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REGISTERED NUMBER: 04802961 (England and Wales)

Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Oil & Gas Measurement Limited

Oil & Gas Measurement Limited (Registered number: 04802961)

Contents of the Consolidated Financial Statements

for the Year Ended 31 December 2024

Page |

Company Information | 1 |

Report of the Directors | 2 |

Report of the Independent Auditors | 4 |

Consolidated Income Statement | 7 |

Consolidated Other Comprehensive Income | 8 |

Consolidated Balance Sheet | 9 |

Company Balance Sheet | 10 |

Consolidated Statement of Changes in Equity | 11 |

Company Statement of Changes in Equity | 12 |

Consolidated Cash Flow Statement | 13 |

Notes to the Consolidated Cash Flow Statement | 14 |

Notes to the Consolidated Financial Statements | 15 |

Oil & Gas Measurement Limited

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | Steven Paul O'Donnell

| Bronislav Bylkov

| REGISTERED OFFICE: | Denmark House, St. Thomas Place

| Ely

| CB7 4EX

| REGISTERED NUMBER: | 04802961 (England and Wales)

| AUDITORS: | Zenith Audit Ltd

| Statutory Auditors

| Third Floor North

| Warwick House

| 65/66 Queen Street

| London

| EC4R 1EB

Oil & Gas Measurement Limited (Registered number: 04802961)

Report of the Directors

for the Year Ended 31 December 2024

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

PRINCIPAL ACTIVITY

The principal activity of the Oil & Gas Measurement group of companies ("OGML") is concerned with the production, ongoing research and development of leading product technology, focused on the design and supply of bespoke engineered flowmeters for metering, quality measurement and mixing systems, proprietary valves, liquid sampling systems and equipment for the oil and gas industry.

We strongly believe that OGML and its subsidiaries will become a significant presence in the specialised oil and gas product market.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

Steven Paul O'Donnell has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Wessenu Maru - resigned 29 April 2024

Bronislav Bylkov was appointed as a director after 31 December 2024 but prior to the date of this report.

Ilya Victorovich Kuzmin ceased to be a director after 31 December 2024 but prior to the date of this report.

PERSONS WITH SIGNIFICANT CONTROL

Mr Dominik Gebhard Risch and Mr Viktor Andreas Buechel ceased to be persons with significant control on the 13.03.2025 and the 17.05.2024 respectively.

Mrs Dharshinee Boodhunsing Bheenuck and Mr Jonathan David Lobo were notified as persons with significant control on March 2024 and November 2024 respectively.

CHARITABLE DONATIONS

The company has made no donations during the year (2023: Nil).

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £2,986,742 (Loss for 2023 - £1,730,464).

No dividends will be distributed for the year ended 31 December 2024 (2023: Nil).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

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

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

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

The directors' assessment of going concern is detailed in Note 2 to these financial statements.

Oil & Gas Measurement Limited (Registered number: 04802961)

Report of the Directors

for the Year Ended 31 December 2024

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Zenith Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Steven Paul O'Donnell - Director

4 March 2026

Report of the Independent Auditors to the Members of

Oil & Gas Measurement Limited

Qualified Opinion

We have audited the financial statements of Oil & Gas Measurement Limited (the 'parent company') and together with its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income Statement, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the basis for qualified opinion section, the financial statements:

- give a true and fair view of the state of the group's and the 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 qualified opinion

Included in note 10 to the group's and company's financial statements, the group and company have recognised development costs of GBP 4,083 thousand. During the course of the audit we were unable to gain sufficient and appropriate audit evidence to substantiate the valuation of these assets. Consequently, we were unable to determine whether any material adjustments to this balance were necessary.

Included in note 14 to the company's financial statements, the company has recognised an amount owed by a group undertaking of GBP 1,168 thousand. During the course of the audit we were unable to gain sufficient and appropriate audit evidence to substantiate the recoverability of this receivable. Consequently, we were unable to determine whether any material adjustments to this balance were necessary.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 qualified opinion.

Material uncertainty related to going concern

In forming our opinion on the financial statements, we have considered the disclosures made in note 2 to the financial statements concerning the group's ability to continue as a going concern. The deterioration of the financial performance of the group and reliance on a letter of support from the parent company and ultimate beneficial owners, give rise to a material uncertainty that may cast significant doubt on the group's ability to continue as a going concern.

Our opinion is not modified in respect of this matter. 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.

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

Report of the Independent Auditors to the Members of

Oil & Gas Measurement Limited

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

As described in the Basis for qualified opinion section in our audit report, our opinion is qualified because we were unable to obtain sufficient and appropriate audit evidence to determine whether any material adjustments were necessary with regards to the year-end valuation of development costs and an amount owed by a group undertaking. Specifically, we were unable to satisfy ourselves concerning the valuation of development costs of GBP 4,083 thousand and the recoverability of an amount owed by a group undertaking of GBP 1,168 thousand. We have concluded that whether the other information relates to these balances or related balances such as bad debt or impairment expense, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

During the course of the audit we were unable to gain sufficient and appropriate audit evidence to substantiate the valuation of development costs of GBP 4,083 thousand and the recoverability of an amount owed by a group undertaking of GBP 1,168 thousand. . Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

Except for the possible effects of the matter described in the Basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the Basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

Arising solely from the limitation on the scope of our work related to certain receivables and development costs, referred to above:

- We have not obtained all the information and explanations that we considered necessary for the purpose of our audit.

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of

Oil & Gas Measurement Limited

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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:

Except for the matter described in the basis or qualified opinion section of our report, we performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations.

We considered compliance with UK Companies Act 2006 and the applicable tax legislation as the key laws and regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to:

- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;

- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries;

- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period;

- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, 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. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions or override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Milena Mitova (Senior Statutory Auditor)

for and on behalf of Zenith Audit Ltd

Statutory Auditors

Third Floor North

Warwick House

65/66 Queen Street

London

EC4R 1EB

4 March 2026

Oil & Gas Measurement Limited (Registered number: 04802961)

Consolidated Income Statement

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

TURNOVER | 4 | 1,594,049 |  | 2,311,144 |  |

Cost of sales | (1,737,692 | ) | (1,813,607 | ) |

GROSS (LOSS)/PROFIT | (143,643 | ) | 497,537 |  |

Administrative expenses | (2,956,180 | ) | (2,162,514 | ) |

(3,099,823 | ) | (1,664,977 | ) |

Other operating income | 99,399 |  | (1 | ) |

OPERATING LOSS | 6 | (3,000,424 | ) | (1,664,978 | ) |

Gain/loss on revaluation of investments | - |  | (879 | ) |

(3,000,424 | ) | (1,665,857 | ) |

Interest payable and similar expenses | 7 | (66,264 | ) | (64,607 | ) |

LOSS BEFORE TAXATION | (3,066,688 | ) | (1,730,464 | ) |

Tax on loss | 8 | 79,946 |  | - |  |

LOSS FOR THE FINANCIAL YEAR | (2,986,742 | ) | (1,730,464 | ) |

Loss attributable to:

Owners of the parent | (2,986,742 | ) | (1,730,464 | ) |

Oil & Gas Measurement Limited (Registered number: 04802961)

Consolidated Other Comprehensive Income

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

LOSS FOR THE YEAR | (2,986,742 | ) | (1,730,464 | ) |

OTHER COMPREHENSIVE LOSS |

Currency translation difference | (93,017 | ) | (52,651 | ) |

Income tax relating to other comprehensive loss | - |  | - |  |

OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX | (93,017 | ) | (52,651 | ) |

TOTAL COMPREHENSIVE LOSS FOR THE YEAR | (3,079,759 | ) | (1,783,115 | ) |

Total comprehensive loss attributable to:

Owners of the parent | (3,079,759 | ) | (1,783,115 | ) |

Oil & Gas Measurement Limited (Registered number: 04802961)

Consolidated Balance Sheet

31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 10 | 4,082,652 |  | 5,179,459 |  |

Tangible assets | 11 | 1,594,467 |  | 1,605,730 |  |

Investments | 12 | - |  | - |  |

5,677,119 |  | 6,785,189 |  |

CURRENT ASSETS

Stocks | 13 | 790,346 |  | 1,146,175 |  |

Debtors | 14 | 1,220,383 |  | 1,092,732 |  |

Cash at bank | 448,338 |  | 948,236 |  |

2,459,067 |  | 3,187,143 |  |

CREDITORS

Amounts falling due within one year | 15 | (9,383,022 | ) | (7,840,276 | ) |

NET CURRENT LIABILITIES | (6,923,955 | ) | (4,653,133 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (1,246,836 | ) | 2,132,056 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (7,605,810 | ) | (7,904,943 | ) |

NET LIABILITIES | (8,852,646 | ) | (5,772,887 | ) |

CAPITAL AND RESERVES

Called up share capital | 17 | 3,090,311 |  | 3,090,311 |  |

Other reserves | 18 | 69,709 |  | 162,726 |  |

Retained earnings | 18 | (12,012,666 | ) | (9,025,924 | ) |

SHAREHOLDERS' FUNDS | (8,852,646 | ) | (5,772,887 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 4 March 2026 and were signed on its behalf by:

Steven Paul O'Donnell - Director

Oil & Gas Measurement Limited (Registered number: 04802961)

Company Balance Sheet

31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 10 | 4,082,651 |  | 5,179,459 |  |

Tangible assets | 11 | 1,593,637 |  | 1,603,947 |  |

Investments | 12 | 175,680 |  | 175,780 |  |

5,851,968 |  | 6,959,186 |  |

CURRENT ASSETS

Stocks | 13 | 761,884 |  | 1,115,390 |  |

Debtors | 14 | 1,950,460 |  | 1,929,178 |  |

Cash at bank | 27,958 |  | 217,280 |  |

2,740,302 |  | 3,261,848 |  |

CREDITORS

Amounts falling due within one year | 15 | (8,394,176 | ) | (6,689,359 | ) |

NET CURRENT LIABILITIES | (5,653,874 | ) | (3,427,511 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 198,094 |  | 3,531,675 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (7,605,810 | ) | (7,904,943 | ) |

NET LIABILITIES | (7,407,716 | ) | (4,373,268 | ) |

CAPITAL AND RESERVES

Called up share capital | 17 | 3,090,311 |  | 3,090,311 |  |

Retained earnings | 18 | (10,498,027 | ) | (7,463,579 | ) |

SHAREHOLDERS' FUNDS | (7,407,716 | ) | (4,373,268 | ) |

Company's loss for the financial year | (3,034,448 | ) | (1,644,362 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 4 March 2026 and were signed on its behalf by:

Steven Paul O'Donnell - Director

Oil & Gas Measurement Limited (Registered number: 04802961)

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2024

| Called up |

| share |  | Retained |  | Other

| capital |  | earnings |  | reserves

£ | £ | £ |

Balance at 1 January 2023 | 3,090,311 |  | (7,295,460 | ) | 215,377 |  |

Changes in equity

Total comprehensive loss | - |  | (1,730,464 | ) | (52,651 | ) |

3,090,311 |  | (9,025,924 | ) | 162,726 |  |

Acquisition of non-controlling interest | - |  | - |  | - |  |

Balance at 31 December 2023 | 3,090,311 |  | (9,025,924 | ) | 162,726 |  |

Changes in equity

Total comprehensive loss | - |  | (2,986,742 | ) | (93,017 | ) |

Balance at 31 December 2024 | 3,090,311 |  | (12,012,666 | ) | 69,709 |  |

| Non-controlling |  | Total

| Total |  | interests |  | equity

£ | £ | £ |

Balance at 1 January 2023 | (3,989,772 | ) | 26,002 |  | (3,963,770 | ) |

Changes in equity

Total comprehensive loss | (1,783,115 | ) | - |  | (1,783,115 | ) |

(5,772,887 | ) | 26,002 |  | (5,746,885 | ) |

Acquisition of non-controlling interest | - |  | (26,002 | ) | (26,002 | ) |

Balance at 31 December 2023 | (5,772,887 | ) | - |  | (5,772,887 | ) |

Changes in equity

Total comprehensive loss | (3,079,759 | ) | - |  | (3,079,759 | ) |

Balance at 31 December 2024 | (8,852,646 | ) | - |  | (8,852,646 | ) |

Oil & Gas Measurement Limited (Registered number: 04802961)

Company Statement of Changes in Equity

for the Year Ended 31 December 2024

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 January 2023 | 3,090,311 |  | (5,819,217 | ) | (2,728,906 | ) |

Changes in equity

Total comprehensive income | - |  | (1,644,362 | ) | (1,644,362 | ) |

Balance at 31 December 2023 | 3,090,311 |  | (7,463,579 | ) | (4,373,268 | ) |

Changes in equity

Total comprehensive income | - |  | (3,034,448 | ) | (3,034,448 | ) |

Balance at 31 December 2024 | 3,090,311 |  | (10,498,027 | ) | (7,407,716 | ) |

Oil & Gas Measurement Limited (Registered number: 04802961)

Consolidated Cash Flow Statement

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (137,798 | ) | 290,796 |  |

Finance costs paid | (66,264 | ) | (64,607 | ) |

Net cash from operating activities | (204,062 | ) | 226,189 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (287,402 | ) | (385,287 | ) |

Purchase of tangible fixed assets | (6,250 | ) | (1,690 | ) |

Sale of tangible fixed assets | 10,572 |  | - |  |

Sale of fixed asset investments | 100 |  | 308,546 |  |

Net cash from investing activities | (282,980 | ) | (78,431 | ) |

(Decrease)/increase in cash and cash equivalents | (487,042 | ) | 147,758 |  |

Cash and cash equivalents at beginning of year | 2 | 948,236 |  | 683,541 |  |

Effect of foreign exchange rate changes | (12,856 | ) | 116,937 |  |

Cash and cash equivalents at end of year | 2 | 448,338 |  | 948,236 |  |

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Cash Flow Statement

for the Year Ended 31 December 2024

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 31.12.24 |  | 31.12.23

£ | £ |

| Loss before taxation | (3,066,688 | ) | (1,730,464 | ) |

| Depreciation charges | 1,390,933 |  | 300,147 |  |

| Profit on disposal of fixed assets | (98 | ) | - |  |

| Loss on revaluation of fixed assets | - |  | 879 |  |

| Finance costs | 66,264 |  | 64,607 |  |

(1,609,589 | ) | (1,364,831 | ) |

| Decrease/(increase) in stocks | 355,829 |  | (34,342 | ) |

| (Increase)/decrease in trade and other debtors | (127,651 | ) | 3,756,052 |  |

| Increase/(decrease) in trade and other creditors | 1,243,613 |  | (2,066,083 | ) |

| Cash generated from operations | (137,798 | ) | 290,796 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 448,338 |  | 948,236 |  |

| Year ended 31 December 2023

| 31.12.23 |  | 1.1.23

£ | £ |

| Cash and cash equivalents | 948,236 |  | 683,541 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.1.24 | Cash flow | At 31.12.24

£ | £ | £ |

| Net cash |

| Cash at bank | 948,236 |  | (499,898 | ) | 448,338 |  |

948,236 |  | (499,898 | ) | 448,338 |  |

| Total | 948,236 |  | (499,898 | ) | 448,338 |  |

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Oil & Gas Measurement Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

| The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

| Going concern

| Assessment of the company's ability to continue as a going concern includes an assessment of the future economic environment as well as the company's future prospects and performance. The events, related to the military conflict in Ukraine, resulted in a significant reduction in the company's and group's operations in the last two years, disposal of the Russian subsidiaries at a loss and loss of the Russian market. These events created a material uncertainty about its ultimate effect on the company's and group's operations. The group has a loss before tax of £3,066,688 for the year ended 31 Dec 2024 (2023: loss of £1,730,464), net current liabilities of £6,923,955 (2023: £4,653,133) and negative equity of £8,852,646 (2023: £5,772,887). The directors have explored various scenarios and are confident the plans that are currently being implemented will ensure the continuation of the company and group operations and with the ongoing support of the parent company remain optimistic for the future.

| OGSI Oil & Gas Fields Equipment Manufacturing FZE, the immediate parent undertaking, has indicated its willingness and ability to support the company for a period of at least twelve months following the date of approval of these financial statements. The directors have considered the financial position of the parent company and are satisfied that the financing requirements of this and other group companies will be met. The directors have also considered the cashflow forecast of the group and are satisfied that the assumptions used in preparing those forecasts are reasonable.

| Solaris Foundation as well as Leonid Makharinsky and Mikhail Gurevich have all provided letters of support which confirm they will provide financial support to the Company for at least 36 months from the date these financial statements are signed.

| At the date of approval of these financial statements the directors have a reasonable expectation that the group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

| Basis of consolidation

| The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. lntercompany transactions and balances between group companies are therefore eliminated in full.

| The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

| In the company's own financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

| The consolidated financial statements incorporate those of Oil & Gas Measurement Limited and its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). All the financial statements are made up to 31 December 2024. All intra-group transactions, balances and unrealised gains on transaction between groups companies are eliminated on consolidation.

| Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Turnover

| Turnover represents amounts receivable for equipment, spare parts, site services and project management.

| Revenue from the sale of equipment and spare parts is recognised when the significant risks and rewards of ownership of the items have passed to the buyer (usually on dispatch of the items), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

| Revenue from the provision of project management and site services is recognised upon completion of the service.

| Revenue

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

| Rendering of services

| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

| - the amount of revenue can be measured reliably;

| - it is probable that the group will receive the consideration due under the contract;

| - the stage of completion of the contract at the end of the reporting period can be measured reliably; and

| - the costs incurred and the costs to complete the contract can be measured reliably.

| Intangible assets

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

| At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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

| The estimated useful lives range as follows:

| Development Expenditure 4 years

| During 2024, the Company performed a reassessment of the useful economic life of certain intangible assets in light of updated technical evaluations, revised commercial expectations, and observed performance trends. Based on this reassessment, management concluded that the remaining period over which the assets are expected to generate economic benefits is shorter than previously estimated and so was reduced from 10 years to 4 years.

| Development costs are recognised at the point at which a completed, commercially saleable product is developed, in accordance with Section 18 of FRS 102 'Intangible Assets other than Goodwill'. The directors of the company are satisfied that all intangible assets that have been completed have been identified, and the correct amortisation has been charged accordingly, on the basis seen above.

| Historical cost includes development expenditure that is directly attributable to bringing the asset into use.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

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

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

| Depreciation is provided on the following basis:

| Land and Buildings |  | Land is not depreciated |  |

| Plant and machinery |  | 5% to 25% |  |

| Fixtures and fittings |  | 25% to 37.5% |  |

| Assets under construction |  | See below |  |

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

| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

| Tangible assets within the "assets under construction" category relate to costs incurred in relation to multi-phase loops. This category of assets is carried at valuation. The directors are of the opinion that the cost value of these assets represents the most accurate fair value.

| 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 (CGU's). 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.

| Stocks

| Stock represents spares for engineering projects, other measurement and calibration equipment, and equipment for resale.

| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell on a first in, first out basis. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

| At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

| Taxation

| The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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 is the amount of income tax payable in respect of taxable profit for the year or prior years.

| The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company

| operates and generates income.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| 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 group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

| Research and development

| In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives.

| 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.

| Foreign currencies

| Functional and presentation currency

| The company's functional and presentational currency is GBP.

| Transactions and balances

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

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

| 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 profit or loss except when deferred in other comprehensive income.as qualifying cash flow hedges.

| Foreign exchange gains and losses that relate to borrowings 'and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

| On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

| Operating leases - the group as lessee

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

| Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Interest income

| Interest income is recognised in profit or loss using the effective interest method.

| Finance costs

| Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

| Borrowing costs

| All borrowing costs are recognised in profit or loss in the year in which they are incurred.

| 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.

| 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.

| Creditors

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

| Provisions for liabilities

| Provisions are made where an event has taken place that gives the group 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 profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the balance sheet 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 balance sheet.

| Financial instruments

| The group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the group becomes party to the contractual provisions of the instrument.

| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

| The group's policies for its major classes of financial assets and financial liabilities are set out below.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Financial assets

| Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of. the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

| Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

| Financial liabilities

| Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| Impairment of financial assets

| Financial assets 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 profit and loss account.

| For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.

| For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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.

| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

| Derecognition of financial assets and financial liabilities

| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

| Offsetting of financial assets and financial liabilities

| 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.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

3. | SIGNIFICANT JUDGEMENTS AND ESTIMATES

| In the application of the group's accounting policies, which are described in this note 2, the following judgments and key estimates have been made by the directors;

| Depreciation and amortisation of tangible and intangible fixed assets

| The cost of tangible fixed assets is depreciated over its estimated useful economic life. Management estimates the useful lives of these tangible assets to vary. Changes in the expected level of usage and technological developments could impact on the useful economic lives and the residual values of these assets; therefore, future depreciation charges could be revised. The accounting policy of tangible fixed assets is described in note 2. The carrying amount of the group's tangible fixed assets in the balance sheet is disclosed in note 11 of the financial statements. The capitalised costs of intangible assets are amortised over their estimated useful lives. Management expect these useful lives to vary based on advances in technology and future research and development. Where the useful life of an intangible asset cannot be accurately estimated, the asset is amortised over a maximum of 4 years in accordance with FRS102.

| Stock

| The group writes down stock to net realisable value based on an estimate of the realisable value of stock. Written down stock is recorded when events or changes in circumstances indicate that, the balances may not be realised. The identification of write-downs requires the use of judgment and estimates. Where the expectation is different from the original estimate or judgment such difference will impact the carrying value of stock and write-downs of stock in the periods in which such estimates or judgments have been changed. The accounting policy of stocks is described in note 2. At the year end the carrying amount of stocks is stated in note 13.

| Impairment of trade debtors and loans receivable

| The group reviews trade debtor balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in trade debtors and those which are not, are impaired and the impairment loss is recorded in the profit or loss. In making this judgment, the company evaluates, among other factors, the duration and the financial health of and short-term business outlook for the trade debtors, including factors such as industry and sector performance. The accounting policy of trade debtors is described in note 2. At the year end the carrying amount of trade debtors is stated in note 14.

| Impairment of property, plant and equipment and intangible assets

| Property, plant and equipment and intangible assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. Management performs an impairment review for each cash-generating unit ('CGU') that has indicators of impairment. The Directors consider an individual Line of business (LoB) to be a CGU and perform an impairment review if there are impairment triggers identified. For the current year, there were no impairment indicators identified for tangible assets. Management did perform an impairment review of intangible assets (development costs) due to the

| materiality of amounts involved (£4.1 million at 31.12.2024, £5.2 million at 31.12.2023) and degree of uncertainty and judgement related to the forecasted revenue streams due to the very specific and unique nature of the company's development projects. For the impairment review of intangible assets conducted, Forecasts concluded the current estimated useful life period of 4 years is fair. This is based on management forecasted rates of growth, updated for company specific industry trends and business initiatives

| Impairment of investments in subsidiary undertakings and associated debtor balances

| Management reviews the carrying value of the investment in subsidiary undertakings and joint ventures for impairment every year. Judgement is used in assessing whether there has been a trigger event showing a potential decline in the value of the investment. These may include evidence of financial difficulty or significance in underperformance against expectations, or potential restrictions in its local market. If such a trigger is identified, a review for impairment is conducted, with the recoverable amount of the asset being determined based on value-in-use calculations using approved forecasts/budget at the period end date and discounted using the weighted average cost of capital. The future forecasts are inherently judgmental, and the key sensitivity includes achieving the growth rates for a particular region or branch and relevant to the specific market. A change in these assumptions will impact the future forecasts and management's assessment of the profitability of each entity/CGU. Intercompany receivables are also reviewed for investments. The surplus of the net asset investment over the value-in-use calculation is compared to the outstanding receivable and a provision is made for any shortfall. During the year, the management completed an impairment review for the US subsidiary, Multi-Flow Valves Inc. The ultimate parent company as at the balance sheet date, Solaris Engineering (CY) Limited, and the current ultimate parent entity Solaris Foundation UAE have given full support to Multi-Flow Valves Inc in repayment or offset of debt hence management concluded that no impairment is required.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

4. | TURNOVER

| The turnover and loss before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

| 31.12.24 |  | 31.12.23

£ | £ |

| United Kingdom & Europe | 706,798 |  | 480,316 |  |

| Rest of the world | 887,251 |  | 1,830,828 |  |

1,594,049 |  | 2,311,144 |  |

| An analysis of turnover by class of business is given below:

|  | 31.12.24 |  | 31.12.23 |  |

|  | £ |  | £ |  |

| Contract sales, spares and site services |  | 1,594,049 |  | 2,311,144 |  |

|  | 1,594,049 |  | 2,311,144 |  |

5. | EMPLOYEES AND DIRECTORS

| 31.12.24 |  | 31.12.23

£ | £ |

| Wages and salaries | 629,688 |  | 1,012,362 |  |

| Social security costs | 157,488 |  | 194,526 |  |

787,176 |  | 1,206,888 |  |

| The average number of employees during the year was as follows:

| 31.12.24 |  | 31.12.23

| Workshop and Engineering | 8 |  | 15 |  |

| Administration | 12 |  | 17 |  |

| Management | 1 |  | 5 |  |

21 |  | 37 |  |

| The average number of employees by undertakings that were proportionately consolidated during the year was 2 (2023 - NIL ) .

| 31.12.24 |  | 31.12.23

£ | £ |

| Directors' remuneration | 32,091 |  | 208,942 |  |

| The decrease in the directors' remuneration from 2023 to 2024 was due to Ilya Kuzmin resigning as a paid director in early 2024.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

6. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

| 31.12.24 |  | 31.12.23

£ | £ |

| Other operating leases | 248,766 |  | 242,321 |  |

| Depreciation - owned assets | 6,941 |  | 10,720 |  |

| Development costs amortisation | 1,384,209 |  | 289,425 |  |

| Foreign exchange differences | 24,513 |  | (61,294 | ) |

| Fees payable to the group's auditor for the audit of the parent and group's annual financial statement | 24,500 |  | 25,000 |  |

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.12.24 |  | 31.12.23

£ | £ |

| Non banking interest on loans | 66,264 |  | 64,607 |  |

8. | TAXATION

| Analysis of the tax credit

| The tax credit on the loss for the year was as follows:

| 31.12.24 |  | 31.12.23

£ | £ |

| Current tax:

| UK corporation tax | (79,946 | ) | - |  |

| Tax on loss | (79,946 | ) | - |  |

| Tax effects relating to effects of other comprehensive income |

| 31.12.24 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Currency translation difference | (93,017 | ) | - |  | (93,017 | ) |

| 31.12.23 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Currency translation difference | (52,651 | ) | - |  | (52,651 | ) |

| The parent company has unused tax losses for which no deferred tax asset has been recognised of £10,521,889 (2023: £9,185,752).

9. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

10. | INTANGIBLE FIXED ASSETS

| Group

| Development

| costs

£ |

| COST

| At 1 January 2024 | 7,120,187 |  |

| Additions | 287,402 |  |

| At 31 December 2024 | 7,407,589 |  |

| AMORTISATION

| At 1 January 2024 | 1,940,728 |  |

| Amortisation for year | 1,384,209 |  |

| At 31 December 2024 | 3,324,937 |  |

| NET BOOK VALUE

| At 31 December 2024 | 4,082,652 |  |

| At 31 December 2023 | 5,179,459 |  |

| Company

| Development

| costs

£ |

| COST

| At 1 January 2024 | 6,305,421 |  |

| Additions | 287,401 |  |

| At 31 December 2024 | 6,592,822 |  |

| AMORTISATION

| At 1 January 2024 | 1,125,962 |  |

| Amortisation for year | 1,384,209 |  |

| At 31 December 2024 | 2,510,171 |  |

| NET BOOK VALUE

| At 31 December 2024 | 4,082,651 |  |

| At 31 December 2023 | 5,179,459 |  |

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

11. | TANGIBLE FIXED ASSETS

| Group

| Plant and

| machinery

£ |

| COST

| At 1 January 2024 | 2,346,210 |  |

| Additions | 6,250 |  |

| Disposals | (176,447 | ) |

| At 31 December 2024 | 2,176,013 |  |

| DEPRECIATION

| At 1 January 2024 | 740,480 |  |

| Charge for year | 6,941 |  |

| Eliminated on disposal | (165,875 | ) |

| At 31 December 2024 | 581,546 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1,594,467 |  |

| At 31 December 2023 | 1,605,730 |  |

| Company

| Plant and

| machinery

£ |

| COST

| At 1 January 2024 | 1,854,798 |  |

| Additions | 6,249 |  |

| Disposals | (133,242 | ) |

| At 31 December 2024 | 1,727,805 |  |

| DEPRECIATION

| At 1 January 2024 | 250,851 |  |

| Charge for year | 5,987 |  |

| Eliminated on disposal | (122,670 | ) |

| At 31 December 2024 | 134,168 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1,593,637 |  |

| At 31 December 2023 | 1,603,947 |  |

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

12. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2024 | 175,780 |  |

| Disposals | (100 | ) |

| At 31 December 2024 | 175,680 |  |

| NET BOOK VALUE

| At 31 December 2024 | 175,680 |  |

| At 31 December 2023 | 175,780 |  |

| Subsidiary undertakings

| The following were subsidiary undertakings of the Company:

| Name |  | Registered office |  | Class of shares |  | Holding |  |

| Metering & Technology Limited |  | UK |  | Ordinary |  | 100% |  |

| Maurer Technologies Limited |  | UK |  | Ordinary |  | 100% |  |

| Maurer Intruments Limited |  | UK |  | Ordinary |  | 100% |  |

| Flow Callbration Services Limited |  | UK |  | Ordinary |  | 100% |  |

| Metering & Technology SAS |  | France |  | Ordinary |  | 100% |  |

| Multi-Flow Valves Inc |  | USA |  | Ordinary |  | 100% |  |

| HDF Pyknometers Limited |  | UK |  | Ordinary |  | 100% |  |

| At 31 December 2024, Maurer Technologies Limited, Maurer Instruments Limited and Flow Calibration Services Limited were dormant entities.

| During the year, the Group sold its 100% holding in Ubiety Technologies Ltd for £100.

13. | STOCKS

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Raw materials | 28,462 |  | 30,785 |  | - |  | - |  |

| Finished goods | 761,884 |  | 1,115,390 |  | 761,884 |  | 1,115,390 |  |

790,346 |  | 1,146,175 |  | 761,884 |  | 1,115,390 |  |

| Included in the above is a provision on the stock of £192,440 (2023: £192,440)

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Trade debtors | 828,846 |  | 921,031 |  | 248,645 |  | 280,148 |  |

| Bad debt provision | (112,347 | ) | (112,347 | ) | (112,347 | ) | (112,347 | ) |

| Amount owed by related parties | 215,237 |  | 14,992 |  | 1,536,524 |  | 1,504,925 |  |

| Other debtors | 93,810 |  | 70,806 |  | 82,801 |  | 58,202 |  |

| Prepayments | 194,837 |  | 198,250 |  | 194,837 |  | 198,250 |  |

1,220,383 |  | 1,092,732 |  | 1,950,460 |  | 1,929,178 |  |

15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Trade creditors | 1,009,360 |  | 870,169 |  | 99,796 |  | 70,699 |  |

| Social security and other taxes | 34,157 |  | 45,526 |  | 19,015 |  | 25,720 |  |

| Other creditors | 115,903 |  | 11,805 |  | - |  | - |  |

| Amount owed to related parties | 6,930,612 |  | 5,804,865 |  | 6,982,375 |  | 5,463,354 |  |

| Accrued expenses | 1,292,990 |  | 1,107,911 |  | 1,292,990 |  | 1,129,586 |  |

9,383,022 |  | 7,840,276 |  | 8,394,176 |  | 6,689,359 |  |

| Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.

16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Other loans | 7,605,810 |  | 7,904,943 |  | 7,605,810 |  | 7,904,943 |  |

| The above amount relates to a loan from Solaris Engineering (CY) Limited, which was the immediate parent entity of the Group as at the balance sheet date. The full loan amount was waived in June 2025.

17. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 3,090,311 | Ordinary shares | £1 | 3,090,311 |  | 3,090,311 |  |

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

18. | RESERVES

| Group

| Retained |  | Other |

| earnings |  | reserves |  | Totals

£ | £ | £ |

| At 1 January 2024 | (9,025,924 | ) | 162,726 |  | (8,863,198 | ) |

| Deficit for the year | (2,986,742 | ) | (2,986,742 | ) |

| Currency translation

| difference | - |  | (93,017 | ) | (93,017 | ) |

| At 31 December 2024 | (12,012,666 | ) | 69,709 |  | (11,942,957 | ) |

| Company

| Retained

| earnings

£ |

| At 1 January 2024 | (7,463,579 | ) |

| Deficit for the year | (3,034,448 | ) |

| At 31 December 2024 | (10,498,027 | ) |

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

19. | RELATED PARTY DISCLOSURES

| Key management includes directors only.

| During previous years the parent company has received loan for payment of administrative expenses from Oil and Gas Systems Limited, a company under common control and as at 31.12.2024 the balance payable to Oil and Gas Systems Limited was £5,592,073 (2023: £4,584,366) - Note 15.

| During the previous years, the parent company has received loan for payment of administrative expenses from OGH Limited, a company under common control. As at 31.12.2024 the balance payable to OGH Limited was £40,517 (2023: £29,987) - Note 15.

| During the year, the Group has made purchases from Oil & Gas Systems Limited, balance payable as at year end was £824,183 (2023: £773,382) - Note - 15.

| As at the balance sheet date, UBIETY Technologies Ltd, a former subsidiary company now owned by Mikhail Gurevich was owed £28,517 (2023: Nil) by the Group - Note - 15.

| During the previous years, the Group has received loan for payment of administrative expenses from Solaris Engineering (CY) Limited, the parent parent company as at the balance sheet date. During 2020 the parent company has received loans from Talesword Limited and OGH Limited, companies under common control, all of these loans were assigned to Solaris Engineering (CY) Limited. As at 31.12.2024 the balance payable to Solaris Engineering (CY) Limited was £7,605,810 (2023: £7,904,943) - Note 16. Interest of £66,264 (2023: £64,607) was accrued on these loans.

| As at the balance sheet date, Oil & Gas Systems Limited, a company under common control owed the Group £16,116 (2023: £3,180) and this balance is included under debtors - amounts owed by related parties (see note 14).

| As at the balance sheet date, Oil & Gas Systems International DWC-LLC, a related party owed the Group £27,853 (2023: Nil) and this balance is included under debtors - amounts owed by related parties (see note 14).

| As at the balance sheet date, OGSI Oil & Gas Fields Equipment Manufacturing FZE, the parent company owed the Group £80,070 (2023: Nil) and this balance is included under debtors - amounts owed by related parties (see note 14).

| As at the balance sheet date, UBIETY Technologies Ltd a former subsidiary company now owned by Mikhail Gurevich owed the group £91,198 (2023: Nil) (see note 14).

| During the year, the Company accrued office rent expenses of £150,000 (2023: £150,000) on behalf of a company under common control, Enigma Property Ltd. The total accrued rent as at 31.12.2024 was £450,000 (2023: £300,000). At the year end, there is no signed office lease agreement for future years.

20. | AUDITOR LIABILITY LIMITATION AGREEMENT

| An auditors' limitation of liability agreement has been approved by the members for the financial period ended 31 December 2024. The principal terms and conditions are as below:

| - The agreement limit's the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Company's accounts and pursuant to this agreement the auditor may be guilty in relation to the Company.

| - The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.

21. | POST BALANCE SHEET EVENTS

| In December 2025, the Group sold Loop systems and associated equipment to Oil & Gas Systems Limited (OGS), a related party. The total sales price of these was £2,310,922 and this was offset against the amount owed to OGS by the Group.

| After the balance sheet date, we continue to see significant macro-economic uncertainty as a result of the conflict in Ukraine and remaining. The scale and duration of this development remains uncertain and could impact the earnings and cash flow.

| After the balance sheet date, OGSI Oil & Gas Fields Equipment Manufacturing FZE, a company incorporated in the UAE became the immediate parent company of the Company and Solaris Foundation UAE became the ultimate controlling entity, replacing Solaris Engineering Cyprus.

Oil & Gas Measurement Limited (Registered number: 04802961)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

22. | ULTIMATE CONTROLLING PARTY

| The immediate parent entity at the balance sheet date is Solaris Engineering (CY) Limited, a company incorporated in Cyprus. After the balance sheet date, OGSI Oil & Gas Fields Equipment Manufacturing FZE, a company incorporated in the UAE became the immediate parent company.

| In the opinion of the directors the ultimate controlling party is Solaris Foundation UAE managed by the two council members Mr Jonathan David Lobo and Mrs Dharshinee Boodhunsing Bheenuck.