SPRUCE ENERGY LIMITED


Directors	D'HONDT, Thibault
	SAXBY, Joseph
	WILLIS, Stephanie Isabelle


Registered Address	126 Mildmay Road
	London
	N1 4NE


Registered Number	14742634 (England and Wales)

Balance Sheet as at
31 March 2025

	Notes	2025		2024
		£	£	£	£
Fixed assets
Tangible assets	3		10,035		3,076
			10,035		3,076
Current assets
Debtors	4	116,440		73,434
Cash at bank and on hand		472,638		373,027
		589,078		446,461
Creditors amounts falling due within one year	5	(117,438)		(51,385)
Net current assets (liabilities)			471,640		395,076
Total assets less current liabilities			481,675		398,152
Net assets			481,675		398,152
Capital and reserves
Called up share capital			137		100
Share premium			900,727		-
Other reserves			522,704		612,500
Profit and loss account			(941,893)		(214,448)
Shareholders' funds			481,675		398,152

The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.

The financial statements were approved and authorised for issue by the Board of Directors on 19 December 2025, and are signed on its behalf by:

SAXBY, Joseph
Director
Registered Company No. 14742634

SPRUCE ENERGY LIMITED

Notes to the Financial Statements
for the year ended 31 March 2025

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Revenue from rendering of services
	Revenue from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

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

	Share-based payments
	The share-based payment has been accounted for as an equity-settled transaction in accordance with FRS 102 Section 26. The fair value of the options at the grant date is recognised as an expense over the vesting period, with a corresponding credit to equity.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Current taxation
	Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows:


		Straight line (years)
	Office Equipment	3

2.	Average number of employees


		2025		2024
	Average number of employees during the year	7		4

3.	Tangible fixed assets

	Office Equipment	Total
	£	£
Cost or valuation
At 01 April 24	3,721	3,721
Additions	9,849	9,849
At 31 March 25	13,570	13,570
Depreciation and impairment
At 01 April 24	645	645
Charge for year	2,890	2,890
At 31 March 25	3,535	3,535
Net book value
At 31 March 25	10,035	10,035
At 31 March 24	3,076	3,076

4.	Debtors: amounts due within one year

	2025	2024
	£	£
Other debtors	112,636	59,252
Prepayments and accrued income	3,804	14,182
Total	116,440	73,434

5.	Creditors: amounts due within one year

	2025	2024
	£	£
Trade creditors / trade payables	5,035	857
Taxation and social security	27,346	7,048
Other creditors	37,850	34,211
Accrued liabilities and deferred income	47,207	9,269
Total	117,438	51,385


	At the balance sheet date, the Company owed £35,118 (2024: £33,039) to the Director and this amount is included within Other creditors. The loan is unsecured, interest free and repayable on demand.

6.	Share capital
	Allotted, called up and fully paid 2025 2024 £ £ 1,369,214 (2024: 1,000,000) Ordinary of £0.0001 137 100 4,310 (2024: 4,310) Ordinary B (Non-voting) of £0.0001 - - Total 137 100 During the year, on 30 April 2024 the Company issued 109,445 Ordinary shares of £0.0001 each at £2.741148 per share and on the same date 259,769 Ordinary shares of £0.0001 each at £2.35682 per share, were issued on conversion of Advanced Subscription Agreements (‘ASAs’) held as at 31 March 2024, totalling £612,500.

Share capital

Allotted, called up and fully paid
                                                                                                               2025            2024
                                                                                                                  £                   £
1,369,214 (2024: 1,000,000) Ordinary of £0.0001                                 137               100
4,310 (2024: 4,310) Ordinary B (Non-voting) of £0.0001                          -                   -
Total                                                                                                        137               100

During the year, on 30 April 2024 the Company issued 109,445 Ordinary shares of £0.0001 each at £2.741148 per share and on the same date 259,769 Ordinary shares of £0.0001 each at £2.35682 per share, were issued on conversion of Advanced Subscription Agreements (‘ASAs’) held as at 31 March 2024, totalling £612,500.

7.	Events after reporting date
	After the year end, the company completed a funding round and received cash proceeds of £2,825,002. As part of this transaction, the company issued the following shares on 2 June 2025: 13,560 Ordinary Shares at £5.53114 per share 497,185 Seed Preferred Shares at £5.53114 per share In addition, as part of the same funding round, Advance Subscription Agreement (“ASA”) amounts of £374,843, which were included within other reserves at the year end, were converted on 2 June 2025 into 90,361 Ordinary Shares at £4.14836 per share. On 6 May 2025, the company entered into a lease agreement with total future lease commitments amounting to £31,968. Of this amount, £26,640 is payable within one year and £5,328 is payable after one year but within two years. As the lease was entered into after the reporting date, it represents a non-adjusting post balance sheet event and no adjustments have been made to these financial statements.

Events after reporting date

After the year end, the company completed a funding round and received cash proceeds of £2,825,002. As part of this transaction, the company issued the following shares on 2 June 2025:

13,560 Ordinary Shares at £5.53114 per share
497,185 Seed Preferred Shares at £5.53114 per share

In addition, as part of the same funding round, Advance Subscription Agreement (“ASA”) amounts of £374,843, which were included within other reserves at the year end, were converted on 2 June 2025 into 90,361 Ordinary Shares at £4.14836 per share.

On 6 May 2025, the company entered into a lease agreement with total future  lease commitments amounting to £31,968. Of this amount, £26,640 is payable within one year and £5,328 is payable after one year but within two years. As the lease was entered into after the reporting date, it represents a non-adjusting post balance sheet event and no adjustments have been made to these financial statements.

8.	Further information regarding the company's financial position
	Included in other reserves are Advanced Subscription Agreements ('ASA's') totalling £374,843 (2024: £612,500). The ASA's converted into equity on 2 June 2025. During the year, the company established an equity-settled share option scheme to incentivise key employees. Under the plan, 214,435 options with an exercise price of £0.6030 were granted over 4 years. The fair value of the options have been valued at £2.741148 based on the 2024 funding round. There were 44,738 options that were forfeited, 18,421 options that were exercised and no options that were cancelled during the year ended 31 March 2025. The value of the options that vested in the year was £147,862 (2024: £nil) and this was charged to the profit and loss account as an expense. The total carrying amount is £147,862 (2024: £nil) that has been recognised in Other reserves. The total number of shares options outstanding at the year end is 214,435 (2024: nil).

Further information regarding the company's financial position

Included in other reserves are Advanced Subscription Agreements ('ASA's') totalling £374,843 (2024: £612,500). The ASA's converted into equity on 2 June 2025.

During the year, the company established an equity-settled share option scheme to incentivise key employees. Under the plan, 214,435 options with an exercise price of £0.6030 were granted over 4 years. The fair value of the options have been valued at £2.741148 based on the 2024 funding round. 

There were 44,738 options that were forfeited, 18,421 options that were exercised and no options that were cancelled during the year ended 31 March 2025.

The value of the options that vested in the year was £147,862 (2024: £nil) and this was charged to the profit and loss account as an expense. The total carrying amount is £147,862 (2024: £nil) that has been recognised in Other reserves. 

The total number of shares options outstanding at the year end is 214,435 (2024: nil).