REGISTERED NUMBER: 03054901 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Arribatec UK Ltd

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

M D Bloomer

A R Burrows

O J Kjolvik

SECRETARY:

M D Bloomer

REGISTERED OFFICE:

Park House

37 Clarence Street

Leicester

Leicestershire

LE1 3RW

REGISTERED NUMBER:

03054901 (England and Wales)

AUDITORS:

BDO Northern Ireland

Chartered accountant & statutory auditor

Metro Building, 1st Floor

6-9 Donegall Square South

Belfast

BT1 5JA

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of management and computer consultancy services.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

M D Bloomer

A R Burrows

Other changes in directors holding office are as follows:

O J Kjolvik was appointed as a director after 31 December 2024 but prior to the date of this report.

G Johansen and B Brocks ceased to be directors after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, BDO Northern Ireland, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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

ON BEHALF OF THE BOARD:

A R Burrows - Director

17 July 2025

Opinion

We have audited the financial statements of Arribatec UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of material accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (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 2024 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 Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Other Companies Act 2006 reporting

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

Extent to which the audit was 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 material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and the regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006 and FRS 101, "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

We focused on laws and regulations that could give rise to material misstatement in the financial statements. Our tests included but were not limited to:

- agreement of the financial statement disclosures to underlying supporting documentation;

- enquiries of management; and

- considering the effectiveness of the control environment and monitoring compliance with laws and regulations.

We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of our report

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

Laura S V Jackson (Senior Statutory Auditor)

for and on behalf of BDO Northern Ireland

Chartered accountant & statutory auditor

Metro Building, 1st Floor

6-9 Donegall Square South

Belfast

BT1 5JA

17 July 2025

TURNOVER

4

5,131,923

5,395,427

Cost of sales

(3,635,978

)

(3,892,981

)

GROSS PROFIT

1,495,945

1,502,446

Administrative expenses

(1,660,262

)

(1,242,299

)

(164,317

)

260,147

Other operating income

12,484

4,236

OPERATING (LOSS)/PROFIT

(151,833

)

264,383

Interest receivable and similar income

3,817

2,845

(148,016

)

267,228

Interest payable and similar expenses

6

(7,470

)

(656

)

(LOSS)/PROFIT BEFORE TAXATION

7

(155,486

)

266,572

Tax on (loss)/profit

8

31,329

(65,053

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(124,157

)

201,519

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(124,157

)

201,519

FIXED ASSETS

Owned

Tangible assets

9

24,149

45,330

Right-of-use

Tangible assets

9, 13

-

7,426

24,149

52,756

CURRENT ASSETS

Debtors

10

1,924,053

1,838,484

Contract assets

4

103,356

68,065

Cash at bank

286,599

397,653

2,314,008

2,304,202

CREDITORS

Amounts falling due within one year

11

(1,112,193

)

(830,055

)

CONTRACT LIABILITIES

Amounts falling due within one year

4

(405,319

)

(576,692

)

NET CURRENT ASSETS

796,496

897,455

TOTAL ASSETS LESS CURRENT LIABILITIES

820,645

950,211

PROVISIONS FOR LIABILITIES

14

(6,037

)

(11,446

)

NET ASSETS

814,608

938,765

CAPITAL AND RESERVES

Called up share capital

15

1,272

1,272

Share premium

51,428

51,428

Retained earnings

16

761,908

886,065

SHAREHOLDERS' FUNDS

814,608

938,765

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 17 July 2025 and were signed on its behalf by:

A R Burrows - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

1,272

684,546

51,428

737,246

Changes in equity

Total comprehensive income

-

201,519

-

201,519

Balance at 31 December 2023

1,272

886,065

51,428

938,765

Changes in equity

Total comprehensive income

-

(124,157

)

-

(124,157

)

Balance at 31 December 2024

1,272

761,908

51,428

814,608

1.	STATUTORY INFORMATION

Arribatec UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations;

•

the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-

paragraph 118(e) of IAS 38 Intangible Assets;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

The information is included in the consolidated financial statements of Arribatec Group ASA, a company incorporated in Norway. These financial statements may be obtained from Arribatec Group ASA, Lorenfaret 1D, 0585 Oslo, Norge.

New Standards, interpretations and amendments adopted from 1 January 2024

The following new standards and amendments are effective for the period beginning 1 January 2024:

-

Classification of liabilities as Current or Non-current and Non-current liabilities with covenants

- Amendments to IAS1

-

Lease Liability in Sale and Leaseback - Amendments to IFRS 16

-

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

-

International Tax reform - Pillar 2 Model rules (Amendment to IAS 12 Income Taxes).

None of these amendments had any impact on the company either in the current of prior periods.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services:

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be reliably measured; and

- the costs incurred and the costs to complete the contract can be measured reliably.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Long leasehold

- Over the term of the lease

Furniture, fittings and equipment

- 20% on cost

Computer equipment

- 50% on cost

Financial instruments

Basic financial assets, which includes debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortisation 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.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

Leases are recognised as lease liabilities. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Employee benefit costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions have have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Estimated useful life of tangible fixed assets

At the date of capitalising tangible fixed assets, the company estimates the useful life of the asset based on management's judgement and experience. Variances between actual and estimated useful economic lives could impact results both positively and negatively. The useful economic lives are reviewed annually and amended where necessary to reflect current accounting estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets.

4.

TURNOVER

Revenue from contracts with customers

Year Ended

Year Ended

31.12.24

31.12.23

£

£

Contract revenue recognised as revenue

5,131,923

5,395,427

Contract balances

31.12.24

31.12.23

£

£

Contract assets

Current

Contract assets

103,356

68,065

Contract liabilities

Current

Contract liabilities

405,319

576,692

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

2,528,783

2,510,468

Social security costs

299,435

298,838

Other pension costs

321,582

291,680

3,149,800

3,100,986

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

31.12.24

31.12.23

Administration

9

8

Consultants

26

26

35

34

Year Ended

Year Ended

31.12.24

31.12.23

£

£

Directors' remuneration

273,797

273,589

Directors' pension contributions to money purchase schemes

76,613

46,345

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Other interest charges

7,470

-

Leasing

-

656

7,470

656

7.	(LOSS)/PROFIT BEFORE TAXATION

The loss before taxation (2023 - profit before taxation) is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Cost of inventories recognised as expense

3,635,978

3,892,981

Depreciation - owned assets

28,019

37,645

Depreciation - assets on hire purchase contracts or finance leases

7,426

28,677

Loss on disposal of fixed assets

-

950

Foreign exchange differences

(12,484

)

(4,236

)

8.

TAXATION

Analysis of tax (income)/expense

31.12.24

31.12.23

£

£

Current tax:

Corporation tax

(25,920

)

61,103

Deferred tax

(5,409

)

3,950

Total tax (income)/expense in statement of comprehensive income

(31,329

)

65,053

Factors affecting the tax expense

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

(Loss)/profit before income tax

(155,486

)

266,572

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

(38,872

)

62,700

Effects of:

Enhanced capital allowances received

-

(53

)

Increase in deferred tax rate

-

2,462

Differing tax rates applicable during the period

798

(56

)

Under provision of tax in prior year

6,745

-

Tax (income)/expense

(31,329

)

65,053

9.	TANGIBLE FIXED ASSETS

Furniture,

fittings

Long

and

leasehold

equipment

Totals

£

£

£

COST

At 1 January 2024

85,782

177,880

263,662

Additions

-

6,838

6,838

Disposals

-

(57,726

)

(57,726

)

At 31 December 2024

85,782

126,992

212,774

DEPRECIATION

At 1 January 2024

78,356

132,550

210,906

Charge for year

7,426

28,019

35,445

Eliminated on disposal

-

(57,726

)

(57,726

)

At 31 December 2024

85,782

102,843

188,625

NET BOOK VALUE

At 31 December 2024

-

24,149

24,149

At 31 December 2023

7,426

45,330

52,756

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

809,616

982,152

Amounts owed by group undertakings

902,701

706,091

Other debtors

211,736

150,241

1,924,053

1,838,484

Other debtors includes prepayments and accrued income of £172,519 (2023 - £140,742).

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Leases (see note 12)

-

7,426

Trade creditors

161,206

122,012

Amounts owed to group undertakings

432,921

114,787

Corporation tax

-

61,103

Social security and other taxes

89,947

159,609

VAT

135,742

101,656

Other creditors

5,732

5,006

Accruals and deferred income

286,645

258,456

1,112,193

830,055

12.

FINANCIAL LIABILITIES - BORROWINGS

31.12.24

31.12.23

£

£

Current:

Leases (see note 13)

-

7,426

13.

LEASING

Right-of-use assets

Tangible fixed assets

31.12.24

31.12.23

£

£

COST

At 1 January 2024

85,782

85,782

DEPRECIATION

At 1 January 2024

78,356

49,679

Charge for year

7,426

28,677

85,782

78,356

NET BOOK VALUE

-

7,426