The directors present their annual report and financial statements for the year ended 30 December 2024.

The company is a member of the Floatel International Ltd group ("the Group").

In accordance with section 414B (b) of the Companies Act 2006, the directors are taking advantage of the small companies exemption to not prepare a strategic report.

The principal activity of the company continued to be that of the provision of semi-submersible accommodation and construction support vessels to the oil and gas industry.

The company operated two vessels during the year. By year end, both contracts were finalised.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has currently no signed future contracts, but there is satisfactory equity and the company has entered into a cash management agreement with its parent company. Floatel International Ltd undertakes to provide necessary liquidity and has reviewed the group position to confirm that the parent has the financial resources to do so as necessary. Therefore, the board has reasonable expectation for the company to be able to pay its liabilities when due and considers that it is appropriate for the financial statements to be prepared on a going concern basis.

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

MHA 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 UK accounting standards and applicable law (United Kingdom Generally Accepted Accounting Practice), including FRS101 Reduced Disclosure Framework.

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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

We have audited the financial statements of Floatel UK Contractor Ltd (the 'company') for the year ended 30 December 2024 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (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 30 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

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

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 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.

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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below: 

We have assessed the susceptibility of the financial statements, including fraud, and considered the fraud risks to be management override of controls and revenue recognition. Our tests included, but were not limited to

• Agreement of the financial statements disclosure to underlying supporting documentation, review of correspondence and enquiries of management and those charged with governance.

• Enquiry of management and those charged with governance around actual and potential litigation and claims.

• Reviewing financial disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

• Auditing the risk of management override of controls, including through testing manual accounting entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 income statement has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Floatel UK Contractor Ltd is a private company limited by shares incorporated and domiciled within Scotland. The registered office is Steadfast House, Greenwell Road, Aberdeen, AB12 3AX. Its principal activity continues to be that of offshore accommodation and construction support vessels to the oil and gas industry. Accommodation and construction support vessels are provided through the company's sister companies within the Floatel International Ltd group ("the Group").

These financial statements have been prepared in accordance with FRS 101 “Reduced Disclosure Framework' ("FRS101"), using the historical cost convention and in accordance with the Companies Act 2006 as applicable to companies using FRS 101. Accounting policies have been applied consistently, other than where new policies have been adopted.

As outlined at note 1.2, the financial statements have been prepared on going concern basis.

The financial statements are prepared in US Dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006.

The company has taken advantage of the following disclosure exemptions under FRS 101 where applicable:

• the requirements of IFRS 7 Financial Instruments: Disclosures;

• the requirements of the second sentence of paragraph 10 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of FRS 15 Revenue from Contracts with Customers;

• the requirements of paragraphs 10(d) and (g), 22(e), 32, 37 to 40, 83(b), 121 to 125, 126 to 129 and B13 to B15, and the last two sentences of paragraph 3, of IFRS 18 Presentation and Disclosure in Financial Statements

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of paragraphs 6B, 30 and 31 of IAS 8 Basis of Preparation of Financial Statements;

• the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; and

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

Where required, equivalent disclosures are given within the group financial statements of Floatel International Ltd.

The company has currently no signed future contracts, but there is satisfactory equity and the company has entered into a cash management agreement with its parent company. Floatel International Ltd undertakes to provide necessary liquidity and has reviewed the group position to confirm that the parent has the financial resources to do so as necessary. Therefore, the board has reasonable expectation for the company to be able to pay its liabilities when due and considers that it is appropriate for the financial statements to be prepared on a going concern basis.true

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The company recognises revenue when control is transferred to the customer, that is when the performance obligations are fulfilled. Revenues regarding service contracts are normally recognised over time and accounted for over the duration of the contract with the use of either the input or output methods. These are different methods to measure the progress towards a complete satisfaction of a performance obligation. For revenue recognition over time the company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

The company generates revenue from activities in which it acts both as a principal and as an agent, depending on the nature of the underlying arrangement. For certain revenue streams, the company acts as a principal because it controls the specified goods or services before they are transferred to the customer. In these arrangements, revenue is recognised on a gross basis, representing the total amount billed to the customer.

For other revenue streams, the company acts as an agent because it acting on behalf of the owners of the vessel. In these cases, the company does not control the underlying goods or services before transfer to the customer. Revenue is therefore recognised on a net basis, representing only the commission or facilitation fee earned.

(a) Sales of services and other related income

a. Charter revenue

The company provides offshore services to the oil and gas industry in the form of time charter contracts. Contract terms generally range from less than one year to five years. Charter income is recognised over time according to the terms of the agreement, in the period the work is performed and the performance obligations fulfilled. Booking fees are recognised when performance obligations are fulfilled.

b. Mobilisation revenue

Mobilisation revenue does not normally have a distinct performance obligation in itself as it is highly interdependent on charter activities. Therefore, the performance obligation relating to mobilisation activities are recognised in line with the performance obligation to provide charter services.

c. Catering and rechargeable revenue

The company provides services regarding catering and rechargeable revenue according to the terms of the agreement. Revenue relating to this service is recognised over time when performance obligations are met.

d. Technical Management revenue

The company provides services to fellow Group companies when their respective accommodation and constructions support vessel (“ASV”) is not on charter with third party customers, i.e. is either idle, in lay-up or at a yard for maintenance, repair and/or upgrade. These services consist of normal ship management as well project management services similar to when the ASV is on time charter however on behalf of the owner. These services are therefore ancillary, non-core, low value-added services and are charged on actual cost-plus basis to the respective Group company ASV owner. The revenue is recognised over time according to the terms of the agreement, in the period the work is performed and the performance obligations fulfilled.

When a contract is undertaken by Floatel UK Contractor Limited and it is specified in the terms of the contract that the company is acting as an agent, the income and expenditure incurred in relation to the technical management agreement is not recognised in the profit and loss.  In these instances,  the company is deemed to be acting on behalf of the owner of the vessel and the owner bears the costs. Therefore, the only amounts that are recognised in the profit and loss is in respect of revenue for the mark-up on the contract as noted in the technical management agreement.

e. Interest income

Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the company reduces the carrying amount to its recoverable amount. The recoverable amount being the estimated future cash flow discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

f. Dividend income

Dividend income is recognised when the right to receive payment is established.

(b) Cost to fulfil the contract

The company has assessed that the costs to perform mobilisation activities are costs that have been incurred in fulfilling a contract with a customer. These costs relate directly to a contract, generate resources used in satisfying the contract and are expected to be recovered. The costs are therefore capitalised as costs to fulfil a contract and amortised on a systematic basis over the contract period.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company determines the classification of its financial assets at initial recognition.

All financial assets are recognised initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the company commits to purchase or sell the asset.

The company's financial assets include cash and short-term deposits and trade and other receivables. The company only holds financial assets at amortised cost.

The company classifies its financial assets at amortised cost only if both of the following criteria are met:

• The asset is held within a business model whose objective is to collect the contractual cash flows; and

• The contractual terms give rise to cash flows that are solely payments of principal and interest.

Trade and other receivables

Trade and other receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less (or in normal operating cycle of the business, if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

The company applies the IFRS 9 Financial Instruments simplified approach to measuring expected credit losses which uses a lifetime expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

Financial liabilities within the scope of IFRS 9 are classified at initial recognition as financial liabilities measured at amortised cost or at fair value through profit or loss, as appropriate. The company determines the classification of its financial liabilities at initial recognition. All financial liabilities are initially recognised at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs. Subsequent measurement of financial liabilities depends on their classification. The company does not have any financial liabilities designated at fair value through profit or loss and does not hold any derivative financial liabilities.

Other financial liabilities are recognised when the company becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs.

After initial recognition, other financial liabilities are subsequently measured at amortised cost using the effective interest method.

Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost.

Financial liabilities are derecognised when, and only when, the company's obligations are discharged, cancelled, or they expire.

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

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

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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

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

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.

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The financial statements are presented in US Dollars ($) which is the company's functional and presentational currency, and all values are rounded to the nearest dollar except where otherwise indicated.

Transactions and balances

Transactions in foreign exchange currencies are translated into the respective functional currency of the company at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

The functional currency of the company is the currency of the primary economic environment in which it operates. In determining the functional currency, the directors determined the currency in which primary influences sales price and the currency in which the majority of the existing costs are dominated in.

The directors exercised judgement in determining whether the company controls the specified goods or services before they are transferred to the customer. For principal revenue streams, the company is primarily responsible for fulfilling the promise to the customer and has control over the vessels during this time. For agent revenue streams, the company does not have inventory risk and does not control the vessel during use. These factors led management to conclude that the company acts as an agent in those arrangements.

Transaction price allocated to the remaining performance obligations

The company applies the practical expedient in IFRS 15.121 and does not disclose information about remaining performance obligations that have original expected durations of one year or less, to the extent these may arise.

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

The directors are remunerated through other companies within the group and as such, no directors' remuneration is shown within the company. The emoluments of the directors are recharged to the company as part of a management charge. This management charge includes a recharge of administration costs borne by other companies within the group on behalf of the company and it is not possible to identify separately the amount of the directors' emoluments.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Amounts owed by group undertakings are unsecured and are repayable on demand. Interest is received at a market rate on these balances.

Amounts owed to group undertakings are unsecured and are repayable on demand. The group have a cash-pool agreement where they transfer their income to Floatel International, and receive enough cash to pay its bills as they fall due. At the end of the year if the total balance is a liability then it is recorded as a liability and if a receivable then it is booked to assets.

Securities

As at 30 December 2024 all the assets of the company form part of the security for the group company. In relation to the group's interest bearing debt, amounting to USD $330,5 million (2023: $265 million), the company has also guaranteed the same debt.

The group's lenders also have securities in the internal and external contracts and insurance compensations.

As at 30 December 2024, the company's shares and voting rights were held by Floatel International Ltd and the pledged bank accounts, assets and the credit rights were at the disposal of the company,

Lease commitments

As at 30 December 2024, the company had no lease commitments for the years to come.

The retained earnings reserve reflects the aggregate of all profits and losses recognised through the income statement less dividends paid throughout all periods up to the balance sheet date.

The company has taken advantage of the exemption under FRS 101 not to disclose transactions with fellow wholly owned members of the group.

The immediate parent and ultimate controlling party of the company is Floatel International Ltd, a company registered in Bermuda whose principal place of business is in Norway. Floatel International Ltd is also the smallest and largest group of undertakings that prepare consolidated financial statements. The consolidated financial statements are available at the following address https://www.floatel.no, or Dronning Eufemias gate 8, 0191 Oslo, Norway.