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

Principal activities
The principal activities of the company are as a holding company, and the provision of management services to group companies.

The principal activity of the group and its subsidiaries (“the Group”) is the supply of flow assurance technology which provides chemical free, non-intrusive scale and bacterial control for the energy industry.

The Directors consider turnover and EBITDA to be key performance indicators in their ability to monitor the Group’s strategic and operational effectiveness. Group turnover for 2024 was $3,195,106 (2023 - $3,960,599) and EBITDA was $87,118 (2023 - $1,000,356).

Trading conditions in 2024 were challenging, including the loss of a major client in Canada. That said, we made progress in other markets and remained EBITDA profitable as a Group.

The group continued to advance its technology and deepen its understanding of optimal deployment environments, ensuring more effective application of its systems. During the year, the sales team refocused on the artificial lift market, notably Electrical Submersible Pumps ("ESPs") and Rod Pumps, where Clearwell units have demonstrated strong performance.

Development commenced on a new unit specifically designed for ESP applications. This product will be launched in 2025.

The loss for the year for the Group was $1,410,962 (2023 - $597,494). Net liabilities for the Group were $6.2m (2023 - $4.9m), which includes shareholder loan notes of $8.5m (2023 - $7.9m) which are repayable by the end of 2028 or earlier in the event of a total sale, disposal or listing.

The group faces the economic risks associated with the oil sector, particularly the oil price and its effect on the levels of activity in the industry. The Directors and senior management continue to monitor the economic environment and future outlook for the energy sector.

The group continues to monitor any potential effects of Brexit, which to date have not had a material impact on its operations.

Financial risk management is dealt with below.

Trading in 2025 has started reasonably well, with a healthy pipeline of new opportunities. The Group has strengthened its team through the recruitment of a Technical Director and Sales Manager with significant expertise in the ESP market, enhancing both engineering support and business development capabilities.

Research and development efforts continue, focusing on bacterial applications and the development and testing of the ESP unit, ready for commercial rollout. Based on customer feedback and initial interest, the Group expects this new product to generate significant revenue from early 2026, supporting its strategic growth objectives.

The consolidated financial statements report an EBITDA of $0.1m (2023: $1.0m), net current assets of $0.9m (2023: $1.1m), and net liabilities of $6.2m (2023: $4.9m). Included within net liabilities are shareholder loan notes of $8.5m (2023: $7.9m) which are due to be repaid by the end of 2028 or earlier in the event of a total sale, disposal or listing.

In making their assessment of going concern, the group have prepared a detailed consolidated forecast out to the end of 2026, including profit and loss account, cash flow and balance sheet projections to satisfy its going concern position. These projections have included appropriate sensitivity analysis. The company and its subsidiaries will continue to reforecast regularly throughout the remainder of 2025 and beyond.

The forecasts give confidence to the board that the company and its subsidiaries will be able to meet their liabilities as they fall due from their existing facilities. In making this assessment, the board have considered a period of at least 12 months from the date of approval of these financial statements.

As a result, the group’s financial statements and those of the subsidiaries have been prepared on a going concern basis.

The group’s activities expose it to a number of financial risks, the main ones being foreign currency exposure and credit risk. The Group does not use derivatives to manage financial risk or for speculative purposes.

The group’s technology is being marketed around the world. As our turnover in foreign currencies increases, appropriate currency hedging strategies may be employed to minimise risks from currency fluctuation. In most countries we will aim to be paid in USD or GBP, our two main currencies of operation.

Credit risk

The Group’s principal financial assets are bank balances and cash, and trade and other debtors. The Group’s credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

The credit risk on liquid funds is limited because the counterparties are banks with credit-ratings assigned by international credit-rating agencies.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 9.

No ordinary dividends were paid (2023: nil). The directors do not recommend payment of a further dividend (2023: nil).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

• so far as the directors are aware, there is no relevant audit information of which the parent company and the group's auditor is unaware, and

• the directors have 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 parent company and the group's auditor is aware of that information.

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk management and future developments.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Clearwell Energy Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime.

As explained more fully in the directors' responsibilities statement, as set out on page 4, 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 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.

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 auditor's 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 financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• Tax legislation; and

• UK Generally Accepted Accounting Practice.

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s and the parent company's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls; and

• Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Performing audit work procedures confirming the occurrence of revenue, including identifying material revenue streams and conducting appropriate testing over these revenue streams such as conducting substantive test of details for a sample of sales starting from the sales ledger to point of initiation and conducting appropriate cut-off testing at year end to ensure sales are recorded in the correct financial year;

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the group's and parent company's procurement of legal and professional services;

• Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Completion of appropriate checklists and use of our experience to assess the group and parent company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $1,914,706 (2023 - $2,039,711 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Clearwell Energy Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ. The principal location of business is Wellheads Industrial Estate, Wellheads Crescent, Dyce, AB21 7GA.

The group consists of Clearwell Energy Holdings Limited and all of its subsidiaries ("the group"). The group's principal activities are per page 1 within the strategic report.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The company's functional currency is Sterling (GBP). The financial statements are prepared in US Dollars ($). Monetary amounts in these financial statements are rounded to the nearest $.

The company has taken advantage of the exemptions available under FRS 102, Section 1A, and not disclosed transactions with companies that are part of the Clearwell Energy group of companies.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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 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 balance sheet, 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.

The consolidated financial statements report an EBITDA of $0.1m (2023: $1.0m), net current assets of $0.9m (2023: $1.1m), and net liabilities of $6.2m (2023: $4.9m). Included within net liabilities are shareholder loan notes of $8.5m (2023: $7.9m) which are due to be repaid by the end of 2028 or earlier in the event of a total sale, disposal or listing.

In making their assessment of going concern, the group have prepared a detailed consolidated forecast out to the end of 2026, including profit and loss account, cash flow and balance sheet projections to satisfy its going concern position. These projections have included appropriate sensitivity analysis. The company and its subsidiaries will continue to reforecast regularly throughout the remainder of 2025 and beyond.

The forecasts give confidence to the board that the company and its subsidiaries will be able to meet their liabilities as they fall due from their existing facilities. In making this assessment, the board have considered a period of at least 12 months from the date of approval of these financial statements.

As a result, the group’s financial statements and those of the subsidiaries have been prepared on a going concern basis.

Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• the amount of revenue can be measured reliably;

• it is probable that the group will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Revenue from hire of equipment and personnel

Revenue in respect of tool rental and associated personnel is recognised over the period which the rentals occur at the rates contracted with customers.

Revenue from labour and inspection

Revenue in respect of labour and inspection contracts is recognised over the period which the service is performed at the rates contracted with customers.

Interest income

Interest income is recognised in the consolidated statement of comprehensive income using the effective interest method, and on an accruals basis.

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life of ten years.

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 of five years.

Tangible fixed assets 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, using the straight-line method.

Depreciation is provided on the following basis:

Assets under construction are not depreciated.

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 the consolidated statement of comprehensive income.

Investments in subsidiaries are measured at cost less accumulated impairment.

Stocks are stated at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. Net realisable value is calculated as the estimated selling price less costs to complete and sell.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the consolidated statement of comprehensive income.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities including trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

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

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

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.

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.

Finance costs are charged to the consolidated statement of comprehensive income 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.

Borrowing costs

All borrowing costs are recognised in the consolidated statement of comprehensive income in the year in which they are incurred.

Tax is recognised in the consolidated statement of comprehensive income 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 balance sheet 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 balance sheet 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 balance sheet date.

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 the consolidated statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the consolidated balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals paid under operating leases are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term.

Functional and presentation currency

The company's functional currency is Pounds Sterling. This differs from the presentational currency which is USD. The company presents its statements in USD for consistency across the group. The group uses USD to monitor performance of its global operations.

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 the consolidated statement of comprehensive 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.

In the application of the group’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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The key sources of judgement and estimation uncertainty which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The directors are required to consider any potential indicators of impairment on an annual basis in relation to the carrying value of goodwill. The directors have concluded that there were no indicators of impairment at the year end date and as such, a detailed impairment review was not required. The carrying amount of the goodwill held by the group at the reporting date was $1,450,371 (2023: $1,556,501).

The directors are required to consider any potential indicators of impairment on an annual basis in relation to the carrying value of investments. The directors have concluded that there were no indicators of impairment at the year end date and as such, a detailed impairment review was not required. The carrying amount of the investments held by the company at the reporting date was $5,279,070 (2023: $5,279,070).

Judgements have been made in respect of the amounts of future operating cash flows to be generated by the intercompany counterparty in order to assess whether there has been any impairment of the value of the receivables included within the balance sheet. The carrying amount of intercompany receivables held by the company at the reporting date was $330,374 (2023: $481,971).

The average monthly number of persons (including directors) employed by the company during the year was: 14 (2023: 13).

The average monthly number of persons (including directors) employed by the group during the year was: 17 (2023: 16).

The group and parent company have an unrecognised deferred tax asset of $2,779,079 and $1,979,839 (2023: $2,293,302 and $1,598,727) respectively, primarily in relation to losses. The deferred tax asset has not been recognised in the financial statements as there is uncertainty over its immediate recoverability.

Details of the company's subsidiaries at 31 December 2024 are as follows:

ClearWELL Energy USA Inc and ClearWELL Energy Alberta Inc are subsidiaries of ClearWELL Energy Ltd.

During the year, a transfer from tangible fixed assets has been undertaken to reflect a change in business model.

Amounts owed by group undertakings includes amounts owed by other companies in the Frontrow Energy Technology Group are unsecured and repayable on demand. Interest is charged daily at a rate of 5.5%.

Amounts owed to group undertakings includes amounts owed to other companies in the Frontrow Energy Technology Group are unsecured and repayable on demand. Interest is charged daily at a rate of 5.5%.

The bank loan (repaid during 2023) was secured by a floating charge over the property, undertakings and assets of the group; fixed and floating charges over the assets and undertakings of ClearWELL Energy Limited; and the postponement of shareholder loans, granted by FrontRow Energy Technology Group Limited and MSL Oilfield Services.

The long-term shareholder loan notes are repayable by end of 2028 or earlier in the event of a total sale, disposal or listing. The loan notes bear interest of 10% and are unsecured.

Finance lease obligations were secured over the assets they related to.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

All share classes have a right to one vote per share, a right to dividends and a right to participate in return of capital.

Share premium account

Includes any premiums received on issue of share capital.

Profit and loss reserves

The profit and loss reserves include all current and prior periods retained profits and losses, net of any dividends paid.

There is no one controlling party of Clearwell Energy Holdings Limited.