EVERGEN SYSTEMS LTD.

	Page
Company Information	1
Strategic Report	2—4
Directors' Report	5—6
Independent Auditor's Report	7—9
Statement of Comprehensive Income	10
Balance Sheet	11
Statement of Changes in Equity	12
Cash Flow Statement	13
Notes to the Cash Flow Statement	14
Notes to the Financial Statements	15—22

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Strategic Report

For The Year Ended 30 November 2025

Strategic Report

The directors present their strategic report for the year ended 30 November 2025.

Review of the Business

The UK residential solar retrofit market, which involves the installation of solar PV and battery systems on existing homes, remained subdued during the year compared with the elevated demand seen during 2022–23. Despite this, Evergen continued to be one of the UK's largest providers, installing several thousand systems annually. The market remains highly fragmented, with numerous small and regional providers, presenting a significant opportunity for Evergen to increase market share through its scale, quality of service and strong brand recognition.

Principal Risks and Uncertainties

The Board has undertaken a robust assessment of the principal risks that could impact Evergen’s business model, financial performance, solvency, or liquidity. Risk management is embedded in day-to-day operations. Given the size of the Board, a separate risk committee has not been established; however, this will be kept under review as the business grows.

1. Reduction in Consumer Demand

Risk Level: Moderate

Description: Macroeconomic strains may reduce household discretionary spending, limiting uptake of solar and battery installations. Impact: Reduced sales volumes and profitability.

Mitigation:

Expansion into new geographic regions and commercial markets.
Broadened product offerings, including heat pumps and energy efficiency solutions.
Enhanced customer financing options to improve affordability.
Increased digital marketing efficiency to maximise lead conversion.

2. Removal of Government Incentives

Risk Level: Low Description: Political change could lead to the withdrawal of favourable VAT rates or other incentives for energy-efficient technologies.

Impact: Increased consumer costs, reduced return on investment, lower demand.

Mitigation:

Repositioning the sales proposition to focus on long-term energy independence and reduced utility costs.
Participation in industry bodies to support policy engagement and early visibility of legislative changes.
Diversification into other renewable technologies to reduce dependence on any single incentive.

3. Breach of Regulatory Requirements

Risk Level: Low Description: Non-compliance with MCS, electrical standards, or consumer protection rules could lead to disruption.

Impact: Operational interruption, rework costs, reputational damage.

Mitigation:

Strengthened internal quality assurance processes and audit cycles.
Ongoing installer training and compliance checks.
Post-installation customer service follow-up procedures.

4. Increased Cost of Materials

Risk Level: Moderate

Description: Global changes in PV module, inverter, and battery prices could impact profitability.

Impact: Margin pressure, need for price increases.

Mitigation:

Supplier diversification and negotiation of longer-term supply agreements.
Close monitoring of global PV and battery markets.
Dynamic pricing models to adjust customer pricing where appropriate.
Internal cost optimisation initiatives to offset supplier increases.

...CONTINUED

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EVERGEN SYSTEMS LTD.

Strategic Report (continued)

For The Year Ended 30 November 2025

Principal Risks and Uncertainties - continued

5. Credit Risk

The Company manages credit risk through established credit approval procedures, ongoing monitoring of customer balances and regular review of outstanding receivables. Credit limits are assigned where appropriate and customers with overdue balances are actively monitored. The Company also maintains provisions for expected credit losses where recoverability is uncertain.

Cash balances are held with reputable UK banking institutions, reducing the risk of default by financial counterparties. The Directors consider that the Company's exposure to credit risk at the reporting date is appropriately managed and that no significant concentration of credit risk exists.

6. Liquidity Risk

The Company manages liquidity by maintaining sufficient cash reserves, monitoring forecast and actual cash flows, and ensuring adequate borrowing facilities are available to meet operational requirements. Management prepares regular cash flow forecasts and reviews working capital requirements to ensure sufficient funds are available to settle liabilities as they become due.

At the reporting date, the Company's principal financial liabilities consisted of trade creditors, bank borrowings, finance lease obligations and other creditors. The Directors believe that the Company's available cash resources, expected operating cash inflows and existing financing arrangements are sufficient to meet its obligations as they fall due.

7. Cash-flow Interest Rate Risk

The Company monitors interest rate movements and regularly reviews its financing arrangements to minimise the impact of adverse changes in borrowing costs. Cash flow forecasts are prepared and reviewed on an ongoing basis to ensure adequate liquidity is maintained for operational and capital expenditure requirements.

During the year, the Company generated positive operating cash flows and continued to monitor its financing commitments and repayment obligations. The Directors consider that the Company's exposure to cash flow risk is appropriately managed and is not considered significant.

These disclosures are consistent with the Company's financing structure and cash flow position as at 30 November 2025.

Future Developments

In 2026, the Company will expand into additional geographic regions in the UK to support growth and diversification. Furthermore, the Company intends to explore expansion into the air-source heat pump market, complementing its existing renewable energy offering and enabling customers to access a broader suite of low-carbon technologies.

Investments will continue in operational efficiency, workforce development, customer financing products, and digital lead-generation infrastructure to support sustainable long-term growth.

The Company expanded its financing options by introducing longer loan terms and reduced borrowing costs. These initiatives are expected to improve affordability and support customer uptake in future periods.

Turnover and Profitability

Turnover for the financial year ended 30 November 2025 increased by approximately £6.5 million compared with the year ended 30 November 2024, reflecting a significant improvement in trading performance and a return to turnover levels achieved prior to the slowdown.

The statutory EBITDA for FY25 was £390,521 (2024: £(494,092)), reflecting the softer trading environment early in the year.

Statement of Engagement with Suppliers, Customers and Others in a Business Relationship with the Company

The Company values strong relationships with its suppliers, customers and other business partners as an important part of its long-term success. It works closely with suppliers to ensure the timely delivery of quality goods and services and seeks to pay suppliers in accordance with agreed terms. The Company is committed to providing high-quality products and responsive customer service, with customer feedback used to drive continuous improvement. The Directors maintain open and transparent communication with lenders, professional advisers and regulatory authorities. These relationships are regularly considered in the Board's decision-making process to support sustainable growth and long-term value creation.

Going Concern Statement

The Board has conducted a comprehensive review of the Company’s cash flow forecasts, revenue projections, and liquidity position for at least twelve months from the date of financial statements. This review includes consideration of multiple downside scenarios reflecting ongoing macroeconomic uncertainties.

Based on this assessment, and after making appropriate enquiries, the Directors consider that there are no material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern and that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

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EVERGEN SYSTEMS LTD.

Strategic Report (continued)

For The Year Ended 30 November 2025

Key Performance Indicators (KPIs)

Financial KPIs

Turnover: Increased by 46.38% ( £6,459,072) in FY25 as compared with FY24.

Gross Profit Margin:

FY25: 33.18% before marketing costs (2024: 39.17%).

EBITDA:

FY25 statutory EBITDA: £390,521 and FY24 was £(494,092).

Non-Financial KPIs

Staff Retention: Staff retention remained strong, with 75% (50 of 67) of employees employed at November 2024 remaining with the Company at November 2025, reflecting positive employee engagement and retention.

Customer Satisfaction: Maintained strong post-installation feedback and low snag rates.

Operational Efficiency: Average installation cycle times improved year-on-year due to operational restructuring and enhanced scheduling systems.

On behalf of the board

Ranjit Singh Sidhu

Director

07/08/2026

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EVERGEN SYSTEMS LTD.

Company No. 07622119

Directors' Report For The Year Ended 30 November 2025

Directors' Report

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

Principal Activity

Evergen is a multi-award-winning clean-technology company. Our mission is to reduce energy consumption and carbon emissions across the built environment. For the past eight years, we have installed solar generation, electricity storage and energy-management systems for homes, commercial buildings, and public-sector facilities.

With over 45 MW of cumulative installed solar capacity to date, our technologies help remove thousands of tonnes of carbon emissions each year.

Shareholders

The Company is a wholly owned subsidiary of Evergen Group Limited.

Dividends

No dividend has been declared for the year 2025: £ Nil (2024: £ Nil), with the Board prioritising reinvestment to support growth, liquidity, and strategic expansion.

Culture and Values

The directors promote a culture of accountability and compliance through regular internal reviews and staff training.

The Company is committed to maintaining the highest standards of confidentiality, integrity, and business ethics. We operate with fairness and transparency and ensure that all staff are aware of and comply with relevant legislation, statutory codes and internal quality systems.

Policy on Slavery and Human Trafficking

In accordance with the Modern Slavery Act 2015, the Company is committed to ensuring that slavery and human trafficking have no place in our operations or supply chains. We maintain a zero-tolerance approach to any form of non-compliance.

Directors

The directors who held office during the year were as follows:

Ranjit Singh Sidhu

Sukhbir Singh Sidhu

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the business.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
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.

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EVERGEN SYSTEMS LTD.

Directors' Report (continued)

For The Year Ended 30 November 2025

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Liability Limitation Agreement with Auditor

In accordance with Section 534 of the Companies Act 2006, the company has entered into a liability limitation agreement with its external auditor, Sterling Young Ltd.

The principal term of the Agreement: The auditor's liability for statutory audit work is limited to three times the audit fee, in respect of any claim arising from or in connection with the audit work.

Date of Resolution Approving the Agreement: The liability limitation agreement was approved by the shareholders of the company on August 25, 2025, in accordance with the company’s Articles of Association and relevant provisions of the Companies Act 2006.

The limits specified above shall be the maximum amounts for which the auditor, its directors, and employees shall be liable to all persons party to this agreement, and also to any other persons with whom the auditor has agreed the limits, as may rely on the auditor’s work.

This disclosure is made in compliance with Section 534 of the Companies Act 2006, which mandates the disclosure of the terms of liability limitation agreements.

On behalf of the board

Ranjit Singh Sidhu

Director

07/08/2026

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Independent Auditor's Report

to the Members of

EVERGEN SYSTEMS LTD.

Independent Auditor's Report

Opinion

We have audited the financial statements of EVERGEN SYSTEMS LTD. for the year ended 30 November 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 30 November 2025 and of its profit 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 entity's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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 or returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

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Independent Auditor's Report (continued)

to the Members of

EVERGEN SYSTEMS LTD.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5—6, 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 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework applicable to the company. We identified those laws and regulations that have a direct effect on the preparation of the financial statements, including the Companies Act 2006, FRS 102 – The Financial Reporting Standard applicable in the UK and Republic of Ireland, relevant tax legislation, and the Company's Constitution (Articles of Association).

We also considered those laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid material penalties. These include Anti-Money Laundering Regulations, the Proceeds of Crime Act 2002, Financial Conduct Authority Regulations (where applicable), anti-bribery legislation, and employment legislation.

We discussed with management how the compliance with these laws and regulations is monitored and obtained copies of the key policies and procedures in place. We also identified the individuals who have responsibility for ensuring that the company complies with laws and regulations and deals with reporting any issues if they arise. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the company's ability to continue trading and the risk of material misstatement to the accounts.

We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the company with those laws and regulations. These procedures included, but were not limited to:

- Making enquiries of management;

- Reviewing of regulatory correspondence;

- Review of current year and post year end journals

We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the impairment of related party balances. We addressed this risk by challenging the assumptions and judgements made by management when auditing these significant accounting estimates.

As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the Inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding Irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

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 that 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.

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Independent Auditor's Report (continued)

to the Members of

EVERGEN SYSTEMS LTD.

Shoolin yagnik (Senior Statutory Auditor)

for and on behalf of Sterling Young Limited , Statutory Auditor

07/08/2026

Sterling Young Limited

Suite 50

238 Merton High Road

Wimbledon

SW19 1AU

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EVERGEN SYSTEMS LTD.

Statement of Comprehensive Income

For The Year Ended 30 November 2025

Statement of Comprehensive Income

		2025	2024
	Notes	£	£
TURNOVER	3	20,384,106	13,925,034
Cost of sales		(13,621,516 )	(8,470,355 )

GROSS PROFIT		6,762,590	5,454,679

Administrative expenses		(6,477,832 )	(6,083,352 )
Other operating income		43,047	8,339

OPERATING PROFIT/(LOSS)	5	327,805	(620,334 )
Other interest receivable and similar income	10	1,641	8,964
Interest payable and similar charges	11	(122,474 )	(133,459 )

PROFIT/(LOSS) FOR THE FINANCIAL YEAR		206,972	(744,829 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR		-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR		206,972	(744,829)

The notes on pages 14 to 22 form part of these financial statements.

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EVERGEN SYSTEMS LTD.

Balance Sheet

As At 30 November 2025

Balance Sheet

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	13		123,340		138,093

			123,340		138,093
CURRENT ASSETS
Stocks	14	158,368		36,640
Debtors	15	3,098,866		2,562,944
Cash at bank and in hand		829,510		863,745

		4,086,744		3,463,329
Creditors: Amounts Falling Due Within One Year	16	(2,757,922 )		(1,695,222 )

NET CURRENT ASSETS (LIABILITIES)			1,328,822		1,768,107

TOTAL ASSETS LESS CURRENT LIABILITIES			1,452,162		1,906,200

Creditors: Amounts Falling Due After More Than One Year	17		(418,474 )		(961,248 )

PROVISIONS FOR LIABILITIES
Provisions For Charges	21		(199,868 )		(318,104 )
Deferred Taxation	20		(25,100 )		(25,100 )

NET ASSETS			808,720		601,748

CAPITAL AND RESERVES
Called up share capital	22		100		100
Profit and Loss Account			808,620		601,648

SHAREHOLDERS' FUNDS			808,720		601,748

The financial statements were approved by the board of directors on 3 August 2026 and were signed on its behalf by:

Ranjit Singh Sidhu

Director

The notes on pages 14 to 22 form part of these financial statements.

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EVERGEN SYSTEMS LTD.

Statement of Changes in Equity

For The Year Ended 30 November 2025

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 December 2023	100	1,346,477	1,346,577
Loss for the year and total comprehensive income	-	(744,829 )	(744,829)

As at 30 November 2024 and 1 December 2024	100	601,648	601,748


Profit for the year and total comprehensive income	-	206,972	206,972

As at 30 November 2025	100	808,620	808,720

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EVERGEN SYSTEMS LTD.

Cash Flow Statement

For The Year Ended 30 November 2025

Cash Flow Statement

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash generated from/(used in) operations	1	371,931	(1,662,197 )
Interest paid		(122,474 )	-
Tax refunded		35,422	-

Net cash generated from/(used in) operating activities		284,879	(1,662,197 )

Cash flows from investing activities
Purchase of tangible assets		(47,963 )	(43,030 )
Interest received		1,641	8,964

Net cash used in investing activities		(46,322 )	(34,066 )

Cash flows from financing activities
Proceeds from new bank borrowings		-	915,974
Repayment of bank borrowings		(245,446 )	-
Repayment of other loans		-	(687,811)
Repayment of finance leases		(26,734 )	(24,013 )
Amount introduced by directors		4,017	-
Amount withdrawn by directors		(4,629)	(1,354)
Interest paid		-	(133,458)

Net cash (used in)/generated from financing activities		(272,792 )	69,338



Decrease in cash and cash equivalents		(34,235 )	(1,626,925 )
Cash and cash equivalents at beginning of year	2	863,745	2,490,670

Cash and cash equivalents at end of year	2	829,510	863,745

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EVERGEN SYSTEMS LTD.

Notes to the Cash Flow Statement

For The Year Ended 30 November 2025

Notes to the Cash Flow Statement

1. Reconciliation of profit/(loss) for the financial year to cash generated from/(used in) operations

	2025	2024
	£	£
Profit/(loss) for the financial year	206,972	(744,829 )
Adjustments for:
Interest expense	122,474	133,459
Interest income	(1,641 )	(8,964 )
Depreciation of tangible assets	62,716	126,242
Movements in working capital:
Increase in stocks	(121,728 )	(36,640 )
Increase in trade and other debtors	(571,344 )	(636,652 )
Increase in trade and other creditors	674,482	180,219
Bad debts	-	(26,286)
Decrease in provisions	-	(648,746)

Net cash generated from/(used in) operations	371,931	(1,662,197 )

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	£	£
Cash at bank and in hand	829,510	863,745

3. Analysis of changes in net (debt)/funds

	As at 1 December 2024	Cash flows	As at 30 November 2025
	£	£	£
Cash at bank and in hand	863,745	(34,235)	829,510
Finance leases	(111,086)	26,734	(84,352)
Debts falling due within one year	(41,667 )	(242,469)	(284,136 )
Debts falling due after more than one year	(876,289)	487,915	(388,374)

	(165,297)	237,945	72,648

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EVERGEN SYSTEMS LTD.

Notes to the Financial Statements

For The Year Ended 30 November 2025

Notes to the Financial Statements

1. General Information

EVERGEN SYSTEMS LTD. is a private company, limited by shares, incorporated in England & Wales, registered number 07622119 . The registered office is Unit 1-4, Bell Street,, Maidenhead, England, SL6 1BR.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The principal accounting policies adopted are set out below.

2.2. Going Concern Disclosure

The Board has conducted a comprehensive review of the Company’s cash flow forecasts, revenue projections, and liquidity position for at least twelve months from the date of signing of financial statements. This review includes consideration of multiple downside scenarios reflecting ongoing macroeconomic uncertainties.

2.3. Significant judgements and estimations

Preparation of the financial statements requires management to make significant judgements and estimates in determining the carrying amounts of certain assets and liabilities. Management makes assumptions of the effects of uncertain future events on those assets and liabilities at the balance sheet date. Management's estimates and assumptions are based on historical experience and expectation of future events and are reviewed periodically.

There is estimation uncertainty in calculating provisions, including provision for doubtful debt and remedial provisions. Whilst every attempt is made to ensure that the provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable/payable.

There is also estimation uncertainty in calculating deferred tax liability due to temporary timing differences. Unrelieved tax losses and other deferred tax assets are only 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.

2.4. Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised on completion of installation of goods.

Other income

Other income may include miscellaneous receipts such as interest income, insurance recoveries, or other non-trading income, which are recognised in the period to which they relate.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Motor Vehicles	20% on cost
Office Equipment	50% on cost

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 credited or charged to profit or loss.

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EVERGEN SYSTEMS LTD.

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

2.6. Leasing and Hire Purchase Contracts

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

The hire purchase obligations are unsecured and are repayable by instalments over the remaining term of the agreements.

2.7. Stocks and Work in Progress

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.

2.8. Financial Instruments

The company has elected to apply the provisions of Sections 11 and 12 of FRS 102 in accounting for all of its financial instruments.

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank which are an integral part of the company's cash management.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

2.9. Foreign Currencies

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

2.10. Taxation

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Profit and Loss Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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EVERGEN SYSTEMS LTD.

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

2.11. Provisions and Contingencies

Provisions (i.e. liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

2.12. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

3. Turnover

Analysis of turnover by class of business is as follows:

	2025	2024
	£	£
Sale of Services	20,384,106	13,925,034

Analysis of turnover by geographical market is as follows:

	2025	2024
	£	£
United Kingdom	20,384,106	13,925,034

	20,384,106	13,925,034

4. Other Operating Income

	2025	2024
	£	£
Other operating income	43,047	8,339

	43,047	8,339

5. Operating Profit/(loss)

The operating profit/(loss) is stated after charging:

	2025	2024
	£	£
Bad debts	173,161	(26,286)
Depreciation of tangible fixed assets	62,716	126,242

6. Auditor's Remuneration

Remuneration received by the company's auditors during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the company's financial statements	20,000	20,000

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EVERGEN SYSTEMS LTD.

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

7. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2025	2024
	£	£
Wages and salaries	1,887,310	2,075,418
Social security costs	193,866	175,476
Other pension costs	33,400	25,582

	2,114,576	2,276,476

8. Average Number of Employees

Average number of employees, including directors, during the year was: 67 (2024: 76)

9. Directors' remuneration

	2025	2024
	£	£
Emoluments	96,250	57,380

10. Interest Receivable and Similar Income

	2025	2024
	£	£
Interest receivable and similar income	1,641	8,964

11. Interest Payable and Similar Charges

	2025	2024
	£	£
Bank loans and overdrafts	116,214	128,658
Finance charges payable under finance leases and hire purchase contracts	5,342	4,801
Late payment tax charges	918	-

	122,474	133,459

12. Tax on Profit

The tax (credit)/charge on the profit/(loss) for the year was as follows:

	Tax Rate		2025	2024
	2025	2024	£	£
Current tax
UK Corporation Tax	25.0%	-	-	-

The actual (credit)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit/(loss) and the standard rate of corporation tax as follows:

	2025	2024
	£	£
Profit before tax	206,972	(744,829)

Tax on profit at 25% (UK standard rate)	51,743	-

...CONTINUED

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EVERGEN SYSTEMS LTD.

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

Goodwill/depreciation not allowed for tax	15,679	-
Expenses not deductible for tax purposes	4,201	-
Tax losses utilised	(61,467 )	-
Capital allowances	(10,156 )	-

Total tax charge for the period	-	-

13. Tangible Assets

	Motor Vehicles	Office Equipment	Total
	£	£	£
Cost
As at 1 December 2024	384,722	124,764	509,486
Additions	37,717	10,246	47,963

As at 30 November 2025	422,439	135,010	557,449

Depreciation
As at 1 December 2024	261,021	110,372	371,393
Provided during the period	52,470	10,246	62,716

As at 30 November 2025	313,491	120,618	434,109

Net Book Value
As at 30 November 2025	108,948	14,392	123,340

As at 1 December 2024	123,701	14,392	138,093

Included above are assets held under finance leases or hire purchase contracts with a net book value as follows:

	2025	2024
	£	£
Motor Vehicles	108,948	104,031

14. Stocks

	2025	2024
	£	£
Inventory held for installation	158,368	36,640

15. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	671,174	816,032
Prepayments and accrued income	1,055,905	401,618
Other debtors	950,207	948,502
Taxation and social security	195,235	85,516
VAT Recoverable	225,921	275,430
Corporation tax recoverable assets	424	35,846

	3,098,866	2,562,944

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EVERGEN SYSTEMS LTD.

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

16. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Net obligations under finance lease and hire purchase contracts	54,252	26,127
Trade creditors	1,943,233	1,184,644
Bank loans and overdrafts	284,136	41,667
Other creditors	456,301	422,784
Accruals and deferred income	20,000	20,000

	2,757,922	1,695,222

The hire purchase obligations are unsecured and are repayable by instalments over the remaining term of the agreements.

17. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Net obligations under finance lease and hire purchase contracts	30,100	84,959
Bank Loans	388,374	876,289

	418,474	961,248

The hire purchase obligations are unsecured and are repayable by instalments over the remaining term of the agreements.

18. Loans

An analysis of the maturity of loans is given below:

	2025	2024
	£	£
Amounts falling due within one year or on demand:
Bank loans	284,136	41,667

	2025	2024
	£	£
Amounts falling due between one and five years:
Bank loans	388,374	876,289

Bank loan is secured over a fixed and floating charge over all assets of the company.

Interest on bank loan is charged @ 3.50% per annum (Margin) over the Bank of England base rate payable on the outstanding principal amount of each loan on a monthly basis.

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EVERGEN SYSTEMS LTD.

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

19. Obligations Under Finance Leases and Hire Purchase

	2025	2024
	£	£
The future minimum finance lease payments are as follows:
Not later than one year	54,252	26,127
Later than one year and not later than five years	30,100	84,959

	84,352	111,086

	84,352	111,086

The hire purchase obligations are unsecured and are repayable by instalments over the remaining term of the agreements.

20. Deferred Taxation

The provision for deferred tax is made up as follows:

	2025	2024
	£	£
Other timing differences	25,100	25,100

21. Provisions for Liabilities


	Deferred Tax	Other Provisions	Total
	£	£	£
As at 1 December 2024	25,100	318,104	343,204
Reversals	-	(118,236 )	(118,236)

Balance at 30 November 2025	25,100	199,868	224,968

Other provision refers to provision for warranty and remedial costs which represents management's best estimate of the future costs expected to be incurred in meeting obligations arising from products sold before the reporting date.

22. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
100 Ordinary Shares of £ 1.00 each	100	100

23. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	122,000	69,133
Later than one year and not later than five years	20,333	508,333

	142,333	577,466

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EVERGEN SYSTEMS LTD.

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

24. Pension Commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.

During the year the charge to the in respect of defined contribution schemes was £33,400 (2024: £25,582).

At the statement of financial position date, no pension contributions were due to the pension scheme (2025: £Nil; 2024: £Nil). Accordingly, no amounts have been included within current creditors for either the current or prior year.

25. Related Party Disclosures

Included within other debtors is £19,431 (2024: £16,570) due from Evergen Power Limited, a Group company.

Included within other debtors is £30 (2024: Nil) due from Evergen Group Limited, a Parent company.

Included within other debtors is £686,000 (2024: £686,000) due from RSI Investments Properties Limited, a Connected company.

Included within other debtors is £201,436 (2024: £171,436) and Trade debtors (net of trade creditors) £2,429 (2024: Nil) due from Ultra Quick Hire Limited, a Connected company.

Included within Creditors is £4,785 (2024:£5,397) due to directors of the company.

26. Controlling Parties

The company's immediate and ultimate parent undertaking is Evergen Group Limited, whose registered office is at 178 Buckingham Avenue, Slough, Berkshire, England, SL1 4RD. Evergen Group Limited prepares consolidated financial statements in which the company is included.

27. Auditor Liability Limitation Agreement

The company has entered into a liability limitation agreement with Sterling Young Ltd, the statutory auditor, in respect of the statutory audit for the period ended 30 November 2025. The proportionate liability agreement follows the standard terms in Appendix B to the Financial Reporting Council's June 2008 Guidance on Auditor Liability Agreements, and was approved by the member on 25 August 2025.

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