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Company Registration Number: SC308386 GENERAL OCEANS UK HOLDINGS LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
GENERAL OCEANS UK HOLDINGS LIMITED COMPANY INFORMATION
Directors | Mr A Van Heerden
| Mr A Lohrmann
Company secretary | Mr A J Burton
Registered number | SC308386
Registered office | Peregrine Road
| Westhill Business Park
| Westhill
| Aberdeen
| Aberdeenshire
| AB32 6JL
Independent auditors | Armstrong Watson Audit Limited
| James Watson House
| Montgomery Way
| Rosehill
| Carlisle
| CA1 2UU
GENERAL OCEANS UK HOLDINGS LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Directors' Responsibilities Statement | 4
Independent Auditors' Report | 5 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 20
GENERAL OCEANS UK HOLDINGS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report for the year ended 31 December 2025.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The company is principally engaged as a holding company. The company has acquired the shares of General Oceans Limited in November 2025. General Oceans Limited is a wholly owned subsidiary similarly to RS Aqua Holdings Limited (acquired November 2024) Tritech International Limited (acquired November 2006) and Echosonics (set up June 2023). The company has 4 wholly owned subsidiaries. The results for the period and financial position of the company are as shown in the financial statements. In the 12 month period ended 31 December 2025 the company received dividend income of £2.205 million (31st December 2024: £2.406 million dividend) and has investments of just over £7.9 million at 31 December 2025 (31 December 2024: £6.3 million). The financial performance of the company’s subsidiaries are shown in the statutory financial statements of the subsidiaries.
KEY PERFORMANCE INDICATORS AND PRINCIPAL RISKS AND UNCERTAINTIES
The company is a holding company and as such the board review the carrying value of the investments based on the overall financial performance and key performance indicators of its subsidiary companies, Tritech International Limited, Echosonics Limited, RS Aqua Limited and General Oceans Limited. The principal risks and uncertainties of the holding company are those pertaining to the subsidiary companies and are detailed in the financial statements of those subsidiary businesses. Given the nature of the business, that of a holding company, and its financial position, the directors believe that further key performance indicators are not necessary for an understanding of the performance or position of the business.
FUTURE DEVELOPMENTS
The directors expect the current level of activity to continue for the foreseeable future, subject to the performance of the four subsidiaries. This report was approved by the board and signed on its behalf.
Mr A Van Heerden Director
Date: 20 February 2026
Page 1
GENERAL OCEANS UK HOLDINGS 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.
Principal activities
The company's principal activities, business review principal risks and uncertainties are presented in the Strategic report.
Results and dividends
The results for the year are set out on page 9. Ordinary dividends were paid amounting to £2.205 Million. The directors do not recommend payment of a further dividend.
Directors
The directors who served during the period under review and to the date of this report were: A Lohrmann A van Heerden
Going concern
The company is a holding company and as such the board review the going concern status of the company by reference to that of its subsidiary companies, Tritech International Limited, Echosonics Limited and RS Aqua. Tritech International Limited, Echosonics Limited & RS Aqua are deemed to be going concerns and thus the directors continue to adopt the going concern basis in preparing the annual report and financial statements for the company. Further details regarding the adoption of the going concern basis can be found in note 1 to the financial statements of the subsidiaries.
Risks, uncertainties and future developments
Details of risks and uncertainties, subsequent events and likely future developments are discussed in the strategic report.
Environmental matters
The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations.
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
Under section 487(2) of the Companies Act 2006, Armstrong Watson Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. Page 2
GENERAL OCEANS UK HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This report was approved by the board and signed on its behalf.
Mr A Van Heerden Director
Date: 20 February 2026
Page 3
GENERAL OCEANS UK HOLDINGS 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 profit or loss 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 judgments and accounting estimates that are reasonable and prudent; ∙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
GENERAL OCEANS UK HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENERAL OCEANS UK HOLDINGS LIMITED
Opinion
We have audited the financial statements of General Oceans UK Holdings Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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
GENERAL OCEANS UK HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENERAL OCEANS UK HOLDINGS 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
GENERAL OCEANS UK HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENERAL OCEANS UK HOLDINGS 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 obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation and occupational health and employment legislation. • We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes for evidence on non-compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance. • We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidence of fraud that had taken place during the accounting period. • The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in management override of controls. • We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above. • We enquired of the directors and third-party advisors about actual and potential litigation and claims. • We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud. • In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias. 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
GENERAL OCEANS UK HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENERAL OCEANS UK HOLDINGS 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. Lauren Graham (Senior Statutory Auditor) Armstrong Watson Audit Limited Carlisle 23 February 2026 Page 8
GENERAL OCEANS UK HOLDINGS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Administrative expenses |  | (10,491) | (89,028)
Operating loss |  | (10,491) | (89,028)
Income from fixed asset investments | 5 | 2,205,000 | 2,405,852
Interest payable and similar expenses | 6 | (137,650) | (10,491)
Profit before tax |  | 2,056,859 | 2,306,333
Profit for the financial year |  | 2,056,859 | 2,306,333
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 12 to 20 form part of these financial statements.
Page 9
GENERAL OCEANS UK HOLDINGS LIMITED REGISTERED NUMBER: SC308386 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 9 |  | 8,826,574 |  | 6,321,583
|  |  | 8,826,574 |  | 6,321,583
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 2,425 |  | 10,491 |
|  | 2,425 |  | 10,491 |
Creditors: amounts falling due within one year | 11 | (1,432,141) |  | (4,942,475) |
Net current liabilities |  |  | (1,429,716) |  | (4,931,984)
Total assets less current liabilities |  |  | 7,396,858 |  | 1,389,599
Creditors: amounts falling due after more than one year | 12 |  | - |  | (389,599)
Net assets |  |  | 7,396,858 |  | 1,000,000
Capital and reserves |  |  |  |  |
Called up share capital | 13 |  | 7,544,999 |  | 1,000,000
Profit and loss account |  |  | (148,141) |  | -
|  |  | 7,396,858 |  | 1,000,000
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr A Van Heerden
Director
Date: 20 February 2026
The notes on pages 12 to 20 form part of these financial statements. Page 10
GENERAL OCEANS UK HOLDINGS 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 | 1,000,000 | - | 1,000,000
Comprehensive income for the year |  |  |
Profit for the year | - | 2,306,333 | 2,306,333
Contributions by and distributions to owners |  |  |
Dividends | - | (2,306,333) | (2,306,333)
At 1 January 2025 | 1,000,000 | - | 1,000,000
Comprehensive income for the year |  |  |
Profit for the year | - | 2,056,859 | 2,056,859
Contributions by and distributions to owners |  |  |
Dividends | - | (2,205,000) | (2,205,000)
Shares issued during the year | 6,544,999 | - | 6,544,999
At 31 December 2025 | 7,544,999 | (148,141) | 7,396,858
| The notes on pages 12 to 20 form part of these financial statements.
Page 11
GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | Company information
General Oceans UK Holdings Ltd is a private company limited by shares incorporated in Scotland. The registered office is Peregrine Road, Westhill Business Park, Westhill, Aberdeenshire, AB32 6JL. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. The financial statements have been prepared under the historical cost convention. 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 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of General Oceans AS as at 31 December 2025 and these financial statements may be obtained from General Oceans AS, 4th Floor, 78 Duke Street, Mayfair, London, W1K 6JQ.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
| 2.4 | Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. Page 12
GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.6 | Taxation
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 reporting 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 reporting 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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 reporting date.
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. 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. An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
| 2.8 | 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. Page 13
GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | 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.
| 2.10 | Financial instruments
Other financial assets Other financial assets, which include investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 14
GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Financial instruments (continued)
Page 15
GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies 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 revisions 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. Impairment of Assets The directors constantly review factors likely to impact the value or recoverability of assets held by the group. In conducting their review they consider both internal and external sources of information as well as past experiences and market conditions. As far as the directors are aware there are no prevailing indications that assets held without impairment require one not where an impairment has already been made that the amount of that impairment requires adjustment. Valuation of investment The investment valuation in the subsidiary is determined using forecasts and market comparables. These valuations involve significant estimates and assumptions concerning future financial performance, growth rates, and discount rates. Changes in these assumptions could lead to significant variances in the valuation of the subsidiary. Moreover, the deferred consideration amount, which is contingent upon the future performance of the subsidiary, is directly impacted by the investment valuation. The estimation of the deferred consideration requires an assessment of the subsidiary's future earnings potential and the likelihood of achieving performance targets. Variations in these estimates and assumptions can result in material adjustments to the deferred consideration recognised in the financial statements. Management continuously reviews and updates these estimates and assumptions to ensure they reflect current conditions and available information. However, due to the inherent uncertainties in these valuations and estimates, actual outcomes could differ significantly from the estimates provided in the financial statements. Page 16
GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL). The directors were remunerated by other companies in the group in the current and previous accounting year.
5. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends received from unlisted investments | 2,205,000 | 2,405,852
6. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finance Costs | 137,650 | 10,491
Page 17
GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Taxation
| 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 25.00% (2024 - 25.00%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 2,056,859 | 2,306,333
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%) | 514,215 | 576,583
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 769 | 22,257
| Exempt ABGH distributions | (551,250) | (601,463)
| Group relief (surrendered/claimed) | 10,166 | 2,623
| Other | 26,100 | -
| Total tax charge for the year | - | -
8. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Final paid | 2,205,000 | 2,306,333
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GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Movements in fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 6,321,583
| Additions | 2,504,991
| At 31 December 2025 | 8,826,574
| During the financial year, a loan receivable from Echosonics Limited amounting to £1,599,999 was converted into equity of that entity. The conversion resulted in the settlement of the debt and a corresponding increase in the carrying value of General Ocean UK Holdings Limited’s investment in Echosonics Limited. The transaction was accounted for at book value and no gain or loss arose on conversion. During the year, additional contingent consideration was achieved with regards to the RS Aqua Holdings Limited acquisition. Conditions that resulted in achieving this consideration arose in year, and as a result £904,892 was recognised in investment additions. Included within the carried forward cost is £1,432,141 in relation to contingent consideration. The payment is contingent on the future performances of the subsidiary and becomes payable in 2026.
10. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 2,425 | 10,491
|  | 2,425 | 10,491
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | - | 4,942,475
| Other creditors | 1,432,141 | -
|  | 1,432,141 | 4,942,475
| Other creditors include a contingent consideration liability relating to the acquisition disclosed in note 9. The amount recognised represents the fair value of the expected future payment at the reporting date.
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GENERAL OCEANS UK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other creditors | - | 389,599
13. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 7,544,999 (2024 - 1,000,000) Ordinary shares of £1.00 each | 7,544,999 | 1,000,000
During the year, the Company settled outstanding borrowings to General Oceans AS, through the issue of 4,945,000 new ordinary shares of £1 each. The shares were issued at their fair value, which was equal to the carrying amount of the debt extinguished. No gain or loss was recognised on the transaction. In addition, the company issued 1,599,999 new ordinary shares of £1 each to General Oceans AS. The shares were issued at their fair value. No gain or loss was recognised on the transaction.
14. | Related party transactions
| The company has taken advantage of the exemption contained in Section 33 of FRS 102 "Related Party Disclosures" from disclosing transactions with entities which are part of the group, since 100% of the voting rights in the company are controlled within the group and the company is included within the group accounts which are publicly available.
15. | Ultimate controlling party
The immediate parent company is General Oceans AS. The financial statements of General Oceans AS can be obtained from General Oceans AS, 4th Floor, 78 Duke Street, Mayfair, London, W1K 6JQ, United Kingdom. The ultimate controlling party is Mr Atle Lohrmann.
16. | Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Tritech International Limited | Scotland | Ordinary | 100%
| Echosonics Limited | England and Wales | Ordinary | 100%
| RS Aqua Holdings Limited | England and Wales | Ordinary | 100%
| General Oceans Limited | England and Wales | Ordinary | 100%
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