Company No: SC398792 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	4	0		4,125
		0		4,125
Current assets
Debtors	5	215,283		542,376
Cash at bank and in hand		204,883		43,290
		420,166		585,666
Creditors: amounts falling due within one year	6	( 6,522,389)		( 5,759,163)
Net current liabilities		(6,102,223)		(5,173,497)
Total assets less current liabilities		(6,102,223)		(5,169,372)
Net liabilities		( 6,102,223)		( 5,169,372)
Capital and reserves
Called-up share capital	7	1		1
Profit and loss account		( 6,102,224 )		( 5,169,373 )
Total shareholder's deficit		( 6,102,223)		( 5,169,372)

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of SPEX Offshore (UK) Limited (registered number: SC398792) were approved and authorised for issue by the Board of Directors on 23 December 2025. They were signed on its behalf by:

Mr S R Craib Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

SPEX Offshore (UK) Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Blackwood House, Union Grove Lane, Aberdeen, AB10 6XU, United Kingdom. The trading address is First Floor, Unit 2, Dunnottar House, Howe Moss Drive, Kirkhill Industrial Estate, Aberdeen, AB21 0FN.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

On 30th June 2025 the entire share capital of the Company’s parent company Spex Group Holdings was purchased by Halliburton Global Holdings Limited “Halliburton”.

Since the date of acquisition, Halliburton have provided funding to the business and they have confirmed their willingness to continue to provide ongoing financial support to the group and its subsidiaries for at least the next 12 months from the date of approval of these financial statements.

In relation to ongoing litigation previously disclosed, the Scottish Court case has exhausted the appeals process by the third party and is considered closed, with awards to the Spex Group Companies. The Directors do not believe any liability to the Spex Group Companies remains pertaining to this matter.

With regards to the ongoing US Civil Case alleging the breach of a license agreement, the US Federal District Court has lifted the stay and allowed a 5th amended complaint to be filled by the Plaintiff. The Defendants have filed a Motion to Dismiss and the parties await the Court’s ruling on the motion. The Company has not made a provision in the accounts for any related liability, as it does not believe any liability exists.

At the time of approving the financial statements, the Directors have reviewed trading and cashflow forecasts for the next 12 months through to December 2026 and are satisfied that the Company will have sufficient financial resources to continue in operational existence for the foreseeable future.

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

Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Revenue is recognised as services are provided and stock is despatched.

Employee benefits

Short term benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

4 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.

Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, are recognised at transaction price.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. 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 that have a significant impact on the amounts recognised. The following are the critical judgements that the Directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Going concern:
Going concern assessment is a judgement exercised by management (see note 1.2).

Contingent Liability:
The directors have made a critical judgement regarding contingent liability (see note 8).

Recoverability of group receivables:
The company makes an assessment of the recoverable value of amounts due from fellow group undertakings. When assessing the recoverability of these amounts owed, management considers factors such as expected future trading performance of the group.

3. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	8		9

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2024	758,330		758,330
At 31 December 2024	758,330		758,330
Accumulated depreciation
At 01 January 2024	754,205		754,205
Charge for the financial year	4,125		4,125
At 31 December 2024	758,330		758,330
Net book value
At 31 December 2024	0		0
At 31 December 2023	4,125		4,125

5. Debtors

	2024		2023
	£		£
Trade debtors	203,691		535,774
Amounts owed by Group undertakings	11,592		6,592
Other debtors	0		10
	215,283		542,376

Amounts owed by group undertakings are interest free and repayable on demand. Repayments are not expected within 12 months.

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	93,293		132,982
Amounts owed to Group undertakings	6,387,619		5,414,015
Other taxation and social security	36,356		23,746
Other creditors	5,121		188,420
	6,522,389		5,759,163

Amounts owed to group undertakings are interest free and repayable on demand. Repayments are not expected within 12 months.

7. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
1 Ordinary share of £ 1.00	1		1

8. Contingencies

Contingent liabilities

In relation to ongoing litigation previously disclosed, the Scottish Court case has exhausted the appeals process by the third party and is considered closed, with awards to the Spex Group Companies. The Directors do not believe any liability to the Spex Group Companies remains pertaining to this matter.

With regards to the ongoing US Civil Case alleging the breach of a license agreement, the US Federal District Court has lifted the stay and allowed a 5th amended complaint to be filled by the Plaintiff. The Defendants have filed a Motion to Dismiss and the parties await the Court’s ruling on the motion. The Company has not made a provision in the accounts for any related liability, as it does not believe any liability exists.

9. Events after the Balance Sheet date

On 30th June 2025 the entire share capital of the Company’s parent company Spex Group Holdings was purchased by Halliburton Global Holdings Limited “Halliburton”.

10. Ultimate controlling party

Parent Company:

SPEX Group Holdings Limited

Blackwood House Aberdeen AB10 6XU