IRIS Accounts Production v26.3.0.614 02167775 Board of Directors 1.1.25 31.12.25 31.12.25 Medium entities true false true true false false false true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Ordinary shares 1.00000 Preference shares 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh021677752024-12-31021677752025-12-31021677752025-01-012025-12-31021677752023-12-31021677752024-01-012024-12-31021677752024-12-3102167775ns15:EnglandWales2025-01-012025-12-3102167775ns14:PoundSterling2025-01-012025-12-3102167775ns10:Director12025-01-012025-12-3102167775ns10:PrivateLimitedCompanyLtd2025-01-012025-12-3102167775ns10:MediumEntities2025-01-012025-12-3102167775ns10:Audited2025-01-012025-12-3102167775ns10:Medium-sizedCompaniesRegimeForDirectorsReport2025-01-012025-12-3102167775ns10:Medium-sizedCompaniesRegimeForAccounts2025-01-012025-12-3102167775ns10:FullAccounts2025-01-012025-12-310216777512025-01-012025-12-3102167775ns10:OrdinaryShareClass12025-01-012025-12-3102167775ns10:OrdinaryShareClass22025-01-012025-12-3102167775ns10:Director32025-01-012025-12-3102167775ns10:CompanySecretary12025-01-012025-12-3102167775ns10:RegisteredOffice2025-01-012025-12-3102167775ns10:Director22025-01-012025-12-3102167775ns5:CurrentFinancialInstruments2025-12-3102167775ns5:CurrentFinancialInstruments2024-12-3102167775ns5:Non-currentFinancialInstruments2025-12-3102167775ns5:Non-currentFinancialInstruments2024-12-3102167775ns5:ShareCapital2025-12-3102167775ns5:ShareCapital2024-12-3102167775ns5:SharePremium2025-12-3102167775ns5:SharePremium2024-12-3102167775ns5:FurtherSpecificReserve2ComponentTotalEquity2025-12-3102167775ns5:FurtherSpecificReserve2ComponentTotalEquity2024-12-3102167775ns5:RetainedEarningsAccumulatedLosses2025-12-3102167775ns5:RetainedEarningsAccumulatedLosses2024-12-3102167775ns5:ShareCapital2023-12-3102167775ns5:RetainedEarningsAccumulatedLosses2023-12-3102167775ns5:SharePremium2023-12-3102167775ns5:FurtherSpecificReserve2ComponentTotalEquity2023-12-3102167775ns5:RetainedEarningsAccumulatedLosses2024-01-012024-12-3102167775ns5:FurtherSpecificReserve2ComponentTotalEquity2024-01-012024-12-3102167775ns5:RetainedEarningsAccumulatedLosses2025-01-012025-12-3102167775ns5:FurtherSpecificReserve2ComponentTotalEquity2025-01-012025-12-3102167775ns5:IntangibleAssetsOtherThanGoodwill2025-01-012025-12-310216777512025-01-012025-12-3102167775ns5:ReportableOperatingSegment12025-01-012025-12-3102167775ns5:ReportableOperatingSegment12024-01-012024-12-3102167775ns5:ReportableOperatingSegment22025-01-012025-12-3102167775ns5:ReportableOperatingSegment22024-01-012024-12-3102167775ns5:ReportableOperatingSegment32025-01-012025-12-3102167775ns5:ReportableOperatingSegment32024-01-012024-12-3102167775ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2025-01-012025-12-3102167775ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2024-01-012024-12-3102167775ns15:UnitedKingdom2025-01-012025-12-3102167775ns15:UnitedKingdom2024-01-012024-12-3102167775ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2025-01-012025-12-3102167775ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2024-01-012024-12-3102167775ns5:OwnedAssets2025-01-012025-12-3102167775ns5:OwnedAssets2024-01-012024-12-3102167775112025-01-012025-12-3102167775112024-01-012024-12-3102167775122025-01-012025-12-3102167775122024-01-012024-12-3102167775ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2025-01-012025-12-3102167775ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2025-12-3102167775ns5:LeaseholdImprovements2024-12-3102167775ns5:FurnitureFittings2024-12-3102167775ns5:MotorVehicles2024-12-3102167775ns5:LeaseholdImprovements2025-01-012025-12-3102167775ns5:FurnitureFittings2025-01-012025-12-3102167775ns5:MotorVehicles2025-01-012025-12-3102167775ns5:LeaseholdImprovements2025-12-3102167775ns5:FurnitureFittings2025-12-3102167775ns5:MotorVehicles2025-12-3102167775ns5:LeaseholdImprovements2024-12-3102167775ns5:FurnitureFittings2024-12-3102167775ns5:MotorVehicles2024-12-3102167775ns5:CostValuation2024-12-3102167775ns5:AdditionsToInvestments2025-12-3102167775ns5:CostValuation2025-12-3102167775ns5:Subsidiary12025-01-012025-12-31021677751ns5:Subsidiary12025-01-012025-12-3102167775ns5:Subsidiary12025-12-3102167775ns5:Subsidiary12024-12-3102167775ns5:Subsidiary22025-01-012025-12-3102167775ns5:Subsidiary232025-01-012025-12-3102167775ns5:Subsidiary22025-12-3102167775ns5:Subsidiary22024-12-3102167775ns5:Subsidiary32025-01-012025-12-31021677755ns5:Subsidiary32025-01-012025-12-3102167775ns5:Subsidiary32025-12-3102167775ns5:Subsidiary32024-12-3102167775ns5:Subsidiary42025-01-012025-12-3102167775ns5:Subsidiary472025-01-012025-12-3102167775ns5:Subsidiary42025-12-3102167775ns5:Subsidiary42024-12-3102167775ns5:Subsidiary52025-01-012025-12-31021677759ns5:Subsidiary52025-01-012025-12-3102167775ns5:Subsidiary52025-12-3102167775ns5:Subsidiary52024-12-3102167775ns5:Subsidiary62025-01-012025-12-3102167775ns5:Subsidiary6112025-01-012025-12-3102167775ns5:Subsidiary62025-12-3102167775ns5:Subsidiary62024-12-3102167775ns5:Subsidiary72025-01-012025-12-310216777513ns5:Subsidiary72025-01-012025-12-3102167775ns5:Subsidiary72025-12-3102167775ns5:Subsidiary72024-12-3102167775ns5:Subsidiary72024-01-012024-12-3102167775ns5:WithinOneYearns5:CurrentFinancialInstruments2025-12-3102167775ns5:WithinOneYearns5:CurrentFinancialInstruments2024-12-3102167775ns5:Non-currentFinancialInstruments2025-01-012025-12-3102167775ns10:OrdinaryShareClass12025-12-3102167775ns10:OrdinaryShareClass22025-12-310216777512025-01-012025-12-31
REGISTERED NUMBER: 02167775 (England and Wales)












Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Oil & Gas Systems Limited

Oil & Gas Systems Limited (Registered number: 02167775)






Contents of the Financial Statements
for the Year Ended 31 December 2025




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 4

Statement of Comprehensive Income 7

Balance Sheet 8

Statement of Changes in Equity 9

Cash Flow Statement 10

Notes to the Cash Flow Statement 11

Notes to the Financial Statements 12


Oil & Gas Systems Limited

Company Information
for the Year Ended 31 December 2025







DIRECTORS: S P O Donnell
B Bylkov





SECRETARY: S P O'Donnell





REGISTERED OFFICE: Denmark House
St. Thomas Place
Ely
CB7 4EX





REGISTERED NUMBER: 02167775 (England and Wales)





AUDITORS: Zenith Audit Ltd
Statutory Auditors
Third Floor North
Warwick House
65/66 Queen Street
London
EC4R 1EB

Oil & Gas Systems Limited (Registered number: 02167775)

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 principal activity of the company in the year under review was that of the design and supply of bespoke engineered process packages and engineered metering systems to the oil, gas, power, chemical and associated industries. The company also supplies spare parts for these bespoke systems and provide site support services to its customer base.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2025.

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
S P O Donnell has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

I V Kuzmin - resigned 26 November 2025
B Bylkov - appointed 26 November 2025

CHARITABLE DONATIONS
No donations have been made during the year. (2024: £NIL).

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

Oil & Gas Systems Limited (Registered number: 02167775)

Report of the Directors
for the Year Ended 31 December 2025


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

ON BEHALF OF THE BOARD:





S P O Donnell - Director


26 October 2026

Report of the Independent Auditors to the Members of
Oil & Gas Systems Limited

Opinion
We have audited the financial statements of Oil & Gas Systems Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion 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 profit 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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.

Report of the Independent Auditors to the Members of
Oil & Gas Systems Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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

We considered compliance with UK Companies Act 2006 and the applicable tax legislation as the key laws and regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to:
- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;
- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries;
- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period;
- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud.

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

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

Report of the Independent Auditors to the Members of
Oil & Gas Systems Limited


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




Milena Mitova (Senior Statutory Auditor)
for and on behalf of Zenith Audit Ltd
Statutory Auditors
Third Floor North
Warwick House
65/66 Queen Street
London
EC4R 1EB

27 October 2026

Oil & Gas Systems Limited (Registered number: 02167775)

Statement of Comprehensive Income
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   

TURNOVER 4 5,890,032 6,499,381

Cost of sales (2,705,096 ) (3,274,200 )
GROSS PROFIT 3,184,936 3,225,181

Administrative expenses (2,078,050 ) (3,001,494 )
1,106,886 223,687

Other operating income 115,595 30,567
OPERATING PROFIT and
PROFIT BEFORE TAXATION 1,222,481 254,254

Tax on profit 8 - -
PROFIT FOR THE FINANCIAL YEAR 1,222,481 254,254

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

1,222,481

254,254

Oil & Gas Systems Limited (Registered number: 02167775)

Balance Sheet
31 December 2025

31.12.25 31.12.24
Notes £    £   
FIXED ASSETS
Intangible assets 9 2,736,520 -
Tangible assets 10 2,615,288 129,477
Investments 11 7 4
5,351,815 129,481

CURRENT ASSETS
Debtors 12 5,583,748 10,709,928
Cash at bank 652,145 1,786,219
6,235,893 12,496,147
CREDITORS
Amounts falling due within one year 13 (2,299,619 ) (2,445,329 )
NET CURRENT ASSETS 3,936,274 10,050,818
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,288,089

10,180,299

CREDITORS
Amounts falling due after more than one year 14 (1,404,010 ) (3,485,490 )

PROVISIONS FOR LIABILITIES 15 (319,274 ) (352,485 )
NET ASSETS 7,564,805 6,342,324

CAPITAL AND RESERVES
Called up share capital 16 5,877,988 5,877,988
Share premium 17 20,550 20,550
Other reserves 17 117,572 117,572
Retained earnings 17 1,548,695 326,214
SHAREHOLDERS' FUNDS 7,564,805 6,342,324

The financial statements were approved by the Board of Directors and authorised for issue on 26 October 2026 and were signed on its behalf by:





S P O Donnell - Director


Oil & Gas Systems Limited (Registered number: 02167775)

Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   
Balance at 1 January 2024 5,877,988 71,960 20,550 117,572 6,088,070

Changes in equity
Total comprehensive income - 254,254 - - 254,254
Balance at 31 December 2024 5,877,988 326,214 20,550 117,572 6,342,324

Changes in equity
Total comprehensive income - 1,222,481 - - 1,222,481
Balance at 31 December 2025 5,877,988 1,548,695 20,550 117,572 7,564,805

Oil & Gas Systems Limited (Registered number: 02167775)

Cash Flow Statement
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,140,311 1,394,625
Net cash from operating activities 1,140,311 1,394,625

Cash flows from investing activities
Purchase of tangible fixed assets (146,076 ) (53,467 )
Purchase of fixed assets prev years (46,829 ) -
Net cash from investing activities (192,905 ) (53,467 )

Cash flows from financing activities
Loan repayments in year (2,081,480 ) (884,146 )
Net cash from financing activities (2,081,480 ) (884,146 )

(Decrease)/increase in cash and cash equivalents (1,134,074 ) 457,012
Cash and cash equivalents at beginning of year 2 1,786,219 1,329,207

Cash and cash equivalents at end of year 2 652,145 1,786,219

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Cash Flow Statement
for the Year Ended 31 December 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25 31.12.24
£    £   
Profit before taxation 1,222,481 254,254
Depreciation charges 18,028 29,890
Decrease in other provisions (33,212 ) 178,522
1,207,297 462,666
Decrease in trade and other debtors 78,724 1,444,463
Decrease in trade and other creditors (145,710 ) (512,504 )
Cash generated from operations 1,140,311 1,394,625

2. CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 652,145 1,786,219
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 1,786,219 1,329,207


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank 1,786,219 (1,134,074 ) 652,145
1,786,219 (1,134,074 ) 652,145
Total 1,786,219 (1,134,074 ) 652,145

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements
for the Year Ended 31 December 2025

1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling pound (£).

The Company is the parent of Oil & Gas Services Limited UK and Oil & Gas Manufacturing Limited UK, both of which are UK registered companies. The Company did not prepare group accounts for 2025 as the group would be classified as a small group under section 383 of Companies Act and has claimed the small group exemption under section 399 of the Companies Act.

Going concern

Having considered post year end trading and financial results, cash reserves and committed borrowing facilities, and after making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

The principal creditor continues to be a related company and the directors are of the opinion that this related company will continue to support the working capital requirements of Oil & Gas Systems Limited and other connected group companies. OGSI Oil & Gas Fields Equipment Manufacturing FZE, the immediate parent undertaking, has indicated it's willingness and ability to support the company for at least twelve months following the date of approval of these financial statements.

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

Turnover
Revenue is the total amount receivable by the company for equipment supplied and services provided, invoiced in accordance with contract payment terms once certain milestones have been reached and on the basis applied to long term contracts, excluding VAT and trade discounts.

Long term contracts are assessed on a contract-by-contract basis and reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Revenue is ascertained in a manner appropriate to the stage of completion of the contract. Stage of completion is determined by the costs to date as a percentage of the total budgeted costs to complete.

Revenue related to the sale of spares and site services is recognised upon delivery of the goods or completion of the service provided.

Other sales income represents the total amounts receivable for project management and from the recharge of administrative costs to other companies and is recognised on an accruals basis once the company is contractually entitled to the income.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

During the year, the Company purchased intangible fixed assets from Oil & Gas Measurement Limited and these have been classified as development costs. The development costs will be amortised evenly over their estimated useful life of 10 years.

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis:

Depreciation is provided on the following basis:

Motor vehicles - 17% straight line basis
Fixtures and fittings - 25%-37.5% reducing balance basis
Plant & Machinery Loops - Over the useful life of 15 years commencing once completed.

Included within tangible fixed assets is leasehold improvements of £233,099 (2024: £46,839). The leasehold improvements will be depreciated from 1 January 2026 over the useful economic life of 10 years.

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

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

Investments in subsidiaries
Investments in subsidiaries are measured at cost less accumulated impairment.

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

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.

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

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

Financial assets

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

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

Financial liabilities

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

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

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

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

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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

Derecognition of financial assets and financial liabilities

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

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

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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

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

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

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

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, which are described in note 2, the following judgements and key estimates have been made by the directors:

Useful lives of tangible fixed assets
The cost of tangible fixed assets is depreciated over its estimated useful economic life. Management estimates the useful lives of these tangible assets to vary. Changes in the expected level of usage and technological developments could impact on the useful economic lives and the residual values of these assets; therefore, future depreciation charges could be revised. The accounting policy of tangible fixed assets is described in note 2. The carrying amount of the company's tangible fixed assets in the balance sheet is disclosed in note 9 of the financial statements.

Warranty provision
A warranty provision is provided on the construction contracts, providing for the anticipated cost of the labour and parts necessary to repair, during the warranty period, equipment sold to customers. The estimated warranty costs are accounted for by accruing these costs for each contract upon completion of the contract.

Carrying value of accrued income
The carrying value of accrued income is made on a specific basis, based on the stage of completion which is determined by the costs to date as a percentage of the total budgeted costs to complete.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

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

31.12.25 31.12.24
£    £   
Contract sales 4,326,791 3,843,000
Spares 139,344 344,000
Site services 1,423,897 2,312,381
5,890,032 6,499,381

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

4. TURNOVER - continued

An analysis of turnover by geographical market is given below:

31.12.25 31.12.24
£    £   
United Kingdom 2,020,000 1,703,000
Rest of the world 3,870,032 4,796,381
5,890,032 6,499,381

5. EMPLOYEES AND DIRECTORS
31.12.25 31.12.24
£    £   
Wages and salaries 1,316,052 1,532,448
Social security costs 165,162 174,457
Other pension costs 117,609 44,236
1,598,823 1,751,141

The average number of employees during the year was as follows:
31.12.25 31.12.24

Workshop and engineering 29 15
Administration 6 12
Sales 3 4
Director 1 1
39 32

6. DIRECTORS' EMOLUMENTS
31.12.25 31.12.24
£    £   
Directors' remuneration 9,234 120,974
Directors' pension contributions to money purchase schemes 4,071 3,269

7. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.25 31.12.24
£    £   
Other operating leases 75,246 187,320
Depreciation - owned assets 18,027 29,890
Foreign exchange differences 90,966 (102,076 )
Cost of stock recongnised as expense 2,207,693 2,823,904
Fees payable to the company's auditor for the audit of the company's financial statement 17,000 12,000

8. 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.

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25 31.12.24
£    £   
Profit before tax 1,222,481 254,254
Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 -
25%)

305,620

63,564

Effects of:
Expenses not deductible for tax purposes 677 456
Capital allowances in excess of depreciation (305,636 ) (7,290 )
Utilisation of tax losses (661 ) (56,730 )
Total tax charge - -

The company has unused tax losses for which no deferred tax asset has been recognised of £357.990 (2024: £360,632).

9. INTANGIBLE FIXED ASSETS
Development
costs
£   
COST
Additions 2,736,520
At 31 December 2025 2,736,520
NET BOOK VALUE
At 31 December 2025 2,736,520

10. TANGIBLE FIXED ASSETS
Improvements Fixtures
to and Motor
property fittings vehicles Totals
£    £    £    £   
COST
At 1 January 2025 - 1,001,377 54,502 1,055,879
Additions 233,099 2,270,739 - 2,503,838
At 31 December 2025 233,099 3,272,116 54,502 3,559,717
DEPRECIATION
At 1 January 2025 - 888,952 37,450 926,402
Charge for year - 15,128 2,899 18,027
At 31 December 2025 - 904,080 40,349 944,429
NET BOOK VALUE
At 31 December 2025 233,099 2,368,036 14,153 2,615,288
At 31 December 2024 - 112,425 17,052 129,477

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

11. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2025 4
Additions 3
At 31 December 2025 7
NET BOOK VALUE
At 31 December 2025 7
At 31 December 2024 4

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Oil & Gas Services Limited
Registered office: Denmark House, St. Thomas Place, Ely, England, CB7 4EX
Nature of business: Designing engineering process packages
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves (143,556 ) (114,363 )

Oil & Gas Manufacturing Limited
Registered office: Denmark House, St. Thomas Place, Ely, England, CB7 4EX
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 2 2

Metering & Technology Limited
Registered office: Denmark House, St. Thomas Place, Ely, England, CB7 4EX
Nature of business: Manufacturer of high end ultrasonic flow meters.
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves (70,877 ) (70,877 )

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

11. FIXED ASSET INVESTMENTS - continued

Maurer Technologies Limited
Registered office: Denmark House, St. Thomas Place, Ely, England, CB7 4EX
Nature of business: Liquid sampling equipment
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves (56,373 ) (3,030 )

Maurer Intruments Limited
Registered office: Denmark House, St. Thomas Place, Ely, England, CB7 4EX
Nature of business: Liquid sampling equipment
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves (48,215 ) (116,900 )

Flow Calibration Services Limited
Registered office: Denmark House, St. Thomas Place, Ely, England, CB7 4EX
Nature of business: Electronic measuring and testing equipment
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves (8,154 ) (8,154 )

Metering & Technology SAS
Registered office: 5bis Avenue Marcel Proust, 28000 Chartres, France
Nature of business: Manufacturer of high end ultrasonic flow meters.
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 153,988 110,902
Profit for the year 43,085 51,036

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.25 31.12.24
£    £   
Trade debtors 1,761,610 2,708,312
Amounts owed by group undertakings 3,064,909 6,567,120
Other debtors 40,767 29,360
Prepayments 74,223 66,856
Accrued income 642,239 1,338,280
5,583,748 10,709,928

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.25 31.12.24
£    £   
Trade creditors 623,564 436,726
Amounts owed to group undertakings 304,163 254,620
Social security and other taxes - 40,849
VAT 42,657 17,899
Other creditors - 1,361
Deferred income 245,852 -
Accrued expenses 1,083,383 1,693,874
2,299,619 2,445,329

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31.12.25 31.12.24
£    £   
Amounts owed to
related parties 1,404,010 3,485,490
1,404,010 3,485,490

Loan from Solaris Foundation (formerly known as Talesword Limited) is repayable by January 2030 and is interest free. Balance payable as at 31.12.2025 is £946,409 (2024: £3,027,889). During the year the Company paid 2.5 million USD of this loan.

Loan from Solaris Engineering Limited (Cyprus) is repayable by January 2030 and is interest free. Balance payable as at 31.12.2025 is £457,601 (2024: £457,601).

15. PROVISIONS FOR LIABILITIES
31.12.25 31.12.24
£    £   
Other provisions 319,274 352,485

A warranty provision has been recognised on the construction contracts, providing for the anticipated cost of the labour and parts necessary to repair, during the warranty period for equipment sold to customers. The estimated warranty costs are accounted for by accruing these costs for each contract upon completion of the contract.

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.25 31.12.24
value: £    £   
2,717,192 Ordinary shares £1 2,717,192 2,717,192
5,405,711 Preference shares $1 3,160,796 3,160,796
5,877,988 5,877,988

The ordinary shares are irredeemable and have full rights in the company with respect to voting, dividend and capital distribution.

The zero coupon preference shares do not entitle the holders thereof to receive notice of, attend or vote at general meetings of the company. The zero-coupon preference shares are entitled to receive back the capital paid up on such shares in preference to any other class of share for the time being in issue, upon winding-up, sale or any other return of capital of the company, but do not entitle holders to patriciate any further in the distribution of any surplus assets. The zero-coupon preference shares do not entitle the holders to receive any dividends on the redeemable preference shares held by them.

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

17. RESERVES

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserves

Other reserves are in respect of share redemption in previous years (dated pre 2007) and represents the capital redemption reserve which is not distributable.

Retained earnings

Retained earnings includes all current and prior period retained profits and losses.

18. RELATED PARTY DISCLOSURES

During the year the company has paid administrative expenses of £25,652 (2024: £273,880) on behalf of Oil and Gas Measurement Limited, a company under common control. Salaries recharged to Oil and Gas Measurement Limited totalled £443,679 for the year (2024: £402,907). The Company also purchased intangible assets and three subsidiaries from Oil & Gas Measurement during 2025. As at the 31.12.2025 the balance receivable from Oil and Gas Measurement Limited was £2,818,932 (2024: £5,592,073). (Note 11)

During the year the company has paid administrative expenses on behalf of Oil and Gas Services Limited, a subsidiary company and as at 31.12.2025 the balance receivable from Oil and Gas Services Limited was £142,515 (2024: £122,731). (Note 11)

Included in amounts owed by group undertakings is an amount of £103,104 (2024: £10,000) due by OGSi Oil & Gas Fields Equipment Manufacturing FZE, a company under common control. (Note 11)

Included in amounts owed by group undertakings is an amount of £358 (2024: Nil) due by Oil & Gas Systems International DWC-LLC, a company under common control. (Note 11)

Other debtors at the year end includes a balance of £36,504 (2024: £27,293) owed by a director of the company. (Note 11)

Included in Amounts owed to related parties is a loan from Solaris Foundation which is repayable by January 2030 and is interest free. Balance payable as at 31.12.2025 is £946,409 (2024: £3,027,889). During the year the Company paid 2.5 million USD of this loan. (Note 13)

Included in Amounts owed to related parties is a loan from Solaris Engineering Limited (Cyprus) which is repayable by January 2030 and is interest free. Balance payable as at 31.12.2025 is £457,601 (2024: £457,601). (Note 13)

During the year the Company purchased products/service from OGM, a company under common control. As at the 31.12.2025, the balance owed to OGM was £3,181 (2024: Nil). (Note 12)

During the year the Company purchased products/service from OGSI Oil & Gas Fields Equipment Manufacturing FZE, a company under common control. As at the 31.12.2025, the balance owed to OGSI Oil & Gas Fields Equipment Manufacturing FZE was £66,825 (2024: Nil). (Note 12)

During the year the Company purchased products/service from Oil & Gas Systems Baltia Ltd, a company under common control. As at the 31.12.2025, the balance owed to Oil & Gas Systems Baltia Ltd was £234,157 (2024: £251,440). (Note 12)

During the year, the Company accrued office rent expenses of Nil (2024: £150,000) on behalf of a company under common control, Enigma Property Ltd. The total accrued rent as at 31.12.2025 was £450,000 (2024: £450,000). At the year end, there is no signed office lease agreement for future years.

During the year, the Company paid rent to Vail Williams, of which £24,418 (2024: Nil) was attributed to the Company. Vail Williams is the management company of Enigma Property Ltd which is a company under common control. The balance due to Vail Williams as at 31.12.2025 was £28,951 (2024: Nil).

Oil & Gas Systems Limited (Registered number: 02167775)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

19. AUDITOR LIABILITY LIMITATION AGREEMENT

An auditors' limitation of liability agreement has been approved by the members for the financial period ended 31 December 2025. The principal terms and conditions are as below:

- The agreement limit's the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Company's accounts and pursuant to this agreement the auditor may be guilty in relation to the Company.
- The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.

20. POST BALANCE SHEET EVENTS

There were no post balance sheet events to disclose.

21. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The immediate parent entity at the balance sheet date is OGSI Oil & Gas Fields Equipment Manufacturing FZE, a company incorporated in the UAE.

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