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Registered number: 02786348 RELYON NUTEC UK LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
RELYON NUTEC UK LIMITED
COMPANY INFORMATION
Directors | Mr T Harring
| Mr C Leyden
Registered number | 02786348
Registered office | Haverton Hill Industrial Estate
| Billingham
| Cleveland
| TS23 1PZ
Independent auditors | AAB Audit & Accountancy Limited
| Kingshill View
| Prime Four Business Park
| Kingswells
| Aberdeen
| AB15 8PU
RELYON NUTEC UK LIMITED
CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3
Directors' responsibilities statement | 4
Independent auditors' report | 5 - 8
Statement of comprehensive income | 9
Balance sheet | 10
Statement of changes in equity | 11
Notes to the financial statements | 12 - 28
RELYON NUTEC UK LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
RelyOn Nutec UK Limited is a leading global offshore survival training firm, that has been training individuals for more than 20 years, having training centres in the key energy hubs, Teesside, Aberdeen and Liverpool. The company, which delivers realistic training in a safe and controlled environment using the most recent equipment and simulators, has strong industry expertise servicing the global renewable energy, oil and gas, shipping, military and aviation industries.
Business review
The company had a positive 2025 with growth in several key areas. Turnover increased by 10.3% to £14m with an operating loss of £1.2m as we continued to focus on controlling our cost base. The business is well placed to return to an operating profit in 2026. Strategic acquisitions continue to form part of our strategy where this a clear business rationale. The company uses a number of financial and non-financial Key Performance Indicators (‘KPIs’) to measure performance and these are reported to senior management in regular meetings. These KPIs include turnover, EBITDA and course filling rates. RelyOn Nutec UK Limited continuously monitor these KPI’s to help meet the objectives of the business. Management consider that the company has an effective measurement and reporting system, consistent with the company’s size and complexity. In the period under review, turnover was £14m (2024: £12.7m) and EBITDA was £(0.2)m (2024: £0.9m). A loss after tax of £1.2m was reported. Net shareholders’ funds have decreased from £12.6m to £11.3m during the year.
Principal risks and uncertainties
The company operates in a competitive market where continued growth is dependent on maintaining customer relationships and ensuring the company is able to offer new services to attract new customers. The company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The company has no significant concentration of credit risk, with exposure spread over a large number of customers. Finance risk for the company is deemed low given the company has no external loans and has access to a Group facility as and when needed. RelyOn Nutec UK Limited has a very strong brand which is, to a great extent, the product of RelyOn Nutec UK Limited operating in a number of high profile areas. The strong brand is of material importance to the parent Group’s ability to retain and develop RelyOn Nutec UK Limited’s activities. There is consequently a very strong focus on ensuring that RelyOn Nutec UK Limited operates morally and ethically and delivers a high quality service. In assessing liquidity risk the directors monitor working capital closely and manage cash at a group level. The company has access to cash through an intercompany facility. Page 1
RELYON NUTEC UK LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
∙Turnover ∙EBITDA ∙EBITDA margin
Other key performance indicators
∙Course filling rates ∙Instructor utilisation This report was approved by the board and signed on its behalf.
Mr C Leyden Director
Date: 30 April 2026
Page 2
RELYON NUTEC UK LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The loss for the year, after taxation, amounted to £1,229,633 (2024 - profit £980,135).
Directors
The directors who served during the year were:
Mr T Harring
Mr C Leyden
Future developments
We continue to grow our digital and non oil & gas revenue streams with an increased focus on electrical training and new facilities in England. Our objective is to remain the preferred safety training partner to the renewable energy and oil & gas sectors while expanding in to adjacent sectors.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Mr C Leyden Director
Date: 30 April 2026
Page 3
RELYON NUTEC UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the statement of comprehensive income of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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. Page 4
RELYON NUTEC UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELYON NUTEC UK LIMITED
Opinion
We have audited the financial statements of RelyOn Nutec UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are 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. Page 5
RELYON NUTEC UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELYON NUTEC UK LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 6
RELYON NUTEC UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELYON NUTEC UK LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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. 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: We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: ∙Management override of controls to manipulate the Company’s key performance indicators to meet targets. ∙Timing and completeness of revenue recognition. ∙Compliance with relevant laws and regulations which may impact on the financial statements and those that the company needs to comply with for the purpose of trading. We discussed these risks with client management, designed audit procedures to address these risks including: ∙Testing of journal entries and other adjustments for appropriateness. ∙Reviewing judgements made my management in their calculation of accounting estimates for potential management bias. ∙Enquiries of management about litigation and claims and inspection of relevant correspondence. ∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 7
RELYON NUTEC UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELYON NUTEC UK LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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. James Pirrie (Senior statutory auditor) for and on behalf of AAB Audit & Accountancy Limited Statutory Auditor Kingshill View Prime Four Business Park Kingswells Aberdeen AB15 8PU 30 April 2026 Page 8
RELYON NUTEC UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 14,003,332 | 12,693,012
Cost of sales |  | (8,960,728) | (7,719,031)
Gross profit |  | 5,042,604 | 4,973,981
Administrative expenses |  | (6,273,849) | (4,594,018)
Other operating income | 5 | 34,609 | 21,816
Operating (loss)/profit | 6 | (1,196,636) | 401,779
Income from other fixed asset investments | 10 | - | 17,798
Interest receivable and similar income | 11 | 374,703 | 551,327
Interest payable and similar expenses | 12 | (231,328) | (68,728)
Tax on (loss)/profit | 13 | (176,372) | 77,959
(Loss)/profit for the financial year |  | (1,229,633) | 980,135
There are no items of other comprehensive income for 2025 or 2024 other than the (loss)/profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 12 to 28 form part of these financial statements.
Page 9
RELYON NUTEC UK LIMITED REGISTERED NUMBER:02786348
BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 3,428,917 |  | 3,843,630
Tangible assets | 15 |  | 7,619,529 |  | 3,184,965
Investments | 16 |  | 1,975,098 |  | 89,098
|  |  | 13,023,544 |  | 7,117,693
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 9,221,243 |  | 11,186,421 |
Cash at bank and in hand | 18 | 25,452 |  | 45,101 |
|  | 9,246,695 |  | 11,231,522 |
Creditors: amounts falling due within one year | 19 | (6,612,529) |  | (5,148,702) |
Net current assets |  |  | 2,634,166 |  | 6,082,820
Total assets less current liabilities |  |  | 15,657,710 |  | 13,200,513
Creditors: amounts falling due after more than one year | 20 |  | (3,481,781) |  | -
Provisions for liabilities |  |  |  |  |
Provisions | 23 | (831,397) |  | (626,348) |
|  |  | (831,397) |  | (626,348)
Net assets |  |  | 11,344,532 |  | 12,574,165
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 950,245 |  | 950,245
Profit and loss account |  |  | 10,394,287 |  | 11,623,920
|  |  | 11,344,532 |  | 12,574,165
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr C Leyden
Director
Date: 30 April 2026
The notes on pages 12 to 28 form part of these financial statements. Page 10
RELYON NUTEC UK LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 950,245 | 10,643,785 | 11,594,030
Profit for the year | - | 980,135 | 980,135
At 1 January 2025 | 950,245 | 11,623,920 | 12,574,165
Loss for the year | - | (1,229,633) | (1,229,633)
At 31 December 2025 | 950,245 | 10,394,287 | 11,344,532
| The notes on pages 12 to 28 form part of these financial statements.
Page 11
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
RelyOn Nutec UK Limited is a limited company incorporated in the United Kingdom. The registered office is Haverton Hill Industrial Estate, Billingham, Cleveland, TS23 1PZ. The principal activity of the business is training personnel within the oil & gas and renewables industries. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Bidco RelyOn Nutec A/S as at 31 December 2024 and these financial statements may be obtained from Kalvebod Brygge 45, 3rd Floor, 1560 København V, Copenhagen.
| 2.3 | Going concern
The directors of the parent Company have signalled their intention to provide support as required and the directors therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate capital resources to continue in operational existence for the foreseeable future and have therefore deemed it appropriate to prepare the accounts on a going concern basis. As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements. The Company maintained a strong orderbook at the year end. Page 12
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 13
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Profit and Loss account in the same period as the related expenditure.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Pensions
Defined contribution pension plan The Company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 14
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Profit and loss account over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the balance sheet date. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Page 15
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold buildings | - | 10-30 years
|  |  |  | Leasehold improvements | - | Over the term of the lease, maximum 10 years
|  |  |  | Fixtures and fittings | - | 4-5 years
|  |  |  | Training Equipment | - | 4-10 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 16
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.19 | Financial instruments
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 17
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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. Critical judgements in applying the Company’s accounting policies The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Revenue recognition In making its judgement, management considered the detailed criteria for the recognition of revenue from the sale of services set out in FRS 102 Section 23 Revenue and, in particular, whether revenue has been earned. Revenue is recognised on the first day a training course commences which is the date at which the customer is fully liable for the training provided. Key source of estimation uncertainty There are no key sources of estimation uncertainty.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Training Services | 13,864,637 | 12,370,920
| Other Services | 138,695 | 322,092
|  | 14,003,332 | 12,693,012
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 12,302,836 | 11,173,061
| Rest of Europe | 1,106,266 | 940,741
| Rest of the world | 594,230 | 579,210
|  | 14,003,332 | 12,693,012
Page 18
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 34,609 | 21,816
6. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 592,809 | 388,179
| Exchange differences | 75,660 | (33,889)
| Other operating lease rentals | 440,106 | 380,778
| Amortisation of intangible fixed assets | 447,643 | 134,525
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 34,400 | 32,800
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 19
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 4,570,881 | 3,642,489
| Social security costs | 567,307 | 376,701
| Cost of defined contribution scheme | 234,473 | 183,932
|  | 5,372,661 | 4,203,122
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Training related staff | 39 | 32
|  | Management and Administration | 60 | 55
|  |  | 99 | 87
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 202,023 | 229,834
|  | 202,023 | 229,834
| The highest paid director received remuneration of £202,023 (2024 - £229,834).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).
| The total accrued pension provision of the highest paid director at 31 December 2025 amounted to £NIL (2024 - £NIL).
10. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Income from fixed asset investments | - | 17,798
Page 20
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest received from Group undertakings | 374,703 | 551,327
12. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Intercompany interest paid from Group undertakings | 182,071 | -
| Bank and factoring interest | 49,257 | 68,728
|  | 231,328 | 68,728
13. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Foreign tax |  |
| Foreign tax on income for the year | 1,376 | 1,037
| Total current tax | 1,376 | 1,037
| Origination and reversal of timing differences | 206,036 | (78,996)
| Adjustments in respect of prior periods | (31,040) | -
| Total deferred tax | 174,996 | (78,996)
| Taxation on profit/(loss) on ordinary activities | 176,372 | (77,959)
Page 21
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 13.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (1,053,261) | 902,176
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (263,315) | 225,544
| Effects of: |  |
| Expenses not deductible for tax purposes | 29,507 | 12,199
| Capital allowances for year in excess of depreciation | 59,651 | 45,864
| Movement in deferred tax not recognised | 375,587 | 341,493
| Trade losses transferred | 4,951 | (699,387)
| Other permanent differences | (345) | (259)
| Adjustments to tax charge in respect of previous periods - deferred tax | (31,040) | -
| Non-taxable income | - | (4,450)
| Foreign tax credits | 1,376 | 1,037
| Total tax charge for the year | 176,372 | (77,959)
Page 22
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Intangible assets
|  | Goodwill | Other Intangible Assets | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 3,662,500 | 454,020 | 4,116,520
| Additions | - | 32,930 | 32,930
| At 31 December 2025 | 3,662,500 | 486,950 | 4,149,450
| Amortisation |  |  |
| At 1 January 2025 | 91,563 | 181,327 | 272,890
| Charge for the year on owned assets | 366,250 | 81,393 | 447,643
| At 31 December 2025 | 457,813 | 262,720 | 720,533
| Net book value |  |  |
| At 31 December 2025 | 3,204,687 | 224,230 | 3,428,917
| At 31 December 2024 | 3,570,937 | 272,693 | 3,843,630
Page 23
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Tangible fixed assets
|  | Land and Buildings | Leasehold improvements | Fixtures and fittings | Training equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2025 | 7,345,830 | 169,368 | 845,831 | 3,747,141 | 12,108,170
| Additions | 3,136,122 | 734,592 | 83,876 | 1,072,782 | 5,027,372
| Disposals | - | (93,434) | - | - | (93,434)
| Transfers between classes | (2,500) | 2,500 | - | - | -
| At 31 December 2025 | 10,479,452 | 813,026 | 929,707 | 4,819,923 | 17,042,108
| Depreciation |  |  |  |  |
| At 1 January 2025 | 5,052,935 | 147,392 | 710,500 | 3,012,378 | 8,923,205
| Charge for the year on owned assets | 230,073 | 34,190 | 49,755 | 278,790 | 592,808
| Disposals | - | (93,434) | - | - | (93,434)
| At 31 December 2025 | 5,283,008 | 88,148 | 760,255 | 3,291,168 | 9,422,579
| Net book value |  |  |  |  |
| At 31 December 2025 | 5,196,444 | 724,878 | 169,452 | 1,528,755 | 7,619,529
| At 31 December 2024 | 2,292,895 | 21,976 | 135,331 | 734,763 | 3,184,965
16. | Fixed asset investments
|  | Investment in subsidiaries
|  | £
| Cost or valuation |
| At 1 January 2025 | 89,098
| Additions | 1,886,000
| At 31 December 2025 | 1,975,098
| During the year, RelyOn Nutec UK Ltd acquired 100% of the issued share capital of RelyOn Glasgow Limited (previously Clyde Training Solutions Ltd), a company registered in Scotland.
Page 24
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,838,069 | 1,931,880
| Amounts owed by group undertakings | 6,229,934 | 8,018,526
| Other debtors | 301,897 | 125,805
| Prepayments and accrued income | 851,343 | 935,214
| Deferred taxation | - | 174,996
|  | 9,221,243 | 11,186,421
| The amounts owed by group undertakings include an amount of £3,929,605 (2024: £6,899,674), this relates to an unsecured intercompany loan accruing interest at SONIA plus 4%. The remaining amounts owed by group undertakings results from transactions with companies within the Group, these are repayable on demand and are not charged interest.
18. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 25,452 | 45,101
19. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 1,990,509 | 1,938,767
| Amounts owed to group undertakings | 2,502,728 | 1,202,425
| Other taxation and social security | 934,317 | 711,588
| Other creditors | 360,696 | 301,255
| Accruals and deferred income | 824,279 | 994,667
|  | 6,612,529 | 5,148,702
| The amounts owed to group undertakings results from transactions with companies within the Group and are payable on demand, are not interest bearing and are unsecured.
Page 25
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 3,481,781 | -
| The amounts owed to group undertakings of £3,481,781 (2024 nil), relate to an unsecured intercompany loan accruing interest at SONIA plus 4%.
21. | Financial instruments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 25,452 | 45,101
| Financial assets that are debt instruments measured at amortised cost | 8,844,487 | 10,516,453
|  | 8,869,939 | 10,561,554
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | (8,873,318) | (3,855,684)
| Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.
| Financial assets that are debt instruments measured at amortised cost comprise of trade debtors, other debtors, accrued income and amounts owed by group undertakings.
| Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, accruals, financial borrowing and amounts owed to group undertakings.
22. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 174,996 | -
| Timing differences | (174,996) | 174,996
| At end of year | - | 174,996
Page 26
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 22.Deferred taxation (continued)
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fixed asset timing differences | 1,322,442 | 244,159
| Short term timing differences | (8,662) | (13,155)
| Tax losses | (1,313,780) | (310,000)
| Other | - | (96,000)
|  | - | 174,996
23. | Provisions
|  | Dilapidations | Other Provisions | Total
|  | £ | £ | £
| At 1 January 2025 | 626,348 | - | 626,348
| Charged to profit or loss | (44,951) | - | (44,951)
| Arising on business combinations | - | 250,000 | 250,000
| At 31 December 2025 | 581,397 | 250,000 | 831,397
24. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 950,245 (2024 - 950,245) Ordinary Shares shares of £1.00 each | 950,245 | 950,245
| The Company has one class of ordinary shares which carry no right to fixed income.
25. | Capital commitments
| At 31 December 2025 the Company had capital commitments as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Contracted for but not provided in these financial statements | 40,265 | -
Page 27
RELYON NUTEC UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
26. | Pension commitments
The Company contributes to defined contribution retirement benefit schemes for all qualifying employees. The total expense charged to profit or loss in the year ended 31 December 2025 was £234,473 (2024 - £183,932). Contributions totaling £61,014 (2024 - £52,619) were payable to the fund at the reporting date.
27. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 486,036 | 380,638
| Later than 1 year and not later than 5 years | 1,387,473 | 736,844
| Later than 5 years | 992,985 | 18,333
|  | 2,866,494 | 1,135,815
28. | Related party transactions
| The company has taken advantage of the exemption granted by FRS 102 not to disclose transactions with other group companies.
29. | Controlling party
The immediate parent is RelyOn Holding B.V. incorporated in the Netherlands. The ultimate parent entity and controlling party is MC Private Equity IV UK AIV, LP and is incorporated in the United Kingdom. MC Valdermar Bidco ApS, incorporated in Denmark, is the smallest and largest group to consolidate these financial statements. The consolidated financial statements are available to the public and may be obtained from, Kalvebod Brygge 45,1560 København V, Copenhagen.
Page 28