Fearnley Group International Limited

	Page
Strategic Report	1—2
Directors' Report	3—4
Independent Auditor's Report	5—8
Consolidated Profit and Loss Account	9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11—12
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16
Notes to the Consolidated Statement of Cash Flows	17
Company Statement of Cash Flows	18
Notes to the Company Statement of Cash Flows	19
Notes to the Financial Statements	20—30

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

Review of the Business

Fearnley Group International Limited is the parent company and is a holding company.

The overall performance for the Group in 2024 has been lacklustre, with a 15% decrease in Sales and a 5-point-margin loss on operational profitability. The Group has suffered a few setbacks, such as the ending - or severe reduction - of profitable contracts in Mexico, in the USA, in Malaysia, in the UK and also by an eight-month long operational hiatus in Ghana, one of our most lucrative accounts. The commercial ground we could gain in markets such as Australia could not compensate for the losses and we could not make significant inroads in new markets.

In the face of the above context in Sales, the group has been reasonably efficient at adjusting the operational cost base, except for the USA, where we suffered a fast-deteriorating profitability throughout the year. In addition, supporting costs rose, with significant increases in expenses such as in travel, accommodation, entertainment, marketing and also in IT (as we have reinforced our systems structure).

We consider our key performance indicators to be those which reflect the financial performance and strength of the group as a whole, these being turnover and gross margin.

In the period under review the group's turnover was £9,394,499 (2023: £11,158,546) and the gross margin was 33.70% (2023: 38.95%).

Principal Risks and Uncertainties

Risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls which are consistently applied throughout the Fearnley Group. All policies are subject to Board approval and ongoing review by management. Compliance with all regulatory and legal requirements is a high priority for the group and is communicated through daily working practices.

The principal risks from our principal activities arise from:

- Our market: potential adverse impact on financial performance of a detrimental change to the competitive and/or financial and economic environment, particularly the price of oil and the direct effect fluctuations in price have on global projects;

- Our people: the detrimental effect of a loss in key personnel. The activity being sustained, there may be shortages of skilled personnel and subcontractors, but staff retention is a key axis of our strategy and we are addressing this matter on a continuous basis.

In addition, the group is exposed to financial risks arising primarily from the investments that it holds.

The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs. The policies set by the board of directors are implemented by the group's management teams.

All of the business' cash balances are held in such a way that achieves a competitive rate of interest.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors. Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

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Fearnley Group International Limited

Strategic Report (continued)

For The Year Ended 31 December 2024

Future Developments

The first part of 2025 is already showing some positive signs, with an overall commercial stabilisation (and some contracts won, that should bring some benefits in late 2025 and in 2026) and successful cuts in the supporting costs. Also, a Training academy is set to open from late 2025, expected to bring some healthy profits and a good visibility for the group and its portfolio of services. However, the US market has not recovered yet, and we are engaged into a drastic cost reduction programme there.

Despite uncertainty about global economy and geopolitical turmoil that affect the energy market, also in spite of the challenges posed by the rarity of skilled human resources, we anticipate an increase in activity throughout the year but will continue to monitor any impact closely and take the necessary measures to maintain the group's current position in the market and its financial stability.

On behalf of the board

Mr Kevin Allan Fearnley

Director

30 September 2025

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Fearnley Group International Limited

Company No. SC235705

Directors' Report For The Year Ended 31 December 2024

Directors' Report

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

Principal Activity

The group's principal activity continues to be that of the provision of specialised services to the Oil & Gas industry aimed at reducing "Non-Productive Time".

Directors

The directors who held office during the year were as follows:

Mr Kevin Alan Agustin Fearnley

Mr Kevin Allan Fearnley

Mrs Genevieve Pantin Fearnley

Mr David Alexandre Julien Bourlaouen

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the business.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

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Fearnley Group International Limited

Directors' Report (continued)

For The Year Ended 31 December 2024

Independent Auditors

The auditors, Nuvo Audit Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr Kevin Allan Fearnley

Director

30 September 2025

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Independent Auditor's Report

to the Members of

Fearnley Group International Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Fearnley Group International Limited (the "parent company") and its subsidiaries (the "group") for the year ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

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 31 December 2024 and of the group's profit/(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's 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 and parent company's ability to continue as a going concern for a period of at least 12 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, other than the financial statements and our auditor's 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

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

the information given in the Strategic Report and 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 have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Fearnley Group International Limited

Matters on Which We Are Required to Report by Exception

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 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 or 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 3—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 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.

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Independent Auditor's Report (continued)

to the Members of

Fearnley Group International Limited

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

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.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, focusing on provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks identified include:

- UK GAAP

- Companies Act 2006

- Corporation Tax legislation

- VAT legislation

- Health and Safety legislation

We gained an understanding of how the company is complying with these laws and regulations by:

- enquiry of management, those charged with governance and the entity's solicitors around actual and potential litigation and claims;

- enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;

- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

We assessed the susceptibility of the 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 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. The following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- reviewing the level of and reasoning behind the company's procurement of legal and professional services;

- performing audit procedures over the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by the management in their calculation of accounting estimates for potential management bias.

Our audit procedures were designed to respond to the risk of material misstatement in the financial statements, recognising that the risk of not detecting a material risk 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 that we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

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Independent Auditor's Report (continued)

to the Members of

Fearnley Group International Limited

Alison Brown (Senior Statutory Auditor)

for and on behalf of Nuvo Audit Limited , Statutory Auditor

30 September 2025

Nuvo Audit Limited

First Floor, Sterling House

Outrams Wharf

Little Eaton

Derby

DE21 5EL

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Fearnley Group International Limited

Consolidated Profit and Loss Account

For The Year Ended 31 December 2024

Consolidated Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER	3	9,394,499	11,158,546
Cost of sales		(6,228,897 )	(6,812,116 )

GROSS PROFIT		3,165,602	4,346,430

Administrative expenses		(3,505,913 )	(4,718,831 )
Other operating income		10,584	10,751

OPERATING LOSS	5	(329,727 )	(361,650 )
Profit on disposal of fixed assets		30,101	934
Other interest receivable and similar income	10	45,318	23,529
Interest payable and similar charges	11	(30,810 )	(34,545 )

LOSS BEFORE TAXATION		(285,118 )	(371,732 )
Tax on Loss	12	(54,916 )	(113,009 )

LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		(340,034 )	(484,741 )

The notes on pages 17 to 30 form part of these financial statements.

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Fearnley Group International Limited

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2024

Consolidated Statement of Comprehensive Income

	2024	2023
	£	£
LOSS FOR THE FINANCIAL YEAR	(340,034 )	(484,741 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT	(340,034 )	(484,741 )

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Fearnley Group International Limited

Consolidated Balance Sheet

As At 31 December 2024

Consolidated Balance Sheet

Registered number: SC235705

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	13		51,907		-
Tangible Assets	14		1,915,929		770,655

			1,967,836		770,655
CURRENT ASSETS
Debtors	16	6,554,906		6,081,609
Cash at bank and in hand		1,549,363		2,644,935

		8,104,269		8,726,544
Creditors: Amounts Falling Due Within One Year	17	(3,830,787 )		(3,705,365 )

NET CURRENT ASSETS (LIABILITIES)			4,273,482		5,021,179

TOTAL ASSETS LESS CURRENT LIABILITIES			6,241,318		5,791,834

Creditors: Amounts Falling Due After More Than One Year	18		(901,668 )		(136,064 )

PROVISIONS FOR LIABILITIES
Deferred Taxation	21		(167,733 )		(110,535 )

NET ASSETS			5,171,917		5,545,235

CAPITAL AND RESERVES
Called up share capital	23		100		100
Other reserves			(455,757 )		(448,450 )
Profit and Loss Account			5,653,551		5,993,585

Equity attributable to owners of the parent			5,197,894		5,545,235
Non-controlling interest			(25,977 )		-

TOTAL EQUITY			5,171,917		5,545,235

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Fearnley Group International Limited

Consolidated Balance Sheet (continued)

As At 31 December 2024

On behalf of the board

Mr Kevin Allan Fearnley

Director

30 September 2025

The notes on pages 17 to 30 form part of these financial statements.

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Fearnley Group International Limited

Company Balance Sheet

As At 31 December 2024

Company Balance Sheet

Registered number: SC235705

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	13		51,907		-
Tangible Assets	14		9,182		60,700
Investments	15		401,857		401,857

			462,946		462,557
CURRENT ASSETS
Debtors	16	4,605,690		4,108,644
Cash at bank and in hand		139,429		74,448

		4,745,119		4,183,092
Creditors: Amounts Falling Due Within One Year	17	(4,659,044 )		(4,396,798 )

NET CURRENT ASSETS (LIABILITIES)			86,075		(213,706 )

TOTAL ASSETS LESS CURRENT LIABILITIES			549,021		248,851

Creditors: Amounts Falling Due After More Than One Year	18		-		(113,494 )

NET ASSETS			549,021		135,357

CAPITAL AND RESERVES
Called up share capital	23		100		100
Profit and Loss Account			548,921		135,257

SHAREHOLDERS' FUNDS			549,021		135,357

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 413,664 (2023: £ 2,641,596 profit/(loss)).

On behalf of the board

Mr Kevin Allan Fearnley

Director

30 September 2025

The notes on pages 17 to 30 form part of these financial statements.

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Fearnley Group International Limited

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2024

Consolidated Statement of Changes in Equity

	Share Capital	Other reserves	Profit and Loss Account	Total Attributable to Parent
	£	£	£	£
As at 1 January 2023	100	(132,816 )	6,478,326	6,345,610
Loss for the year and total comprehensive income	-	-	(484,741 )	(484,741 )

Dividends paid	-	-	-	-
Movements in other reserves	-	(315,634)	-	(315,634)

As at 31 December 2023 and 1 January 2024	100	(448,450 )	5,993,585	5,545,235


Loss for the year and total comprehensive income	-	-	(340,034 )	(340,034 )

Dividends paid	-	-	-	-
Movements in other reserves	-	(7,307)	-	(7,307)

As at 31 December 2024	100	(455,757 )	5,653,551	5,197,894

	Non-controlling interest	Total
	£	£
As at 1 January 2023	-	6,345,610
Loss for the year and total comprehensive income	-	(484,741)

Dividends paid	-	-
Movements in other reserves	-	(315,634)

As at 31 December 2023 and 1 January 2024	-	5,545,235


Loss for the year and total comprehensive income	-	(340,034)

Dividends paid	(25,977 )	(25,977)
Movements in other reserves	-	(7,307)

As at 31 December 2024	(25,977 )	5,171,917

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Fearnley Group International Limited

Company Statement of Changes in Equity

For The Year Ended 31 December 2024

Company Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	100	(2,506,339 )	(2,506,239)
Profit for the year and total comprehensive income	-	2,641,596	2,641,596

As at 31 December 2023 and 1 January 2024	100	135,257	135,357


Profit for the year and total comprehensive income	-	413,664	413,664

As at 31 December 2024	100	548,921	549,021

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Fearnley Group International Limited

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024

Consolidated Statement of Cash Flows

		2024	2023
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	344,174	531,601
Interest paid		(30,810 )	(34,545 )
Tax (paid)/refunded		(272,303 )	143,950
Foreign exchange		(175,580)	(131,488)
Deferred Tax movement		57,198	(66,405)

Net cash (used in)/generated from operating activities		(77,321 )	443,113

Cash flows from investing activities
Purchase of intangible assets		(73,761 )	-
Purchase of tangible assets		(1,344,405 )	(111,438 )
Proceeds from disposal of tangible assets		80,763	27,532
Interest received		45,318	23,529

Net cash used in investing activities		(1,292,085 )	(60,377 )

Cash flows from financing activities
Equity dividends paid		(25,977 )	-
Proceeds from new bank borrowings		980,000	-
Repayment of bank borrowings		(234,545 )	(222,819 )
Repayment of finance leases		21,695	2,449
Amount withdrawn by directors		(467,339)	(998,194)

Net cash generated from/(used in) financing activities		273,834	(1,218,564 )



Decrease in cash and cash equivalents		(1,095,572 )	(835,828 )
Cash and cash equivalents at beginning of year	2	2,644,935	3,480,763

Cash and cash equivalents at end of year	2	1,549,363	2,644,935

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Fearnley Group International Limited

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of loss for the financial year to cash generated from operations

	2024	2023
	£	£
Loss for the financial year	(340,034 )	(484,741 )
Adjustments for:
Tax on loss	54,916	113,009
Interest expense	30,810	34,545
Interest income	(45,318 )	(23,529 )
Amortisation of intangible assets	21,854	-
Depreciation of tangible assets	148,469	112,972
Profit on disposal of tangible assets	(30,101)	(934)
Foreign exchange losses/(gains)	168,273	(184,147)
Movements in working capital:
Decrease in trade and other debtors	172,971	525,532
Increase in trade and other creditors	162,334	438,894

Net cash generated from operations	344,174	531,601

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023
	£	£
Cash at bank and in hand	1,549,363	2,644,935

3. Analysis of changes in net funds

	As at 1 January 2024	Cash flows	As at 31 December 2024
	£	£	£
Cash at bank and in hand	2,644,935	(1,095,572)	1,549,363
Finance leases	(6,597)	(21,695)	(28,292)
Debts falling due within one year	(222,222 )	42,719	(179,503 )
Debts falling due after more than one year	(113,494)	(788,174)	(901,668)

	2,302,622	(1,862,722)	439,900

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Fearnley Group International Limited

Company Statement of Cash Flows

For The Year Ended 31 December 2024

Company Statement of Cash Flows

		2024	2023
	Notes	£	£
Cash flows from operating activities
Net cash generated from/(used in) operations	1	108,082	(2,405,979 )
Interest paid		(17,953 )	(34,545 )
Tax (paid)/refunded		(179,164 )	336,891
Foreign exchange		(65,900)	62,604

Net cash used in operating activities		(154,935 )	(2,041,029 )

Cash flows from investing activities
Purchase of intangible assets		(73,761 )	-
Purchase of tangible assets		(9,005 )	(7,640 )
Interest received		40,266	13,194
Dividends received		600,447	2,783,109

Net cash generated from investing activities		557,947	2,788,663

Cash flows from financing activities
Repayment of bank borrowings		(223,830 )	(222,819 )
Repayment of finance leases		(4,148 )	-
Proceeds from new loans from group undertakings		260,087	21,602
Proceeds from new loans from associates		173,252	128,757
Advance of new loans to group undertakings		(76,053 )	-
Repayment of loans to group undertakings		-	146,855
Amount withdrawn by directors		(467,339)	(998,194)

Net cash used in financing activities		(338,031 )	(923,799 )



Increase/(decrease) in cash and cash equivalents		64,981	(176,165 )
Cash and cash equivalents at beginning of year	2	74,448	250,613

Cash and cash equivalents at end of year	2	139,429	74,448

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Fearnley Group International Limited

Notes to the Company Statement of Cash Flows

For The Year Ended 31 December 2024

Notes to the Company Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash generated from/(used in) operations

	2024	2023
	£	£
Profit for the financial year	413,664	2,641,596
Adjustments for:
Interest expense	17,953	34,545
Interest income	(40,266 )	(13,194 )
Income from shares in group undertakings	(600,447)	(2,783,109)
Amortisation of intangible assets	21,854	-
Depreciation of tangible assets	60,523	24,463
Foreign exchange losses/(gains)	65,900	(62,604)
Movements in working capital:
Decrease/(increase) in trade and other debtors	46,346	(2,253,234 )
Increase in trade and other creditors	122,555	5,558

Net cash generated from/(used in) operations	108,082	(2,405,979 )

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023
	£	£
Cash at bank and in hand	139,429	74,448

3. Analysis of changes in net debt

	As at 1 January 2024	Cash flows	As at 31 December 2024
	£	£	£
Cash at bank and in hand	74,448	64,981	139,429
Finance leases	(4,148)	4,148	-
Debts falling due within one year	(3,944,043 )	(323,003)	(4,267,046 )
Debts falling due after more than one year	(113,494)	113,494	-

	(3,987,237)	(140,380)	(4,127,617)

Page 19

Page 20

Fearnley Group International Limited

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Fearnley Group International Limited is a private company, limited by shares, incorporated in Scotland, registered number SC235705 . The registered office is 14 Carden Place , Aberdeen, AB10 1UR.

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

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

2.2. Basis Of Consolidation

The consolidated financial statements present the results of the Group and its own subsidiaries ("the Group") as they formed a single entity. Intercompany transactions and balances between wholly owned 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.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

2.4. Significant judgements and estimations

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.

2.5. Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover 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:

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 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 company 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.

Page 20

Page 21

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets relate to computer software implementation charges. These are amortised to the profit and loss account over the estimated economic life of 3 years.

2.7. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold	1.05% SLM, 4% SLM
Leasehold	50% SLM
Plant & Machinery	15 - 40% SLM
Motor Vehicles	20% SLM
Fixtures & Fittings	15% SLM
Computer Equipment	50% SLM

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

The gain or loss arising on the disposal of an asset is determined as the difference between the proceeds and the carrying value of the asset and is included in the profit and loss account.

A change in accounting estimate has been processed in the year to change the depreciation policy on motor vehicles and computer equipment from 15% SLM to 20% SLM and 50% SLM respectively. This change has been processed to align the writing down of the carrying value with the expected economic life of the underlying assets. The change of accounting estimate has been enacted from the start of the current accounting period and has not been applied retrospectively.

As a result of the change in accounting estimate, the overall depreciation charge in the profit and loss and associated reduction in tangible fixed assets carrying value has been reduced by an additional £48,050 compared to if the previous policy had been applied.

2.8. Investments

Investments relate to investments in subsidiaries which are held as fixed assets and stated at cost less provision of permanent diminution in value.

2.9. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.10. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.11. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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Page 22

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.12. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.13. Pensions

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

2.14. Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

2.15. Exceptional items

Exceptional items are items that are unusual because of their size, nature or incidence and which the directors' consider should be disclosed separately to enable a full understanding of the company's results.

3. Turnover

Analysis of turnover by geographical market is as follows:

	2024	2023
	£	£
United Kingdom	2,673,170	1,077,750
Rest of the world	6,721,329	10,080,796

	9,394,499	11,158,546

4. Other Operating Income

	2024	2023
	£	£
Rental income	10,584	10,584
Other operating income	-	167

	10,584	10,751

Page 22

Page 23

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

5. Operating Loss

The operating loss is stated after charging:

	2024	2023
	£	£
Bad debts	(2,369)	1,674,097
Depreciation of tangible fixed assets	148,469	112,972
Amortisation of intangible fixed assets	21,854	-

6. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2024	2023
	£	£
Audit Services
Audit of the group and company's financial statements	39,275	36,020


Other Services
Taxation compliance service	3,300	3,300

7. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Wages and salaries	5,335,261	5,625,848	876,199	871,443
Social security costs	461,769	451,723	49,925	11,321
Other pension costs	19,226	16,432	994	4,855

	5,816,256	6,094,003	927,118	887,619

8. Average Number of Employees

Group

Average number of employees, including directors, during the year was as follows:

	2024	2023
Directors	4	4
Operations	72	75
Administration	13	16

	89	95

Company

Average number of employees, including directors, during the year was: NIL (2023: NIL)

Page 23

Page 24

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

9. Directors' remuneration

	2024	2023
	£	£
Emoluments	303,455	422,740

Information regarding the highest paid director was as follows:

	2024	2023
	£	£
Emoluments	130,000	202,379

10. Interest Receivable and Similar Income

	2024	2023
	£	£
Bank interest receivable	-	7,512
Intercompany loan interest	5,052	2,823
Other interest receivable	40,266	13,194

	45,318	23,529

11. Interest Payable and Similar Charges

	2024	2023
	£	£
Bank loans and overdrafts	30,810	33,501
Finance charges payable under finance leases and hire purchase contracts	-	1,044

	30,810	34,545

12. Tax on Profit

	Tax Rate		2024	2023
The tax charge on the loss for the year was as follows:
	2024	2023	£	£
Current tax
UK Corporation Tax	25.0%	19.0%	54,916	134,576
Prior period adjustment			-	(21,567 )

			54,916	113,009


Total tax charge for the period			54,916	113,009


The actual charge for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:
			2024	2023
			£	£
Profit before tax			(285,118)	(371,732)

Tax on profit at 25% (UK standard rate)			(71,280 )	(70,629 )
Expenses not deductible for tax purposes			14,065	12,592
Tax losses utilised			(24,540 )	74,234

...CONTINUED

Page 24

Page 25

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Capital allowances	12,852	3,771
Research and Development tax credit	(14,063 )	-
Prior period adjustment	-	(21,567 )
Tax losses unutilised carried forward	82,966	-
Foreign tax rates	54,916	134,576
Revenue exempt from taxation	-	(19,968 )

Total tax charge for the period	54,916	113,009

13. Intangible Assets

Group

	Computer software
	£
Cost
As at 1 January 2024	-
Additions	73,761

As at 31 December 2024	73,761

Amortisation
As at 1 January 2024	-
Provided during the period	21,854

As at 31 December 2024	21,854

Net Book Value
As at 31 December 2024	51,907

As at 1 January 2024	-

Company

	Computer software
	£
Cost
As at 1 January 2024	-
Additions	73,761

As at 31 December 2024	73,761

Amortisation
As at 1 January 2024	-
Provided during the period	21,854

As at 31 December 2024	21,854

Net Book Value
As at 31 December 2024	51,907

As at 1 January 2024	-

Page 25

Page 26

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

14. Tangible Assets

Group

	Land & Property
	Freehold	Leasehold	Motor Vehicles	Fixtures & Fittings	Total
	£	£	£	£	£
Cost
As at 1 January 2024	773,208	78,137	265,604	563,681	1,680,630
Additions	1,083,203	-	50,089	211,113	1,344,405
Disposals	(19,699 )	-	(154,084 )	-	(173,783 )

As at 31 December 2024	1,836,712	78,137	161,609	774,794	2,851,252

Depreciation
As at 1 January 2024	179,387	24,657	213,656	492,275	909,975
Provided during the period	11,508	28,917	41,549	66,495	148,469
Disposals	(29,525 )	-	(93,596 )	-	(123,121 )

As at 31 December 2024	161,370	53,574	161,609	558,770	935,323

Net Book Value
As at 31 December 2024	1,675,342	24,563	-	216,024	1,915,929

As at 1 January 2024	593,821	53,480	51,948	71,406	770,655

Company

	Motor Vehicles	Fixtures & Fittings	Total
	£	£	£
Cost
As at 1 January 2024	126,939	94,481	221,420
Additions	-	9,005	9,005

As at 31 December 2024	126,939	103,486	230,425

Depreciation
As at 1 January 2024	88,857	71,863	160,720
Provided during the period	38,082	22,441	60,523

As at 31 December 2024	126,939	94,304	221,243

Net Book Value
As at 31 December 2024	-	9,182	9,182

As at 1 January 2024	38,082	22,618	60,700

15. Investments

Company

	Unlisted
	£
Cost
As at 1 January 2024	401,857

As at 31 December 2024	401,857

...CONTINUED

Page 26

Page 27

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	401,857

As at 1 January 2024	401,857

Subsidiaries

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

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Fearnley UK Limited	14 Carden Place, Aberdeen, AB10 1UR	Ordinary	100.00%	-
Fearnley Procter Trinidad	18 Scott Bushe, Port of Spain, Trinidad	Ordinary	100.00%	-
Fearnley Procter Norge AS	Vingv 1, 4050 Sola, Norway	Ordinary	100.00%	-
Fearnley Procter Inc	16800 Greenspoint Park Drive, Suite 165S, Houston, Texas 77060, USA	Ordinary	100.00%	-
Fearnley Procter Brasil Servicos Tecnicos Ltda.	Avenida Nossa Senhora da Gloria, 2 987, Sala 204 - Cavalerios CEP 27920-360, RJ Macae, Brasil	Ordinary	99.00%	-
Fearnley Procter Malaysia SDN BHD	Lot 6, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, Petaling Jaya, 47800 Selangor, Malaysia	Ordinary	100.00%	-
Fearnley Procter FZE	PO Box 293891, Dubai Airport Freezone, Dubai UAE	Ordinary	100.00%	-
Fearnley Procter Consultancy (Beijing) Co. Ltd	Room 2216, Building B, No 101 Shaoyaoju Beili, Chaoyang District, Beijing China	Ordinary	100.00%	-
Fearnley Procter Australia Pty Ltd	24/443 Abany Hwy, Victoria Park, Western Australia	Ordinary	100.00%	-
Fearnley Procter Ghana Limited	4 Momotse Avenue, Adabraka Accra Ghana	Ordinary	90.00%	-
Fearnley Procter Mexico, S. de R.L. de C.V.	Bosque de Ciruelos No. 180 Int. PP 101, c.p. 11700, Ciudad de Mexico	Ordinary	99.00%	1.00%
Fearnley Group Espana SL	Lugar Centro Comercial Sotomarket, Oficina, 8, Urbanizacion Sotograndesan Roque11310 Cadiz	Ordinary	100.00%	-

The aggregate capital and reserves and the result for the year of the subsidiaries listed above was as follows:

	Capital and Reserves	Profit/(loss)
	£	£
Fearnley UK Limited	2,906,947	(77,581 )
Fearnley Procter Trinidad	800,520	105,508
Fearnley Procter Norge AS	(106,405 )	(18,105 )
Fearnley Procter Inc	128,475	(249,080 )
Fearnley Procter Brasil Servicos Tecnicos Ltda.	59,812	3,220
Fearnley Procter Malaysia SDN BHD	31,839	(212,765 )
Fearnley Procter FZE	476,922	139,990
Fearnley Procter Consultancy (Beijing) Co. Ltd	176,873	125,776
Fearnley Procter Australia Pty Ltd	195,220	72,077

...CONTINUED

Page 27

Page 28

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Fearnley Procter Ghana Limited	96,913	18,447
Fearnley Procter Mexico, S. de R.L. de C.V.	35,313	1,185
Fearnley Group Espana SL	(18,817 )	(8,337 )

16. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Due within one year
Trade debtors	2,034,305	2,671,234	-	-
Prepayments and accrued income	1,335,249	1,199,734	108,230	35,917
Other debtors	764,565	440,833	2,178,346	2,297,005
Corporation tax recoverable assets	649,184	470,256	2,968	2,968
Directors' loan accounts	1,465,534	998,194	1,465,533	998,194
Amounts owed by group undertakings	-	-	850,613	774,560
Amounts owed by associates	306,069	301,358	-	-

	6,554,906	6,081,609	4,605,690	4,108,644

17. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Net obligations under finance lease and hire purchase contracts	28,292	6,597	-	4,148
Trade creditors	311,107	341,820	19,862	16,521
Bank loans and overdrafts	179,503	222,222	111,886	222,222
Amounts owed to group undertakings	91,946	193,147	3,093,263	2,833,176
Amounts owed to participating interests	896,060	805,133	1,061,897	888,645
Other creditors	78,347	86,244	10,976	5,258
Corporation tax	190,490	228,949	157,727	336,891
Taxation and social security	161,625	232,887	1,523	8,152
Accruals and deferred income	1,893,417	1,588,366	201,910	81,785

	3,830,787	3,705,365	4,659,044	4,396,798

18. Creditors: Amounts Falling Due After More Than One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans	901,668	113,494	-	113,494
Other creditors	-	22,570	-	-

	901,668	136,064	-	113,494

Fearnley Group International Limited was advanced a loan of £1,000,000 in June 2020. The loan is repayable in 54 monthly installments. The rate of interest is payable at a rate of 3.5%. The loan will be repaid in full by December 2025.

Page 28

Page 29

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

The following secured debts are included within creditors:

A bond and floating charge is held by Clydesdale Bank Plc over all present and future undertakings, property and assets of the company.

There is a Cross Guarantee between Fearnley Group International Limited and Fearnley UK Limited supported by a standard security over Unit 1, Peregrine Road, Westhill, Aberdeen, held by Fearnley UK Limited.

There is a Cross Guarantee between Fearnley Group International Limited and Fearnley UK Limited supported by a legal first charge over Lower Ground Floor Flat, 297 Westbourne Park Road, London held by Fearnley UK Limited.

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans and overdrafts	1,081,171	335,716	111,886	335,716

19. Loans

An analysis of the maturity of loans is given below:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Amounts falling due within one year or on demand:
Bank loans	179,503	222,222	111,886	222,222

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Amounts falling due between one and five years:
Bank loans	901,668	113,494	-	113,494

20. Obligations Under Finance Leases and Hire Purchase

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
The future minimum finance lease payments are as follows:
Not later than one year	28,292	6,597	-	4,148

21. Deferred Taxation

The provision for deferred tax is made up as follows:

	2024	2023
	£	£
Other timing differences	167,733	110,535

Page 29

Page 30

Fearnley Group International Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

22. Provisions for Liabilities

Group
	Deferred Tax	Total
	£	£
As at 1 January 2024	110,535	110,535
Additions	57,198	57,198

Balance at 31 December 2024	167,733	167,733

23. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	100	100

The holders of the C and D shares shall be entitled to receive notice of all general meetings but shall not by reason of such holding be entitled to attend or vote there at. All classes of shares shall confer upon the holders thereof pari passu with any further shares created in that class, a right to a dividend only as and when such dividend is declared payable in respect of the shares which are voted on separately for each class of share. On a return of assets on liquidation or capital reduction or otherwise, the assets of the company remaining after the payment of its liabilities shall be applied part passu amongst the four classes of share in issue.

24. Pension Commitments

The group contributes to a money purchase pension scheme covering certain employees. The assets of the scheme are held separately from those of the group in an independent administered fund. The pensions cost charge represents contributions payable by the group to the fund. Pensions commitments outstanding at the year end are included in other creditors.

25. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 January 2024	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2024
	£	£	£	£	£
Kevin Fearnley	794,712	374,453	-	-	1,169,165
Mrs Genevieve Fearnley	203,482	301,694	208,808	-	296,368

An interest rate is being charged on these loans at 3.25% per annum. The loans are repayable on demand.

26. Related Party Disclosures

During the year the Group transacted with fellow group companies and its parent company. As at 31 December 2024 there is a loan of £91,947 (2023: £193,147) due from the Group in relation to these transactions.

During the year the Group transacted with companies related through common control. As at 31 December 2024 there is a loan of £589,992 (2023: £503,774) due from the Group to these companies.

The above loans are interest free and repayable on demand.

The directors, who have the authority and responsibility for planning, directing and controlling the activities of the Group are considered to be the only key management personnel who are remunerated through the Group.

27. Controlling Parties

The ultimate parent undertaking is Fearnley International Group Limited (incorporated in Jersey).

28. Exceptional Items

Included within bad debts of the group in the prior year, is the write off of an inter-group balance of £1,668,979 with the company's parent company.

Page 30