REGISTERED NUMBER: 04802961 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Oil & Gas Measurement Limited

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

DIRECTORS:

Steven Paul O'Donnell

Bronislav Bylkov

REGISTERED OFFICE:

Denmark House, St. Thomas Place

Ely

CB7 4EX

REGISTERED NUMBER:

04802961 (England and Wales)

AUDITORS:

Zenith Audit Ltd

Statutory Auditors

Third Floor North

Warwick House

65/66 Queen Street

London

EC4R 1EB

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

During the year OGML transferred assets to Oil & Gas Systems Limited, a company under common control.

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

Steven Paul O'Donnell has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

Ilya Victorovich Kuzmin - resigned 26 November 2025

Bronislav Bylkov - appointed 26 November 2025

PERSONS WITH SIGNIFICANT CONTROL

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

Mrs Dharshinee Boodhunsing Bheenuck and Mr Jonathan David Lobo were both notified as persons with significant control in March 2025.

CHARITABLE DONATIONS

The company has made no donations during the year (2024: NIL).

DIRECTORS' RESPONSIBILITIES STATEMENT

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.

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

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.

AUDITORS

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

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

ON BEHALF OF THE BOARD:

Steven Paul O'Donnell - Director

26 October 2026

Opinion

We have audited the financial statements of Oil & Gas Measurement 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.

Material uncertainty related to going concern

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

Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement 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, override of internal controls, or collusion.

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

Use of our report

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

Milena Mitova (Senior Statutory Auditor)

for and on behalf of Zenith Audit Ltd

Statutory Auditors

Third Floor North

Warwick House

65/66 Queen Street

London

EC4R 1EB

27 October 2026

TURNOVER

4

1,067,877

1,076,832

Cost of sales

(619,739

)

(1,321,593

)

GROSS PROFIT/(LOSS)

448,138

(244,761

)

Administrative expenses

(2,886,321

)

(2,803,369

)

(2,438,183

)

(3,048,130

)

Other operating income

7,626,154

-

OPERATING PROFIT/(LOSS)

6

5,187,971

(3,048,130

)

Interest receivable and similar income

559,841

-

5,747,812

(3,048,130

)

Interest payable and similar expenses

7

-

(66,264

)

PROFIT/(LOSS) BEFORE TAXATION

5,747,812

(3,114,394

)

Tax on profit/(loss)

8

53,455

79,946

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

5,801,267

(3,034,448

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

5,801,267

(3,034,448

)

FIXED ASSETS

Intangible assets

9

-

4,082,651

Tangible assets

10

14,453

1,593,637

Investments

11

-

175,680

14,453

5,851,968

CURRENT ASSETS

Stocks

12

780,135

761,884

Debtors

13

1,462,251

1,950,460

Cash at bank

185,888

27,958

2,428,274

2,740,302

CREDITORS

Amounts falling due within one year

14

(4,049,176

)

(8,394,176

)

NET CURRENT LIABILITIES

(1,620,902

)

(5,653,874

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,606,449

)

198,094

CREDITORS

Amounts falling due after more than one year

15

-

(7,605,810

)

NET LIABILITIES

(1,606,449

)

(7,407,716

)

CAPITAL AND RESERVES

Called up share capital

16

3,090,311

3,090,311

Retained earnings

17

(4,696,760

)

(10,498,027

)

SHAREHOLDERS' FUNDS

(1,606,449

)

(7,407,716

)

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:

Steven Paul O'Donnell - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

3,090,311

(7,463,579

)

(4,373,268

)

Changes in equity

Total comprehensive income

-

(3,034,448

)

(3,034,448

)

Balance at 31 December 2024

3,090,311

(10,498,027

)

(7,407,716

)

Changes in equity

Total comprehensive income

-

5,801,267

5,801,267

Balance at 31 December 2025

3,090,311

(4,696,760

)

(1,606,449

)

Cash flows from operating activities

Cash generated from operations

1

278,741

379,101

Finance costs paid

-

(66,264

)

Non cash sundry expenses

32,066

-

Tax paid

53,455

79,946

Net cash from operating activities

364,262

392,783

Cash flows from investing activities

Purchase of intangible fixed assets

(208,000

)

(287,401

)

Purchase of tangible fixed assets

(1,047

)

(6,249

)

Sale of tangible fixed assets

-

10,572

Sale of fixed asset investments

-

100

Net cash from investing activities

(209,047

)

(282,978

)

Cash flows from financing activities

Loan repayments in year

-

(299,133

)

Net cash from financing activities

-

(299,133

)

Increase/(decrease) in cash and cash equivalents

155,215

(189,328

)

Cash and cash equivalents at beginning of year

2

27,958

217,280

Effect of foreign exchange rate changes

2,715

6

Cash and cash equivalents at end of year

2

185,888

27,958

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Profit/(loss) before taxation

5,747,812

(3,114,394

)

Depreciation charges

1,638,909

1,390,190

Other trading income - loan write off

(7,605,810

)

-

Profit on sale of intangible fixed asset

(111,206

)

-

Profit on sale of tang fixed assets

(735,316

)

-

loss on sale of investments

175,677

-

Bad debts

1,106,895

-

Finance costs

-

66,264

Finance income

(559,841

)

-

(342,880

)

(1,657,940

)

(Increase)/decrease in stocks

(18,251

)

353,506

Increase in trade and other debtors

(618,686

)

(21,282

)

Increase in trade and other creditors

1,258,558

1,704,817

Cash generated from operations

278,741

379,101

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

185,888

27,958

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

27,958

217,280

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

27,958

157,930

185,888

27,958

157,930

185,888

Total

27,958

157,930

185,888

1.	STATUTORY INFORMATION

Oil & Gas Measurement Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the 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 did not prepare group accounts for 2025 as the subsidiaries were all sold or closed in December 2025. The group would have also been classified as small under section 383 of Companies Act and would have claimed the small group exemption under section 399 of the Companies Act.

Going concern

The events, related to the military conflict in Ukraine, resulted in a significant reduction in the company's and group's operations in the last two years, disposal of the Russian subsidiaries at a loss and loss of the Russian market.

These events created a material uncertainty about its ultimate effect on the company's operations. The company has a profit before tax of £5,747,812 for the year ended 31 December 2025 (2024: loss of £3,114,394), net current liabilities of £1,620,902 (2024: £5,653,874) and negative equity of £1,606,449 (2024: £7,407,716).

The directors have explored various scenarios and are confident the plans that are currently being implemented will ensure the continuation of the company and group operations and with the ongoing support of the parent company remain optimistic for the future.

Oil & Gas Fields Equipment Manufacturing FZE, the immediate parent undertaking, has provided a letter of support to indicate its willingness and ability to support the company for a period of at least twelve months following the date of approval of these financial statements.

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.

At the date of approval of these financial statements 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.

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.

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.

Development costs are being amortised evenly over their estimated useful life of four years.

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:

Plant and Machinery

5% to 25%

Fixtures and fittings

25% to 37.5%

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.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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.

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.

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.

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 10 of the financial statements.

Depreciation and amortisation of tangible and intangible fixed assets

The cost of tangible fixed assets is depreciated over its estimated useful economic life. Management estimates the useful lives of these tangible assets to vary. Changes in the expected level of usage and technological developments could impact on the useful economic lives and the residual values of these assets; therefore, future depreciation charges could be revised. The accounting policy of tangible fixed assets is described in note 2. The carrying amount of the group's tangible fixed assets in the balance sheet is disclosed in note 9 of the financial statements. The capitalised costs of intangible assets are amortised over their estimated useful lives. Management expect these useful lives to vary based on advances in technology and future research and development. Where the useful life of an intangible asset cannot be accurately estimated, the asset is amortised over a maximum of 4 years in accordance with FRS102.

Stock

The group writes down stock to net realisable value based on an estimate of the realisable value of stock. Written down stock is recorded when events or changes in circumstances indicate that, the balances may not be realised. The identification of write-downs requires the use of judgment and estimates. Where the expectation is different from the original estimate or judgment such difference will impact the carrying value of stock and write-downs of stock in the periods in which such estimates or judgments have been changed. The accounting policy of stocks is described in note 2. At the year end the carrying amount of stocks is stated in note 12.

Impairment of trade debtors and loans receivable

The group reviews trade debtor balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in trade debtors and those which are not, are impaired and the impairment loss is recorded in the profit or loss. In making this judgment, the company evaluates, among other factors, the duration and the financial health of and short-term business outlook for the trade debtors, including factors such as industry and sector performance. The accounting policy of trade debtors is described in note 2. At the year end the carrying amount of trade debtors is stated in note 13.

Impairment of property, plant and equipment and intangible assets

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

4.

TURNOVER

The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.12.25

31.12.24

£

£

United Kingdom

81,241

107,193

Europe

238,522

82,387

United States of America

-

3,528

Rest of the world

748,114

883,724

1,067,877

1,076,832

5.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

378,758

517,488

Social security costs

64,144

109,673

442,902

627,161

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

31.12.25

31.12.24

Workshop and Engineering

3

9

Administration

1

12

Other

1

-

5

21

31.12.25

31.12.24

£

£

Directors' remuneration

-

32,091

6.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

31.12.25

31.12.24

£

£

Hire of plant and machinery

3,354

-

Other operating leases

24,418

248,766

Depreciation - owned assets

8,353

5,987

Profit on disposal of fixed assets

(670,845

)

-

Development costs amortisation

1,665,337

1,384,209

Auditors' remuneration

19,000

25,001

Foreign exchange differences

48,693

25,080

Bad debts

1,106,895

-

The profit on disposal of fixed assets is made up of the following:

Profit on sale intangible fixed assets

111,206

Profit on sale tangible fixed assets

735,316

Loss on sale fixed asset investment

(175,677

)

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Non bank interest on loans

-

66,264

8.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

(53,455

)

(79,946

)

Tax on profit/(loss)

(53,455

)

(79,946

)

Reconciliation of total tax credit 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/(loss) before tax

5,747,812

(3,114,394

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

1,436,953

(778,599

)

Effects of:

Expenses not deductible for tax purposes

285,276

1,545

Depreciation in excess of capital allowances

387,737

319,487

Utilisation of tax losses

(208,511

)

-

Research & Development enhanced deduction

-

(61,790

)

Tax credit adjustment

(53,455

)

133,638

Losses carried forward

-

385,719

Research & Development tax credit

-

(79,946

)

Other income not taxable

(1,901,455

)

-

Total tax credit

(53,455

)

(79,946

)

The Company has unused tax losses as at 31.12.2025 of £9,628,882. No deferred tax asset has been recognised on these losses.

9.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1 January 2025

6,592,822

Additions

208,000

Disposals

(6,800,822

)

At 31 December 2025

-

AMORTISATION

At 1 January 2025

2,510,171

Amortisation for year

1,665,337

Eliminated on disposal

(4,175,508

)

At 31 December 2025

-

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

4,082,651