IRIS Accounts Production v25.1.3.33 08110758 Board of Directors Board of Directors 1.1.24 31.12.24 31.12.24 Medium entities remains the provision of manpower and project support services to the global Oil & Gas (O&G) industry, Renewables and Manufacturing and Engineering. In 2024, the company expanded its operations by establishing a new division in the Industrial sector, which is expected to contribute significantly to revenue growth in the coming years. ++ The company is based in Bristol, UK with a branch office in Denmark and Mozambique. MDE Group also have entities in Norway, Dubai, Singapore, which are utilized by MDE Consultants Ltd in delivering services to clients. 189 159 true false true true false false true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Ordinary share capital 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 08110758 2023-12-31 08110758 2024-12-31 08110758 2024-01-01 2024-12-31 08110758 2022-12-31 08110758 2023-01-01 2023-12-31 08110758 2023-12-31 08110758 ns15:EnglandWales 2024-01-01 2024-12-31 08110758 ns14:PoundSterling 2024-01-01 2024-12-31 08110758 ns10:Director1 2024-01-01 2024-12-31 08110758 ns10:Director2 2024-01-01 2024-12-31 08110758 ns10:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 08110758 ns10:MediumEntities 2024-01-01 2024-12-31 08110758 ns10:Audited 2024-01-01 2024-12-31 08110758 ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2024-01-01 2024-12-31 08110758 ns10:Medium-sizedCompaniesRegimeForAccounts 2024-01-01 2024-12-31 08110758 ns10:FullAccounts 2024-01-01 2024-12-31 08110758 ns10:OrdinaryShareClass1 2024-01-01 2024-12-31 08110758 ns10:Director4 2024-01-01 2024-12-31 08110758 ns10:RegisteredOffice 2024-01-01 2024-12-31 08110758 ns10:Director3 2024-01-01 2024-12-31 08110758 ns5:CurrentFinancialInstruments 2024-12-31 08110758 ns5:CurrentFinancialInstruments 2023-12-31 08110758 ns5:ShareCapital 2024-12-31 08110758 ns5:ShareCapital 2023-12-31 08110758 ns5:SharePremium 2024-12-31 08110758 ns5:SharePremium 2023-12-31 08110758 ns5:CapitalRedemptionReserve 2024-12-31 08110758 ns5:CapitalRedemptionReserve 2023-12-31 08110758 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 08110758 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 08110758 ns5:ShareCapital 2022-12-31 08110758 ns5:RetainedEarningsAccumulatedLosses 2022-12-31 08110758 ns5:SharePremium 2022-12-31 08110758 ns5:CapitalRedemptionReserve 2022-12-31 08110758 ns5:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 08110758 ns5:CapitalRedemptionReserve 2023-01-01 2023-12-31 08110758 ns5:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 08110758 ns5:CapitalRedemptionReserve 2024-01-01 2024-12-31 08110758 1 2024-01-01 2024-12-31 08110758 1 2023-01-01 2023-12-31 08110758 ns5:LeaseholdImprovements 2024-01-01 2024-12-31 08110758 ns5:FurnitureFittings 2024-01-01 2024-12-31 08110758 ns5:ComputerEquipment 2024-01-01 2024-12-31 08110758 ns15:UnitedKingdom 2024-01-01 2024-12-31 08110758 ns15:UnitedKingdom 2023-01-01 2023-12-31 08110758 ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount 2024-01-01 2024-12-31 08110758 ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount 2023-01-01 2023-12-31 08110758 ns5:OwnedAssets 2024-01-01 2024-12-31 08110758 ns5:OwnedAssets 2023-01-01 2023-12-31 08110758 ns5:LeaseholdImprovements 2023-12-31 08110758 ns5:FurnitureFittings 2023-12-31 08110758 ns5:ComputerEquipment 2023-12-31 08110758 ns5:LeaseholdImprovements 2024-12-31 08110758 ns5:FurnitureFittings 2024-12-31 08110758 ns5:ComputerEquipment 2024-12-31 08110758 ns5:LeaseholdImprovements 2023-12-31 08110758 ns5:FurnitureFittings 2023-12-31 08110758 ns5:ComputerEquipment 2023-12-31 08110758 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 08110758 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2023-12-31 08110758 ns5:AcceleratedTaxDepreciationDeferredTax 2024-12-31 08110758 ns5:AcceleratedTaxDepreciationDeferredTax 2023-12-31 08110758 ns5:TaxLossesCarry-forwardsDeferredTax 2024-12-31 08110758 ns5:TaxLossesCarry-forwardsDeferredTax 2023-12-31 08110758 ns5:CurrentFinancialInstruments 2024-01-01 2024-12-31 08110758 ns5:WithinOneYear 2024-12-31 08110758 ns5:WithinOneYear 2023-12-31 08110758 ns5:BetweenOneFiveYears 2024-12-31 08110758 ns5:BetweenOneFiveYears 2023-12-31 08110758 ns5:AllPeriods 2024-12-31 08110758 ns5:AllPeriods 2023-12-31 08110758 ns5:DeferredTaxation 2023-12-31 08110758 ns5:DeferredTaxation 2024-01-01 2024-12-31 08110758 ns5:DeferredTaxation 2024-12-31 08110758 ns10:OrdinaryShareClass1 2024-12-31 08110758 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 08110758 ns5:SharePremium 2023-12-31 08110758 ns5:CapitalRedemptionReserve 2023-12-31 08110758 1 2024-01-01 2024-12-31

REGISTERED NUMBER: 08110758 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

MDE CONSULTANTS LTD

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

CONTENTS OF THE FINANCIAL STATEMENTS

for the Year Ended 31 DECEMBER 2024

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 5 |

Report of the Independent Auditors | 7 |

Income Statement | 10 |

Other Comprehensive Income | 11 |

Balance Sheet | 12 |

Statement of Changes in Equity | 13 |

Cash Flow Statement | 14 |

Notes to the Cash Flow Statement | 15 |

Notes to the Financial Statements | 16 |

MDE CONSULTANTS LTD

COMPANY INFORMATION

for the Year Ended 31 DECEMBER 2024

| DIRECTORS: | S M Bjustveit

| J A Wathne

| V L Bartlett

| REGISTERED OFFICE: | 61 Queen Square

| Bristol

| BS1 4JZ

| REGISTERED NUMBER: | 08110758 (England and Wales)

| AUDITORS: | Burnside

| Chartered Accountants

| and Statutory Auditor

| 61 Queen Square

| Bristol

| BS1 4JZ

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

STRATEGIC REPORT

for the Year Ended 31 DECEMBER 2024

The directors present their strategic report for the year ended 31 December 2024.

BUSINESS REVIEW

The principal activity of the company is the provision of manpower and project support services to the global oil and gas industry.

The company is based in Bristol, UK with branch offices in Mozambique and Denmark. MDE Group AS also have entities in Norway, Dubai and Singapore, which are utilised by MDE Consultants Ltd in delivering services to clients.

PRINCIPAL RISKS AND UNCERTAINTIES

The company continues to trade in a challenging market. However, proactive risk management strategies, including diversifying revenue streams, securing long-term client contracts, and optimising cash flow, are being implemented to mitigate financial risks. The parent entity remains committed to supporting the UK business, ensuring liquidity and business continuity.

Looking ahead to 2025, the combination of expanded sector focus and expected contract growth in Renewables and Manufacturing & Engineering will significantly strengthen MDE's financial position. By broadening our industry exposure, we reduce dependence on any single sector and create multiple revenue streams, ensuring sustainable growth.

The company is committed to leveraging its expertise and market reputation to secure new client contracts across all divisions. With renewed confidence in strategic execution and continued support from the parent group, MDE Consultants Ltd is well-positioned to achieve long-term profitability.

Future outlook

The company is confident that its strategic direction will yield positive results in 2025. The combination of the newly established Industrial sector division, the continued support from the parent group, and the expected increase in Oil & Gas contracts, Renewables and M&E positions the company for a turnaround in financial performance. The directors remain optimistic about the company's ability to return to profitability in the coming year.

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

STRATEGIC REPORT

for the Year Ended 31 DECEMBER 2024

FINANCIAL REVIEW

The results of the company, as set out on pages 10 to 24 which show a loss on ordinary activities before taxation of £475k in 2024, this has increased from a loss of £337k before taxation in 2023.

The company has increased its turnover in the year by approximately £2.9m from £13.6m in 2023 to £16.5m in 2024.

The recruitment market in 2024 proved to be particularly challenging, mirroring difficulties experienced across the industry. Economic uncertainty, fluctuating demand, and cautious client hiring behaviors all contributed to a downturn in recruitment activities. MDE Consultants Ltd faced the same challenges as other agencies, with longer hiring cycles, increased competition, and companies exercising more restraint in workforce expansion.

The company recorded a loss of £475k in 2024. This was primarily due to reduced project activity within the Oil & Gas sector and increased investment in expanding operations. Despite these financial challenges, the company remains well-supported by its parent group and is taking proactive steps to restore profitability.

In addition to the newly established Industrial sector division, MDE Consultants Ltd has been actively diversifying into the Renewables and Manufacturing & Engineering (M&E) sectors. These divisions, which were established in previous years, are now a core part of the company's strategic growth plan.

Historically, the focus in Renewables and M&E has been on permanent placements, but moving into 2025, we expect contract recruitment in these sectors to expand significantly. This shift is driven by increased demand for skilled personnel in these industries, aligning with global trends in energy transition and advanced manufacturing. The anticipated rise in contract revenue within these divisions will contribute to MDE's overall financial recovery and long-term stability.

With this diversified presence in multiple industries - Oil & Gas, Renewables, Manufacturing & Engineering, and now Industrial recruitment - MDE is in a strong position to capitalise on sector-specific growth trends. The combination of these strategic developments will enable the company to mitigate risk, enhance resilience, and return to profitability in 2025.

Business environment

MDE Consultants Ltd continues to operate within the highly competitive recruitment sector, primarily serving the Oil & Gas industry. The global market conditions have remained challenging, with fluctuating demand impacting recruitment activities. However, with the strategic diversification into the Industrial sector and continued engagement in emerging markets, we are positioning ourselves for long-term growth and stability.

Strategy

A significant milestone in 2024 was the appointment of a new Managing Director, who has led the company's expansion into the Industrial recruitment sector. This new division is expected to provide diversification, reducing reliance on the volatile Oil & Gas market. Additionally, the company anticipates securing more contracts in the Oil & Gas sector in 2025, further strengthening financial performance.

Financial performance

Summary of Key Performance Indicators ("KPIs")

Operations |  | 2024 |  | 2023 |

£'000000 |  | £'000000 |  |

Turnover |  | 16,519 |  | 13,583 |

Gross Profit |  | 2,271 |  | 2,456 |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

STRATEGIC REPORT

for the Year Ended 31 DECEMBER 2024

Gross Profit Margin |  | 13.75% |  | 18.07% |

Operating (Loss)/Profit |  | (424 | ) | (284 | )

The directors monitor the progress of the company by reference to certain financial and non-financial key performance indicators in the following areas:

Sales targets and margins

Turnover achieved £16.5 million against a target of £25.3 million.

Gross Margin Profit achieved £2.2 million against a target of £3.2 million.

Gross Margin 13.75% against a target of 15%.

Cash collected and debtor book

Cash collected during the year on net sales (excluding VAT) amounted to £19,435 million.

Trade Debtors at the year-end amounted to £1.450 million compared to £1.679 million as at 31 December 2023.

Average Debtor days decreased from approximately 45 days in 2023 to 35 days in 2024.

ON BEHALF OF THE BOARD:

S M Bjustveit - Director

20 March 2025

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

REPORT OF THE DIRECTORS

for the Year Ended 31 DECEMBER 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

POST BALANCE SHEET EVENTS

Post year-end, a decision has been made to exit the lease for the offices which has been reflected in the operating leases note.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S M Bjustveit

J A Wathne

Other changes in directors holding office are as follows:

T C Nixon - resigned 31 May 2024

V L Bartlett - appointed 3 June 2024

GOING CONCERN

Despite the recorded loss in 2024, the directors have carefully reviewed the company's financial position and believe that the company remains a going concern. The company benefits from strong backing by its parent group, ensuring operational continuity and investment support.

The outlook for 2025 is positive, with the expansion into the Industrial sector and expected new contracts within Oil & Gas, Renewables and M&E. These developments are projected to transition the company from a loss-making position to profitability in 2025. The directors have prepared financial forecasts and budgets, which indicate that the company has sufficient resources to continue operating successfully. Measures such as cost optimization, operational efficiencies, and revenue diversification will further support the company's financial resilience.

DISCLOSURE IN THE STRATEGIC REPORT

The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires a Strategic Report to be prepared. Where mandatory disclosures in the Report of the Directors are considered by the directors to be of strategic importance these have been included within the Strategic Report rather than in the Report of the Directors.

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

REPORT OF THE DIRECTORS

for the Year Ended 31 DECEMBER 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Burnside, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S M Bjustveit - Director

20 March 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

MDE CONSULTANTS LTD

Opinion

We have audited the financial statements of MDE Consultants Ltd (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement, Notes to the Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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 Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

MDE CONSULTANTS LTD

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- | adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page six, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

MDE CONSULTANTS LTD

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

An understanding of the legal and regulatory framework applicable to the entity was obtained from management and those charged with governance of the entity, and the audit engagement team was confirmed to have the appropriate competence and capabilities to identify non-compliance with such a framework.

No significant instances of fraud, non-compliance with laws and regulations or other irregularities were communicated to the engagement team by management or those charged with governance, and no particular audit areas or legislation were identified that gave rise to any significant risks of material misstatement in respect of such irregularities.

Due to the size and nature of the entity, its susceptibility to material misstatement resulting from fraud, non-compliance with laws and regulations, or other irregularities is considered to be low, and the audit approach was appropriately planned so as to address this risk.

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

Use of our report

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

Steven Coombe FCA (Senior Statutory Auditor)

for and on behalf of Burnside

Chartered Accountants

and Statutory Auditor

61 Queen Square

Bristol

BS1 4JZ

20 March 2025

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

INCOME STATEMENT

for the Year Ended 31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

TURNOVER | 3 | 16,519,338 |  | 13,583,315 |  |

Cost of sales | 14,248,714 |  | 11,127,549 |  |

GROSS PROFIT | 2,270,624 |  | 2,455,766 |  |

Administrative expenses | 2,733,106 |  | 2,739,665 |  |

OPERATING LOSS | 5 | (462,482 | ) | (283,899 | ) |

Interest payable and similar expenses | 6 | 12,999 |  | 44,379 |  |

LOSS BEFORE TAXATION | (475,481 | ) | (328,278 | ) |

Tax on loss | 7 | (110,003 | ) | 9,245 |  |

LOSS FOR THE FINANCIAL YEAR | (365,478 | ) | (337,523 | ) |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

OTHER COMPREHENSIVE INCOME

for the Year Ended 31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

LOSS FOR THE YEAR | (365,478 | ) | (337,523 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (365,478 | ) | (337,523 | ) |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

BALANCE SHEET

31 DECEMBER 2024

| 2024 | 2023 |

| Notes | £ | £ | £ |

FIXED ASSETS

Tangible assets | 8 | 15,935 |  | 23,253 |  |

CURRENT ASSETS

Debtors | 9 | 2,285,595 |  | 2,368,109 |  |

Cash at bank | 630,883 |  | 808,762 |  |

2,916,478 |  | 3,176,871 |  |

CREDITORS

Amounts falling due within one year | 10 | 2,483,737 |  | 2,385,970 |  |

NET CURRENT ASSETS | 432,741 |  | 790,901 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 448,676 |  | 814,154 |  |

CAPITAL AND RESERVES

Called up share capital | 14 | 700 |  | 700 |  |

Share premium | 15 | 9,000 |  | 9,000 |  |

Capital redemption reserve | 15 | 300 |  | 300 |  |

Retained earnings | 15 | 438,676 |  | 804,154 |  |

SHAREHOLDERS' FUNDS | 448,676 |  | 814,154 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 20 March 2025 and were signed on its behalf by:

S M Bjustveit - Director

V L Bartlett - Director

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

STATEMENT OF CHANGES IN EQUITY

for the Year Ended 31 DECEMBER 2024

| Called up |  | Capital |

| share |  | Retained |  | Share |  | redemption |  | Total

| capital |  | earnings |  | premium |  | reserve |  | equity

£ | £ | £ | £ | £ |

Balance at 1 January 2023 | 1,000 |  | 1,571,677 |  | 9,000 |  | - |  | 1,581,677 |  |

Changes in equity

Reduction in share capital | (300 | ) | - |  | - |  | 300 |  | - |  |

Total comprehensive income | - |  | (337,523 | ) | - |  | - |  | (337,523 | ) |

Purchase of own shares | - |  | (430,000 | ) | - |  | - |  | (430,000 | ) |

Balance at 31 December 2023 | 700 |  | 804,154 |  | 9,000 |  | 300 |  | 814,154 |  |

Changes in equity

Total comprehensive income | - |  | (365,478 | ) | - |  | - |  | (365,478 | ) |

Balance at 31 December 2024 | 700 |  | 438,676 |  | 9,000 |  | 300 |  | 448,676 |  |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

CASH FLOW STATEMENT

for the Year Ended 31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 24,278 |  | 339,251 |  |

Interest paid | (12,999 | ) | (44,379 | ) |

Tax paid | (24,622 | ) | (93,882 | ) |

Net cash from operating activities | (13,343 | ) | 200,990 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (7,491 | ) | (14,972 | ) |

Net cash from investing activities | (7,491 | ) | (14,972 | ) |

Cash flows from financing activities

Change in amount owed to/from directors | 1,246 |  | 4,679 |  |

Repurchase of own shares | - |  | (430,000 | ) |

Movement on invoice discounting facility | (158,291 | ) | (339,789 | ) |

Net cash from financing activities | (157,045 | ) | (765,110 | ) |

Decrease in cash and cash equivalents | (177,879 | ) | (579,092 | ) |

Cash and cash equivalents at beginning of year | 2 | 808,762 |  | 1,387,854 |  |

Cash and cash equivalents at end of year | 2 | 630,883 |  | 808,762 |  |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE CASH FLOW STATEMENT

for the Year Ended 31 DECEMBER 2024

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2024 |  | 2023

£ | £ |

| Loss before taxation | (475,481 | ) | (328,278 | ) |

| Depreciation charges | 14,809 |  | 21,224 |  |

| Finance costs | 12,999 |  | 44,379 |  |

(447,673 | ) | (262,675 | ) |

| Decrease in trade and other debtors | 196,854 |  | 1,659,252 |  |

| Increase/(decrease) in trade and other creditors | 275,097 |  | (1,057,326 | ) |

| Cash generated from operations | 24,278 |  | 339,251 |  |

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 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 630,883 |  | 808,762 |  |

| Year ended 31 December 2023

| 31.12.23 |  | 1.1.23

£ | £ |

| Cash and cash equivalents | 808,762 |  | 1,387,854 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.1.24 | Cash flow | At 31.12.24

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 808,762 |  | (177,879 | ) | 630,883 |  |

808,762 |  | (177,879 | ) | 630,883 |  |

| Total | 808,762 |  | (177,879 | ) | 630,883 |  |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS

for the Year Ended 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| MDE Consultants Ltd 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.

| The presentation currency of the financial statements is the Pound Sterling (£).

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.

| Significant judgements and estimates

| In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The directors are of the opinion that there are no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

| Turnover

| Turnover represents income from the supply of recruitment, relocation and in-country project services provision, excluding value added tax. Income is recognised as the contract activity progresses to reflect the company's partial performance of its contractual obligations.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Improvements to property | - | 33% on cost

| Fixtures and fittings | - | 33% on cost

| Computer equipment | - | 33% on cost

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

| Basic financial assets, which include trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

| Basic financial liabilities, including trade and other creditors and amounts due to group undertakings are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| 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.

| 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.

| Cash and cash equivalents

| Cash and cash equivalents 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 current liabilities.

| Going concern

| The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows, in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse condition, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the financial statements.

3. | TURNOVER

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

| An analysis of turnover by geographical market is given below:

| 2024 |  | 2023

£ | £ |

| United Kingdom | 13,779,301 |  | 10,892,186 |  |

| Overseas | 2,740,037 |  | 2,691,129 |  |

16,519,338 |  | 13,583,315 |  |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 DECEMBER 2024

4. | EMPLOYEES AND DIRECTORS

|  | 2024 |  | 2023 |  |

| £ |  | £ |  |

| Wages and salaries |  | 7,006,250 |  | 8,875,177 |  |

| Social security costs |  | 606,819 |  | 845,654 |  |

| Other pension costs |  | 411,837 |  | 619,519 |  |

|  | 8,024,905 |  | 10,340,350 |  |

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

|  | 2024 |  | 2023 |  |

| Management |  | 3 |  | 7 |  |

| Finance |  | 5 |  | 4 |  |

| Support |  | 2 |  | 5 |  |

| Recruitment |  | 17 |  | 13 |  |

| Direct |  | 162 |  | 130 |  |

|  | 189 |  | 159 |  |

| 2024 |  | 2023

£ | £ |

| Directors' remuneration | 121,250 |  | 117,469 |  |

| Directors' pension contributions to money purchase schemes | 8,833 |  | 10,958 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 1 |  | 1 |  |

| The directors are of the opinion that there are no key management personnel other than the directors.

5. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

| 2024 |  | 2023

£ | £ |

| Depreciation - owned assets | 14,809 |  | 21,224 |  |

| Auditors' remuneration | 13,500 |  | 13,500 |  |

| Foreign exchange differences | 42,901 |  | (107,169 | ) |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 DECEMBER 2024

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2024 |  | 2023

£ | £ |

| Bank interest | 5,762 |  | 44,379 |  |

| Other interest | 7,237 |  | - |  |

12,999 |  | 44,379 |  |

7. | TAXATION

| Analysis of the tax (credit)/charge

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

| 2024 |  | 2023

£ | £ |

| Current tax:

| UK corporation tax | 16,225 |  | 72,945 |  |

| Tax re previous years | (10,642 | ) | 48,539 |  |

| Total current tax | 5,583 |  | 121,484 |  |

| Deferred tax | (115,586 | ) | (112,239 | ) |

| Tax on loss | (110,003 | ) | 9,245 |  |

| UK corporation tax has been charged at 25% .

| Reconciliation of total tax (credit)/charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2024 |  | 2023

£ | £ |

| Loss before tax | (475,481 | ) | (328,278 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%) | (118,870 | ) | (82,070 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 7,340 |  | 905 |  |

| Capital allowances in excess of depreciation | - |  | (1,345 | ) |

| Adjustments to tax charge in respect of previous periods | (10,642 | ) | 48,539 |  |

| Deferred tax not previously recognised | - |  | (12,263 | ) |

| Overseas tax payable less relief | 12,169 |  | 55,479 |  |

| Total tax (credit)/charge | (110,003 | ) | 9,245 |  |

| At 31 December 2024 the company had trading tax losses of £860,125 (2023 - £408,791) available for carry forward for offset against future trading profits.

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 DECEMBER 2024

8. | TANGIBLE FIXED ASSETS

| Improvements |  | Fixtures |

| to |  | and |  | Computer |

| property |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2024 | 15,941 |  | 33,426 |  | 112,497 |  | 161,864 |  |

| Additions | - |  | - |  | 7,491 |  | 7,491 |  |

| At 31 December 2024 | 15,941 |  | 33,426 |  | 119,988 |  | 169,355 |  |

| DEPRECIATION

| At 1 January 2024 | 15,941 |  | 33,426 |  | 89,244 |  | 138,611 |  |

| Charge for year | - |  | - |  | 14,809 |  | 14,809 |  |

| At 31 December 2024 | 15,941 |  | 33,426 |  | 104,053 |  | 153,420 |  |

| NET BOOK VALUE

| At 31 December 2024 | - |  | - |  | 15,935 |  | 15,935 |  |

| At 31 December 2023 | - |  | - |  | 23,253 |  | 23,253 |  |

9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Trade debtors | 1,449,772 |  | 1,679,205 |  |

| Other debtors | - |  | 82,054 |  |

| Directors' current accounts | 266 |  | 1,512 |  |

| Deferred tax asset | 220,447 |  | 104,861 |  |

| Prepayments | 615,110 |  | 500,477 |  |

2,285,595 |  | 2,368,109 |  |

| Deferred tax asset

2024 | 2023 |

£ | £ |

| Accelerated capital allowances | (3,984 | ) | (5,813 | ) |

| Tax losses carried forward | 215,031 |  | 102,198 |  |

| Other timing differences | 9,400 |  | 8,476 |  |

220,447 |  | 104,861 |  |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 DECEMBER 2024

10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Trade creditors | 375,447 |  | 291,756 |  |

| Corporation tax | 56,067 |  | 75,106 |  |

| Social security and other taxes | 429,283 |  | 387,934 |  |

| VAT | 258,438 |  | 145,902 |  |

| Other creditors | 232,117 |  | 174,660 |  |

| Invoice discounting facility | 960,398 |  | 1,118,689 |  |

| Accruals and deferred income | 171,987 |  | 191,923 |  |

2,483,737 |  | 2,385,970 |  |

| The invoice discounting facility are amounts owed to HSBC Invoice Finance (UK) Ltd.

| This amount is secured by means of a fixed and floating charge held over all of the company's assets and a legal assignment of contract monies. This charge is in favour of HSBC Bank plc.

11. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

2024 | 2023 |

£ | £ |

| Within one year | 63,974 |  | 127,948 |  |

| Between one and five years | - |  | 276,403 |  |

63,974 |  | 404,351 |  |

12. | FINANCIAL INSTRUMENTS

|  | 2024 |  | 2023 |  |

| £ |  | £ |  |

| Financial assets measured at amortised cost |  |

| Trade debtors |  | 1,449,772 |  | 1,679,205 |  |

| Other debtors |  | - |  | 82,054 |  |

| Cash at bank |  | 630,883 |  | 808,762 |  |

|  | 2024 |  | 2023 |  |

| £ |  | £ |  |

| Financial liabilities measured at amortised cost |  |

| Trade creditors |  | 375,447 |  | 291,756 |  |

| Other creditors |  | 1,192,515 |  | 1,293,349 |  |

| Accruals |  | 171,987 |  | 191,923 |  |

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 DECEMBER 2024

13. | DEFERRED TAX

£ |

| Balance at 1 January 2024 | (104,861 | ) |

| Credit to Income Statement during year | (115,586 | ) |

| Balance at 31 December 2024 | (220,447 | ) |

14. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | £ | £ |

| 700 | Ordinary share capital | 1 | 700 |  | 700 |  |

15. | RESERVES

| Capital |

| Retained |  | Share |  | redemption |

| earnings |  | premium |  | reserve |  | Totals

£ | £ | £ | £ |

| At 1 January 2024 | 804,154 |  | 9,000 |  | 300 |  | 813,454 |  |

| Deficit for the year | (365,478 | ) | - |  | - |  | (365,478 | ) |

| At 31 December 2024 | 438,676 |  | 9,000 |  | 300 |  | 447,976 |  |

16. | PENSION COMMITMENTS

| At the year end amounts totalling £37,598 (2023: £33,906) due to employee defined contribution pension schemes were included within creditors.

17. | RELATED PARTY DISCLOSURES

| During the year the the company recharged payroll costs of £33,993 (2023 - £nil) to the immediate parent company and was owed a balance of £33,993 (2023 - £nil) which has been included in trade debtors at the year-end. The company also made sales of £567,467 (2023 - £324,568) to fellow subsidiaries of the MDE Group AS group under common control and a balance of £104,582 (2023 - £84,234) was included in trade debtors at the year end. The company was charged expenses of £576,394 (2023 - £381,120) from fellow subsidiaries under common control and at the year end a balance of £128,671 (2023 - £128,396) was included in trade creditors

| At the year end date, the directors owed the company a total of £266 (2023 - £1,512). No interest was charged. Furthermore, no shares were repurchased by the company from directors and close family members during the year (2023 - £430,000).

18. | POST BALANCE SHEET EVENTS

| Post year-end, a decision has been made to exit the lease for the offices which has been reflected in the operating leases note.

MDE CONSULTANTS LTD (REGISTERED NUMBER: 08110758)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 31 DECEMBER 2024

19. | ULTIMATE CONTROLLING PARTY

| The immediate parent company is MDE Group AS, a company incorporated in Norway which is the parent of the largest and smallest group of which the company is a member. Consolidated financial statements can be obtained from MDE Group AS, Kontorveien 15, Level 5, 4033 Stavanger, Norway.

| The ultimate controlling party is S M Bjustveit.