Company No: 00748594 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Onar Birkeland
	Petter Halfdan Rudolf Fredrik Olsen (Resigned 05 February 2025)
	Sofie Henriette Kvaal Olsen
	Gunnar Senum (Appointed 05 February 2025)

SECRETARY

Vistra Company Secretaries Limited

REGISTERED OFFICE	Suite 1
	7th Floor 50 Broadway
	London
	SW1H 0BL
	United Kingdom

COMPANY NUMBER

00748594 (England and Wales)

ACCOUNTANT	S&W Partners LLP
	45 Gresham Street
	London
	EC2V 7BG

	Note	2024		2023
		£'000		£'000
Fixed assets
Investments	4	1,250		1,250
		1,250		1,250
Current assets
Debtors
- due within one year	5	79		108
- due after more than one year	5	497		518
Cash at bank and in hand	6	2,562		2,412
		3,138		3,038
Creditors: amounts falling due within one year	7	( 7,565)		( 7,569)
Net current liabilities		(4,427)		(4,531)
Total assets less current liabilities		(3,177)		(3,281)
Net liabilities		( 3,177)		( 3,281)
Capital and reserves
Called-up share capital	8	10,000		10,000
Profit and loss account		( 13,177 )		( 13,281 )
Total shareholder's deficit		( 3,177)		( 3,281)

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Petruvius Limited (registered number: 00748594) were approved and authorised for issue by the Board of Directors on 09 September 2025. They were signed on its behalf by:

Onar Birkeland Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Petruvius Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Suite 1, 7th Floor 50 Broadway, London, SW1H 0BL, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The functional currency of Petruvius Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements.

Going concern

The financial statements have been prepared on a going concern basis.

The directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and have concluded that there are no material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise on monetary items.

Dividend income

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably).

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on enacted or substantively enacted tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Financial instruments

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

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

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Derivative financial instruments
The Company uses derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The Company does not hold or issue derivative financial instruments for speculative purposes.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the Profit and Loss Account immediately.

The Company does not apply hedge accounting.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	3		3

3. Tangible assets

	Plant and machinery etc.		Total
	£'000		£'000
Cost
At 01 January 2024	1		1
At 31 December 2024	1		1
Accumulated depreciation
At 01 January 2024	1		1
At 31 December 2024	1		1
Net book value
At 31 December 2024	0		0
At 31 December 2023	0		0

4. Fixed asset investments

	Other investments		Total
	£'000		£'000
Cost or valuation before impairment
At 01 January 2024	1,250		1,250
At 31 December 2024	1,250		1,250
Carrying value at 31 December 2024	1,250		1,250
Carrying value at 31 December 2023	1,250		1,250

In 2020 Petruvius Ltd made a partial sale of its investment in Tanager Group BV reducing its sareholding to less than 5%.

As part of this transactions the majority of promissory notes provided to Tanager Group BV previous year and during 2020 were repaid. Included in debtors is the remaining loan note for USD 625,000 (£497,325) (2023: USD 625,000 (£518,175)) that matures in November 2025.

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2024	Ownership 31.12.2023
Bideford Marine	Suite 1, 7th Floor 50 Broadway London United Kingdom	Investment	Ordinary	100.00%	100.00%

5. Debtors

	2024		2023
	£'000		£'000
Debtors: amounts falling due within one year
Amounts owed by Group undertakings	43		39
Other debtors	36		69
	79		108
Debtors: amounts falling due after more than one year
Other debtors	497		518

The Company has tax losses of £7,038,003 (2023: £7,038,003) available for carry forward, and a potential deferred tax asset on these losses of £Nil (2023: £Nil), which has not been recognised.

6. Cash and cash equivalents

	2024		2023
	£'000		£'000
Cash at bank and in hand	2,562		2,412

7. Creditors: amounts falling due within one year

	2024		2023
	£'000		£'000
Trade creditors	1		4
Amounts owed to Parent undertakings	7,564		7,565
	7,565		7,569

8. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
10,000,000 Orindary ordinary shares of £ 1.00 each	10,000,000		10,000,000

9. Related party transactions

As at 31 December 2024 Firmament AS is the ultimate holding company and Bideford Marine (“Bideford”) is a wholly owned subsidiary.

At 31 December 2024 £7,564,656 was due to Firmament AS (2023: £7,545,656). This balance is repayable on demand and does not bear interest (2021: bore no interest).

At 31 December 2024 £42,995 was due from Bideford (2023: £39,035).

10. Ultimate controlling party

The ultimate holding company is Firmament AS which is incorporated in Norway. The ultimate controlling party was Petter Olsen until 9 January 2025. From 20th January 2025, the new ultimate controlling party is DNB Bank ASA.

The smallest and largest group in which these financial statements are consolidated is Firmament AS which is registered in Norway. A copy of their annual financial statements can be obtained from
Firmament AS, Flyt Kontor, Haakon VIIs gate 2, 0161 Oslo, Norway.