Company Registration No. SC468667 (Scotland)
INTERVENTEK SUBSEA ENGINEERING LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
PAGES FOR FILING WITH REGISTRAR
INTERVENTEK SUBSEA ENGINEERING LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 12
INTERVENTEK SUBSEA ENGINEERING LIMITED
BALANCE SHEET
AS AT
28 FEBRUARY 2025
28 February 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,467
19,558
Tangible assets
5
402,484
478,170
403,951
497,728
Current assets
Stocks
112,766
87,475
Debtors
6
2,049,665
1,015,250
Cash at bank and in hand
2,668,765
3,082,207
4,831,196
4,184,932
Creditors: amounts falling due within one year
7
(1,521,711)
(1,446,981)
Net current assets
3,309,485
2,737,951
Total assets less current liabilities
3,713,436
3,235,679
Creditors: amounts falling due after more than one year
8
(695,119)
(695,119)
Deferred taxation
9
(96,081)
(33,898)
Net assets
2,922,236
2,506,662
Capital and reserves
Called up share capital
11
231,031
231,031
Share premium account
12
472,612
472,612
Profit and loss reserves
13
2,218,593
1,803,019
Total equity
2,922,236
2,506,662

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered 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 27 January 2026 and are signed on its behalf by:
A Duncan
Director
Company Registration No. SC468667
INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 2 -
1
Accounting policies
Company information

Interventek Subsea Engineering Limited ("the company") is a private company limited by shares incorporated and domiciled in Scotland. The registered office is Unit 4 International View, ABZ Business Park, Dyce, Aberdeen, AB21 0BJ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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

1.2
Going concern

At the time of approving these financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. In reaching this conclusion, the directors have prepared a financial outturn forecast for financial year ended 28 February 2026, plus detailed forecast financial projections for financial year ended 28 February 2027, including profit and loss, cash flow and balance sheet elements. Performance against actual will be regularly reviewed throughout the forecast period. These forecast financial projections demonstrate that the company will be able to meet its liabilities as they fall due from existing facilities.true

At the balance sheet date, the company has a strong balance sheet, including £2.7m (2024: £3.1m) in cash reserves. Post year-end trading has been strong for the company. Additionally, the company benefits from supportive shareholders who continue to support the business with existing debt and equity.

As such, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration from the contracts for sale of goods provided in the normal course of business and is shown net of VAT and other sales related taxes. Non-contract turnover is recognised when goods are sold, being the point at which the risks and rewards of ownership are transferred to the customer.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion where the progress of contract work can be assessed with reasonable certainty. In accordance with note 1.9, the stage of completion is identified by comparing the engineering progress of a contract as a percentage of the overall estimated contract delivery timetable and apply this to the contract value. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 3 -
1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated and amortised over a life of 5 years.

1.5
Intangible fixed assets

Intangible assets, including software, are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Software is amortised over a period of 3 years.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold property
- 33% straight line
Plant and machinery
- 20% to 33% straight line
Fixtures and Fittings
- 33% straight line
Office Equipment
- 33% straight line

Assets in the course of construction are not depreciated.

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 the profit and loss account.

1.7
Impairment of fixed assets

At each reporting period end date, the company 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Stocks

Stocks are stated at the lower of cost and n et realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Net realisable value is calculated as estimated selling price less costs to complete and sell.

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 and loss account. Reversals of impairment losses are also recognised in the profit and loss account.

INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 4 -
1.9
Contract accounting

Turnover is calculated by reference of the value of the work performed to date as a proportion of the total contract value. If the final outcome can be assessed with reasonable certainty, profit is recognised on long-term contracts by including it in the profit and loss account as turnover and related costs, as contract activity progresses.

Where the invoiced value of work performed on a long-term contract is less than the actual value of work performed by reference to the proportion of overall estimated contract cost incurred, the difference is recorded as amounts recoverable on contracts and included within debtors due within one year.

Where payments are received from customers which exceed the value of the work performed on a long-term contract, the excess amounts are recorded as amounts payable under contracts and included within creditors falling due within one year.

Where actual costs spent as at the year end are greater than costs estimated as a proportion of the total contract value, work in progress and accrued costs are recognised within stock and creditors falling due within one year.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.11
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention 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 cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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.

INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including creditors, and loan notes are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities are not amortised.

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. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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 profit and loss account 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 company’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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 company 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 stock or fixed assets.

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

1.15
Retirement benefits

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

INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 6 -
1.16
Foreign exchange

Transactions in currencies other than pounds sterling 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 the profit and loss account.

2
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Accounting for loans

The company has shareholder loan notes which are included within other creditors. The shareholder loan notes have no fixed date of repayment, are interest free and are repayable at par on the earlier of a sale, listing, or when the board believe the company has surplus cash available to redeem the loan notes. Management have concluded that the timing of any event which would trigger repayment is too uncertain in order to estimate the fair value of the loan notes in accordance with section 11 of FRS 102 and have therefore continued to carry these loan notes at their full undiscounted amount. The directors believe that this departure is necessary to ensure that the accounts show a true and fair view. In management's opinion the loan notes repayment scenarios are also indicative of a longer term creditor classification.

Share options

The company has issued a number of share options to certain employees of the company. No share based payment has been recognised as there is no clarity as to when an exit event may occur and therefore it is not probable that the options will vest.

Key sources of estimation uncertainty

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

Contract accounting

Contract accounting impacts a number of significant account balances within the company’s financial statements including: turnover, cost of sales, amounts recoverable on contracts within debtors, and work in progress. Turnover, cost and ultimately profit recognised in respect of contracts requires estimations on the outcome of contracts including the stage of completion, variations in the contract and any expected changes in costs.

There are no other critical judgements or key sources of estimation uncertainty that the directors believe significantly impact the company.

INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 7 -
3
Employees

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

2025
2024
Number
Number
Total
26
33
4
Intangible fixed assets
Software
Development costs
Total
£
£
£
Cost
At 1 March 2024 and 28 February 2025
222,140
86,522
308,662
Amortisation and impairment
At 1 March 2024
202,582
86,522
289,104
Amortisation charged for the year
18,091
-
0
18,091
At 28 February 2025
220,673
86,522
307,195
Carrying amount
At 28 February 2025
1,467
-
0
1,467
At 29 February 2024
19,558
-
0
19,558
INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 8 -
5
Tangible fixed assets
Leasehold property
Assets under construction
Plant and machinery
Fixtures and Fittings
Office Equipment
Total
£
£
£
£
£
£
Cost
At 1 March 2024
166,827
424,699
674,856
68,018
129,433
1,463,833
Prior year adjustment (see below)
-
-
(250,000)
-
-
(250,000)
At 1 March 2024 (as restated)
166,827
424,699
424,856
68,018
129,433
1,213,833
Additions
-
0
46,643
13,600
739
3,504
64,486
Transfers
-
0
(412,657)
412,657
-
0
-
0
-
At 28 February 2025
166,827
58,685
851,113
68,757
132,937
1,278,319
Depreciation and impairment
At 1 March 2024
166,827
-
0
630,684
66,951
121,201
985,663
Prior year adjustment (see below)
-
-
(250,000)
-
-
(250,000)
At 1 March 2024 (as restated)
166,827
-
380,684
66,951
121,201
735,663
Depreciation charged in the year
-
0
-
0
133,442
621
6,109
140,172
At 28 February 2025
166,827
-
0
514,126
67,572
127,310
875,835
Carrying amount
At 28 February 2025
-
0
58,685
336,987
1,185
5,627
402,484
At 29 February 2024
-
0
424,699
44,172
1,067
8,232
478,170

The prior year adjustment represents a valve which had been capitalised and was sold in the previous year, as part of the company’s normal trading operations. This asset had been fully depreciated and so had a nil net book value but was not removed from the fixed asset register at the point of sale in the prior year. The prior year adjustment now corrects this position in the current year financial statements. There was no impact on the prior year’s primary financial statement.

6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
793,321
197,268
Accrued income on contracts
555,059
614,224
Other debtors
701,285
203,758
2,049,665
1,015,250
INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 9 -
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
650,035
371,332
Corporation tax
77,649
-
0
Other taxation and social security
47,766
-
0
Payments received on account
98,802
320,676
Other creditors
647,459
754,973
1,521,711
1,446,981

The company's bankers hold a bond and floating charge over the assets of the company.

Included within other creditors are £28,626 (2024: £13,349) of outstanding contributions to the company's defined contribution pension scheme.

8
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
695,119
695,119

Included within other creditors are the company's unsecured loan notes of £695,119 (2024: £695,119). These unsecured loan notes are repayable at par on the earlier of a listing, a sale or when the board believe the company has surplus cash to redeem the loan notes. All of these scenarios are indicative of a long term creditor classification in the opinion of the directors. The loan notes do not bear interest and are measured at the undiscounted amount payable. The loan notes rank before the ordinary shareholders on wind up of the company. Subsequent to the year end date, the Company repaid shareholder loan notes totalling £163,982.

INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 10 -
9
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Fixed asset timing differences
100,988
119,754
Short term differences
(4,907)
(2,396)
Tax losses
-
(83,460)
96,081
33,898
2025
Movements in the year:
£
Liability at 1 March 2024
33,898
Charge to profit or loss
62,183
Liability at 28 February 2025
96,081
10
Share options
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 March
24,156
7,466
8.77
1.00
Granted
-
0
16,690
-
0
12.24
Lapsed
(2,714)
0
-
0
1.00
-
0
Outstanding at 28 February
21,442
24,156
9.75
8.77
Exercisable at 28 February
16,030
18,744
8.91
7.76

Of the ordinary share options in issue, 5,412 ordinary share options granted to certain employees cannot be exercised if their 2015/16 options are exercised or until after the 2015/16 exercise period lapses. This scheme provided for certain employees to exercise granted share options in the future if certain conditions are met. The exercise of these equity settled based options will generally be on a sale or change of control of the business and the options lapse on the tenth anniversary of the date of grant. Options are also forfeited if the employee leaves the business before the options vest.

No share based payment has been recognised as there is no clarity as to when an exit event may occur at the date of signing these financial statements and therefore the number of options expected to vest is nil. Post year end, 12,522 share options have been granted to employees under EMI at an exercise price of £12.52. The exercise of any future options granted are expected to generally be on sale or change of control of the business. The options lapse on the tenth anniversary of the date of grant or are forfeited if the employee leaves the business before the options vest.

INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 11 -
11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
207,756
207,756
207,756
207,756
"A" Ordinary shares of £1 each
23,275
23,275
23,275
23,275
231,031
231,031
231,031
231,031

The holders of “A” ordinary shares are not entitled to dividends and are only entitled to £1 on exit or return of capital. Both classes of shares carry no right to fixed income. In all other respects the shares rank pari passu.

During the year, nil (2024: 1,628) Ordinary shares were issued for consideration of nil (2024: £19,926) to a director.

12
Share premium account

The share premium account contains the premium arising on issue of equity shares, net of issue expenses.

13
Profit and loss reserves

The profit and loss account represents accumulated profits and losses, net of dividends.

14
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
900,000
150,000

Operating lease commitments represent the lease on the company's premises, which was extended during the financial year.

15
Events after the reporting date

Loan notes repayment

Subsequent to the year end date, the Company repaid shareholder loan notes totalling £163,982. These repayments were made in accordance with the terms of the loan notes.

Share repurchase

Following the year end, the Company repurchased 13,576 ordinary shares for a total consideration of £169,972. These shares were subsequently cancelled, resulting in a reduction in the Company's issued share capital.

Share options issue

Post year end, 12,522 share options have been granted to employees under EMI at an exercise price of £12.52. The options lapse on the tenth anniversary of the date of grant or are forfeited if the employee leaves the business before the options vest.

INTERVENTEK SUBSEA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 12 -
16
Ultimate controlling party

No individual shareholder is deemed to have overall control.

17
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Lisa Thomson and the auditor was Johnston Carmichael LLP.
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