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Registered number: 04835527 GEOEX MCG LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
GEOEX MCG LIMITED COMPANY INFORMATION
Directors | Pascal Lipsky
| Tom Wolden
| Pierre Benichou
Company secretary | K Thomas
Registered number | 04835527
Registered office | Global House
| Ashley Avenue
| Epsom
| Surrey
| KT18 5AD
Independent auditors | Accendo Consulting Ltd
| Chartered Certified Accountants & Statutory Auditors
| 4 Bloomsbury Square
| London
| WC1A 2RP
Bankers | Lloyds Bank Plc
| 64 High Street
| Epsom
| KT19 8AT
GEOEX MCG LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 4
Directors' Report | 5 - 9
Independent Auditors' Report | 10 - 13
Consolidated Statement of Comprehensive Income | 14
Consolidated Statement of Financial Position | 15 - 16
Company Statement of Financial Position | 17 - 18
Consolidated Statement of Changes in Equity | 19 - 22
Company Statement of Changes in Equity | 23 - 24
Consolidated Statement of Cash Flows | 25
Consolidated Analysis of Net Debt | 26
Notes to the Financial Statements | 27 - 52
GEOEX MCG LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 DECEMBER 2024
Introduction
Geoex MCG is an established oil and gas exploration business, focused on acquisition and provision of 2D, 3D and hybrid marine seismic data. Our foundations have been built on a proactive and decisive approach to identifying the right opportunities, and our ability to navigate the complex local regulations and maximising the potential of each exploration project. The core of our activities lies in identifying attractive areas for the exploration of natural energy resources and the design of geoscientific surveys. We procure data suitable for oil & gas exploration, CCUS monitoring, and natural hydrogen. Our versatile structure, local insight and opportunistic approach gives us a competitive advantage, ensuring we can react fast to secure the contracts we want. Once secured, our knowledge of and relationships with local authorities and the wealth of geophysical exploration experience, means that we are able secure valuable projects. We have a clear and agile business model giving us the flexibility to adapt to changing economic and political environment. Our highly experienced management and specialist geophysical exploration teams successfully identify and secure suitable opportunities and thereafter maximise each project’s potential. Our team has a track record of securing exploration projects in Norway, Morocco, Egypt, Equatorial Guinea, Mexico and Caribbean. Page 1
GEOEX MCG LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2024
Business review
The Geoex MCG Group comprises a Norwegian Branch and five wholly owned subsidiaries: Geoex Panama SA, located in Panama; Geoex MCG Pte Ltd, in Singapore; Geoex MCG LLC in Houston TX, USA; EICS de Mexico and MCG Mexico, each registered in Mexico. In February 2021 Geoex MCG Ltd acquired a 45% shareholding in Geoex Ltd Egypt. The Group provides marine seismic data to oil and gas companies worldwide on a multi-client basis. It specializes in planning, designing, acquiring, and processing seismic data and delivers high quality products to the oil and gas industry. Using its geological expertise and knowledge to identify offshore areas which it believes will be attractive for oil and gas companies to explore for hydrocarbons. The Group's core competencies are within geology, geophysics, seismic interpretation, and operations, these skills are brought together to provide attractive surveys for the oil and gas industry. The vision is to be the preferred supplier of high-quality multi-client seismic data in hydrocarbon prospective sedimentary basins. The Group's multi-client library consists of MC2D, MC3D and Hybrid surveys in Africa, Norway, Mexico, USA, the Caribbean and Asia Pacific. Key Events Following the successful acquisition of the PGS (now TGS) Norwegian Sea GeoStreamerXTM MC3D survey in 2023 covering 430sqkm of the Group’s existing Froan and Frøya MC3D project, acquiring data orthogonal to the Frøya project, GXM participated in 2024 in the acquisition of an extension to the 2023 area covering a further 411sqkm. The 2023 data was successfully processed in 2024 and delivered to the client in early 2025. Furthermore, GXM embarked on a test-reprocessing of 150sqkm area from the Quad35 Hybrid MC3D and a line from our Regional Deep Imaging (RDI) MC2D. Results from these are expected in 2025 and will facilitate prefunded, full reprocessing of both of our Quad35 Hybrid MC3Ds (1,380sqkm) and the RDI MC2D (16,250 km). The Group has also in 2024 commenced the reprocessing of data from Venezuela. The Group achieved a turnover of $7.01m (2023: $12.5m) during the year. Operating loss for the year was $2.9m (2023: profit $1.3m) and the net loss before tax was $2.7m (2023: profit $1.4m). As at the balance sheet date, the Group had net current assets of $3.7m (2023: $4.8m) and reserves of $8.08m (2023: $10.8m). Multi-client Data Library and Investments The main asset of the Group is the multi-client library of seismic 2D & 3D data. The net book value of this asset represents 34% of the total assets in the balance sheet. During the year the value of the multi-client library decreased by $1.7m, resulting in a net book value of $4.4m at the year end (2023: $6.1m). Segment Multi-Client operations The Group has limited long-term operational financial commitments and hires vessels and crew on a project by project basis. This provides the Group with the financial flexibility to meet changes in the market. The Group is well placed in terms of the volume of 2D marine seismic data held worldwide with more than 700,000 km of data. Looking at the balance sheet, 99% of the book value of the multi-client seismic library is related to library additions made since 2018. As such the Group's multi-client library is very fresh and maintains a high quality. Capital and Financing At the end of 2024, the Group's total cash balance amounted to $6.2m (2023: $4.6m). The Group has no interest-bearing debt. Page 2
GEOEX MCG LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2024 Cash Flow and Liquidity Cash generated / (used) in operating activities was $3m (2023: $3.6k). Cash used in investing activities was $1.39m (2023: $793k) and cash generated from / (used in) financing activities was -$3.9k (2023: -$2.7k).
Principal risks and uncertainties
Market risk The Group’s clients are exploration and production companies in oil and gas industry. Their activity level is closely linked to and varies with the price of hydrocarbon commodities. This impacts the Group’s profitability. The demand for seismic data is also closely linked to exploration results and licensing rounds. Changes to licensing rounds and disappointing explorations results, in addition to falling oil price, could have a material impact on the Group's profitability. Financial risk The Group is exposed to financial risks like changes in currency, liquidity and credit risk. The exposure to currency risk is limited as the functional currency of all entities in the Group is US dollar (USD) and the majority of revenues, seismic acquisition costs and bank deposits are in USD. However, Geoex MCG Limited pays operating expenses in Pound Sterling (GBP) and has bank deposits in USD, EUR, GBP and NOK. It is thereby impacted by fluctuations between USD and other currencies. The Group's liquidity risk is low in the short term. The Group is exposed to credit risk through trade receivables. The clients are mainly large oil and gas companies that are well known, and the Group uses best efforts to manage this risk. Excess cash is placed in bank deposits, largely in USD.
Financial key performance indicators
The management use the following KPIs to track the Group's performance:
1. | Main KPIs
|  |  |  | 2024 | 2023
|  |  |  | $'000 | $'000
| Revenue |  |  | 7,006 | 12,470
| Operating Profit / (loss) |  |  | (2,922) | 1,292
| Operating Profit / (loss) margin |  |  | (41.71%) | 10.36%
| Net Profit / (loss) |  |  | (2,733) | 1,393
Page 3
GEOEX MCG LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2024 This report was approved by the board and signed on its behalf.
................................................ Pascal Lipsky Director
Date: 11 September 2025
Page 4
GEOEX MCG LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 DECEMBER 2024 The directors present their report and the financial statements for the year ended 30 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The Group's principal activity is planning, acquiring, processing, and licensing quality multi-client 2D and 3D seismic surveys to Oil & Gas companies worldwide.
Results and dividends
The loss for the year, after taxation, amounted to $2,753,594 (2023 - profit $585,786). The directors recommend that no dividends be paid for the year.
Directors
The directors who served during the year were:
Pascal Lipsky
Tom Wolden
Pierre Benichou
Health and safety of employees
The well-being of the Group’s employees is safeguarded through strict adherence to health and safety standards. The Safety, Health and Welfare at Work Act 1989 imposes certain requirements on employers and the Group has taken the necessary action to ensure compliance with the Act, including the adoption of a Safety Statement. Page 5
GEOEX MCG LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2024
Environmental matters
The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations. The Group's activities involving the collection of seismic data means that there is a level of interaction with the external environment. We are continually working on our operational procedures in order to minimise any potential negative environmental impact and to maximise potential positive social impact on the people, communities and the surroundings in which we operate. We are dedicated to continuous improvements in all parts of our operation. The activities of the Group affect the external environment through the acquisition of seismic data. It buys seismic data acquisition services from vessel suppliers and continuously works on operational procedures to minimise the environmental impact on people and surroundings. No oil spills or other environmental damage occurred during the year. All vessels, contracted and subcontracted, complied with local and international regulations regarding marine pollution. There have been no injuries or accidents during the year.
Future developments
The main driver for our business is the oil price, which has been quite stable in 2024 with an average of approximately 80 USD per barrel. However, the oil price weakened towards the end of 2024 and this trend has continued into the early months of 2025. Uncertainty surrounding US trade policy and its effects on global demand is expected to keep oil prices at these lower levels and therefore our customers, the oil and gas companies, are expected to remain cautious in their seismic exploration spending during 2025. Oil and gas companies tell us that they will spend 80% of their exploration budget on near field exploration, also known as infrastructure led exploration (ILX) and the remaining 20% on new venture exploration such as proving new geological play types and separate big discoveries, preferably gas discoveries. GXM is a player in both these exploration trends. The Group has seen renewed interest in its data in Equatorial Guinea and Nicaragua and anticipates that further sales will be achieved in 2025. Furthermore, the Group will leverage its data library through the reprocessing of existing data in Norway and the Greater Caribbean Region.
Engagement with employees
It is our policy to treat all employees with the same level of professionalism regardless of their sex, sexual orientation, age, race, ethnic origin, colour, nationality, disability, or marital status. Furthermore, the Group believes that no employee should be prejudiced in any aspect of their employment or career development. To that end we will take appropriate measures for any instances of non-compliance with this policy. The Group is committed to creating a work environment free of harassment and bullying, where everyone is treated with dignity and respect. We are committed to promoting equal opportunities in all areas and to avoiding unlawful discrimination in employment and against our clients and customers. The Group remunerates its employees according to market conditions. Remuneration includes a fixed salary, insurance, occupational pension scheme and payments in kind which is common in comparable positions.
Engagement with suppliers, customers and others
We focus on working in partnership with our suppliers and customers to deliver consistent quality multi-client seismic data and seismic processing services on time and to budget. Page 6
GEOEX MCG LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2024
Qualifying third party indemnity provisions
The Group has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third-party indemnity provision remained in force during the year end and as at the date of approving the directors’ report.
Branches outside the United Kingdom
The Group operates via a branch in Norway.
Matters covered in the Group Strategic Report
Information, such as principal risks and uncertainties are not included within Directors’ Report but have instead been covered in the Strategic Report. Page 7
GEOEX MCG LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2024
Statement of corporate governance arrangements
Geoex MCG Limited ("the Group") is committed to maintaining high standards of corporate governance. We believe that effective corporate governance is essential to the well-being of the Group and establishes the framework by which we conduct ourselves in servicing our client's needs, achieving strategic goals, and delivering value to our shareholders. The Group is registered in the UK as a private limited Group, which gives more flexibility in the decision-making process. Corporate Social Responsibility Corporate Social Responsibility is an integral part of the Geoex way of doing business. Its corporate mission is to achieve world-leading performance through persistence, dedication, and full commitment to quality. Furthermore, supplying global seismic solutions through dedicated and experienced people. We believe the Group's commitment to core values like business integrity, respect for others, fair play and honesty is key to realising our corporate mission. Geoex MCG Limited considers how all parts of the Group's operational activities can potentially impact them. This consideration includes thorough planning of all projects, extensive communication with regulatory bodies and local communities (including permitting processes), quality based selection of local representatives and partners. The Group is committed to respecting the communities in which we operate by becoming familiar with and showing consideration to local cultures, customs and values. We seek to support local society by recruiting from the resident work force wherever possible, and aim to act as a positive influence within these communities. The Group endeavours to ensure that security services are only used where deemed necessary and that the provision of security is in accordance with international standards of best practice and the laws of the countries in which we operate. We act with fairness in our business practices and do not use our dealings with political organisations or our business partners to secure an unfair advantage over others. The Group focuses specifically on compliance, anti-corruption and safe and environmentally friendly execution of our seismic projects. Anti-Corruption and Compliance Geoex MCG Limited shall actively combat bribery and corruption and we shall act professionally, fairly and with integrity in all our business dealings and relationships wherever we operate. The Geoex Code of Conduct and Anti-Corruption Policy describes the requirements in terms of business ethics and conduct which apply to its business activities. The Group is committed to comply with all legal and ethical requirements of the industry. The Group operates in several high risk countries which puts an obligation on us to act diligently. Our policies emphasize the Group's zero tolerance approach to bribery and corruption. Our policies expressly prohibit bribery and other illegal payments as well as giving guidance on gifts and hospitality. We investigate all potential violations of our policies or of any applicable anti-corruption laws. Our policies are continually assessed to identify weaknesses and areas for improvement. Page 8
GEOEX MCG LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2024
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditors
The auditors, Accendo Consulting Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ Pascal Lipsky Director
Date: 11 September 2025
Page 9
GEOEX MCG LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GEOEX MCG LIMITED
Opinion
We have audited the financial statements of Geoex MCG Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 December 2024 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 10
GEOEX MCG LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GEOEX MCG LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 11
GEOEX MCG LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GEOEX MCG LIMITED (CONTINUED)
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 an Auditors' Report 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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Extent to which the audit was considered capable of detecting irregularities, including fraud: We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. Identifying and assessing potential risks related to irregularities: In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: The nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets; results of our enquiries of management about their own identification and assessment of the risks of irregularities and any matters we identified having reviewed the Group’s policies and procedures; the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Group operates in and focused on those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006 and local tax legislation. Audit response to risks identified As a result of performing the above, we identified revenue recognition as key audit matter related to the potential risk of fraud. Our procedures to respond to risks identified included the following: - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; - enquiring of management, concerning actual and potential litigation and claims; - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; Page 12
GEOEX MCG LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GEOEX MCG LIMITED (CONTINUED) - obtaining an understanding of provisions and discussing with management to understand the basis of recognition or non-recognition of tax provisions; and in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' Report.
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 Auditors' 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. R M Asif Rafique (Senior Statutory Auditor) for and on behalf of Accendo Consulting Ltd Chartered Certified Accountants & Statutory Auditors 11 September 2025 Page 13
GEOEX MCG LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 DECEMBER 2024
| 2024 | 2023
Note | $ | $
Turnover | 5 | 7,005,688 | 12,469,500
Cost of sales |  | (5,496,812) | (6,770,275)
Gross profit |  | 1,508,876 | 5,699,225
Administrative expenses |  | (4,291,196) | (4,410,425)
Other operating income | 6 | 54,772 | 45,965
Fair value movements |  | (194,453) | (42,550)
Operating (loss)/profit | 7 | (2,922,001) | 1,292,215
Interest receivable and similar income | 11 | 193,960 | 106,527
Interest payable and similar expenses | 12 | (5,154) | (6,098)
(Loss)/profit before tax |  | (2,733,195) | 1,392,644
Tax on (loss)/profit | 13 | (20,399) | (806,858)
(Loss)/profit for the financial year |  | (2,753,594) | 585,786
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 2,753,594 | (585,786)
|  | 2,753,594 | (585,786)
Total comprehensive income attributable to: |
There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
There was no other comprehensive income for 2024 (2023:$NIL).
The notes on pages 27 to 52 form part of these financial statements.
Page 14
GEOEX MCG LIMITED REGISTERED NUMBER: 04835527 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 4,433,659 |  | 6,110,594
Tangible assets | 15 |  | 64,572 |  | 53,882
Investments | 16 |  | 13,622 |  | 159
|  |  | 4,511,853 |  | 6,164,635
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 2,326,309 |  | 6,281,820 |
Cash at bank and in hand | 18 | 6,184,868 |  | 4,561,556 |
|  | 8,511,177 |  | 10,843,376 |
Creditors: amounts falling due within one year | 19 | (4,777,254) |  | (6,004,107) |
Net current assets |  |  | 3,733,923 |  | 4,839,269
Total assets less current liabilities |  |  | 8,245,776 |  | 11,003,904
Creditors: amounts falling due after more than one year | 20 |  | (154,068) |  | (158,373)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 23 | (13,242) |  | (13,471) |
|  |  | (13,242) |  | (13,471)
Net assets excluding pension asset |  |  | 8,078,466 |  | 10,832,060
Net assets |  |  | 8,078,466 |  | 10,832,060
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 132,589 |  | 132,589
Share premium account | 25 |  | 4,942,982 |  | 4,942,982
Merger reserve | 25 |  | 4,433,407 |  | 4,433,407
Profit and loss account | 25 |  | (1,430,512) |  | 1,323,082
Equity attributable to owners of the parent Company |  |  | 8,078,466 |  | 10,832,060
|  |  | 8,078,466 |  | 10,832,060
Page 15
GEOEX MCG LIMITED REGISTERED NUMBER: 04835527 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Pascal Lipsky
Director
Date: 11 September 2025
The notes on pages 27 to 52 form part of these financial statements. Page 16
GEOEX MCG LIMITED REGISTERED NUMBER: 04835527 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 4,433,659 |  | 6,110,594
Tangible assets | 15 |  | 55,291 |  | 53,882
Investments | 16 |  | 14,722 |  | 159
|  |  | 4,503,672 |  | 6,164,635
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 2,773,201 |  | 6,873,086 |
Cash at bank and in hand | 18 | 5,655,728 |  | 4,075,743 |
|  | 8,428,929 |  | 10,948,829 |
Creditors: amounts falling due within one year | 19 | (4,966,808) |  | (6,478,389) |
Net current assets |  |  | 3,462,121 |  | 4,470,440
Total assets less current liabilities |  |  | 7,965,793 |  | 10,635,075
Creditors: amounts falling due after more than one year | 20 |  | (1,739,315) |  | (1,707,372)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 23 | (13,242) |  | (13,471) |
|  |  | (13,242) |  | (13,471)
Net assets excluding pension asset |  |  | 6,213,236 |  | 8,914,232
Net assets |  |  | 6,213,236 |  | 8,914,232
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 132,589 |  | 132,589
Share premium account | 25 |  | 4,942,982 |  | 4,942,982
Merger reserve | 25 |  | 4,433,407 |  | 4,433,407
Profit and loss account brought forward |  | (594,746) |  | (1,185,650) |
Loss/(profit) for the year |  | (2,700,996) |  | 590,904 |
Profit and loss account carried forward |  |  | (3,295,742) |  | (594,746)
|  |  | 6,213,236 |  | 8,914,232
Page 17
GEOEX MCG LIMITED REGISTERED NUMBER: 04835527 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Pascal Lipsky
Director
Date: 11 September 2025
The notes on pages 27 to 52 form part of these financial statements. Page 18
GEOEX MCG LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 DECEMBER 2024
| Called up share capital | Share premium account | Merger reserve | Profit and loss account | Equity attributable to owners of parent Company
| $ | $ | $ | $ | $
At 31 December 2023 | 132,589 | 4,942,982 | 4,433,407 | 1,323,082 | 10,832,060
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (2,753,594) | (2,753,594)
Other comprehensive income for the year | - | - | - | - | -
Total comprehensive income for the year | - | - | - | (2,753,594) | (2,753,594)
Total transactions with owners | - | - | - | - | -
At 30 December 2024 | 132,589 | 4,942,982 | 4,433,407 | (1,430,512) | 8,078,466
| Total equity
| $
At 31 December 2023 | 10,832,060
Comprehensive income for the year |
Loss for the year | (2,753,594)
Other comprehensive income for the year | -
Total comprehensive income for the year | (2,753,594)
Total transactions with owners | -
At 30 December 2024 | 8,078,466
Page 19
GEOEX MCG LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2024
| The notes on pages 27 to 52 form part of these financial statements.
Page 20
GEOEX MCG LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 DECEMBER 2023
| Called up share capital | Share premium account | Merger reserve | Profit and loss account | Equity attributable to owners of parent Company
| $ | $ | $ | $ | $
At 1 December 2022 | 131,247 | 4,909,835 | 4,433,407 | 737,296 | 10,211,785
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 585,786 | 585,786
Other comprehensive income for the year | - | - | - | - | -
Total comprehensive income for the year | - | - | - | 585,786 | 585,786
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | 1,342 | 33,147 | - | - | 34,489
Total transactions with owners | 1,342 | 33,147 | - | - | 34,489
At 30 December 2023 | 132,589 | 4,942,982 | 4,433,407 | 1,323,082 | 10,832,060
Page 21
GEOEX MCG LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) FOR THE YEAR ENDED 30 DECEMBER 2023
| Total equity
| $
At 1 December 2022 | 10,211,785
Comprehensive income for the year |
Profit for the year | 585,786
Other comprehensive income for the year | -
Total comprehensive income for the year | 585,786
Contributions by and distributions to owners |
Shares issued during the year | 34,489
Total transactions with owners | 34,489
At 30 December 2023 | 10,832,060
| The notes on pages 27 to 52 form part of these financial statements.
Page 22
GEOEX MCG LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 DECEMBER 2024
| Called up share capital | Share premium account | Merger reserve | Profit and loss account | Total equity
| $ | $ | $ | $ | $
At 31 December 2023 | 132,589 | 4,942,982 | 4,433,407 | (594,746) | 8,914,232
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (2,700,996) | (2,700,996)
Other comprehensive income for the year | - | - | - | - | -
Total comprehensive income for the year | - | - | - | (2,700,996) | (2,700,996)
Total transactions with owners | - | - | - | - | -
At 30 December 2024 | 132,589 | 4,942,982 | 4,433,407 | (3,295,742) | 6,213,236
| The notes on pages 27 to 52 form part of these financial statements.
Page 23
GEOEX MCG LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 DECEMBER 2023
| Called up share capital | Share premium account | Merger reserve | Profit and loss account | Total equity
| $ | $ | $ | $ | $
At 1 December 2022 | 131,247 | 4,909,835 | 4,433,407 | (1,185,650) | 8,288,839
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 590,904 | 590,904
Other comprehensive income for the year | - | - | - | - | -
Total comprehensive income for the year | - | - | - | 590,904 | 590,904
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | 1,342 | 33,147 | - | - | 34,489
Total transactions with owners | 1,342 | 33,147 | - | - | 34,489
At 30 December 2023 | 132,589 | 4,942,982 | 4,433,407 | (594,746) | 8,914,232
| The notes on pages 27 to 52 form part of these financial statements.
Page 24
GEOEX MCG LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | $ | $
Cash flows from operating activities |  |
(Loss)/profit for the financial year | (2,733,195) | 1,392,644
Adjustments for: |  |
Amortisation of intangible assets | 2,376,567 | 2,895,632
Depreciation of tangible assets | 33,139 | 22,780
Impairments of fixed assets | 628,107 | (127,499)
Loss on disposal of tangible assets | 2,307 | 2,783
Decrease/(increase) in debtors | 3,715,626 | (4,476,112)
Decrease in amounts owed by associates | 14,785 | -
(Decrease)/increase in creditors | (1,201,859) | 1,063,064
Net fair value losses recognised in P&L | 199,506 | 39,703
Corporation tax (paid) | (20,399) | (809,393)
Net cash generated from operating activities | 3,014,584 | 3,602
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (1,327,739) | (801,349)
Purchase of tangible fixed assets | (46,136) | (13,317)
Sale of listed investments | - | 21,927
Purchase of unlisted and other investments | (13,463) | -
Net cash from investing activities | (1,387,338) | (792,739)
Cash flows from financing activities |  |
Repayment of loans | (3,934) | (2,675)
Net cash used in financing activities | (3,934) | (2,675)
Net increase/(decrease) in cash and cash equivalents | 1,623,312 | (791,812)
Cash and cash equivalents at beginning of year | 4,561,556 | 5,353,368
Cash and cash equivalents at the end of year | 6,184,868 | 4,561,556
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 6,184,868 | 4,561,556
| 6,184,868 | 4,561,556
The notes on pages 27 to 52 form part of these financial statements.
Page 25
GEOEX MCG LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 30 DECEMBER 2024
| At 31 December 2023 | Cash flows | At 30 December 2024
| $ | $ | $
Cash at bank and in hand | 4,561,556 | 1,623,312 | 6,184,868
Debt due after 1 year | (158,373) | 4,305 | (154,068)
Debt due within 1 year | (2,776) | (371) | (3,147)
| 4,400,407 | 1,627,246 | 6,027,653
The notes on pages 27 to 52 form part of these financial statements.
Page 26
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
2. | General information
Geoex MCG Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. 3.Accounting policies
| 3.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 4). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 3.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2020.
| 3.3 | Going concern
The directors assess whether the use of going concern is appropriate i.e., whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the group to continue as a going concern. The directors have performed a robust analysis of the forecasted financial performance of the group and make this assessment in respect of a period of at least one year from the date of authorisation for issue of the financial statements. The directors have concluded that the group has adequate resources to continue in operational existence for the foreseeable future and there are no material uncertainties about the group's ability to continue as a going concern, thus they continue to adopt the going concern basis of accounting in preparing the financial statements. Page 27
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 28
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. The company's specific principles are described in more detail below. Sales of multi-client library data Revenue from contracts with customers arise primarily from sale of licenses granting the customers access to portions of the Group's multi-client data library. Sale before completion of the individual projects (Pre-funding arrangements): The Group receives funding from a limited number of customers at the start of some seismic projects or before the project is completed. The Group recognises such pre-funding from customers as deferred revenue. When the seismic project has been completed, and the customer has received the data or has the right to access the licensed portion of the data library, the deferred revenue is transferred from deferred revenue in the balance sheet and recognised as revenue in the income statement. Sales after completion of individual projects (late sales): The Group grants licenses to customers which entitles the customers to have access to a specially defined portion of the Group's completed multi-client data library. The Group recognises revenue from late sales when the customer has signed a license agreement and has received the data or has the right to access the licensed portion of the data library, the customer's license payment is fixed and determinable, and enforcement of the claim is considered reasonably assured. The Group evaluates whether there are separate performance obligations in the contract and allocates a portion of the transaction price to the separate performance obligations. The performance obligations are mainly considered satisfied upon completion of processing of the survey and granting of access to the finished survey or delivery of the finished data.
| 3.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 29
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 3.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 3.9 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 3.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 30
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.11 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The intangible assets consist of the multi-client library. The multi-client library includes completed and in-progress geophysical and geological data to be licensed on a non-exclusive basis to oil and gas exploration and production companies. The costs directly attributable to data acquisition and processing are capitalised to the multi-client library. The library can also include the cost of data purchased from third parties. The library of multi-client seismic data is presented at cost reduced by accumulated amortisation and impairment. Cost items include: 1. Vessel Acquisition Costs - all cost items invoiced by vessel owner in relation to acquisition of seismic data including gravimetric and/or magnetic geophysical data for a given project. 2. Direct Project Costs - all costs items that add value and are incurred directly in connection with acquisition of a given project. These costs include but are not limited to: a. Permitting/licensing/environmental fees - fees required to operate in each area. b. Fishing representative and quality control representative (client representative) - costs incurred for 3rd party services in connection with monitoring of compliance with data quality or regulatory matters. c. Chase vessel costs. d. External geophysical services. 3. Data Processing Costs - all cost items invoiced by data processing supplier whether it is an acquisition project or a reprocessing project, including processing of gravimetric and/or magnetic geophysical data. 4. Other costs - all other costs not specifically mentioned in the above are not to be capitalised and should therefore be expensed as incurred. Examples of such costs include but are not limited to the below items: • Shipping and tape copying costs • Data management and storage costs • Commission costs/brokers fees. Amortisation of Multi-Client Library • Upon initial completion of a project, amortisation will be recognised as a proportion of prefunded revenues based on total cost versus forecasted total revenues of the project. • After a project is completed, a straight-line amortisation is applied. The straight-line amortisation will be assigned over the remaining useful life, which for new acquisition projects will not Page 31
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.11 | Intangible assets (continued)
exceed four years. The straight-line amortisation will be distributed evenly through the financial year independently of sales during the quarters. Reprocessing of previously completed surveys are handled in a separate project in the WIP phase. The reprocessing expenses are not amortised in the WIP period, while the value of underlying data continues normal amortisation programme in the reprocessing work-in-progress period. Amortisation in the late sales phase The acquisition expenses for reprocessing are added to the NBV of the reprocessed project from the first quarter after completion of the reprocessing. Management will estimate the lifetime of the compound project to calculate the straight-line amortisation. The assessment will be conducted for each of the projects individually. The lifetime of the initial project cannot be expanded by more than 2 years, and the compound project amortisation cannot exceed 4 years after the start of the late sales phase.
| 3.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 25% |
|  |  |  | Office equipment | - | 25% |
|  |  |  | Computer equipment | - | 25% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 32
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.13 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 3.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 3.15 | Associates and joint ventures
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control. An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition. Any premium on acquisition is dealt with in accordance with the goodwill policy.
| 3.16 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 33
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 3.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 3.19 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.
| 3.20 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 3.21 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are Page 34
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.21 | Financial instruments (continued)
subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary Page 35
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 3.Accounting policies (continued)
| 3.21 | Financial instruments (continued)
course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 36
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
4. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, use estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are considered to be reasonable under the circumstances. The estimates and underlying assumptions are reviewed on an ongoing basis. Estimates and assumptions which represent a significant risk for material adjustments in carrying amounts of assets and liabilities within the next financial year, are presented below. Amortisation and impairment of Multi-client library In determining the amortisation rates applied to the multi-client library and for impairment testing, management considers past experience, market developments, general prospects for hydrocarbons in the area, political risk, likelihood and timing of exploration licensing rounds, existence of competitor data sets and general economic conditions. Because of the inherent difficulty in estimating future sales and market developments, changes in these estimates may potentially affect the estimated amortisation rates materially. To the extent that such revenue estimates, or the assumptions used to make those estimates, prove to be higher than actual revenue, the company's future operations will reflect lower profitability due to increased amortisation applied to the multi-client library in later years. The future sales forecasts also form the basis for impairment evaluations. The multi-client library is assessed for impairment when there is an indication that the carrying amount may exceed the recoverable amount. The recoverable amount is the higher of the asset's fair value less costs required to sell the asset and its value in use. The value in use is determined by reference to discounted future net cash flows expected to be generated by the asset.
5. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Sale and licensing of seismic surveys after completion | 6,808,636 | 12,320,500
| Other sales and licensing | 197,052 | 149,000
|  | 7,005,688 | 12,469,500
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Europe | 4,230,336 | 1,436,349
| Rest of the world | 2,775,352 | 11,033,151
|  | 7,005,688 | 12,469,500
Page 37
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
6. | Other operating income
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Other operating income | 50,143 | 29,381
| Net rents receivable | 4,629 | 16,584
|  | 54,772 | 45,965
7. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Exchange differences | 24,315 | 48,361
8. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 40,531 | 44,893
Page 38
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
9. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | $ | $ | $ | $
| Wages and salaries | 2,098,229 | 2,271,919 | 1,632,775 | 1,748,340
| Social security costs | 257,865 | 264,934 | 222,978 | 224,951
| Cost of defined contribution scheme | 130,770 | 140,289 | 130,770 | 140,289
|  | 2,486,864 | 2,677,142 | 1,986,523 | 2,113,580
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2024 | 2023 | 2024 | 2023
|  |  | No. | No. | No. | No.
|  | Administration and management | 17 | 17 | 14 | 14
10. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Directors' emoluments | 432,144 | 502,638
| Group contributions to defined contribution pension schemes | 76,565 | 92,805
|  | 508,709 | 595,443
| During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
11. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Other interest receivable | 193,960 | 106,527
|  | 193,960 | 106,527
Page 39
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
12. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Bank interest payable | - | 6,098
| Other interest payable | 5,154 | -
|  | 5,154 | 6,098
13. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Foreign tax |  |
| Foreign tax on income for the year | 20,399 | 809,393
|  | 20,399 | 809,393
| Total current tax | 20,399 | 809,393
| Deferred tax |  |
| Origination and reversal of timing differences | - | (2,535)
| Total deferred tax | - | (2,535)
|  | 20,399 | 806,858
Page 40
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 13.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| (Loss)/profit on ordinary activities before tax | (2,733,195) | 1,392,644
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | (683,299) | 327,550
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 5,567 | 3,902
| Capital allowances for year in excess of depreciation | (2,647) | 1,903
| Utilisation of tax losses and double tax relief | - | (333,355)
| Short-term timing difference leading to an increase (decrease) in taxation | - | (2,535)
| Foreign withholding tax | 20,399 | 809,393
| Unrelieved tax losses carried forward | 680,379 | -
| Total tax charge for the year | 20,399 | 806,858
Page 41
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
14. | Intangible assets
| Group and Company
|  | Multi-client library | Goodwill | Total
|  | $ | $ | $
| Cost |  |  |
| At 31 December 2023 | 51,121,017 | (3,198,935) | 47,922,082
| Additions | 1,327,739 | - | 1,327,739
| At 30 December 2024 | 52,448,756 | (3,198,935) | 49,249,821
| Amortisation |  |  |
| At 31 December 2023 | 45,010,423 | (3,198,935) | 41,811,488
| Charge for the year on owned assets | 2,376,567 | - | 2,376,567
| Impairment charge | 628,107 | - | 628,107
| At 30 December 2024 | 48,015,097 | (3,198,935) | 44,816,162
| Net book value |  |  |
| At 30 December 2024 | 4,433,659 | - | 4,433,659
| At 30 December 2023 | 6,110,594 | - | 6,110,594
| The intangible assets consist of the multi-client library. The multi-client library includes completed and in-progress geophysical and geological data to be licensed on a non-exclusive basis to oil and gas exploration and production companies.
Page 42
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
15. | Tangible fixed assets
| Group
|  | Plant and machinery | Office equipment | Computer equipment | Total
|  | $ | $ | $ | $
| Cost or valuation |  |  |  |
| At 31 December 2023 | 77,534 | 134,100 | 44,011 | 255,645
| Additions | - | 46,136 | - | 46,136
| Disposals | (1,468) | (14,022) | - | (15,490)
| At 30 December 2024 | 76,066 | 166,214 | 44,011 | 286,291
| Depreciation |  |  |  |
| At 31 December 2023 | 60,479 | 97,273 | 44,011 | 201,763
| Charge for the year on owned assets | 4,161 | 28,978 | - | 33,139
| Disposals | (1,254) | (11,929) | - | (13,183)
| At 30 December 2024 | 63,386 | 114,322 | 44,011 | 221,719
| Net book value |  |  |  |
| At 30 December 2024 | 12,680 | 51,892 | - | 64,572
| At 30 December 2023 | 17,055 | 36,827 | - | 53,882
Page 43
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 15.Tangible fixed assets (continued)
| Company
|  | Plant and machinery | Office equipment | Total
|  | $ | $ | $
| Cost or valuation |  |  |
| At 31 December 2023 | 77,534 | 104,961 | 182,495
| Additions | - | 22,552 | 22,552
| Disposals | (1,468) | (14,022) | (15,490)
| At 30 December 2024 | 76,066 | 113,491 | 189,557
| Depreciation |  |  |
| At 31 December 2023 | 60,479 | 68,134 | 128,613
| Charge for the year on owned assets | 4,161 | 14,675 | 18,836
| Disposals | (1,254) | (11,929) | (13,183)
| At 30 December 2024 | 63,386 | 70,880 | 134,266
| Net book value |  |  |
| At 30 December 2024 | 12,680 | 42,611 | 55,291
| At 30 December 2023 | 17,055 | 36,827 | 53,882
Page 44
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
16. | Fixed asset investments
| Group
|  | Investments in associates
|  | $
| Cost or valuation |
| At 31 December 2023 | 159
| Additions | 13,463
| At 30 December 2024 | 13,622
| Company
|  | Investments in associates
|  | $
| Cost or valuation |
| At 31 December 2023 | 159
| Additions | 14,563
| At 30 December 2024 | 14,722
Page 45
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Geoex Panama S.A. | C/o M George & Asociados, Ave. Samuel Lewis, Edificio Comosa, E.P.1 oficina 9, Apdo. 0819-12044, Republic of Panama | Ordinary | 100%
| Geoex MCG LLC | 5251 Westheimer, Suite 600, Houston, TX 77056, USA | Ordinary | 100%
| Mulit Client Geophyiscal (Pte) Ltd | 1 Harbourfront Avenue #14-07, Keppel Bay Tower , Singapore. 098632 | Ordinary | 100%
| Mulitclient Geophysical Mexico | Presidente Masaryk 111 Piso 1, Polanco V Sección, Miguel Hidalgo, C.P. 11560, Ciudad de México | Ordinary | 100%
| EICS de Mexico, S. de R.L. de C.V. | Presidente Masaryk 111 Piso 1, Polanco V Sección, Miguel Hidalgo, C.P. 11560, Ciudad de México | Ordinary | 100%
| The aggregate of the share capital and reserves as at 30 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | $ | $
| Geoex Panama S.A. | 1,802,072 | (9,649)
| Geoex MCG LLC | 326,476 | (2,150)
| Mulit Client Geophyiscal (Pte) Ltd | (12,129) | (8,183)
| Mulitclient Geophysical Mexico | (80,030) | -
| EICS de Mexico, S. de R.L. de C.V. | (149,350) | (33,446)
Page 46
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
17. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | $ | $ | $ | $
| Trade debtors | 2,072,415 | 5,850,370 | 2,072,415 | 5,850,370
| Amounts owed by group undertakings | - | - | 463,028 | 609,474
| Amounts owed by joint ventures and associated undertakings | - | 214,291 | - | 214,291
| Other debtors | 67,112 | 47,891 | 50,976 | 29,683
| Prepayments and accrued income | 186,782 | 169,268 | 186,782 | 169,268
|  | 2,326,309 | 6,281,820 | 2,773,201 | 6,873,086
18. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | $ | $ | $ | $
| Cash at bank and in hand | 6,184,868 | 4,561,556 | 5,655,728 | 4,075,743
|  | 6,184,868 | 4,561,556 | 5,655,728 | 4,075,743
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | $ | $ | $ | $
| Bank loans | 3,147 | 2,776 | - | -
| Trade creditors | 1,447,964 | 1,305,410 | 1,441,099 | 1,785,079
| Amounts owed to group undertakings | - | - | 228,247 | -
| Other taxation and social security | 83,574 | 348,998 | 83,574 | 348,998
| Other creditors | 678,638 | 1,998,351 | 676,204 | 1,998,351
| Accruals and deferred income | 2,563,931 | 2,348,572 | 2,537,684 | 2,345,961
|  | 4,777,254 | 6,004,107 | 4,966,808 | 6,478,389
Page 47
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | $ | $ | $ | $
| Bank loans | 154,068 | 158,373 | - | -
| Amounts owed to group undertakings | - | - | 1,739,315 | 1,707,372
|  | 154,068 | 158,373 | 1,739,315 | 1,707,372
One of the Group's subsidiaries received COVID related loan of $150k in July 2020. The loan is repayble in 30 years in monthly instalments of $731 each. The interest is payable at 3.75% per annum. The loan and interest payments were deferred for 30 months from start date.
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2024 | 2023
|  | $ | $
| Amounts falling due within one year |  |
| Bank loans | 3,147 | 2,776
|  | 3,147 | 2,776
| Amounts falling due 1-2 years |  |
| Bank loans | 3,016 | 2,882
|  | 3,016 | 2,882
| Amounts falling due 2-5 years |  |
| Bank loans | 9,755 | 9,323
|  | 9,755 | 9,323
| Amounts falling due after more than 5 years |  |
| Bank loans | 141,297 | 146,168
|  | 141,297 | 146,168
|  | 157,215 | 161,149
Page 48
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
22. | Financial instruments
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | $ | $ | $ | $
| Financial assets |  |  |  |
| Financial assets measured at fair value through profit or loss | 6,184,868 | 4,561,556 | 5,655,728 | 4,075,743
23. | Deferred taxation
| Group
|  | 2024 | 2023
|  | $ | $
| At beginning of year | (13,471) | (15,213)
| Charged to profit or loss | 229 | 1,742
| At end of year | (13,242) | (13,471)
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | $ | $ | $ | $
| Accelerated capital allowances | (13,242) | (13,471) | (13,242) | (13,471)
|  | (13,242) | (13,471) | (13,242) | (13,471)
Page 49
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
24. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 100,955 (2023 - 100,955) Ordinary shares of £1.00 each | 132,476 | 132,476
|  | 2 (2023 - 2) Class A Non-voting shares of £1.00 each | 3 | 3
|  | 87 (2023 - 110) Class B Ordinary shares of £1.00 each | 110 | 110
|  |  | 132,589 | 132,589
25. | Reserves
Merger Reserve During 2020 the parent company merged with its Norwegian subsidiary, which was struck off from the Norwegian registry. The Group has prepared the financial statements using the Merger accounting basis and as such all comparative figures have been restated to reflect the balances as if the combining entities had always been part of the same reporting entity. Page 50
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
26. | Contingent liabilities
The Group is a respondent in arbitration proceedings brought by a Russian entity, under the rules of a European Union based Arbitration Institute. The claim relates to an invoice of USD 1.17 million issued prior to the imposition of international sanctions on Russia in 2022. The Group has recognised this amount as a liability in its accounting records; however, payment has not been made as settlement would currently breach applicable sanctions legislation. Arbitration hearings were held in early 2025, and an award was initially expected in August 2025. However, following the hearing, the arbitral secretariat and the tribunal have sought additional advances on costs and, more recently, have suspended collection of further payments while conducting compliance checks in relation to sanctions. The tribunal has also requested an extension of up to one year for issuing its decision. The Group’s legal advisers consider that these developments reflect uncertainty as to whether the arbitral secretariat and the tribunal themselves can lawfully accept funds from the claimant, a sanctioned entity. As at 31 December 2024, the Group has incurred significant legal and professional costs in connection with this matter. These have been recognised as expenses in the Statement of Comprehensive Income for the year ended 31 December 2024. The arbitration remains ongoing and its outcome is uncertain. The Group continues to maintain that it is legally prohibited from making any payment to claimant under current sanctions regimes. Even if an adverse award were made, enforcement in the UK and EU would be subject to significant restrictions under international sanctions law. Accordingly, while the proceedings remain unresolved, the Directors consider that no additional provision is required beyond the liability already recognised for the original invoice. The situation will be kept under review in light of future developments. If the arbitration remains unresolved for an extended period, the Directors intend to take the approach of offsetting the legal costs incurred defending this matter, against the liability already recognised.
27. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to $131k (2023: $140k). Contributions totalling $18k (2023: $2k) were payable to the fund at the reporting date and are included in creditors. Page 51
GEOEX MCG LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024
28. | Commitments under operating leases
| At 30 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2024 | 2023
|  | $ | $
| Not later than 1 year | 154,417 | 121,921
| Later than 1 year and not later than 5 years | 260,440 | 114,670
| Later than 5 years | 54,304 | -
|  | 469,161 | 236,591
29. | Related party transactions
| The Group has taken advantage of the exemption under paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the group. During the year, total dividends of $Nil (2023: $Nil) were paid to directors. During the year, the remuneration paid to key management personnel was $1.3m (2023: $1.4m). At the year end, following balances were owed by associated companies: Geoex Egypt Ltd: $Nil (2023: $200k). The balance of $200k has been written off during the year as it is unlikely to recover. H2AU Ltd: $4k (2023: $4k).
30. | Controlling party
The ultimate controlling parties are P Lipsky and P Benichou by virtue of their majority shareholdings in the parent company.
Page 52