ACCOUNTS - Final Accounts preparation

Registered number: SC493464

INNOSEA LIMITED

AUDITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2024

INNOSEA LIMITED

REGISTERED NUMBER: SC493464

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Current assets
Debtors: amounts falling due within one year	4	369,861		405,017
Cash at bank and in hand	5	18,082		17,821
		387,943		422,838
Creditors: amounts falling due within one year	6	(565,769)		(600,054)
Net current liabilities			(177,826)		(177,216)
Total assets less current liabilities			(177,826)		(177,216)

Capital and reserves
Called up share capital	7	100	100
Capital redemption reserve	8	14,922	14,922
Profit and loss account	8	(192,848)	(192,238)
		(177,826)	(177,216)

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

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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

Mr W E Cleverly

Director

Date: 9 December 2025

The notes on pages 3 to 9 form part of these financial statements.

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INNOSEA LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	100	9,833	(226,934)	(217,001)

Profit for the year	-	-	34,696	34,696
Share options granted in parent	-	5,089	-	5,089

At 1 January 2024	100	14,922	(192,238)	(177,216)

Loss for the year	-	-	(610)	(610)
At 31 December 2024	100	14,922	(192,848)	(177,826)

The notes on pages 3 to 9 form part of these financial statements.

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INNOSEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Innosea Limited is a private company, limited by shares and incorporated in Scotland, registration number SC493464. The registered office address is 1 Albyn Place, Aberdeen, Scotland, AB10 1BR.

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 judgment in applying the Company's accounting policies.

These financial statements are rounded to the nearest £.

The following principal accounting policies have been applied:

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 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:

- 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 paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

∙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 31 December 2024 and these financial statements may be obtained from https://abl-group.com /investor-relations /reports-and-presentations/.

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INNOSEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

The Company was loss making in the period and is in a net current liability and net liability position at the year end date. The financial statements have been prepared on a going concern basis. 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 goingconcern basis.

2.4

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.

2.5

Revenue

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 as the 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 providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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INNOSEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.10

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.

2.11

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

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INNOSEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Financial instruments (continued)

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 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.

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INNOSEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Employees
		2024	2023
		£	£

Wages and salaries	28,185	112,040
Social security costs	2,837	6,049
	31,022	118,089

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

	2024	2023
	No.	No.

Consultants	2	2

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	347,607	291,796
Other debtors	21,578	-
Prepayments and accrued income	676	113,221
	369,861	405,017

Amounts owed by group undertakings are interest free and repayable on demand.

5.	Cash and cash equivalents
		2024	2023
		£	£

	Cash at bank and in hand	18,082	17,821

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INNOSEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Trade creditors	27,204	27,902
Amounts owed to group undertakings	520,100	556,653
Other taxation and social security	7,559	11,162
Other creditors	3,087	3,085
Accruals and deferred income	7,819	1,252
	565,769	600,054

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

7.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £1.00 each	100	100

Reserves

Capital redemption reserve

The capital contribution reserve represents the fair value of the share options awarded to employees of the Company for shares in the ultimate parent company, ABL Group ASA. This contribution is also charged as a direct expense in the Statement of Comprehensive Income.

During the year the Company recognised an expense of £NIL (2023 - £5,089), being the increase to the fair value of the share options awarded and included in the capital contribution reserve. The fair value of these options were calculated using the Black-Scholes Model.

Profit and loss account

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

9.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.

10.	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.

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INNOSEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Controlling party

The Company's immediate parent company is Innosea SAS. The company's ultimate parent company 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 /.

12.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 9 December 2025 by Mark Nelligan FCA (Senior Statutory Auditor) on behalf of Wellden Turnbull Limited.

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