Silverfin false false true 31/12/2024 01/01/2024 31/12/2024 Murdo Macleod 08/03/2016 Siger Tjeerdsma 15/11/2017 19 June 2025 09646403 2024-12-31 09646403 bus:Director1 2024-12-31 09646403 bus:Director2 2024-12-31 09646403 2023-12-31 09646403 core:CurrentFinancialInstruments 2024-12-31 09646403 core:CurrentFinancialInstruments 2023-12-31 09646403 core:ShareCapital 2024-12-31 09646403 core:ShareCapital 2023-12-31 09646403 core:OtherCapitalReserve 2024-12-31 09646403 core:OtherCapitalReserve 2023-12-31 09646403 core:RetainedEarningsAccumulatedLosses 2024-12-31 09646403 core:RetainedEarningsAccumulatedLosses 2023-12-31 09646403 core:ShareCapital 2022-12-31 09646403 core:OtherCapitalReserve 2022-12-31 09646403 core:RetainedEarningsAccumulatedLosses 2022-12-31 09646403 2022-12-31 09646403 core:LeaseholdImprovements 2023-12-31 09646403 core:PlantMachinery 2023-12-31 09646403 core:FurnitureFittings 2023-12-31 09646403 core:ConstructionInProgressAssetsUnderConstruction 2023-12-31 09646403 core:LeaseholdImprovements 2024-12-31 09646403 core:PlantMachinery 2024-12-31 09646403 core:FurnitureFittings 2024-12-31 09646403 core:ConstructionInProgressAssetsUnderConstruction 2024-12-31 09646403 core:ImmediateParent core:CurrentFinancialInstruments 2024-12-31 09646403 core:ImmediateParent core:CurrentFinancialInstruments 2023-12-31 09646403 core:CurrentFinancialInstruments 1 2024-12-31 09646403 core:CurrentFinancialInstruments 1 2023-12-31 09646403 core:RevaluationPropertyPlantEquipmentDeferredTax 2024-12-31 09646403 core:RevaluationPropertyPlantEquipmentDeferredTax 2023-12-31 09646403 bus:OrdinaryShareClass1 2024-12-31 09646403 core:WithinOneYear 2024-12-31 09646403 core:WithinOneYear 2023-12-31 09646403 core:BetweenOneFiveYears 2024-12-31 09646403 core:BetweenOneFiveYears 2023-12-31 09646403 core:MoreThanFiveYears 2024-12-31 09646403 core:MoreThanFiveYears 2023-12-31 09646403 2024-01-01 09646403 2024-01-01 2024-12-31 09646403 bus:FullAccounts 2024-01-01 2024-12-31 09646403 bus:FRS102 2024-01-01 2024-12-31 09646403 bus:Audited 2024-01-01 2024-12-31 09646403 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 09646403 bus:Director1 2024-01-01 2024-12-31 09646403 bus:Director2 2024-01-01 2024-12-31 09646403 2023-01-01 2023-12-31 09646403 core:ShareCapital 2023-01-01 2023-12-31 09646403 core:OtherCapitalReserve 2023-01-01 2023-12-31 09646403 core:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09646403 core:ShareCapital 2024-01-01 2024-12-31 09646403 core:OtherCapitalReserve 2024-01-01 2024-12-31 09646403 core:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 09646403 core:LeaseholdImprovements core:TopRangeValue 2024-01-01 2024-12-31 09646403 core:PlantMachinery core:BottomRangeValue 2024-01-01 2024-12-31 09646403 core:PlantMachinery core:TopRangeValue 2024-01-01 2024-12-31 09646403 core:FurnitureFittings core:TopRangeValue 2024-01-01 2024-12-31 09646403 core:Exceptional 1 2024-01-01 2024-12-31 09646403 core:Exceptional 1 2023-01-01 2023-12-31 09646403 1 2024-01-01 2024-12-31 09646403 1 2023-01-01 2023-12-31 09646403 2 2024-01-01 2024-12-31 09646403 2 2023-01-01 2023-12-31 09646403 3 2024-01-01 2024-12-31 09646403 3 2023-01-01 2023-12-31 09646403 core:LeaseholdImprovements 2024-01-01 2024-12-31 09646403 core:PlantMachinery 2024-01-01 2024-12-31 09646403 core:FurnitureFittings 2024-01-01 2024-12-31 09646403 core:ConstructionInProgressAssetsUnderConstruction 2024-01-01 2024-12-31 09646403 bus:OrdinaryShareClass1 2024-01-01 2024-12-31 09646403 bus:OrdinaryShareClass1 2023-01-01 2023-12-31 09646403 5 2024-01-01 2024-12-31 09646403 5 2023-01-01 2023-12-31 09646403 1 2024-01-01 2024-12-31 iso4217:GBP xbrli:pure xbrli:shares

Company No: 09646403 (England and Wales)

WELLGEAR LIMITED

Annual Report and Financial Statements
For the financial year ended 31 December 2024

WELLGEAR LIMITED

Annual Report and Financial Statements

For the financial year ended 31 December 2024

Contents

WELLGEAR LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2024
WELLGEAR LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2024
DIRECTORS Murdo Macleod
Siger Tjeerdsma
SECRETARY HM Secretaries Limited
REGISTERED OFFICE International House
36-38 Cornhill
London
EC3V 3NG
United Kingdom
BUSINESS ADDRESS Drumoak Business Park
Drumoak
Aberdeenshire
AB31 5YZ
COMPANY NUMBER 09646403 (England and Wales)
AUDITOR Hall Morrice LLP
Statutory Auditor
6 & 7 Queens Terrace
Aberdeen
AB10 1XL
BANKERS Virgin Money
1 Queens Cross
Aberdeen
AB15 4XU
WELLGEAR LIMITED

STRATEGIC REPORT

For the financial year ended 31 December 2024
WELLGEAR LIMITED

STRATEGIC REPORT (continued)

For the financial year ended 31 December 2024

The directors present their Strategic Report for the financial year ended 31 December 2024.

REVIEW OF THE BUSINESS

During the year the company generated turnover of £35,436,066 (2023 - £27,251,547) which delivered a gross margin of 15.1% (2023 - 10.6%). After deduction of administrative expenses and the addition of other operating income an operating profit of £3,348,479 (2023 - £694,997) was achieved. Profit after tax was £2,004,956 (2023 - £739,949) of which £nil (2023 - £nil) was distributed to the shareholders.

2025 will see a downturn in the offshore market. However the company has seen a strong start securing long term contracts with various operators.

The directors are satisfied with the performance of the business in 2024 and with the growing market opportunities within the offshore energy sector for 2025 and beyond.

KEY PERFORMANCE INDICATORS ('KPIS')

The company utilises a number of key performance indicators (KPIs). The main KPIs used by management are as follows:

•LTI (Loss Time Incident)
•NPT (Non Productive Time)
•EBITDA
•Utilization
•Turnover by service

PRINCIPAL RISKS AND UNCERTAINTIES

The company manages its risks by using the PESTEL model. The PESTEL-analysis identifies the external factors that may affect the company. Each risk is classified according to the categories (strategic, operational, financial and compliance). Control measures are identified for each risk and the expected effectiveness of the control measure is take into account in the residual risk (net risk).

The directors are satisfied that adequate control measures are in place to mitigate these risks to as low as reasonably practicable (ALARP).

The company considers the following risks and uncertainties to be of highest risk:

•Brexit risk - the company has significant market interest in the UK. Brexit might increase the complexity and costs of equipment movement between EU and UK;
•Market risk - changing market circumstances could lead to a decrease in income or profit. This downturn can be caused by price competition or a drop in demand (e.g. fall in oil prices);
•HSE risk - corporate liability risk and/or drop of QHSE ranking due to failure of equipment or mistakes by employees;
•Compliance risk - non-compliance with (local) laws and regulations (e.g. working hours, taxes, financial reporting, etc.);
•Oil spill incidents - risk of oil spill incidents during operations from company equipment or customer wells.

Post reporting date events
After the closure of the 2024 financial year, there were no events that could have significant effects on the financial statements.

DEVELOPMENT AND PERFORMANCE

The company has been operating in the offshore energy market for almost 9 years and is well established to support the growing offshore plug and abandonment market whilst continuing to support the traditional oil and gas market. There is currently an increased emphasise globally on energy security and affordability which is encouraging investment in the offshore energy sector within which the company plays a critical part.

The company commitment to service excellence and the provision of leading-edge technology, puts it in a strong position as it looks to the future.

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

Murdo Macleod
Director

19 June 2025

WELLGEAR LIMITED

DIRECTORS' REPORT

For the financial year ended 31 December 2024
WELLGEAR LIMITED

DIRECTORS' REPORT (continued)

For the financial year ended 31 December 2024

The directors present their annual report on the affairs of the company, together with the financial statements and auditors’ report, for the financial year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activity of the company continued to be that of oil and gas engineering, plug and abandonment of wells, rental and snubbing services.

DIVIDENDS

The directors paid a dividend of £Nil in the current financial year (2023: £Nil).

DIRECTORS

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

Murdo Macleod
Siger Tjeerdsma

AUDITOR

Each of the persons who is a director at the date of approval of this report confirms that:

* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.


Hall Morrice LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.



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

Murdo Macleod
Director

19 June 2025

WELLGEAR LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

For the financial year ended 31 December 2024
WELLGEAR LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT (continued)

For the financial year ended 31 December 2024

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 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 of the profit or loss of the company for that financial 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;
* State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors 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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WELLGEAR LIMITED

For the financial year ended 31 December 2024

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WELLGEAR LIMITED (continued)

For the financial year ended 31 December 2024

Opinion

We have audited the financial statements of Wellgear Limited for the financial year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows, the accounting policies, and the related notes 1 to 20, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements of Wellgear Limited (the ‘Company’):
* Give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; 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)). Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information


The 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and Directors' Report 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 Strategic Report and the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
* Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
* The financial statements are not in agreement with the accounting records 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 Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.

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.

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

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.

In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:

* Ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;
* Identified the laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector;
* Focused on the specific laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance regulations;
* Focused on the specific laws and regulations we consider may have an indirect effect on the financial statements that are central to the entity's ability to trade including those relating to health and safety for onshore and offshore work, GDPR, environmental laws and offshore installation and decommission regulations;
* Reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations;
* Made enquiries of management and inspected legal correspondence; and
* Ensured the engagement team remained alert to instances of non-compliance throughout the audit.

In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:

* Obtained an understanding of the entity's operations, including the nature of its revenue sources and of its objectives and strategies, to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in risk of material misstatement;
* Obtained an understanding of the internal controls in place to mitigate risks of irregularities, including fraud;
* Vouched balances and reconciling items in key control account reconciliations to supporting documentation;
* Carried out detailed testing, on a sample basis, to verify the completeness, occurrence, existence and accuracy of transactions and balances;
* Carried out detailed testing to verify the completeness, occurrence, validity, existence and accuracy of income including cut-off testing and ensuring income recognition is in line with stated accounting policies;
* Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;
* Tested journal entries to identify any unusual transactions;
* Performed analytical procedures to identify any significant or unusual transactions;
* Investigated the business rationale behind any significant or unusual transactions; and
* Evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates.

We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.

Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any 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.

Use of our report

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

Robert J C Bain MA CA CTA
For and on behalf of
Hall Morrice LLP
Statutory Auditor

6 & 7 Queens Terrace
Aberdeen
AB10 1XL

19 June 2025

WELLGEAR LIMITED

STATEMENT OF COMPREHENSIVE INCOME

For the financial year ended 31 December 2024
WELLGEAR LIMITED

STATEMENT OF COMPREHENSIVE INCOME (continued)

For the financial year ended 31 December 2024
Note 2024 2023
£ £
Turnover 3 35,436,066 27,251,547
Cost of sales ( 30,092,734) ( 24,372,704)
Gross profit 5,343,332 2,878,843
Administrative expenses ( 1,994,853) ( 2,198,447)
Other operating income 0 14,601
Operating profit 3,348,479 694,997
Interest receivable and similar income 4 489,557 333,006
Interest payable and similar expenses 4 ( 113,673) ( 4,587)
Profit before taxation 5 3,724,363 1,023,416
Tax on profit 8 ( 1,719,407) ( 283,467)
Profit for the financial year 2,004,956 739,949
Other comprehensive income 0 0
Total comprehensive income 2,004,956 739,949

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

WELLGEAR LIMITED

BALANCE SHEET

As at 31 December 2024
WELLGEAR LIMITED

BALANCE SHEET (continued)

As at 31 December 2024
Note 2024 2023
£ £
Fixed assets
Tangible assets 9 386,334 1,702,999
386,334 1,702,999
Current assets
Stocks 10 60,920 42,016
Debtors 11 14,921,688 18,380,419
Cash at bank and in hand 1,078,076 557,532
16,060,684 18,979,967
Creditors: amounts falling due within one year 12 ( 6,948,432) ( 12,873,324)
Net current assets 9,112,252 6,106,643
Total assets less current liabilities 9,498,586 7,809,642
Provision for liabilities 99,596 ( 216,416)
Net assets 9,598,182 7,593,226
Capital and reserves 14
Called-up share capital 100 100
Other reserves 16,961 16,961
Profit and loss account 9,581,121 7,576,165
Total shareholder's funds 9,598,182 7,593,226

The financial statements of Wellgear Limited (registered number: 09646403) were approved and authorised for issue by the Board of Directors on 19 June 2025. They were signed on its behalf by:

Murdo Macleod
Director
WELLGEAR LIMITED

STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 December 2024
WELLGEAR LIMITED

STATEMENT OF CHANGES IN EQUITY (continued)

For the financial year ended 31 December 2024
Called-up share capital Other reserves Profit and loss account Total
£ £ £ £
At 01 January 2023 100 16,961 6,836,216 6,853,277
Profit for the financial year 0 0 739,949 739,949
Total comprehensive income 0 0 739,949 739,949
At 31 December 2023 100 16,961 7,576,165 7,593,226
At 01 January 2024 100 16,961 7,576,165 7,593,226
Profit for the financial year 0 0 2,004,956 2,004,956
Total comprehensive income 0 0 2,004,956 2,004,956
At 31 December 2024 100 16,961 9,581,121 9,598,182
WELLGEAR LIMITED

STATEMENT OF CASH FLOWS

For the financial year ended 31 December 2024
WELLGEAR LIMITED

STATEMENT OF CASH FLOWS (continued)

For the financial year ended 31 December 2024
2024 2023
£ £
Net cash flows from operating activities (note 18) 128,153 1,035,940
Cash flows from investing activities
Proceeds from sale of plant and machinery 85,144 11,500
Purchase of plant and machinery ( 182,310) ( 1,900,099)
Interest received 489,557 333,006
Net cash flows from investing activities 392,391 ( 1,555,593)
Cash flows from financing activities
Payment of finance lease obligation 0 (30,000)
Net cash flows from financing activities 0 ( 30,000)
Net increase/(decrease) in cash and cash equivalents 520,544 ( 549,653)
Cash and cash equivalents at beginning of year 557,532 1,107,185
Cash and cash equivalents at end of year 1,078,076 557,532
Reconciliation to cash at bank and in hand:
Cash at bank and in hand at end of year 1,078,076 557,532
Cash and cash equivalents at end of year 1,078,076 557,532
WELLGEAR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
WELLGEAR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
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

Wellgear Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is International House, 36-38 Cornhill, London, EC3V 3NG, United Kingdom. The principal place of business is Drumoak Business Park, Drumoak, Aberdeenshire, AB31 5YZ.

The principal activities are set out in the Strategic Report.

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

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

•Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
•Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
•Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
•Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

Wellgear Limited is a wholly owned subsidiary of Wellgear Group B.V. and the results of Wellgear Limited are included in the consolidated financial statements of Wellgear Group B.V. which are available from Oosteinde 1, 9431AT Westerbork.

Going concern

Based upon our forecast for the next twelve months from the date of signing the financial statements we are not aware of any matters which would suggest that the company will not continue as a going concern. We confirm that the forecasts used in making these assessments are the most accurate available at the time of preparing the assessment. We confirm that all relevant disclosures have been included within the financial statements.

In making our assessment we have considered other factors. As referenced in Note 18, Related party guarantee, in December 2023 the group obtained a term loan and increased their credit facilities to assist in financing their future projects on which Wellgear Limited is a guarantor. The group has not breached its debt funding covenants and the group looks to continue to be able to satisfy the covenants for a period of no less than 12 months from the signing of the financial statements based on the internal forecasts prepared by management.

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.

Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise except for:
* exchange differences on transactions entered into to hedge certain foreign currency risks (see above); and
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date.

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
For defined contribution schemes the amounts charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.

Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.

Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.

Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the company and the company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

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 5 years straight line
Plant and machinery 0 - 8 years straight line
Fixtures and fittings 5 years straight line
Assets in the course of
construction
not depreciated

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Comprehensive Income over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread 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 Statement of Comprehensive Income 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks 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.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

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.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Critical accounting judgements and key sources of estimation uncertainty


In the application of the company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The estimates and associated 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 financial year in which the estimate is revised if the revision affects only that period, or in the financial year
of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the company’s accounting policies

The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Key source of estimation on uncertainty – useful economic lives of tangible assets

The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. Determination of appropriate useful economic lives is a key judgement and the useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

3. Turnover

Turnover represents the fair value of goods/services provided to customers during the financial year excluding value added tax.

Breakdown by business class

An analysis of the company's turnover by class of business is set out below.

2024 2023
£ £
Engineering 1,320,364 1,145,343
Plug & Abandon 23,219,390 20,537,784
Rental 14,103 86,681
Snubbing 2,311,625 124,720
Hydraulic Workover 7,584,216 4,798,768
Inter-Group Recharged Revenue 986,368 558,251
35,436,066 27,251,547

Breakdown by geographical market:

An analysis of the company's turnover by geographical market is set out below.

2024 2023
£ £
United Kingdom 26,097,641 23,653,903
Trinidad & Tobago 9,338,425 3,597,644
35,436,066 27,251,547

4. Interest receivable and interest payable

2024 2023
£ £
Interest receivable and similar income 489,557 333,006
Interest payable and similar expenses ( 113,673) ( 4,587)
375,884 328,419

Interest receivable and similar income

2024 2023
£ £
Bank interest 13,122 0
Interest from group undertakings 476,435 333,006
489,557 333,006

Interest payable and similar expenses

2024 2023
£ £
Bank loans and overdrafts ( 5,074) ( 102)
Loans from group undertakings ( 104,216) 0
Finance leases and hire purchase contracts ( 4,383) ( 4,485)
( 113,673) ( 4,587)

5. Profit before taxation

Profit before taxation is stated after charging/(crediting):

2024 2023
£ £
Depreciation of tangible fixed assets (note 9) 1,413,831 476,549
Operating lease rentals 259,846 286,591
Foreign exchange (gains)/losses ( 252,254) 65,597
Gain on disposal of fixed assets 0 ( 7,522)
Fees payable to the company's auditors of the financial statements 16,250 16,911

6. Staff number and costs

2024 2023
Number Number
The average monthly number of employees (including directors) was:
Support/Admin 5 5
Operations 51 51
Workshop 28 23
84 79

Their aggregate remuneration comprised:

2024 2023
£ £
Wages and salaries 4,763,935 3,943,078
Social security costs 514,289 444,566
Other retirement benefit costs (note 17) 180,464 151,685
5,458,688 4,539,329

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

7. Directors' remuneration

2024 2023
£ £
Directors' emoluments 232,500 180,000
Company contributions to money purchase pension schemes 25,575 19,800
258,075 199,800
2024 2023
Number Number
Members of a money purchase pension scheme 1 1

8. Tax on profit

2024 2023
£ £
Current tax on profit
UK corporation tax 987,293 89,538
Foreign tax 1,048,126 29,291
Total current tax 2,035,419 118,829
Deferred tax
Origination and reversal of timing differences ( 316,012) 164,638
Total deferred tax ( 316,012) 164,638
Total tax on profit 1,719,407 283,467

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2023 (on 10 January 2023). These changes included an increase in the main rate to 25% from April 2023. Deferred taxes at the balance sheet date, in relation to UK companies, are measured using tax rates enacted as at the balance sheet date (25%).

Tax reconciliation

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK:

2024 2023
£ £
Profit before taxation 3,724,363 1,023,416
Tax on profit at standard UK corporation tax rate of 25.00% (2023: 25.00%) 931,091 255,854
Effects of:
Expenses not deductible for tax purposes 2,172 2,185
Income not taxable in determining taxable profit ( 237) 0
Utilisation of tax losses not previously recognised 0 ( 15,140)
Change in unrecognised deferred tax assets 0 9,743
Higher tax rates on overseas earnings 1,048,126 29,291
Depreciation on assets not qualifying for tax allowances 287 1,534
Other permanent differences (262,031) 0
Total tax charge for year 1,719,408 283,467

9. Tangible assets

Leasehold improve-
ments
Plant and machinery Fixtures and fittings Assets in the course of
construction
Total
£ £ £ £ £
Cost
At 01 January 2024 339,374 2,751,232 69,477 85,144 3,245,227
Additions 139,366 39,893 0 3,051 182,310
Disposals 0 ( 2,479,644) 0 ( 85,144) ( 2,564,788)
At 31 December 2024 478,740 311,481 69,477 3,051 862,749
Accumulated depreciation
At 01 January 2024 113,739 1,387,076 41,413 0 1,542,228
Charge for the financial year 83,630 1,319,588 10,613 0 1,413,831
Disposals 0 ( 2,479,644) 0 0 ( 2,479,644)
At 31 December 2024 197,369 227,020 52,026 0 476,415
Net book value
At 31 December 2024 281,371 84,461 17,451 3,051 386,334
At 31 December 2023 225,635 1,364,156 28,064 85,144 1,702,999
Leased assets included above:
Net book value
At 31 December 2024 0 0 0 0 0
At 31 December 2023 0 25,000 0 0 25,000

Assets held under finance leases

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Total future minimum lease payments under finance leases are as follows:

2024 2023
£ £
- within one year 0 27,500

10. Stocks

2024 2023
£ £
Stocks 60,920 42,016

11. Debtors

2024 2023
£ £
Trade debtors 3,305,183 2,555,550
Amounts owed by group undertakings 8,698,402 13,060,732
VAT recoverable 359,359 0
Corporation tax 0 210,463
Prepayments and accrued income 2,558,744 2,553,674
14,921,688 18,380,419

12. Creditors: amounts falling due within one year

2024 2023
£ £
Obligations under finance leases and hire purchase contracts (secured) 0 27,500
Trade creditors 2,109,080 1,568,128
Amounts owed to group undertakings 1,328,818 3,851,046
Amounts owed to parent undertakings 1,950,916 5,817,956
Corporation tax 892,043 0
Payroll taxes payable 177,631 101,182
VAT 0 50,186
Accruals 489,944 1,457,326
6,948,432 12,873,324

13. Deferred tax

2024 2023
£ £
At the beginning of financial year ( 216,416) ( 51,778)
Credited/(charged) to the Profit and Loss Account 316,012 ( 164,638)
At the end of financial year 99,596 ( 216,416)

The deferred taxation balance is made up as follows:

2024 2023
£ £
Revaluation of tangible assets 99,596 ( 216,416)

14. Called-up share capital and reserves

2024 2023
£ £
Allotted, called-up and fully-paid
100 Ordinary shares of £ 1.00 each 100 100
Presented as follows:
Called-up share capital presented as equity 100 100

The Company's other reserves are as follows:

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

Other reserves records the accumulated exchange rate differences for transactions and/or balances denominated in currencies other than pound sterling.

15. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

2024 2023
£ £
within one year 230,000 313,810
between one and five years 920,000 920,000
after five years 1,013,890 1,150,000
2,163,890 2,383,810

16. Net debt reconciliation

Net debt reconciliation

Balance at 01 January 2024 Cash flows Balance at 31 December 2024
£ £ £
Cash at bank and in hand 557,532 520,544 1,078,076
530,032 548,044 1,078,076
Net debt 530,032 548,044 1,078,076

17. Retirement benefit obligations

Defined contribution schemes

The Company operates a defined contribution retirement benefit scheme for all qualifying employees. The total expense charged to profit or loss in the year ended 31 December 2024 was £180,454 (2023: £151,685). The amounts outstanding at the year end was £33,091 (2023: £25,969).

18. Statement of Cash Flows

2024 2023
£ £
Operating profit 3,348,479 694,997
Adjustment for:
Depreciation and amortisation 1,413,831 476,549
Profit on sale of plant and equipment 0 ( 7,522)
Decrease in provisions ( 316,012) 0
Operating cash flows before movement in working capital 4,446,298 1,164,024
Increase in stocks ( 18,904) ( 411)
Decrease/(increase) in debtors 3,458,731 ( 9,636,204)
(Decrease)/increase in creditors ( 6,816,935) 10,141,953
Cash generated by operations 1,069,190 1,669,362
Income taxes paid ( 827,364) ( 628,835)
Interest paid ( 113,673) ( 4,587)
Net cash flows from operating activities 128,153 1,035,940

19. Related party guarantee

On 20 December 2023 the parent company Wellgear Group B.V entered into an agreement for post year end financing where they obtained a €14,000,000 loan and increased their bank credit facilities to €14,000,000 on which Wellgear Limited is a guarantor.

20. Controlling party

Wellgear Limited is wholly owned by its parent company Wellgear Group B.V., a company registered in The Netherlands.