ACCOUNTS - Final Accounts preparation

Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:

Registered number: 08674938

NEPTUNE MIDCO 2 LIMITED

AUDITED

ANNUAL REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2024

NEPTUNE MIDCO 2 LIMITED

COMPANY INFORMATION

Directors	Dr R V Ahilan
	Mr I Cummins
	Mr R Segal (resigned 11 June 2024)
	Mr D P Knottenbelt (appointed 18 January 2024)


Registered number	08674938


Registered office	1st Floor
	The Northern & Shell Building
	10 Lower Thames Street
	London
	EC3R 6EN


Independent auditors	Wellden Turnbull Limited
	Chartered Accountants & Statutory Auditors
	Albany House
	Claremont Lane
	Esher
	Surrey
	KT10 9FQ

NEPTUNE MIDCO 2 LIMITED

CONTENTS

	Page
Strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Statement of comprehensive income	9
Statement of financial position	10
Statement of changes in equity	11
Notes to the financial statements	12 - 18

NEPTUNE MIDCO 2 LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present their Strategic Report for Neptune Midco 2 Limited for the year ended 31 December 2024.

Business review

The Directors consider the performance of 2024 to be consistent with expectations at the start of the year. The Company has limited trading activity and received no income and incurred no expenditure (2023: revenues £Nil and earnings before interest, tax, depreciation and amortisation (EBITDA) of £Nil).

The Company acts as a holding company with an investment in a subsidiary as listed in note 7. The subsidiary is in turn a holding company, the indirect subsidiaries' core business offering continues to be as a consultancy service provider to the marine, engineering and energy markets.

The indirect subsidiaries employ marine and engineering experts including Master Mariners, Marine Engineers, Naval Architects, Civil, Structural and Mechanical Engineers, providing services to a broad range of clients in our target markets. Key clients for the company's services include Maritime Law Firms, P&l Clubs, Government Authorities, Insurance Brokers and Underwriters, Project Developers, Engineering Contractors and National / International Energy Companies.

Reconciliation of EBITDA

	2024	2023
Operating profit/(loss)	£(5)	£-

Add back:
Depreciation and amortisation	£-	£-
EBITDA	£(5)	£-

Principal risks and uncertainties

The principal risks and uncertainties are those that affect the Company's indirect trading subsidiaries and include inflation and interest rates. The Energy market continues to be volatile impacted by geopolitical activities.

Financial risk management
The Company's operations expose it to a variety of financial risks that include the effect of changes in market prices, foreign exchange fluctuations, credit and liquidity risks. The Company has fully incorporated risk management in its strategic and operating processes with the intention of limiting adverse effects on its financial performance by monitoring its levels of debt finance and associated costs. The Company does not use derivative financial instruments to mitigate risk therefore it does not apply hedge accounting.

Risk exposure
The Company is exposed to price risks as a result of its operations however, given the size of the Company, the costs of managing exposure to price risks outweighs the benefits that can be attained. The Company does not hold listed investments and is not exposed to such market price fluctuations. In the event the Company's operations grow rapidly then the Board will revisit their response to pricing risk with a view to forming a more detailed response. The Company conducts its operations with customers in foreign territories and therefore is exposed to foreign exchange risk by virtue of financial transactions being undertaken in currencies other than its functional currency (Sterling). Financial instruments that could expose the Company to credit risk include transactions with customers and cash and cash equivalents held with banks and financial institutions, credit risk arises as a result of counterparties potentially failing to meet their obligations. In order to monitor credit risk exposure, the Company assess the creditworthiness of counterparties and cash and cash equivalents are deposited with highly rated major financial institutions.

Page 1

NEPTUNE MIDCO 2 LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The Board monitors the progress of the Company by reference to the KPIs set out below.

	2024	2023	Change in the year
EBITDA	£(5)	£-	100%	Loss before interest, tax, depreciation and amortisation

This report was approved by the board and signed on its behalf.

Mr D P Knottenbelt

Director

Date: 5 December 2025

Page 2

NEPTUNE MIDCO 2 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.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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;

∙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.

Principal activity

The principal activity of the Company during the year was that of a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £5 (2023 - profit £NIL).

No dividends were declared or paid in the current and prior year.

Directors

The Directors who served during the year were:

Dr R V Ahilan

Mr I Cummins

Mr R Segal (resigned 11 June 2024)

Mr D P Knottenbelt (appointed 18 January 2024)

Future developments

The Company will continue to support it's indirect subsidiaries further expansion into energy transition business lines as well as high growth geographical areas. Furthermore, the Company through its indirect subsidiaries will continue to look for acquisitions for inorganic growth.

Page 3

NEPTUNE MIDCO 2 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, Wellden Turnbull Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr D P Knottenbelt

Director

Date: 5 December 2025

Page 4

NEPTUNE MIDCO 2 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE MIDCO 2 LIMITED

Opinion

We have audited the financial statements of Neptune Midco 2 Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, 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, 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 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.

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 Auditors' 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.

Page 5

NEPTUNE MIDCO 2 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE MIDCO 2 LIMITED (CONTINUED)

Opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have 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 Strategic report or 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, 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.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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.

Page 6

NEPTUNE MIDCO 2 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE MIDCO 2 LIMITED (CONTINUED)

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 an Auditors' 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.

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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the valuation of fixed asset investments and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company's operations and reputation. The Companies Act 2006, UK company tax law and sanctions and conflicts checks are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance as to actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;

∙Assessing the reasonableness of managements fixed asset investment valuations for indicators of impairment;

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

∙Performing audit work over the risk of management 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 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' report.

Page 7

NEPTUNE MIDCO 2 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE MIDCO 2 LIMITED (CONTINUED)

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 Auditors' 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.

Mark Nelligan FCA (Senior statutory auditor)

for and on behalf of

Wellden Turnbull Limited

Chartered Accountants

Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ

8 December 2025

Page 8

NEPTUNE MIDCO 2 LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Administrative expenses		(5)	-
Operating (loss)/profit		(5)	-
Tax on (loss)/profit	6	-	-
(Loss)/profit for the financial year		(5)	-

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 18 form part of these financial statements.

Page 9

NEPTUNE MIDCO 2 LIMITED

REGISTERED NUMBER: 08674938

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Fixed assets
Investments	7		68,824,430		42,640,762
Current assets
Debtors: amounts falling due within one year	8	-		25,688,822

Creditors: amounts falling due within one year	9	(11,957)		(25,700,774)
Net current liabilities			(11,957)		(11,952)
Total assets less current liabilities			68,812,473		42,628,810



Net assets			68,812,473		42,628,810

Capital and reserves
Called up share capital	10	42,640,763	42,640,762
Share premium account	11	26,183,667	-
Profit and loss account	11	(11,957)	(11,952)
		68,812,473	42,628,810

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr D P Knottenbelt

Director

Date: 5 December 2025

The notes on pages 12 to 18 form part of these financial statements.

Page 10

NEPTUNE MIDCO 2 LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	42,640,762	-	(11,952)	42,628,810

At 1 January 2024	42,640,762	-	(11,952)	42,628,810
Comprehensive income for the year
Loss for the year	-	-	(5)	(5)
Contributions by and distributions to owners
Shares issued during the year	1	26,183,667	-	26,183,668
At 31 December 2024	42,640,763	26,183,667	(11,957)	68,812,473

The notes on pages 12 to 18 form part of these financial statements.

Page 11

NEPTUNE MIDCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Neptune Midco 2 Limited is a private company, limited by shares and incorporated in England and Wales, registration number 08674938. The registered office address is 1st Floor, The Northern & Shell Building, 10 Lower Thames Street, London, England, EC3R 6EN.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 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).

These financial statements are rounded to the nearest £.

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of IFRS 7 Financial Instruments: Disclosures

∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement

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

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

∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements of paragraph 74A(b) of IAS 16

∙the requirements of paragraph 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, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of ABL Group ASA as at 31st December 2024 and these financial statements may be obtained from https://abl-group.com /investor-relations /reports-and-presentations/.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 12

NEPTUNE MIDCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

The Company did not trade in the period, is in a net current liability position but an overall net asset position at the year end date.The financial statements have been prepared on a going concern basis which means that the Company can be expected to meet its liabilities as they fall due. In assessing the appropriateness of the going concern basis of preparation the Directors have taken into account the key risks of the business as well as the availability of cash resources.

The ultimate parent company is ABL Group ASA (“ABL”), a public company listed on the Oslo stock exchange. ABL has provided a letter of support confirming its intention to provide sufficient financial support to the Company to enable it to meet its liabilities as they fall due for at least 12 months from the date of signing the financial statements.

On this basis the Directors consider it is appropriate to prepare the financial statements on a going concern basis.

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.6

Taxation

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 reporting date in the countries where the Company operates and generates income.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 13

NEPTUNE MIDCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.9

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.10

Financial instruments

Financial assets such as cash and debtors are measured at the present value of the amounts
receivable, less an allowance for the expected level of doubtful receivables. Financial liabilities such
as trade creditors are measured at the present value of the obligation. An equity instrument is any
contract that evidences a residual interest in the assets of the company after deducting all of its
liabilities.

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL

Page 14

NEPTUNE MIDCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Financial instruments (continued)

represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, management is required to make judgements, estimates and assumptions which affect expected reported income, expenses, assets and liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.

Management do not consider the Company to have any significant judgements nor key sources of estimation uncertainty.

	Audit of the Company's financial statements	4,000	3,000
	All non audit services not included in the above	2,600	2,000

	The audit fees were paid by ABL group Holding Limited, a group undertaking

5.	Employees
	The Company had no employees other than the Directors, who did not receive any renumeration (2023 - NIL)

Page 15

NEPTUNE MIDCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


Current tax on profits for the year	-	-

(Loss) on ordinary activities before tax

(5)

(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(1)	-
Effects of:
Unrelieved tax losses carried forward	1	-
Total tax charge for the year	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

7.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	42,640,762
	Additions	26,183,668
	At 31 December 2024	68,824,430

Page 16

NEPTUNE MIDCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Neptune Bidco Limited

1st Floor, The Northern & Shell Building, 10 LowerThames Street, London, England, EC3R 6EN

Ordinary

100%

The Company acts as a holding company to its subsidiary. The subsidiary is in turn a holding company, the indirect subsidiaries of which provide consultancy service to the marine, engineering and energy markets.

On 1 December 2024 the Company's direct subsidiary Neptune Bidco Limited issued one £1 ordinary share at a price of £26,183,668. In consideration for the share allotment, the Company discharged Neptune Bidco Limited from all obligations to pay outstanding amounts owed equal to the subscription price. In the prior financial year, this amount was included in amounts owed by group undertakings.

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	-	25,688,822

Amounts owed by group undertakings are interest free and repayable on demand. Refer to note 7 above as to explanation of the movement in amounts owed by group undertakings in the period.

9.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

	Amounts owed to group undertakings	11,957	25,700,774

Amounts owed to group undertakings are unsecured, interest free and repayable on demand. On 1 December 2024 the Company issued one £1 ordinary share which was subscribed to by the Company's immediate parent, Neptune Midco 1 Limited, at a price of £26,183,668. In consideration for the share allotment, Neptune Midco 1 Limited discharged the Company from all obligations to pay outstanding amounts owed equal to the subscription price. In the prior financial year this amount was included in amounts owed to group undertakings.

Page 17

NEPTUNE MIDCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

42,640,763 (2023 - 42,640,762) Ordinary shares of £1.00 each	42,640,763	42,640,762

On 1 December 2024 the Company issued one £1 ordinary share which was subscribed to by the Company's immediate parent, Neptune Midco 1 Limited, at a price of £26,183,668.

11.

Reserves

Share premium account

During the financial year, refer to note 10, the Company issued one ordinary £1 share, subscribed to by the Company’s immediate parent, Neptune Midco 1 Limited at a price of £26,183,668. Share premium of £26,183,667 was recognised following the share issuance.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

12.Other financial commitments

The Company's ultimate parent company, ABL Group ASA, holds loan finance which is secured by way of legal charge over all of the Company's present and future rights, title and interest in accounts and credit balances held from time to time.

13.	Related party transactions
	The Company is exempt under the terms of Financial Reporting Standard 101 'Reduced Disclosure Framework' from disclosing related party transactions with group companies on the grounds that the Company is wholly owned within the group.

14.	Controlling party

The Company's immediate parent company is Neptune Midco 1 Ltd, a private company incorporated in England and Wales, registered office address 1st Floor, The Northern & Shell Building, 10 Lower Thames Street, London, England, EC3R 6EN.

The Company's ultimate parent and controlling party is ABL Group ASA, a public company listed on the Oslo Stock Exchange, incorporated and domiciled in Norway, registered office address Karenslyst Alle 4, 0278 Oslo, Norway.

The smallest and largest group of undertakings into which the results of the Company are consolidated is headed by ABL Group ASA. The consolidated financial statements are available from https://abl-group.com /investor-relations /reports-and-presentations /.

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