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REGISTERED NUMBER: 09090506 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2022

FOR

BISN HOLDINGS LIMITED

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31st December 2022










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Profit and Loss Account 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


BISN HOLDINGS LIMITED

COMPANY INFORMATION
for the Year Ended 31st December 2022







DIRECTORS: Mr P J Carragher
Mrs A Assarat
Mr D Gupta
Mr P D Deutch
Mr C Bown
Mr J L Hand





REGISTERED OFFICE: 713 Cavendish Avenue
Birchwood
Warrington
WA3 6DE





REGISTERED NUMBER: 09090506 (England and Wales)





AUDITORS: Xeinadin Audit Limited
Statutory Auditors
100 Barbirolli Square
Manchester
M2 3BD

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

GROUP STRATEGIC REPORT
for the Year Ended 31st December 2022


The directors present their strategic report of the company and the group for the year ended 31st December 2022.

PRINCIPAL ACTIVITIES
BiSN designs, develops, manufactures and markets a range of patented, down-hole sealing solutions for the global oil and gas industry.

REVIEW OF BUSINESS
During 2022 further investment was made in BiSN's patented technology which became increasingly commercialised during the year.

During 2022 we have continued to seek new markets, including an increase in the overall number of new customers and products available as a result of the increased research and development and patent development. Following an increase in the customer base we have opened 2 new subsidiary companies in both Brazil and Canada in 2022, Brazil became operational in 2023. In addition to which we will be opening a facility in Australia in 2023.

FINANCIAL KEY PERFORMANCE INDICATORS
We use the following key performance indicators to measure and track performance:

2022 2021
$'000 $'000

Turnover 17,140 15,286
Gross Margin 49% 49%
EBITDA 3,753 3,125
Net Assets 23,763 22,209
Net Cash 11,283 13,004

PRINCIPAL RISKS AND UNCERTAINTIES
BiSN's operations expose it to a limited number of financial risks, primarily credit risk, liquidity risk and currency risk:

Credit Risk - Credit checks are undertaken on customers as appropriate and exposures monitored to ensure bad debts are minimised.

Liquidity Risk - BiSN regularly forecasts cash flow to ensure that sufficient funds are available for operational requirements.

Currency Risk - The group is based in the UK and the USA, in common with the Oil Industry the transactions are primarily denominated in US Dollars and the UK sterling accounts are therefore subject to the risk of currency fluctuations. The board monitors the level of foreign currency exposure and looks to mitigate any risk , where possible. The group does not have any forward foreign exchange contracts.

Non-financial risks are monitored on a regular basis by the Board. The principal risks and how they are mitigated are set out below:

HSE - BiSN has an active health and safety program covering all testing and manufacturing facilities as well as field operations. BiSN actively promotes a safety-first workplace for all employees and operates a stop work policy.

Loss of business due to a fall in demand or deterioration in economic climate - the Directors review prospects and sales forecasts on a regular basis.

Loss of suppliers - BiSN maintains strong relationships with its suppliers and actively manages its supplier base to ensure that supplies are always available to the group.


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

GROUP STRATEGIC REPORT
for the Year Ended 31st December 2022

RESEARCH AND DEVELOPMENT
BiSN is a technology business and invests significant amounts each year to further the development of the products and solutions that it offers to its customers. BiSN also invests to patent the technology it develops.

POLICY ON PAYMENT TO SUPPLIERS
It is BiSN's policy to abide by the payment terms agreed with suppliers whenever it is satisfied that the supplier has provided the goods and services in accordance with agreed terms and conditions.

OUR PEOPLE
BiSN believes that its people are a real asset to the group and are key to long term success. We have continued to invest in the development of talent within the business. BiSN values the involvement of its employees and keeps them informed on issues affecting them as employees, and on the various factors affecting the group.

DISABLED EMPLOYEES
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitude of the applicant concerned. In the event of employees becoming disabled every effort is made to ensure that their employment with BiSN continues and that appropriate and relevant training is arranged. It is BiSN's policy that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

ON BEHALF OF THE BOARD:





Mr P J Carragher - Director


30th September 2023

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

REPORT OF THE DIRECTORS
for the Year Ended 31st December 2022


The directors present their report with the financial statements of the company and the group for the year ended 31st December 2022.

DIVIDENDS
No dividends will be distributed for the year ended 31st December 2022.

DIRECTORS
The directors shown below have held office during the whole of the period from 1st January 2022 to the date of this report.

Mr P J Carragher
Mrs A Assarat
Mr P D Deutch
Mr C Bown
Mr J L Hand

Other changes in directors holding office are as follows:

Mr D Gupta - appointed 27th May 2022
Mr A Bhattacharya - resigned 27th May 2022

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The Company has agreed to indemnify its directors against third party claims which may be brought against them and has put in place a directors and officers insurance policy.

DISCLOSURE IN THE STRATEGIC REPORT
The Group has chosen, in accordance with Section 414 C(ii) of the Companies Act 2006, and as noted in this Directors' Report, to include certain matters in its Strategic Report that would otherwise be required to disclose in this Directors' Report, specifically in respect of the review of the business, disabled employees, research and development, future developments and key risks in the business.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group 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;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

REPORT OF THE DIRECTORS
for the Year Ended 31st December 2022


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditor, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of
Companies Act 2006.

ON BEHALF OF THE BOARD:





Mr P J Carragher - Director


30th September 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BISN HOLDINGS LIMITED


Opinion
We have audited the financial statements of BiSN Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2022 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, 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, 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 group's and of the parent company affairs as at 31st December 2022 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BISN HOLDINGS LIMITED


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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BISN HOLDINGS LIMITED


Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities including fraud and non-compliance with laws and regulations we have considered the following:
- The nature of the industry and sector, control environment and business performance including the company's
remuneration policies, key drivers for directors remuneration, bonus levels and performance targets;
- Results of the enquiries of management about their own identification and assessment of the risks of
- Any matters we have identified having obtained and reviewed the company's documentation of their policies
and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances
of noncompliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or
alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of income, foreign currency translation, value of stocks and provisions. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation and tax legislation.

In addition, we considered provisions of other 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 a material penalty.

Audit response to risks identified
Our procedures to respond to risks identified included the following:
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance
with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC;
and
- in addressing the risk of fraud through management override of controls, testing the appropriateness of
journal entries and other adjustments; assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BISN HOLDINGS LIMITED

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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 Report of the Auditors.

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 a Report of the Auditors 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.




Julian Beressi (Senior Statutory Auditor)
for and on behalf of Xeinadin Audit Limited
Statutory Auditors
100 Barbirolli Square
Manchester
M2 3BD

30th September 2023

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the Year Ended 31st December 2022

2022 2021
Notes $    $   

TURNOVER 4 17,140,727 15,285,590

Cost of sales (8,751,731 ) (7,825,397 )
GROSS PROFIT 8,388,996 7,460,193

Administrative expenses (5,494,741 ) (6,079,629 )
2,894,255 1,380,564

Other operating income - 1,103,161
OPERATING PROFIT 6 2,894,255 2,483,725

Interest receivable and similar income 24,459 8,954
2,918,714 2,492,679

Interest payable and similar expenses 7 (1,389 ) (2,596 )
PROFIT BEFORE TAXATION 2,917,325 2,490,083

Tax on profit 8 1,085,189 (537,849 )
PROFIT FOR THE FINANCIAL YEAR 4,002,514 1,952,234

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

CONSOLIDATED BALANCE SHEET
31st December 2022

2022 2021
Notes $    $   
FIXED ASSETS
Intangible assets 10 1,425,147 1,203,890
Tangible assets 11 2,569,965 2,236,975
Investments 12 - -
3,995,112 3,440,865

CURRENT ASSETS
Stocks 13 3,732,676 2,992,967
Debtors 14 7,628,544 6,483,173
Cash at bank and in hand 11,283,348 13,003,881
22,644,568 22,480,021
CREDITORS
Amounts falling due within one year 15 (2,876,674 ) (3,699,351 )
NET CURRENT ASSETS 19,767,894 18,780,670
TOTAL ASSETS LESS CURRENT LIABILITIES 23,763,006 22,221,535

PROVISIONS FOR LIABILITIES 17 - (12,051 )
NET ASSETS 23,763,006 22,209,484

CAPITAL AND RESERVES
Called up share capital 18 3,011 3,011
Share premium 19 11,242,082 11,242,082
Share based payment reserve 19 88,465 88,465
Translation reserve 19 (1,775,742 ) 673,250
Retained earnings 19 14,205,190 10,202,676
SHAREHOLDERS' FUNDS 23,763,006 22,209,484

The financial statements were approved by the Board of Directors and authorised for issue on 30th September 2023 and were signed on its behalf by:





Mr P J Carragher - Director


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

COMPANY BALANCE SHEET
31st December 2022

2022 2021
Notes $    $   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 60,821 60,821
60,821 60,821

CURRENT ASSETS
Debtors 14 10,052,054 11,259,195
Cash at bank 6,127 6,273
10,058,181 11,265,468
CREDITORS
Amounts falling due within one year 15 (78,491 ) (80,131 )
NET CURRENT ASSETS 9,979,690 11,185,337
TOTAL ASSETS LESS CURRENT LIABILITIES 10,040,511 11,246,158

CAPITAL AND RESERVES
Called up share capital 18 3,011 3,011
Share premium 11,242,082 11,242,082
Share based payment reserve 88,465 88,465
Translation reserve (1,291,444 ) (95,645 )
Retained earnings (1,603 ) 8,245
SHAREHOLDERS' FUNDS 10,040,511 11,246,158

Company's (loss)/profit for the financial
year

(9,848

)

43,097

The 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 30th September 2023 and were signed on its behalf by:





Mr P J Carragher - Director


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31st December 2022

Called up
share Retained Share
capital earnings premium
$    $    $   

Balance at 1st January 2021 3,011 8,250,442 11,242,082
Profit for the year - 1,952,234 -
Total comprehensive income - 1,952,234 -
Balance at 31st December 2021 3,011 10,202,676 11,242,082
Profit for the year - 4,002,514 -
Total comprehensive income - 4,002,514 -
Balance at 31st December 2022 3,011 14,205,190 11,242,082
Share
based
payment Translation Total
reserve reserve equity
$    $    $   

Balance at 1st January 2021 88,465 870,470 20,454,470
Profit for the year - - 1,952,234
Total comprehensive income - - 1,952,234
Currency translation variance - (197,220 ) (197,220 )
Balance at 31st December 2021 88,465 673,250 22,209,484
Profit for the year - - 4,002,514
Total comprehensive income - - 4,002,514
Currency translation variance - (2,448,992 ) (2,448,992 )
Balance at 31st December 2022 88,465 (1,775,742 ) 23,763,006

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31st December 2022

Called up
share Retained Share
capital earnings premium
$    $    $   

Balance at 1st January 2021 3,011 (34,852 ) 11,242,082
Profit for the year - 43,097 -
Total comprehensive income - 43,097 -
Balance at 31st December 2021 3,011 8,245 11,242,082
Deficit for the year - (9,848 ) -
Total comprehensive loss - (9,848 ) -
Balance at 31st December 2022 3,011 (1,603 ) 11,242,082
Share
based
payment Translation Total
reserve reserve equity
$    $    $   

Balance at 1st January 2021 88,465 (1,666 ) 11,297,040
Profit for the year - - 43,097
Total comprehensive income - - 43,097
Currency translation variance - (93,979 ) (93,979 )
Balance at 31st December 2021 88,465 (95,645 ) 11,246,158
Deficit for the year - - (9,848 )
Total comprehensive loss - - (9,848 )
Currency translation variance - (1,195,799 ) (1,195,799 )
Balance at 31st December 2022 88,465 (1,291,444 ) 10,040,511

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31st December 2022

2022 2021
Notes $    $   
Cash flows from operating activities
Cash generated from operations 21 (58,745 ) 2,926,277
Interest element of hire purchase payments
paid

(1,389

)

(2,596

)
Tax paid (72,472 ) (976,779 )
Net cash from operating activities (132,606 ) 1,946,902

Cash flows from investing activities
Purchase of intangible fixed assets (524,626 ) (373,736 )
Purchase of tangible fixed assets (1,081,437 ) (916,745 )
Interest received 24,459 8,954
Net cash from investing activities (1,581,604 ) (1,281,527 )

Cash flows from financing activities
Loan repayments in year - (1,071,700 )
Capital repayments in year (23,363 ) (35,534 )
Amount introduced by directors 17,040 -
Amount withdrawn by directors - (285,421 )
Net cash from financing activities (6,323 ) (1,392,655 )

Decrease in cash and cash equivalents (1,720,533 ) (727,280 )
Cash and cash equivalents at beginning of
year

22

13,003,881

13,731,161

Cash and cash equivalents at end of year 22 11,283,348 13,003,881

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31st December 2022


1. STATUTORY INFORMATION

BiSN Holdings Limited is a private company limited by share capital, incorporated in England and Wales, registration number 09090506. The address of the registered office is Cavendish Avenue, Birchwood, Warrington, WA3 6DE. The address of the principal places of business are 713 Cavendish Avenue, Birchwood, Warrington, WA3 6DE and 4514 Brittmoore Road, Houston, Texas, 77041.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared 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 have been prepared under the historical cost convention.

Due to the location of the principal activity of the business, the directors consider it appropriate to prepare the accounts in USD$. The comparative figures, which were previously reported in £GBP, have been reinstated to USD$.

Basis of consolidation
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2022.

Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


2. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable. Turnover is net of value added tax and is reduced for estimated customer return, rebates and other similar allowances.

Specifically, revenue from the sale of goods relates to commercial tools used in the application of downhole sealing technology. Revenue is recognised upon completion of assembly of the tools.

Revenue from sale of services relates to:

- development testing to demonstrate the applicability of the commercial tool technology; and
- service charges regarding field personnel used in the application of the commercial tool.

Service charges are recognised in the period to which the service relates. Development testing revenue is recognised based on a percentage of the testing performed.

Intangible assets
Intangible fixed assets are stated at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is provided at the following annual rates in order to write of each asset over its estimated useful life, using the following methods:

Patents and licences-10% straight line
Computer software-33.33% straight line

At each reporting date, the Company reviews the carrying amounts of its intangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation on tangible fixed assets is charged to the profit and loss so as to write off their value, over their estimated useful lives, using the following methods:

Leasehold improvements -20% straight line
Plant and machinery -20% reducing balance and 33.33% straight line
Motor vehicles-25% reducing balance
Office equipment -33.33% straight line

At each reporting date, the Company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items of tangible fixed assets have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


2. ACCOUNTING POLICIES - continued

Stocks
Stock is stated at the lower of cost and estimated selling price less costs to complete and sell. Costs are based on the method most appropriate to the type of inventory class, usually on a first-in-first-out basis. Net realisable value is based on the estimated selling price less any estimated completion or selling costs.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred 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 year 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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into US dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Trade and other debtors
Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


2. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash and cash equivalents are represented by cash at bank and in hand.

Trade and other creditors
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Cash and cash equivalents
Cash and cash equivalents are represented by cash in hand.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

There have been no material accounting judgements nor estimations of uncertainty during the year.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2022 2021
$    $   
Testing and qualifying 541,748 2,139,304
Oil tools 16,566,950 13,135,099
Miscellaneous 32,029 11,187
17,140,727 15,285,590

An analysis of turnover by geographical market is given below:

2022 2021
$    $   
Rest of the World 17,140,727 15,285,590
17,140,727 15,285,590

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


5. EMPLOYEES AND DIRECTORS
2022 2021
$    $   
Wages and salaries 9,301,789 7,429,103
Other pension costs 84,234 71,294
9,386,023 7,500,397

The average number of employees during the year was as follows:
2022 2021

Manufacturing and administration 87 70

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2021 - NIL).

2022 2021
$    $   
Directors' remuneration 588,594 597,488

Information regarding the highest paid director is as follows:
2022 2021
$    $   
Emoluments etc 588,594 597,488

6. OPERATING PROFIT

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

2022 2021
$    $   
Hire of plant and machinery 20,797 174,063
Depreciation - owned assets 684,016 453,200
Patents and licences amortisation 155,826 136,853
Computer software amortisation 18,977 50,959
Auditors' remuneration 60,151 60,976
Auditors' remuneration for non audit work 4,998 5,510
Foreign exchange differences (2,130,516 ) (8,160 )

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2022 2021
$    $   
Hire purchase 1,389 2,198
Interest on overdue tax paid - 398
1,389 2,596

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


8. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the profit for the year was as follows:
2022 2021
$    $   
Current tax:
UK corporation tax 312,008 392,098
Corporation tax prior years (1,140,102 ) 5,405
Total current tax (828,094 ) 397,503

Deferred tax (257,095 ) 140,346
Tax on profit (1,085,189 ) 537,849

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2022 2021
$    $   
Profit before tax 2,917,325 2,490,083
Profit multiplied by the standard rate of corporation tax in the UK of 19 %
(2021 - 19 %)

554,292

473,116

Effects of:
Expenses not deductible for tax purposes (2,997 ) 11,814
Capital allowances in excess of depreciation (15,388 ) (5,087 )
Utilisation of tax losses (36,803 ) -
Adjustments to tax charge in respect of previous periods (1,140,102 ) 5,405
Deferred tax movement (257,095 ) 140,346
Oversea profits not provided for (127,528 ) (80,747 )
Exchange rate adjustments (59,568 ) (6,998 )
Total tax (credit)/charge (1,085,189 ) 537,849

9. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements.


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


10. INTANGIBLE FIXED ASSETS

Group
Patents
and Computer
licences software Totals
$    $    $   
COST
At 1st January 2022 1,571,329 255,363 1,826,692
Additions 427,742 96,884 524,626
Exchange differences (167,995 ) (21,319 ) (189,314 )
At 31st December 2022 1,831,076 330,928 2,162,004
AMORTISATION
At 1st January 2022 388,525 234,277 622,802
Amortisation for year 155,826 18,977 174,803
Exchange differences (41,538 ) (19,210 ) (60,748 )
At 31st December 2022 502,813 234,044 736,857
NET BOOK VALUE
At 31st December 2022 1,328,263 96,884 1,425,147
At 31st December 2021 1,182,804 21,086 1,203,890

11. TANGIBLE FIXED ASSETS

Group
Improvements
to Plant and Motor Computer
property machinery vehicles equipment Totals
$    $    $    $    $   
COST
At 1st January 2022 568,088 3,407,987 28,506 431,777 4,436,358
Additions 53,305 982,400 - 45,732 1,081,437
Exchange differences (12,399 ) (114,509 ) (3,048 ) (7,428 ) (137,384 )
At 31st December 2022 608,994 4,275,878 25,458 470,081 5,380,411
DEPRECIATION
At 1st January 2022 178,075 1,693,144 6,797 321,367 2,199,383
Charge for year 120,158 498,661 4,846 60,351 684,016
Exchange differences (4,512 ) (61,019 ) (726 ) (6,696 ) (72,953 )
At 31st December 2022 293,721 2,130,786 10,917 375,022 2,810,446
NET BOOK VALUE
At 31st December 2022 315,273 2,145,092 14,541 95,059 2,569,965
At 31st December 2021 390,013 1,714,843 21,709 110,410 2,236,975

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
$   
COST
At 1st January 2022
and 31st December 2022 60,821
NET BOOK VALUE
At 31st December 2022 60,821
At 31st December 2021 60,821


13. STOCKS

Group
2022 2021
$    $   
Stocks 3,732,676 2,992,967

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2022 2021 2022 2021
$    $    $    $   
Trade debtors 5,902,821 5,830,505 - -
Amounts owed by group undertakings - - 10,045,703 11,252,206
Other debtors 101,329 100,713 - -
Directors' current accounts 268,381 285,421 - -
Tax 512,957 - - -
Deferred tax asset 259,263 - - -
Prepayments 583,793 266,534 6,351 6,989
7,628,544 6,483,173 10,052,054 11,259,195

Deferred tax asset
Group Company
2022 2021 2022 2021
$    $    $    $   
Tax losses f/fwd UK 355,009 - - -
Deferred tax (95,746 ) - - -
259,263 - - -

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2022 2021 2022 2021
$    $    $    $   
Hire purchase contracts (see note 16) - 23,363 - -
Trade creditors 1,728,287 1,360,917 7,620 1
Amounts owed to group undertakings - - 49,974 56,758
Tax 19,098 392,488 8,843 9,902
Social security and other taxes 62,191 34,136 - -
VAT 135,269 61,134 12,054 13,470
Other creditors 24,672 55,022 - -
Accrued expenses 907,157 1,772,291 - -
2,876,674 3,699,351 78,491 80,131

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2022 2021
$    $   
Net obligations repayable:
Within one year - 23,363

17. PROVISIONS FOR LIABILITIES

Group
2022 2021
$    $   
Deferred tax
Tax losses f/fwd UK - (120,944 )
Deferred tax - 132,995
- 12,051

Group
Deferred
tax
$   
Balance at 1st January 2022 12,051
Provided during year (271,314 )
Balance at 31st December 2022 (259,263 )

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal value: 2022 2021
£ £
1,036,875 Ordinary £0.001 1,037 1,037
235,295 A Shares £0.001 235 235
440,000 B Shares £0.001 440 440
500,000 B2 Shares £0.001 500 500
2,212 2,212

The issued share capital, shown above in GBP, has been translated to USD$ at the date of acquisition of the shares.

Allotted, issued and fully paid:
Number: Class: Nominal value: 2022 2021
$ $
1,036,875 Ordinary $0.001 1,361 1,361
235,295 A Shares $0.001 370 370
440,000 B Shares $0.001 599 599
500,000 B2 Shares $0.001 681 681
3,011 3,011

19. RESERVES

Group
Share
based
Retained Share payment Translation
earnings premium reserve reserve Totals
$    $    $    $    $   

At 1st January 2022 10,202,676 11,242,082 88,465 673,250 22,206,473
Profit for the year 4,002,514 4,002,514
Currency translation variance - - - (2,448,992 ) (2,448,992 )
At 31st December 2022 14,205,190 11,242,082 88,465 (1,775,742 ) 23,759,995


20. RELATED PARTY DISCLOSURES

In 2021, the company made a loan to Mr P Carragher of $250,000. The company charges interest on amounts owed by Mr P Carragher at bank base rate plus 1%. The interest accrued in the year is $8,588. The full amount is outstanding at the reporting date.

Mr P Carragher had a separate loan balance owed to the company of $9,793 at the reporting date.

BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31st December 2022


21. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2022 2021
$    $   
Profit before taxation 2,917,325 2,490,083
Depreciation charges 858,819 641,012
Exchange rate adjustments (2,255,995 ) (183,541 )
Finance costs 1,389 2,596
Finance income (24,459 ) (8,954 )
1,497,079 2,941,196
Increase in stocks (739,709 ) (621,280 )
(Increase)/decrease in trade and other debtors (390,191 ) 1,211,414
Decrease in trade and other creditors (425,924 ) (605,053 )
Cash generated from operations (58,745 ) 2,926,277

22. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2022
31/12/22 1/1/22
$    $   
Cash and cash equivalents 11,283,348 13,003,881
Year ended 31st December 2021
31/12/21 1/1/21
$    $   
Cash and cash equivalents 13,003,881 13,731,161


23. ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/22 Cash flow At 31/12/22
$    $    $   
Net cash
Cash at bank and in hand 13,003,881 (1,720,533 ) 11,283,348
13,003,881 (1,720,533 ) 11,283,348
Debt
Finance leases (23,363 ) 23,363 -
(23,363 ) 23,363 -
Total 12,980,518 (1,697,170 ) 11,283,348