Company Registration No. SC714604 (Scotland)
ALLRIG HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ALLRIG HOLDCO LIMITED
COMPANY INFORMATION
Director
Robert McInnes
Company number
SC714604
Registered office
c/o Regus Berry Street
1 Berry Street
Aberdeen
UK
AB25 1HF
Auditor
Consilium Audit Limited
169 West George Street
Glasgow
G2 2LB
ALLRIG HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Parent company statement of financial position
11
Group statement of changes in equity
12
Parent company statement of changes in equity
13
Group statement of cash flows
14
Notes to the group financial statements
15 - 33
ALLRIG HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents the strategic report and consolidated financial statements for Allrig Holdco Limited (the Group) for the year ended 31 December 202 4.

Review of the business

I am pleased to present the trading results for the Group for the year to 31 December 202 4.

The profit for the year, after taxation, amounted to $0.5 m (202 3: $2.6 m).

The Group achieved revenues of $3 3.5 m (202 3: $34.3 m) with a gross profit margin of 25% (202 3: 31%).

The trading results in 202 4 were the result of the Group’s strategy of using its core technical, engineering and service capabilities to align our global operations across the regions with the needs of our customers.

| Group | Group
| 2024 | 2023
| $000s | $000s
Revenue | 33,491 | 34,269
Profit/(loss) before tax | 9 77 | 2,968
Net assets/liabilities | 1,722 | 1,179

Principal activities and review of the company

The Group is structured to deliver market-leading products and services to meet the technical and commercial challenges of oil and gas drilling companies.

Principal risk and uncertainties

The management of the business and execution of the Group’s strategy is subject to some risks. The risks affecting the Group are set out below. Risks are formally reviewed by the director and appropriate processes are put in place to monitor and mitigate them. If more than one adverse event occurs, it is possible that the overall effect of such events would be compounded.

Going Concern

Due to the nature of the markets in which the Group operates and the type of contracts that the Group is able to tender for, there is a short lead time in potential contract awards. Although lead time is short, the outlook for 202 5 remain s very positive.

Key Individuals

The Group’s future performance depends heavily on its ability to retain the services of its key employees and to be able to retain and attract the services of suitable personnel. The loss of the services of any such key employees could have an adverse impact on the business and the prospects of the Group.

Financial Risk Management

The Group’s financial risks are discussed in Note 17 to the consolidated financial statements.

Market and Economic Risk

The Group is also exposed to market and economic risks in the normal course of business. These risks include, but are not limited to, global oil and gas market conditions including specifically the offshore drilling segment, the Group’s ability to develop and market new products and services successfully, competition, pressures on pricing from suppliers and customers, disruptions to the supply of goods, technology changes, the ability to attract and retain talent, environmental issues and changes to legislation. The Group manages these risks by maintaining strong relationships with customers and suppliers and by its executive management board conducting business reviews on a regular basis to ensure the risks are appropriately managed.

Future developments

The Group’s strategy continues to be aligned with the needs of its key clients and we continue to invest in infrastructure local to key markets. This has seen the Group winning new business in 2024 in significant markets such as UK and Mexico.

- 1 -
ALLRIG HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

On behalf of the board

Robert McInnes
Director
21 January 2026
- 2 -
ALLRIG HOLDCO LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and Group consolidated financial statements for the year ended 31 December 2024.

Results and dividends

Allrig Holdco Limited (the Company) was incorporated on 9 November 2021, acquiring Allrig Energy Inc on 21 December 2021. The Group did not trade until 14 April 2022, when the Company acquired Allrig Limited, Allrig Middle East DMCC, Allrig Asia PTE Ltd and Allrig AS, with Allrig Energy Inc purchasing its business assets on that same date.

The Group profit for the year, after taxation, amounted to $0.5m (2023: $2.6m). The director recommends no dividend for the period.

Going concern

The director is required to state whether it is appropriate to adopt the going concern basis of accounting in preparing the financial statements, and to identify any material uncertainties to the Group's ability to continue as a going concern over a period of at least 12 months from the date of approval of the financial statements.

The Group received external funding in the first half of 2025 and despite the unaudited management accounts for the period to July 2025 showing operating losses being incurred at both the company and group level, the Group has cash reserves at the end of July to support the forecast level of trade throughout the remainder of 2025 and 2026. The company continues to receive funding from the group as required to meet its liabilities as required.

The director has considered this position and the trading outlook for the Company and wider Group, and has taken account of reasonably possible changes in trading performance by preparing financial projections that cover the period to at least 30 September 2026. Based on assumptions that the director regards as reasonable, these financial projections demonstrate that it is expected that the Group will return to profitability over this period, continuing to meet financial obligations as they fall due.

It should be noted that, due to the nature of the markets in which the Group operate and the type of contracts that the Group are able to tender for, there is a short lead time in potential contract awards. The financial projections for the 12 month period assumes revenues and cash flows from new sales contracts which have not yet been awarded. If these contracts were not awarded as the Group have forecast, this could result in a position where the Company would not have sufficient resources to meet its obligations over the forecast period as the Company is reliant on funding from Group companies to meet its liabilities.

As a consequence of the above, there remains material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. However, it is the director's intention that financial support from other g roup companies will be provided if the Company was to have insufficient funds to make payments as they fall due.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Robert McInnes
Directors liabilities

During the period, the Company had in force an indemnity provision in favour of all the directors of the Group against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third-party indemnity provision remains in force as at the date of approving the director's report.

- 3 -
ALLRIG HOLDCO LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Employee

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through formal and informal meetings.

The Group gives full and fair consideration to applications for employment from disabled persons. Group policy supports the further training, career development and promotion of any disabled persons with the Group, including those persons who may have become disabled whilst employed with the Group.

Health and safety

Our goal is to integrate best practice health and safety into all our operations as we strive to eliminate injury and ill health and to manage any higher risk activities. We are equally committed to providing a healthy and safe working environment for all employees, contractors and visitors.

Future developments

The Group’s strategy continues to be aligned with the needs of its key clients and we continue to invest in infrastructure local to key markets. This has seen the Group winning new business in 202 4 in significant markets such as UK and Mexico.

Auditor

Consilium Audit Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the director must not approve the financial statements unless he is 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, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

The director is 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. He is 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.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

- so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

- the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

- 4 -
ALLRIG HOLDCO LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
On behalf of the board
Robert McInnes
Director
21 January 2026
- 5 -
ALLRIG HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ALLRIG HOLDCO LIMITED
Opinion

We have audited the financial statements of Allrig Holdco Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

- the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

- the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance of the provisions of the Companies Act 2006; and

- the financial statements 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

Material uncertainty relating to going concern

In forming our opinion, which is not qualified, we have considered the adequacy of the disclosures made in note 1.4 to the financial statements concerning the group and company's ability to continue as a going concern. The Group continues to provide financial support to the company. In addition, due to the nature of the markets in which the Group operates, there is a short lead time in contract awards which creates uncertainty due to the timing and quantum of the revenue, These conditions, along with the other matters explained in note 1.4 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the group and company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group and company were unable to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

- 6 -
ALLRIG HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ALLRIG HOLDCO LIMITED

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's 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 group and parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the director's r eport.

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

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

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

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

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

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 auditor's 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.

- 7 -
ALLRIG HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ALLRIG HOLDCO LIMITED

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

- We identified the laws and regulations applicable to the group through discussions with directors and management and from our knowledge of the regulatory environment relevant to the group.

- We assessed the extent of compliance with laws and regulations through making enquiries of management and inspecting legal correspondence.

- We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, suspected and alleged fraud.

- To address the risk of fraud through management bias and override of controls, we tested journal entries to identify unusual transactions, we assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias and we investigated the rationale behind significant or unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 him in an auditor's 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.

Brian Thomson BA(Hons) CA
Senior Statutory Auditor
For and on behalf of Consilium Audit Limited
Statutory Auditor
169 West George Street
Glasgow
Scotland
G2 2LB
21 January 2026
- 8 -
ALLRIG HOLDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
Notes
$
$
Turnover
4
33,490,740
34,269,319
Cost of sales
(25,032,453)
(23,777,071)
Gross profit
8,458,287
10,492,248
Other operating income
4,483
3,893
Administrative expenses
(7,205,606)
(7,250,623)
Operating profit
5
1,257,164
3,245,518
Finance costs
9
(280,107)
(277,794)
Profit before taxation
977,057
2,967,724
Income tax expense
10
(490,483)
(351,055)
Profit and total comprehensive income for the year
486,574
2,616,669
Profit for the year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
The notes on pages 15 to 33 form part of these financial statements.
- 9 -
ALLRIG HOLDCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
2024
2023
Notes
$
$
Non-current assets
Property, plant and equipment
12
505,750
412,584
Deferred tax asset
21
32,459
-
0
538,209
412,584
Current assets
Inventories
14
305,335
601,668
Trade and other receivables
15
10,949,930
9,028,006
Cash and cash equivalents
856,553
1,683,387
12,111,818
11,313,061
Current liabilities
Trade and other payables
18
6,587,920
5,779,774
Current tax liabilities
277,099
112,837
Borrowings
20
3,182,719
3,583,901
10,047,738
9,476,512
Net current assets
2,064,080
1,836,549
Non-current liabilities
Trade and other payables
18
873,009
916,111
Borrowings
20
7,345
154,374
880,354
1,070,485
Net assets
1,721,935
1,178,648
Equity
Called up share capital
23
1
1
Translation reserve
78,214
21,501
Retained earnings
1,643,720
1,157,146
Total equity
1,721,935
1,178,648
The notes on pages 15 to 33 form part of these financial statements.
The financial statements were approved and signed by the director and authorised for issue on 21 January 2026
Robert McInnes
Director
- 10 -
ALLRIG HOLDCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
2024
2023
Notes
$
$
Non-current assets
Investments
13
1,076,000
1,076,000
Current assets
Trade and other receivables
16
492,057
435,598
Current liabilities
Trade and other payables
19
2,157,572
2,004,718
Net current liabilities
(1,665,515)
(1,569,120)
Net liabilities
(589,515)
(493,120)
Equity
Called up share capital
23
1
1
Retained earnings
(589,516)
(493,121)
Total equity
(589,515)
(493,120)

As permitted by true s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The company's loss for the year was $96,395 (2023: $172,990).

The notes on pages 15 to 33 form part of these financial statements.
The financial statements were approved and signed by the director and authorised for issue on 21 January 2026
Robert McInnes
Director
Company Registration No. SC714604
- 11 -
ALLRIG HOLDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Translation reserve
Retained earnings
Total
$
$
$
$
Balance at 1 January 2023
1
112,907
(1,459,523)
(1,346,615)
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
2,616,669
2,616,669
Exchange differences on consolidation
-
(91,406)
-
(91,406)
Balance at 31 December 2023
1
21,501
1,157,146
1,178,648
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
486,574
486,574
Exchange differences on consolidation
-
56,713
-
56,713
Balance at 31 December 2024
1
78,214
1,643,720
1,721,935
The notes on pages 15 to 33 form part of these financial statements.
- 12 -
ALLRIG HOLDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Retained earnings
Total
$
$
$
Balance at 1 January 2023
1
(320,131)
(320,130)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(172,990)
(172,990)
Balance at 31 December 2023
1
(493,121)
(493,120)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(96,395)
(96,395)
Balance at 31 December 2024
1
(589,516)
(589,515)
The notes on pages 15 to 33 form part of these financial statements.
- 13 -
ALLRIG HOLDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
Notes
$
$
$
$
Cash flows from operating activities
Cash generated from operations
28
653,182
1,980,284
Interest paid
(70,736)
(26,611)
Tax paid
(358,680)
(275,623)
Net cash inflow from operating activities
223,766
1,678,050
Investing activities
Purchase of property, plant and equipment
(351,092)
(391,273)
Proceeds on disposal of property, plant and equipment
1,361
-
0
Payment of deferred consideration
-
(1,095,112)
Net cash used in investing activities
(349,731)
(1,486,385)
Financing activities
Proceeds from borrowings
-
750,000
Repayment of borrowings
(475,000)
-
Proceeds of new bank loans
-
0
420,694
Repayment of bank loans
(282,582)
(243,041)
Net cash (used in)/generated from financing activities
(757,582)
927,653
Net (decrease)/increase in cash and cash equivalents
(883,547)
1,119,318
Cash and cash equivalents at beginning of year
1,683,387
655,475
Effect of foreign exchange rates
56,713
(91,406)
Cash and cash equivalents at end of year
856,553
1,683,387
The notes on pages 15 to 33 form part of these financial statements.
- 14 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
Company information

Allrig Holdco Limited is a private company limited by shares incorporated in Scotland. The registered office is c/o Regus Berry Street, 1 Berry Street, Aberdeen, UK, AB25 1HF. The company's principal activities and nature of its operations are disclosed in the director's report.

The group consists of Allrig Holdco Limited and all of its subsidiaries.

1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in US dollars, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Allrig Holdco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

- 15 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
1.4
Going concern

As at 31 December 2024, the net assets of the Group are $1,721,935 (2023: $1,178,648).true

The director is required to state whether it is appropriate to adopt the going concern basis of accounting in preparing the financial statements, and to identify any material uncertainties to the Group’s ability to continue as a going concern over a period of at least 12 months from the date of approval of the financial statements.

The Group received external funding in the first half of 2025 and despite the unaudited management accounts

for the period to July 2025 showing operating losses being incurred at both the company and group level, the

Group has cash reserves at the end of July to support the forecast level of trade throughout the remainder of

2025 and 2026. The group continues to provide funding as required to meet its liabilities as required.

The director has considered this position and the trading outlook for the wider Group, and has

taken account of reasonably possible changes in trading performance by preparing financial projections that

cover the period to at least 30 September 2026. Based on assumptions that the director regards as

reasonable, these financial projections demonstrate that it is expected that the Group will return

to profitability over this period, continuing to meet financial obligations as they fall due.

It should be noted that, due to the nature of the markets in which the Group operates and the type of contracts that the Group is able to tender for, there is a short lead time in potential contract awards. The financial projections for the 12 month period assumes revenues and cash flows from new sales contracts which have not yet been awarded. If these contracts were not awarded as the Group has forecast, this could result in a position where the Group could not have sufficient resources to meet its obligations over the forecast period.

As a consequence of the above, there remains material uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. However, it is the director's view that the Group will have sufficient funds to make payments as they fall due.

1.5
Revenue

Revenue from contracts with customers is recognised when control of the services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. The Group has generally concluded that it is the principle in its revenue arrangements because it typically controls the services before transferring to the customer.

Rendering of services

The Group renders offshore and onshore oil and gas field services. The contracts are of short term nature and revenue for these services is recognised at a point in time when control of the service is transferred to the customer, generally on completion of the services.

The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the Group sale, the Group considers the effects of variable consideration, the existence of significant financing components, noncash consideration, and consideration payable to the customer (if any). The Group concluded that there was no other separate performance obligation.

1.6
Goodwill

Goodwill represents the excess of the cost of acquisition of a group of companies over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses. Amortisation is calculated to write off the cost of goodwill on a straight-line basis over its estimated useful life of 10 years.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

- 16 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
1.7
Property, plant and equipment

Property, p lant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes the cost directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all plant and equipment, other than assets under construction, on a straight-line basis over its expected useful life as follows:

Leasehold property - over the lease term

Plant and machinery - over 2 to 15 years

Fixtures and fittings - over 2 to 15 years

Computers - over 2 to 15 years

Motor vehicles - over 2 to 15 years

The carrying values of plant and equipment are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable, and are written down immediately to their recoverable amount. Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively.

An item of plant or equipment is derecognised upon disposal or where no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the derecognising of the asset is included in the income statement in the period of derecognising.

1.8
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.9
Impairment of tangible and intangible assets

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

- 17 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)

Recoverable amount is the higher of fair value less costs to sell and 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Inventories

Inventories are valued at the lower of cost and net realisable. Costs are those expenses incurred in bringing each product to its present location and condition and are determined using the weighted average method.

Net realisable value is based on estimated selling price less any further costs to be incurred on disposal.

1.11
Financial assets

Financial assets are recognised in the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss
- 18 -

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling 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.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

- 19 -

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.12
Financial liabilities

The Group recogni s es financial debt when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee 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 inventories or non-current assets.

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

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Foreign exchange

Transactions in currencies other than US dollar are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

- 20 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Critical accounting estimates and judgements

In the application of the Group's accounting policies, the director is 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Short-term leases and low-value assets

The Group applied the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applied the lease of low-value assets recognition exemption to leases of office and warehouses that are considered to be low value. Lease payments on short-term leases and leases of low- value assets are recognised as expense on a straightline basis over the lease term.

Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. The judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Key sources of estimation uncertainty
Allowance for expected credit losses of trade receivables

The Group uses a provision matrix to calculate expected credit losses for trade receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns. The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

Any difference between the amounts actually collected in future periods and the amounts expected will be recognised i n the statement of comprehensive income.

Useful lives of property, plant and equipment

The Group's management determines the estimated useful lives of its property and equipment and investment properties for calculating depreciation. This estimate is determined after considering the expected usage of the asset or physical wear and tear. Management reviews the residual value and useful lives annually and future depreciation charge would be adjusted where the management believes the useful lives differ from previous estimates.

Fair value of financial instruments

When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgment includes consideration of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

- 21 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised standards and interpretations have been adopted by the group and have an effect on the current period or a prior period or may have an effect on future periods:

- Reference to the Conceptual Framework – Amendments to IFRS 3.

- Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16 Lease.

- Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37.

- FRS 9 Financial Instruments – Fees in the ‘10 per cent’ test for derecognition of financial liabilities.

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

- Lack of exchangeability – Amendments to IAS 21 (The amendments will be effective for annual reporting periods beginning on or after 1 January 2025. Early adoption is permitted but will need to be disclosed)

- Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (The amendments will be effective for annual reporting periods beginning on or after 1 January 2026. Entities can early adopt the amendments that relate to the classification of financial assets plus the related disclosures and apply the other amendments later)

- Hedge Accounting by a First-time Adopter - IFRS 1 First-time Adoption of International Financial Reporting Standards (The amendments will be effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted)

- Gain or Loss on Derecognition - IFRS 7 Financial Instruments: Disclosures (The amendments will be effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted)

- Lessee Derecognition of Lease Liabilities - IFRS 9 Financial Instruments (The amendments will be effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted)

- Transaction Price - IFRS 9 Financial Instruments (The amendments will be effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted)

- Determination of a 'De Facto Agent’- IFRS 10 Financial Statements (The amendments will be effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted)

- Cost Method – IAS 7 Statement of Cash Flows (The amendments will be effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted)

- Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (The amendments will be effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted, but will need to be disclosed)

- IFRS 18 Presentation and Disclosure in Financial Statements (The amendments will be effective for annual reporting periods beginning on or after 1 January 2027. Earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively)

- IFRS 19 Subsidiaries without Public Accountability: Disclosures (The amendments will be effective for annual reporting periods beginning on or after 1 January 2027. Earlier application is permitted and must be disclosed)

- Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 (In December 2015, the IASB decided to defer the effective date of the amendments until such time as it has finalised any amendments that result from its research project on the equity method. The amendments must be applied prospectively. Early application is still permitted and must be disclosed)

The above standards, amendments and interpretations are not expected to have any material impact on the financial statements of the Group.

- 22 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Revenue
2024
2023
$
$
Revenue analysed by class of business
Rendering of services
28,065,754
30,337,988
Sale of parts
5,424,986
3,931,331
33,490,740
34,269,319

The group has elected not to disclose the segmental information by geographical split as it would be prejudicial to the group.

5
Operating (loss)/profit
2024
2023
$
$
Operating profit for the year is stated after charging/(crediting):
Exchange losses
130,393
7,625
Depreciation of property, plant and equipment
257,926
196,060
Profit on disposal of property, plant and equipment
(1,361)
-
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the group and company
77,500
70,000
7
Employees

The average monthly number of persons (including directors), employed by the group during the year was:

2024
2023
Number
Number
Operations
77
76
Sales
9
7
Administration
31
28
Total
117
111
- 23 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Employees
(Continued)

Their aggregate remuneration comprised:

2024
2023
$
$
Wages and salaries
8,373,735
7,979,957
Social security costs
115,947
109,520
Pension costs
41,759
30,114
8,531,441
8,119,591
8
Director's remuneration
2024
2023
$
$
Remuneration for qualifying services
235,312
235,312
9
Finance costs
2024
2023
$
$
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
272,231
271,561
Other interest payable
7,876
6,233
Total interest expense
280,107
277,794
10
Income tax expense
2024
2023
$
$
Current tax
Foreign taxes and reliefs
490,483
351,055
490,483
351,055

No deferred tax asset has been recognised in relation to unrelieved tax losses due to the uncertainty over the timing of recognition of such losses.

- 24 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Intangible assets
Goodwill
$
Cost
At 1 January 2023
457,701
At 31 December 2023
457,701
At 31 December 2024
457,701
Amortisation and impairment
At 1 January 2023
457,701
At 31 December 2023
457,701
At 31 December 2024
457,701
Carrying amount
At 31 December 2024
-
0
- 25 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Property, plant and equipment
Leasehold property
Fixtures and fittings
Plant and machinery
Computers
Motor vehicles
Total
$
$
$
$
$
$
Cost
At 1 January 2023
-
0
9,425
298,422
47,708
2,837
358,392
Additions
28,785
19,118
317,303
26,067
-
0
391,273
At 31 December 2023
28,785
28,543
615,725
73,775
2,837
749,665
Additions
-
0
4,368
300,164
47,550
-
0
352,082
Disposals
-
0
(536)
-
0
-
0
(2,837)
(3,373)
Foreign currency adjustments
(990)
-
0
-
0
-
0
-
0
(990)
At 31 December 2024
27,795
32,375
915,889
121,325
-
0
1,097,384
Accumulated depreciation and impairment
At 1 January 2023
-
0
1,752
123,221
14,475
1,573
141,021
Charge for the year
3,598
8,050
162,654
20,494
1,264
196,060
At 31 December 2023
3,598
9,802
285,875
34,969
2,837
337,081
Charge for the year
13,774
10,607
213,946
19,599
-
0
257,926
Eliminated on disposal
-
0
(536)
-
0
-
0
(2,837)
(3,373)
At 31 December 2024
17,372
19,873
499,821
54,568
-
0
591,634
Carrying amount
At 31 December 2024
10,423
12,502
416,068
66,757
-
505,750
At 31 December 2023
25,187
18,741
329,850
38,806
-
412,584
13
Investments (company)
Non-current
2024
2023
$
$
Investments in subsidiaries
1,076,000
1,076,000
- 26 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Investments (company)
(Continued)
Investment in subsidiary undertakings
The Company has the following investments in subsidiaries:
Company
Country of Incorporation
Class of Shares Held
Ownership
Allrig Asia PTE Limited
Singapore
Ordinary
100%
Allrig Energy Inc.
USA
Ordinary
100%
Allrig Limited
UK
Ordinary
100%
IRM Energy SA De CV Mexico
Mexico
Ordinary
100%
Allrig Middle East DMCC *
UAE
Ordinary
100%
Allrig India PTE Limited *
India
Ordinary
100%
Allrig Asia Sdn Bhd *
Malaysia
Ordinary
100%
Allrig Repair and Maintenance of Oil and Gas Equipment LLC *
UAE
Ordinary
49%**
* Investment held through subsidairy undertaking.
** Although the shareholding is 49%, the group has full rights to keep the profits and to settle all liabilities.
Nature of business
All companies in the above table are Oil and Gas Service companies.
14
Inventories
2024
2023
$
$
Raw materials
4,084
-
Work-in-progress
276,861
557,013
Non-part inventories
24,390
44,655
305,335
601,668
15
Trade and other receivables (group)
2024
2023
$
$
Trade receivables
9,845,842
6,978,631
VAT recoverable
39,728
41,143
Other receivables
515,843
1,140,118
Prepayments
548,517
868,114
10,949,930
9,028,006
- 27 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Trade and other receivables (company)
2024
2023
$
$
Amounts owed by fellow group undertakings
469,774
400,616
Other receivables
1
1
Prepayments
22,282
34,981
492,057
435,598
17
Financial risk management objectives and policies

The Group’s principal financial liabilities comprise accounts payable and accruals, excluding advance from customers and VAT payable, deferred consideration, loans from related parties and bank borrowing. The main purpose of these financial liabilities is to finance the Group’s operations.

The Group has various financial assets such as bank balances, cash in hand, trade receivables, amounts due from related parties and deposits.

The management has overall responsibility for the Group and oversight of the Group’s risk management framework and for developing and monitoring the Group’s risk management policies. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions, products and services offered. The Group’s management oversees the management of these risks. The Group through its training and management standards and procedures, aims to develop a disciplined and constructive control environment, in which all the employees understand their roles and obligations.

The main risks arising from the Group’s financial instruments are:

Interest rate risk

The interest rate risk is the risk that the fair value of future cash flows of financial instrument will fluctuate because of changes in market interest rates.

The Group is not exposed to any significant interest rate risk since there is no significant floating interest-bearing assets or liabilities at reporting date.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group is exposed to credit risk on its trade receivables, amounts due from related parties, bank balances, deposits and advance to employees as follows:

2024
2023
$
$
Trade receivables
9,845,842
6,978,631
Bank balances
856,553
1,680,714
Due from related parties
-
352,291
Retentions
-
188,763
Deposits
39,524
47,087
Advances to employees
10,341
80,381
Total
10,752,260
9,327,867
- 28 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Financial risk management objectives and policies
(Continued)

Bank balances

Credit risk from balances with banks is managed by the Group’s finance department in accordance with the Group’s policy. Counterparty credit limits are reviewed and updated throughout the year.

Trade receivables

Credit risks related to trade receivables are managed subject to the Group’s policy, procedures and control relating to customer credit risk management. Credit limits are established for all customers based on the credit quality of customers is assessed by management. Outstanding customer trade receivables are regularly monitored.

The requirement for impairment is analysed at each reporting date on an individual basis for major customers.

Additionally, a large number of minor trade receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on actually incurred historical data. The Group does not hold collateral as security. The Group’s t e n largest customers account for 81% of outstanding trade receivables at 31 December 202 4 (8 7% at 31 December 202 3). An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.

The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., by geographical region, product type, customer type and rating). The calculation reflects the probability weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

The letters of credit and other forms of credit insurance are considered integral part of trade receivables and considered in the calculation of impairment. Set out below is the information about the credit risk exposure on the Group’s trade receivables using a provision matrix:

2024
2023
$
$
Estimated total gross carrying amount of default
9,944,157
7,272,077
Expected credit loss %
0.99%
4.04%
Expected credit loss
98,315
293,446

Amounts due from related parties

Amounts due from related parties relate to transactions arising in the normal course of business with minimal credit risk. The maximum exposure to credit risk at the reporting date is the carrying value of the financial assets disclosed above.

Liquidity risk

The Group limits its liquidity risk by ensuring that adequate internally generated funds, if required, are available. The Group’s terms of service require amounts to be paid within 30-60 days of the date of invoice.The table below summarises the maturities of the Group’s undiscounted financial liabilities at 31 December, based on contractual payment dates and current market interest rates.

- 29 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Financial risk management objectives and policies
(Continued)
At 31 December 2024
Less than 3 months
3 to 12 months
1 to 5 years
Total
$
$
$
$
Trade payables
3,757,777
-
-
3,757,777
Loans
-
3,035,338
-
3,035,338
Other payables
930,060
-
873,009
1,803,069
Accrued expenses
1,900,083
-
-
1,900,083
Deferred consideration
-
-
-
-
Bank borrowing
80,001
67,380
7,345
154,726
Social security and other taxation
19,598
-
-
19,598
Total
6,687,519
3,102,718
880,354
10,670,591
At 31 December 2023
Less than 3 months
3 to 12 months
1 to 5 years
Total
$
$
$
$
Trade payables
2,538,441
-
-
2,538,441
Loans
250,967
3,050,000
-
3,300,967
Other payables
1,304,529
-
916,111
2,220,640
Accrued expenses
1,894,569
-
-
1,894,569
Deferred consideration
-
-
-
-
Bank borrowing
70,733
212,201
154,374
437,308
Social security and other taxation
42,235
-
-
42,235
Total
6,101,474
3,262,201
1,070,485
10,434,160

Currency risk

The Group is not exposed to any significant currency risk as it has the majority of its transactions, assets and liabilities denominated in USD. As the UAE Dirham (AED) is currently pegged to the US Dollar, balances in AED are not considered to represent significant currency risk.

18
Trade and other payables (group)
Current
Non-current
2024
2023
2024
2023
$
$
$
$
Trade payables
3,757,777
2,538,441
-
0
-
0
Accruals
1,900,083
1,894,569
-
0
-
0
Social security and other taxation
19,598
42,235
-
0
-
0
Other payables
910,462
1,304,529
873,009
916,111
6,587,920
5,779,774
873,009
916,111
- 30 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Trade and other payables (group)
(Continued)

Terms and conditions of the above financial liabilities:

- Trade payables are non-interest bearing and are normally settled on 30-60 days terms.

- Other payables are non-interest bearing and have an average term of two to three months.

19
Trade and other payables (company)
2024
2023
$
$
Trade payables
247,478
153,477
Amounts owed to fellow group undertakings
1,817,094
1,663,241
Accruals
93,000
188,000
2,157,572
2,004,718
20
Borrowings
Current
Non-current
2024
2023
2024
2023
$
$
$
$
Borrowings held at amortised cost:
Bank loans
147,381
282,934
7,345
154,374
Other loans
3,035,338
3,300,967
-
-
3,182,719
3,583,901
7,345
154,374

UK - term loan

During 2020, Allrig Limited received a $60,000 (£50,000) Bounce Back Loan from HSBC Bank UK. Interest on this loan is charged at 2.5%. Repayments of $1,106 (£887) per month over 5 years began in August 2021, with the Final Repayment Date July 2026.

Loan balance as at 31 December 2024 is $20,677 (2023: $33,882).

The repayment amount and timing of each instalment is based on a fixed interest rate of 2.5% payable on the outstanding principal amount of the Loan and applicable until the Final Repayment Date.

Middle East - term loan

Allrig Middle East DMCC obtained a new term loan amounting to AED 1,545,000 (USD 420,694) for a period of 18 months from a commercial bank based in UAE in 2023. The loan carries interest rate of 20.75% (2023: 20.75%) per annum. The term loan has been obtained for the purpose of financing working capital.

Loan balance as at 31 December 2024 is $134,049 (2023: $403,426).

Middle East - unsecured loans

Allrig Middle East DMCC has obtained loans from individuals. These loans carry fixed interest rate of 5% per annum on term loan 1 of USD 2,750,000 and 25% per annum on term loan 2 of USD 199,000 and are repayable within one year from the date of loan agreement.

Loan balance as at 31 December 2024 is $3,035,338 (2023: $3,300,967).

- 31 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

Tax losses
$
Deferred tax liability at 1 January 2023 and 1 January 2024
-
0
Deferred tax movements in current year
Credit to profit or loss
(32,459)
Deferred tax asset at 31 December 2024
(32,459)
22
Retirement benefit schemes
Defined contribution schemes

Allrig Limited operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The total costs charged to income in respect of defined contribution plans is $41,759 (2023: $30,114).

23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
$
$
Issued and fully paid
1 Ordinary share of $1 each
1
1
1
1
24
Capital risk management

The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder’s value.

The Group manages its capital structure and makes adjustments to it, in light of changes in business conditions. No changes were made in the objectives, policies or processes during the period ended 31 December 202 4. Capital comprises share capital and retained earnings/(accumulated losses) and is measured at $1,721,935 (2023: $1,178,648) as at 31 December 202 4.

The Group is not subject to any externally imposed capital requirements.

- 32 -
ALLRIG HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Fair values of financial instruments

Financial instruments comprise financial assets and financial liabilities.

Financial assets consist of cash and bank balances, trade receivables, deposits, advances to employees and amount due from related parties. Financial liabilities consist of trade payables, accrued expenses, amounts due to related parties, loans from related parties and bank borrowing.

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The fair value of the Group's financial assets and liabilities are not materially different from their carrying values largely due to the short-term maturities of these instruments.

26
Related party transactions

Related parties represent associated companies, subsidiaries, directors and key management personnel of the Group, and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group’s management. Transactions are not necessarily on an arm’s length basis.

27
Ultimate controlling party
The ultimate controlling party of the Company is Robert McInnes, who exercises control through his majority shareholding and directorship.
28
Cash generated from operations
2024
2023
$
$
Profit for the year after tax
486,574
2,616,669
Adjustments for:
Taxation charged
490,483
351,055
Finance costs
280,107
277,794
Gain on disposal of property, plant and equipment
(1,361)
-
Depreciation and impairment of property, plant and equipment
257,926
196,060
Decrease in provisions
-
(864,131)
Movements in working capital:
Decrease in inventories
296,333
19,823
Increase in trade and other receivables
(1,921,924)
(1,073,562)
Increase in trade and other payables
765,044
456,576
Cash generated from operations
653,182
1,980,284
- 33 -
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