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Company No: SC333348 (Scotland)

MERLIN ERD LIMITED

ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH THE REGISTRAR

MERLIN ERD LIMITED

ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

Contents

MERLIN ERD LIMITED

DIRECTORS' REPORT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
MERLIN ERD LIMITED

DIRECTORS' REPORT (continued)

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

The directors present their annual report and the unaudited financial statements of Merlin ERD Limited for the financial year ended 31 December 2025.

PRINCIPAL ACTIVITIES

Merlin operates globally, providing specialist engineering consultancy, training, software tools, and operational support to organisations drilling complex wells for hydrocarbon extraction, scientific research purposes, and to those delivering challenging renewable energy projects.

Review of the Year

Merlin is a world-class drilling consultancy and engineering services business that provides delivery assurance for extended reach, high-angle, and complex wells. It provides independent advice, guidance, and support for operators and service companies, from upfront engineering, training, the provision of drilling software, to execution in the field. The Company helps ensure project value is delivered, and objectives are met.

Despite continuing geopolitical tensions, slowing global economic growth, and inflationary pressures, demand for hydrocarbons remained strong during the first half of 2025. This demand was complemented by growth in the geothermal and carbon capture, usage, and storage markets, both of which contributed to revenues during the year. Market activity during the second half of 2025 presented a more challenging backdrop with lower commodity prices, more geopolitical uncertainty, and an oversupplied oil market. However, this reached an inflection point late Q4 with pipeline growth and operational activity migrating back towards planned levels.

As a result of these headwinds, annual revenues were down by a third year-on-year, realising a marginal trading loss but still maintaining a healthy £0.35m distribution to the beneficiaries of the Employee Ownership Trust. Notwithstanding the disappointing second half, the Company continued to take a long term perspective with further investment in software development, service diversification and strengthening its relationships with global operators and service companies. The business also developed a deep technical and commercial partnership with a US entity registered in Delaware that is developing an Agentic AI platform specifically for the Oil and Gas industry. Focused on shaping the future of drilling engineering, Merlin is providing the subject matter expertise to complement their D-tech capability.

These investments have enabled the Company to present the market with more capacity, more capability, and a broader proposition; all aligned to further strengthen the opportunity pipeline and deliver sustainable profitable growth in 2026.

The Company continues to promote a more balanced approach towards people, planet, and profit. During 2025 it paid over £1m in taxes and pension contributions across the geographies in which it operated and built closer links with the local community.

During 2026, it will progress plans to build more strength into the business through increased sales of software, training tools, and agentic AI solutions for market participants globally. 2026 will also see Merlin investing in emerging market business development with plans for a permanent presence in South America.

Independent and wholly employee-owned, Merlin is well positioned to operate responsibly and to capitalise on continued growth within the global drilling markets whether it be for oil, gas, geothermal energy, or carbon capture, usage and storage.

DIRECTORS

The directors, who served during the financial year and to the date of this report except as noted, were as follows:

John Crawford Anderson
Neil Robert Armstrong
Colin Alexander Grant
Derek Mathieson (Appointed 10 March 2025)
Stewart McFarlane McGregor
Ronald John Ramage
Callum David Alexander Stewart (Appointed 29 September 2025)

This Directors' Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption provided by section 415A of the Companies Act 2006.



Approved by the Board of Directors and signed on its behalf by:

Ronald John Ramage
Director

22 May 2026

MERLIN ERD LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2025
MERLIN ERD LIMITED

BALANCE SHEET (continued)

AS AT 31 DECEMBER 2025
Note 2025 2024
£ £
Fixed assets
Tangible assets 3 83,090 76,942
83,090 76,942
Current assets
Debtors 4 577,505 1,366,979
Cash at bank and in hand 1,155,936 1,045,786
1,733,441 2,412,765
Creditors: amounts falling due within one year 5 ( 251,810) ( 528,341)
Net current assets 1,481,631 1,884,424
Total assets less current liabilities 1,564,721 1,961,366
Provision for liabilities 0 ( 13,892)
Net assets 1,564,721 1,947,474
Capital and reserves
Called-up share capital 6 102 102
Share premium account 5,248 5,248
Profit and loss account 1,559,371 1,942,124
Total shareholders' funds 1,564,721 1,947,474

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Merlin ERD Limited (registered number: SC333348) were approved and authorised for issue by the Board of Directors on 22 May 2026. They were signed on its behalf by:

Ronald John Ramage
Director
MERLIN ERD LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
MERLIN ERD LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Merlin ERD Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Merlin House, Necessity Brae, Perth, PH2 0PF, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Turnover

Turnover represents amounts receivable for professional engineering consultancy services and software licences net of VAT and trade discounts.

Professional services
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Software licences
Revenue from software licences is recognised over the period of the underlying licence.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Leasehold improvements 15 % reducing balance
Plant and machinery 15 % reducing balance
Fixtures and fittings 15 % reducing balance
Office equipment 15 % reducing balance

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.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Cash and cash equivalents

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

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors 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.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors 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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

2025 2024
Number Number
Monthly average number of persons employed by the Company during the year, including directors 21 21

3. Tangible assets

Leasehold improve-
ments
Plant and machinery Fixtures and fittings Office equipment Total
£ £ £ £ £
Cost
At 01 January 2025 22,004 27,726 14,495 125,960 190,185
Additions 7,325 0 0 12,286 19,611
At 31 December 2025 29,329 27,726 14,495 138,246 209,796
Accumulated depreciation
At 01 January 2025 12,273 17,168 9,067 74,735 113,243
Charge for the financial year 2,009 1,584 814 9,056 13,463
At 31 December 2025 14,282 18,752 9,881 83,791 126,706
Net book value
At 31 December 2025 15,047 8,974 4,614 54,455 83,090
At 31 December 2024 9,731 10,558 5,428 51,225 76,942

4. Debtors

2025 2024
£ £
Trade debtors 290,112 1,020,966
Corporation tax 78,762 0
Other debtors 208,631 346,013
577,505 1,366,979

5. Creditors: amounts falling due within one year

2025 2024
£ £
Trade creditors 27,084 78,351
Taxation and social security 40,545 141,242
Other creditors 184,181 308,748
251,810 528,341

6. Called-up share capital

2025 2024
£ £
Allotted, called-up and fully-paid
1,018,797 Ordinary shares of £ 0.0001 each 102 102

7. Financial commitments

Other financial commitments

2025 2024
£ £
Total commitments under non-cancellable operating leases not provided for in the accounts 1,362,600 1,467,600

The leasing commitment represents the lease of the Company's business premises which runs to 2039.

8. Related party transactions

The Merlin ERD Employee Ownership Trust holds a controlling interest in the Company. Contributions of £nil (2024 - £11,838) were made to the Trust in the year ended 31 December 2025.