Company registration number 13138565 (England and Wales)
ERC EVOLUTION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
ERC EVOLUTION LIMITED
COMPANY INFORMATION
Directors
Dr J N F Hull
Mr J Chisholm
(Appointed 28 March 2025)
Mr C Mylde
(Appointed 28 March 2025)
Mr M Van de Veen
(Appointed 28 March 2025)
Company number
13138565
Registered office
Eastbourne House
2 Saxbys Lane
Lingfield
Surrey
RH7 6DN
Auditor
TC Group
3 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
PO6 3TH
Business address
6th floor
Stephenson House
2 Cherry Orchard Road
Croydon
Surrey
CR0 6BA
ERC EVOLUTION LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Income statement
7
Statement of financial position
8
Notes to the financial statements
9 - 13
ERC EVOLUTION LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 1 -

The directors present their annual report and financial statements for the year ended 30 June 2025.

Principal activities

The principal activity of the company was to provide energy transition consulting services to enable the development and financing of the next generation of energy projects.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P Chernik
(Resigned 28 March 2025)
Mr P Dolan
(Resigned 28 March 2025)
Dr J N F Hull
Mr J A Culley
(Resigned 28 March 2025)
Miss R Hussaina
(Resigned 28 March 2025)
Mr J Chisholm
(Appointed 28 March 2025)
Mr C Mylde
(Appointed 28 March 2025)
Mr M Van de Veen
(Appointed 28 March 2025)
Auditor

The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Dr J N F Hull
Director
17 October 2025
ERC EVOLUTION LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ERC EVOLUTION LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ERC EVOLUTION LIMITED
- 3 -
Opinion

We have audited the financial statements of ERC Evolution Limited (the 'company') for the year ended 30 June 2025 which comprise the income statement, the statement of financial position and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

ERC EVOLUTION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ERC EVOLUTION LIMITED
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

ERC EVOLUTION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ERC EVOLUTION LIMITED
- 5 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company and the wider group has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management,and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https:// www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for- auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.

ERC EVOLUTION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ERC EVOLUTION LIMITED
- 6 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

James Blake FCA (Senior Statutory Auditor)
For and on behalf of TC Group
17 October 2025
Statutory Auditor
3 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
PO6 3TH
ERC EVOLUTION LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
- 7 -
2025
2024
£
£
Revenue
344,483
564,612
Cost of sales
(6,823)
(4,346)
Gross profit
337,660
560,266
Administrative expenses
(630,242)
(636,335)
(Loss)/profit before taxation
(292,582)
(76,069)
Tax on (loss)/profit
10,546
2,215
(Loss)/profit for the financial period
(282,036)
(73,854)
ERC EVOLUTION LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
30 June 2025
- 8 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
3
900
1,293
Investments
4
59
59
959
1,352
Current assets
Trade and other receivables
6
72,475
148,902
Cash and cash equivalents
28,522
153,445
100,997
302,347
Current liabilities
7
(985,503)
(905,145)
Net current liabilities
(884,506)
(602,798)
Total assets less current liabilities
(883,547)
(601,446)
Non-current liabilities
8
(77)
(142)
Net liabilities
(883,624)
(601,588)
Equity
Called up share capital
1
1
Retained earnings
(883,625)
(601,589)
Total equity
(883,624)
(601,588)

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

The financial statements were approved by the board of directors and authorised for issue on 17 October 2025 and are signed on its behalf by:
Dr J N F Hull
Director
Company Registration No. 13138565
ERC EVOLUTION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 9 -
1
Accounting policies
Company information

ERC Evolution Limited is a private company limited by shares incorporated in England and Wales. The registered office is Eastbourne House, 2 Saxbys Lane, Lingfield, Surrey, RH7 6DN.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Consolidated financial statements

The financial statements of the subsidiary has not been consolidated with the Company’s financial statements as the Company is a wholly-owned subsidiary of ERC Equipoise Limited, incorporated in the United Kingdom, which prepares consolidated financial statements on a worldwide basis, and is available at the holding company’s registered address at Stephenson House, 2 Cherry Orchard Road, Croydon, CR0 6BA, United Kingdom. ERC Equipoise Limited is the immediate holding company of the Company. During the current year, there was a change in the ultimate parent company. ERC Equipoise Limited was acquired by Sproule Holdings International Limited, a Canadian based energy advisory and consulting firm.

1.3
Going concern

The company meets its day to day working capital requirements through funding from its parent company.true

The parent company is committed to providing ongoing financial support to ERC Evolution Ltd. On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis.

1.4
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the outcome can be estimated reliably. Revenue is calculated as a proportion of total contract value, based on the stage of completion.

Amounts recoverable on contracts, which are included in debtors, are stated at the net sales value of the work done after provision for contingencies and anticipated future losses on contracts, less amounts received as progress payments on account. Excess payments on account are included in creditors as payments on account.

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

ERC EVOLUTION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 10 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer equipment
1.5 - 3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.6
Non-current investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Financial liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

ERC EVOLUTION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 11 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the year are included in profit or loss.

2
Employees

The average monthly number of persons employed by the company during the year is 4 (2024 - 4).

3
Directors' remuneration
2025
2024
£
£
Remuneration paid to directors
81,103
111,635
Company pension contributions to defined contribution schemes
5,843
7,875
86,946
119,510
ERC EVOLUTION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 12 -
4
Property, plant and equipment
Computer Equipment
Total
£
£
Cost
At 1 July 2024 and 30 June 2025
3,960
3,960
Depreciation and impairment
At 1 July 2024
2,667
2,667
Depreciation charged in the year
393
393
At 30 June 2025
3,060
3,060
Carrying amount
At 30 June 2025
900
900
At 30 June 2024
1,293
1,293
5
Fixed asset investments
2025
2024
£
£
At 1 July 2024
59
59
At 30 June 2025
59
59
100% investment in subsidiary ERC Evolution (Canada) Limited.
6
Subsidiaries

Details of the company's subsidiaries at 30 June 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
ERC Evolution (Canada) Limited
1500-850 2nd Street SW, Calgary, Alberta T2P 0R8
Ordinary
100.00
7
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Trade receivables
37,194
80,256
Gross amounts owed by contract customers
-
0
12,867
Corporation tax recoverable
-
0
1,961
Amounts owed by group undertakings
28,654
48,380
Prepayments and accrued income
6,627
5,438
72,475
148,902
ERC EVOLUTION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 13 -
8
Current liabilities
2025
2024
£
£
Trade payables
49
2,745
Amounts owed to group undertakings
961,838
863,858
Taxation and social security
14,439
17,382
Other payables
9,177
21,160
985,503
905,145
9
Non-current liabilities
2025
2024
£
£
Deferred tax
77
396
77
396
10
Related party transactions

Transactions with related parties

In accordance with FRS 102 Section 33.1A the company has taken exemption from disclosing transactions and balances with fellow wholly owned members of the group.

11
Parent company

During the current year, there was a change in the ultimate parent company. ERC Equipoise Limited was acquired by Sproule Holdings International Limited, a Canadian based energy advisory and consulting firm.

The parent company of ERC Evolution Limited is ERC Equipoise Limited and its registered office is Eastbourne House, 2 Saxbys Lane, Lingfield, Surrey, RH7 6DN.

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