REGISTERED NUMBER: SC690886 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

ENERQUIP HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

A M G Robins

A Polson

S H D Cowie

J P Duncan

REGISTERED OFFICE:

5 Carden Place

Aberdeen

AB10 1UT

REGISTERED NUMBER:

SC690886 (Scotland)

AUDITORS:

AJB Scholes Ltd

8 Albert Street

Kirkwall

Orkney

KW15 1HP

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

FAIR REVIEW OF BUSINESS

In the year ended 31 December 2024 the group achieved a turnover of £21.8m (2023: £18.9m) and a profit before tax of £3.9m (2023: £3.9m). Net assets at the balance sheet date were £10.1m (2023: £8.3M). The movement was in line with the expectations of the directors.

PRINCIPAL RISKS AND UNCERTAINTIES

The company face a variety of risks and uncertainties, both foreseeable and unforeseeable. The board consider the main risks to be:

Unpredictability of the oil and gas market

The demand for our products is influenced by both the condition of the oil and gas market, and the oil price. The significant volatility we have seen in recent years is likely to continue with the transition to green energy amid growing worldwide concern about climate change. Low oil and gas prices impact the expenditure plans of our key clients and therefore the demand for our services which could limit our profitability and growth. The company manages its risk by constantly monitoring the status of the oil and gas market and have put in place a strategy to diversify both its client base, ensuring that it services national oil companies, international oil companies and independent clients including other service companies, and the geographical basins in which we operate.

Political risks

Recent global economic conditions have had a significant impact on countries whose economies are exposed to the downturn in commodity pricing, placing greater pressure on governments to find alternative means of raising revenue and increasing the risk of social and labour unrest. The company manages this risk by regularly reviewing current and future operations and new opportunities in locations where political risk is considered to be a key factor in the commercial success of the operations. This is notable for actual and potential operations in the Middle East.

Product development risks

Our success depends, in part, on the continued successful development of our products and the acceptance of those products by our clients. To manage this risk we maintain an active dialogue with all of our customers to understand their business requirements and employ rigorous product development control processes to ensure that our products meet the needs of our clients.

Financial and treasury risks

The company undertakes transactions in multiple currencies and manages working capital positions across a number of different markets and geographical areas. The company actively monitors, evaluates and manages these currencies, working capital and cash flow to ensure all financial commitments are met as they fall due.

KEY PERFORMANCE INDICATORS

The directors consider the key performance indicators of the business to be turnover (2024: £21.8m; 2023: £18.9m), gross margin (2024: 35.9%; 2023: 37.6%) and EBITDA (2024: £4.0m; 2023: £4.0m).

ON BEHALF OF THE BOARD:

A M G Robins - Director

19 November 2025

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

DIVIDENDS

An interim dividend of 0.59 per share was paid on . The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be £ 1,000,000 .

DIRECTORS

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

A M G Robins

A Polson

S H D Cowie

J P Duncan

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

AUDITORS

The auditors, AJB Scholes Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A M G Robins - Director

19 November 2025

Opinion

Basis for qualified opinion

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the stock quantities of £1,179,820 held at 31 December 2022. We have concluded that where the other information refers to the stock or related balances such as cost of sales, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and directors report.

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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 group's and 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 group or the parent 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 considered capable of detecting irregularities, including fraud.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks,including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, we considered the following:

· the nature of the industry and sector, and control environment;

· results of our enquiries of management;

· any matters we identified having obtained and reviewed the company's documentation of their policies and

procedures relating to:

· identifying, evaluating and complying with laws and regulations and whether they were aware of

any instances of non-compliance;

· detecting and responding to the risks of fraud and whether they have knowledge of any actual,

suspected or alleged fraud;

· the internal controls established to mitigate risks of fraud or non-compliance with laws and

regulations.

· the matters discussed among the audit engagement team.

As a result of these procedures, we considered the opportunities and incentives that may exist within the

organisation for fraud and irregularities. Income recognition, purchases and stock were key areas of focus. In

common with all audits under ISA's (UK), we are also required to perform specific procedures to respond to the risk

of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing

on provisions of those laws and regulations that had a direct effect on the determination of material amounts and

disclosures in the financial statements, such as tax legislation and relevant companies acts.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial

statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material

penalty. These include laws and regulations pertaining to employment regulations; and health and safety legislation.

In addition to the above, our procedures to respond to risks identified included the following:

· reviewing the financial statement disclosures and testing to supporting documentation to assess

compliance with provisions of relevant laws and regulations described as having a direct effect on the

financial statements;

· enquiring of management concerning actual potential litigation and claims;

· performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks

of material misstatement due to fraud;

· reading minutes of meetings of those charged with governance; and

· in addressing the risk of fraud through management override of controls, testing the appropriateness of

journal entries and other adjustments; assessing whether the judgements made in making accounting

estimates are indicative of a potential bias; and evaluating the business rationale of any significant

transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team

members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Ryan Allan (Senior Statutory Auditor)

for and on behalf of AJB Scholes Ltd

8 Albert Street

Kirkwall

Orkney

KW15 1HP

19 November 2025

TURNOVER

4

21,849,146

18,923,781

Cost of sales

14,015,300

11,817,755

GROSS PROFIT

7,833,846

7,106,026

Administrative expenses

4,104,303

3,184,079

3,729,543

3,921,947

Other operating income

108,354

-

OPERATING PROFIT

6

3,837,897

3,921,947

Interest receivable and similar income

32,962

7,952

3,870,859

3,929,899

Interest payable and similar expenses

8

(9,362

)

37,789

PROFIT BEFORE TAXATION

3,880,221

3,892,110

Tax on profit

9

1,045,929

926,509

PROFIT FOR THE FINANCIAL YEAR

2,834,292

2,965,601

Profit attributable to:

Owners of the parent

2,834,292

2,965,601

PROFIT FOR THE YEAR

2,834,292

2,965,601

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,834,292

2,965,601

Total comprehensive income attributable to:

Owners of the parent

2,834,292

2,965,601

FIXED ASSETS

Intangible assets

12

95,274

72,195

Tangible assets

13

934,713

546,576

Investments

14

-

-

1,029,987

618,771

CURRENT ASSETS

Stocks

15

2,047,892

1,773,381

Debtors

16

13,332,960

11,778,506

Cash at bank and in hand

1,963,634

1,390,224

17,344,486

14,942,111

CREDITORS

Amounts falling due within one year

17

8,154,952

7,208,043

NET CURRENT ASSETS

9,189,534

7,734,068

TOTAL ASSETS LESS CURRENT LIABILITIES

10,219,521

8,352,839

CREDITORS

Amounts falling due after more than one year

18

-

(18,333

)

PROVISIONS FOR LIABILITIES

21

(83,881

)

(48,723

)

NET ASSETS

10,135,640

8,285,783

CAPITAL AND RESERVES

Called up share capital

22

1,700,000

1,700,000

Preference shares

23

600,000

600,000

Retained earnings

23

7,820,075

5,985,783

SHAREHOLDERS' FUNDS

10,120,075

8,285,783

NON-CONTROLLING INTERESTS

24

15,565

-

TOTAL EQUITY

10,135,640

8,285,783

The financial statements were approved by the Board of Directors and authorised for issue on 19 November 2025 and were signed on its behalf by:

A M G Robins - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

4,522,500

4,522,500

4,522,500

4,522,500

CURRENT ASSETS

Debtors

16

637,590

648,386

CREDITORS

Amounts falling due within one year

17

2,860,090

2,870,886

NET CURRENT LIABILITIES

(2,222,500

)

(2,222,500

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,300,000

2,300,000

CAPITAL AND RESERVES

Called up share capital

22

1,700,000

1,700,000

Preference shares

600,000

600,000

SHAREHOLDERS' FUNDS

2,300,000

2,300,000

Company's profit for the financial year

1,000,000

-

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 19 November 2025 and were signed on its behalf by:

A M G Robins - Director

Called up

share

Retained

Preference

capital

earnings

shares

£

£

£

Balance at 1 January 2023

1,700,000

3,020,182

600,000

Changes in equity

Total comprehensive income

-

2,965,601

-

Balance at 31 December 2023

1,700,000

5,985,783

600,000

Changes in equity

Dividends

-

(1,000,000

)

-

Total comprehensive income

-

2,834,292

-

Balance at 31 December 2024

1,700,000

7,820,075

600,000

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

5,320,182

-

5,320,182

Changes in equity

Total comprehensive income

2,965,601

-

2,965,601

Balance at 31 December 2023

8,285,783

-

8,285,783

Changes in equity

Dividends

(1,000,000

)

-

(1,000,000

)

Total comprehensive income

2,834,292

-

2,834,292

Balance at 31 December 2024

10,120,075

-

10,120,075

Called up

share

Retained

Preference

Total

capital

earnings

shares

equity

£

£

£

£

Balance at 1 January 2023

1,700,000

-

600,000

2,300,000

Changes in equity

Balance at 31 December 2023

1,700,000

-

600,000

2,300,000

Changes in equity

Dividends

-

(1,000,000

)

-

(1,000,000

)

Total comprehensive income

-

1,000,000

-

1,000,000

Balance at 31 December 2024

1,700,000

-

600,000

2,300,000

Cash flows from operating activities

Cash generated from operations

1

2,178,554

1,079,691

Interest paid

9,362

(37,789

)

Tax paid

(21,982

)

(60,316

)

Net cash from operating activities

2,165,934

981,586

Cash flows from investing activities

Purchase of intangible fixed assets

(28,868

)

-

Purchase of tangible fixed assets

(607,859

)

(492,389

)

Sale of tangible fixed assets

24,062

988

Interest received

32,962

7,952

Net cash from investing activities

(579,703

)

(483,449

)

Cash flows from financing activities

Loan repayments in year

(28,333

)

(10,000

)

Amount introduced by directors

-

1

Amount withdrawn by directors

(52

)

(100,000

)

Loans from associated parties

-

(719,425

)

Minority interest in Enerquip UAE

15,565

-

Equity dividends paid

(1,000,000

)

-

Rounding

(1

)

-

Net cash from financing activities

(1,012,821

)

(829,424

)

Increase/(decrease) in cash and cash equivalents

573,410

(331,287

)

Cash and cash equivalents at beginning of year

2

1,390,224

1,721,511

Cash and cash equivalents at end of year

2

1,963,634

1,390,224

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

3,880,221

3,892,110

Depreciation charges

208,562

94,926

Profit on disposal of fixed assets

(7,112

)

-

Finance costs

(9,362

)

37,789

Finance income

(32,962

)

(7,952

)

4,039,347

4,016,873

(Increase)/decrease in stocks

(274,511

)

72,344

Increase in trade and other debtors

(1,612,016

)

(4,576,551

)

Increase in trade and other creditors

25,734

1,567,025

Cash generated from operations

2,178,554

1,079,691

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

1,963,634

1,390,224

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

1,390,224

1,721,511

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

1,390,224

573,410

1,963,634

1,390,224

573,410

1,963,634

Debt

Debts falling due within 1 year

(10,000

)

10,000

-

Debts falling due after 1 year

(18,333

)

18,333

-

(28,333

)

28,333

-

Total

1,361,891

601,743

1,963,634

1.	STATUTORY INFORMATION

Enerquip Holdings Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of nil years.

Computer software is being amortised evenly over its estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

in accordance with the property

Plant and machinery

-

20% on cost and Straight line over 3 years

Fixtures and fittings

-

Straight line over 3 years

Motor vehicles

-

Straight line over 4 years

Computer equipment

-

Straight line over 3 years

Improvements to property are to be depreciated over the remaining lease term once completed.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The directors having considered information about the future of the group are of the opinion that the group is a going concern. They are of the opinion that the group will continue to trade in the 12 months following the date of signing the financial statements.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the group'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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

In categorising leases as finance leases or operating leases, management make judgement as to whether significant risks and rewards of ownership have transferred to the company as lessee.

In determining depreciation rates, management must consider and make judgements on the residual value of the assets and their residual lives in order to set depreciation rates.

Useful Economic life of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual value of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

Impairment of debtors

The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.