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Registered number: SC690869









NOV HOLDING UK 2 LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
NOV HOLDING UK 2 LIMITED
 
 
COMPANY INFORMATION


Directors
C P O'Neil 
I Broughton 




Company secretary
M J Quilter



Registered number
SC690869



Registered office
National Oilwell Varco
Badentoy Crescent

Badentoy Park

Aberdeen

United Kingdom

AB12 4YD




Independent auditor
Ernst & Young LLP

4th Floor

2 Marischal Square

Broad Street

Aberdeen

AB10 1BL





 
NOV HOLDING UK 2 LIMITED
 

CONTENTS



Page
Strategic Report
1 - 11
Directors' Report
12 - 13
Directors' Responsibilities Statement
14
Independent Auditor's Report
15 - 18
Profit and Loss Account
19
Statement of Comprehensive Income
20
Balance Sheet
21
Statement of Changes in Equity
22
Notes to the Financial Statements
23 - 35


 
NOV HOLDING UK 2 LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their Strategic Report for the year ended 31 December 2023.  

Business review
 
The Company is an investment holding company and the principal activity of its subsidiary undertakings is the provision of a wide range of goods and services to the energy and other industries.  The Company's ultimate parent company is NOV Inc., a company incorporated and listed in the USA. (Listed on NYSE as 'NOV', further published information is available at www.nov.com). The Company's functional and reporting currency is Canadian dollars (CAD). 
On 31 October 2023 Varco BJ B.V., the parent undertaking, contributed an amount of CAD $69,000,000 to the Company, which is not repayable. On the same date, the Company contributed CAD $69,000,000 to National Oilwell Varco Norway AS, a subsidiary undertaking, which is not repayable.
The results of the Company for the year, as set out on page 19, show a loss before tax of CAD $47,095,000 (2022 - profit CAD $174,996,000). The shareholders’ funds of the Company at 31 December 2023 total CAD $335,354,000 (2022 - CAD $302,984,000). No income was received during the year from shares in group undertakings (2022 - CAD $871,080,000). No dividends were paid by the Company during the year (2022 - nil)

Future developments

Management believes the industry is in the early stages of an extended recovery. Macro environment and geopolitical uncertainties drive volatility and pressure commodity prices near-term; however, management believes diminished global oil and gas production capacity and rising energy security risks will continue to spur increased oilfield activity and demand for the Company’s equipment and technology.
The Company remains committed to improving organizational efficiencies while focusing on the development and commercialization of innovative products and services, including technologies to reduce the environmental impact of oil and gas operations and technologies to accelerate the energy transition that are responsive to the longer-term needs of our customers. We believe this strategy will further advance the Company’s competitive position in all market conditions.

Principal risks and uncertainties
 
Interest rate risk
The Company's financial instruments have fixed rates and therefore had no risk from interest fluctuations.
Currency risk
The Company is exposed to foreign currency exchange rate fluctuations associated with financial instruments. Such exposures are considered temporary and insignificant. The Company manages this risk by recognising when foreign currency exposure is expected and minimises the risk accordingly.
Liquidity risk
The Company has available cash reserves along with availability of a bank overdraft facility. As such, the Directors consider the Company’s exposure to liquidity risk to be low.

Page 1

 
NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Company

The Company is a wholly-owned subsidiary of NOV Inc. (“NOV”). NOV and the Company are committed to, and recognise the importance of, good corporate governance and high ethical standards. Information on NOV’s Corporate Governance and Corporate Responsibility, including an introduction to the NOV Board of Directors and the relevant governance of the NOV group of companies, can be found at www.nov.com under the relevant section.
The Company’s Directors are fully aware of their duties under Section 172 of the UK Companies Act 2006.
Section 172 of the Companies Act 2006 requires that a director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a) the likely consequences of any decisions in the long-term;
b) the interests of the company’s employees;
c) the need to foster the company’s business relationships with suppliers, customers and others;
d) the impact of the company’s operations on the community and environment;
e) the desirability of the company maintaining a reputation for high standards of business conduct; and
f) the need to act fairly as between members of the company.
The Directors and senior management of the Company execute decision-making with the above principles embedded in their consideration. Stakeholder groups include shareholders, employees, customers, supplier, the local communities in which the Company operates, trade unions, pension trustees, regulators, government agencies, and non-governmental organizations.
Stakeholder engagement at the Company is conducted at the level and in a format best suited to the context and the stakeholder. Depending on the stakeholder, this engagement may occur globally, locally, regionally or functionally, and may be by the board or senior management of the Company.
The below table sets out the Company’s key stakeholder groups, their material issues and how the Company engages with and considers the interest of each group.
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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Company (continued)

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Directors' statement of compliance with duty to promote the success of the Company (continued)

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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Company (continued)

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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Task Force on Climate-related Financial Disclosure (TCFD)

In accordance with The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, the Directors present climate disclosures aligned with the Task Force on Climate-related Financial Disclosures.
Board Oversight of Climate-Related Risks and Opportunities
The Company's ultimate parent company, NOV Inc. ("NOV") has a ten-member board of directors (the “Board”), nine of which are non-executive directors. The Board meets quarterly, and also attend occasional ad hoc meetings. The Board bears responsibility for oversight of Company management, including overall direction and implementation of business strategy, enterprise risk management, and protection of shareholder and other stakeholder interests. The Board has three standing subcommittees: Audit Committee; Governance and Nominating Committee; and Compensation Committee. At the Board level, progress on selected sustainability strategies is reviewed at scheduled meetings at least annually. 
The Board provides strategic oversight to management, provides overall budgetary approval of resources as necessary to successfully execute the selected strategies, and gives direction on potential additional climate-related risks and opportunities (“CROs”) and sustainability topics for evaluation. Given the increasing scope of financial reporting requirements concerning climate change and greenhouse gas emissions, the Audit Committee receives periodic reports on regulatory requirements concerning disclosure and financial reporting and the Company's progress toward compliance with such requirements.
 
NOV's management of CROs is comprised of activities at multiple layers of the Company’s day-to-day activities, with reporting and compliance centred around the Sustainability Committee. 
The Sustainability Committee is made up of senior Environmental, Human Resources, Operations and Legal Compliance management and is responsible for evaluating relevant aspects of sustainability (including climate-related aspects), reviewing for materiality to NOV's global operations, and where appropriate, formulating and proposing strategies to address relevant items identified.
These strategy proposals are then submitted for review and consideration by other members of the broader NOV management team. Approved strategies are then resourced and implemented accordingly. 
Sub-groups consisting of subject matter experts provide best-practice recommendations and research data to the Sustainability Committee on identified topics to ensure the Committee remains appropriately informed. 
In the UK, the Directors of NOV Holding UK 2 Limited ("NOVHUK2L") have formed a UK Leadership Committee (the “LeadCo”) made up of leaders throughout our business activities and corporate functions.  This LeadCo will meet quarterly and will be joined by subject matter experts in areas such as Environment, Human Resources, Health & Safety and Finance.  These subject matter experts will present CROs identified by NOVs Board and Sustainability Committee for awareness and assessment.  The objectives of the LeadCo include (1) raising awareness of approved sustainability strategies and support their implementation where relevant and, (2) ensuring that NOVHUK2L has identified and is monitoring the CROs within our UK business activities.  In these early days of the LeadCo it is anticipated that discussions will focus on raising awareness of approved sustainability strategies and global CROs.
Management’s role in assessing and managing climate-related risks and opportunities
Potential sustainability risks and opportunities, including climate-related risks, are identified by ongoing NOV management (global and UK) which bases its analysis on a broad range of resources, including facility insurer climate impact analyses, consultation with internal & external expertise, and reference to global reporting frameworks and sustainability disclosure legislation.

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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Task Force on Climate-related Financial Disclosure (TCFD) (continued)

Risks are evaluated for their likelihood and financial impact by subject matter experts, and the conclusions validated by management, using a matrix that considers potential short, medium, and long-term severity, scope, and (where applicable) remediability. Mitigated risks are monitored by the relevant disciplines to ensure ongoing alignment with strategic goals. 
Risks are managed by engaging appropriate expertise and implementing steps as needed to control and/or mitigate the risks. The specific approach varies depending on the nature of the risk (physical, transitional market, transitional reputation, legislative, etc.). Appropriate sub-groups from within NOV are tasked with ongoing implementation and monitoring to ensure adequate long-term mitigation.
Climate change and the energy transition present opportunity along with risks. At NOV, opportunities are evaluated for strategic alignment and potential returns as part of the broader business opportunity spectrum, with input from relevant business operations and marketing leaders. Some of the identified opportunities include:
Fixed Offshore Wind: NOV is as a global leader in the design and manufacture of installation systems for fixed offshore wind turbine installation vessels (WTIVs). Most of the world’s installed offshore wind power outside of China has been built with NOV-designed equipment. In the North Sea alone, two-thirds of wind turbines are installed with an NOV-designed jack-up system. Engineering and manufacturing resources currently operating as part of fellow UK group companies are already supporting clients in this subsection of energy transition.
Floating Offshore Wind: To address the shortage of installation vessels for floating wind, NOV is developing the Enhydra Modular Service and Operations Vessel (MSOV). This flexible and integrated design serves a wind farm’s entire lifecycle, from construction to decommissioning. NOV also continues to pursue opportunities to supply its floating and mooring system for offshore wind projects in development. Engineering and business development resources currently operating as part of fellow UK group companies are already supporting clients in this subsection of energy transition.
Onshore Wind: NOV, through its Keystone Tower Systems business that has patented a tapered spiral-welding process for wind turbine towers, is advancing the technology and manufacturing processes needed to build taller wind towers for onshore projects. Taller towers will unlock stronger, steadier winds at higher altitudes. Additionally, at greater heights, higher capacity turbines with longer blades can be used, increasing the swept area and energy potential of onshore wind developments. NOV currently has no resources dedicated to onshore wind opportunities in the UK.
Geothermal: NOV continues to develop high-performance bits with leading edge cutters to drill through hard, abrasive granite formations in less time, with less bit damage, and fewer trips. NOV also continues to offer and develop improved drill pipe liner technologies targeted at improving corrosion resistance, thermal insulation, and flow efficiency that help reduce our customers’ carbon footprint. Engineering and technical support resources currently operating as part of fellow UK group companies are already supporting clients with their geothermal initiatives.
Carbon Capture & Storage: NOV has designed and engineered carbon capture systems for specific customer needs, including modular and standardized post-combustion carbon capture flue systems for smaller facilities and dehydration technologies that process CO2 using triethylene glycol, molecular sieves, and sorbent gel beds. For CO2 deoxygenation, we offer efficient catalyst-based systems, and for CO2 transport, we offer fiberglass and glass-reinforced epoxy (GRE)-lined pipe technologies with a proven performance record in oil and gas. Our Fiber Glass Systems (FGS) business unit provides corrosion-resistant composite equipment for CCUS applications, including post-combustion ducting, CO2 handling/transport, and water treatment. Engineering and manufacturing resources currently operating as part of fellow UK group companies are already supporting clients in this subsection of energy transition.

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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Task Force on Climate-related Financial Disclosure (TCFD) (continued)

Processes for identifying, assessing, and managing climate-related risks
We assess climate change risk as an integral part of our risk management processes, which select and evaluate potential risks using climate-related research and reporting frameworks to assess both physical risks (primarily the potential impact of drought, storms, flooding on business operations) and transitional risks (e.g., potential impacts of market changes, legislative reporting burdens, carbon taxes, and environmental policy changes) and incorporate them into our broader risk framework.
Having completed a review of climate risks and opportunities, we have concluded that CROs identified are most appropriately managed by existing operational infrastructure, supported by appropriate internal and external subject matter expertise.
Time Horizons
The climate-related risk and opportunity assessment was evaluated across the following defined time horizons:
- Short term: 0 – 1 years. Our analysis of climate-related risks and opportunities identified in the short term provides leadership with visibility to ensure our operational and financial planning is appropriately aligned to mitigate impacts and/or leverage opportunities.
- Medium term: 2 - 5 years. Striving to understand potential risks and opportunities in the medium term, in addition to optimizing alignment of resources, is intended to provide sufficient time to design and implement more comprehensive strategic plans where required.
- Long term: > 5 years. Study, analysis, and continued assessment of long-term potential risks and opportunities and technological development support NOV’s consideration of the myriad uncertainties inherent in the trends and key variables affecting climate risk, energy transition, and the opportunity landscape. This extended perspective allows for appropriate strategic or structural adjustments to be implemented.
Actual and potential impacts of the principal climate-related risks and opportunities 
We have undertaken transitional and physical climate risk analyses across a range of climate-related issues potentially relevant to our business, and the results of these analyses have been incorporated into our materiality assessment. 
Physical Climate Risk Analysis
NOV works closely with our insurance provider, FM Global, which conducts regular inspections across NOV facilities. It is our understanding that FM Global uses sophisticated computer modelling to assess physical risk from weather events. 
NOV’s threshold for conducting a periodic physical inspection of a facility is a total insured value, inclusive of business interruption, of USD 25,000,000. “Total insured value” is defined as the aggregate of property value (leased & owned) including physical inventory plus business interruption insurance values. NOVHUK2L has no physical locations in the UK.  
The scenarios used in the analysis consider Representative Concentration Pathways (RCP). These pathways describe the future evolution of CO2 concentration in the atmosphere in response to greenhouse gas emissions and the radiative forcing induced by it at the top of the atmosphere, which in turn affects global temperatures.

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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Task Force on Climate-related Financial Disclosure (TCFD) (continued)

Low: Based on the RCP 2.6 scenario, the radiative forcing is limited to 2.6 W/m2. This scenario is considered the best case for limiting climate change impacts. It requires a major turnaround in climate policies and concerted worldwide actions. 
Intermediate: Based on the RCP 4.5 scenario, the radiative forcing is limited to 4.5 W/m2. This scenario assumes a stabilization of greenhouse gas emissions by 2050 and declining afterwards.
High: Based on the RCP 8.5 scenario, the radiative forcing is assumed to increase up to 8.5W/m2. This scenario represents a possible worst-case scenario with continued rise of greenhouse gas emissions.
The analysis considers both acute and chronic risks. 
Acute: Event-driven risks, including the increased severity of extreme weather events such as tropical cyclones or floods. 
Chronic: Longer-term shifts in climate patterns such as sustained higher temperatures changes in drought and sea level rise.
A facility visited within the last 5 years is assessed using site visit information, natural hazard maps, and global climate model data. The five climate perils considered are:
Extreme precipitation: A location exposed to 100-year or 500-year flood. 
Wind: A location situated in a region with 100-year wind speeds exceeding 100 mph.
Temperature and Drought: A location situated in a region where future changes in temperature or drought exceed the 75th percentile of the global climate change model projections for any of three climate change scenarios and based on the selected time period (by 2030 or by 2050).
Sea level rise: A location situated in a coastal flood zone as determined by engineering data (if available), or low elevation coastal zone (defined as a region with less than 10m terrain elevation above mean sea level and within 60 miles of the nearest coastline).
NOVHUK2L has no physical locations in the UK and as such no exposure to physical risk.
Transitional Climate Risk Analysis
For this transitional assessment, NOV chose the Stated Policies Scenario (STEPS) produced by the International Energy Agency (IEA). We also considered the Net Zero Emissions by 2050 (NZE) Scenario, however we consider it an extremely unlikely scenario considering the historic lack of progress towards global decarbonization.
The STEPS Scenario, which uses the Global Energy and Climate (GEC) model, runs to the year 2100 and is based on stated policies and targets. Potential transitional climate risks are considered in the following timelines and from the perspectives of double materiality: 

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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Task Force on Climate-related Financial Disclosure (TCFD) (continued)

Short term (0 - 1 years): 
We included transitional risks such as geo-political, emerging legislation, supply chain constraints, and trade compliance in our short-term analysis. We also considered adverse weather events such as hurricanes, tsunamis, and tornados. NOVHUK2L subsidiaries serves international clients in Europe, Middle East and Africa and there is no over-reliance on client activities in specific countries.  Therefore, no specific UK risks have been identified.
Opportunities for the short term include the application of our established engineering and project execution and support capabilities to the renewable infrastructure build-out. in addition, the global demand for oil and gas is driving sustained high prices and provides an opportunity for ongoing profitability in our legacy hydrocarbon businesses.
Medium term (2 - 5 years): 
For medium-term transitional risks, we considered potential adverse investor opinions, employee hiring, and retention concerns due to industry reputation, the potential for increasing air quality and emission restrictions, the potential implications of carbon taxation, global pressures towards localization, possible local energy blackouts, and regional energy cost increases. By constantly screening climate related developments by internal subject matter experts, the Directors will continue to raise awareness of specific trends and strategies to the LeadCo.  The LeadCo may also escalate developments they have become aware of to the Directors to derive the risk exposure.  No specific medium-term risks have been identified for the UK at this time.
Long term (5+ years): 
Long term transitional risks considered include the impacts of future, potentially more stringent carbon- and energy-related policies, the possibility of a faster-than-expected decline in the fossil fuel market and corresponding obsolescence of current product lines, potential challenges with diversifying into the renewables market, possible pressures to move towards cyclic business models, and increasing sector-specific pressure and associated reputational risks. Again, by constantly screening climate related developments by internal subject matter experts, the Directors will continue to raise awareness of specific trends and strategies to the LeadCo.  The LeadCo may also escalate developments they have become aware of to the Directors to derive the risk exposure.  Depending on the risk exposure rating this may be escalated to NOV’s Sustainability Committee for further action as appropriate.  No specific long-term risks have been identified for the UK at this time.
Resilience 
Both globally and in the UK, we have developed extensive, world-class engineering, manufacturing, project execution and aftermarket support capability within the energy industry. Our strategy is to leverage our scale and global footprint to deliver technologies, equipment, and services that help lower the marginal cost and environmental impact of the development and production of oil, gas, and renewable sources of energy.
We leverage our core capabilities and competencies to assist our customers’ efforts to reduce their environmental impact and support the energy transition. When evaluating potential energy transition opportunities, we look for opportunities and attractive industry structure and, where possible, look for opportunities in which we can lean into what we view as one of our chief competitive advantages, namely the manufacturing of complex equipment that improves the efficiency, profitability, emissions, and safety profile of our customers. By focusing on areas where we believe we are capable of supporting our customers’ success, such as wind, geothermal, and carbon capture and sequestration, we believe we can generate greater returns on capital.

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NOV HOLDING UK 2 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Task Force on Climate-related Financial Disclosure (TCFD) (continued)

By continuing to provide for long-term, essential fossil fuel demand during the energy transition, as well as developing products and services to support the emerging renewables industries, we believe that we will have the flexibility to adapt to the changing needs of the global energy industry and thereby build resilience into our long-term business strategy.
Metrics and targets
We have not yet set a net zero target. We have been unable to identify a credible path to net zero emissions by 2050 within the current global low-carbon manufacturing and energy technology infrastructure. In our view like research scientists working to cure a disease without a specified timetable, the fact that we have not established a specific date by which we can achieve success, does not diminish our efforts or commitment. As noted above, NOV is actively engaged in reducing its carbon footprint and supporting the efforts of industry participants to reduce GHG in meaningful ways.  NOV’s technology to support renewable energy and support the energy transition have the potential to substantially exceed NOV’s total GHG emissions.


This report was approved by the board on 23 September 2024 and signed on its behalf.


I Broughton
Director

Page 11

 
NOV HOLDING UK 2 LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The loss for the year, after taxation, amounted to $36,630,000 (2022 - profit $179,987,000).

No dividends were paid or proposed during either period.

Directors

The Directors who served during the year were:

C P O'Neil 
I Broughton (appointed 30 March 2023)
R Oudendijk (resigned 30 March 2023)

Future developments

Likely future developments in the business of the Company are discussed in the Strategic Report.

Financial instruments

Exposure to financial risks are discussed in the Strategic Report.

Going concern

The Directors have considered the Company's current and future prospects, and its availability of financing, and are satisfied that the Company can continue to pay its liabilities as they fall due for a period of 12 months from the date of approval of the balance sheet. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have no reason to believe that a material uncertainty exists that may cast significant doubt over the ability of the Company to continue as a going concern. In an unlikely event that the Company requires assistance to meet its financial obligations, a fellow group undertaking would be able to provide support to the Company. The Directors have received a letter of support from the fellow group undertaking, confirming it will provide financial support to the Company if needed, for a period of 12 months from the date of approval of the balance sheet. The Directors have assessed the ability of the fellow group undertaking to provide financial support and are confident that the fellow group undertaking has adequate cash resources to assist the Company in meeting its liabilities as and when they fall due, if necessary. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Page 12

 
NOV HOLDING UK 2 LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor

The auditor, Ernst & Young LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 23 September 2024 and signed on its behalf.
 


I Broughton
Director

Page 13

 
NOV HOLDING UK 2 LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they givea 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; 
provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company’s financial position and financial performance;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a Directors’ Report, that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Page 14

 
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV HOLDING UK 2 LIMITED

Opinion


We have audited the financial statements of NOV Holding UK 2 Limited for the year ended 31 December 2023, which comprise the Profit and Loss Account, the Statement of comprehensive income, the Balance Sheet, the Statement of changes in equity and the related notes 1 to 19, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards FRS 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 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 12 months from the date of approval of the balance sheet.


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


Page 15

 
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV HOLDING UK 2 LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 16

 
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV HOLDING UK 2 LIMITED (CONTINUED)

Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 14, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company  and determined that the most significant are those that relate to the reporting framework (UK GAAP and Companies Act 2006) and the relevant tax compliance regulations in the UK. In addition, the Company has to comply with laws and regulations relating to its operations, including health and safety, GDPR and anti-bribery and corruption.
• We understood how NOV Holding UK 2 Limited is complying with those frameworks by making enquiries of management to understand how the company maintains and communicates its policies and procedures in these areas. We corroborated our enquiries through our examination of board minutes and by obtaining copies of communications in these areas, noting there was no contradictory evidence. 
• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by making enquiries with management and other employees within the company to understand the entity’s policies and procedures. We also obtained documentation on the entity-level controls environment to determine whether it supports the prevention, detection, and correction of material misstatements, including those that are due to fraud.  
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved enquiry with management and considering whether any events or conditions during the audit might have indicated non-compliance with laws and regulations. 
• Our procedures on journal entry testing included a focus on journals meeting our defined risk criteria, including those posted by those charged with governance, based on our understanding of the business and enquiry with management. Where instances of higher risk journals were identified, we performed additional audit
Page 17

 
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV HOLDING UK 2 LIMITED (CONTINUED)

procedures to address each identified risk. These procedures included testing transactions back to source information. We incorporated unpredictability into our testing of manual journals. 
• Our procedures on significant judgements and estimates made in the financial statements included challenging the assumptions made and models used in determining estimates and sought to obtain both contradictory and corroborative evidence to challenge and/or support estimate inputs.


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 Auditor's Report.


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Tom Sanders (Senior Statutory Auditor)
  
for and on behalf of
Ernst & Young LLP, Statutory Auditor
 
Aberdeen

23 September 2024
Page 18

 
NOV HOLDING UK 2 LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
$000
$000

  

Administrative income/(expenses)
  
63
(329)

Operating profit/(loss)
 4 
63
(329)

Income from shares in group undertakings
     8
-
871,080

Impairment of fixed asset investments
  
(4,246)
(669,813)

Interest receivable
 9 
2,307
132

Interest payable
 10 
(45,219)
(26,074)

(Loss)/profit before tax
  
(47,095)
174,996

Tax on (loss)/profit
 11 
10,465
4,991

(Loss)/profit for the financial year
  
(36,630)
179,987

The notes on pages 23 to 35 form part of these financial statements.

Page 19

 
NOV HOLDING UK 2 LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
$000
$000


(Loss)/profit for the financial year
(36,630)
179,987


Other comprehensive income
-
-

Total comprehensive (loss)/income for the year
(36,630)
179,987

The notes on pages 23 to 35 form part of these financial statements.

Page 20

 
NOV HOLDING UK 2 LIMITED
REGISTERED NUMBER: SC690869

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
$000
$000

Fixed assets
  

Investments
 12 
1,667,275
1,602,521

Current assets
  

Debtors: amounts falling due within one year
 13 
77,632
11,859

  
77,632
11,859

  

Creditors: amounts falling due within one year
 14 
(1,409,553)
(1,311,396)

Net current liabilities
  
 
 
(1,331,921)
 
 
(1,299,537)

  

Net assets
  
335,354
302,984


Capital and reserves
  

Called up share capital 
 15 
-
-

Share premium account
 16 
15,602
15,602

Capital contribution reserve
 16 
71,188
2,188

Profit and loss account

248,564
285,194

  
335,354
302,984


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2024.

I Broughton
Director

The notes on pages 23 to 35 form part of these financial statements.

Page 21

 
NOV HOLDING UK 2 LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity

$000
$000
$000
$000
$000


At 1 January 2022
-
-
-
(5,814)
(5,814)


Comprehensive income for the year

Profit for the year
-
-
-
179,987
179,987
Total comprehensive income for the year
-
-
-
179,987
179,987

Shares issued during the year
-
126,623
-
-
126,623

Share premium reduction
-
(111,021)
-
111,021
-

Capital contribution (note 16)
-
-
2,188
-
2,188



At 1 January 2023
-
15,602
2,188
285,194
302,984


Comprehensive loss for the year

Loss for the year
-
-
-
(36,630)
(36,630)
Total comprehensive loss for the year
-
-
-
(36,630)
(36,630)

Capital contribution (note 16)
-
-
69,000
-
69,000


At 31 December 2023
-
15,602
71,188
248,564
335,354


The notes on pages 23 to 35 form part of these financial statements.

Page 22

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

NOV Holding UK 2 Limited is a limited liability company incorporated in Scotland. The registered office is c/o National Oilwell Varco, Badentoy Crescent, Badentoy Park, Portlethen, Aberdeen, AB12 4YD. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,
  11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a),
  12.29(b) and 12.29A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
 
The information required by sections 11 and 12 noted above is included in the consolidated financial statements of NOV Inc. as at 31 December 2023 and these financial statements may be obtained from its principal office at 10353 Richmond Avenue, Houston, Texas, 77042, USA.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a wholly owned subsidiary company of NOV Inc. and the Company and all of its subsidiary undertakings are included in the consolidated accounts of NOV Inc. The registered office of NOV Inc. is 10353 Richmond Avenue, Houston, Texas, 77042, USA. The Company is therefore exempt from the requirement to prepare group accounts by virtue of section 401 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about its group.

Page 23

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The Directors have considered the Company's current and future prospects, and its availability of financing, and are satisfied that the Company can continue to pay its liabilities as they fall due for a period of 12 months from the date of approval of the balance sheet. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have no reason to believe that a material uncertainty exists that may cast significant doubt over the ability of the Company to continue as a going concern. In an unlikely event that the Company requires assistance to meet its financial obligations, a fellow group undertaking would be able to provide support to the Company. The Directors have received a letter of support from the fellow group undertaking, confirming it will provide financial support to the Company if needed, for a period of 12 months from the date of approval of the balance sheet. The Directors have assessed the ability of the fellow group undertaking to provide financial support and are confident that the fellow group undertaking has adequate cash resources to assist the Company in meeting its liabilities as and when they fall due, if necessary. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Canadian dollar (CAD).  The Company's financial statements are prepared in CAD and rounded to the nearest $'000.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and Loss Account within 'Administrative expenses'.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method, so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 24

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 25

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
a. Critical judgements in applying the entity’s accounting policies
Recoverability of debtors
In the course of preparing the financial statements, management has exercised judgement in assessing the recoverability of amounts recorded as debtors, which include a loan note receivable from a fellow subsidiary undertakings and group relief recoverable from fellow group companies (see note 13). Following careful consideration and taking into account all information available at the reporting date, management is satisfied that all balances are recoverable.
b. Critical accounting estimates and assumptions
Investment impairment
The Company considers all investments for evidence of impairment annually. For the 2023 review, management has assessed all relevant external and internal sources of information including; key industry indicators for oil and gas and related industries, outlook for the oilfield services sector, future energy transitional opportunities, as well as consideration of financial results to date and forecasts for future performance. Based on managements assessment of these factors, indicators of impairment were considered to exist at the reporting date. In determining the recoverable amounts of investments management has calculated the value in use based on a discounted cash flow model using expected cash flows derived from the budget for the next five years. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes. Judgement is also applied in assessing the amount by which to impair any investments where future profitability cannot be certain or where specific circumstances have led to a reduction in net assets.


4.


Operating profit/(loss)

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

2023
2022
$000
$000

Exchange differences
(114)
320

Auditor's remuneration (note 5)
23
17

Page 26

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Auditor's remuneration

2023
2022
$000
$000

Fees payable to the Company's auditor for the audit of the Company's

financial statements
23
17


6.


Directors' remuneration

2023
2022
$000
$000

Directors' emoluments
809
416

Amount receivable under long-term incentive schemes
226
107

Company contributions to defined contribution pension schemes
37
20

1,072
543


The Directors of the Company are also directors of various UK holding companies and fellow UK group companies. 
Two of the Directors are employed and paid by a fellow UK group company. The Directors do not believe it is practicable to apportion their time, and therefore their remuneration included in the above disclosure, between service as a Director of the Company and their service as a Director of the Company's fellow UK group companies.
The other Director was employed and paid by a holding company outside the UK. The remuneration attributable to this Director for their service as a Director of the UK group companies, included within the aggregate directors' remuneration above, is represented by the charges borne by a fellow UK group company under a contractual recharge agreement in respect of qualifying services as Director of the Company and fellow UK group companies.
The highest paid Director during the financial year received remuneration of CAD $792,000 (2022 - CAD $445,000). The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to CAD $27,000 (2022 - CAD $20,000). 
During the year retirement benefits were accruing to 2 Directors (2022 - 1) in respect of defined contribution pension schemes. 
During the year 2 Directors (2022 - 1) received shares in respect of qualifying services and no Directors (2022 - nil) exercised share options.


7.


Employees

The Company has no employees. 

Page 27

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Income from shares in group undertakings

2023
2022
$000
$000
National Oilwell Varco Norway AS

-

515,454
 
NOV Flexible Holding ApS

-

346,527
 
Ameron Singapore Holding LLC

-

9,099
 
-

871,080
 


9.


Interest receivable

2023
2022
$000
$000


Interest receivable on loans to group undertakings
2,307
128

Other interest receivable
-
4

2,307
132


10.


Interest payable

2023
2022
$000
$000


Interest payable on loans from group undertakings
45,219
26,074


11.


Taxation


2023
2022
$000
$000

Corporation tax


Adjustments in respect of previous periods
(389)
1


Group relief receivable
(10,076)
(4,992)

Total current tax
(10,465)
(4,991)
Page 28

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax credit for the year

The tax assessed for the year differs from the standard rate of corporation tax in the UK of 23.52% (2022: 19%). The differences are reconciled below:

2023
2022
$000
$000


(Loss)/profit before tax
(47,095)
174,996


(Loss)/profit multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(11,077)
33,249

Effects of:


Income from shares in group undertakings not taxable
-
(165,505)

Amounts written off investments in group undertakings not allowable for tax purposes
999
127,264

Expenses not deductible for tax purposes
2
6

Adjustments in respect of previous periods
(389)
1

Income not taxable
-
(6)

Total tax credit for the year
(10,465)
(4,991)


Factors that may affect future tax charges

UK corporation tax is calculated at 23.52% (2022 - 19%) of the estimated assessable profit or loss for the period.

Page 29

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Fixed asset investments





Subsidiary undertakings

$000



Cost


At 1 January 2023
3,177,471


Additions
69,000


Disposals
(1,272,492)



At 31 December 2023

1,973,979



Impairment


At 1 January 2023
1,574,950


Charge for the year
4,246


disposals
(1,272,492)



At 31 December 2023

306,704



Net book value



At 31 December 2023
1,667,275



At 31 December 2022
1,602,521

During the year the Company made capital contributions to National Oilwell Varco Norway AS and in doing so, increased its investment in the subsidiary by CAD $69,000,000. 
Following the strike off of NOV Holding Sub UK 1 Limited during the year, respective amounts have been derecognised from Cost and Impairment.

The Company considers all investments for evidence of impairment annually. For the 2023 review, management has assessed all relevant external and internal sources of information including; key industry indicators for oil and gas and related industries, outlook for the oilfield services sector, future energy transitional opportunities, as well as consideration of financial results to date and forecasts for future performance. Based on managements assessment of these factors, indicators of impairment were considered to exist at the reporting date. In determining the recoverable amounts of investments management has calculated the value in use based on a discounted cash flow model using expected cash flows derived from the budget for the next five years.

Page 30

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Ameron B.V. [1]
Ameron B.V., Wilgenweg 8p, 2964  AM, Groot-Ammers, Netherlands
Shares
100%
Ameron Polyplaster Industria e Comercio de Tubos Ltda.
Betim, Minas Gerais state, Rua  Aurora Maria da Conceição, nº 958, Santa Cruz, ZIP Code 32667-440, Brazil
Quotas
100%
Ameron Singapore Holding, LLC
1209 Orange St., Wilmington, New Caste County, Delaware 19801, US
Membership interests
100%
APL France SAS [2]
15 rue de la Métallurgie 44482 Carquefou Cedex, France
Shares
100%
APL Norway AS [3]
Vikaveien 85, 4816 Kolbjørnsvik, Norway
Shares
100%
Bondstrand Ltd. [4]
Bondstrand Limited, P.O.Box 589, First Industrial Area, Dammam 31421, Kingdom of Saudi Arabia.
Shares
40%
Fjords Processing (Shanghai) Co., Ltd. [5]
Room 318, 3rd Floor, East Zone, 620 Pujian Road, China (Shanghai) Pilot Free Trade Zone
Shares
100%
Fjords Processing Australia Pty Ltd [5]
c/o Baker & McKenzie, Level 19, 181 William Street, Melbourne Vic 3000, Australia
Ordinary shares
100%
Fjords Processing France SAS [5]
9-11 Avenue du Val de Fontenay, 94120 Fontenay sous-bois France
Shares
100%
Fjords Processing Korea Co. Ltd. [5]
(Gwacheon-dong), 3rd floor, 24, Dwitgol 1-ro, Gwacheon-si, Gyeonggi-do, Republic of Korea
Shares
100%
Fjords Processing Middle East DMCC [5]
Unit No: 405, DMCC Business Centre, Jewellery & Gemplex 3, Dubai, United Arab Emirates
Shares
100%
Midsund Bruk AS [5]
Industrivegen 50, 6475 Midsund, Norway
Shares
100%
National Oilwell Varco Denmark I/S [6]
Priorparken 480, 2605 Brondby - Denmark
Partnership interests
100%
National Oilwell Varco do Brasil Ltda.
Avenida Prefeito Aristeu Ferreira da Silva, 70, Bairro: Novo Cavaleiros, Macae, 27930-070, Brazil
Quotas
100%
National Oilwell Varco Korea Co., Ltd. [7]
63 Ijin-ro, Onsan-eup, Ulju-gun, Ulsan, Republic of Korea
Units
100%
National Oilwell Varco Norway AS
Dvergsnesbakken 25  , 4639 Kristiansand Norway
Shares
100%
National Oilwell Varco Poland Sp.z.o.o. [8]
80-309 Gdansk, Al. Grunwaldzka 411 Poland.
Shares
100%
National Oilwell Varco Pte. Ltd. [3]
One Marina Boulevard, #28-00, Singapore 018989
Ordinary shares
100%
NOV (Barbados) SRL
Whitepark House, Whitepark Road, Bridgetown, Barbados
Quotas
100%
NOV APL Limited [8]
17-19 Themistokli Dervi street, Th City House, 1066 Nicosia, Cyprus
Ordinary shares
100%
NOV CAPS Pte. Ltd. [2]
One Marina Boulevard, #28-00 One Marina Boulevard, Singapore 018989
Ordinary shares
100%
NOV Denmark Coöperatief U.A. [8]
Wilgenweg 8 p, 2964AM Groot-Ammers, the Netherlands
Shares
99.4%
Page 31

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

NOV Downhole Malaysia Sdn. Bhd. [2]
Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia
Ordinary shares
100%
NOV FGS Malaysia Sdn Bhd [1]
Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Malaysia
Ordinary shares
100%
NOV FGS Singapore (Pte.) Ltd [9]
One Marina Boulevard, #28-00, Singapore 018989
Ordinary shares
100%
NOV Flexibles Equipamentos e Servicos Ltda.
Via 5 Projetada (Parte), lote A12, CEP 28.200-000, Distrito Industrial de São João da Barra, Rio de Janeiro - Brazil
Quotas
100%
NOV Holding Danmark ApS [8]
Priorparken 480, 2605 Brondby - Denmark
Shares
100%
NOV India Private Limited [10]
Plot No- R/497, TTC Industrial Area, Rabale,Navi Mumbai -400701 , Maharashtra, India
Shares
100%
NOV Intervention and Stimulation Equipment – Aftermarket Comércio de Equipamentos e Serviços Ltda.
City of Macae, at Estrada Piloto Rommel Oliveira Garcia 1307, Area 31, Part, Fazenda Bela Vista, Imboassica, State of Rio de Janeiro Brazil
Quotas
100%
NOV Kuwait Light & Heavy Equipment Repairing & Maintenance Co. [1]
Al Ahmadi Corner Complex East AhmadiIndustrial Area Block 6 – Plot 77 Unit11Ahmadi City- Kuwait P.O Box: 935 Safat, Code No. 13010. Kuwait
Shares
100%
NOV Park II B.V. [8]
NOV Park II BV B.V., Wilgenweg 8p, 2964AM, Groot-Ammers, Netherlands
Shares
100%
NOV Process & Flow Technologies AS [8]
Snarøyveien 36, 1364 Fornebu, Norway
Shares
100%
NOV Process & FlowTechnologies Malaysia Sdn.Bhd. [5]
E-33A-05, Dataran 32, No.2, Jalan 19/1,46300 Petaling Jaya, Selangor Darul Ehsan,Malaysia.
Ordinary shares
100%
NOV Rig Solutions Pte Ltd [2]
One Marina Boulevard #28-00, 1 MarinaBoulevard, Singapore 018989
Ordinary shares
100%
NOV UK Korea LP [11]
Stonedale Road Unit 10, Oldends LaneIndustrial Estate, Stonehouse, Gloucestershire,GL10 3RQ, UK
Ordinary shares
100%
NOV Wellbore Technologies doBrasil Equipamentos E Serviços Ltda.
Macaé, State of Rio de Janeiro, Brazil, atEstrada Piloto Rommel Oliveira Garcia, s/n,gleba C, Imboassica, Zip Code 27932-355
Quotas
100%
Pesaka Inspection ServicesSdhBhd [2]
1st Floor, Wisma Pesaka Antah, No. 6, Jalan13/6, 46200 Petaling Jaya, Selangor, Malaysia
Shares
49%
PT Fjords Processing Indonesia [5]
Setiabudi Atrium Lantai 7, Suite 710B, Jl. H.R. Rasuna Said Kav. 62, Kel. Karet, Kec Setiabudi, South Jakarta 12920
Ordinary shares
100%
PT NOV Oilfield Services [2]
Beltway Office Park, Building A, Jl. Ampera Raya No. 9-10, Ragunan, Pasar Minggu, Jakarta Selatan 12550, Indonesia
Shares
75%
PT Profab Indonesia [12]
Jl. Bawal Kav V, Batu Merah - Batam Island | Indonesia 29452
Shares
100%
SubseaFlex Holding ApS [8]
Priorparken 480, 2605 Brondby - Denmark
Shares
100%
Page 32

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Tuboscope and Co. LLC [2]
P.O. Box 1376, PC 133, Muscat, Sultanate of Oman
Shares
70%
Tuboscope Norge AS [8]
Gjertrudvegen 9A, 5353 Straume, Norway
Shares
100%

[1] Held by NOV FGS Singapore (Pte.) Ltd
[2] Held by National Oilwell Varco Pte Ltd
[3] Held by NOV APL Ltd
[4] Held by Ameron B.V.
[5] Held by NOV Process and Flow Technologies AS
[6] Held by SubseaFlex Holding ApS (99.99%) and NOV Holding Denmark ApS (0.01%)
[7] Held by NOV UK Korea LP
[8] Held by National Oilwell Varco Norway AS
[9] Held by Ameron Singapore Holding LLC
[10] Held by National Oilwell Varco Pte Ltd (99.49%), NOV CAPS Pte Ltd (0.49%) and NOV Rig Solutions Pte. Ltd. (0.02%)
[11] Held by NOV Park II BV (99%) and NOV Denmark Cooperatief UA (1%)
[12] Held by NOV CAPS Pte Ltd (99%) and National Oilwell Varco Pte Ltd (1%)


13.


Debtors

2023
2022
$000
$000


Amounts owed by subsidiary undertakings
67,556
5,574

Group relief receivable
10,076
6,285

77,632
11,859


Amounts owed by subsidiary undertakings includes a series of loan notes with combined total principal of USD $49,200,000 and interest rates ranging from 4% to 6.3% and maturity date of 18 July 2024, with NOV Intervention and Stimulation Equipment - Aftermarket Comercio de Equipamentos E Servicos LTDA.
None of the other above balances are interest bearing.

Page 33

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Creditors: Amounts falling due within one year

2023
2022
$000
$000

Amounts owed to fellow subsidiary undertakings
1,406,179
1,308,105

Amounts owed to parent undertaking
3,293
3,208

Overseas tax payable
58
59

Accruals
23
24

1,409,553
1,311,396


Amounts owed to fellow subsidiary undertaking includes the following:
(i) A demand promissory note with NOV Holding UK 1 Limited with principal sum of CAD $1,285,305,000 and interest of 2.43% per annum up until 15 April 2023, and principal sum of CAD $1,316,972,000 and interest of 3.78% per annum from 16 April 2023 to 15 April 2024. The balance at 31 December 2023 includes the principal of $1,316,972,000 
(2022 - $1,285,305,000) and accrued interest of $35,953,000 (2022 - $22,557,000).
(ii) CAD $53,254,000 represented by the Company's cash balance in the National Oilwell Varco UK Limited zero balancing cash pool.
Amounts owed to parent undertakings is represented by a demand promissory note with NOV Worldwide B.V. with principal sum of USD $4,000,000 and interest of 4% per annum up until 01 June 2023, and principal sum of USD $50,000,000 and interest of 5.75% per annum from 02 June 2023 to 1 June 2026.  The balance at 31 December 2023 includes loan valued at USD $2,461,000 and interest rate of 4%.
None of the other above balances are interest bearing.


15.


Share capital

2023
2022
$
$
Allotted, called up and fully paid



2 Ordinary shares of £1.00 each
4
4



16.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Capital contribution reserve

The Capital contribution reserve represents amounts contributed to the Company from the parent undertaking Varco BJ B.V. during 2022 and 2023, which are not repayable.

Page 34

 
NOV HOLDING UK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Related party transactions

As permitted by FRS 102 the Company has not disclosed transactions entered into between two or more wholly owned members of the NOV Inc. group. There are no other related party transactions to disclose.


18.


Post balance sheet events

There were no significant events affecting the Company since the year end.


19.


Controlling party

The Company’s immediate parent undertaking is Varco BJ B.V., a company formed in the Netherlands.
The Company’s ultimate parent undertaking is NOV Inc., a company incorporated in the United States of America. The consolidated accounts of NOV Inc. are those of the smallest and largest group of which the Company is a member and for which group accounts are prepared. Copies of these accounts are available from its principal office at 10353 Richmond Avenue, Houston, Texas, 77042, USA.

Page 35