The directors present the strategic report for the 15-month period ended 31 March 2025.

The Group’s principal activity is the provision of pressurised pipeline isolation, hot tapping and plugging services to the international energy industry.

Review of the business

The Group achieved significant financial growth for the 15 months ended 31 March 2025 compared to the previous reporting period ended 31 December 2023, driven by strong demand, particularly in the Middle East and North America, and an extended reporting period.

Key financial highlights include:

• Turnover: increased to £106.3m (2023: £74.7m).

• EBITDA: increased to £14.2m (2023:  £9.9m).

• Profit after tax: increased to £3.7m (2023: £1.8m).

• Net cash inflow from operating activities: increased to £7.6m (2023: £4.1m).

• Capital expenditure: increased to £13.3m (2023: £6m), reflecting strategic investments.

• Gross margin: increased from £24.1m to £35.0m due to improved project mix, volume, and operational efficiencies, despite input cost pressures.

• EBITDA comprises the operating profit of £8.6m (2023: £5.4m), adding back depreciation of £5.5m (2023: £4.4m) and amortisation of £0.1m (2023: £0.1m). EBITDA is defined as Earnings before interest, tax and amortisation.

Operational costs increased; however, the pace of growth aligns with trading performance:

• Cost of operations (materials): increased to £38.6m (2023: £28.8m) at a growth rate lower than revenue growth, improving overall cost efficiency. Cost of operations comprises of the total direct materials costs included in cost of sales excluding depreciation.

• Labour costs (included in cost of sales): Increased to £27.7m (2023: £17.6m), driven by increased headcount to support growth and market wage inflation. Labour costs represented 26% of revenue (up from 23.6%).

• Revenue per head strengthened during the year £0.242m (2023: £0.205m), reflecting technical staff utilisation and broader efficiency enhancements.

The Group's order backlog position remains robust, increasing to £42m in secured contracts at 31 March 2025 (from £37m at 31 December 2023).

Governance

The Board recognises the importance of, and remains committed to, the principle of good corporate governance.

Board of Directors

The Board comprises 1 Executive Director and 4 Non-Executive Directors.

The Board is responsible for setting overall Group strategy, policy, monitoring Group risks, performance and authorising significant transactions. To enable the Board to operate effectively, information packs are prepared and distributed ahead of scheduled quarterly meetings. The Board has approved and maintains a schedule of delegated authorities which clearly identifies decisions reserved for Board approval.

In 2024/25, Board meetings were held on a quarterly basis (2023 - quarterly).

In support of maintaining effective corporate governance within the Group, the Board continued with two standing committees:

Remuneration Committee

The Remuneration Committee comprises 1 Executive Director and 1 Non-Executive Director. The Committee, which meets at least once a year, is responsible for specifying the remuneration packages for the executive directors and other senior employees within the Group.

Business Ethics Committee

The Business Ethics Committee comprises 1 Executive Director and 4 members of the Group’s senior leadership team. The Committee, which meets at least 4 times a year, has specific terms of reference in relation to its general responsibility for the Group’s compliance and ethics programs, policies and procedures. During 2025 the Committee coordinated the following actions:

• Gathered annual self-declarations confirming compliance with the Group’s code of business conduct, for directors, managers and business development employees.

• Monitored mandatory business ethics awareness training for new employees

• Continued to conduct appropriate diligence checks on international agents, partners, and associates.

Principal Risks and Uncertainties

The directors review the principal risks and uncertainties impacting the business on an ongoing basis and at each quarterly board meeting. The principal risks and uncertainties currently facing the Group are:

Demand for services:

Risk

• Notwithstanding the relative stability in demand for products and services, the operating and capital budgets of many of the Group’s customers can be influenced by prevailing oil and gas prices.

Mitigation

• The Group provides services to clients with infrastructure carrying oil, gas and other liquids, with work on gas lines representing the highest proportion of the revenue mix. The Group continues to explore opportunities outside conventional oil and gas activities, focussed on supporting transitional activities in Hydrogen, Co2, and Carbon Capture and Storage.

• The Group has continued to build global footprint and international capability, through investment in regional operational asset fleet and associated infrastructure. The Group has a strong network of business development staff and partners to meet the demands of emerging markets.

Political Environment:

Risk

• The political landscape, specifically the application of financial sanctions against Russia, may impact the Group’s ability to execute client contracts and receive timely payment. Ongoing tensions in the Middle East region may affect the delivery of regional contracts.

Mitigation

• The Group has a wide international footprint to mitigate geopolitical concentration risks.

• The Group monitors potential and emerging political issues closely and seeks guidance from legal advisors as appropriate.

• The Group has no financial exposures or carrying value in respect to any work with Russian clients.

• The Group coordinates closely with clients in the Middle East region to plan and schedule contract work.

Project execution:

Risk

• The Group is increasingly being requested by customers to deliver a broader range of services.

• Poor execution of contracts could significantly affect the Group’s financial results.

Mitigation

• The Group has developed a highly competent workforce for design engineering, project management and field execution with a commitment to ongoing competence assessment and development.

• The Group deploys technical support from all of its operating regions, and has established a Major Projects Centre to support delivery of high value and/or technically complex workscopes.

• The Group has a policy of undertaking Factory Acceptance Tests (FAT) for its customers using simulated test fixtures, particularly for large and complex projects. The Group’s tools are only deployed to site when both the Group and the Group’s customers are fully satisfied with the performance of the tools.

• The Group continues to set business objectives that monitor operational efficiencies, including standardisation of operating procedures.

Project delay:

Risk

• Project execution dates are typically subject to several factors outside the Group’s control. Such changes can lead to deferral in project execution and therefore impact the Group’s revenue in any particular period.

Mitigation

• The Group monitors closely the potential for changes in delivery dates for key projects, and where possible, redirects operational assets to other customer opportunities, or calls upon standby provisions within its contracts with customers.

• The Group invests in each of its operating regions to ensure a geographical balance of activities.

Talent Acquisition:

Risk

• Delays or challenges in talent acquisition, such as a limited candidate pool, high market competition or extended hiring timelines, may result in insufficient staffing capacity

Mitigation

• The Group implements proactive workforce planning and early recruitment efforts, leverages on internal talent mobility.

Financial risk management

The Group’s activities expose it to several financial risks including liquidity risk, cash flow risk and credit risk.

Liquidity risk:

Risk

• The Group provides project services to its customers, typically against contractual billing milestones. Delays in achieving billing milestones may impact the Group’s liquidity position.

Mitigation

• In order to maintain liquidity and ensure sufficient funds are available for ongoing operations and future developments, the Group uses a mixture of long-term and short-term sources of finance.

• The Group has arranged a financing facility with an affiliate of the parent company, renewed on an annual basis, to meet working capital requirements.

• The Group may consider the use of trade finance for specific, larger projects to support short-term cash flow needs.

• The Group prepares 13 week cashflow forecasts on a monthly basis in order to identify risks and mitigate against them.

Cash flow:

Risk

• The Group’s activities expose it to the financial risks of changes in foreign exchange rates

Mitigation

• A number of the Group’s contracts are with customers in overseas locations and are denominated in currencies other than sterling. In order to manage this risk, the Group will, when deemed appropriate, enter into forward foreign currency contracts.

• The Group continuously monitors its exposure by non-functional currency.

Credit:

Risk

• The Group’s credit risk is primarily attributable to its trade receivables.

Mitigation

• The majority of the Group’s business is conducted with large companies with strong credit ratings.

• The Group continuously monitors the status of its trade receivable and follows up directly with customers as required.

• Requests for upfront payments and letters of credit are made from customers when and where appropriate.

• Credit checks are performed for new customers utilising Dun and Bradstreet reports and trade references.

The Group utilises the following key performance indicators to assist in the management of its financial performance:

Profit After Tax:

Providing a measure of profitability after charges for taxation, to assess performance for individual entities and the consolidated Group.

Order Backlog:

Monitoring the monetary value of contract awards, by region and in aggregate.

Gross Margins:

Measuring the performance of individual contracts, against agreed budget margins.

EBITDA:

Providing a measure of individual entities and the consolidated Group’s cashflows from operations.

Cost of Operations:

Providing a measure of individual and consolidated Group direct material costs as a proportion of revenue generated.

Revenue per Head and Headcount Ratio:

Providing measures of evaluating efficiency relating headcount to revenue.

Political and charitable donations

During the period the Group made charitable donations of £17,332 (2023 - £10,110) and no political contributions (2023 - £nil)

Directors' statement of compliance with duty to promote the success of the Group

Section 172 (1) (a) to (f) of the Companies Act 2006 requires the Group directors to consider, both individually and collectively, that they have acted in the way that they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole in the decisions taken during the current year.

Decision making for the long term:

The Group operates primarily within the asset integrity market and has a strategic focus on developing and maintaining long-term client relationships. The Directors make strategic decisions with due regard to the sustainability of these relationships. Effective risk management is embedded within the Group’s operations, supported by a Risk Review Committee that oversees key risks, including those associated with long-term contracts. The Group maintains a rolling three-year business plan to support its long-term strategic objectives. During the period, long‑term decisions were aligned to this plan, including commitments to open two new manufacturing locations in the eastern and western hemispheres to underpin organic expansion, and accelerate the development of new technology-led products for market.

Employees:

The Directors consider the long-term stability of the Group to be of primary importance to its employees and are therefore focused on ensuring the Group’s ongoing viability through the delivery of its corporate vision. The Group’s remuneration and reward framework is carefully designed for all employees, with processes in place to ensure that clear, achievable objectives are set, aligned both to individual career development and to the strategic needs of the Group. Compensation and benefits are reviewed and benchmarked on an annual basis.

Business relationships with suppliers, customers and others:

The Directors recognise the importance of maintaining strong relationships with customers, suppliers, and other business partners as a key contributor to the Group’s long-term success. The Directors consider stakeholder interests when making decisions, with a focus on delivering high-quality services to customers, working collaboratively with suppliers, and promoting sustainable, long-term value creation.

Impact of operations on the community and environment:

The Directors believe the underlying principles of ESG are a business imperative for long-term risk management and value creation aligned with our shareholder. As part of our growth strategy, we continue to internationalise our business in energy hubs around the world, thereby increasing our regional diversity, increasing the growth of our local supply chain in the communities we serve with the goal of reducing our international shipping/ freight burden and building local manufacturing capacity and technology transfer.

The Group Directors believe that our responsibility extends far beyond our operational activities. As an active and committed member of the communities where we live and work, the Group strives to create meaningful, long-lasting value for society through our community engagement and charitable initiatives. The regional teams demonstrate this commitment by supporting a wide range of local charities, social causes, and volunteer efforts.

Culture and Value:

The Group’s culture promotes high standards of conduct, supported by established policies including a Code of Business Conduct and Ethics and Anti-Bribery and Corruption policies. Openness and honesty are encouraged in all dealings with stakeholders, supporting strong governance, positive stakeholder outcomes, and the Group’s long-term success.

Shareholders:

The Directors seek to act fairly between members of the Group. Decisions are made with due consideration to the interests of all shareholders, ensuring equitable treatment, transparent governance, and the promotion of long-term value for the benefit of the Group as a whole.

The majority of stakeholder engagement is carried out by the board of directors who meet on a regular basis. The board considers and discusses information from across the organisation to help it understand the impact of the Group's operations, and the interests and views of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering areas such as key risks, and legal and regulatory compliance.

As a result of these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the directors to comply with their legal duty under section 172 of the Companies Act 2006.

Approved by the board and signed on its behalf by

The directors present their report and financial statements for the 15-month period ended 31 March 2025.

Disclosures made in the strategic report

The disclosures on UK Political donations and expenditure and financial instruments required to be made in the directors report by the Companies Act 2006 have been made in the strategic report.

The profit for the period, after taxation, amounted to £3.7m (2023 - £1.8m).

No dividends were paid in the 15-month period ended 31 March 2025 (12-months ended 31 December 2023 - The Group paid an interim dividend of £241,595 on ordinary shares (Class A), wholly held by the Company's previous controlling shareholder, Business Growth Fund (BGF), at the point of exit from the business on 14 August 2023). No dividends have been declared or paid subsequent to the year end.

Events after the balance sheet date

Details of significant events since the balance sheet date are contained in note 29 to the financial statements.

Existence of branches outside the UK

The Company has branches, as defined in s1046(3) of the Companies Act 2006, outside the UK as follows: STATS (UK) Ltd - Oman and STATS (UK) Ltd - Abu Dhabi.

Going concern

The Directors, after making necessary enquiries, are of the opinion that the Company will have adequate working capital to execute its operations for a period of at least 12 months from approval of these financial statements. In reaching this conclusion, the Directors gave due consideration to the impact of significant inflationary factors in the supply chain and labour markets and the pressure this has had on profitability. The Directors are confident that pricing increases, focused supply chain management, and operational efficiencies will maintain the Group's profitable position. This conclusion is further supported by the availability of a working capital facility of £41.2m, of which £1.3m remains undrawn at the date of this report. As a result, the annual financial statements have been prepared on a going concern basis. The Directors' assessment is based on budgets for the next 3 years, including cash flow forecasts and consideration of the sales pipeline.

The directors who held office during the 15-month period and up to the date of signature of the financial statements were as follows:

The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

The Group's policy is to consult and discuss with employees, staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

The Group’s three-year growth plan is focussed on three pillars: organic regional expansion, improving operational efficiency, and product innovation. Revenue is anticipated to increase over the three-year period, driven by strong demand for products and services, and growth in the pipeline integrity market. Efficiency improvements, supported by the Research and Development plan, are expected to deliver margin and profitability benefits.

The Board remains committed to maintaining the Group’s excellent safety performance and, in support of an objective to maintain zero accidents, continues to use and communicate several leading-indicator safety targets.

A capital expenditure program of £11m has been approved by the directors for 2025, reflecting the need to continue to increase the size of the Group’s operational asset base and manufacturing capabilities in certain locations.

The Group continues to invest in research and development activities as part of its commitment to innovation and long-term value creation. During the reporting period, research and development efforts were focused on:

• Fleet and Product Innovation: Enhancing the current fleet and developing next-generation intervention and isolation tools.

• Efficiency and Automation: Exploring opportunities to advance efficiency and automation in current technology suite.

• Energy Transition: Qualifying tools for use in new energy mix, including Carbon Capture, Utilisation and Storage (CCUS) and hydrogen networks.

Where appropriate, the Group has claimed tax relief under the HMRC R&D tax credit scheme in accordance with applicable regulations.

The Group is committed to promoting equality, diversity, and inclusion in all aspects of employment, including the fair and equitable treatment of disabled persons. We recognise the value that individuals with disabilities bring to the organisation and are committed to ensuring that they have equal opportunities to participate fully in the workplace.

In accordance with our obligations under the Equality Act 2010, the company ensures that recruitment, selection, training, career development and promotion process are on merit and free from discrimination.

Global climate change and energy transition matters directly affect the Group's operations. In recognition of these factors, the Group developed a sustainability policy to align the Group's core values and strategy based on central pillars of people and society, economic, environment and innovation. The policy establishes priority areas of focus towards achieving the Group's principal sustainability goals, including its environmental performance. The directors publish an annual sustainability report to inform stakeholders of the assessment and measurement of the Group’s social and environmental impacts.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has been required to report its greenhouse gas (‘GHG’) emissions in the Directors’ report in line with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

The following disclosures relate only to STATS (UK) Ltd as a standalone company, the parent company of a large Group in aggregate. GHG emissions are reported in tonnes of carbon dioxide equivalent (TCO2e), for the 15-month period ended 31 March 2025 and are based on the GHG Protocol Corporate Accounting and Reporting Standard. In line with the guidance on SECR, the energy and emissions from leased buildings where the company is responsible for energy consumption are included within the figures reported, together with emissions from vehicles that the company are obliged to report.

Each of the persons who are Directors at the time when this Director's report is approved has confirmed that:

• so far as the Director is aware, there is no relevant audit information of which the company and the Group'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 and the Group's auditors are aware of that information.

The auditors, Deloitte LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 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 and then apply them consistently;

• Make judgements and accounting estimates that are reasonable and prudent;

• State whether applicable UK Accounting Standards have been followed; and

• 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 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In our opinion the financial statements of Stats (UK) Ltd (the ‘parent company’) and its subsidiaries (the ‘group’):

• give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 March 2025 and of the group’s profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

• the consolidated income statement;

• the consolidated statement of comprehensive income;

• the consolidated and company statement of financial position;

• the consolidated and parent company statements of changes in equity;

• the consolidated statement of cash flows; and

• the notes to the consolidated financial statements 1 to 33.

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).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.

We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 group’s and parent 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 auditor’s 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.

As explained more fully in the directors’ responsibilities statement, 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 group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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 nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the group operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, pensions legislation, tax legislation; and

• did not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. This included the UK Bribery Act.

We discussed among the audit engagement team, including component audit teams, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in Revenue Recognition for fixed price contracts ongoing at year end. Specifically, we focused on judgment made in determining the contract completion stage at year end. The completion stage determines the amount of revenue and profit recognised in the financial statements for the period. Our procedures included review of contract terms and budgeted costs to complete the respective fixed price contracts post year end. To address this elevated risk, we further performed detailed analytical procedures comparing current year-end completion percentages and recognised profit margins to historical trends, conducted inquiries with management regarding the basis for their estimates, and reviewed subsequent events to corroborate year-end balances. We also assessed the effectiveness of internal controls over the estimation process for contract completion.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management and review of correspondence with external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

Opinions 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.

In the light of the knowledge and understanding of the group and of the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

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

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

• certain disclosures of directors’ remuneration specified by law are not made; or

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

We have nothing to report in respect of these matters.

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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 24 to 54 form part of these Group financial statements.

The notes on pages 24 to 54 form part of these Group financial statements.

The notes on pages 24 to 54 form part of these Group financial statements.

The notes on pages 24 to 54 form part of these parent financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and relatedtrue notes. The company’s loss for the 15-month period was £915,132 (2023 - £1,562,325 profit).

The notes on pages 24 to 54 form part of these Group financial statements.

The notes on pages 24 to 54 form part of these parent financial statements.

STATS (UK) Ltd is a private company limited by shares incorporated in Scotland. The registered office is 1st Floor, Blenheim House, Fountainhall Road, Aberdeen, Scotland, AB15 4DT. The company's principal activities and nature of its operations are disclosed in the directors' report.

The Group consists of STATS (UK) Ltd and all of its subsidiaries.

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.

Stats (UK) Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a cash flow statement, remuneration of key management personnel and the exposure to Pillar Two income tax.

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

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

The consolidated Group financial statements consist of the financial statements of the parent company STATS (UK) Ltd together with all entities controlled by the parent company.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

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

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

Entities in which the Group holds an interest and which are jointly controlled by the Group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the Group has a participating interest and over whose operating and financial policies the Group exercises a significant influence, are treated as associates.

The Directors, after making necessary enquiries, are of the opinion that the Company will have adequate working capital to execute its operations for a period of at least 12 months from approval of these financial statements. In reaching this conclusion, the Directors gave due consideration to the impact of significant inflationary factors in the supply chain and labour markets and the pressure this has had on profitability. The Directors are confident that pricing increases, focused supply chain management, and operational efficiencies will maintain the Group's profitable position. This conclusion is further supported by the availability of a working capital facility of £41.2m, of which £1.3m remains undrawn at the date of this report. As a result, the annual financial statements have been prepared on a going concern basis. The Directors' assessment is based on budgets for the next 3 years, including cash flow forecasts and consideration of the sales pipeline.true

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Long term contracts

Where the outcome of a long term contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

Included in revenue for the 15 months to 31 March 2025 is £17.7m which relates to ongoing projects for which the stage of completion was estimated on this basis.

Patents

Patents represents the cost of registering new technology. Patents are recognised at cost and are amortised on a straight line basis to the Income Statement over their estimated useful economic life of ten years.

Capitalised development costs

Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits. The capitalised development costs are subsequently amortised on a straight line basis over their expected useful economic lives, which range from 3 to 6 years. The amortisation charge is recorded within 'administrative expenses'.

Capitalised development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related development is written off to the Income statement.

Software costs

Software costs are recognised at cost and represent the cost of all internal computer software. Software costs are amortised on a straight line basis within 'administrative expenses' in the Income Statement over their estimated useful economic life of four years.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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 recognised in 'administrative expenses' in the income statement.

Investments in subsidiaries are measured at cost less any provision for impairment.

Finance costs are charged to the Income Statement over the term of the debt on a straight line basis 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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

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 risks of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

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

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

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

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the Group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

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

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.

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

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

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

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

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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

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

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.

Defined contribution pension plan

The Group contributes to defined contribution pension schemes and the pension charge represents the amounts payable by the Group in respect of the year. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Income statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Operating leases

Rentals paid under operating leases are charged to the Income statement on a straight line basis over the period of the lease.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term.

Leasing and hire purchase

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term or their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Income Statement so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Functional and presentation currency

The company's functional and presentational currency is Sterling.

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. Nonmonetary 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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated income statement within 'administrative expenses'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

In the application of the Group’s accounting policies, which are described in note 1, the directors are required to make accounting judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make 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.

The following are the critical accounting judgements, apart from those involving estimations (of which there are none), that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Critical judgements in applying the Groups accounting policies

Long term contracts

The Group assesses the likely outcome of long term fixed price contracts at reporting date in order to determine the amount of revenue to recognise. The assessment includes forming a judgment and estimate of the stage of completion of the contract activity. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable. Included in revenue for the 15 months to 31 March 2025 is £17.7m which relates to ongoing projects for which the stage of completion was estimated on this basis.

Receivables

The Group assesses overdue receivable balances on a monthly basis, determining whether any bad debt

provision may be required. As at 31 March 2025, trade receivables of £2.6 million were overdue by more than

120 days, against which a provision of £2 million has been recognised. There are various ongoing recovery

actions, including court judgments. The Directors, having considered the risk associated with converting

the recovery actions, recorded reasonable provisions and regard the remain amounts as being recoverable.

Litigation

In the ordinary course of business, the Group is subject to claims and legal proceedings brought by third parties. The Directors have assessed the Group's position in respect of ongoing matters and consider that a potential exposure existed as at 31 March 2025. In making this judgement, the Directors have considered advice from the Group's legal advisers, who have indicated that the Group has reasonable grounds to defend the claims. However, litigation is inherently uncertain and the ultimate outcome cannot be predicted with certainty. While a range of outcomes are possible, the Directors do not consider it practicable to estimate reliably the potential financial effect at the reporting date. Accordingly, no provision has been recognised in these financial statements.

Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment for all non-financial assets (including investments in subsidiaries and associates held at cost) at each reporting date. Non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable.

Deferred tax assets

The Group and Company have recognised a net deferred tax asset of £1.8million and £2.1 million respectively. This includes a gross deferred tax asset of £6.2million (Group) and £5.6 million (Company) in respect of unused tax losses, of which £4.5 million relates to historic losses dating to before the Company’s acquisition on 14 August 2023.

The recognition of deferred tax assets in respect of the historic tax losses constitutes a significant judgment. The recoverability of these balances is subject to specific tax legislation restrictions arising from the Company’s acquisition on 14 August 2023. Under the tax legislation, pre-acquisition losses may only be utilised from 14 August 2028, following the expiry of a five-year post-acquisition period.

Reclassification of prior year comparatives

During the period, the Group reviewed the presentation of certain expenses and determined that £5,110,527 (2023: £4,208,093) of depreciation previously included within administrative expenses are more appropriately classified within cost of sales. Comparative figures have been reclassified accordingly.

The average monthly number of persons (including directors) employed by the Group during the 15-month period was:

Their aggregate remuneration comprised:

As at 31 March 2025 the number of employees employed by the Group was 465 (2023 - 385).

Key management personnel remuneration
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the company.

Key management remuneration for the 15 month period amounted to £1,785,186 (2023 - £832,392)

During the 15-month period retirement benefits were accruing to 1 director (2023 - 5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £307,301 (2023 - £246,654).

The value of the Group's contribution paid to a defined contribution pension scheme in respect of the highest paid director amounted to £22,515 (2023 - £nil).

The charge for the 15-month period can be reconciled to the profit per the income statement as follows:

In the Spring Budget 2021, the UK Government announced that from 1 April 2023, the Corporation Tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). There has been no change to Corporation Tax rates for the financial period ended 31 March 2025. For the financial period ended 31 March 2025, the weighted average tax rate is 25% (31 December 2023 weighted average tax rate was 23.52%). Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

Pillar II

The Company prepares financial statements incorporating the results of its subsidiaries in the UK, Canada, the US, Malaysia, Qatar, Australia, Saudi Arabia and the UAE, as well as the results of its branches in Oman and the UAE.

UK – From the accounting period beginning 1 April 2024, STATS (UK) Ltd is subject to the Domestic Top-up Tax rule in the UK. Under this rule, additional taxes could arise in the UK and be payable to HMRC if the Effective Tax Rate ('ETR') in the UK is less than 15%.

Calculations undertaken by Mitsui & Co., Ltd as the Ultimate Parent Entity during the year indicate that the ETR for the UK is above the minimum 15% requirement and consequently no Domestic Top-up Tax is required for STATS (UK) LTD. Whilst further calculations are required to ascertain the position for future years the Company anticipates that the ETR in the UK would remain above the minimum rate.

Overseas branches

Both the UAE and Oman implemented a domestic minimum top-up tax as part of their Pillar II framework, effective from January 1, 2025. No Domestic Top-up Tax under Pillar II is therefore expected to arise for the current financial year.

Any top-up tax relating to these branches would be paid by Mitsui & Co., Ltd. in Japan under the Income Inclusion Rules (IIR) in Japan.

Overseas subsidiaries

Pillar II regulations, and in particular, a qualified domestic minimum top-up tax (QDMTT), have been enacted in Australia and Canada. Calculations undertaken by Mitsui & Co., Ltd as the Ultimate Parent Entity during the year indicate that the effective tax rate for each of these countries fall above the minimum 15% requirement and consequently no domestic top up tax is required.

The UAE, Malaysia and Qatar have implemented a domestic minimum top-up tax as part of their respective Pillar II frameworks, effective from January 1, 2025. No Domestic Top-up Tax under Pillar II is therefore expected to arise for the current financial year.

The US has not adopted Pillar II and is not expected to do so. Saudi Arabia has committed to adopting Pillar II but no effective date has been announced. Consequently, no Domestic Top-up Tax under Pillar II is required.

Any top-up tax relating to these subsidiaries would be paid by Mitsui & Co., Ltd. in Japan under the Income Inclusion Rules (IIR) in Japan.

The Group paid no dividends during the period (2023 - £241,595 on the A ordinary shares of the company, wholly held by BGF).

Development costs have been capitalised in accordance with the requirements of FRS 102 and are therefore not treated, for dividend purposes, as a realised loss.

Development expenditure relating to new technology and technological advancements has been capitalised as an intangible asset. This capitalisation is in accordance with FRS 102, as management has determined that the relevant projects have progressed beyond the research phase and satisfy the recognition criteria. These criteria include demonstrating technical feasibility, the Group's intention and ability to complete and use the asset, the availability of adequate resources for completion, the ability to reliably measure the expenditure, and the expectation that the asset will generate probable future economic benefits.

Property, plant and equipment includes leased assets as follows:

Details of the company's principal operating subsidiaries are included in note 16.

Details of the company's subsidiaries at 31 March 2025 are as follows:

*Indirectly held subsidiaries

The Group has consolidated 100% of the activities of STATS Pipeline Services Sdn Bhd and STATS Pipeline Services LLC under the terms of section 9 of Financial Reporting Standard 102 on the grounds that it exercises management control over these entities and although the Group does not hold 100% of equity it has the power to govern the financial and operating policies of these entities so as to obtain benefits from their activities.

Amounts owed by fellow group undertakings are unsecured, interest free and repayable on demand.

The Group operates a number of defined contribution pension schemes. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £1,713,647 in the period (2023 - £1,224,805).

Included within Group accruals and deferred income is deferred income of £2,335,176 (2023 - £971,898) in relation to customer contracts.

The Group operates in accordance with local employment laws in certain Middle East jurisdictions, which require the provision of end-of-service benefits (gratuity) to employees upon completion of their employment.

Provisions for gratuity are calculated based on employees’ length of service and salary.

At 31 March 2025, the Company had outstanding performance bonds and guarantees totaling £3,758,787 (2024: £2,484,681). These instruments are provided in the normal course of business. The bonds and guarantees are secured by a bond and floating charge over all the assets of the Company, STATS International Inc and STATS Group International Inc. The Directors do not consider it probable that a material liability will arise in respect of these bonds and guarantees and, accordingly, no provision has been recognised in these financial statements.

The Group is also subject to a legal claim brought by a US-based competitor alleging breach of an employee non-compete clause and alleged access to confidential information.

The Directors have obtained legal advice and consider the claim to be without merit, based on vague allegations unsupported by evidence. The Company believes that it has a strong basis for dismissal of the claim.

The quantum of the claim has not yet been established and the timing of any potential resolution remains uncertain.

The Group leases various items of plant and machinery under operating leases, including motor vehicles, an overhead crane, air compressors and a waterjet table. Lease charges are recognised as an expense on a monthly basis over the period of the lease.

The aggregate current and deferred tax relating to items recognised in other comprehensive income is £nil (2023 – £nil).

The following events have occurred subsequent to the balance sheet date but prior to the approval of these financial statements:

Middle East Conflict

Since the balance sheet date, geopolitical tensions in the Middle East have escalated, with increased military activity across the region during early 2026. This has contributed to heightened political and economic uncertainty, including disruption to key trade routes.

This is considered a non-adjusting post balance sheet event in accordance with Section 32 of FRS 102, as the conditions arose after the balance sheet date. The Group has operations and exposures within the region and continues to monitor developments closely. At the date of approval of these financial statements, it is not possible to reliably estimate the financial impact of the conflict. Potential impacts may include disruption to operations and supply chains, changes in customer demand, and increased operating costs. The directors will continue to assess the situation and take appropriate mitigating actions where necessary.

Share Issue

Subsequent to the balance sheet date, the Company issued 99,006 ordinary shares for total consideration of £9,900,600.

This transaction is treated as a non-adjusting post balance sheet event under Section 32 of FRS 102, as it does not relate to conditions existing at the balance sheet date.

Acquisition

Subsequent to the balance sheet date, the Company completed the acquisition of 100% of the share capital of Pipelines2Data Ltd., with an effective date of 1 April 2026.

This acquisition is considered a non-adjusting post balance sheet event in accordance with Section 32 of FRS 102, as it does not provide evidence of conditions that existed at the balance sheet date. The initial accounting for the business combination is incomplete at the date of approval of these financial statements and, accordingly, it is not practicable to disclose full details of the financial effects of the acquisition, including the fair values of the identifiable assets and liabilities acquired.

The acquisition is expected to strengthen the Company’s market position and broaden its service offering; however, the financial impact cannot be reliably measured at this stage.

Working Capital Facility

Subsequent to balance sheet date the loan with affiliated company (working capital facility) was extended for a further 12 months to 31 March 2027 and facility limit increased to £41.2m.

At period end the Group had capital commitments as follows:

The company has taken advantage of the exemption given by section 33 of Financial Reporting Standard 102 which allows exemption from disclosure of related party transactions with other Group companies.

No disclosure is made of transactions between Group companies not owned 100% as the Group has effective control.

During the year, the Group and company entered into the following transactions with related parties:

The Company's ultimate parent and controlling party and parent of the largest and smallest group in which the Company's results are consolidated is Mitsui & Co., Ltd., a company incorporated in Japan.  

Copies of the group financial statements are available from:

Mitsui & Co., Ltd.

Corporate Communications Div. 

Mitsui & Co. Building

Otemachi One 2-1

Otemachi 1-chome

Chiyoda-ku

Tokyo 100-8631, Japan