Company Registration No. SC533348 (Scotland)
PRAGMA WELL TECHNOLOGY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PRAGMA WELL TECHNOLOGY LIMITED
COMPANY INFORMATION
Directors
S Ferguson
N McGuinness
S Kent
(Appointed 14 October 2025)
D Stephenson
(Appointed 13 October 2025)
Company number
SC533348
Registered office
Wellheads Crescent
Wellheads Industrial Estate
Aberdeen
United Kingdom
AB21 7GA
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
PRAGMA WELL TECHNOLOGY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Notes to the financial statements
14 - 27
PRAGMA WELL TECHNOLOGY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Principal activities

The principal activity of Pragma Well Technology Limited (“the company”) and its subsidiary Downhole Tools International Limited (“DTI”) (together the “group”), is as a leading provider of production, intervention and abandonment technologies for the oil and gas industry and increasingly innovative technologies for the renewables energy market.

The group is part of the Frontrow Energy Technology Group (“FETGL”).

Results and business review and key performance indicators

The directors consider turnover and EBITDA to be key performance indicators in their ability to monitor the group’s strategic and operational effectiveness. Additionally, the directors monitor cash invested in developing new technology and the likely chances of operational and financial success of new products.

Turnover for the year was £5.0m (2023: £4.8m) and adjusted EBITDA was a loss of £155k (2023 - £447k loss) after adding back FETGL management fees of £120k (2023: £120k). The group’s net liabilities at 31 December 2024 were £7.2m (2023: net liabilities £5.1m).

2024 was a challenging year for the group, with the continuation of capital tightening seen in 2023 impacting on sales, with higher interest rates impacting the cost of holding stock or holding assets for our customers. The group, however, continued to commercialise its innovative M-Bubble technology and intensified focus on our core product lines to drive future sales growth.

Principal risks and uncertainties

The Group faces the economic risks associated with the oil sector, particularly the oil price and its effect on the levels of activity in the industry. The Group also faces technology risk as we continue to develop several new products, many of which are innovative in the market. The Group continually reviews the macro environment and its technology under development to ensure the business can react appropriately.

Future developments

The trading environment has remained challenging in 2025, with further funding received from Frontrow Energy Technology Group Limited to allow for continued development of the group. The group continued to develop its M-Bubble technology, completing a project to adapt the technology for carbon capture applications which has led to follow on orders. The group also delivered a repeat order for its Annular Safety Valves (“ASVs”) for hydrogen storage application. Combined, these projects firmly position the group in the energy transition space. The group continues to invest in its sales team to further develop its relationship and proximity to its customers.

This, combined with our continued product development gives confidence to the Board that the group will return to profitability in 2026 and beyond.

Going concern

The consolidated financial statements report an EBITDA loss of £155k (2023 - EBITDA loss of £447k) after adding back FETGL management fees, net current assets of £1.0m (2023: £1.7m), and net liabilities of £7.2m (2023: £5.1m). Included within net liabilities are borrowings payable after more than one year of £9.7m (2023: £8.9m). The borrowings are repayable on the earliest of a disposal, a listing of the company or 31 December 2028.

The fragility of both the UK and wider global economy means significant focus is placed on the adoption of going concern concept for the preparation of the financial statements. The group’s leadership has prepared a long-term strategy plan for the development of the business over the next period, which contains detailed plans and financial projections. As part of this long-term strategy, the company’s shareholders have committed to a further investment of £1.75m into the business now, which allows this strategy to be implemented. As part of strong financial management, group financial performance will continue to be monitored against the long-term strategy, with delivery of this critical for the business.

PRAGMA WELL TECHNOLOGY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Going concern (continued)

The long-term strategy gives confidence to the Board of Directors that the company and its subsidiary will be able to meet their liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements and as such, the Board of Directors have prepared these financial statements on a going concern basis.

Financial risk management objectives and policies

The Group’s activities expose it to a number of financial risks including credit risk, foreign currency exposure and liquidity risk.

Credit risk

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

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

Foreign currency risk

The Group’s technology is being marketed around the world. The Group transacts predominately in GBP and USD and occasionally EUR. The Group translates any material excess currency holdings back to GBP regularly and does not operate currency hedging or derivatives for risk management or speculative purposes.

Liquidity risk

The Group’s main liquidity risk is from customers and risk of overruns on technology development. The Group works hard to ensure that payments are received on time, and we closely manage the investment made in each new product, and regularly assess its viability and marketability.

This report was approved by the board and signed on its behalf.

S Ferguson
Director
4 February 2026
PRAGMA WELL TECHNOLOGY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

Directors

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

Mr S Ferguson
Mr N McGuinness
Mr G Smart - resigned on 29 January 2026
Mr C Smith - held office during the year and resigned on 30 October 2025
After the year end
Mr S Kent - appointed on 14 October 2025
Mr D Stephenson - appointed on 13 October 2025
Qualifying third party indemnity provisions

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

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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

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

- the directors have taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the parent company and the group's auditor is aware of that information.

Matters contained in the Strategic Report

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

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption provided by section 415A of the Companies Act 2006.

On behalf of the board
S Ferguson
Director
4 February 2026
PRAGMA WELL TECHNOLOGY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

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

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

- select suitable accounting policies and then apply them consistently;

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

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

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

PRAGMA WELL TECHNOLOGY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PRAGMA WELL TECHNOLOGY LIMITED
- 5 -
Opinion

We have audited the financial statements of Pragma Well Technology Limited (the 'parent company') and its subsidiaries ('the group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including F inancial R eporting S tandard 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 December 2024 and of the group's loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

PRAGMA WELL TECHNOLOGY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PRAGMA WELL TECHNOLOGY LIMITED
- 6 -

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 the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

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 identifie d material misstatements in the strategic report and the directors' report.

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

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

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

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

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

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

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

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

PRAGMA WELL TECHNOLOGY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PRAGMA WELL TECHNOLOGY LIMITED
- 7 -

Extent to which the audit wa s considered capable of detecting irregularities, including fraud (continued)

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 group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- Companies Act 2006;

- UK Tax legislation; and

- UK Generally Accepted Accounting Practice

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

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

- Management override of controls; and

- Revenue recognition.

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

- Performing audit work procedures confirming the occurrence of revenue by conducting appropriate testing over these revenue streams and conducting appropriate cut-off testing at year end to ensure sales are recorded in the correct financial year;

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

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

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

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

- Agreement of the financial statement disclosures to supporting documentation.

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

PRAGMA WELL TECHNOLOGY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PRAGMA WELL TECHNOLOGY LIMITED
- 8 -

Use of our report
This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Lisa Thomson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
4 February 2026
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
PRAGMA WELL TECHNOLOGY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
Turnover
4,990,603
4,833,570
Cost of sales
(3,359,639)
(3,434,746)
Gross profit
1,630,964
1,398,824
Administrative expenses
(2,661,540)
(2,801,478)
Other operating income
4,463
9,054
Operating loss
(1,026,113)
(1,393,600)
Interest receivable and similar income
486
-
0
Interest payable and similar expenses
(1,116,286)
(881,218)
Loss before taxation
(2,141,913)
(2,274,818)
Tax on loss
4
-
0
423,769
Loss for the financial year and total comprehensive expense
(2,141,913)
(1,851,049)
Loss and total comprehensive expense for the current and prior financial years is all attributable to the owners of the parent company.
PRAGMA WELL TECHNOLOGY LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
6
1,104,642
1,697,533
Tangible assets
7
367,778
364,132
1,472,420
2,061,665
Current assets
Stocks
10
870,120
1,158,950
Debtors
11
1,295,602
1,664,638
Cash at bank and in hand
95,023
178,506
2,260,745
3,002,094
Creditors: amounts falling due within one year
12
(1,276,054)
(1,285,213)
Net current assets
984,691
1,716,881
Total assets less current liabilities
2,457,111
3,778,546
Creditors: amounts falling due after more than one year
13
(9,684,069)
(8,863,591)
Net liabilities
(7,226,958)
(5,085,045)
Capital and reserves
Called up share capital
16
20,658
20,658
Share premium account
17
87,629
87,629
Profit and loss reserves
17
(7,335,245)
(5,193,332)
Total deficit
(7,226,958)
(5,085,045)

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

The financial statements were approved by the board of directors and authorised for issue on 4 February 2026 and are signed on its behalf by:
04 February 2026
Mr N McGuinness
Mr S Ferguson
Director
Director
PRAGMA WELL TECHNOLOGY LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
6
297,916
383,244
Tangible assets
7
12,631
15,247
Investments
8
4,032,590
4,032,590
4,343,137
4,431,081
Current assets
Debtors
11
21,888
368,434
Cash at bank and in hand
24,449
68,626
46,337
437,060
Creditors: amounts falling due within one year
12
(1,182,282)
(1,126,903)
Net current liabilities
(1,135,945)
(689,843)
Total assets less current liabilities
3,207,192
3,741,238
Creditors: amounts falling due after more than one year
13
(9,653,972)
(8,752,656)
Net liabilities
(6,446,780)
(5,011,418)
Capital and reserves
Called up share capital
16
20,658
20,658
Share premium account
17
87,629
87,629
Profit and loss reserves
17
(6,555,067)
(5,119,705)
Total deficit
(6,446,780)
(5,011,418)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £1,435,362 (2023: £1,327,557 loss).

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

The financial statements were approved by the board of directors and authorised for issue on 4 February 2026 and are signed on its behalf by:
04 February 2026
Mr N McGuinness
Mr S Ferguson
Director
Director
Company Registration No. SC533348
PRAGMA WELL TECHNOLOGY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
20,658
87,629
(3,342,283)
(3,233,996)
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
(1,851,049)
(1,851,049)
Balance at 31 December 2023
20,658
87,629
(5,193,332)
(5,085,045)
Year ended 31 December 2024:
Loss and total comprehensive expense for the year
-
-
(2,141,913)
(2,141,913)
Balance at 31 December 2024
20,658
87,629
(7,335,245)
(7,226,958)
PRAGMA WELL TECHNOLOGY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
20,658
87,629
(3,792,148)
(3,683,861)
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
(1,327,557)
(1,327,557)
Balance at 31 December 2023
20,658
87,629
(5,119,705)
(5,011,418)
Year ended 31 December 2024:
Loss and total comprehensive expense for the year
-
-
(1,435,362)
(1,435,362)
Balance at 31 December 2024
20,658
87,629
(6,555,067)
(6,446,780)
PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Pragma Well Technology Limited (“the parent company”) is a private company limited by shares domiciled and incorporated in Scotland. The registered office and principal location of business is Wellheads Crescent, Wellheads Industrial Estate, Aberdeen, AB21 7GA. The group's principal activities are per page 1 within the strategic report.

The group consists of Pragma Well Technology Limited and its subsidiary (the "group").

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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

The parent 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 parent company and group has taken advantage of the exemptions available under FRS 102, Section 33, and not disclosed transactions with companies that are part of the same group of companies.

1.2
Going concern

The consolidated financial statements report an EBITDA loss of £155 k (2023 - EBITDA loss of £447k) after adding back FETGL management fees, net current assets of £1.0m (2023: £1.7m), and net liabilities of £7.2m (2023: £5.1m). Included within net liabilities are borrowings payable after more than one year of £9.7m (2023: £8.9 m). The borrowings are repayable on the earliest of a disposal, a listing of the company or 31 December 2028.

The fragility of both the UK and wider global economy means significant focus is placed on the adoption of going concern concept for the preparation of the financial statements. The group’s leadership has prepared a long-term strategy plan for the development of the business over the next period, which contains detailed plans and financial projections. As part of this long-term strategy, the company’s shareholders have committed to a further investment of £1.75m into the business now, which allows this strategy to be implemented. As part of strong financial management, group financial performance will continue to be monitored against the long-term strategy, with delivery of this critical for the business.

The long-term strategy gives confidence to the Board of Directors that the company and its subsidiary will be able to meet their liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements and as such, the Board of Directors have prepared these financial statements on a going concern basis.

PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated financial statements present the results of the c ompany and its own subsidiaries ("the g roup") 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 b alance s heet, 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 c onsolidated s tatement of c omprehensive i ncome from the date on which control is obtained. They are deconsolidated from the date control ceases.

1.4
Turnover

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

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

- Revenue related to engineering projects is recognised at each billing milestone which aligns with the stages of completion;

- Revenue related to sale of goods is recognised when risk and rewards of ownership transfer to the buyer which is usually when the goods are made available for collection to the buyer (ex-works sales);

- Revenue relating to rentals and other services provided is recognised when the service has taken place; and

- Revenue is recognised on despatch unless there are other applicable incoterms.

Rendering of services

Turnover 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 turnover 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.

Interest income

Interest income is recognised in the consolidated statement of comprehensive income using the effective interest method.

1.5
Research and development expenditure

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.

PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.6
Intangible fixed 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 g roup'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 c onsolidated s tatement of c omprehensive i ncome over its useful economic life of five years.

1.7
Intangible fixed assets other than goodwill

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of useful life cannot be made, the useful life shall not exceed ten years.

1.8
Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
20%-25% straight line
Plant and machinery
25% reducing balance or 25%-33% straight line
Fixtures and fittings and equipment
25% reducing balance or 25% 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.

G ains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the c onsolidated s tatement of c omprehensive i ncome.

1.9
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.11
Stocks

Stocks are stated at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. Net realisable value is calculated as the estimated selling price less costs to complete and sell. Work in progress and finished goods include labour and attributable overheads that have been incurred in bringing the stocks to their present location and condition, based upon an hourly absorption rate.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the c onsolidated s tatement of c omprehensive i ncome.

1.12
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.

1.13
Financial instruments

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

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

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

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the balance sheet date.

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

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.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

1.14
Finance costs

Finance costs are charged to the c onsolidated s tatement of c omprehensive i ncome 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.

PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Borrowing costs

All borrowing costs are recognised in the c onsolidated s tatement of c omprehensive i ncome in the year in which they are incurred.

1.15
Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the c onsolidated s tatement of c omprehensive in come 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.

Current tax

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the c ompany and the g roup operate and generate income.

Deferred tax

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

- Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the g roup can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

1.16
Pensions

The g roup operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the g roup pays fixed contributions into a separate entity. Once the contributions have been paid the g roup has no further payment obligations.

The contributions are recognised as an expense in the c onsolidated s tatement of c omprehensive i ncome when they fall due. Amounts not paid are shown in accruals as a liability in the b alance s heet. The assets of the plan are held separately from the g roup in independently administered funds.

1.17
Operating leases: the group as lessee

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

PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.18
Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the c onsolidated s tatement of c omprehensive i ncome.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the c onsolidated s tatement of c omprehensive i ncome within 'finance income or costs'. All other foreign exchange gains and losses are recognised in administrative expenses.

2
Judgements and key sources of estimation uncertainty

The d irectors make estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the g roup's accounting policies. Estimates and judgement are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Overhead allocation to stock and work-in-progress

Stock (excluding raw materials) and work-in-progress balances includes an allocation of overheads that have been incurred in bringing the inventories to their present location and condition. The inclusion of overheads within inventory is determined by management, based upon an hourly absorption rate. The proportion of certain costs attributed to production is a key estimate made by management.

Carrying value of goodwill

The directors are required to consider any potential indicators of impairment on an annual basis in relation to the carrying value of goodwill. Having considered potential indicators, the directors have undertaken a detailed impairment assessment at the year end date. Based upon the results of the impairment assessment, the directors have concluded that the carrying value of the goodwill is not impaired. The carrying amount of the goodwill held in the group balance sheet at the reporting date was £755,264 (2023: £1,258,775).

Carrying value of investment in subsidiary

The directors are required to consider any potential indicators of impairment on an annual basis in relation to the carrying value of investments. Having considered potential indicators, the directors have undertaken a detailed impairment assessment at the year end date. Based upon the results of the impairment assessment, the directors have concluded that the carrying value of the investment is not impaired. The carrying amount of the investment held by the company at the reporting date was £4,032,590 (2023: £4,032,590).

Contract accounting

The values recognised in relation to rendering of services that are in progress at the balance sheet date involve estimates on the proportion of work carried out. Profits on these contracts are calculated on a prudent basis to reflect turnover and related costs as the contract progresses. Profit is only recognised when the final outcome is considered to be assessed with reasonable certainty. The company regularly reviews these estimates to ensure they reflect the latest known position.

PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
3
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Total
36
39
3
4
4
Taxation
2024
2023
£
£
Current tax
Group tax relief
-
0
(323,055)
Deferred tax
Origination and reversal of timing differences
-
0
(101,104)
Adjustment in respect of prior periods
-
0
390
Total deferred tax
-
0
(100,714)
Total tax charge/(credit)
-
0
(423,769)

The parent company and group has a potential deferred tax asset of £633,835 (2023: £375,720) and £611,308 (2023: £303,936) respectively in respect of trading losses and short term timing differences measured at a rate of 25% (2023: 25%), which has not been recognised in the financial statements, as it is not certain that it will be recovered in the near future against the reversal of deferred tax liabilities or over future taxable profits.

5
Impairments

Impairment tests have been carried out where appropriate and the following impairment (credits)/losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Intangible assets
6
(18,328)
56,885
Recognised in:
Administrative expenses
(18,328)
56,885
PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
6
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 1 January 2024
2,517,552
872,846
3,390,398
Additions
-
0
64,192
64,192
Disposals
-
0
(76,692)
(76,692)
At 31 December 2024
2,517,552
860,346
3,377,898
Amortisation and impairment
At 1 January 2024
1,258,777
434,088
1,692,865
Amortisation charged for the year
503,511
140,399
643,910
Impairment losses
-
0
(18,328)
(18,328)
Disposals
-
0
(45,191)
(45,191)
At 31 December 2024
1,762,288
510,968
2,273,256
Carrying amount
At 31 December 2024
755,264
349,378
1,104,642
At 31 December 2023
1,258,775
438,758
1,697,533
Company
Development costs
£
Cost
At 1 January 2024
751,160
Additions
60,146
Disposals
(76,692)
At 31 December 2024
734,614
Amortisation and impairment
At 1 January 2024
367,916
Amortisation charged for the year
132,301
Impairment losses
(18,328)
Disposals
(45,191)
At 31 December 2024
436,698
Carrying amount
At 31 December 2024
297,916
At 31 December 2023
383,244
PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
7
Tangible fixed assets
Group
Leasehold improvements
Plant and machinery etc
Office equipment
Total
£
£
£
£
Cost
At 1 January 2024
30,422
613,235
40,323
683,980
Additions
1,480
127,582
-
0
129,062
At 31 December 2024
31,902
740,817
40,323
813,042
Depreciation and impairment
At 1 January 2024
24,844
282,290
12,714
319,848
Depreciation charged in the year
1,997
107,723
15,696
125,416
At 31 December 2024
26,841
390,013
28,410
445,264
Carrying amount
At 31 December 2024
5,061
350,804
11,913
367,778
At 31 December 2023
5,578
330,945
27,609
364,132
Company
Plant and machinery etc
Office equipment
Total
£
£
£
Cost
At 1 January 2024
31,065
10,071
41,136
Additions
3,133
-
0
3,133
At 31 December 2024
34,198
10,071
44,269
Depreciation and impairment
At 1 January 2024
17,677
8,212
25,889
Depreciation charged in the year
4,638
1,111
5,749
At 31 December 2024
22,315
9,323
31,638
Carrying amount
At 31 December 2024
11,883
748
12,631
At 31 December 2023
13,388
1,859
15,247
PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
8
Fixed asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
-
4,032,590
4,032,590
-
0
-
0
4,032,590
4,032,590
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
4,032,590
Carrying amount
At 31 December 2024
4,032,590
At 31 December 2023
4,032,590
9
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Downhole Tools International Limited
2 Allens Lane, Poole, United Kingdom, BH16 5DA
Design and manufacture of well intervention, production and abandonment technology
Ordinary
100.00
10
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
59,118
74,553
-
-
Work in progress
221,012
253,161
-
-
Finished goods
589,990
831,236
-
0
-
0
870,120
1,158,950
-
-
PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
11
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
870,684
1,047,716
-
0
-
0
Amounts owed by group undertakings
603
379,827
425
287,055
Other debtors
424,315
237,095
21,463
81,379
1,295,602
1,664,638
21,888
368,434

Amounts owed by group undertakings includes amounts owed by other companies within the wider Front r ow Energy Technology Group Limited group and are unsecured, interest free and repayable on demand.

12
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Invoice financing facility
15
157,230
280,816
-
0
-
0
Trade creditors
243,083
499,911
3,318
52,739
Amounts owed to group undertakings
273,481
120,282
1,114,067
1,050,365
Taxation and social security
73,816
45,327
38,308
6,828
Obligations under finance leases
14
80,837
73,514
-
0
-
0
Other creditors
447,607
265,363
26,589
16,971
1,276,054
1,285,213
1,182,282
1,126,903

The balance due in respect of invoice financing is secured over the debts to which the amounts relate.

Amounts owed to group undertakings includes amounts owed to other companies within the wider Front r ow Energy Technology Group Limited group and are unsecured, interest free and repayable on demand.

13
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Obligations under finance leases
14
30,097
110,935
-
0
-
0
Other borrowings
15
9,653,972
8,752,656
9,653,972
8,752,656
9,684,069
8,863,591
9,653,972
8,752,656
PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
14
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
80,837
73,514
-
0
-
0
In two to five years
30,097
110,935
-
0
-
0
110,934
184,449
-
-

Amounts due under hire purchase and finance leases are secured over the assets which they relate to.

15
Borrowings
Group
Company
2024
2023
2024
2023
£
£
£
£
Invoice financing facility
157,230
280,816
-
-
Loans and accrued interest from related parties
8,817,509
7,954,091
8,817,509
7,954,091
Other loans and accrued interest
836,463
798,565
836,463
798,565
9,811,202
9,033,472
9,653,972
8,752,656
Payable within one year
157,230
280,816
-
-
Payable after one year
9,653,972
8,752,656
9,653,972
8,752,656
PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Borrowings
(Continued)
- 26 -

Long-term loan notes

Parent company, FrontRow Energy Technology Group Limited (“FrontRow”) hold long term loan notes with a principal amount of £5,550,000 (2023: £5,550,000). The loan notes bear interest of 10% per annum, which is rolled into the principal amount and bears the same repayment terms. The repayment date is the earlier of a sale or listing of the company, or 31 December 2028.

The remaining long term loan notes, are held by shareholders and directors with a principal amount of £579,308 (2023: £633,160). The repayment terms, interest and ranking are as per the long term loans issued to FrontRow. £53,852 (2023: £nil) of loan notes were repaid in 2024.

Redemption loan notes

In March 2024, redemption loan notes of £250,000 were issued, £233,500 of which were issued to FrontRow, with the balance issued to shareholders and directors. This is in addition to existing £250,000 of redemption loan notes issued in December 2023. These loan notes bear no interest but carry a redemption premium which reduces if the loan notes are repaid by 31 December 2026. These redemption loan notes are repayable on the earlier of a sale or listing of the company, or 31 December 2028.

Working capital loan

Additionally, a working capital loan with a balance of £250,000 (2023: £250,000), issued by the parent company in 2021, remained in force throughout 2024. The working capital loan bears 10% interest per annum which is paid quarterly. The repayment date is the earlier of a sale or listing of the company, or 31 December 2028.

In terms of ranking, the working capital loan ranks first, followed by redemption loan notes pari passu between relevant holders, followed by the long term loan notes pari passu between relevant holders. All loans notes rank before the shareholders on the wind up of the company.

16
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
84,999
84,999
850
850
B Ordinary shares of £1 each
19,772
19,772
19,772
19,772
C Ordinary shares of 1p each
3,515
3,515
35
35
D Ordinary shares of £1 each
1
1
1
1
108,287
108,287
20,658
20,658

All shares have attached to them full voting, dividend and capital distribution rights.

PRAGMA WELL TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
17
Reserves

Share premium account
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss reserves
The profit and loss reserves include all current and prior period retained profits and losses.

18
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Total
205,361
277,549
-
-
19
Controlling party

The immediate and ultimate parent company is Front r ow Energy Technology Group Limited, registered at 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ.

The group financial statements of Frontrow Energy Technology Group Limited can be obtained from the UK Companies House website.

In the opinion of the directors, there is no ultimate controlling party.

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