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REGISTERED NUMBER: 02167775 (England and Wales)












Report of the Directors and

Financial Statements for the Year Ended 31 December 2023

for

Oil & Gas Systems Limited

Oil & Gas Systems Limited (Registered number: 02167775)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Statement of Comprehensive Income 6

Balance Sheet 7

Statement of Changes in Equity 8

Cash Flow Statement 9

Notes to the Cash Flow Statement 10

Notes to the Financial Statements 11


Oil & Gas Systems Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: I V Kuzmin
S P O Donnell





SECRETARY: S P O'Donnell





REGISTERED OFFICE: Denmark House
St. Thomas Place
Ely
CB7 4EX





REGISTERED NUMBER: 02167775 (England and Wales)





AUDITORS: Zenith Audit Ltd
Statutory Auditors
First Floor
18 Devonshire Row
London
EC2M 4RH

Oil & Gas Systems Limited (Registered number: 02167775)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of The principal activity of Oil & Gas Systems Limited ("OGSL") is to design and supply of bespoke engineered process packages and engineered metering systems to the oil, gas, power, chemical and associated industries. The company also supplies spare parts for these bespoke systems and provide site support services to its customer base.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

I V Kuzmin
S P O Donnell

CHARITABLE DONATIONS
No donations have been made during the year. (2022: £5,000 to UNICEF UK) .

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-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.

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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Zenith Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S P O Donnell - Director


20 August 2024

Report of the Independent Auditors to the Members of
Oil & Gas Systems Limited

Opinion
We have audited the financial statements of Oil & Gas Systems Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 company's affairs as at 31 December 2023 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has 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 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, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Report of the Independent Auditors to the Members of
Oil & Gas Systems Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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.

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 performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations.

We considered compliance with UK Companies Act 2006 and the applicable tax legislation as the key laws and regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to:
- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;
- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries;
- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period;
- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions or override of internal controls.

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.

Report of the Independent Auditors to the Members of
Oil & Gas Systems Limited


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.




Milena Mitova (Senior Statutory Auditor)
for and on behalf of Zenith Audit Ltd
Statutory Auditors
First Floor
18 Devonshire Row
London
EC2M 4RH

20 August 2024

Oil & Gas Systems Limited (Registered number: 02167775)

Statement of Comprehensive Income
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

TURNOVER 4 4,902,000 6,690,448

Cost of sales (2,268,527 ) (4,094,619 )
GROSS PROFIT 2,633,473 2,595,829

Administrative expenses (2,558,253 ) (2,322,083 )
75,220 273,746

Other operating income 25,917 12,479
OPERATING PROFIT and
PROFIT BEFORE TAXATION 101,137 286,225

Tax on profit 8 - -
PROFIT FOR THE FINANCIAL YEAR 101,137 286,225

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

101,137

286,225

Oil & Gas Systems Limited (Registered number: 02167775)

Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £   
FIXED ASSETS
Tangible assets 9 105,900 101,646
Investments 10 4 4
105,904 101,650

CURRENT ASSETS
Debtors 11 12,154,391 12,929,467
Cash at bank 1,329,207 2,355,651
13,483,598 15,285,118
CREDITORS
Amounts falling due within one year 12 (2,957,833 ) (8,638,492 )
NET CURRENT ASSETS 10,525,765 6,646,626
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,631,669

6,748,276

CREDITORS
Amounts falling due after more than one year 13 (4,369,636 ) (457,601 )

PROVISIONS FOR LIABILITIES 14 (173,963 ) (303,742 )
NET ASSETS 6,088,070 5,986,933

CAPITAL AND RESERVES
Called up share capital 15 5,877,988 5,877,988
Share premium 16 20,550 20,550
Other reserves 16 117,572 117,572
Retained earnings 16 71,960 (29,177 )
SHAREHOLDERS' FUNDS 6,088,070 5,986,933

The financial statements were approved by the Board of Directors and authorised for issue on 20 August 2024 and were signed on its behalf by:





S P O Donnell - Director


Oil & Gas Systems Limited (Registered number: 02167775)

Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   
Balance at 1 January 2022 5,877,988 (315,402 ) 20,550 117,572 5,700,708

Changes in equity
Total comprehensive income - 286,225 - - 286,225
Balance at 31 December 2022 5,877,988 (29,177 ) 20,550 117,572 5,986,933

Changes in equity
Total comprehensive income - 101,137 - - 101,137
Balance at 31 December 2023 5,877,988 71,960 20,550 117,572 6,088,070

Oil & Gas Systems Limited (Registered number: 02167775)

Cash Flow Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (985,750 ) 2,014,968
Net cash from operating activities (985,750 ) 2,014,968

Cash flows from investing activities
Purchase of tangible fixed assets (40,944 ) (17,835 )
Sale of tangible fixed assets 250 -
Net cash from investing activities (40,694 ) (17,835 )

(Decrease)/increase in cash and cash equivalents (1,026,444 ) 1,997,133
Cash and cash equivalents at beginning of year 2 2,355,651 358,518

Cash and cash equivalents at end of year 2 1,329,207 2,355,651

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Cash Flow Statement
for the Year Ended 31 December 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
31.12.23 31.12.22
£    £   
Profit before taxation 101,137 286,225
Depreciation charges 36,605 39,165
(Profit)/loss on disposal of fixed assets (166 ) 2,349
137,576 327,739
Decrease in trade and other debtors 775,076 4,531,373
Decrease in trade and other creditors (1,898,402 ) (2,844,144 )
Cash generated from operations (985,750 ) 2,014,968

2. 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 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 1,329,207 2,355,651
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 2,355,651 358,518


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank 2,355,651 (1,026,444 ) 1,329,207
2,355,651 (1,026,444 ) 1,329,207
Total 2,355,651 (1,026,444 ) 1,329,207

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Oil & Gas Systems Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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.

The financial statements are presented in sterling pound (£).

Going concern

Having considered post year end trading and financial results, cash reserves and committed borrowing facilities, and after making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

The principal creditor continues to be a related company and the directors are of the opinion that this related company will continue to support the working capital requirements of Oil & Gas Systems Limited and other connected group companies. Solaris Engineering (CY) Limited, the immediate parent undertaking, has indicated it's willingness and ability to support the company for at least twelve months following the date of approval of these financial statements. Furthermore, the parent company has confirmed that they will not draw in the loan balances disclosed in notes 12 and 13 for a period of one year following the signing of these financial statement.

Turnover
Revenue is the total amount receivable by the company for equipment supplied and services provided, invoiced in accordance with contract payment terms once certain milestones have been reached and on the basis applied to long term contracts, excluding VAT and trade discounts.

Long term contracts are assessed on a contract-by-contract basis and reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Revenue is ascertained in a manner appropriate to the stage of completion of the contract. Stage of completion is determined by the costs to date as a percentage of the total budgeted costs to complete.

Revenue related to the sale of spares and site services is recognised upon delivery of the goods or completion of the service provided.

Other sales income represents the total amounts receivable for project management and from the recharge of administrative costs to other companies and is recognised on an accruals basis once the company is contractually entitled to the income.

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

Stocks
Stock represents spares for engineering projects and for resale.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis:

Depreciation is provided on the following basis:

Motor vehicles - 17% straight line basis
Fixtures and fittings - 25%-37.5% reducing balance basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Investments in subsidiaries
Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes 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.

The company's policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

Provisions for liabilities
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, which are described in note 2, the following judgements and key estimates have been made by the directors:

Useful lives of tangible fixed assets
The cost of tangible fixed assets is depreciated over its estimated useful economic life. Management estimates the useful lives of these tangible assets to vary. Changes in the expected level of usage and technological developments could impact on the useful economic lives and the residual values of these assets; therefore, future depreciation charges could be revised. The accounting policy of tangible fixed assets is described in note 2. The carrying amount of the company's tangible fixed assets in the balance sheet is disclosed in note 9 of the financial statements.

Warranty provision
A warranty provision is provided on the construction contracts, providing for the anticipated cost of the labour and parts necessary to repair, during the warranty period, equipment sold to customers. The estimated warranty costs are accounted for by accruing these costs for each contract upon completion of the contract.

Stock
The company writes down stock to net realisable value based on an estimate of the realisable value of stock. Written down stock is recorded where events or changes in circumstances indicate that the balances may not be realised. The identification of write-downs requires the use of judgement and estimates. Where the expectation is different from the original estimate or judgement, such difference will impact the carrying value of stock and write-downs of stock in the periods in which such estimates or judgements have been changed. The accounting policy of stocks is described in note 2. At the year end, all stock has been fully provided for.

Carrying value of accrued income
The carrying value of accrued income is made on a specific basis, based on the stage of completion which is determined by the costs to date as a percentage of the total budgeted costs to complete.

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

4. TURNOVER

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

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

31.12.23 31.12.22
£    £   
Contract sales 4,143,000 6,016,000
Spares 106,000 199,000
Site services 545,000 458,000
Others 108,000 17,448
4,902,000 6,690,448

An analysis of turnover by geographical market is given below:

31.12.23 31.12.22
£    £   
United Kingdom 779,000 112,448
Rest of the world 4,123,000 6,578,000
4,902,000 6,690,448

5. EMPLOYEES AND DIRECTORS
31.12.23 31.12.22
£    £   
Wages and salaries 1,772,621 1,630,176
Social security costs 216,131 218,328
Other pension costs 57,770 54,801
2,046,522 1,903,305

The average number of employees during the year was as follows:
31.12.23 31.12.22

Workshop and engineering 22 26
Administration 14 13
Sales 6 4
Director 1 1
43 44

6. DIRECTORS' EMOLUMENTS
31.12.23 31.12.22
£    £   
Directors' remuneration 106,760 116,236
Directors' pension contributions to money purchase schemes 2,843 3,127

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

7. OPERATING PROFIT

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

31.12.23 31.12.22
£    £   
Other operating leases 187,320 187,320
Depreciation - owned assets 36,606 39,165
(Profit)/loss on disposal of fixed assets (166 ) 2,349
Foreign exchange differences 110,746 114,347
Cost of stock recongnised as expense 1,637,847 3,413,275
Fees payable to the company's auditor for the audit of the coompany's financial statement 12,000 12,000

8. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022.

Reconciliation of total tax 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:

31.12.23 31.12.22
£    £   
Profit before tax 101,137 286,225
Profit multiplied by the standard rate of corporation tax in the UK of 22% (2022 -
19%)

22,250

54,383

Effects of:
Expenses not deductible for tax purposes 457 588
Capital allowances in excess of depreciation (2,448 ) -
Depreciation in excess of capital allowances - 2,484
Utilisation of tax losses (20,259 ) (57,455 )

Total tax charge - -

From 01 April 2023 Companies with profits between £50,000 and £250,000 will pay tax at the main rate which is 25%, reduced by a marginal relief as per HMRC guideline. Hence based on marginal relief, the effective tax rate used for above calculation is 22%.

The company has unused tax losses for which no deferred tax asset has been recognised of £884,391 (2022: £976,481).

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

9. TANGIBLE FIXED ASSETS
Fixtures
and Motor
fittings vehicles Totals
£    £    £   
COST
At 1 January 2023 981,541 48,434 1,029,975
Additions 16,192 24,752 40,944
Disposals (49,823 ) - (49,823 )
At 31 December 2023 947,910 73,186 1,021,096
DEPRECIATION
At 1 January 2023 879,895 48,434 928,329
Charge for year 32,398 4,208 36,606
Eliminated on disposal (49,739 ) - (49,739 )
At 31 December 2023 862,554 52,642 915,196
NET BOOK VALUE
At 31 December 2023 85,356 20,544 105,900
At 31 December 2022 101,646 - 101,646

10. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 4
NET BOOK VALUE
At 31 December 2023 4
At 31 December 2022 4

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Oil & Gas Services Limited
Registered office: Denmark House, St. Thomas Place, Ely, England, CB7 4EX
Nature of business: Designing enggineering process packages
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 24,602 2

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

10. FIXED ASSET INVESTMENTS - continued

Oil & Gas Manufacturing Limited
Registered office: Denmark House, St. Thomas Place, Ely, England, CB7 4EX
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 2 2

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade debtors 2,297,868 777,304
Amounts owed by group undertakings 5,418,613 5,252,011
Other debtors 39,360 27,116
Performance guarantee with
Barclays - 261,979
VAT - 54,397
Prepayments 203,366 155,369
Accrued income 4,195,184 6,401,291
12,154,391 12,929,467

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade creditors 772,816 249,275
Amounts owed to group undertakings 3,180 4,668,023
Social security and other taxes 56,586 58,677
VAT 28,468 -
Other creditors 1,256 1,245
Accrued expenses 2,095,527 3,661,272
2,957,833 8,638,492

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31.12.23 31.12.22
£    £   
Amounts owed to
related parties 4,369,636 457,601
4,369,636 457,601

The company has availed loan from Solaris Engineering (CY) Limited at no rate of interest with loan payable on 06 January 2030. Balance payable as at 31.12.2023 is £457,601.

Loan from Solaris Foundation (formerly known as Talesword Limited) is payable by March 2026 and is interest free. Balance payable as at 31.12.2023 is £3,912,035..

14. PROVISIONS FOR LIABILITIES
31.12.23 31.12.22
£    £   
Other provisions 173,963 303,742

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

14. PROVISIONS FOR LIABILITIES - continued

A warranty provision has been recognised on the construction contracts, providing for the anticipated cost of the labour and parts necessary to repair, during the warranty period for equipment sold to customers. The estimated warranty costs are accounted for by accruing these costs for each contract upon completion of the contract.

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: £    £   
2,717,192 Ordinary shares £1 2,717,192 2,717,192
5,405,711 Preference shares $1 3,160,796 3,160,796
5,877,988 5,877,988

The ordinary shares are irredeemable and have full rights in the company with respect to voting, dividend and capital distribution.

The zero coupon preference shares do not entitle the holders thereof to receive notice of, attend or vote at general meetings of the company. The zero-coupon preference shares are entitled to receive back the capital paid up on such shares in preference to any other class of share for the time being in issue, upon winding-up, sale or any other return of capital of the company, but do not entitle holders to patriciate any further in the distribution of any surplus assets. The zero-coupon preference shares do not entitle the holders to receive any dividends on the redeemable preference shares held by them.

16. RESERVES

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserves

Other reserves are in respect of share redemption in previous years (dated pre 2007) and represents the capital redemption reserve which is not distributable.

Retained earnings

Retained earnings includes all current and prior period retained profits and losses.

17. RELATED PARTY DISCLOSURES

During the year the company has paid administrative expenses on behalf of Oil and Gas Measurement Limited, a company under common control and as at 31.12.2023 balance receivable from Oil and Gas Measurement Limited was £4,584,366 (2022:£4,169,146). (Note 11)

During the year the company has paid administrative expenses on behalf of Oil and Gas Services Limited, subsidiary company and as at 31.12.2023 balance receivable from Oil and Gas Services Limited was £ 60,864 (2022:NIL). (Note 11)

Other debtors at the year end includes a balance of £27,293 (2022: £27,293) owed by a director of the company. (Note 11)

During the year 2020, the Company received loan from Solaris Engineering (CY) Limited, parent company and as at 31.12.2023 the loan balance payable was £457,601 (2022- £457,601). (Note 13)

During the year, company has received loan from Solaris Foundation (formerly known as Talesword Limited), a company under common control and as at 31.12.2023 balance payable was £3,912,035 (2022- NIL). (Note 13)

During the year, the Company accrued office rent expenses of £150,000 (2022: £150,000) on behalf of a company under common control, Enigma Property Ltd. At the year end, there is no signed office lease agreement for future years.

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

18. AUDITOR LIABILITY LIMITATION AGREEMENT

An auditors' limitation of liability agreement has been approved by the members for the financial period ended 31 December 2023. The principal terms and conditions are as below:

- The agreement limit's the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Company's accounts and pursuant to this agreement the auditor may be guilty in relation to the Company.
- The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.

19. POST BALANCE SHEET EVENTS

After the balance sheet date, we have seen significant macro-economic uncertainty as a result of the conflict in Ukraine. The scale and duration of this development remains uncertain and could impact the earnings and cash flow.

20. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The immediate parent entity is Solaris Engineering (CY) Limited, a company incorporated in Cyprus. In the opinion of the directors the ultimate controlling party is Solaris Trust reg, Liechtenstein, managed by its trustee Mr Dominik Gebhard Risch.