Company Registration No. SC615249 (Scotland)
UNITY WELL INTEGRITY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
UNITY WELL INTEGRITY LIMITED
COMPANY INFORMATION
Directors
G F Coutts
S Ferguson
G Smart
D A Perras
N S McGuinness
A J Fettes
S Kent
Secretary
Burness Paull LLP
Company number
SC615249
Registered office
2 Marischal Square
Broad Street
Aberdeen
AB10 1DQ
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
UNITY WELL INTEGRITY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the group financial statements
15 - 30
UNITY WELL INTEGRITY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the ir strategic report for the year ended 31 December 2025.

Principal activities

The principal activity of Unity Well Integrity Limited ("the Company”) is as a holding company.

The principal activities of the Company and its subsidiaries (together “Unity” or “the Group”), are as a leading provider of well integrity and decommissioning technology and services for the global upstream oil and gas industry. Unity is part of the Frontrow Energy Technology Group (“FETGL”).

Results, business review and key performance indicators

The directors consider turnover and EBITDA to be key performance indicators in monitoring the group’s strategic and operational effectiveness. Group turnover totalled £16.4M (2024: £17.5M) and adjusted EBITDA £1.4M (2024: £2.9M) after adding back FETGL management fees of £240K (2024: £240k).

In 2025 the UK oil and gas sector faced continuing challenges of declining domestic production, fiscal uncertainty, and shifting global energy demands. The North Sea experienced the largest year on year production decline in over a decade as capital was directed away from this basin due to an increased and extended Energy Profits Levy and a new exploration licensing ban. This created a sharp drop in client spending which impacted Unity in 2025. EBITDA was further impacted by the investment in new capabilities. Circa £6M of contracts which had been anticipated in the second half of 2025 were eventually received in December.

To combat the North Sea decline the Group established two overseas subsidiaries during the second half 2025, targeting international expansion in Asia and the Western Hemisphere. Additionally, the business invested in new Thru Tubing capability to build revenue in both the North Sea and internationally. Initial orders have been secured in early 2026.

At 31 December 2025, the group’s net liabilities position was £2.8M (2024: £2.3M). This is after loan funding of £11.5M (2024: £11.7M).

Principal risks and uncertainties

The group faces the economic risks associated with the oil and gas sector, in particular the oil price and its impact on industry activity levels, as well as the Energy Profits Levy which remained high at 78% suppressing UK capital investment and shifting focus to decommissioning.

The transitioning of standalone operators into independent super companies as part of the corporate consolidations reshaping the North Sea oil and gas market is creating operational and liquidity risk for the group. The group also faces commercial risk having invested in a new product line – Thru Tubing in 2025.

The group continually reviews the macro environment, competitive landscape, its relationships with oil and gas operators and its technology under development to ensure the business can react appropriately.

Future developments

The board is positive about the future performance of the group. The traditional offshore activities have continued strongly in 2026. A large contract for the supply of product to a newly established super company in the North Sea to support decommissioning activity has been secured which will deliver a significant uplift in activity over 2025. The newly established Thru Tubing product line has orders on hand and despite first operations being impacted by severe weather in the 1st quarter it is expected to be in line with expectation when setting the 2026 budget. The group continues to evolve and develop its service offering, in the decommissioning market and through growing the business internationally and will continue to develop the new entities established in 2025.

UNITY WELL INTEGRITY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Going concern

The Directors have assessed the group’s ongoing financial viability and its ability to meet its liabilities as they fall due for the foreseeable future.

At the balance sheet date, the bank had the right to accelerate repayment of the loan, such the company recognised the full balance as a current liability. Following engagement with the bank after the year end date, it is not anticipated that the bank will exercise this right within the next 12 months. Accordingly, the Directors do not consider this liability to pose a material short-term liquidity risk.

Based on the current detailed consolidated forecast for the remainder of 2026 and financial year 2027 including profit and loss account, cash flow and balance sheet projections and available financial facilities, the Directors have confidence the group has adequate resources to continue in operational existence for the foreseeable future. Therefore, the group continues to adopt the going concern basis in preparing the financial statements.

Financial risk management objectives and policies

The group's activities expose it to a number of financial risks including foreign currency exposure, liquidity and geopolitical risk.

Foreign currency risk

The group’s technology is being marketed around the world. The group transacts predominantly in GBP however overseas sales are also often transacted in USD and occasionally Euro. The group translates any material excess currency holdings back to GBP and does not operate currency hedging. In the management’s view this is an appropriate risk mitigation strategy given the group’s current activity.

Liquidity risk

The group’s main liquidity risk is payment backlogs during the transitioning of standalone operators into independent super companies as part of the corporate consolidations reshaping the North Sea oil and gas market. The group is establishing relationships at all levels in the new entities, to navigate the new processes to ensure that receivables are recovered.

Geopolitical risk

The Geopolitical situation and its wider influence on trading continues to be a concern in terms of conflict, sanction controls and materials delays and shortages but the group has the required policies and procedures in place to mitigate these risks.

On behalf of the board

G Smart
Director
30 June 2026
UNITY WELL INTEGRITY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid (2024: nil). The directors do not recommend payment of a further dividend (2024: nil).

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 Ferguson
M Illingworth
(Resigned 10 November 2025)
G Smart
D A Perras
N S McGuinness
A J Fettes
(Appointed 10 February 2025)
S Kent
(Appointed 10 November 2025)
Qualifying third party indemnity provisions

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

Auditor

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the group and parent company is aware of that information.

Existence of branches outside the UK

The group has a branch in Denmark.

Matters covered in the Group Strategic Report

The group 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. Any matters required to be included in the directors' report by virtue of Schedule 7 of Sl 2008/410 which are considered by the directors to be of strategic importance are instead included in the strategic report. This includes future developments and financial risk management disclosures.

On behalf of the board
G Smart
Director
30 June 2026
UNITY WELL INTEGRITY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

UNITY WELL INTEGRITY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UNITY WELL INTEGRITY LIMITED
- 5 -
Opinion

We have audited the financial statements of Unity Well Integrity Limited ('the parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, 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 F inancial R eporting S tandard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

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

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 statement of directors' responsibilities on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or 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.

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

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, external inspections, 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:

- 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 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 reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

- Performing audit procedures over the risk of revenue recognition, including testing a sample of sales from the recording in the sales ledger through to the point of initiation, ensuring the sales were appropriately recorded and are valid. We also undertook sales cut-off testing at the group's year end to ensure sales have been recorded in the correct financial period;

- Completion of appropriate checklists and use of our experience to assess the group's 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 are to become aware of it.

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

Use of our report

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

Lisa Thomson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
30 June 2026
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
UNITY WELL INTEGRITY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
16,427,178
17,475,689
Cost of sales
(10,952,632)
(11,167,247)
Gross profit
5,474,546
6,308,442
Administrative expenses
(4,946,596)
(4,353,612)
Operating profit
4
527,950
1,954,830
Interest receivable and similar income
8
87,236
76,633
Interest payable and similar expenses
9
(1,153,556)
(1,212,140)
(Loss)/profit before taxation
(538,370)
819,323
Tax on (loss)/profit
10
(19,883)
(1,576)
(Loss)/profit for the financial year
(558,253)
817,747
Other comprehensive income/(expense)
Currency translation differences
5,724
(65,738)
Total comprehensive (expense)/income for the year
(552,529)
752,009
(Loss)/profit and total comprehensive (expense)/income for the financial year are all attributable to the owners of the parent company.

The group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

UNITY WELL INTEGRITY LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
423,092
485,581
Tangible assets
12
2,075,875
1,461,427
2,498,967
1,947,008
Current assets
Stocks
15
920,596
878,710
Debtors
16
3,775,812
3,917,781
Cash at bank and in hand
3,473,228
4,419,552
8,169,636
9,216,043
Creditors: amounts falling due within one year
17
(5,915,136)
(2,656,058)
Net current assets
2,254,500
6,559,985
Total assets less current liabilities
4,753,467
8,506,993
Creditors: amounts falling due after more than one year
18
(7,560,845)
(10,761,842)
Net liabilities
(2,807,378)
(2,254,849)
Capital and reserves
Called up share capital
22
98,400
98,400
Merger reserve
23
(1,567,679)
(1,567,679)
Foreign exchange reserve
23
(140,689)
(146,413)
Profit and loss reserves
23
(1,197,410)
(639,157)
Total deficit
(2,807,378)
(2,254,849)
The financial statements were approved by the board of directors and authorised for issue on 30 June 2026 and are signed on its behalf by:
30 June 2026
G Smart
Director
UNITY WELL INTEGRITY LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
293,425
343,749
Investments
13
8,456,033
8,454,840
8,749,458
8,798,589
Current assets
Debtors
16
202,602
184,515
Cash at bank and in hand
2,316,131
2,814,762
2,518,733
2,999,277
Creditors: amounts falling due within one year
17
(11,358,839)
(7,440,775)
Net current liabilities
(8,840,106)
(4,441,498)
Total assets less current liabilities
(90,648)
4,357,091
Creditors: amounts falling due after more than one year
18
(7,560,845)
(10,761,842)
Net liabilities
(7,651,493)
(6,404,751)
Capital and reserves
Called up share capital
22
98,400
98,400
Profit and loss reserves
23
(7,749,893)
(6,503,151)
Total deficit
(7,651,493)
(6,404,751)

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 £1,246,742 (2024: £1,290,807 loss).

The financial statements were approved by the board of directors and authorised for issue on 30 June 2026 and are signed on its behalf by:
30 June 2026
G Smart
Director
Company Registration No. SC615249
UNITY WELL INTEGRITY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Merger reserve
Foreign exchange reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2024
98,400
(1,567,679)
(80,675)
(1,456,904)
(3,006,858)
Year ended 31 December 2024:
Profit for the year
-
-
-
817,747
817,747
Other comprehensive expense:
Currency translation differences
-
-
(65,738)
-
(65,738)
Total comprehensive income for the year
-
-
(65,738)
817,747
752,009
Balance at 31 December 2024
98,400
(1,567,679)
(146,413)
(639,157)
(2,254,849)
Year ended 31 December 2025:
Loss for the year
-
-
-
(558,253)
(558,253)
Other comprehensive income:
Currency translation differences
-
-
5,724
-
5,724
Total comprehensive expense for the year
-
-
5,724
(558,253)
(552,529)
Balance at 31 December 2025
98,400
(1,567,679)
(140,689)
(1,197,410)
(2,807,378)
UNITY WELL INTEGRITY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
98,400
(5,212,344)
(5,113,944)
Year ended 31 December 2024:
Loss and total comprehensive expense for the year
-
(1,290,807)
(1,290,807)
Balance at 31 December 2024
98,400
(6,503,151)
(6,404,751)
Year ended 31 December 2025:
Loss and total comprehensive expense for the year
-
(1,246,742)
(1,246,742)
Balance at 31 December 2025
98,400
(7,749,893)
(7,651,493)
UNITY WELL INTEGRITY LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
1,613,602
3,237,035
Income taxes (paid)/refunded
(19,637)
(43,114)
Net cash inflow from operating activities
1,593,965
3,193,921
Investing activities
Purchase of intangible assets
(116,651)
(93,607)
Purchase of tangible fixed assets
(1,097,910)
(768,807)
Proceeds on disposal of tangible fixed assets
3,070
14,679
Interest received
87,236
76,633
Net cash used in investing activities
(1,124,255)
(771,102)
Financing activities
Proceeds of bank borrowings
-
3,203,817
Repayment of shareholder loans and accrued interest
(9,841)
(3,275,001)
Repayment of bank borrowings
(975,000)
(695,833)
Interest paid
(421,275)
(418,292)
Net cash used in financing activities
(1,406,116)
(1,185,309)
Net (decrease)/increase in cash and cash equivalents
(936,406)
1,237,510
Cash and cash equivalents at beginning of year
4,419,552
3,247,780
Effect of foreign exchange rates
(9,918)
(65,738)
Cash and cash equivalents at end of year
3,473,228
4,419,552
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information

Unity Well Integrity Limited ('the company') is a private company limited by shares incorporated and domiciled in Scotland. The registered office is 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ. The principal place of business is Wellheads Crescent, Wellheads Industrial Estate, Dyce, Aberdeen, AB21 7GA. The group consists of Unity Well Integrity Limited and all of its subsidiaries. The principal activities of the group and the company and the nature of the 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 pound sterling (£), which is the functional currency of the company, as this is the currency of the primary economic environment in which the company operates. The functional currency of the Danish branch is Danish Krone (DKK). Monetary a mounts in these financial statements are rounded to the nearest £.

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

The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:

- the requirements of Section 7 Statement of Cash Flows;

- the requirements of Section 33 Related Party Disclosures paragraph 33.7.

The parent company and group has also taken advantage of the exemptions available under FRS 102, Section 33, and not disclosed transactions with wholly owned members of the Unity Well Integrity Limited group of companies.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Unity Well Integrity Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.3
Going concern

The Directors have assessed the group’s ongoing financial viability and its ability to meet its liabilities as they fall due for the foreseeable future.

At the balance sheet date, the bank had the right to accelerate repayment of the loan, such the company recognised the full balance as a current liability. Following engagement with the bank after the year end date, it is not anticipated that the bank will exercise this right within the next 12 months. Accordingly, the Directors do not consider this liability to pose a material short-term liquidity risk.

Based on the current detailed consolidated forecast for the remainder of 2026 and financial year 2027 including profit and loss account, cash flow and balance sheet projections and available financial facilities, the Directors have confidence the group has adequate resources to continue in operational existence for the foreseeable future. Therefore, the group continues to adopt the going concern basis in preparing the financial statements.

1.4
Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the g roup and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue relating to offshore operations, rentals, storage and training is recognised when the service has taken place;

Revenue related to engineering projects and onshore service operations is recognised when the job is complete or at each billing milestone which aligns with the stage of completion when all of the following conditions are satisfied:

- the amount of turnover can be measured reliably;

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

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

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

1.5
Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

1.6
Intangible fixed assets

Amortisation is recognised on development costs so as to write off the cost of assets less their residual values over their useful lives of 5 years.

1.7
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.

UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -

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:

Freehold property
15%
Leasehold property
over the term of the lease
Plant and machinery
2-8 years
Fixtures and fittings
2-5 years
IT
2-5 years
Motor vehicles
5 years

Assets in the course of construction are not depreciated.

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 s tatement of c omprehensive i ncome.

1.8
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.10
Stocks

Stocks are stated at the lower of cost and net realisable value. Net realisable value is calculated as 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.

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

1.11
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions held with up to 95 days notice. 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.

UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.12
Financial instruments

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

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 c onsolidated s tatement of c omprehensive i ncome.

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 g roup would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the b alance s heet 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.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs.

1.14
Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the c onsolidated s tatement of c omprehensive i ncome except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

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

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

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

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

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

1.15
Retirement benefits

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

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

UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.16
Leases

Rentals paid under operating leases are charged to the c onsolidated s tatement of c omprehensive i ncome on a straight-line basis over the lease term.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 and accumulated in foreign exchange reserves.

1.18

Interest income

Interest income is recognised in the c onsolidated s tatement of c omprehensive i ncome using the effective interest method.

1.19

Finance costs

Finance costs are charged to the c onsolidated s tatement of c omprehensive i ncome over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
2,748,761
2,376,933
Rendering services
13,678,417
15,098,756
16,427,178
17,475,689
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 20 -

Turnover relates to the provision of well integrity technology and services (including decommissioning services) for the global upstream oil and gas industry.

Turnover analysed by geographical market has not been disclosed because in the opinion of the directors, to do so would be seriously prejudicial to the interests of the company.

4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(13,305)
16,170
Research and development costs
11,868
236
Depreciation of owned tangible fixed assets
499,104
466,344
Profit on disposal of tangible fixed assets
(3,070)
-
Amortisation of intangible assets
179,140
196,043
Operating lease charges
386,728
320,294
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor:
£
£
For audit services
Audit of the financial statements of the group and company
14,000
13,400
Audit of the financial statements of the company's subsidiaries
41,750
38,600
55,750
52,000
6
Employees

The average monthly number of persons employed by the group during the year was:

2025
2024
Number
Number
Technical and operational
84
90
Administration and sales
22
21
Directors
7
7
Total
113
118
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
6,587,266
6,997,686
Social security costs
719,766
696,585
Pension costs
648,121
527,751
7,955,153
8,222,022

The parent company had no employees in the current year. The total number of directors was 7 (2024 - 7) who are remunerated via other companies within the same group.

7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
419,776
449,975
Company pension contributions to defined contribution schemes
41,111
34,175
460,887
484,150
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
246,960
252,000
Company pension contributions to defined contribution schemes
20,456
16,653
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
86,206
76,633
Other interest income
1,030
-
Total income
87,236
76,633
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
9
Interest payable and similar expenses
2025
2024
£
£
Other interest
1,153,556
1,212,140
10
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
19,883
(8,638)
Foreign current tax on profits for the current period
-
0
10,214
Total current tax
19,883
1,576

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

2025
2024
£
£
(Loss)/profit before taxation
(538,370)
819,323
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(134,593)
204,831
Tax effect of expenses that are not deductible in determining taxable profit
3,301
3,534
Change in unrecognised deferred tax assets
193,000
(196,088)
Adjustments in respect of prior years
19,883
(8,638)
Other tax adjustments
(61,708)
(2,063)
Taxation charge
19,883
1,576
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
11
Intangible fixed assets
Group
Development costs
£
Cost
At 1 January 2025
1,073,273
Additions
116,651
At 31 December 2025
1,189,924
Amortisation
At 1 January 2025
587,692
Amortisation charged for the year
179,140
At 31 December 2025
766,832
Carrying amount
At 31 December 2025
423,092
At 31 December 2024
485,581
Company
Development costs
£
Cost
At 1 January 2025
616,119
Additions
70,717
At 31 December 2025
686,836
Amortisation
At 1 January 2025
272,370
Amortisation charged for the year
121,041
At 31 December 2025
393,411
Carrying amount
At 31 December 2025
293,425
At 31 December 2024
343,749
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
12
Tangible fixed assets
Group
Freehold property
Leasehold property
Assets under construction
Plant and machinery
Fixtures and fittings
IT
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2025
19,350
250,348
277,707
3,552,936
100,537
472,629
73,487
4,746,994
Additions
-
0
84,224
-
0
910,985
766
28,050
73,885
1,097,910
Disposals
(19,350)
-
0
-
(18,950)
-
0
(69,345)
-
0
(107,645)
Transfers
-
0
-
0
(277,707)
277,707
-
0
-
0
-
0
-
0
Exchange adjustments
-
0
2,536
-
0
45,166
-
0
-
0
-
0
47,702
At 31 December 2025
-
0
337,108
-
0
4,767,844
101,303
431,334
147,372
5,784,961
Depreciation and impairment
At 1 January 2025
19,350
177,488
-
0
2,514,624
67,827
441,916
64,362
3,285,567
Depreciation charged in the year
-
0
26,232
-
0
446,761
6,150
12,076
7,885
499,104
Eliminated in respect of disposals
(19,350)
-
0
-
0
(18,950)
-
0
(69,345)
-
0
(107,645)
Exchange adjustments
-
0
3,548
-
0
28,512
-
0
-
0
-
0
32,060
At 31 December 2025
-
0
207,268
-
0
2,970,947
73,977
384,647
72,247
3,709,086
Carrying amount
At 31 December 2025
-
0
129,840
-
0
1,796,897
27,326
46,687
75,125
2,075,875
At 31 December 2024
-
0
72,860
277,707
1,038,312
32,710
30,713
9,125
1,461,427
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
8,456,033
8,454,840
Movements in fixed asset investments
Shares in subsidiaries
£
Cost
At 1 January 2025
8,454,840
Additions
1,193
At 31 December 2025
8,456,033
Carrying amount
At 31 December 2025
8,456,033
At 31 December 2024
8,454,840
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Unity Well Integrity UK Limited
2 Marischal Square, Broad Street, Aberdeen, United Kingdom AB10 1DQ
Provider of well integrity technology and services
Ordinary
100.00
-
Unity Well Integrity Europe Limited
Bessemer Way, Great Yarmouth, Norfolk, NR31 0LX
Provider of well integrity technology and services
Ordinary and Preference
0
100.00
Unity Well Integrity USA Inc
1999 Bryan Street, Suite 900, Dallas, Texas, 75201, United States
Provider of well integrity technology and services
Ordinary
100.00
-
Unity Well Integrity Pty
International Tower Three, Level 24, 300 Barangaroo Avenue, Sydney, NSW 2000, Australia
Provider of well integrity technology and services
Ordinary
100.00
-

Unity Well Integrity Europe Limited is 100% owned by Unity Well Integrity UK Limited.

15
Stocks
Group
2025
2024
£
£
Work in progress
158,765
149,383
Finished goods and goods for resale
761,831
729,327
920,596
878,710
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,755,999
2,663,875
-
0
-
0
Amounts owed by group undertakings
46,516
237,081
73,187
-
0
Other debtors
166,875
200,191
129,415
184,515
Prepayments and accrued income
806,422
816,634
-
0
-
0
3,775,812
3,917,781
202,602
184,515

Amounts owed by group undertakings includes amounts owed by other companies in the FrontRow Energy Technology Group. All amounts are unsecured, interest free and repayable on demand.

17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
19
3,437,500
975,000
3,437,500
975,000
Other borrowings
19
485,937
-
0
485,937
-
0
Trade creditors
961,528
500,807
35,787
3,985
Amounts owed to group undertakings
61,196
24,000
7,356,522
6,359,902
Corporation tax payable
246
-
0
246
-
0
Other taxation and social security
250,315
278,044
-
-
0
Other creditors
3,296
4,276
-
0
-
0
Accruals and deferred income
715,118
873,931
42,847
101,888
5,915,136
2,656,058
11,358,839
7,440,775

Amounts owed to group undertakings includes amounts owed to other companies in the FrontRow Energy Technology Group. All amounts are unsecured, interest free and repayable on demand.

18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
-
0
3,437,500
-
0
3,437,500
Other borrowings
19
7,560,845
7,324,342
7,560,845
7,324,342
7,560,845
10,761,842
7,560,845
10,761,842
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
3,437,500
4,412,500
3,437,500
4,412,500
Loans from related parties
8,046,782
7,324,342
8,046,782
7,324,342
11,484,282
11,736,842
11,484,282
11,736,842
Payable within one year
3,923,437
975,000
3,923,437
975,000
Payable after one year
7,560,845
10,761,842
7,560,845
10,761,842

The bank loans comprises two facilities with Shawbrook Bank. Facility A is payable by equal monthly instalments and Facility B has a bullet payment due on 30 May 2028. The bank loan attracts interest at 4.9% above SONIA per annum for facility A and 5.9% above SONIA per annum for facility B and is secured over the assets of the company.

At the balance sheet date, the bank had the right to accelerate repayment of the loan, such the company recognised the full balance as a current liability. Following engagement with the bank after the year end date, it is not anticipated that the bank will exercise this right within the next 12 months. Accordingly, the Directors do not consider this liability to pose a material short-term liquidity risk.

The shareholder loan notes are due for repayment in June 2028 with first interest payments due in December 2026, however the company has the option to repay interest earlier where funds allow. The loan notes bear interest at 10% per annum and are unsecured.

Interest of £732,281 was accrued in 2025 (2024: £813,176) in relation to the shareholder loan notes. Following full payment of accumulated interest in May 2024, accrued interest on loans as at 31 December 2025 was £1,137,926 (2024: £405,644).

20
Deferred taxation
The company has no recognised deferred tax assets or liabilities.
There were no deferred tax movements in the year.

The parent company has a potential deferred tax asset of £565,000 (202 4: £393,000) in respect of trading losses and short term timing differences measured at a rate of 25% (202 4: 25%). The group has a potential deferred tax asset of £169,000 (202 4: £332,000) in respect of trading losses and short term timing differences measured at a rate of 25% (202 4: 25%). These have not been recognised as it is uncertain as to when the group and parent company will be in a tax paying position to justify their recognition.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
648,121
527,751

The g roup operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the g roup in an independently administered fund. Contributions totalling £40,727 (202 4: £nil) were payable to the fund at the b alance s heet date and are included in creditors.

UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
59,977
59,977
59,977
59,977
A Ordinary shares of £1 each
25,950
25,950
25,950
25,950
B Ordinary shares of £1 each
2,823
2,823
2,823
2,823
C Ordinary shares of £1 each
9,650
9,650
9,650
9,650
98,400
98,400
98,400
98,400

All share types rank pari passu with regards to return on capital, distribution and voting rights. The shares are allotted and fully paid.

23
Reserves
Profit and loss reserves

The profit and loss account includes all current and prior period retained profits and losses.

Merger reserve

This reserve represents the difference between the carrying value of the investments when acquired and the nominal value of the shares issued when the group was formed. The directors have considered it more appropriate to present this in a separate merger reserve.

Foreign exchange reserve

Comprises translation differences arising from the translation of financial statements of the group's foreign branch into pound s terling (£) which forms part of the net investment in the foreign operation.

24
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
2025
2024
£
£
Within one year
423,209
328,709
Between two and five years
1,524,560
1,303,489
In over five years
2,001,904
1,695,785
3,949,673
3,327,983

The majority of the operating lease commitments relate to long term property leases.

The company has no operating lease commitments.

UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
25
Related party transactions

During the year the group entered into the following transactions with related parties:

Transaction
Balance at
Transaction
Balance at
value
year end
value
year end
2025
2025
2024
2024
£
£
£
£
Management fees payable to FrontRow Energy Technology Group Limited
240,000
(48,000)
240,000
(24,000)
Recharge of costs to Frontrow Energy Technology Group Limited
61,823
4,114
4,273
-
Accrued interest on loan from FrontRow Energy Technology Group Limited
449,212
(697,998)
498,395
(248,788)
Loans payable to FrontRow Energy Technology Group Limited
-
(4,243,328)
2,000,434
(4,243,335)
Accrued interest on loan from directors
14,962
(23,249)
16,612
(8,287)
Accrued interest on loans from other shareholders
267,351
(414,478)
298,172
(148,570)
Loan payable to directors
-
(149,621)
66,899
(141,341)
Loan payable to other shareholders
-
(2,525,441)
1,207,667
(2,534,022)
26
Cash generated from group operations
2025
2024
£
£
(Loss)/profit for the year after tax
(558,253)
817,747
Adjustments for:
Taxation charged
19,883
1,576
Finance costs
1,153,556
1,212,140
Investment income
(87,236)
(76,633)
Gain on disposal of tangible fixed assets
(3,070)
-
Amortisation and impairment of intangible assets
179,140
196,043
Depreciation and impairment of tangible fixed assets
499,104
466,344
Movements in working capital:
(Increase)/decrease in stocks
(41,886)
553,246
Decrease in debtors
141,969
722,671
Increase/(decrease) in creditors
310,395
(656,099)
Cash generated from operations
1,613,602
3,237,035
UNITY WELL INTEGRITY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
27
Analysis of changes in net debt - group
1 January 2025
Cash flows
Other non-cash changes
Exchange rate movements
31 December 2025
£
£
£
£
£
Cash at bank and in hand
4,419,552
(936,406)
-
(9,918)
3,473,228
Borrowings
(11,736,842)
984,841
(732,281)
-
(11,484,282)
(7,317,290)
48,435
(732,281)
(9,918)
(8,011,054)
28
Controlling party

The immediate and ultimate parent company is FrontRow Energy Technology Group Limited, a company registered at 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ. The smallest and largest group in which the results of the c ompany are consolidated is that headed by FrontRow Energy Technology Group Limited whose group financial statements can be obtained from the UK Companies House website.

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

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