Company No:
Contents
| DIRECTORS | Murdo MacLeod |
| Siger Tjeerdsma |
| SECRETARY | HM Secretaries Limited |
| REGISTERED OFFICE | International House |
| 36-38 Cornhill | |
| London | |
| EC3V 3NG | |
| United Kingdom |
| BUSINESS ADDRESS | Drumoak Business Park |
| Drumoak | |
| Aberdeenshire | |
| AB31 5YZ |
| COMPANY NUMBER | 09646403 (England and Wales) |
| AUDITOR | Hall Morrice LLP |
| Statutory Auditor | |
| 6 & 7 Queens Terrace | |
| Aberdeen | |
| AB10 1XL |
| BANKERS | Virgin Money |
| 1 Queens Cross | |
| Aberdeen | |
| AB15 4XU |
The directors present their Strategic Report for the financial year ended 31 December 2025.
REVIEW OF THE BUSINESS
The principal activity of the company continued to be that of oil and gas engineering, plug and abandonment of wells, rental and snubbing services
During the year the company generated turnover of £14,477,751 (2024 - £34,651,662) which delivered a gross margin of 12.1% (2024 - 13.2%). After deduction of Administrative expenses and the addition of Other operating income, an Operating loss of £513,670 (2024 - profit of £3,348,479) was achieved. Loss after tax was £897,873 (2024 - profit of £2,004,956) of which £nil (2024 - £nil) was distributed to the shareholders.
The year ended 31 December 2025 was a transitional year for the company, marked by the completion of several long-term projects. As a result, revenue declined compared to prior years.
Despite this, management deliberately chose not to materially reduce the organizational structure or workforce. This decision was driven by a strong outlook for 2026 and beyond, supported by a robust pipeline of new long-term projects.
Maintaining our operational capacity and expertise is considered critical to delivering high-quality services and ensuring readiness for upcoming project execution. Therefore, the company made a strategic decision to retain its workforce during 2025, accepting higher short-term costs in anticipation of future growth.
KEY PERFORMANCE INDICATORS ('KPIS')
The company utilises a number of key performance indicators (KPIs). The main KPIs used by management are as follows:
| 2025 | 2024 | ||
| £ | £ | ||
| Turnover (£) | 14,477,751 | 34,651,662 | |
| Gross margin (£) | 1,748,660 | 4,558,928 | |
| EBITDA (£) | (368,166) | 3,977,906 | |
| Unit utilization % | 35 | 59 |
PRINCIPAL RISKS AND UNCERTAINTIES
The company manages its risks by using the PESTEL model. The PESTEL-analysis identifies the external factors that may affect the company. Each risk is classified according to the categories (strategic, operational, financial and compliance). Control measures are identified for each risk and the expected effectiveness of the control measure is take into account in the residual risk (net risk).
The directors are satisfied that adequate control measures are in place to mitigate these risks to As Low As Reasonably Practicable (ALARP).
The company considers the following risks and uncertainties to be of highest risk:
•Market risk - changing market circumstances could lead to a decrease in income or profit. This downturn can be caused by price competition or a drop in demand (e.g. fall in oil prices);
•HSE risk - corporate liability risk and/or drop of QHSE ranking due to failure of equipment or mistakes by employees;
•Compliance risk - non-compliance with (local) laws and regulations (e.g. working hours, taxes, financial reporting, etc.);
•Oil spill incidents - risk of oil spill incidents during operations from company equipment or customer wells.
Post reporting date events
After the closure of the 2025 financial year, there were no events that could have significant effects on the financial statements.
DEVELOPMENT AND PERFORMANCE
The company has been operating in the offshore energy market for almost 9 years and is well established to support the growing offshore plug and abandonment market whilst continuing to support the traditional oil and gas market. There is currently an increased emphasise globally on energy security and affordability which is encouraging investment in the offshore energy sector within which the company plays a critical part.
The company commitment to service excellence and the provision of leading-edge technology, puts it in a strong position as it looks to the future.
Approved by the Board of Directors and signed on its behalf by:
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Murdo MacLeod
Director |
The directors present their annual report on the affairs of the company, together with the financial statements and auditors’ report, for the financial year ended 31 December 2025.
DIVIDENDS
The directors paid a dividend of £Nil in the current financial year (2024: £Nil).
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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STRATEGIC REPORT
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's Strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so in respect of Review of the Business and Development and Performance.
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Hall Morrice LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
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Murdo MacLeod
Director |
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that financial 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;
* State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Wellgear Limited for the financial year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows, the accounting policies, and the related notes 1 to 20, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements of Wellgear Limited (the ‘company’):
* Give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
* Have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)). Our responsibilities under those standards are further described in the auditor's 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 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 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors and the Strategic Report 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
* The information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and Directors' Report has been prepared in accordance with applicable legal requirements.
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 Strategic Report and the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
* Adequate accounting records have not been kept, 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; or
* We have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement, 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 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.
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.
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.
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.
In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:
* Ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;
* Identified the laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector;
* Focused on the specific laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance regulations;
* Focused on the specific laws and regulations we consider may have an indirect effect on the financial statements that are central to the entity's ability to trade including those relating to health and safety for onshore and offshore work, GDPR, environmental laws and offshore installation and decommission regulations;
* Reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations;
* Made enquiries of management and inspected legal correspondence; and
* Ensured the engagement team remained alert to instances of non-compliance throughout the audit.
In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:
* Obtained an understanding of the entity's operations, including the nature of its revenue sources and of its objectives and strategies, to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in risk of material misstatement;
* Obtained an understanding of the internal controls in place to mitigate risks of irregularities, including fraud;
* Vouched balances and reconciling items in key control account reconciliations to supporting documentation;
* Carried out detailed testing, on a sample basis, to verify the completeness, occurrence, existence and accuracy of transactions and balances;
* Carried out detailed testing to verify the completeness, occurrence, validity, existence and accuracy of income including cut-off testing and ensuring income recognition is in line with stated accounting policies;
* Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;
* Tested journal entries to identify any unusual transactions;
* Performed analytical procedures to identify any significant or unusual transactions;
* Investigated the business rationale behind any significant or unusual transactions; and
* Evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates.
We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.
Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any 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.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Statutory Auditor
Aberdeen
AB10 1XL
| Note | 2025 | 2024 | ||
| £ | £ | |||
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| Turnover | 3 |
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| Administrative expenses | (
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| Interest receivable and similar income | 4 |
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| Interest payable and similar expenses | 4 | (
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| (Loss)/profit before taxation | 5 | (
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| Tax on (loss)/profit | 8 | (
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| Other comprehensive income | 0 | 0 | ||
| Total comprehensive (loss)/income | (
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| Fixed assets | ||||
| Tangible assets | 9 |
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| 473,909 | 386,334 | |||
| Current assets | ||||
| Stocks | 10 |
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| Debtors | 11 |
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| Cash at bank and in hand |
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| 15,909,838 | 16,060,684 | |||
| Creditors: amounts falling due within one year | 12 | (
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| Net current assets | 8,250,429 | 9,112,252 | ||
| Total assets less current liabilities | 8,724,338 | 9,498,586 | ||
| Provision for liabilities | 13 | (
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| Net assets | 8,700,309 | 9,598,182 | ||
| Capital and reserves | 14 | |||
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| Profit and loss account |
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| Total shareholder's funds | 8,700,309 | 9,598,182 |
The financial statements of Wellgear Limited (registered number:
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Murdo MacLeod
Director |
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Wellgear Limited (the company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is International House, 36-38 Cornhill, London, EC3V 3NG, United Kingdom. The principal place of business is Drumoak Business Park, Drumoak, Aberdeenshire, AB31 5YZ.
The principal activities are set out in the Strategic Report.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
•Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
•Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
•Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
•Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
Wellgear Limited is a wholly owned subsidiary of Wellgear Group B.V. and the results of Wellgear Limited are included in the consolidated financial statements of Wellgear Group B.V. which are available from Oosteinde 1, 9431AT Westerbork.
At the time of approving the financial statements, the directors have assessed the company’s ability to continue as a going concern. The assessment has been based on forecasts covering a period of at least twelve months from the date of approval of the financial statements, together with consideration of the company’s available facilities and support from the parent company.
Based on this assessment, the directors are not aware of any material uncertainties that may cast significant doubt on the company’s ability to continue as a going concern. Accordingly, the financial statements have been prepared on the going concern basis. The directors have considered a number of factors, including the matters described in Note 19 (Related party guarantee). In December 2025, the group increased its credit facilities to finance future projects, for which Wellgear Limited acts as guarantor.
The group has complied with its debt funding covenants to date and, based on the latest forecasts, expects to continue to meet these covenants for a period of at least twelve months from the date of approval of the financial statements. The directors have also considered the availability of group support and are satisfied that the company will have access to sufficient financial resources to meet its liabilities as they fall due.
Following the submission of the prior year financial statements, it was identified that the proceeds from the sale of an asset had been incorrectly recognised within Turnover.
The comparative figures have therefore been restated to reclassify this amount from Turnover to Administrative expenses.
This adjustment has resulted in a decrease in Turnover of £784,404, with a corresponding decrease in Administrative expenses of £784,404. There is no impact on Profit for the financial year or on the company’s Net assets.
Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise except for:
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
For defined contribution schemes the amounts charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.
Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the company and the company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
| Leasehold improvements |
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| Plant and machinery |
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| Fixtures and fittings |
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| Assets in the course of construction |
not depreciated |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
The company as lessee
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.
Non-financial assets
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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
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. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
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.
Financial assets and financial liabilities are recognised when the company becomes a 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 company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including 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. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
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 financial year in which the estimate is revised if the revision affects only that period, or in the financial year of the revision and future periods if the revision affects both current and future periods.
Going concern assumption: The going concern is a judgement exercised by management as described in note 1.
Critical judgements in applying the company’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. Determination of appropriate useful economic lives is a key judgement and the useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Turnover represents the fair value of goods/services provided to customers during the financial year excluding value added tax.
Breakdown by business class
An analysis of the company's turnover by class of business is set out below.
| 2025 | 2024 | ||
| £ | £ | ||
| Engineering | 170,879 | 1,320,364 | |
| Plug & Abandon | 8,217,997 | 22,434,986 | |
| Rental | 22,343 | 14,103 | |
| Snubbing | 18,374 | 2,311,625 | |
| Hydraulic Workover | 3,701,370 | 7,584,216 | |
| Inter-Group Recharged Revenue | 2,346,788 | 986,368 | |
| 14,477,751 | 34,651,662 |
Breakdown by geographical market:
An analysis of the company's turnover by geographical market is set out below.
| 2025 | 2024 | ||
| £ | £ | ||
| Europe | 11,158,866 | 26,097,641 | |
| Rest of the World | 3,318,885 | 8,554,021 | |
| 14,477,751 | 34,651,662 |
| 2025 | 2024 | ||
| £ | £ | ||
| Interest receivable and similar income |
|
|
|
| Interest payable and similar expenses | (
|
(
|
|
| 86,415 | 375,884 |
Interest receivable and similar income
| 2025 | 2024 | ||
| £ | £ | ||
| Bank interest |
|
|
|
| Interest from group undertakings |
|
|
|
|
|
|
Interest payable and similar expenses
| 2025 | 2024 | ||
| £ | £ | ||
| Loans from group undertakings | (
|
(
|
|
| Finance leases and hire purchase contracts |
|
(
|
|
| Other interest payable and similar expense | (
|
(
|
|
| (
|
(
|
(Loss)/profit before taxation is stated after charging/(crediting):
| 2025 | 2024 | ||
| £ | £ | ||
| Depreciation of tangible fixed assets (note 9) |
|
|
|
| Operating lease rentals |
|
|
|
| Foreign exchange gains | (
|
(
|
|
| Gain on disposal of fixed assets |
|
(
|
|
| Fees payable to the company's auditors of the financial statements |
|
|
| 2025 | 2024 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: | |||
| Support/Admin |
|
|
|
| Operations |
|
|
|
| Workshop |
|
|
|
|
|
|
Their aggregate remuneration comprised:
| 2025 | 2024 | ||
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other retirement benefit costs (note 17) |
|
|
|
| 5,687,376 | 5,458,688 |
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
| 2025 | 2024 | ||
| £ | £ | ||
| Directors' emoluments |
|
|
|
| Company contributions to money purchase pension schemes |
|
|
|
| 299,700 | 258,075 |
| 2025 | 2024 | ||
| Number | Number | ||
| Members of a money purchase pension scheme |
|
|
Remuneration of the highest paid director
| 2025 | 2024 | ||
| £ | £ | ||
| Director's emoluments | 270,000 | 232,500 | |
| Company contributions to money purchase schemes | 29,700 | 25,575 | |
| 299,700 | 258,075 |
| 2025 | 2024 | ||
| £ | £ | ||
| Current tax on (loss)/profit | |||
| UK corporation tax | (
|
|
|
| Foreign tax |
|
|
|
| Total current tax |
|
|
|
| Deferred tax | |||
| Origination and reversal of timing differences |
|
(
|
|
| Total deferred tax |
|
(
|
|
| Total tax on (loss)/profit |
|
|
The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK:
| 2025 | 2024 | ||
| £ | £ | ||
| (Loss)/profit before taxation | (427,255) | 3,724,363 | |
| Tax on (loss)/profit at standard UK corporation tax rate of 25% (2024: 25%) | (
|
|
|
| Effects of: | |||
| Expenses not deductible for tax purposes |
|
|
|
| Income not taxable in determining taxable profit |
|
(
|
|
| Higher tax rates on overseas earnings |
|
|
|
| Adjustments in respect of prior years | (
|
|
|
| Depreciation on assets not qualifying for tax allowances | 0 | 286 | |
| Other permanent differences | (186,166) | (262,031) | |
| Movement in deferred tax not recognised | 124,698 | 0 | |
| Losses carried back | 290,972 | 0 | |
| Total tax charge for year | 470,618 | 1,719,407 |
Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2023 (on 10 January 2023). These changes included an increase in the main rate to 25% from April 2023. Deferred taxes at the balance sheet date, in relation to UK companies, are measured using tax rates enacted as at the balance sheet date (25%).
| Leasehold improve- ments |
Plant and machinery | Fixtures and fittings | Assets in the course of construction |
Total | |||||
| £ | £ | £ | £ | £ | |||||
| Cost | |||||||||
| At 01 January 2025 |
|
|
|
|
|
||||
| Additions |
|
|
|
|
|
||||
| Disposals |
|
|
|
(
|
(
|
||||
| At 31 December 2025 |
|
|
|
|
|
||||
| Accumulated depreciation | |||||||||
| At 01 January 2025 |
|
|
|
|
|
||||
| Charge for the financial year |
|
|
|
|
|
||||
| At 31 December 2025 |
|
|
|
|
|
||||
| Net book value | |||||||||
| At 31 December 2025 | 279,609 | 141,094 | 53,206 | 0 | 473,909 | ||||
| At 31 December 2024 | 281,371 | 84,461 | 17,451 | 3,051 | 386,334 |
| 2025 | 2024 | ||
| £ | £ | ||
| Stocks |
|
|
| 2025 | 2024 | ||
| £ | £ | ||
| Trade debtors |
|
|
|
| Amounts owed by group undertakings |
|
|
|
| VAT recoverable |
|
|
|
| Corporation tax |
|
|
|
| Prepayments and accrued income |
|
|
|
|
|
|
| 2025 | 2024 | ||
| £ | £ | ||
| Trade creditors |
|
|
|
| Amounts owed to group undertakings |
|
|
|
| Amounts owed to parent undertakings |
|
|
|
| Corporation tax |
|
|
|
| Payroll taxes payable |
|
|
|
| Accruals |
|
|
|
|
|
|
Amounts owed to group undertakings and the parent undertaking represent intercompany funding balances. The balances are interest-bearing, unsecured, and are repayable on demand. Interest is charged on applicable balances at 4.7% (2024 - 6.1%), a market-based intra-group rate.
| 2025 | 2024 | ||
| £ | £ | ||
| Deferred tax |
|
(
|
| Deferred taxation | Total | ||
| £ | £ | ||
| At 01 January 2025 | (
|
( 99,596) | |
| Charged to the Profit and Loss Account |
|
123,625 | |
| At 31 December 2025 |
|
24,029 | |
Deferred tax
| 2025 | 2024 | ||
| £ | £ | ||
| Accelerated capital allowances |
|
(
|
|
| Other timing differences | (
|
(
|
|
| Provision for deferred tax |
|
(
|
| 2025 | 2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
|
|
|
|
|
| Presented as follows: | |||
| Called-up share capital presented as equity | 100 | 100 |
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
Other reserves records the accumulated exchange rate differences for transactions and/or balances denominated in currencies other than pound sterling.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
| 2025 | 2024 | ||
| £ | £ | ||
| Within one year |
|
|
|
| Between one and five years |
|
|
|
| After five years |
|
|
|
| Total future minimum lease payments under non-cancellable operating leases |
|
|
| Balance at 01 January 2025 | Cash flows | Balance at 31 December 2025 | |||
| £ | £ | £ | |||
| Cash at bank and in hand | 1,078,076 | ( 1,031,257) | 46,819 | ||
| 1,078,076 | ( 1,031,257) | 46,819 | |||
| Net debt |
|
( 1,031,257) |
|
Defined contribution schemes
The Company operates a defined contribution retirement benefit scheme for all qualifying employees. The total expense charged to profit or loss in the year ended 31 December 2025 was £200,916 (2024: £180,464). The amounts outstanding at the year end was £36,076 (2024: £33,091).
| 2025 | 2024 | ||
| £ | £ | ||
| Operating (loss)/profit | (
|
|
|
| Adjustment for: | |||
| Depreciation and amortisation |
|
|
|
| Profit on sale of plant and equipment |
|
(
|
|
| Decrease in provisions |
|
(
|
|
| Operating cash flows before movement in working capital | (
|
|
|
| Increase in stocks | (
|
(
|
|
| (Increase)/decrease in debtors | (
|
|
|
| Increase/(decrease) in creditors |
|
(
|
|
| Cash generated by operations |
|
|
|
| Income taxes paid | (
|
(
|
|
| Interest paid | (
|
(
|
|
| Net cash flows from operating activities | (
|
(
|
During 2025, the parent company Wellgear Group B.V updated its credit facilities. The facilities comprise a term loan of €14,000,000 and increased their bank credit facilities to €20,000,000. Wellgear Limited remains a guarantor under this arrangement at 31 December 2025.