The directors present the strategic report for the year ended 31 December 2024.

The principal activity of the group continued to be that of inspection services for the energy industry.

The group and company operates in the highly competitive energy industry establishing itself globally through its experience, and highest quality Non-Destructive Testing (NDT) and Pipeline Integrity services. The group and company has two locations in the UK being the main office in Great Yarmouth and an operational site at Alness.

The group and company has continued to see strong sales performance supported by increased operating profit in a challenging energy market. For the year, turnover increased by 20%, while operating profit rose by 32%, reflecting the group and company’ resilience and strategic focus.

This growth has been driven by the continuation of market growth post-covid which caused business uncertainty in the industry, and the successful execution of master service agreements. The group and company remains committed to providing high-quality Non-Destructive Testing (NDT) and Pipeline Integrity services, which continue to underpin its market position and client retention.

Looking ahead, the outlook remains positive with a strong workforce and forecasts supported by the group and company proven capability to meet industry demands, build new opportunities and maintain high service levels.

The group's key financial and other performance indicators during the year were as follows:

            2024        2023        Change %

            £'000        £'000    

Turnover        21,037        17,480         20%

Operating Profit        1,968        1,493         32%

Financial risk management

The group and company's operations expose it to a variety of financial risks that include credit risk, liquidity and cashflow risk. The group and company monitors these risks to limit the adverse effects on the financial performance of the group and company.

Credit risk

The group and company's financial assets are cash and trade receivables. The group and company monitors the exposure to credit risk on an ongoing basis. Credit risks are also minimised by limiting the group and company's business partners to those with high credit worthiness.

Liquidity and Cashflow risk

In order to maintain liquidity and a strong cashflow forecasts are produced to assist management in identifying liquidity requirements and maintaining adequate reserves.

Employees

The group and company follows a recruitment policy to ensure that good quality people with the right experience are employed. The group and company also runs training programmes to ensure its employees can develop and maintain their technical skills required in the marketplace. The group and company performance and objectives are communicated via the group and company's HR portal.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Azets Audit Services were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the group and company's auditor is unaware, and

• the 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 group and company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The directors have a reasonable expectation that the group has adequate resources to continue in existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The group and company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report. These matters relate to the principal risks and uncertainties.

The directors are responsible for preparing the annual 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 group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• 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 IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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.

We have audited the financial statements of Shaw Pipeline Services UK Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

• the financial statements 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 group and parent 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.

Other matters

The financial statements of the prior period were not audited. Accordingly, we do not express an opinion on the comparative figures included in the current year’s financial statements.

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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The 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 our 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 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.

The notes on pages 15 to 37 form part of these group financial statements.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £1,063k (2023 - £2,721k profit).

Shaw Pipeline Services UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 12, Hewett Road, Gapton Hall Industrial Estate, Great Yarmouth, NR31 0NN. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Shaw Pipeline Services UK Limited and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the parent company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• inclusion of an explicit and unreserved statement of compliance with IFRS;

• presentation of a Statement of cash flows and related notes;

• disclosure of the objectives, policies and processes for managing capital;

• the requirements of IAS24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group;

• disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

• the effect of financial instruments on the Statement of comprehensive income; and

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date.

The consolidated group financial statements consist of the financial statements of the parent company Shaw Pipeline Services UK Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

The directors have at the time of approving the financial statements, a reasonable expectation that the truegroup has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The Group recognises revenue in accordance with IFRS 15 Revenue from Contracts with Customers. Revenue is recognised when it is probable that the economic benefits will flow to the group and the revenue can be reliably measured, regardless of the timing of payment.

Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and net of taxes, duties, and discounts.

Nature of Services

The Group provides specialised services in the pipeline industry, including:

•    Inspection of pipelines and equipment.

•    Provision of qualified personnel and consumables.

•    Supply and use of calibration blocks; and

•    Project management and engineering services.

Performance Obligations and Timing of Revenue Recognition

Contracts are assessed to identify distinct performance obligations. Services such as consumables, calibration blocks, and project management and engineering are priced separately and have standalone selling prices, as specified in contract terms. These are treated as separate performance obligations.

Revenue from inspection services is recognised over time, based on the time spent on the project, as the customer simultaneously receives and consumes the benefits of the Group’s performance. Progress is measured using an input method, primarily labour hours incurred. Services performed in advance of billings are recorded as amounts recoverable on contracts, pursuant to contractual terms. In general, amounts become billable when the services have been rendered.

Revenue from the sale of consumables and calibration blocks is recognised at a point in time, when control of the goods transfers to the customer.

Revenue from project management and engineering services is recognised over time, using input or output methods depending on the nature of the deliverables and milestones.

Transaction Price and Variable Consideration

The transaction price for inspection services is based on time spent on projects and is tested across multiple contracts in the revenue section. Volume discounts are accounted for as variable consideration. The Group estimates the impact of such discounts and applies a constraint to ensure that it is highly probable that a significant reversal of revenue will not occur.

Contract Modifications

Contract modifications are evaluated to determine whether they represent a separate contract or a change to an existing contract. Revenue is adjusted prospectively or retrospectively based on the nature of the modification.

Contract Assets and Liabilities

Contract assets arise when services are performed but not yet billed and are presented as amounts recoverable on contracts. Contract liabilities represent advance payments from customers for services not yet rendered.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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 recognised in the income statement.

Depreciation is not charged until assets are brought into use. Land is not depreciated.

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be received.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Impairment of tangible and intangible assets (continued)

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Environmental expenditure and liabilities

Environmental expenditures that relate to current or future revenues are expensed or capitalised as appropriate. Expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future earnings are expensed.

Liabilities for environmental costs are recognised when environmental assessments or clean-ups are probable, and the associated costs can be reasonably estimated. Generally, the timing of these provisions coincides with the commitment to a formal plan of action or,if earlier, on divestment or non closure of inactive sites. The amount recognised is the best estimate of the expenditure required. Where the liability will not be settled for a number of years the amount recognised is the present value of the estimated future expenditure.

In the current year, the following new and revised standards and interpretations have been adopted by the group and have an effect on the current period or a prior period or may have an effect on future periods:

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In preparing the financial statements the directors do not consider that they have been required to make any critical judgements or estiamtes.

The average monthly number of persons (including directors) employed by the group during the year was:

Their aggregate remuneration comprised:

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

Property, plant and equipment includes right-of-use assets, as follows:

Property, plant and equipment includes right-of-use assets, as follows:

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's subsidiary at 31 December 2024 are as follows:

All trade and other receivables are due within one year.

All trade and other receivables are due within one year.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

The group applies the simplified approach under IFRS 9 to measure expected credit losses using a lifetime expected credit loss model for trade receivables. Based on the group’s credit risk assessment, historical results of no material bad debts, and the short-term nature of trade receivables, the directors consider the expected credit loss to be immaterial and that there is no material credit risk to trade receivables. As a result, no loss allowance has been recognised at the reporting date, and there has been no movement in the allowance during the year.

No significant receivable balances are impaired at the reporting end date.

Amounts owed to related undertakings are unsecured, interest free and have no stated repayment date. It is considered that there is no difference between the carrying amount of the payables and their fair value.

The fair value of trade and other payables are the current book values.

Amounts owed to related undertakings are unsecured, interest free and have no stated repayment date. It is considered that there is no difference between the carrying amount of the payables and their fair value

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

Leases consist of right-of-use assets in relation to leasehold property.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

The carrying amounts of the group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

Some of the revenues and costs originate and are denominated in foreign currencies and therefore the group carries an inherent risk in reported profits given that its presentational currency is £.

The group actively seeks to manage a natural hedge to its foreign exchange exposure by maintaining bank accounts in different currencies. Customers in general pay their invoices to the respective accounts in their currency. Local costs in the respective currency can then be settled with those payments.

Sensitivitiy analysis

As shown in the table above, the group is primarily exposed to changes in US dollar exchange rates. The effect of a strengthening or weakening on the US dollar against Pound sterling at the reporting date would have affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss by the amounts shown below. The sensitivity analysis has been determined on a reasonably possible change in the exchange rate. The analysis assumes that all other variables remain constant and ignores any impact of forecast sales and purchases.

The groups principal financial asset is trade receivables which the directors consider there to be no material credit risk due to the historical results of no material bad debts, and the short-term nature of trade receivables. Further details on the group's policy relating to trade receivables can be found in note 19.

The carrying amount of financial assets recorded in the financial statements represents the group's maximum exposure to credit risk.

The group does not hold any collateral or other credit enhancements.

The following table details the remaining contractual maturity for the group's non-derivative financial liabilities with agreed repayment periods. The contractual maturity is based on the undiscounted cash flows for the earliest date on which the group may be required to pay.

The group’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost of capital.

In the absence of external borrowings, capital is managed primarily through retained earnings. The board monitors the level of distributable reserves and seeks to maintain sufficient capital to fund working capital needs.

The group is not subject to any externally imposed capital requirements.

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

On 1 September 2022, the Company issued 1,568,435 Ordinary shares at par with nominal value of £1 per share. The consideration was certain business and assets of Mattr UK Holdings Limited formerly Shawcor UK Limited (former parent Company) comprising of a division of Mattr UK Holdings Limited formerly Shawcor UK Limited that carried out the business of onshore and offshore pipeline inspection services, as set out in the Asset Purchase Agreement dated 1 September 2022 between Mattr UK Holdings Limited formerly Shawcor UK Limited and the Company.

The merger reserve arose in the prior year on a business combination as the difference between the fair value of net assets acquired and the consideration payable.

During the prior year, capital contribution arose as a result of the foregiving of loans resulting from purchsae of business and assets from Mattr UK Holdings Ltd.

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

As of 31 December 2024, the Group has entered contractual commitments for the acquisition of property, plant and equipment amounting to £450,000. These commitments are expected to be setlled within the next financial year ending 31 December 2025.

Relationships

Ultimate holding company         Achieve Capital LLC

Holding company             SPS Acquisition Inc LLC

Fellow subsidiaries             Shaw Pipeline Services Aust Pty Ltd

Members of Key Management         Mark Taylor

    David Geary

The key management compensation has been disclosed in note 8.

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The immediate parent undertaking is Shaw Pipeline Services Acquisition LLC of 111 N. 161st E. Avenue, Tulsa, Oklahoma, United States of America. The ultimate parent undertaking is Achieve Capital LLC of 111 N. 161st E. Avenue, Tulsa, Oklahoma, 74116, United States, a Company incorporated and listed in the United States of America.