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Registered number: 15399501 CRONDALL ENERGY HOLDINGS LTD ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
CRONDALL ENERGY HOLDINGS LTD COMPANY INFORMATION
Directors | A-L Peters (appointed 9 January 2024)
| S W Booth (appointed 28 March 2024)
| A D Hodgkins (appointed 28 March 2024)
| R E Luff (appointed 28 March 2024)
| D P Peace (appointed 28 March 2024)
| B C Robertson (appointed 5 June 2024)
| F Sinclair (appointed 17 January 2025)
Registered number | 15399501
Registered office | Wey Court West
| Union Road
| Farnham
| Surrey
| GU9 7PT
Independent auditors | PKF Francis Clark
| Chartered Accountants & Statutory Auditors
| Towngate House
| 2-8 Parkstone Road
| Poole
| Dorset
| BH15 2PW
CRONDALL ENERGY HOLDINGS LTD CONTENTS
| Page
Group strategic report | 1 - 5
Directors' report | 6 - 8
Independent auditors' report | 9 - 12
Consolidated statement of comprehensive income | 13
Consolidated statement of financial position | 14 - 15
Company statement of financial position | 16 - 17
Consolidated statement of changes in equity | 18
Company statement of changes in equity | 19
Consolidated statement of cash flows | 20 - 21
Consolidated analysis of net debt | 22
Notes to the financial statements | 23 - 48
CRONDALL ENERGY HOLDINGS LTD GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 31 MARCH 2025
Introduction
The directors present their Strategic Report for the Crondall Energy Holdings Limited group for the period ended 31 March 2025.
Principal Activities and Business Review
The principal activity of the group is the provision of independent consultancy services to the offshore energy sector, specialising in floating and subsea facilities, including services in the oil and gas, carbon capture and renewable energy areas. The group operates globally, with its primary offices in the UK. The Company was incorporated on 9 January 2024 and acquired Crondall Energy Limited and its subsidiaries as part of a management buyout on 28 March 2024. This report covers the first consolidated financial period ended 31 March 2025. The group’s revenues for the period were £9,768,823, resulting in a gross profit of £6,948,495. After accounting for administrative expenses and other operating income, we have recorded an earnings before interest, tax, depreciation and amortization (EBITDA) of £765,193 during the period, and a loss after tax of £250,159. The acquisition of Crondall Energy Limited was funded in part by two loan facilities taken out with ThinCats, totalling £2 million, and hence the differential between EBITDA and loss after tax is primarily due to the interest expense on the two loan facilities, and amortisation of the goodwill generated as a result of the acquisition. During the period the oil and gas market in the UK North Sea continued to see reduced capital spend as economic and fiscal uncertainty prevailed, against the backdrop of a change in UK government, which reduced investor confidence. However, the group continued its work supporting clients in the sector, not only with oil and gas but also with carbon capture projects, and expanded its focus on supporting overseas projects, where activity remains more buoyant. During the period in question, only 14% of our revenues were derived from work supporting UK oil and gas projects, as compared to 57% through overseas oil and gas projects and 13% from UK CCUS projects. In contrast, 15% of our revenues were derived from studies and projects associated with our floating Normally Unattended Installation IP owned by the subsidiary Buoyant Production Technologies (“BPT”). During the period, BPT has received full funding from Petronas Research SDN BHD to build and test a demonstrator scale model of the technology, to prove its readiness for use in offshore energy projects. As at 31 March 2025, the project was progressing in line with budget and schedule, and the demonstrator was installed offshore Falmouth during July, where it will remain for 3 months of testing. The research and development effort and cost involved in getting the project to this stage has contributed to an R&D tax credit of £227,739 being recognised in the income statement during the year. The balance sheet at 31 March 2025 shows net assets of £3,484,560, with net debt of £1,907,900.
Principal risks and uncertainties
The directors are responsible for identifying and managing the principal risks and uncertainties facing the group. These risks are reviewed regularly, and appropriate controls are in place to mitigate their impact. The key risks and uncertainties relevant to the Group include: Financial Risk The group is exposed to a range of financial risks that could impact its operational and strategic objectives. The group has long-term bank loans with floating interest rates, which exposes it to fluctuations in market interest rates. A significant rise in rates could increase borrowing costs and adversely affect profitability and cash flow. Page 1
CRONDALL ENERGY HOLDINGS LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025 The group is also exposed to credit risk, primarily in relation to trade receivables from clients. As a consultancy business, the group’s work can result in material outstanding balances with a small number of counterparties. Failure by a client to settle invoices on time or in full could impact working capital. The group manages this risk through client diversification, and active receivables monitoring. Liquidity risk is managed through regular cash flow forecasting and maintaining adequate headroom in banking facilities. The directors ensure that sufficient cash is available to meet short-term obligations and to support ongoing operations. The group’s financial position and funding arrangements are reviewed regularly to ensure resilience under a range of scenarios. Market Volatility The group’s performance is influenced by global energy markets, which are inherently volatile. Many clients operate in regions exposed to geopolitical risk, sanctions, or economic instability, which can lead to market volatility and impact project decision making. Fluctuations in oil prices, as well as government policies on oil and gas, CCUS, hydrogen and renewables can affect client budgets, project pipelines, and demand for consulting services. The group monitors market trends and manages its cost base to adapt to changing conditions. The directors remain vigilant to such developments, assess potential impacts on the business, and maintain appropriate insurance and contractual protections. Client Concentration and Project Risk A significant proportion of revenue may be derived from a limited number of clients or large-scale projects. Delays, cancellations, or changes in scope can materially impact financial performance. The group seeks to diversify its client base and maintain strong project governance. Talent Retention and Skills Shortage The group’s ability to deliver high-quality consultancy services in the energy sector is heavily dependent on the recruitment, retention, and development of skilled professionals with specialist technical and commercial expertise. The market for experienced consultants remains competitive, and the loss of key personnel or difficulties in attracting new talent could adversely impact project delivery, client relationships, and business growth. The group mitigates this risk through competitive remuneration packages, investment in professional development, and fostering a positive and inclusive working environment. Succession planning and knowledge transfer processes are also in place to reduce dependency on individual employees. Competition Risk The consultancy sector is highly competitive, with a wide range of firms offering similar services across the energy sector. The group faces ongoing pressure to differentiate its offerings, maintain pricing discipline, and retain key clients in the face of both established competitors and new market entrants. There is a risk that increased competition could lead to reduced margins, loss of market share, or the need for greater investment in marketing and innovation. The directors monitor market developments closely and continue to invest in talent, technology, service quality and technical excellence to maintain the group’s competitive position. Cybersecurity and Data Protection As a consultancy business, the group’s operations rely heavily on the availability and security of key IT systems and the secure handling of sensitive client data. The increasing sophistication of cyber threats poses a risk to the confidentiality, integrity, and availability of information assets. A successful cyberattack or data breach could result in financial loss, reputational damage, loss of clients, regulatory penalties, and disruption to operations. The group has implemented appropriate IT security measures, including access controls, encryption, and regular system monitoring, and continues to invest in cybersecurity awareness and training for staff. The directors regularly review the group’s cyber risk profile and ensure compliance with applicable data protection legislation. Page 2
CRONDALL ENERGY HOLDINGS LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025 The directors believe that the group’s risk management framework, sector knowledge, and client relationships position it well to manage these uncertainties.
Financial key performance indicators
The directors use a range of financial key performance indicators (KPIs) to monitor the group’s performance and financial health. These KPIs are reviewed regularly to support strategic decision-making and ensure the business remains on track to meet its objectives. The principal financial KPIs include: • Revenue Growth Revenue is monitored year-on-year to assess the group’s ability to grow its client base and expand service offerings. Growth is evaluated both in absolute terms and relative to market trends. • EBITDA EBITDA is used as a proxy for operating cash flow and provides a clear view of the company’s underlying profitability before non-cash and financing items. It is a key metric for assessing operational performance and comparing results across periods. • Net Profit Margin Net profit as a percentage of revenue is tracked to assess overall profitability and operational efficiency. This KPI reflects the group’s ability to manage overheads and scale sustainably. • Utilisation The proportion of billable hours to total available consultant hours is a key operational metric. High utilisation supports revenue generation and indicates effective workforce deployment. • Order Backlog The value of contracted but not yet delivered work provides visibility over future revenue and workload. A strong backlog supports business planning and resource allocation. • Monthly Value of Proposals Won This represents the total value of new client engagements secured during the month. It is a forward- looking indicator of revenue growth and market traction. • Proposals Outstanding The value of submitted but not yet awarded proposals provides insight into the near-term sales pipeline and potential future workload. • Debtor Days The average number of days taken to collect payment from clients is monitored to manage working capital and credit risk. The group targets a consistent and disciplined approach to receivables management. • Minimum Liquidity The group monitors its minimum cash position to ensure it can meet short-term obligations and withstand periods of volatility. Maintaining a prudent liquidity buffer is a key part of the company’s financial Page 3
CRONDALL ENERGY HOLDINGS LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025 risk management. Page 4
CRONDALL ENERGY HOLDINGS LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025 • Debt Service Coverage Ratio (DSCR) DSCR is used to assess the group’s ability to meet interest and principal repayments on its debt from operating cash flows. A strong DSCR provides assurance to lenders and supports financial resilience. • Gross Leverage Gross leverage, calculated as total debt divided by EBITDA, is monitored to assess the group’s overall indebtedness. This metric is used to evaluate the group’s capital structure and its capacity to take on additional financial obligations if required. These KPIs are considered in the context of the group’s strategic goals and market conditions. The directors are satisfied that the current performance indicators provide a balanced view of the group’s financial position and prospects. This report was approved by the board and signed on its behalf.
A-L Peters Director
Date: 7 October 2025
Page 5
CRONDALL ENERGY HOLDINGS LTD DIRECTORS' REPORT FOR THE PERIOD ENDED 31 MARCH 2025 The directors present their report and the financial statements for the period ended 31 March 2025. The company was incorporated on 9 January 2024. The consolidated financial statements include the results of the group headed by Crondall Energy Ltd from 28 March 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the period, after taxation, amounted to £250,159. No dividends were paid or recommended during the reporting period.
Directors
The directors who served during the period were:
A-L Peters (appointed 9 January 2024)
J M Anderson (appointed 28 March 2024, resigned 18 March 2025)
S W Booth (appointed 28 March 2024)
A D Hodgkins (appointed 28 March 2024)
R E Luff (appointed 28 March 2024)
D P Peace (appointed 28 March 2024)
J A Wishart (appointed 28 March 2024, resigned 29 September 2024)
B C Robertson (appointed 5 June 2024)
F Sinclair (appointed 17 January 2025)
Page 6
CRONDALL ENERGY HOLDINGS LTD DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025
Future developments
The Group intends to continue to provide services in the offshore energy market.
Financial instruments
The group’s financial instruments primarily comprise cash and cash equivalents, trade receivables, trade payables, bank loans and loan notes. The purpose of these instruments is to finance the group’s operations and manage working capital requirements. The group does not engage in complex financial instrument arrangements or derivatives, and does not hedge its exposures. The main risks arising from the group’s financial instruments are interest rate risk, credit risk, and liquidity risk: • Interest Rate Risk The group has long-term bank loans with floating interest rates, which exposes it to fluctuations in market interest rates. A significant rise in rates could increase borrowing costs and adversely affect profitability and cash flow. The directors monitor interest rate trends to manage this exposure. • Credit Risk Credit risk arises from trade receivables and cash held with financial institutions. The group’s exposure to credit risk is managed through client diversification, and active monitoring of receivables. Cash balances are held with reputable UK-based banks with high credit ratings. • Liquidity Risk The group manages liquidity risk by maintaining adequate cash reserves. Cash flow forecasts are prepared and reviewed regularly to ensure the group can meet its obligations as they fall due. The directors consider that the carrying value of financial assets and liabilities approximates their fair value. No material changes to the group’s financial risk management policies occurred during the year.
Research and development activities
The Group continues to undertake research and development activities in the developing energy sector.
Branches outside the United Kingdom
The Group has subsidiary entities in Singapore, USA and Norway and a branch in Indonesia.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditors are aware of that information. Page 7
CRONDALL ENERGY HOLDINGS LTD DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025
Post balance sheet events
There have been no significant events affecting the Group since the period end.
Auditors
Under section 487(2) of the Companies Act 2006, PKF Francis Clark will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
A-L Peters Director
Date: 7 October 2025
Page 8
CRONDALL ENERGY HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CRONDALL ENERGY HOLDINGS LTD
Opinion
We have audited the financial statements of Crondall Energy Holdings Limited (the ‘parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's loss for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 9
CRONDALL ENERGY HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CRONDALL ENERGY HOLDINGS LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 10
CRONDALL ENERGY HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CRONDALL ENERGY HOLDINGS LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: As part of our audit planning, we obtained an understanding of the legal and regulatory framework that is applicable to the group. We gained an understanding of the group and the industry in which the group operates as part of this assessment to identify the key laws and regulations affecting the group. We reviewed policies and procedures and made an appropriate team selection (ensuring competence and capability to recognise non-compliance). Key regulations we identified were around ISO accreditations and those that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and tax legislation. Based on this understanding we designed our audit procedures to identify non-compliance with relevant laws and regulations. Our procedures involved the following: ∙Enquiring of management regarding their knowledge of any non-compliances with laws and regulations that could affect the financial statements. As part of these enquiries, we also discussed with management whether there have been any known instances of fraud; ∙Reviewing legal and professional costs to identify any possible non-compliance; ∙Reviewing board minutes to identify any instances of non-compliance raised; and ∙Inspecting ISO9001 certificates and reports issued during the period. We assessed the susceptibility of the financial statements to material misstatement through management override or fraud and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements. The key risk we identified was in relation to the existence and cut-off of revenue. Based upon our understanding we designed and conducted audit procedures including: ∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness; ∙Selecting a sample of revenue from the general ledger, tracing it through to management’s ERP system and agreeing that data to signed customer contracts to ensure the existence of revenue; ∙Selecting a sample of revenue recognised at the end of the year, obtaining evidence of when the associated work was carried out to confirm it was in the same period; and ∙Reviewing estimates and judgements made in the accounts for any indication of bias, and challenging assumptions used by management in making the estimates. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. 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 deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Page 11
CRONDALL ENERGY HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CRONDALL ENERGY HOLDINGS LTD (CONTINUED) A further description of our responsibilities is available on the Financial Reporting Council’s website at 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 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. Chloe Mills FCA (Senior Statutory Auditor) PKF Francis Clark Statutory Auditors Towngate House 2-8 Parkstone Road Poole Dorset BH15 2PW 7 October 2025 Page 12
CRONDALL ENERGY HOLDINGS LTD CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 MARCH 2025
| Period ended 31 March
| 2025
| £
Turnover | 9,768,823
Cost of sales | (2,820,328)
Gross profit | 6,948,495
Administrative expenses | (6,827,302)
Other operating income | 223,555
Operating profit | 344,748
Interest receivable and similar income | 243
Interest payable and similar expenses | (289,246)
Profit before taxation | 55,745
Tax on profit | (305,904)
(Loss)/profit for the financial period | (250,159)
Currency translation differences | (6,055)
Other comprehensive income for the period | (6,055)
Total comprehensive income for the period | (256,214)
(Loss) for the period attributable to: |  |
Owners of the parent company |  | (250,159)
|  | (250,159)
The notes on pages 23 to 48 form part of these financial statements.
Page 13
CRONDALL ENERGY HOLDINGS LTD REGISTERED NUMBER: 15399501 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Intangible assets | 14 |  | 3,116,434
Tangible assets | 15 |  | 35,156
|  |  | 3,151,590
Current assets |  |  |
Debtors: amounts falling due after more than one year | 17 | 32,126 |
Debtors: amounts falling due within one year | 17 | 3,343,994 |
Cash at bank and in hand | 18 | 2,206,343 |
|  | 5,582,463 |
Creditors: amounts falling due within one year | 19 | (3,105,319) |
Net current assets |  |  | 2,477,144
Total assets less current liabilities |  |  | 5,628,734
Creditors: amounts falling due after more than one year |  |  | (2,130,924)
Provisions for liabilities |  |  |
Other provisions | 24 | (13,250) |
|  |  | (13,250)
Net assets |  |  | 3,484,560
Capital and reserves |  |  |
Called up share capital | 25 |  | 112
Share premium account | 26 |  | 279,988
Capital redemption reserve | 26 |  | 1
Other reserves | 26 |  | 3,480,673
Profit and loss account | 26 |  | (276,214)
Equity attributable to owners of the parent company |  |  | 3,484,560
|  |  | 3,484,560
Page 14
CRONDALL ENERGY HOLDINGS LTD REGISTERED NUMBER: 15399501 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 MARCH 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A-L Peters
Director
Date: 7 October 2025
The notes on pages 23 to 48 form part of these financial statements. Page 15
CRONDALL ENERGY HOLDINGS LTD REGISTERED NUMBER: 15399501 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 16 |  | 5,656,012
|  |  | 5,656,012
Current assets |  |  |
Debtors: amounts falling due after more than one year | 17 | 28,843 |
Debtors: amounts falling due within one year | 17 | 753,553 |
Cash at bank and in hand | 18 | 127,573 |
|  | 909,969 |
Creditors: amounts falling due within one year | 19 | (824,828) |
Net current assets |  |  | 85,141
Total assets less current liabilities |  |  | 5,741,153
Creditors: amounts falling due after more than one year | 20 |  | (2,130,924)
Net assets |  |  | 3,610,229
Capital and reserves |  |  |
Called up share capital | 25 |  | 112
Share premium account | 26 |  | 279,988
Capital redemption reserve | 26 |  | 1
Other reserves | 26 |  | 3,480,673
Loss/(profit) for the period |  | (130,545) |
Other changes in the profit and loss account |  | (20,000) |
Profit and loss account carried forward |  |  | (150,545)
|  |  | 3,610,229
Page 16
CRONDALL ENERGY HOLDINGS LTD REGISTERED NUMBER: 15399501 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 MARCH 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A-L Peters
Director
Date: 7 October 2025
The notes on pages 23 to 48 form part of these financial statements. Page 17

|  | CRONDALL ENERGY HOLDINGS LTD |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Other reserves | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| Comprehensive income for the period |  |  |  |  |  |
| Loss for the period | - | - | - | - | (250,159) | (250,159)
| Currency translation differences | - | - | - | - | (6,055) | (6,055)
| Total comprehensive income for the period | - | - | - | - | (256,214) | (256,214)
| Contributions by and distributions to owners |  |  |  |  |  |
| Purchase of own shares | - | - | 1 | - | (20,000) | (19,999)
| Shares issued during the period | 112 | 279,988 | - | - | - | 280,100
| Shares redeemed during the period | (1) | - | - | - | - | (1)
| Merger relief reserve | - | - | - | 3,480,673 | - | 3,480,673
| Total transactions with owners | 111 | 279,988 | 1 | 3,480,673 | (20,000) | 3,740,773
| At 31 March 2025 | 111 | 279,988 | 1 | 3,480,673 | (276,214) | 3,484,559
| The notes on pages 23 to 48 form part of these financial statements.
Page 18

|  | CRONDALL ENERGY HOLDINGS LTD |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Other reserves | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| Comprehensive income for the period |  |  |  |  |  |
| Loss for the period | - | - | - | - | (130,545) | (130,545)
| Total comprehensive income for the period | - | - | - | - | (130,545) | (130,545)
| Contributions by and distributions to owners |  |  |  |  |  |
| Purchase of own shares | - | - | 1 | - | (20,000) | (19,999)
| Shares issued during the period | 112 | 279,988 | - | - | - | 280,100
| Shares redeemed during the period | (1) | - | - | - | - | (1)
| Merger relief reserve | - | - | - | 3,480,673 | - | 3,480,673
| Total transactions with owners | 111 | 279,988 | 1 | 3,480,673 | (20,000) | 3,740,773
| At 31 March 2025 | 111 | 279,988 | 1 | 3,480,673 | (150,545) | 3,610,228
| The notes on pages 23 to 48 form part of these financial statements.
Page 19

CRONDALL ENERGY HOLDINGS LTD CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2025
|  |  | 2025
|  |  | £
Cash flows from operating activities |
Profit for the financial period | (250,159)
Adjustments for: |
Amortisation of intangible assets | 389,472
Depreciation of tangible assets | 30,976
Loss on disposal of tangible assets | 175
Interest paid | 281,849
Interest received | (243)
Taxation charge | 305,904
(Increase) in debtors | (298,885)
(Decrease) in creditors | 74,809
Increase in provisions | 3,000
Corporation tax received | 37,196
Foreign exchange movement | (6,055)
R&D tax credit income | (223,155)
Net cash generated from operating activities | 344,884
Cash flows from investing activities |
Purchase of intangible fixed assets | (1,840)
Purchase of tangible fixed assets | (3,672)
Interest received | 243
Cash inflow on acquisition | 110,177
Net cash from investing activities | 104,908
Cash flows from financing activities |
Issue of ordinary shares | 150,500
Purchase of ordinary shares | (20,000)
New loans | 1,884,875
Interest paid | (258,824)
Net cash used in financing activities | 1,756,551
Net increase in cash and cash equivalents | 2,206,343
Page 20
CRONDALL ENERGY HOLDINGS LTD CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025
|  | 2025
|  | £
Cash and cash equivalents at the end of period comprise: |
Cash at bank and in hand | 2,206,343
| 2,206,343
The notes on pages 23 to 48 form part of these financial statements.
Page 21
CRONDALL ENERGY HOLDINGS LTD CONSOLIDATED ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 31 MARCH 2025
|  | Cash flows | Other non-cash changes | At 31 March 2025
|  | £ | £ | £
Cash at bank and in hand | 2,206,343 | - | 2,206,343
Debt due after 1 year | (276,976) | - | (276,976)
Debt due within 1 year | (1,607,899) | (23,025) | (1,630,924)
| 321,468 | (23,025) | 298,443
The notes on pages 23 to 48 form part of these financial statements.
Page 22
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
1. | General information
Crondall Energy Holdings Ltd is a private company limited by shares. It is incorporated in England and its registered office address is Wey Court West, Union Road, Farnham, Surrey, GU9 7PT. Its registered number is 15399501. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. The consolidated financial statements include the results of the group headed by Crondall Energy Ltd from 28 March 2024. Page 23
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. 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. 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.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: 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.
| 2.5 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 24
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.6 | Research and development
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.
| 2.7 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds. Page 25
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 26
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.12 | Intangible assets
Goodwill 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. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - | 10 | years
|  |  |  | Computer software | - | 5 | years
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | over the life of the lease
|  |  |  | Office equipment | - | 20%, 33% and 50% straight line
|  |  |  | Computer equipment | - | 20% and 33% straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 27
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.18 | Holiday pay and time in lieu accrual
A liability is recognised to the extent of any unused holiday pay entitlement and accumulated time in lieu which is accrued at the Statement of Financial Position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future entitlement so accrued at the Statement of Financial Position date.
| 2.19 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.20 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is Page 28
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
| 2.21 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 29
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the accounting policies, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key sources of estimation uncertainty that may have a significant effect on the amounts recognised in the financial statements are; Useful economic lives of tangible and intangible assets The annual depreciation and amortisation charge is sensitive to changes in the economic lives and residual values of the assets. Provisions The carrying value of provisions at the balance sheet date is estimated. Revenue recognition The timing of recognising revenue is subject to judgement. Page 30
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Consultancy | 8,229,580
| Technology | 1,539,243
|  | 9,768,823
Analysis of turnover by country of destination:
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| United Kingdom | 4,249,324
| Africa | 1,483,319
| Asia | 570,326
| Rest of Europe | 600,616
| South America | 2,417,113
| North America | 291,710
| Australia | 156,415
|  | 9,768,823
5. | Other operating income
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| R&D expenditure credit income | 223,155
| Sundry income | 400
|  | 223,555
Page 31
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
6. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Exchange differences | 20,778
| Other operating lease rentals | 163,894
7. | Auditors' remuneration
| During the period, the Group obtained the following services from the company's auditors:
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements | 28,450
Page 32
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Wages and salaries | 3,887,529 | -
| Social security costs | 481,241 | -
| Cost of defined contribution scheme | 657,264 | -
|  | 5,026,034 | -
| The average monthly number of group employees, including the directors, during the period was as follows:
|  |  | Period ended 31 March
|  |  | 2025
|  |  | No.
|  | Employees | 51
| The company has no employees other than the directors, who were remunerated for their services through Crondall Energy Consultants Ltd.
9. | Directors' remuneration
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Directors' emoluments | 766,111
| Group contributions to defined contribution pension schemes | 149,697
|  | 915,808
| During the period retirement benefits were accruing to 7 directors in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £199,669.
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,086.
Page 33
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
10. | Interest receivable
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Other interest receivable | 243
|  | 243
11. | Interest payable and similar expenses
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Other loan interest payable | 289,246
|  | 289,246
Page 34
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
12. | Taxation
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Corporation tax |
| Current tax on profits for the year | 69,281
| Adjustments in respect of previous periods | 20,995
|  | 90,276
| Foreign tax |
| Foreign tax in respect of prior periods | 28,250
|  | 28,250
| Total current tax | 118,526
| Deferred tax |
| Origination and reversal of timing differences | 187,378
| Total deferred tax | 187,378
| Tax on profit | 305,904
Page 35
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 12.Taxation (continued)
| Factors affecting tax charge for the period
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|  |  |  |  | Period ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Profit on ordinary activities before tax | 55,745
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | 13,936
| Effects of: |
| Non-tax deductible amortisation of goodwill and impairment | 96,205
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 10,557
| Capital allowances for period in excess of depreciation | 7,545
| Utilisation of tax losses | (109,844)
| Adjustments to tax charge in respect of prior periods | 20,995
| Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge | 1,147
| Double taxation relief | (1,661)
| Unrelieved tax losses carried forward | 44,624
| Other differences leading to an increase (decrease) in the tax charge | 35,022
| Deferred tax movement | 187,378
| Total tax charge for the period | 305,904
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
13. | Parent company profit for the year
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 loss after tax of the parent company for the period was £130,545. Page 36
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
14. | Intangible assets
| Group
|  | Computer software | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| Additions | 1,840 | 2,901,720 | 2,903,560
| On acquisition of subsidiaries | 28,568 | 573,778 | 602,346
| At 31 March 2025 | 30,408 | 3,475,498 | 3,505,906
| Amortisation |  |  |
| Charge for the period on owned assets | 4,654 | 384,818 | 389,472
| At 31 March 2025 | 4,654 | 384,818 | 389,472
| Net book value |  |  |
| At 31 March 2025 | 25,754 | 3,090,680 | 3,116,434
| The company has no intangible assets.
Page 37
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
15. | Tangible fixed assets
| Group
|  | Leasehold improvements | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| Additions | - | 577 | 3,095 | 3,672
| Acquisition of subsidiary | 1,054 | 10,911 | 50,670 | 62,635
| Disposals | - | (423) | (1,702) | (2,125)
| Exchange adjustments | - | (56) | (45) | (101)
| At 31 March 2025 | 1,054 | 11,009 | 52,018 | 64,081
| Depreciation |  |  |  |
| Charge for the period on owned assets | 695 | 3,839 | 26,439 | 30,973
| Disposals | - | (311) | (1,639) | (1,950)
| Exchange adjustments | - | (52) | (46) | (98)
| At 31 March 2025 | 695 | 3,476 | 24,754 | 28,925
| Net book value |  |  |  |
| At 31 March 2025 | 359 | 7,533 | 27,264 | 35,156
| The company has no tangible fixed assets.
16. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 5,656,012
| At 31 March 2025 | 5,656,012
Page 38
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Crondall Energy Ltd | UK | consultancy to the offshore energy sector | Ordinary | 100%
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Crondall Energy Consultants Ltd | UK | consultancy to the offshore energy sector | Ordinary | 100%
| Crondall Energy Subsea Ltd | UK | consultancy to the offshore energy sector | Ordinary | 100%
| Crondall Energy Consultants PTE Ltd, including a permanent establishment in Indonesia | Singapore | consultancy to the offshore energy sector | Ordinary | 100%
| Crondall Energy Consultants Inc | USA | consultancy to the offshore energy sector | Ordinary | 100%
| Crondall Energy Consultants AS | Norway | consultancy to the offshore energy sector | Ordinary | 100%
| Buoyant Production Technologies Limited | UK | consultancy to the offshore energy sector | Ordinary | 100%
| The following companies are entitled to exemption from the requirement to have an audit under the provisions of section 479A of the Companies Act 2006 and have taken advantage of this exemption: Crondall Energy Ltd (registered number 11678365) Crondall Energy Consultants Ltd (registered number 04086014) Crondall Energy Subsea Ltd (registered number 07747043) Buoyant Production Technologies Limited (registered number 11412897)
17. | Debtors
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Due after more than one year |  |
| Other debtors | 32,126 | 28,843
|  | 32,126 | 28,843
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
Page 39
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 17.Debtors (continued)
| Due within one year |  |
| Trade debtors | 2,080,903 | -
| Amounts owed by group undertakings | - | 710,105
| Other debtors | 638,018 | 43,448
| Prepayments and accrued income | 585,698 | -
| Deferred taxation | 39,375 | -
|  | 3,343,994 | 753,553
18. | Cash and cash equivalents
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Cash at bank and in hand | 2,206,343 | 127,573
|  | 2,206,343 | 127,573
Page 40
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Other loans | 276,976 | 276,976
| Trade creditors | 657,239 | -
| Amounts owed to group undertakings | - | 37,455
| Corporation tax | 2,587 | 2,507
| Other taxation and social security | 260,941 | -
| Other creditors | 535,286 | 468,893
| Accruals and deferred income | 1,372,290 | 38,997
|  | 3,105,319 | 824,828
| The following liabilities were secured:
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Other loans | 276,976 | 276,976
|  | 276,976 | 276,976
| Details of security provided:
The other loans are secured by fixed and floating charges over the property or undertakings of the group companies. Page 41
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
20. | Creditors: Amounts falling due after more than one year
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Other loans | 1,630,924 | 1,630,924
| Other creditors | 500,000 | 500,000
|  | 2,130,924 | 2,130,924
| The other creditors of £500,000 comprise subordinated redeemable loan notes. The interest rate is 6% per annum. The loan notes are repayable in equal instalments on 31 March 2027, 31 March 2028 and 30 March 2029.
| The following liabilities were secured:
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Other loans | 1,630,924 | 1,630,924
|  | 1,630,924 | 1,630,924
| Details of security provided:
The other loans are secured by fixed and floating charges over the property or undertakings of the group companies. Page 42
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Amounts falling due within one year |  |
| Other loans | 276,976 | 276,976
| Amounts falling due 1-2 years |  |
| Other loans | 276,975 | 276,975
| Amounts falling due 2-5 years |  |
| Other loans | 1,353,949 | 1,353,949
|  | 1,907,900 | 1,907,900
| On 28 March 2024 the company borrowed £1,200,000 as Facility A and £800,000 as Facility B from TC Loans Limited. The interest rate for each loan is base rate plus 7.95% per annum. Facility A is repayable in 48 monthly instalments of £25,000 from April 2025 to March 2029. Facility B is repayable in full on 28 March 2029. The loans are secured by fixed and floating charges over the property or undertakings of the group companies.
22. | Financial instruments
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Financial assets |  |
| Financial assets measured at amortised cost | 4,560,579 | 903,410
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | (4,312,826) | (2,924,795)
| Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings, staff loans, accrued income and cash at bank.
| Financial liabilities measured at amortised cost comprise loans, loan note, trade creditors, amounts owed to group undertakings, deferred consideration, credit cards and accruals.
Page 43
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
23. | Deferred taxation
| Group
|  | 2025
|  | £
| Charged to profit or loss | (187,378)
| Arising on business combinations | 226,753
| At end of year | 39,375
| Company
|  | 2025
| At end of year | -
| The deferred tax asset is made up as follows:
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Accelerated capital allowances | (15,227) | -
| Tax losses carried forward | 47,425 | -
| Short term timing differences | 7,177 | -
|  | 39,375 | -
24. | Provisions
| Group
|  | Dilapidation provision
|  | £
| Charged to profit or loss | 3,000
| Arising on business combinations | 10,250
| At 31 March 2025 | 13,250
Page 44
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
25. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 111,500 Ordinary shares of £0.001 each | 112
On 9 January 2024 the company was incorporated issuing 1 Ordinary share of £0.001 each at par. On 28 March 2024 the company issued 99,999 Ordinary shares of £0.001 each as part of a share for share exchange at total fair value of £3,480,739. On 28 March 2024 the company issued 12,384 Ordinary shares of £0.001 each for total consideration of £280,000. On 27 January 2025 the company bought back 884 Ordinary shares of £0.001 each for total consideration of £20,000.
26. | Reserves
Share premium account The share premium account represents the amount paid in excess of the nominal value for equity share capital. Capital redemption reserve The capital redemption reserve represents the nominal value of shares bought back by the company. Merger relief reserve The merger relief reserve represents the fair value in excess of the nominal value for equity share capital issued on the acquisition of Crondall Energy Ltd. Profit and loss account The profit and loss account represents cumulative profits and losses net of other adjustments. Page 45
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
27. | Business combinations
The company acquired the Crondall Energy Ltd group on 28 March 2024.
| Acquisition of the Crondall Energy Ltd group
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 62,635 | - | 62,635
| Intangible | 602,346 | - | 602,346
|  | 664,981 | - | 664,981
| Current Assets |  |  |
| Debtors | 3,038,681 | - | 3,038,681
| Cash at bank and in hand | 1,166,524 | - | 1,166,524
| Total Assets | 4,870,186 | - | 4,870,186
| Creditors |  |  |
| Due within one year | (2,105,644) | - | (2,105,644)
| Provisions for liabilities | (10,250) | - | (10,250)
| Total Identifiable net assets | 2,754,292 | - | 2,754,292
| Goodwill | 2,901,720
| Total purchase consideration | 5,656,012
| Consideration
|  |  |  |  | £
| Cash | 868,892
| Equity instruments | 3,480,773
| Debt instruments | 500,000
| Deferred consideration | 618,892
| Directly attributable costs | 187,455
| Total purchase consideration | 5,656,012
Page 46
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 27.Business combinations (continued)
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 868,892
| Directly attributable costs | 187,455
|  | 1,056,347
| Less: Cash and cash equivalents acquired | (1,166,524)
| Net cash inflow on acquisition | (110,177)
| The results of the Crondall Energy Ltd group since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 9,768,823
| Profit for the period since acquisition | 420,557
28. | Pension commitments
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £629,004. Contributions totalling £64,572 were payable to the fund at the reporting date.
29. | Commitments under operating leases
| At 31 March 2025 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group
|  | 2025
|  | £
| Not later than 1 year | 33,615
|  | 33,615
| The company had no commitments under non-cancellable operating leases at the reporting date.
Page 47
CRONDALL ENERGY HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
30. | Related party transactions
| Related party transactions and balances with wholly owned members of the group are not disclosed in accordance with section 33 of FRS 102. Key management personnel are considered to be the directors of the company and their remuneration is disclosed in note 9. TC Loans Limited holds a fixed and floating charge over all the subsidiary company's assets as security against the loans made to Crondall Energy Holdings Ltd. As part of the group restructuring, key management personnel received loan notes and deferred consideration. At 31 March 2025 £916,697 was owed by the company to key management personnel.
Page 48