairment identified was based on the key inputs to the discounted cash flow model used to estimate the recoverable value of each CGU.

Key assumptions used in the model, together with sensitivity analysis over these assumptions, are set out in note 7. 

(ii) Credit risk in respect of trade receivables and contract assets

During the year the Group identified significant receivable balances relating to 2020 to 2024, the recoverability of which was subject to significant uncertainty.

An expected credit loss provision has been estimated, based on the characteristics of the receivable balances, including the nature of the counterparties and the age of the balances.

Given the significance of the Group's receivable position, as set out in note 15, alternative judgements as to recoverability could have led to a significantly higher or lower provision. The estimation uncertainty is higher for older debts as the company has less experience on which to base the estimated of recoverability of these. A sensitivity has therefore been considered where 100% of debts greater than 1 year are provided. This would increase the provision by £726k (2023: £4,018k).

4.  Operating segments, revenue and APM

During the current and preceding financial year, the operating segments reviewed by the CODM were set out in the table below.

In future, the Group also expects to report activity within an International segment. However, for the current and preceding financial year, trading, assets and liabilities, and cash flows for this segment are immaterial.

There are no transactions with a single external customer amounting to 10% or more of the Group's revenues.

Segmental analysis for the year ended 31st December 2024:

Reconciliation of operating loss to adjusted EBITDA for the year ended 31st December 2024:

Segmental analysis for the year ended 31st December 2023:

Reconciliation of operating loss to adjusted EBITDA for the year ended 31st December 2023:

Costs have been attributed to segments on a specific basis where possible, and on an activity basis where necessary.

For FY 2023, the activity based allocation key was primarily revenue by segment.   For FY 2024, in line with the Board's method for assessing the performance of each segment, allocation is primarily on the basis of gross margin by segment.   

Comparatives have been restated accordingly.

Information relating to assets, liabilities and capital expenditure information is presented to the CODM in aggregate.

Alternative performance measures

The Group makes use of an alternative performance measure, adjusted EBITDA, in assessing the performance of the business. The definition and relevance of this measure is set out below. The Group believes that this measure, which is not considered to be a substitute for or superior to IFRS measures, provides stakeholders with helpful additional information on the performance of the Group.

Adjusted EBITDA

Definition

Profit or loss from operating activities, adding back depreciation, amortisation, impairment charges, share-based payment charges and exceptional items.

Relevance to strategy

The adjusted measure is considered relevant to assessing the performance of the Group against its strategy and plans.

The rationale for excluding certain items is as follows:

Depreciation: a non-cash item which fluctuates depending on the timing of capital investment. We believe that a measure which removes this volatility improves comparability of the Group's results period-on-period

Amortisation: a non-cash item which varies depending on the timing of and nature of acquisitions, and on the timing of and extent of investment in the internally generated intangibles arising from development of the Group's products. We believe that a measure which removes this volatility improves comparability of the Group's results period-on-period. impairment of intangible assets is also excluded as an exceptional item

Share-based payment charges: a non-cash item which varies significantly depending on the share price at the date of grants under the Group's share option schemes, and depending on the assumptions used in valuing these awards as they are granted. We believe that a measure which removes this volatility improves comparability of the Group's results period-on-period and also improves comparability with other companies that do not operate similar share-based payment schemes

Exceptional items: these items represent amounts which result from unusual transactions or circumstances and of a significance which warrants individual disclosure. We believe that adjusting for such exceptional items improves comparability period on period.

See note 5 for further detail of amounts disclosed as exceptional in the year.

5.  Exceptional Items

Adjusting restructuring, system implementation, and other costs, for the purposes of presenting non-IFRS measure of adjusted EBITDA are as follows:

Restructuring costs

In FY2024, £6,562k of restructuring costs were incurred, representing professional fees associated with the strategic review exercise which began 2023 and which continued into 2024 in line with previously communicated expectations, representing further actions arising from the strategic review, and forming part of the same overall restructuring exercise.

These restructuring costs included additional staff exit costs, professional fees, and other costs associated with the exit of non-core segments.

£3,355k of the restructuring costs related to staff exits from the business, with the remaining £3,207k representing professional fees paid to advisors in relation to the design and execution of the Group's revised strategy.

Included within the staff restructuring amount was £276k relating to salary payments to the Group's former CFO, David Wolffe, after his exit from the business, including an accrual in relation to his remaining salary due at 31st December 2024 of £134k.

Included within this amount was a provision of £904k which was recognised at 31st December 2024, to cover the expected costs of staff exits in 2025 resulting from the strategic review exercise which had been communicated to those affected by the year end.

In FY2023, £2,802k of restructuring costs were incurred, representing professional fees associated with the strategic review exercise undertaken in during 2023 and the staff costs arising from executing this restructuring activity. £346k of these costs related to amounts paid to the former CEO after he had left his role and associated professional fees.

Included within this amount was a provision of £326k which was recognised at 31st December 2023, to cover the expected costs of staff exits in 2024 resulting from the strategic review exercise which had been communicated to those affected by the year end. At 31st December 2024, this amount had been spent in full.

Supplier issues

During April 2024, Tritium DCFC Limited, the parent entity of a supplier of rapid charging units to the Group, entered administration. The uncertainty caused by this situation led to customers of the Group delaying installation of Tritium products. Uncertainty was also caused among customers as to the timely satisfaction of warranty obligations in respect of installed units.

In September 2024, Tritium was taken over by a new parent, Exicom Power Solutions B.V. Netherlands. Tritium has indicated to the Group that Exicom have committed to fulfil Tritium's warranty obligations with respect to replacement of faulty parts, although not with respect to shipping and labour costs.

The Group has therefore recognised provisions for:

i)    The carrying value of Tritium stock on hand which does not have a committed order (£428k);

ii)   The expected future labour and shipping costs of maintenance and repair services due under existing warranty commitments, which the Group expects to have to fulfil to its customers in place of Tritium (£234k).

In the Group's half-year reporting at 30th June 2024, a warranty provision of £1,284k was recognised. This provision included the costs of purchasing replacement rapid charging units on the open market, on the assumption that these would not be available from Tritium. Given the change in circumstances in the second half of the year, including the change in ownership of Tritium and consequent change in expectations of warranty costs to be borne by the Group, £1,050k of the provision has been released in the second half of 2024. The reduction in provisions has also been included in the exceptional amounts such that the exceptional charge for the full year represents the total expected warranty costs to be borne by the Group at 31 December 2024.

System implementation

During the year the Group implemented a new ERP system to support the Group's growth ambitions.  Costs of implementation, not including the operating costs of the system which are presented in the operating result, totaled £926k.  These implementation costs have been presented separately due to their significance and nature, including in particular the material spend on a system significantly in excess of our other back office support software.   These implementation costs were not capitalised into fixed assets in accordance with the accounting guidance in this area.  

6.  Loss per share

Basic earnings per share is calculated by dividing the loss attributable to the equity holders of the Group by the weighted average number of shares in issue during the year.

The Group has potentially dilutive ordinary shares in the form of share options granted to employees. However, as the Group has incurred a loss in the current and preceding financial year, the loss per share is not increased for potentially dilutive shares.

7.  Intangible assets

Intangible assets as at 31st December 2024:

At 31st December 2024, £227k of development projects were in progress and were not yet amortised.

Intangible assets as at 31st December 2023:

At 31st December 2023, £1,525k of development projects were in progress and were not yet amortised.

Goodwill and customer relationships

Goodwill and other intangible assets were allocated to cash generating units or groups of cash generating units per the table below during 2023.

No intangible assets were allocated to the Owned Assets segment, or to the new Energy Flex or International segments.

2023 impairment exercise

In 2023, the Customer Relationships asset was re-assessed in light of the Group's strategy for its UK Commercial business and the updated cash flows expected from those customer relationships identified at initial recognition in 2020. The Directors assessed that the recoverable value of this asset on an individual basis at 31st December 2023 as nil and its carrying value at 31st December 2023 of £9,880k was been impaired in full. No ground to reverse this impairment have been identified during FY2024.

The recoverable amount of each CGU was estimated on a value-in-use basis, using a discounted cash flow model. Based on the assessed recoverable value at 31st December 2023, partial impairments of goodwill relating to the UK Commercial and UK Distribution CGUs were taken as set out above.

2024 impairment exercise

Overview

At 31st December 2024, the remaining carrying value of goodwill and other intangibles arising on acquisition has been re-assessed, using a fair value less costs of disposal ('FVLCOD') approach. The Directors are required to consider the recoverable amount, being the higher of FVLCOD and value in use at each reporting date. The Directors consider the FVLCOD approach is a more useful representation of the recoverable amount when considering the future strategy of the business, including the impact of continued adoption of battery electric vehicles (BEVs) in the UK market over the medium term and therefore gives rise to a higher recoverable value at 31st December 2024.

FVLCOD reflects market inputs or inputs based on market evidence if readily available. If these inputs are not readily available, the fair value is estimated by discounting future cash flows modified for market participants' views.

Since observable market inputs or inputs based on market evidence are not readily available, management have used a discounted cash flow model to estimate the FVLCOD of each CGU. The discounted cash flows represent a Level 3 valuation as defined by IFRS 13 Fair Value Measurement.

For the annual impairment review of goodwill and other intangible assets, the Directors have assessed the Group's trading performance in FY24 and market capitalisation at 31st December 2024 as indicators of potential impairment and have had regard to these in the context of the assumptions applied.

The Group's performance during FY2024 has not met the expectations which underlay the Group's forecasts used for assessment of impairment at 31^st December 2023, particularly around market share. Future forecasts used to assess impairment at 31^st December 2024 have taken into account the Group's recent performance as well as the current competitive environment.  

The Directors have prepared forecasts covering the period to 31st December 2034. A period of time greater than 5 years has been selected given that the growth in electric vehicles is expected to increase significantly beyond 5 years, driven by Government policy initiatives to decarbonise most transport and increased demand for electric vehicles. The Group's Scope 1 and Scope 2 emissions targets for 2026 are not expected to have a material impact on the future cash flows of the Group.

The forecasts reflect the strategy communicated at the Capital Markets Day in November 2023, updated for FY24 actual results.

The Group's forecast takes into account its principal risks that may impact the cash flows, including macroeconomic factors, and has been determined using input from external advisors as part of the strategic review which has continued into FY24.

The Group is forecast to become cash generative during 2029.

To support their consideration of the recoverable value of intangible assets at 31^st December 2024, the Board engaged a third-party expert to perform an independent valuation of the Group.   This work supported the Board's conclusions as set out below.

The impairment assessment is reflective of the Board approved strategy as at the balance sheet date of 31^st December 2024 and does not include effects of the new Home customer proposition Pod Drive.

Key assumptions 

The forecasts have been prepared at a CGU level in order to assess each CGU's recoverable amount. Key assumptions for each CGU are set out below. 

Expected growth in EV registrations

The forecasts for EV registrations are consistent with external sources of data including reports from LCP Delta. No adjustments have been made by management to these external sources of the expected growth in EVs, which form the starting point used by management to determine the cumulative revenue growth.

Expected changes in conversion of EV registrations to unit sales

Management has then estimated a rate for conversion from EV registrations to the Group's unit sales for each CGU. The conversion of EV registrations to unit sales is dependent on a range of factors, including but not limited to:

i)    The propensity of an EV purchaser to purchase a charger, taking into account the decrease in customers purchasing their first EV over time;

ii)   The Group's market share, taking into account competition and developments in the market over the forecast period;

iii)  Other specific factors relevant to each of the CGUs including the types of customers the Group deals with and existing commercial relationships.

This conversion rate has been estimated based on management's estimate of propensity of new EV registrations to purchase a charger based on management's historical experience, along with management's view of the Group's future market share in light of FY24 actuals and future plans.

Operating costs

Operating cost forecasts take into account cost savings enacted by the Group During FY24 and expected investment in marketing and other operating costs in each CGU over time.  The operating cost base between the low and base cases, as summarised in the table above, reflects the same amount of fixed costs, with only customer service and marketing varying in line with activity. 

Other assumptions

Gross margin assumptions for each CGU are based on forecast unit costs and selling prices, taking into account historical experience and management's views as to where improvements can be achieved in the Group's cost of sales, as in the Home CGU.

Operating cost forecasts take into account cost savings enacted by the Group during FY24 and expected investment in marketing and other operating costs in each CGU over time. The operating cost base between the low and base cases, as summarised in the table below, reflects the same amount of fixed costs, with only customer service and marketing varying in line with activity.

Cashflow forecasts include costs of investments in product development in order to keep pace with technology developments and to maintain the Group's competitiveness.

Factors specific to each CGU are:

Home

Cashflows in the Home CGU reflect the benefits of utilising the assets in this CGU to provide Energy Flex services, through a notional assumed charge per unit to the Energy Flex CGU, to reflect the risk and effort undertaken in the Home CGU to win customers and install chargepoints, from which the Energy Flex CGU is then able to generate value.

For the purpose of the impairment test, this reflects an estimated arm's length price the Home CGU could achieve for the availability of its charging assets to Energy Flex providers based on market testing.

Assumed gross margin improvement reflects the shift to external installation provider which occurred during FY24 and actual experience of costs in the later part of FY24.

The estimated conversion ratio of EV registrations to units sold is forecast to decrease between FY25 and FY34, reflecting competitive pressures in the market. 

UK Commercial

Revenues in UK Commercial include the expected evolution in housebuilder market including assumed increase in housebuilding following Government announcement of a target of building 1.5 million new houses over the next parliament, announced in August 2024.

Revenues from Workplace customers are based on customer growth estimates which are linked to rates of EV adoption in the UK overlaid with management's expectations of the performance of the CGU in winning market share. 

The estimated conversion ratio of EV registrations to units sold in UK Commercial is forecast to increase between FY25 and FY34, partly reflecting a CAGR of 20% in Workplace customers won. 

UK Distribution

Cashflows in the UK Distribution CGU reflect the benefits of utilising the assets in this CGU to provide Energy Flex services, through a notional assumed charge per unit to the Energy Flex CGU, to reflect the risk and effort undertaken in the UK Distribution CGU to win customers and install chargepoints, from which the Energy Flex CGU is then able to generate value.

For the purpose of the impairment test, this reflects an estimated arm's length price the UK Distribution CGU could achieve for the availability of its charging assets to Energy Flex providers based on market testing.

Estimates of the ratio of customers who purchase a chargepoint through a wholesaler rather than direct from the manufacturer are based on historical data and management's view of how the market may develop over time.

The estimated conversion ratio of EV registrations to units sold is forecast to decrease between FY25 and FY34, reflecting competitive pressures in the market. 

Risk adjustments to cashflows

The cashflows used for the impairment exercise in respect of the UK Home and UK Commercial CGUs were weighted 50% towards the low forecast case and 50% towards the base forecast case.  The UK Distribution CGU was weighted 30% towards the low forecast cast and 70% towards the base forecast case. These risk weightings reflected the Directors' assessment of the execution risk and competitive environment in which these CGUs operate.  The greater weighting of the UK Distribution CGU towards the base case reflected comparatively lower operational execution risk in the business model of this CGU.  The distribution market which includes wholesale and housebuilders represents a growing route to market in the UK. The activities of this CGU are also underpinned by contractual relationships with a number of customers.   

The Directors consider that this approach has appropriately risk adjusted the cashflows used in the impairment exercise in accordance with the application guidance in IAS 36 Impairment of Assets.

The US tariffs announced in April 2025 and the associated impacts on the UK economy and on the motor vehicle industry are not considered to be adjusting post balance sheet events for the impairment review.

Financing constraints in executing the strategy

The Group's ability to execute its strategy as at the reporting date and to achieve the risk adjusted cashflows set out above require additional financing over and above that currently available to the Group, as set out in note 2.6. 

In a scenario where financing is not obtained to execute the Group's strategy, the recoverable amount of the Group's intangible assets, after considering net working capital liabilities remain is expected to be immaterial. 

Further to the risk weighting between the base case and the low case as set out above, the Directors have also separately reflected financing risk in the assessment of the recoverable value of the intangible assets of the Group. 

The Board has applied judgement in assessing whether the financing will be secured to deliver the strategy. Intangible assets have been impaired by applying a probability weighting between the following two scenarios (i) the financing is secured and the risk adjusted cash flows set about above are delivered and (ii) the Group cannot execute its strategy due to its current financial constraints.

At the reporting date, the Directors have assessed that there is a 60% probability that the financial constraints relevant to delivering the Group's strategy will be resolved. No Company specific premium adjustment has been applied to the discount rate for the financial constrains in executing the Groups strategy.

WACC

The Directors engaged a third-party specialist to prepare post-tax weighted-average cost of capital (WACC) calculations in respect of each CGU.  The WACC was used to discount the estimated cash flows of each CGU. 

A UK WACC of 14.7% (2023: 12.7%) has been used to discount forecast cash flows for the Home, UK Commercial and UK Distribution CGUs, along with a terminal growth rate of 1.7% (FY23: 1.7%), based on UK GDP forecasts, to extrapolate cash flows beyond the forecast period.

Management considers that the inputs into the WACC model appropriately consider recent increases to risk-free rates and the estimated optimal long-term capital structure based on a market participant's view. Based on the Directors' assessment of the risks associated with each business segment, a single WACC for each UK segment was considered appropriate.

Impairment in FY24

The recoverable amount determined through this value-in-use test identified impairments in the Home, UK Commercial and UK Distribution segments, totaling £44.4 million. This amount has been charged to the income statement within administrative expenses.

Sensitivities

In arriving at an appropriate risk-adjusted forecast for each CGU, the Directors have considered reasonably possible base and low case outcomes. Sensitivities to certain key assumptions are set out in the table below.

An adverse change in the assumptions applied to the Home, UK Commercial and UK Distribution segments may result in a material adjustment to the carrying value of the associated intangibles, property, plant and equipment and right of use assets in future reporting periods.

A reasonably possible change in these assumptions could result in a further impairment of the remaining goodwill and brand intangible assets, with a carrying value of £4.5 million in the Home CGU, £0.9 million in the UK Commercial CGU and £nil million in the UK Distribution CGU and development costs and property, plant and equipment and right of use assets within these CGUs.

¹before financing constraints in executing the Group's strategy

In the event that the Group cannot obtain financing for its future strategy, the remaining assets of the CGUs would be impaired to the net realisable value which, after taking into account the Group's net working capital liabilities, could result in the full impairment of the remaining carrying values.

8.  Trade and other receivables, contract assets and derivatives

Other receivables at 31st December 2024 includes £1,514k (2023: £2,285k) of cash lodged on deposit with suppliers.

The cashflow hedges balance at 31st December 2024 represents £12k (2023: £nil) in respect of mark to market value of cashflow hedge derivatives.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses. The expected credit losses on trade receivables are estimated using a provision matrix. Debts are grouped by risk characteristics (such as aging) and a provision applied based on past default experience of debts with similar risk characteristics. The provision is adjusted for factors that are specific to the debtors, such as the customer's payment history and general economic conditions of the industry in which the debtors operate. These loss rates are then adjusted where reasonable and supportable information about current and future economic conditions implies that the expected loss rates will differ to historical experience.

Overall, the billed debt levels have increased significantly due to lower levels of cash collection. Cash collection has been impacted by the performance of the Group's credit control activities during its restructuring initiatives, with credit collection performance factors including resourcing issues and a pull of focus onto ERP implementation, resulting in decreased recovery rates. The Group's receivables and its exposure to credit risk is largely with commercial customers, as individual customers pay for chargers in advance. The reduced frequency of follow-up activities for outstanding debt during the period has had a significant impact on the recoverability of these balances. The recent decreased recovery rates have therefore been reflected in the provision, along with other known current economic conditions, such as the involvement of external agencies to support the Group's credit control process.

The Group's maximum potential exposure to credit risk at 31st December 2024 was £21,365k (2023: £21,666k). The Group does not have significant credit risk exposure to any single counterparty. Concentration of credit risk to any one counterparty did not exceed 5% of gross monetary assets at any time during the year. Materially all of the receivables are due from customers based in the United Kingdom.

The expected credit loss methodology results in provisions over aged receivables as set out in the table below.

Accrued income, inclusive of applicable expected margin, has been recognised as a contract asset, to reflect transfer of control of the work performed to the customer in advance of invoicing.

The Group's accrued income balance is monitored periodically in order to ensure that it is stated at the level of expected recovery through future invoicing. Accrued income at 31st December 2024 is stated net of a credit loss provision of £192k (2023: provision not significant)

The movement in the provision for doubtful debts is as follows:

Trade receivables ageing disclosure

Accrued income primarily arises from activity performed in advance of invoicing relating to installations funded by a customer's employer, and to commercial installations work performed in advance of invoice.

9.  Related parties

Transactions with shareholders

During the year ended 31st December 2024, the Group had the following transactions with Group Companies part of the EDF Group:

During the year ending 31st December 2023, the Group had the following transactions with Group Companies part of the EDF Group:

Transactions with related parties who are not members of the Group

During the year ended 31st December 2024, the Group had the following transactions with Imtech Inviron Limited, a related party which is not a member of the Group. Imtech Inviron Limited is a related party by virtue of their ultimate parent and controlling party being Électricité de France S.A.:

•     Sale of goods of £16k (2023: £232k)

At 31st December 2024 £3k was receivable from Imtech Inviron Limited (31st December 2023: £nil).

Transactions with key management personnel of the Group

Key management personnel are defined as member of the Group's Strategic Board and other key personnel.

Certain employees hold shares in the Group, including key management personnel.

10.  Post balance sheet events

In January 2025, the Group drew down £15m against the facility provided by EDF. A further £15m is undrawn at the date of this report. The ability of the Group to draw down on the balance of £15m of this facility is subject to the agreement of EDF, which the directors believe will not be unreasonably withheld.  Subsequent to the balance sheet date the terms of the facility were amended such that the amount of £15 million drawn down at the date of these financial statements is repayable within 3 weeks of demand rather than 3 months of demand as per the original terms of the agreement.

In April 2025, the Group received a non-binding conditional cash proposal from its majority shareholder EDF to acquire the entire issued and to be issued share capital of the Company that it does not already own at a price of 6.5 pence per share. EDF have until 5.00pm on 12th June 2025 to either announce a firm intention to make an offer or announce that it does not intend to make an offer.

Capital commitments approved by the Board and existing at 31st December 2024 amounted to £nil (2023: £nil).

11. Ultimate Parent undertaking and controlling party

The immediate Parent Company of the Company and its subsidiaries is EDF Energy Customers Limited, a company registered in the United Kingdom.

The immediate Parent Company of EDF Energy Customers Limited is EDF Energy Limited, a company registered in the United Kingdom.

At 31st December 2024 and 31st December 2023, Électricité de France SA, a Company incorporated in France, is regarded by the Directors as the Company's ultimate Parent Company and controlling party. This is the largest Group for which consolidated financial statements are prepared. Copies of that company's consolidated financial statements may be obtained from the registered office at Électricité de France SA, 22-30 Avenue de Wagram, 75382, Paris, Cedex 08, France.