| REGISTERED NUMBER: |
| FONTIS MEXICO UK LTD |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| REGISTERED NUMBER: |
| FONTIS MEXICO UK LTD |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Notes to the Financial Statements | 14 |
| FONTIS MEXICO UK LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 3 Castlegate |
| Grantham |
| Lincolnshire |
| NG31 6SF |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| The directors present their strategic report for the year ended 31 December 2025. |
| The Company holds investments in trading entities in Mexico, the directors are pleased with performance of these entities in 2025. |
| REVIEW OF BUSINESS |
| The loss for the financial year amounted to $13,517 (2024: $231,375). |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| CREDIT RISK |
| The Company has no primary exposure to credit risk, other than amounts due from subsidiaries. It is Company policy to deposit short term cash investments with major institutions. |
| FOREIGN EXCHANGE RISK |
| The Company has no external financial commitments. The Company's primary exposure to exchange rate risk relates to administrative costs which are mainly denominated in Sterling. However, these are not material. |
| SECTION 172(1) STATEMENT |
| The S172 statement focuses on matters of strategic importance to the group, and the level of information disclosed is consistent with the size and the complexity of the business. The Directors have complied with their duty to act, in good faith, to promote the success of the company for the benefit of its members as a whole and in particular have had regard to the following matters: |
| The likely consequences of any decision in the long term |
| Decisions are made for the long term success of the company and to ensure we re-invest in the business and to establish long term relationships with customers and suppliers. |
| The interests of the company's employees |
| The directors recognise that the employees are fundamental to the delivery of strategic ambitions and work closely with their representatives. |
| The need to foster the company's business relationships with suppliers, customers and others |
| We seek to form long term relationships with both clients and suppliers. In particular we try and provide a good service to our clients, thereby ensuring a high level of quality and leading to repeat future work. |
| The impact of the company's operations on the community and the environment |
| The company is a holding company which holds investments in trading entities in Mexico. The trading entities provide jack-up rig operating services under long term contracts. The company considers its energy usage looking to make efficiencies where possible. |
| The desirability of the company maintaining a reputation for high standards of business conduct |
| Compliance with relevant governance standards helps assure that the correct decision is made by the board which promote high standards of business conduct. |
| The need to act fairly between members of the company |
| The directors consider all factors when determining the best course of action to deliver the company's long term strategic goals. The impact on all stakeholders is considered as fairly as possible in the interest of the company. |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| POLICY AND PRACTICE ON PAYMENT OF CREDITORS |
| The company aims to pay all its creditors promptly. It is the company's policy to agree the terms of payment with its suppliers, ensure that suppliers are aware of the terms of payment, and to pay in accordance with contractual and other obligations. |
| ON BEHALF OF THE BOARD: |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITY |
| The principle activity of the company in the year under review was that of business support service activities. |
| DIVIDENDS |
| During the year, the Company made a non-cash distribution in kind of $169,068,507 by way of set-off against intercompany balances. No cash dividends were paid or proposed for the year ended 31 December 2025 (2024: $nil). |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| DIRECTORS' INDEMNITIES |
| 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. The Company also purchased and maintained throughout the financial year directors' and officers' liability insurance in respect of itself and its directors. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's 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. They 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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| AUDITORS |
| The auditors, Duncan & Toplis Audit Limited, Statutory Auditor, will be proposed for re-appointment in accordance with Section 485 of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FONTIS MEXICO UK LTD |
| Opinion |
| We have audited the financial statements of Fontis Mexico Uk Ltd (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | 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 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FONTIS MEXICO UK LTD |
| Matters on which we are required to report by exception |
| 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 or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FONTIS MEXICO UK LTD |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit. |
| The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management incentives and opportunities for fraudulent manipulation of the financial statements, (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimate and judgemental areas of the financial statements such as the methodology used to calculate inventory, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods used by management to make those estimates, re-performing the calculation, and reviewing the outcome of prior year estimates. |
| Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as the most likely to have such an effect: Health and Safety regulations, GDPR, Anti Money laundering Regulations and Employment laws. |
| Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. This inspection included a review of the health and safety audits, and ISO assessments conducted within the year for any evidence of non-compliance, in addition to an assessment of the company's employment and health and safety controls and ISO compliance. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items. |
| Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. |
| We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FONTIS MEXICO UK LTD |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| 3 Castlegate |
| Grantham |
| Lincolnshire |
| NG31 6SF |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2025 | 2024 |
| Notes | $ | $ | $ | $ |
| TURNOVER |
| Other operating expenses |
| Administrative expenses |
| 18,786 | 237,160 |
| OPERATING LOSS | 4 | ( |
) | ( |
) |
| Interest receivable and similar income | 6 |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 7 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2025 | 2024 |
| Notes | $ | $ |
| LOSS FOR THE YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | ( |
) | ( |
) |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| BALANCE SHEET |
| 31 DECEMBER 2025 |
| 2025 | 2024 |
| Notes | $ | $ | $ | $ |
| FIXED ASSETS |
| Investments | 8 |
| CURRENT ASSETS |
| Debtors | 9 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 10 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Share premium | 12 |
| Capital contribution | 12 |
| Retained earnings | 12 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| Called up |
| share | Retained | Share | Capital | Total |
| capital | earnings | premium | contribution | equity |
| $ | $ | $ | $ | $ |
| Balance at 1 January 2024 | ( |
) |
| Changes in equity |
| Total comprehensive loss | - | ( |
) | - | ( |
) |
| Balance at 31 December 2024 | ( |
) |
| Changes in equity |
| Total comprehensive loss | - | ( |
) | - | ( |
) |
| Share premium cancellation | - | 124,998,456 | (124,998,456 | ) | - | - |
| Distribution in kind | - | (118,897,278 | ) | - | (50,171,229 | ) | (169,068,507 | ) |
| Balance at 31 December 2025 | ( |
) |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 1. | STATUTORY INFORMATION |
| Fontis Mexico Uk Ltd is a |
| The presentation currency of the financial statements is the US Dollar ($). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
| • | the requirement of paragraph 33.7. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Fontis Mexico UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the publicly available consolidated financial statements of its parent, Paratus Energy Services Limited, Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda. The consolidated financial statements of this group are lodged at Companies House, Crown Way, Cardiff, CF4 3UZ as an addendum to these financial statements. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Critical accounting judgements and key sources of estimation uncertainty |
| Impairment of investments |
| Management uses its judgements in selecting a suitable valuation method and make assumptions that are mainly based on judgements. Where there is an indication that the asset has suffered an impairment loss, the recoverable amount of investments is estimated to be less than its carrying amount then the carrying amount of the asset is reduced to its recoverable amount. Management uses its knowledge of the asset to assess the level of impairment to be made. |
| Investments in subsidiaries |
| Investments in subsidiaries are measured at cost less accumulated impairment. At the end of each reporting period, the Directors review the carrying value of the investments to determine whether there is an indication that the assets have suffered impairment loss. If the recoverable amount of the investments is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately in the statement of comprehensive income. |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has chosen to adopt Section 11 and 12 of FRS 102 in respect of financial instruments. |
| The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as debtors and creditors and cash pooling positions. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Foreign currency transactions are translated into the functional currencies using the spot exchange rates at the dates of the transactions. |
| At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
| Foreign exchange gains and losses resulting from settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges. |
| Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'administrative expenses'. |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Interest receivable and similar income |
| Interest receivable and similar income is recognised in the statement of comprehensive income using the effective interest method. |
| Interest payable |
| Interest payable and similar expenses are charged to the statement of comprehensive income 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. |
| Cash at bank and in hand |
| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
| Debtors |
| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Impairments are recognised as Other operating expense in the Statement of Comprehensive Income. |
| Creditors |
| Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
| Share capital |
| Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds. |
| Going concern |
| The directors have prepared a going concern assessment for a period of 12 months from the date of approval of these financial statements. The assessment indicates the Company will have sufficient funds through recovery of its outstanding debts should its liabilities be recalled. |
| Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis. |
| 3. | EMPLOYEES AND DIRECTORS |
| The Company had no employees (2024: None) other than 2 directors (2024: 2). |
| The directors did not receive any emoluments from the Company during the year (2024: $Nil). The directors of the Company are also directors of fellow Group companies and receive their remuneration directly from those companies, with no recharge being made. The directors do not believe that it is practical to apportion their remuneration for services as directors of the Company and their services as directors of the other Group companies. |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 4. | OPERATING LOSS |
| The operating loss is stated after charging: |
| 2025 | 2024 |
| $ | $ |
| Foreign exchange differences |
| Auditors' remuneration |
| Impairment of amounts due from group undertakings |
| 5. | AUDITORS' REMUNERATION |
| 2025 | 2024 |
| $ | $ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
25,325 |
42,097 |
| 6. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2025 | 2024 |
| $ | $ |
| Interest receivable to group companies | 5,269 | 5,786 |
| 7. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024. |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| $ | $ |
| Loss before tax | ( |
) | ( |
) |
| Loss multiplied by the standard rate of corporation tax in the UK of (2024 - |
( |
) |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Losses for which no deferred tax asset was recognised | 3,379 | 11,135 |
| Total tax charge | - | - |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 8. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| $ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Management assess that the investment balances are supportable by the underlying net assets of the investments. |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Direct subsidiary undertakings |
| The following was a subsidiary undertaking of the Company: |
Name |
Country of incorporation |
Class of share | Holding | Principal activity |
SeaMex Holding BV |
Netherlands |
Ordinary |
100% |
Holding company |
Seamex Leasing BV |
Netherlands |
Ordinary |
100% |
Leasing company |
| The registered address of the above subsidiaries is Jachthavenweg 109 H, 1081KM, Amsterdam, Netherlands. |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 8. | FIXED ASSET INVESTMENTS - continued |
| Indirect subsidiary undertakings |
| The following was a subsidiary undertaking of the Company: |
Name |
Country of incorporation |
Class of share | Holding | Principal activity |
Fontis Holdings Mexico SA de CV |
Mexico |
Ordinary |
99.9% |
Holding company |
| Paratus Jack Up Operations de Mexico S de R de CV |
Mexico |
Ordinary |
99.89% |
Onshore services |
| Paratus Oberon de Mexico S de RL de CV |
Mexico |
Ordinary |
99.89% |
Rig operator |
| Paratus Intrepid de Mexico S de RL de CV |
Mexico |
Ordinary |
99.89% |
Rig operator |
| Paratus Defender de Mexico S de RL de CV |
Mexico |
Ordinary |
99.89% |
Rig operator |
| Paratus Courageous de Mexico S de RL de CV |
Mexico |
Ordinary |
99.89% |
Rig operator |
| Paratus Titania de Mexico S de RL de CV | Mexico | Ordinary | 99.89% | Rig operator |
| Paratus Logistics de Mexico S de RL de CV |
Mexico |
Ordinary |
99.89% |
Onshore services |
| The registered address of the above indirect subsidiaries is AV, Isla de Tris, No.35 Col. Fracc Isla de Carmen 2000, Cd. Del Carmen, Campeche, C.P. 24190, Mexico. |
| 9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| $ | $ |
| Amounts owed by group undertakings | 53,921,076 | 284,630,626 |
| The above amounts due from group undertakings within one year is an intercompany credit facility, by which Fontis Mexico UK Ltd can provide on demand financial support to its subsidiaries. Advances are repayable on demand and are interest free. Management assessed recoverability of amounts due from group undertakings as at 31 December 2025. No impairment was identified (2024: $160,178). |
| 10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| $ | $ |
| Trade creditors |
| Amounts owed to group undertakings | 125,824,668 | 187,944,289 |
| Accruals and deferred income |
| FONTIS MEXICO UK LTD (REGISTERED NUMBER: 08749430) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
| The above amounts due to group undertakings within one year is an intercompany credit facility, by which Fontis Mexico UK Ltd can receive on demand financial support from its subsidiaries. Advances are repayable on demand and are interest free. |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | $ | $ |
| Ordinary | 1 | 67,919,682 | 67,919,682 |
| 12. | RESERVES |
| Retained | Share | Capital |
| earnings | premium | contribution | Totals |
| $ | $ | $ | $ |
| At 1 January 2025 | ( |
) | 222,248,068 |
| Deficit for the year | ( |
) | - | - | ( |
) |
| Share premium cancellation | 124,998,456 | (124,998,456 | ) | - | - |
| Distribution in kind | (118,897,278 | ) | - | (50,171,229 | ) | (169,068,507 | ) |
| At 31 December 2025 | ( |
) | 53,166,044 |
| 13. | ULTIMATE PARENT COMPANY |
| As at 31 December 2025, Paratus Energy Services Ltd (incorporated in Bermuda ) is regarded by the directors as being the company's ultimate parent company. |
| The smallest and largest group of undertakings, of which the Company is a member, and for which the consolidated financial statements will be prepared is Paratus Energy Services Ltd, registered office is Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton, HM 08, Bermuda. The consolidated financial statements of this group are lodged at Companies House, Crown Way, Cardiff, CF4 3UZ as an addendum to these financial statements. |
| 14. | POST BALANCE SHEET EVENTS |
| On March 23, 2026, the ultimate parent company together with its indirect subsidiary Fontis Finance Ltd. (immediate holding company) has entered into share purchase agreements to sell Fontis' drilling operations and jack-up fleet which includes Fontis Mexico UK Ltd. The transaction is expected to close during H2 2026, subject to customary closing conditions. |