Speira UK Limited - Limited company accounts 25.1

REGISTERED NUMBER: 08380483 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Speira UK Limited

Page

Company Information

1

Report of the Directors

2

Statement of Directors' Responsibilities

4

Report of the Independent Auditors

5

Income Statement

9

Balance Sheet

10

Notes to the Financial Statements

11

DIRECTORS:

D W Winsper

J P Van Der Pijl

A Kvaerner

SECRETARY:

Attwoods Accountants Ltd

REGISTERED OFFICE:

90-92 High Street

Evesham

Worcestershire

WR11 4EU

REGISTERED NUMBER:

08380483 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited

264 Banbury Road

Oxford

OX2 7DY

SOLICITORS:

Norton Rose

3 More London Riverside

London

SE1 2AQ

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

PRINCIPAL ACTIVITIES

The principal activities of the company in the year under review were those of the provision of management and sales support services to other group undertakings as well as providing IT solutions to group production sites and sales offices.

REVIEW OF BUSINESS

The company has claimed exemption under Section 417(1) from preparing an Enhanced Business Review and Financial Risk Management Objectives and Policies as it is classified as a small company for this purpose.

In preparing this financial report, the directors have taken advantage of the small companies exemption provided by section 414B of the Companies Act 2006.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

D W Winsper

J P Van Der Pijl

Other changes in directors holding office are as follows:

S Schulze-Schwering - resigned 28 March 2024

A Kvaerner - appointed 28 March 2024

DONATIONS

The company has made UK charitable donations of £nil (2023: £nil) and political donations of £nil (2023: £nil).

GOING CONCERN

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons noted below.

The Company's operating cash inflows are dependent on intercompany sales to fellow group companies. The Company continues to provide the services to the fellow subsidiaries of the Group in accordance with the intercompany agreement. As a result, the Company does not believe there is any likelihood of a material impact to the demand on the services provided. These services are expected to continue for at least 12 months from the date of signing the accounts.

Consequently, the Directors are confident that the Group and the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Shaw Gibbs (Audit) Limited, will be proposed for appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

D W Winsper - Director

16 December 2025

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 they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). 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 judgments and 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; and

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Opinion

We have audited the financial statements of Speira UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 profit 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 UK, including the FRC'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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

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

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws regulations. This helps us to plan appropriate risk assessments.

2. During the audit we focused on relevant risk areas and review the compliance with the laws and regulations by

making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other

documentation.

3. We assessed the risk of material misstatement in the financial statements including as a result of fraud and undertook procedures including:

a. Reviewing the controls set in place by management

b. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist

c. Challenging management assumptions with regard to accounting estimates

d. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature

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 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.

Stephen Howard Neal (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

264 Banbury Road

Oxford

OX2 7DY

16 December 2025

Shaw Gibbs (Audit) Limited - Chartered Certified Accountants - Statutory

Auditor

TURNOVER

1,531

1,155

Cost of sales

986

811

GROSS PROFIT

545

344

Administrative expenses

266

180

OPERATING PROFIT

5

279

164

Interest receivable and similar income

18

27

297

191

Interest payable and similar expenses

27

1

PROFIT BEFORE TAXATION

270

190

Tax on profit

107

50

PROFIT FOR THE FINANCIAL YEAR

163

140

FIXED ASSETS

Intangible assets

6

1,959

-

Tangible assets

7

1

3

1,960

3

CURRENT ASSETS

Debtors

8

408

1,161

CREDITORS

Amounts falling due within one year

9

1,003

75

NET CURRENT (LIABILITIES)/ASSETS

(595

)

1,086

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,365

1,089

PROVISIONS FOR LIABILITIES

11

113

-

NET ASSETS

1,252

1,089

CAPITAL AND RESERVES

Called up share capital

12

10

Retained earnings

13

1,242

1,079

SHAREHOLDERS' FUNDS

1,252

1,089

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 16 December 2025 and were signed on its behalf by:

D W Winsper - Director

1.	STATUTORY INFORMATION

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

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents net invoiced sales of services, excluding VAT, trade discounts and other sales related taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of eight 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.

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

Tangible fixed assets

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

Plant and machinery

-

33% on cost

Tangible fixed assets are stated at cost, net of depreciation and and provision for impairment.

The carrying value of fixed assets are reviewed for impairments if circumstances indicate that the carrying value may be irrecoverable. Any impairment is charged to the profit and loss account and the book value of the asset is reduced.

Taxation

Current tax, including corporation tax and foreign tax, is provided at amounts expected to be paid or recovered using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based upon the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non discounted basis.

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

Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons noted below.

The Company's operating cash inflows are dependent on intercompany sales to fellow group companies. The Company continues to provide the services to the fellow subsidiaries of the Group in accordance with the intercompany agreement. As a result, the Company does not believe there is any likelihood of a material impact to the demand on the services provided. These services are expected to continue for at least 12 months from the date of signing the accounts.

Consequently, the Directors are confident that the Group and the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company'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.

During 2024, the company acquired goodwill and software (see note 6). These are viewed as having an expected useful economic life of eight years and have been amortised accordingly. If this useful life turns out to be different then the amortisation charge may turn out to be significantly different.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2023 - 7 ) .

5.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.24

31.12.23

£'000

Depreciation - owned assets

2

1

Goodwill amortisation

10

-

Computer software amortisation

31

-

6.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£'000

COST

Additions

500

1,500

2,000

At 31 December 2024

500

1,500

2,000

AMORTISATION

Charge for year

10

31

41

At 31 December 2024

10

31

41

NET BOOK VALUE

At 31 December 2024

490

1,469

1,959

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

£'000

COST

At 1 January 2024

and 31 December 2024

27

DEPRECIATION

At 1 January 2024

24

Charge for year

2

At 31 December 2024

26

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

3

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£'000

Trade debtors

144

28

Amounts owed by group undertakings

-

1,122

Other debtors

8

-

Tax

34

-

Social security and other taxes

7

5

Accrued income

205

-

Prepayments

10

6

408

1,161

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£'000

Trade creditors

4

-

Amounts owed to group undertakings

867

-

Taxation

-

7

Social security and other taxes

36

20

Accrued expenses

96

48

1,003

75

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£'000

Within one year

63

9

Between one and five years

163

-

In more than five years

55

-

281

9

11.	PROVISIONS FOR LIABILITIES

31.12.24

31.12.23

£'000

Deferred tax

113

-

Deferred

tax

£'000

Provided during year

113

Balance at 31 December 2024

113

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£'000

10,000

Ordinary

£1

10

13.

RESERVES

Retained

earnings

£'000

At 1 January 2024

1,079

Profit for the year

163

At 31 December 2024

1,242

14.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other companies within the group.

15.	ULTIMATE PARENT COMPANY

The ultimate controlling party is KPS Capital Partners.

The group consolidated statements are the consolidated IFRS financial statements for Speira Bidco II AS, Norway.