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FOR THE YEAR ENDED 31 DECEMBER 2024
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NOV HOLDING UK 1 LIMITED
COMPANY INFORMATION
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NOV HOLDING UK 1 LIMITED
CONTENTS
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NOV HOLDING UK 1 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to CAD $46,904,000 (2023 - CAD $34,514,000).
No dividends were paid or proposed during either period.
The Directors who served during the year and to the date of this report were:
The activities of the Company are expected to remain unchanged in the future.
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 when the financial statements are authorised for issue. 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 when the financial statements are authorised for issue. 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.
On 15 April 2025, the Company paid dividend of USD $24,296,931 to its parent, NOV Canada ULC.
There have been no other significant events affecting the Company since the year end.
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NOV HOLDING UK 1 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on
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NOV HOLDING UK 1 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors are responsible for preparing 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 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 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 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.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors’ Report that complies 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV HOLDING UK 1 LIMITED
We have audited the financial statements of NOV Holding UK 1 Limited for the year ended 31 December 2024, 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 14, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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 agoing concern for a period of 12 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV HOLDING UK 1 LIMITED (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV HOLDING UK 1 LIMITED (CONTINUED)
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 1 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,
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV HOLDING UK 1 LIMITED (CONTINUED)
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 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.
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.
for and on behalf of
Aberdeen
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NOV HOLDING UK 1 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOV HOLDING UK 1 LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOV HOLDING UK 1 LIMITED
REGISTERED NUMBER: SC691029
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 17 form part of these financial statements.
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NOV HOLDING UK 1 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOV HOLDING UK 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOV Holding UK 1 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
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:
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 2024 and these financial statements may be obtained from its principal office at 10353 Richmond Avenue, Houston, Texas, 77042, USA.
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 when the financial statements are authorised for issue. 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 when the financial statements are authorised for issue. 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.
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NOV HOLDING UK 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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.
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NOV HOLDING UK 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
a. Critical accounting estimates and assumptions In the course of preparing the financial statements, no critical accounting estimates or assumptions have been made in the process of applying the Company’s accounting policies, other than those involving judgements (which are described below) that have had a significant effect on the amounts recognised in the financial statements. b. Critical judgements in applying the entity’s accounting policies In the course of preparing the financial statements, management has exercised judgement in assessing the recoverability of the balance associated with the demand promissory note issued to a fellow group undertaking, NOV Holding UK 2 Limited, and is satisfied that the intercompany partner would be able to settle this balance if repayment were to be requested. The Company understands that NOV Holding UK 2 Limited has received a letter of support from a fellow group undertaking confirming it will assist in meeting this obligation in the unlikely event this is needed. Further details pertaining to the demand promissory note can be found in Note 9.
The Company has no employees.
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NOV HOLDING UK 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOV HOLDING UK 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
8.Taxation (continued)
UK Corporation tax is calculated at 25% (2023 - 23.52%) of the estimated assessable profit or loss for the year.
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NOV HOLDING UK 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no other significant events affecting the Company since the year end.
The Company’s immediate parent undertaking is NOV Canada ULC, a company formed in Canada.
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.
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