Company Registration No. SC549911 (Scotland)
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
COMPANY INFORMATION
Directors
G F Coutts
S E Ferguson
N S McGuinness
R J Pugh
C Smith
F W Summers
S Kent
(Appointed 1 July 2024)
Company number
SC549911
Registered office
2 Marischal Square
Broad Street
Aberdeen
AB10 1DQ
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the group financial statements
17 - 38
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

Introduction

The directors present their s trategic r eport for the year ended 31 December 202 4.

Business review

The principal activities of the company is a holding company, and the provision of management services to subsidiaries.

The principal activity of the company and its subsidiaries (“the group”) is the development of innovative technology solutions for the energy industry.

Results and business 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.

2024 has been another mixed year for the companies in the group – some of them maintaining turnover and profitability. Others saw a more challenging market but still achieved significant progress with their new technology.

On a macro level, oil prices remained between $70 and $90 in 2024.

Unity continued to perform well and remained highly profitable. Operations in the North Sea have remained strong, and our increased focus on Phase Zero P&A work is generating real interest among our clients.

Well-Sense saw more trading headwinds than forecast on the back of project delays from clients, and finished the year below breakeven at EBITDA level, which was behind our expectations. That said, we made significant technological advances with a new probe conveyancing system and our improved data acquisition and analysis service is now market leading.

Clearwell Energy remained profitable, but the loss of a major client dented our financial results. However, we continued to make good progress with our technology development – our understanding of where and when our systems are effective has never been better. Our ESP-focused unit offers huge potential for the future.

The joint Pragma and DTI business had a slower year than forecast and ended the year with a small loss at EBITDA level. However, our new product development, especially our M-Bubble product, is of increasing interest to our client base, and we believe these new products will return the business to profitability in due course.

The loss for the year for the group was £4.2 m (2023: £4.0m). Turnover was consistent year on year at £26.5m (2023: £26.9m) with improved EBITDA of £2.6m (2023: £1.7m).

At 31 December 2024, the group had net liabilities of £27.6 m (2023: £23.5m), reflecting the retained loss for the year plus longer term institutional debt of £34.1m (2023: £39.8m).

Principal risks and uncertainties

The group faces the economic risks associated with the energy sector, particularly the oil price and its effect on the levels of activity in the industry. This is especially true at the moment given the Ukraine situation and its effect on global demand for oil. Additionally, the group faces technology risk – we are developing a number of new products, many of which are innovative, and some of these products are as yet untested in the market.

Financial risk management is dealt with below.

Future developments

2025 has not been easy, but our g roup companies are rising to the challenges. Actual overall results for the group and forecasts continue to be EBITDA positive.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Going concern

Each group company prepared a reforecast for 2025 and a budget for 2026 including profit and loss account, cash flow and balance sheet projections. The group will update these reforecasts regularly.

Additionally, the group benefits from supportive shareholders who have provided a mixture of debt and equity.

The projections for the individual companies, and for the group, for 2025, 2026 and beyond give confidence to the Board that the group will be able to meet its liabilities as they fall due from its existing facilities or those it believes will be made available to the group during that period. In making this assessment, the Board have considered a period of at least 12 months from the date of approval of these financial statements.

As a result, the group’s financial statements, and the financial statements of all the group companies, have been prepared 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 risk and liquidity risk. The group does not use derivatives to manage financial risk or for speculative purposes.

Credit risk

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

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

Foreign currency risk

The group’s technology is being marketed around the world. Our Unity Well Integrity business operates a Danish branch and our Well-Sense and Clearwell businesses have subsidiaries in the United States and Canada. As our turnover in foreign currencies increases, appropriate currency hedging strategies may be employed to minimise risks from currency fluctuation. There was no such currency hedging in place at 31 December 2024, with natural currency hedging adopted wherever possible.

Liquidity risk

Our main liquidity risk at present is from our technology development, and the risks from cost over runs or delays in achieving sustainable levels of income from new technology. We closely manage the investment made in each new product and regularly assess its viability and marketability.

On behalf of the board

S E Ferguson
Director
16 February 2026
FRONTROW ENERGY TECHNOLOGY GROUP 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.

Results and dividends

The results for the year are set out on page 10.

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

Existence of branches outside the UK

One of the group's subsidiary companies, Unity Well Integrity Europe Limited, has a branch in Denmark.

Directors

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

G F Coutts
S E Ferguson
N S McGuinness
R J Pugh
C Smith
F W Summers
S Kent
(Appointed 1 July 2024)
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.

Research and development

During the year, the group continued to develop its various intellectual property assets, which continue to be important to the group's strategy. The directors are satisfied with the progress made.

Post reporting date events

On 20 June 2025, the Well-Sense division concluded the sale of its US subsidiary, WST Oilfield Systems Inc, and a licence of the Well-Sense Group's intellectual property.

Following this corporate sale, the company has restructured its shareholder loan notes and made a significant interest payment to loan note holders.

Auditor

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

Matters contained in the Strategic Report

The company has chosen, in accordance with section 414C(11) Companies Act 2006, to set out in the group’s Strategic Report information required by Schedule 7 of the Large and Medium-sized companies and groups (Accounts and Reports) Regulations 2008 to be contained in the directors’ report. It has done so in respect of financial risk management true and future developments.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
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 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 company and the group's auditor is aware of that information.

On behalf of the board
S E Ferguson
Director
16 February 2026
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
- 6 -
Opinion

We have audited the financial statements of Frontrow Energy Technology Group Limited (‘the parent company’), and its subsidiaries (‘the group’) for the year ended 31 December 2024, which comprise the group profit and loss account, 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, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2024 and of its 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 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 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.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
- 7 -

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’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

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

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

- the parent company financial statements are not in agreement with the accounting records 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 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

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.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
- 8 -

Extent the audit was considered capable of detecting irregularities, including fraud (continued)

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

- Companies Act 2006;

- 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

- 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.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
- 9 -

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
18 February 2026
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
26,510,501
26,936,231
Cost of sales
(16,155,060)
(16,550,651)
Gross profit
10,355,441
10,385,580
Administrative expenses
(10,521,434)
(10,879,851)
Operating loss
4
(165,993)
(494,271)
Share of net pre-tax loss of joint venture
(159,742)
(171,668)
Interest receivable and similar income
8
410,956
403,261
Interest payable and similar expenses
9
(4,091,868)
(3,561,821)
Loss before taxation
(4,006,647)
(3,824,499)
Tax on loss
10
(218,963)
(167,107)
Loss for the financial year
(4,225,610)
(3,991,606)
Loss for the financial year is attributable to:
- Owners of the parent company
(3,987,447)
(3,594,590)
- Non-controlling interests
(238,163)
(397,016)
(4,225,610)
(3,991,606)

The group profit and loss account has been prepared on the basis that all operations are continuing operations.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
£
£
Loss for the year
(4,225,610)
(3,991,606)
Other comprehensive income/(expense)
Currency translation differences
102,615
(75,568)
Share of other comprehensive income of joint venture
66,539
10,646
Other comprehensive income/(expense) for the year
169,154
(64,922)
Total comprehensive loss for the year
(4,056,456)
(4,056,528)
Total comprehensive loss for the year is attributable to:
- Owners of the parent company
(3,817,048)
(3,635,123)
- Non-controlling interests
(239,408)
(421,405)
(4,056,456)
(4,056,528)
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
755,264
1,258,777
Other intangible assets
12
844,438
1,041,454
Total intangible assets
1,599,702
2,300,231
Tangible assets
13
2,318,731
2,055,947
Investments
14
893,065
1,131,581
4,811,498
5,487,759
Current assets
Stocks
17
2,508,121
3,372,595
Debtors
18
7,874,000
9,350,882
Cash at bank and in hand
7,214,622
4,769,136
17,596,743
17,492,613
Creditors: amounts falling due within one year
19
(12,384,548)
(5,229,891)
Net current assets
5,212,195
12,262,722
Total assets less current liabilities
10,023,693
17,750,481
Creditors: amounts falling due after more than one year
20
(37,605,616)
(41,275,948)
Net liabilities
(27,581,923)
(23,525,467)
Capital and reserves
Called up share capital
24
13,108
13,108
Share premium account
25
9,000
9,000
Other reserves
25
434,068
263,669
Profit and loss reserves
25
(23,926,793)
(19,939,346)
Deficit attributable to owners of the parent company
(23,470,617)
(19,653,569)
Non-controlling interests
(4,111,306)
(3,871,898)
Total deficit
(27,581,923)
(23,525,467)
The financial statements were approved by the board of directors and authorised for issue on 16 February 2026 and are signed on its behalf by:
16 February 2026
S E Ferguson
N S McGuinness
Director
Director
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
4,220
1,676
Investments
14
16,646,592
17,361,191
16,650,812
17,362,867
Current assets
Debtors
18
5,398,150
4,960,369
Cash at bank and in hand
2,061,721
628,771
7,459,871
5,589,140
Creditors: amounts falling due within one year
19
(8,330,031)
(454,467)
Net current (liabilities)/assets
(870,160)
5,134,673
Total assets less current liabilities
15,780,652
22,497,540
Creditors: amounts falling due after more than one year
20
(27,992,119)
(32,902,836)
Net liabilities
(12,211,467)
(10,405,296)
Capital and reserves
Called up share capital
24
13,108
13,108
Share premium account
25
9,000
9,000
Profit and loss reserves
25
(12,233,575)
(10,427,404)
Total deficit
(12,211,467)
(10,405,296)

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 £1,806,171 (2023: £1,734,274 loss).

The financial statements were approved by the board of directors and authorised for issue on 16 February 2026 and are signed on its behalf by:
16 February 2026
S E Ferguson
N S McGuinness
Director
Director
Company Registration No. SC549911
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
£
£
Balance at 1 January 2023
13,108
9,000
304,202
(16,344,756)
(16,018,446)
(3,450,493)
(19,468,939)
Year ended 31 December 2023:
Loss for the year
-
-
-
(3,594,590)
(3,594,590)
(397,016)
(3,991,606)
Other comprehensive income:
Currency translation differences
-
-
(75,568)
-
(75,568)
-
(75,568)
Other comprehensive income of associates and jointly controlled entities accounted for using the equity method
-
-
10,646
-
10,646
-
10,646
Amounts attributable to non-controlling interests
-
-
24,389
-
24,389
(24,389)
-
Total comprehensive loss for the year
-
-
(40,533)
(3,594,590)
(3,635,123)
(421,405)
(4,056,528)
Balance at 31 December 2023
13,108
9,000
263,669
(19,939,346)
(19,653,569)
(3,871,898)
(23,525,467)
Year ended 31 December 2024:
Loss for the year
-
-
-
(3,987,447)
(3,987,447)
(238,163)
(4,225,610)
Other comprehensive loss:
Currency translation differences
-
-
102,615
-
102,615
-
102,615
Other comprehensive income of associates and jointly controlled entities accounted for using the equity method
-
-
66,539
-
66,539
-
66,539
Amounts attributable to non-controlling interests
-
-
1,245
-
1,245
(1,245)
-
Total comprehensive loss for the year
-
-
170,399
(3,987,447)
(3,817,048)
(239,408)
(4,056,456)
Balance at 31 December 2024
13,108
9,000
434,068
(23,926,793)
(23,470,617)
(4,111,306)
(27,581,923)
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Called up share capital
Share premium account
Profit and loss account
Total equity
£
£
£
£
Balance at 1 January 2023
13,108
9,000
(8,693,130)
(8,671,022)
Year ended 31 December 2023:
Loss and total comprehensive loss for the year
-
-
(1,734,274)
(1,734,274)
Balance at 31 December 2023
13,108
9,000
(10,427,404)
(10,405,296)
Year ended 31 December 2024:
Loss and total comprehensive loss for the year
-
-
(1,806,171)
(1,806,171)
Balance at 31 December 2024
13,108
9,000
(12,233,575)
(12,211,467)
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
3,640,294
1,870,786
Income taxes paid
(295,511)
(215,113)
Net cash inflow from operating activities
3,344,783
1,655,673
Investing activities
Purchase of intangible assets
(183,293)
(182,982)
Proceeds on disposal of intangibles
69,140
14,972
Purchase of tangible fixed assets
(2,194,930)
(1,051,746)
Proceeds on disposal of tangible fixed assets
15,105
21,973
Interest received
410,956
466,470
Net cash used in investing activities
(1,883,022)
(731,313)
Financing activities
Movement in invoice facility
(124,799)
280,816
Proceeds from borrowings
2,400,000
16,500
Repayment of borrowings
(735,920)
(430,582)
Interest paid
(402,395)
(381,172)
Payment of finance leases obligations
(73,515)
(55,960)
Net cash generated from/(used in) financing activities
1,063,371
(570,398)
Net increase in cash and cash equivalents
2,525,132
353,962
Cash and cash equivalents at beginning of year
4,769,136
4,637,484
Effect of foreign exchange rates
(79,646)
(222,310)
Cash and cash equivalents at end of year
7,214,622
4,769,136
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
1
Accounting policies
Company information

Frontrow Energy Technology Group Limited (“the company”) is a private company limited by shares, domiciled and incorporated in Scotland. The registered office is 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ.

The group consists of Frontrow Energy Technology Group Limited and all of its subsidiaries ("the group").

Principal activities of the group and nature of its operations are set out in the strategic report on page 1.

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.

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 company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- The requirements of Section 7 Statement of Cash Flows;

- The requirements of Section 33 Related Party Disclosures paragraph 33.7; and

- The requirements of Section 11 Basic Financial Instruments paragraph 11.40 to 11.48.

1.2
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 balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the c onsolidated p rofit and l oss a ccount from the date on which control is obtained. They are deconsolidated from the date control ceases.

Associates and joint ventures
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures under a contractual arrangement are treated as joint ventures.

In the group financial statements, joint ventures are accounted for using the equity method.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.3
Going concern

Each group company prepared a reforecast for 2025 and a budget for 2026 and beyond, including profit and loss account, cash flow and balance sheet projections. The group will update these reforecasts regularly.

Additionally, the group benefits from supportive shareholders who have provided a mixture of debt and equity.

The projections for the individual companies, and for the group, for 2025, 2026 and beyond give confidence to the Board that the group will be able to meet its liabilities as they fall due from its existing facilities or those it believes will be made available to the group during that period. In making this assessment, the Board have considered a period of at least 12 months from the date of approval of these financial statements.

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

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:

- the group has transferred the significant risks and rewards of ownership to the buyer which is usually when the goods are made available for collection to the buyer (ex-works sales);

- the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of turnover can be measured reliably;

- it is probable that the group will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

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 group profit and loss account using the effective interest method.

1.5
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 p rofit and l oss a ccount over its useful economic life. The g roup currently amortise goodwill on all business combinations over 5 years, which is considered appropriate for technology lead businesses acquired.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.6
Intangible fixed assets other than goodwill

Intangible assets are initially recognised at cost. After recognition, 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. The group policy is to amortise over 5 years, which is considered appropriate for the average useful life of technology in our industry.

1.7
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.

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:

Land and buildings
5 years
Plant and machinery
2-8 years
Fixtures and fittings
2-5 years
Computer equipment
2-5 years
Motor vehicles
5 years
Office equipment
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the c onsolidated p rofit and l oss a ccount.

1.9
Investments

Investments in subsidiaries and joint ventures are measured at cost less accumulated impairment.

Investments in unlisted shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the group profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

1.10
Stocks

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

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -

At each reporting 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 group p rofit and l oss a ccount.

1.11
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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

1.12
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 banks and other third parties, loans to related parties and investments in ordinary shares.

Financial 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 profit and loss account.

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 reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position 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, including bank and other loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

1.13
Finance costs

Finance costs are charged to the group p rofit and l oss a ccount over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Borrowing costs

All borrowing costs are recognised in the group p rofit and l oss a ccount in the year in which they are incurred.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.14
Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the group p rofit and l oss a ccount 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 reporting 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 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;

- 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 reporting date.

1.15
Provisions for liabilities

Provisions are made where an event has taken place that gives the g roup a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the group profit and loss account in the year that the g roup becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the group balance sheet.

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 group p rofit and l oss a ccount when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the g roup in independently administered funds.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.17
Leases

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

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

Rentals paid under operating leases are charged to the group p rofit and l oss a ccount 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.

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 p rofit and l oss a ccount.

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

On consolidation, the results of overseas operations are translated into s terling 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.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
2
Judgements and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Research and development

Determining when a project moves from research to development requires significant judgement of the commercial opportunities and technical feasibility of the product under development. The estimated useful life and the progress of the project against criteria set for impairment also requires significant judgement. Management closely monitor project performance and commercial opportunities for impairment. Intangible assets from research and development in the group at the balance sheet date were £485,581 (2023: £602,696). An impairment reversal of £18,328 (2023: charge of £40,276) was recognised in the current year.

Discounting of Shareholder loans

In previous years, Well-Sense Technology Limited’s interest free shareholder loans have been stated at their face value, as the repayment date for those loans was too uncertain. Since the year end, Well-S ense has completed the sale of its subsidiary WST Oilfield Systems Inc. As a result, the above shareholder loans have now been repaid in full. In the 2024 balance sheet, these loans have been stated at their undiscounted face value.

Key sources of estimation uncertainty
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. After considering current and prior year results, alongside sensitised future forecasts, the directors have concluded that goodwill is not impaired. The carrying amount of the goodwill held in the group balance sheet at the reporting date was £755,264 (202 3: £1,258,77 7).

Amortisation of goodwill

Determining the amortisation period of goodwill requires an estimation of the useful life of goodwill. The directors have reviewed the useful life assumptions and concluded they are appropriate.

Impairment of investments

The directors are required to consider any potential indicators of impairment on an annual basis in relation to the carrying value of investments. The directors have concluded that there were indicators of impairment at the year end date and as such, a detailed impairment review was carried out over certain investments. The results of this indicated that recoverable amounts were in excess of carrying value and as such no impairment was recognised. The carrying amount of the investment held by the company at the reporting date was £16,646,592 (202 3: £17,361,191).

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.

The directors consider that there are no other judgements or estimates which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
3
Turnover

No analysis of turnover is provided as the directors believe this would be prejudicial to the best interests of the group.

4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange differences
35,765
197,080
Research and development costs
203,976
103,327
Depreciation of owned tangible fixed assets
1,920,975
785,584
Loss on disposal of tangible fixed assets
22,281
14,794
Amortisation of intangible assets
833,010
1,324,359
Impairment of intangible assets
(18,328)
40,276
Operating lease charges
605,561
634,278
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and parent company
18,000
16,800
Audit of the financial statements of the company's subsidiaries
137,500
122,075
155,500
138,875
For other services
Taxation compliance services
41,400
32,500
All other non-audit services
26,400
31,125
67,800
63,625
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
6
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
Directors of FrontRow Energy Technology Group Limited
7
7
7
7
All other Group employees
171
172
-
-
Total
178
179
7
7

Their aggregate remuneration comprised:

Group
2024
2023
£
£
Wages and salaries
10,562,808
10,597,846
Social security costs
1,023,607
1,056,613
Pension costs
670,279
516,809
12,256,694
12,171,268
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
643,617
594,488
Company pension contributions to defined contribution schemes
31,901
18,900
675,518
613,388

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023: 4).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
181,917
185,000
Company pension contributions to defined contribution schemes
10,654
7,400
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
62,162
83
Bank and other interest receivable
348,794
403,178
Total income
410,956
403,261
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
399,022
227,302
Other loan interest payable
3,676,604
3,308,859
Interest on finance leases and hire purchase contracts
16,242
25,660
Total finance costs
4,091,868
3,561,821
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
143,969
197,619
Adjustments in respect of prior periods
(69,480)
(20,846)
Total UK current tax
74,489
176,773
Foreign current tax on profits for the current period
144,474
157,385
Total current tax
218,963
334,158
Deferred tax
Origination and reversal of timing differences
-
0
(175,812)
Adjustment in respect of prior periods
-
0
8,761
Total deferred tax
-
0
(167,051)
Total tax charge
218,963
167,107
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 27 -

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(4,006,647)
(3,824,499)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(1,001,662)
(898,757)
Tax effect of expenses that are not deductible in determining taxable profit
590,830
9,120
Change in unrecognised deferred tax assets
476,274
867,315
Adjustments in respect of prior years
(69,480)
(20,846)
Effect of overseas tax rates
223,511
35,982
Deferred tax adjustments in respect of prior years
-
0
8,761
Joint venture taxation differences
-
0
231,063
Other differences leading to a decrease in tax charge
-
(6,604)
Fixed asset differences
(510)
(435)
Remeasurements of deferred tax for change in tax rates
-
(58,492)
Taxation charge
218,963
167,107

Deferred tax assets

The group and parent company have a net deferred tax asset of £4,832,894 and £3,102,860 respectively (202 3: £4,203,242 and £3,020,950), relating to tax losses, which is not accounted for in the financial statements due to uncertainty over its immediate recoverability.

11
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
12
(18,328)
40,276
Recognised in:
Administrative expenses
(18,328)
40,276
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
12
Intangible fixed assets
Group
Goodwill
Software and intellectual property
Total
£
£
£
Cost
At 1 January 2024
5,902,271
1,936,874
7,839,145
Additions - internally developed
-
0
183,293
183,293
Disposals
-
0
(191,735)
(191,735)
At 31 December 2024
5,902,271
1,928,432
7,830,703
Amortisation and impairment
At 1 January 2024
4,643,494
895,420
5,538,914
Amortisation charged for the year
503,513
329,497
833,010
Impairment losses
-
0
(18,328)
(18,328)
Disposals
-
0
(122,595)
(122,595)
At 31 December 2024
5,147,007
1,083,994
6,231,001
Carrying amount
At 31 December 2024
755,264
844,438
1,599,702
At 31 December 2023
1,258,777
1,041,454
2,300,231
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.

Goodwill is being amortised evenly over the d irectors' estimate of its useful life of 5 years.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
13
Tangible fixed assets
Group
Land and buildings
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Office equipment
Total
£
£
£
£
£
£
£
Cost
At 1 January 2024
205,702
4,346,524
130,584
415,320
13,689
103,782
5,215,601
Additions
130,974
1,950,373
11,299
66,997
-
0
35,287
2,194,930
Disposals
-
0
(8,964)
-
0
-
0
-
0
-
0
(8,964)
Exchange adjustments
(193)
(20,814)
(1,029)
(1,981)
-
0
-
0
(24,017)
At 31 December 2024
336,483
6,267,119
140,854
480,336
13,689
139,069
7,377,550
Depreciation and impairment
At 1 January 2024
156,358
2,517,095
54,657
369,620
8,750
53,174
3,159,654
Depreciation charged in the year
100,070
1,674,424
30,615
75,315
2,521
38,030
1,920,975
Eliminated in respect of disposals
-
0
(1,888)
-
0
-
0
-
0
-
0
(1,888)
Exchange adjustments
(193)
(16,882)
(1,021)
(1,826)
-
0
-
0
(19,922)
At 31 December 2024
256,235
4,172,749
84,251
443,109
11,271
91,204
5,058,819
Carrying amount
At 31 December 2024
80,248
2,094,370
56,603
37,227
2,418
47,865
2,318,731
At 31 December 2023
49,344
1,829,429
75,927
45,700
4,939
50,608
2,055,947
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
13
Tangible fixed assets
(Continued)
Company
Fixtures and fittings
Office equipment
Total
£
£
£
Cost
At 1 January 2024
2,536
3,960
6,496
Additions
663
3,323
3,986
At 31 December 2024
3,199
7,283
10,482
Depreciation and impairment
At 1 January 2024
2,367
2,453
4,820
Depreciation charged in the year
156
1,286
1,442
At 31 December 2024
2,523
3,739
6,262
Carrying amount
At 31 December 2024
676
3,544
4,220
At 31 December 2023
169
1,507
1,676

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and machinery
110,934
181,948
-
0
-
0
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
13,609,462
14,324,061
Investments in joint ventures
16
-
0
238,516
2,144,065
2,144,065
Unlisted investments
893,065
893,065
893,065
893,065
893,065
1,131,581
16,646,592
17,361,191

Unlisted investments primarily represent the group's investment in Interventek Subsea Engineering Limited. Interventek Subsea Engineering Limited is a company registered in Scotland with registered office Unit 4 International View, Aberdeen Business Park, Dyce, Aberdeen, AB21 0BJ.

Unrecognised joint ventures losses at 31 December 2024 were £315,178 (2023: £nil).

Movements in fixed asset investments
Group
Shares in joint ventures
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2024
238,516
893,065
1,131,581
Share of loss
(238,516)
-
(238,516)
At 31 December 2024
-
893,065
893,065
Carrying amount
At 31 December 2024
-
893,065
893,065
At 31 December 2023
238,516
893,065
1,131,581
Movements in fixed asset investments
Company
Shares in subsidiaries and joint ventures
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2024
16,468,126
893,065
17,361,191
Loan notes issued
483,500
-
483,500
Share of profit
750
-
750
Settlement of loan notes
(1,198,849)
-
(1,198,849)
At 31 December 2024
15,753,527
893,065
16,646,592
Carrying amount
At 31 December 2024
15,753,527
893,065
16,646,592
At 31 December 2023
16,468,126
893,065
17,361,191
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
15
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Unity Well Integrity Limited
2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ
Ordinary
60.95
Unity Well Integrity UK Limited (1)
2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ
Ordinary
60.95
Unity Well Integrity Europe Limited (2)
Bessemer Way, Great Yarmouth, Norfolk, NR31 0LX
Ordinary
60.95
Well-Sense Technology Limited
2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ
Ordinary
60.77
Well-Sense Technology UK Limited (3)
2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ
Ordinary
60.77
WST Oilfield Systems Inc (3)
1999 Bryan Street, Suite 900, Dallas, Texas 75201, USA
Ordinary
60.77
Minemap Limited (3)
2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ
Ordinary
60.77
Pragma Well Technology Limited
Wellheads Crescent, Wellheads Industrial Estate, Aberdeen, AB21 7GA
Ordinary
86.51
Downhole Tools International Limited (4)
2 Allens Lane, Poole, BH16 5DA
Ordinary
86.51

(1) U nity Well Integrity UK Limited is owned by Unity Well Integrity Limited.

(2) Unity Well Integrity Europe Limited is indirectly owned through Unity Well Integrity UK Limited.

(3) Well-Sense Technology UK Limited, WST Oilfield Systems Inc and Minemap Limited are 100% owned by Well-Sense Technology Limited.

(4) Downhole Tools International Limited is 100% owned by Pragma Well Technology Limited.

16
Joint ventures

Details of joint ventures at 31 December 2024 are as follows:

Name of undertaking
Registered office
Interest
% Held
held
Clearwell Energy Holdings Limited
2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ
Ordinary
47.50
Clearwell Energy Limited (1)
B8 Millbrook Close, Chandler's Ford, Hants, SO53 4BZ
Ordinary
47.50
Clearwell Energy USA Inc (2)
1999 Bryan Street, Suite 900, Dallas, TX, 75201
Ordinary
47.50
Clearwell Energy Alberta Inc (2)
3rd Avenue SW Suite 3700 Calgary Alberta T2P 4H2
Ordinary
47.50

(1) Clearwell Energy Limited is 100% owned by Clearwell Energy Holdings Limited.

(2) Clearwell Energy USA Inc and Clearwell Energy Alberta Inc are 100% owned by Clearwell Energy Limited.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
312,635
474,124
-
-
Work in progress
370,395
959,733
-
-
Finished goods and goods for resale
1,825,091
1,938,738
-
0
-
0
2,508,121
3,372,595
-
-
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,793,521
4,979,680
-
0
-
0
Corporation tax recoverable
89,621
62,165
-
0
-
0
Amounts owed by group undertakings
-
-
2,922,416
2,798,948
Amounts owed by related parties
2,390,245
2,129,887
2,450,245
2,129,887
Other debtors
429,248
360,749
8,912
14,704
Prepayments and accrued income
1,171,365
1,818,401
16,577
16,830
7,874,000
9,350,882
5,398,150
4,960,369

Amounts owed by group undertakings and related parties are unsecured, interest free and repayable on demand.

19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Invoice financing facility
21
155,817
280,816
-
0
-
0
Bank loans
21
975,000
500,000
-
0
-
0
Obligations under hire purchase contracts
22
80,837
73,514
-
0
-
0
Trade creditors
1,205,549
2,272,612
42,384
43,370
Amounts owed to group undertakings
-
0
-
0
3,827
323,055
Corporation tax payable
-
0
49,092
-
0
-
0
Other taxation and social security
424,486
375,305
54,512
50,958
Other creditors
18,427
16,623
-
0
-
0
Accruals and deferred income
9,524,432
1,661,929
8,229,308
37,084
12,384,548
5,229,891
8,330,031
454,467
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
19
Creditors: amounts falling due within one year
(Continued)
- 34 -

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The total value of the secured creditors falling due within one year is £80,837 (202 3: £73,514).

Included within accruals is an amount of £8.2m which represents accrued loan note interest that was paid during October 2025. As such, it has been classified within current liabilities.

20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
21
3,437,500
1,333,333
-
0
-
0
Obligations under hire purchase contracts
22
30,097
110,935
-
0
-
0
Other borrowings
21
34,138,019
39,831,680
27,992,119
32,902,836
37,605,616
41,275,948
27,992,119
32,902,836

The total value of secured creditors falling due after more than one year is £30,097 (202 3: £110,935).

21
Loans and borrowings
Group
Company
2024
2023
2024
2023
£
£
£
£
Invoice financing facility
155,817
280,816
-
0
-
0
Bank loans
4,412,500
1,833,333
-
0
-
0
Other borrowings
42,339,019
39,831,680
36,193,119
32,902,836
46,907,336
41,945,829
36,193,119
32,902,836
Payable within one year
9,331,817
780,816
8,201,000
-
0
Payable after one year
37,575,519
41,165,013
27,992,119
32,902,836

Invoice financing facility

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

Bank loans

Bank loans are repayable in equal instalments over 5 years and attract interest at 5.1%+SONIA.

Other borrowings

The c ompany loan notes are unsecured and repayable starting 31 December 2026 with a final payment scheduled for 31 July 2027 or earlier in the event of a total sale, disposal or listing. The loan notes bear interest of 10% that is rolled up on an annual basis.

The remaining loan notes are held within Unity Well Integrity Limited and Well-Sense Technology Limited.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Loans and borrowings
(Continued)
- 35 -

In Unity Well Integrity Limited, the loan notes are due for repayment in June 2028 with first interest payments due in December 2025, however this company has the option to repay interest earlier where funds allow. The loan notes bear interest at 10% per annum and are unsecured.

In Well-Sense Technology Limited, the shareholder loan notes of £5,087,965 (2023 £5,087,965) have no fixed date for repayment – the loans being repayable on a sale event, listing or at the discretion of the Board. As in previous years, the Board concluded that on 31 December 2024 there was no obligation to repay the loan notes within 12 months of the balance sheet date so they have been disclosed in Creditors due after more than one year, at their undiscounted face value. Since the year end, Well-Sense Technology Limited has concluded the sale of its subsidiary WST Oilfield Systems Inc, and as a result the Well-Sense Technology Limited shareholder loans have been repaid in full.

22
Hire purchase obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum payments due under hire purchase contracts:
Within one year
80,837
73,514
-
0
-
0
In two to five years
30,097
110,935
-
0
-
0
110,934
184,449
-
-

The amounts due on hire purchase contracts are secured on the asset that has been financed.

23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
670,279
516,809

The g roup operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the g roup in an independently administered fund. The pension cost charge represents contributions payable by the g roup to the fund. Contributions totaling £7,541 (202 3: £34,834) were payable to the fund at the reporting date and are included in creditors.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 0.03p each
3,500,000
3,500,000
1,000
1,000
Ordinary A1 shares of 0.1p each
3,958,687
3,958,687
3,959
3,959
Ordinary shares of 0.1p each
5,949,082
5,949,082
5,949
5,949
A Incentive shares of 0.01p each
11,000,000
11,000,000
1,100
1,100
B Incentive shares of 0.01p each
11,000,000
11,000,000
1,100
1,100
35,407,769
35,407,769
13,108
13,108

Ordinary, Ordinary A and Ordinary A1 shareholders have one vote per share subject to the prescribed particulars as detailed in the Articles of Association (available on Companies House) where the holders of Ordinary A shares shall at all times have 40% of the total voting rights. A incentive and B incentive shareholders have no voting rights.

A incentive and B incentive shares are not entitled to any distributions of profits or exit proceeds unless hurdles are passed as detailed in the Articles of Association. Ordinary A and Ordinary A1 are weighted 80% to 20%. Ordinary share for remaining distributions. All share classes are non-redeemable.

Under FRS 102 section 22 the share capital and share premium of £22,108 is, for accounting purposes, classified as debt on the basis that under the terms of the Articles of Association, if certain conditions are met, all future profits are required to be distributed as dividends. As the requirement to pay the dividends is subordinated to the repayment of the investor loan notes and accrued interest, the directors have assessed that the current value of any potential liability arising under this requirement is £Nil. The directors will continue to assess the value of this liability in future years and should a liability require to be recognised then at that point the share capital and share premium balances will be recategorised as debt.

25
Reserves

Share premium account

Includes any premiums received on issue of share capital.

Other reserves

Includes the foreign currency exchange differences arising on the translation of results of overseas operations from their functional currency to the group's functional currency as well as the group's share of the joint ventures other comprehensive gains/losses.

Profit and loss account

Includes all current and prior periods retained profits and losses.

FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
26
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
407,545
439,963
-
-
Between two and five years
1,430,014
1,370,696
-
-
In over five years
1,695,785
2,045,491
-
-
3,533,344
3,856,150
-
-

The majority of operating lease commitments relate to property leases.

27
Events after the reporting date

On 20 June 2025, Well-Sense concluded the sale of its US subsidiary, WST Oilfield Systems Inc, and a licence of the Well-Sense Group's intellectual property.

28
Related party transactions
Transaction
Balance at
Transaction
Balance at
value
year end
value
year end
2024
2024
2023
2023
£
£
£
£
Shareholders loans provided to company
-
20,825,628
(281,172)
20,825,628
Accrued shareholders loan interest
(3,290,283)
15,367,491
(2,991,267)
12,077,208
Purchases from Unity Well Integrity UK Limited
40,676
-
40,751
4,243
Accrued interest on loans to Unity Well Integrity Limited (net of repayments and other items)*
560,947
(248,787)
(566,929)
(809,734)
(Sales) to Unity Well Integrity Limited*
(240,000)
(20,173)
(240,000)
(24,000)
(Sales) to Well-Sense Technology Limited*
(120,000)
(24,673)
(120,000)
(12,000)
Accrued management fees to Interventek Subsea Engineering Limited***
(57,625)
(498,867)
(78,000)
(559,403)
Accrued interest on loans to Interventek Subsea Engineering Limited***
(25,267)
(25,267)
(74,129)
-
Accrued interest on loans to ClearWell Energy Holdings Limited (net of repayments and other items)**
(389,726)
(1,922,516)
(307,090)
(1,533,240)
(Sales) to ClearWell Energy Holdings Limited**
(120,000)
(5,434)
(120,000)
(13,244)
Accrued interest on loans to Pragma Well Technology Limited (net of repayments and other items)*
(633,296)
(2,550,510)
(745,290)
(1,917,214)
(Sales) to Pragma Well Technology Limited*
(120,000)
(74,446)
(120,000)
(36,000)
FRONTROW ENERGY TECHNOLOGY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
28
Related party transactions
(Continued)
- 38 -

*Subsidiary undertaking of the company (not wholly-owned) (see note 15).

**Joint venture of the company (see note 16).

***The company holds an investment in lnterventek Subsea Engineering Ltd.

Key management personnel in respect of the group are considered to be the directors and whose remuneration is disclosed within note 7 of these financial statements.

29
Controlling party

There is no one controlling party of FrontRow Energy Technology Group Limited.

30
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(4,225,610)
(3,991,606)
Adjustments for:
Share of results of associates and joint ventures
238,516
171,668
Taxation charged
218,963
167,107
Finance costs
4,091,868
3,561,821
Investment income
(410,956)
(403,261)
(Gain)/loss on disposal of tangible fixed assets
(22,281)
14,794
Amortisation and impairment of intangible assets
814,682
1,364,635
Depreciation and impairment of tangible fixed assets
1,920,975
785,584
Movements in working capital:
Decrease/(increase) in stocks
864,474
(643,313)
Decrease in debtors
1,504,338
716,146
(Decrease)/increase in creditors
(1,354,675)
127,211
Cash generated from operations
3,640,294
1,870,786
31
Analysis of changes in net debt - group
1 January 2024
Cash flows
Other non-cash changes
Exchange rate movements
31 December 2024
£
£
£
£
£
Cash at bank and in hand
4,769,136
2,525,132
-
(79,646)
7,214,622
Loans and borrowings
(41,945,829)
(1,136,686)
(3,824,821)
-
(46,907,336)
Obligations under finance leases
(184,449)
73,515
-
-
(110,934)
(37,361,142)
1,461,961
(3,824,821)
(79,646)
(39,803,648)
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