REGISTERED NUMBER: 11852885 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

MACRO OFFSHORE LIMITED

Page

Company information

1

Strategic report

2

Report of the directors

3

Report of the independent auditors

5

Income statement

7

Other comprehensive income

8

Balance sheet

9

Statement of changes in equity

10

Notes to the financial statements

11

Directors:

Mr B E Henriksen

Ms V Geyl Lastochkin

Mr T Friestad

Ms T Grinberg

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0BL

Registered number:

11852885 (England and Wales)

Auditors:

Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

The directors present their strategic report for the year ended 31 December 2025.

Review of business

The company continued to operate as a non-trading intermediate holding company within the Mama Holdco AS group. The directors anticipate that the company will continue to operate as a non-trading intermediate holding company for the foreseeable future.

Principal risks and uncertainties

The company's principal risks and uncertainties surround the performance and success of the group. All risks relative to this company are managed at a group level by the 100 % owned subsidiary, Macro Offshore AS.

Financial performance

The results for the year are set out in the profit and loss account and show a loss of $864,106 (2024 - $12,931,687). Total shareholders' funds for the year were $52,037,514 (2024 - $52,901,620). The majority of the company's loss relates to an impairment provision against the company's investment in its subsidiary, Macro Offshore AS.

Key performance indicators

Given the nature of the business being a non-trading intermediate holding company, the directors are of the opinion that an analysis using KPIs is not necessary for an understanding of the development and performance of the company.

Section 172(1) statement

Section 172 of the Companies Act requires directors to have regard to the following in performing their duties, and as part of the process are required to consider, where relevant:

-

The likely consequences of any decision in the long term.

-

The need to foster the company's business relationships with suppliers, customers and others.

-

The impact of the company's operations on the community and the environment. The desire to maintain the company's reputation for high standards of business conduct.

-

The need to act fairly between members of the company.

To discharge their Section 172 duties, the directors have had regard to the factors set out above in making the principal decisions taken by the company.

The directors recognise the importance of wider stakeholders in delivering the company's strategy. The key stakeholders are considered to be the company's shareholders, suppliers and customers of subsidiaries.

In ensuring that all stakeholders in the company are considered as part of the decision-making process, the directors believe that the company acts fairly between all members of the company.

On behalf of the board:

Mr B E Henriksen - Director

28 April 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

Principal activity

The principal activity of the company in the year under review was that of a holding company.

Dividends

No dividends will be distributed for the year ended 31 December 2025.

Directors

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mr B E Henriksen

Ms V Geyl Lastochkin

Mr T Friestad

Ms T Grinberg

Third party indemnity

A qualifying third party indemnity provision by Section 232(2) of the Companies Act 2006 is in force for the benefit of the directors in respect of liabilities incurred as a result of their office, to the extent permitted by law. In respect of those liabilities for which the directors may not be indemnified, as directors' and officers' liability insurance policy was in force at the date of signing the financial statements.

Going concern

The company is reliant on its parent company providing the necessary funding for it to meet its obligations as they fall due. The directors have received assurances that all necessary funding will be made available for a period of at least 12 months from the date of the audit report.

Disclosure in the strategic report

The company has chosen, in accordance with section 414C of the Companies Act 2006, to set out the following information in the Strategic Report, which would otherwise appear in the directors report:

-

Review of business, including future developments; and

-

Principal risks and uncertainties.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic report, the Report of the directors 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 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 and then apply them consistently;

-	make judgements 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 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.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Fuller & Roper Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

Mr B E Henriksen - Director

28 April 2026

Opinion

We have audited the financial statements of Macro Offshore Limited (the 'company') for the year ended 31 December 2025 which comprise the Income statement, Other comprehensive income, Balance sheet, Statement of changes in equity and Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 directors are responsible for the other information. The other information comprises the information in the Strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic report and the Report of the directors 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 Report of the directors.

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities set out on page three, 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 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.

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 a Report of the auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.

- We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.

- We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with management from various parts of the business to understand where it considered there was a susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage the results. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.

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 Report of the auditors.

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 a Report of the auditors 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.

Simon Roper (Senior Statutory Auditor)

for and on behalf of Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

11 May 2026

TURNOVER

4

24,234

171,543

Administrative expenses

(58,149

)

(113,230

)

OPERATING (LOSS)/PROFIT

6

(33,915

)

58,313

Interest receivable and similar income

7

70

-

(33,845

)

58,313

Amounts written off investments

8

(831,000

)

(12,990,000

)

Gain on fair value of current asset investment

739

-

LOSS BEFORE TAXATION

(864,106

)

(12,931,687

)

Tax on loss

9

-

-

LOSS FOR THE FINANCIAL YEAR

(864,106

)

(12,931,687

)

LOSS FOR THE YEAR

(864,106

)

(12,931,687

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(864,106

)

(12,931,687

)

FIXED ASSETS

Investments

10

52,711,000

53,542,000

CURRENT ASSETS

Debtors

11

5,528

181,988

Investments

12

172,100

-

Cash at bank

42

-

177,670

181,988

CREDITORS

Amounts falling due within one year

13

(851,156

)

(822,368

)

NET CURRENT LIABILITIES

(673,486

)

(640,380

)

TOTAL ASSETS LESS CURRENT LIABILITIES

52,037,514

52,901,620

CAPITAL AND RESERVES

Called up share capital

14

1,013

1,013

Share premium

15

284,824,617

284,824,617

Retained earnings

15

(232,788,116

)

(231,924,010

)

SHAREHOLDERS' FUNDS

52,037,514

52,901,620

The financial statements were approved by the Board of Directors and authorised for issue on 28 April 2026 and were signed on its behalf by:

Mr B E Henriksen - Director

Mr T Friestad - Director

Ms V Geyl Lastochkin - Director

Ms T Grinberg - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

$

$

$

$

Balance at 1 January 2024

1,013

(218,992,323

)

284,824,617

65,833,307

Changes in equity

Total comprehensive income

-

(12,931,687

)

-

(12,931,687

)

Balance at 31 December 2024

1,013

(231,924,010

)

284,824,617

52,901,620

Changes in equity

Total comprehensive income

-

(864,106

)

-

(864,106

)

Balance at 31 December 2025

1,013

(232,788,116

)

284,824,617

52,037,514

1.	STATUTORY INFORMATION

Macro Offshore Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's functional and presentation currency is US Dollars ($) and the financial statements have been rounded to the nearest US Dollar ($).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by 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 paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c).

Preparation of consolidated financial statements

The financial statements contain information about Macro Offshore Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Mama Holdco AS, .

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment. Investments are valued at the lower of the total equity of the subsidiary or the initial investment value.

Current asset investments

Current asset investments are valued at fair value with any changes in fair value recognised in profit and loss.

Cash

Cash is represented by cash in hand and deposits with financial institutions.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.

Foreign currencies

Assets and liabilities in foreign currencies are translated into dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern

The company is reliant on its parent company providing the necessary funding for it to meet its obligations as they fall due. The directors have received assurances that all necessary funding will be made available for a period of at least 12 months from the date of the audit report.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements in requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. These estimates and underlying assumptions are based on historical experience and other factors that are considered reasonable under the circumstances. Actual results may differ from these estimates.

Key Judgement: Impairment of Investments

The company holds an investment in a subsidiary which is reviewed for impairment at each reporting date in accordance with applicable accounting standards. Determining whether there are indicators of impairment requires the exercise of judgement. Where indicators of impairment are identified, management estimates the recoverable amount of the investment. This assessment involves significant estimation and judgement, particularly in determining the value in use of the subsidiary. Due to the inherent uncertainty in forecasting future cash flows and selecting appropriate assumptions, there is a risk that actual outcomes may differ from those estimated. Such differences may result in material adjustments to the carrying amount of the investment in the subsidiary in future periods.

4.

TURNOVER

Turnover represents amounts invoiced to group companies to recharge expenditure.

5.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

$

$

Directors' remuneration

-

-

6.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging:

2025

2024

$

$

Auditors' remuneration

8,776

7,277

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

$

$

Interest on US treasury bill

70

-

8.

AMOUNTS WRITTEN OFF INVESTMENTS

2025

2024

$

$

Impairment provision

831,000

12,990,000

9.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

$

$

Loss before tax

(864,106

)

(12,931,687

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(216,027

)

(3,232,922

)

Effects of:

Expenses not deductible for tax purposes

207,750

3,247,500

Utilisation of tax losses

8,277

(14,578

)

Total tax charge

-

-

10.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

$

Cost

At 1 January 2025

and 31 December 2025

284,783,550

Provisions

At 1 January 2025

231,241,550

Provision for year

831,000

At 31 December 2025

232,072,550

Net book value

At 31 December 2025

52,711,000

At 31 December 2024

53,542,000

The company's investments at the Balance sheet date in the share capital of companies include the following:

Macro Offshore AS

Registered office: Vestre Svanholmen 6, 4313 Sandnes, Norway

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

$

Trade debtors

-

171,543

Prepayments

5,528

10,445

5,528

181,988

12.	CURRENT ASSET INVESTMENTS

2025

2024

$

$

US treasury bill

172,100

-

The US treasury bill matures on 24 February 2026.

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

$

Trade creditors

715

8

Amounts owed to group undertakings

834,483

808,687

Accrued expenses

15,958

13,673

851,156

822,368

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

$

$

1,335

Preferred A

$0.01

13

13

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

$

$

100,000

Ordinary

$0.01

1,000

1,000

The holders of the Ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the company. Ordinary shares and rank equally for any distribution on winding up and are not redeemable.

The holders of the Preferred A shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the company. Preferred A shares rank equally for any distribution on winding up and are redeemable per article 26.4 of the Articles of Association.

15.

RESERVES

Retained

Share

earnings

premium

Totals

$

$

$

At 1 January 2025

(231,924,010

)

284,824,617

52,900,607

Deficit for the year

(864,106

)

-

(864,106

)

At 31 December 2025

(232,788,116

)

284,824,617

52,036,501

Called up share capital

Called up share capital represents the nominal value of the shares issued.

Share premium

The share premium represents the difference between the nominal value of issued shares and the consideration received.

Retained earnings

Retained earnings represents cumulative profits or losses, net of dividends paid and other adjustments.

16.	COMMITMENTS AND GUARANTEES

On 6 March 2025 the company's subsidiary, Macro Offshore AS, secured a $32 million loan from a bilateral lender, the proceeds of which were used to repay the group's Bank of China debt. As part of this agreement the company has entered into a share pledge agreement to provide security to the lender.

17.	RELATED PARTY DISCLOSURES

Included within creditors is an amount of $834,483 (2024 - $808,687) owed to Macro Offshore AS, the company's subsidiary. This loan is unsecured, interest free and is repayable on demand.

18.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Mama Holdco AS, a company incorporated in Norway. Mama Holdco AS prepares consolidated financial statements, copies of which are available from Vestre Svanholmen 6, 4313 Sandnes, Norway. The ultimate parent company is Macro Holdco AS, a company incorporated in Norway. The directors are of the opinion that there is no one ultimate controlling party.