The directors consider turnover and EBITDA to be key performance indicators in their ability to monitor the group’s strategic and operational effectiveness. Additionally, the directors monitor cash invested in developing new technology and the likely chances of operational and financial success of new products.
The turnover for the group was £3.6m (2023: £3.9m) with negative EBITDA of £470k (2023: £29k). Net liabilities at 31 December 2024 were £3.4m (2023: £2.6m).
On a macro level, 2024 saw oil prices remain between $75 and $90.
Our trading suffered from some major clients delaying their workscopes - some of them by a full 12 months.
On the technology front, our new conveyance product is fully developed and started field trials in 2025. We continue to develop our probes, to maximise their performance in difficult well conditions. Additionally, our data interpretation service is now seen as market leading, providing fast and accurate survey results to clients which other survey methods cannot match.
The group faces the economic risks associated with the energy sector, particularly the oil price and its effect on the levels of activity in the industry. This is especially true at the moment given the Ukraine situation and its effect on global demand for oil. Additionally, the group faces technology risk – we are developing a number of new products, many of which are innovative, and some of these products are as yet untested in the market. In both these scenarios, the directors and senior management monitor the economic environment and future outlook for the energy sector, plus competitor product development coupled with maintaining strong relationships with existing customers and looking to develop new customer relationships.
Brexit – we have monitored our position in regards to Brexit and its effect on the group. So far there has not been a significant impact on any of our group companies and we remain hopeful that will be the case in the longer term.
Financial risk management is dealt with below.
Client interest in our technology remains strong and we are optimistic for a successful year in 2025, including new clients in the Middle East.
We are confident about our future. Our core technology is market leading and provides huge benefits to our clients (both in terms of cost savings and the quality of data acquisition).
Post balance sheet events
On 20 June 2025, the Group concluded the sale of its US subsidiary, WST Oilfield Systems Inc, and the licence of the Group's intellectual property.
The consolidated financial statements report a negative EBITDA of £470k (2023: £29k), net current assets of £1.2m (2023: £1.9m), and net liabilities of £3.4m (2023: £2.6m). Included within net liabilities are shareholder loan notes of £5.1m (2023: £5.1m) which are due for repayment on any type of sale or listing event, or at the discretion of the directors of the group.
In making its 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, with consideration given to the business model going forward following the sale of WST Oilfield Systems Inc.
The company and the other companies in the Well-Sense group will continue to reforecast regularly throughout the remainder of 2025 and beyond. The forecasts give confidence to the board that all the Well-Sense group companies will be able to meet their liabilities as they fall due from their existing facilities. In making this assessment, the board has considered a period of at least 12 months from the date of approval of these financial statements.
As a result, the Well-Sense group’s financial statements and those of its subsidiaries have been prepared on a going concern basis.
The group's activities expose it to a number of financial risks including credit risk, foreign currency exposure and liquidity risk. The group does not use derivatives to manage financial risk or for speculative purposes.
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.
Foreign currency risk
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. There was no such currency hedging in place at 31 December 2024.
Liquidity risk
Our main liquidity risk at present is from our technology development, and the risks from cost over runs or delays in achieving sustainable levels of income from new technology. We closely manage the investment made in each new product, and regularly assess its viability and marketability.
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:
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of Well-Sense Technology 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).
Basis for 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
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 directors' report has been prepared in accordance with applicable legal requirements.
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 including management and those charged with governance of component entities where necessary. 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 the 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 completeness of revenue, including conducting appropriate substantive testing for a sample of sales starting from point of initiation through to recording on the sales ledger, 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's and the 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.
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 £691,734 (2023 - £295,010 loss).
Well-Sense Technology Limited (“the parent company”) is a private company limited by shares, domiciled and incorporated in Scotland. The registered office is of 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ. The principal place of business is Wellheads Crescent, Dyce, Aberdeen, AB21 7GA.
The group consists of Well-Sense Technology 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
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 exemptions available under FRS 102, Section 33, and not disclosed transactions with companies that are part of the Well-Sense Technology group of companies.
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 a negative EBITDA of £470k (2023: £29k), net current assets of £1.2m (2023: £1.9m), and net liabilities of £3.4m (2023: £2.6m). Included within net liabilities are shareholder loan notes of £5.1m (2023: £5.1m) which are due for repayment on any type of sale or listing event, or at the discretion of the directors of the group.
In making its assessment of going concern, the group has 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, with consideration to the business model going forward following the sale of WST Oilfield Systems Inc (see note 15).
The company and the other companies in the Well-Sense group will continue to reforecast regularly throughout the remainder of 2025 and beyond. The forecasts give confidence to the board that all the Well-Sense group companies will be able to meet their liabilities as they fall due from their existing facilities. In making this assessment, the board has considered a period of at least 12 months from the date of approval of these financial statements.
As a result, the Well-Sense group’s financial statements and those of its subsidiaries have been prepared on a going concern basis.
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Sale of goods
Turnover 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.
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.
Research expenditure is written off against profits in the year in which it is incurred. identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated, and amortised in line with the associated useful life subsequently.
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 statement of comprehensive income.
Investments in subsidiaries are measured at cost less accumulated impairment.
The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from related 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 statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the balance sheet date.
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 are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Other financial liabilities include shareholder loan notes which have been measured on the basis set out in note 11.
Finance costs are charged to the 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 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.
Rentals paid under operating leases are charged to the of comprehensive income on a straight-line basis over the lease term.
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 statement of comprehensive income.
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 the statement of comprehensive income within administrative expenses.
On consolidation, the results of overseas operations are translated into Sterling 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.
The average monthly number of persons (including directors) employed by the group during the year was: 19 (2023: 20).
The average monthly number of persons (including directors) employed by the company during the year was: 8 (2023: 7).
The group and parent company have a net deferred tax asset of £801,498 and £704,975 respectively (2023: £571,797 and £616,714) relating to tax losses, which is not accounted for in the financial statements due to uncertainty over its immediate recoverability.
Details of the company's subsidiaries at 31 December 2024 are as follows:
(1) Under S.479C of the Companies Act 2006, Well-Sense Technology Limited has provided a guarantee to Minemap Limited (Company registration no. SC724908), which is exempt from the requirement of this act relating to the audit of individual accounts by virtue of S.479A.
Amounts owed by group undertakings includes amounts owed by other companies in the Frontrow Energy Technology Group and are unsecured, interest free and repayable on demand.
Amounts owed to group undertakings includes amounts owed to other companies in the Frontrow Energy Technology Group and are interest free, unsecured and repayable on demand.
The shareholder loan notes have no fixed date for repayment - the loans are repayable on the event of listing, any type of sale event or at the discretion of the directors. The loan notes are not repayable on demand.
At the year-end date, the directors have concluded that there is no obligation to repay the loans within 12 months of the balance sheet date and that they continue to have the right to defer repayment beyond that date. On that basis, the loan notes have been presented as due after more than one year.
Notwithstanding this, the directors have also concluded that the timing of any event which would trigger repayment is too uncertain to estimate the fair value of the loan notes in accordance with section 11 of FRS 102 and have therefore continued to carry these loan notes at their full undiscounted amount. The directors believe that this departure is necessary to ensure that the accounts show a true and fair view.
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
The preference shares rank pari passu to the ordinary shares in all respects but constitute a separate class of shares.
The directors have carried out an assessment based on the terms of the preference shares and conclude they are deemed as equity on the basis that there is no fixed dividend requirement nor date of repayment.
Share premium account
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Foreign exchange reserve
Comprises translation differences arising from the translation of financial statements of the company's foreign subsidiary into Sterling (£) and arising on the long term receivable with the subsidiary which forms part of the net investment in the foreign operation.
Profit and loss reserves
The profit and loss reserves include all current and prior period retained profits and losses.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
On 20 June 2025, Well-Sense Technology Limited sold 100% of the share capital of WST Oilfield Systems Inc. Proceeds from this sale have been used in part to pay the shareholder loan notes in full.
While WST Oilfield Systems Inc. contributed a significant proportion of group turnover in the year, the detailed consolidated forecasts to the end of 2026 show this being replaced by other contracts.