Company registration number SC398784 (Scotland)
ENPRO SUBSEA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ENPRO SUBSEA LIMITED
COMPANY INFORMATION
Directors
B Ferguson
A Johnson
D Tipton
A Blues
(Appointed 24 September 2025)
Secretary
C J Rees
Company number
SC398784
Registered office
c/o Hunting Energy Services
Badentoy Avenue
Portlethen
Aberdeen
AB12 4YB
Auditor
Deloitte LLP
8th Floor The Silver Fin Building
455 Union Street
Aberdeen
AB11 6DB
ENPRO SUBSEA LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Income statement
11
Statement of comprehensive income
12
Statement of financial position
13 - 14
Statement of changes in equity
15
Notes to the financial statements
16 - 37
ENPRO SUBSEA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The Directors present the strategic report and financial statements for the year ended 31 December 2024.

Review of the business

The principal activity of the Company is to provide subsea production optimisation products and services to the oil and gas industry.

 

Enpro is a production optimisation specialist focused on delivering enhanced hydrocarbon production for customers through their patented range of products and services.

 

Enpro’s mission is to maximise ultimate recovery from subsea wells by enabling production enhancing technologies on standard hardware while structurally reducing cost and delivering first oil faster.

 

The Company adds value to clients through its four business streams protected by a strong patent portfolio, Flow Access Modules (FAM), Flow Intervention Services (FIS), Decommissioning (F-Decom) and Field Development (F-Dev).

 

The results of the Company for the year are set out on page 11. 2024 saw significant growth for the Company as the number of subsea development projects rose sharply and acceleration of customers project sanction decisions led to a large number of new orders for the Company. In addition, growth in its Decom and FIS product lines contributed to the increased revenue in the period. Revenue for the period was £17,155k (2023: £6,029k).

 

The shift in gross margin is due to a much more significant contribution from decommissioning projects. The compound effect of the Shell and TAQA contract against a larger FAM weighting in 2023. Operating profit in the period increased from a loss making position to £2,237k (2023: £(1,533)k).

 

Net assets at 31 December 2024 totalled £10,084k (2023: £8,545k).

Principal risks and uncertainties

The process of managing risk is addressed through a framework of policies and procedures and internal controls. Operational policies and procedures are subject to an ongoing review by management and subject to independent ISO certification. Compliance with regulation, health and safety, legal and ethical standards is a high priority for the Company.

 

Economic and market risks together with supply chain risks are managed by establishing strong partner relationships with both clients and subcontractors. The Company’s success depends on its ability to win projects, deliver them safely and to client satisfaction and respond effectively to changing client needs.

 

Supply chain risks are managed by the management team who rigorously control the tendering and pricing process ensuring all the risks and rewards are considered prior to tender.

 

The Company’s success depends in part on the continued service of its key management, and on its ability to continue to attract, motivate and retain suitably qualified employees.

 

1. Commodity Prices

 

Enpro is exposed to the influence of oil and gas prices as supply and demand for energy is a key driver of demand for the Company’s products and services. These risks are mitigated by diversification in both customers, operating basins and diversification of products and services across the lifecycle of customers assets.

ENPRO SUBSEA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

2. Competition

 

The provision of goods and services to Operators and Tier 1 SPS companies is highly competitive. Technical alternatives, competing technologies and pricing pressure all remain features of the trading environment. Enpro focuses on both customer delivery as well as continued development of the product and service portfolio through R&D programmes to maintain its competitive advantage and to try and maintain profit margins.

 

3. Product and Service Quality

 

Failure of either a product or service has the potential for significant safety, environmental and reputational consequences due to the environments in which the Company operates. Failure of either a product or to deliver a service safely could adversely impact on Enpro’s reputation and subsequently demand for the Company’s products and services. To mitigate this, Enpro continuously monitors and measures quality assurance standards.

 

4. Foreign Exchange

 

Enpro faces risks associated with operating in foreign territories, including foreign exchange risks. The Company manages these risks by entering into hedges where possible and appropriate.

 

5. Climate Change

 

Enpro continues to monitor the impact of climate change on the upstream industry. Continued investment in R&D and applications of existing products into adjacent markets is expected to mitigate against this risk in the long term.

 

6. Credit Risk

 

Credit risk refers to the risk that a customer will default on its contractual obligations resulting in financial loss to the Company. The Company only transacts with entities that are rated the equivalent to investment grade and above. This information is supplied by independent rating agencies where available and if not available the Company uses other publicly available financial information and its own trading records to assess its major customers.

 

7. Liquidity Risk

 

The liquidity of the Company is managed by Group Treasury as part of the overall Group position. The Group managed its liquidity to ensure that entities in the Group have access to funds as required. The Group manages this process through the use of a cash pooling arrangement. The Company is in a positive cash position within this arrangement.

Key performance indicators

Financial key performance indicators

 

The primary key performance indicators used by the Company to assess its performance include revenue (£17,155k, 2023: £6,029k), gross profit (£7,730k, 2023: £1,787k) and operating profit (£2,237k, 2023: Loss £(1,533k)) which allow management to understand, assess and subsequently make decisions on the performance of Enpro Subsea Limited as well as tracking progress against its strategic objectives.

Other information and explanations

In the year, Enpro Subsea Limited transitioned from IFRS to FRS 101. The accounting policies detail the disclosures which the Company has taken exemption from.

 

ENPRO SUBSEA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The report was approved by the Board of Directors on 14 May 2026 and signed on its behalf by:

B FERGUSON
.............................................
B Ferguson
Director
14 May 2026
ENPRO SUBSEA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The Directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the Company is to provide subsea production optimisation products and services to the oil and gas industry.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid in either the current or prior year. The Directors do not recommend payment of a final dividend.

Directors

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

S Barrie
(Resigned 17 January 2025)
B Ferguson
A Johnson
D Tipton
A Blues
(Appointed 24 September 2025)
Future developments

The Directors remain confident that the Company will continue to expand its customer base and revenue through:

ENPRO SUBSEA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Going concern

The Directors have received confirmation that Hunting PLC, the ultimate parent company, will support the Company to ensure it can meet its obligations as they fall due for at least one year after the financial statements are authorised for issue.

 

In forming their assessment as to the availability of such support should it be required, the Directors have taken account of the Group's internal financial projections which indicate that it will retain sufficient liquidity to meet its funding requirements for twelve months from the approval of the financial statements. Such projections take account of Hunting PLC's continued access to sufficient financial resources, including a $200m Revolving Credit Facility ("RCF"), which was entered into in October 2024 and is due to expire in October 2028, and a $100m term loan. The $100m term loan has been arranged with a three-year tenor and pursuant to the conditions of the facility agreement, was fully drawn on signing of the facilities. These facilities replace the now cancelled $150m Asset Based Lending ("ABL") facility, increasing the Group's access to committed liquidity and extending the maturity of bank borrowing facilities. At 31 December 2025, the Group had total cash and bank/(borrowings) of $62.9m and total undrawn facilities of $200m.

 

The Group's internal financial projections indicate that the Group is expected to continue to be cash-positive during. 2026 and 2027, and consequently has sufficient liquidity to meet its funding requirements over the next twelve months. The Directors have also considered the principal risks and uncertainties to which the Company is exposed as set out in the Strategic Report and those disclosed in the Group's strategic report on page 87 of the Hunting PLC 2025 Annual Report.

 

The Directors, having made such enquiries and on the basis of the current financial projections and the facilities available to the Hunting PLC Group, are satisfied that the Company will have adequate financial resources to continue in operation and to meet its obligations as they fall due for the foreseeable future. Accordingly, the going concern basis has continued to be applied in the preparation of these financial statements.

Financial Risk Management
The activities of the Company expose it to certain financial risks, namely foreign exchange risk, credit risk and liquidity risk. The Company's risk management strategy seeks to minimise potential adverse effects on its financial performance. There are clearly defined objectives and principles for managing financial risk established by the Board of Directors, with policies, parameters and procedures covering foreign currency and cash management. The Company works closely with the treasury function of Hunting PLC to ensure proper implementation of the policies for foreign currency and cash management. Further information on the Company's financial risks and its financial risk management approach is disclosed in note 23.

The Company has used forward foreign exchange contracts to hedge its exposure to exchange rate movements during the year. Further information on the Company's derivative contracts is disclosed in note 23.

Financial risk management strategies are in line with Group, please refer to note 30 of the Hunting PLC 2024
Annual Report.
ENPRO SUBSEA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Research and development

The Company continues to utilise its technical and materials expertise to remain at the forefront of innovative technology and produce specialist products and services to maximise the performance and capabilities of its customers. The Company maintains its links to key oilfield service companies in the United Kingdom and elsewhere and continues to work with new and existing customers and suppliers to develop its knowledge and products.

Auditor

The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

Each Director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Post balance sheet events
The Directors do not consider any post balance sheet events to exist at the date of signing the financial statements.
This report was approved by the Board of Directors on 14 May 2026 and is signed on its behalf by:
B FERGUSON
B Ferguson
Director
14 May 2026
ENPRO SUBSEA LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -

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 101 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:

 

 

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.

ENPRO SUBSEA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENPRO SUBSEA LIMITED
- 8 -
Report on the audit of the financial statements
Opinion

In our opinion the financial statements of Enpro Subsea Limited (the ‘company’):

We have audited the financial statements which comprise:

 

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).

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 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 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.

ENPRO SUBSEA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ENPRO SUBSEA LIMITED
- 9 -
Responsibilities of directors

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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 company’s industry and its control environment, and reviewed the company’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 company’s business sector.

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

We discussed among the audit engagement team 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 on long-term contracts, driven by management's percentage of completion calculation. Our audit procedures involved: independent recalculation of recognised revenue using audited contract values and costs; challenge of the accuracy of estimated costs to complete; and reconciliation of contract asset and liability balances against cumulative revenue recognised and billed through 2025.

ENPRO SUBSEA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ENPRO SUBSEA LIMITED
- 10 -

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:

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:

 

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 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:

 

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.

SARAH MCGAVIN
Sarah McGavin CA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Aberdeen, United Kingdom
14 May 2026
ENPRO SUBSEA LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£'000
£'000
Revenue
4
17,155
6,029
Cost of sales
(9,425)
(4,242)
Gross profit
7,730
1,787
Administrative expenses
(5,737)
(3,773)
Other operating income
244
453
Operating profit/(loss)
5
2,237
(1,533)
Finance income
9
76
106
Finance costs
10
(50)
(57)
Loss on derivatives
11
(168)
-
Profit/(loss) before taxation
2,095
(1,484)
Tax (expense) / credit
12
(523)
298
Profit/(loss) for the financial year attributable to the owners of the company
1,572
(1,186)

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

ENPRO SUBSEA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
£'000
£'000
Profit/(loss) for the year
1,572
(1,186)
Other comprehensive income:
Items that may be reclassified to profit or loss
Cash flow hedges:
- Hedging loss arising in the year
(33)
(10)
Total comprehensive income/(expense) for the year attributable to the owners of the company
1,539
(1,196)
ENPRO SUBSEA LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£'000
£'000
Non-current assets
Intangible assets
13
846
882
Property, plant and equipment
14
5,131
4,929
Right-of-use assets
15
-
26
Investments
16
-
-
Derivative financial insturments
23
-
0
17
5,977
5,854
Current assets
Inventories
18
492
279
Trade and other receivables
19
9,136
7,430
9,628
7,709
Total assets
15,605
13,563
Current liabilities
Trade and other payables
20
4,530
3,953
Lease liabilities
21
-
0
19
4,530
3,972
Net current assets
5,098
3,737
Total assets less current liabilities
11,075
9,591
Non-current liabilities
Deferred tax liabilities
22
991
1,046
991
1,046
Total liabilities
5,521
5,018
Net assets
10,084
8,545
ENPRO SUBSEA LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
2024
2023
Notes
£'000
£'000
- 14 -
Equity
Called up share capital
26
-
0
-
0
Share premium account
27
4,198
4,198
Hedging reserve
28
(12)
21
Retained earnings
5,898
4,326
Equity attributable to the owners of the company
10,084
8,545
The financial statements were approved by the board of directors and authorised for issue on 14 May 2026 and are signed on its behalf by:
B FERGUSON
..............................................
B Ferguson
Director
Company registration number SC398784 (Scotland)
ENPRO SUBSEA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Share premium account
Hedging reserve
Retained earnings
Total
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023
-
4,198
15
5,512
9,725
Year ended 31 December 2023:
Loss for the year
-
-
-
(1,186)
(1,186)
Other comprehensive income:
Cash flow hedges gains
-
-
(11)
-
(11)
Total comprehensive income
-
-
(11)
(1,186)
(1,197)
Other movements
-
-
17
-
17
Balance at 31 December 2023
-
0
4,198
21
4,326
8,545
Year ended 31 December 2024:
Profit for the year
-
-
-
1,572
1,572
Other comprehensive income:
Cash flow hedges gains
-
-
(33)
-
(33)
Total comprehensive income
-
-
(33)
1,572
1,539
Balance at 31 December 2024
-
0
4,198
(12)
5,898
10,084
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Material accounting policies
Company information

Enpro Subsea Limited is a private Company limited by shares incorporated in Scotland. The registered office is c/o Hunting Energy Services, Badentoy Avenue, Portlethen, Aberdeen, AB12 4YB. The Company's principal activities and nature of its operations are disclosed in the directors' report.

The nature of the Company's operations and its principal activities are set out in the Strategic Report on pages 1 to 3.

1.1
Accounting convention

The company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework. These financial statements for the year ended 31 December 2024 are the first financial statements of Enpro Subsea Limited prepared in accordance with FRS 101. The company transitioned from UK-adopted IFRS to FRS 101 for all periods presented and the date of transition to FRS 101 was 1 January 2024.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

The financial statements have been prepared under the historical cost convention as modified by financial instruments recognised at fair value. The principal accounting policies adopted are set out below.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £'000.

 

The primary indicators of functional currency are the currency that mainly influences the sales price and cash inflows of the Company which is GBP, as this determines the pricing even of USD sales, which is the denomination only.

 

The Company's purchased goods and services are multi-currency including USD and EUR but the largest proportion of purchases are made in GBP. The competitive and regulatory forces to which the sales of Enpro Subsea Limited (ESL) are mainly exposed is also GBP. With regards the secondary indicators, ESL is funded in GBP and is an autonomous UK entity. As such management has concluded functional currency is GBP.

The financial statements of the Company are consolidated in the financial statements of Hunting PLC. These consolidated financial statements are available at 30 Panton Street, London, SW1Y 4AJ. Therefore, the Company is exempt under section 400 of the Companies Act 2006 from preparing group accounts.
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies
(Continued)
- 17 -
1.2
Going concern

The Directors havetrue received confirmation that Hunting PLC, the ultimate parent company, will support the Company to ensure it can meet its obligations as they fall due for at least one year after the financial statements are authorised for issue.

 

In forming their assessment as to the availability of such support should it be required, the Directors have taken account of the Group's internal financial projections which indicate that it will retain sufficient liquidity to meet its funding requirements for twelve months from the approval of the financial statements. Such projections take account of Hunting PLC's continued access to sufficient financial resources, including a $200m Revolving Credit Facility ("RCF"), which was entered into in October 2024 and is due to expire in October 2028, and a $100m term loan. The $100m term loan has been arranged with a three-year tenor and pursuant to the conditions of the facility agreement, was fully drawn on signing of the facilities. These facilities replace the now cancelled $150m Asset Based Lending ("ABL") facility, increasing the Group's access to committed liquidity and extending the maturity of bank borrowing facilities. At 31 December 2025, the Group had total cash and bank/(borrowings) of $62.9m and total undrawn facilities of $200m.

 

The Group's internal financial projections indicate that the Group is expected to continue to be cash-positive during. 2026 and 2027, and consequently has sufficient liquidity to meet its funding requirements over the next twelve months. The Directors have also considered the principal risks and uncertainties to which the Company is exposed as set out in the Strategic Report and those disclosed in the Group's strategic report on page 87 of the Hunting PLC 2025 Annual Report.

 

The Directors, having made such enquiries and on the basis of the current financial projections and the facilities available to the Hunting PLC Group, are satisfied that the Company will have adequate financial resources to continue in operation and to meet its obligations as they fall due for the foreseeable future. Accordingly, the going concern basis has continued to be applied in the preparation of these financial statements.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies
(Continued)
- 18 -
1.3
Revenue

Revenue from contracts with customers is measured as fair value of the consideration received or receivable for the provision of goods and services in the ordinary course of business, net of trade discounts, volume rebates, and sales taxes.

 

Revenue is recognised when control of the promised goods or services is transferred to the customer. Consequently, revenue for the sale of a product is recognised piecemeal over time during the period that control incrementally transfers to the customer while the good is being manufactured or the service is being performed.

 

Company's activities that require revenue recognition over time comprise:

 

Enpro uses an input method for measuring the progress towards completion of its performance obligations and consequently for measuring the amount of revenue that is recognised. Specifically, revenue is recognised in proportion to the total expected consideration that mirrors the costs incurred to date relative to the total expected costs to complete the performance. This method is considered to be the most appropriate as the inclusion of all cost, being materials, labour and direct overheads, best reflects the activities required in performing the promise to the customer.

 

When revenue from a customer is recognised, the amount is reported on the balance sheet as a contract asset if the performance obligation is incomplete as this asset reflects that it is conditional upon the Company completing the work. The revenue is recognised on the balance sheet as a trade receivable if a sales invoice has been issued as this asset reflects that it is unconditional other than the passage of time. The revenue is reported on the balance sheet as accrued income if the performance obligation has been completed but a sales invoice has not yet been issued. The Company recognises a contract liability on the balance sheet when amounts received and receivable from the customer exceed the value of the work done to date, reflecting that the Company is obligated to transfer goods or services in order to settle the prepayment from the customer.

1.4
Intangible assets other than goodwill

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 

Amortisation is charged so as to write off the cost of the asset to their residual value, over their estimated useful lives. Assets are amortised using the straight-line method at the rates detailed below.

 

The estimated useful lives range as follows:

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies
(Continued)
- 19 -
1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Critical spare parts are not consumed in production nor are they available for resale and therefore are determined to be capital in nature and depreciation brought into service.

Assets are depreciated to their expected residual values on a straight-line basis over their estimated useful lives, at the rates set out below:

Freehold property
17%
Office equipment
25%
Plant and equipment
5%-20%
Right-of-use assets
Over lease term

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 the statement of comprehensive income.

1.6
Impairment of tangible and intangible assets

At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. 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.

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

1.8
Cash and cash equivalents

Cash and cash equivalents 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.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies
(Continued)
- 20 -
1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company 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.

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. The Company’s financial assets at amortised cost includes trade and other receivables, amounts due from related parties, and cash and cash equivalents.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises. This category includes derivative instruments.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For trade and other receivables, the Company applies a simplified approach in calculating expected credit losses (ECLs). Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. Due to the nature of the balances the Company has determined that a provisions matrix is not appropriate and applies a scenario based approach to estimate lifetime ECL.

Derecognition of financial assets

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.

1.10
Financial liabilities

The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies
(Continued)
- 21 -
Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

 

 

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

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

1.11
Fair value measurement

The Company measures the fair value of financial assets and liabilities on a recurring basis, defining fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value is based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes not only the credit standing of counterparties involved and the impact of credit enhancements but also the impact of our own non-performance risk on our liabilities. Fair value measurements are classified and disclosed in one of the following categories:

 

Level 1: Fair value is based on actively-quoted market prices.

 

Level 2:    In the absence of actively-quoted market prices, the Company seeks price information from external sources, including broker quotes and industry publications. Substantially all of these inputs are observable in the marketplace during the entire term of the instrument, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

 

Level 3:    If valuations require inputs that are both significant to the fair value measurement and less observable from objective sources, the Company shall estimate prices based on available historical and near-term future price information and certain statistical methods that reflect the Company's market assumptions.

1.12
Equity instruments

Equity instruments issued by the 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 at the discretion of the company.

1.13
Taxation

The taxation recognised in the Income Statement comprises current tax and deferred tax arising on the current year’s result before tax and adjustments to tax arising on prior years’ results before tax.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies
(Continued)
- 22 -
Current tax

Current tax is the expected tax payable or receivable arising in the current year on the current year’s result before tax, using tax rates enacted or substantively enacted at the balance sheet date, plus adjustments to tax in respect of prior years’ results.

Deferred tax

Deferred tax is the tax that is expected to arise when the assets and liabilities recognised in the Company’s balance sheet are realised, using tax rates enacted or substantively enacted at the balance sheet date that are expected to apply when the asset is realised or the liability is settled. Full provision is made for deferred taxation, using the liability method, on all taxable temporary differences. Deferred tax assets and liabilities are recognised separately on the balance sheet, unless offsetting is required, and are reported as non-current assets and liabilities. Deferred tax assets and liabilities are offset, and recognised net on the balance sheet, where the entity has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to income taxes, levied by the same taxation authority, that can be settled on a net basis.

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 the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The recoverability of deferred tax assets is reviewed at each balance sheet date and deferred tax assets are recognised to the extent that sufficient taxable profit is expected to be available to allow the deferred tax asset to be utilised.

When items of income and expense are recognised in other comprehensive income, the current and deferred tax relating to those items is also recognised in other comprehensive income.

1.14
Employee benefits

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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies
(Continued)
- 23 -
1.16
Share-based payments

The Company participates in the Hunting PLC performance-based share awards, which are granted annually to senior employees of the Hunting PLC Group, under the HPSP rules. Awards are granted at nil cost under the HPSP rules. The performance-based HPSP awards are divided into five tranches of differing proportions. Each tranche is subject to a three-year vesting period and Hunting PLC performance is measured against various performance measures.

 

The Company also participated in the Hunting PLC time-based share awards under the HPSP. Annual awards of shares may be made to employees subject to continued employment during the vesting period. There are no performance conditions attached. Awards are granted at nil cost under HPSP.

 

The fair value of awards granted under the HPSP is calculated using two separate models. The fair value of awards subject to a market-related performance condition, specifically Hunting PLC Group performance against the TSR of a bespoke peer group, is calculated using the Stochastic pricing model (also known as the "Monte Carlo" model). The fair value of performance-based awards not subject to a market-related performance condition, specifically Hunting PLC Group performance against EPS and ROCE targets, and the time-based HPSP awards is calculated using the Black-Scholes pricing model.

 

The methods to calculate the assumptions for both models are:

 

The Company is charged by the Group for its participation in the share-based payment schemes. The Company settles the share-based payment charge with the Group through the intercompany netting agreement.

 

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
2
Adoption of new standards, amendments and interpretations
In the current year, the following new and revised Standards and Interpretations have been adopted by the company:
Effective date:
IAS 1 (Amendments)
Classification of liabilities as current or non-current
1 January 2024
IAS 1 (Amendments)
Non-current liabilities with covenants
1 January 2024
IFRS 16 (Amendments)
Leases - Lease liability in a Sale and leaseback
1 January 2024
IAS 7 and IFRS 7 (Amendments)
Statement of Cashflows and supplier finance arrangements
1 January 2024
The Directors have considered the adoption of the Standards listed above and have concluded that they will not have a material impact on the financial statements of the Company and there have been no changes to accounting policies or retrospective adjustments following adoption of these.
3
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements
Revenue and margin recognition on long-term contracts

Revenue on unfulfilled contracts is recognised based on the estimated stage of completion and only when the outcome of the contract can be estimated reliably. At 31 December 2024 there were 16 contracts (2023: 9) in the course of completion which required an assessment of the stage of completion and expected profitability. The stage of completion is reviewed on a contract by contract basis.

 

In making this judgement, management have considered the detailed criteria for the recognition of revenue from the sale of goods set outlined IFRS 15 - Revenue from Contracts with Customers. Management have concluded that the most reliable measure of completion against performance obligations is based on the proportion of the total contract costs incurred to date.

Key sources of estimation uncertainty

No such items have been identified.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
4
Revenue
4.1 Disaggregated Revenue information
Set out below is the disaggregation of revenue from the Company's contracts with customers:
For the year ended 31 December 2024
F Decom
F Dev
FAM
FIS
Total
£'000
£'000
£'000
£'000
£'000
Type of goods or service
9,346
138
5,821
1,850
17,155
Geographical markets
United Kingdom
9,346
138
228
-
9,712
America
-
-
5,424
1,850
7,274
Africa
-
-
169
-
169
Asia PAC
-
-
-
-
-
Total revenue from contracts with customers
9,346
138
5,821
1,850
17,155
Timing of revenue recognition
Goods transferred over time
9,346
138
5,821
1,850
17,155
For the year ended 31 December 2023
F Decom
F Dev
FAM
FIS
Total
£'000
£'000
£'000
£'000
£'000
Type of goods or service
1,221
3,668
195
945
6,029
Geographical markets
United Kingdom
1,221
18
195
-
1,434
America
-
2,671
-
-
2,671
Africa
-
979
-
-
979
Asia PAC
-
-
-
945
945
Total revenue from contracts with customers
1,221
3,668
195
945
6,029
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Revenue
(Continued)
- 26 -
Timing of revenue recognition
Goods transferred over time
1,221
3,668
195
945
6,029
Set out below, is the reconciliation of the revenue from contracts with customers:
For the year ended 31 December 2024
F Decom
F Dev
FAM
FIS
Total
£'000
£'000
£'000
£'000
£'000
External customers
9,346
138
5,652
-
15,136
Intercompany customers
-
-
169
1,850
2,019
Total revenue from contracts with customers
9,346
138
5,821
1,850
17,155
For the year ended 31 December 2023
F Decom
F Dev
FAM
FIS
Total
£'000
£'000
£'000
£'000
£'000
External customers
1,221
2,694
195
945
5,055
Intercompany customers
-
974
-
-
974
Total revenue from contracts with customers
1,221
3,668
195
945
6,029
4.2 Contract balances
2024
2023
£'000
£'000
Trade receivables (note 19)
2,188
3,404
Contract assets (note 19)
2,087
687
Contract liabilities (note 20)
1,184
2,611
Contract assets/contract liabilities relate to revenue earned from ongoing subsea services and the obligation to transfer goods/services from ongoing subsea services. At the end of the year, for each project, the Company has the right to consideration based upon completion of the relevant milestones. As the right is still conditional we have categorised as contract asset rather than accrued revenue. The balances of these accounts vary and depend on the percentage of completion per project at the year end. All movements in contract assets/contract liabilities relate to the normal evolution of the contracts. No catch up adjustments or impairments were posted to either period.
4.3 Transaction price
The transaction price is determined with reference to the contractual agreed value. There is no material variable consideration and variation orders are only included once agreed with the client. There is no non-cash consideration or significant impact of time value of money.
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Revenue
(Continued)
- 27 -
4.4 Performance obligations
Information about the Company's performance obligations are summarised below:
Field Decommissioning ("F Decom")
F Decom is a low risk method of accessing trapped attic fluids in gravity based structures, enabling operators to meet their OSPAR requirements.
The F Decom contract comprises two different types of contract. Sale of equipment and provision of services.
Under the sale of equipment, Enpro promises to provide equipment to the customer, no other service such as installation etc is promised. The customer would engage in field decommissioning services as a separate arrangement. As such provision of the equipment is the performance obligation in the contract.
Flow Access Modules ("FAM")
FAM creates a flexible access point within the subsea jumper envelope, enabling the use of standard Christmas trees whilst providing life of field flexibility within the system design.
Enpro produces FAM equipment which is provided to the customer. The customer benefits from each item of FAM equipment. Each item of FAM equipment delivered as part of the contract would constitute a distinct performance obligation under IFRS15.
Field Development ("F Dev")
F Dev provides outsourced engineering and project management expertise to provide best execution and delivery of clients field development strategies.
Under these contracts, Enpro is responsible for providing qualified and skilled employees. The customer takes responsibility for the work done by them.
This is a contract type where each hour of service provided is a distinct performance obligation under IFRS15.
However, given the nature of the services provided are the same, Enpro can apply series guidance and consider the work done by the employee per week or month as one performance obligation under series guidance under IFRS15.
Flow Intervention System ("FIS")
FIS is an intervention system and aftermarket support offering for low cost hydraulic intervention.
Under these contracts, Enpro is responsible for providing qualified and skilled employees. The customer takes responsibility for the work done by them.
This is a contract type where each hour of service provided is a distinct performance obligation under IFRS15.
However, given the nature of the services provided are the same, Enpro can apply series guidance and consider the work done by the employee per week or month as one performance obligation under series guidance under IFRS15.
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Revenue
(Continued)
- 28 -
4.5 Unsatisfied contracts
At the year end, the Company has contracts with which there are remaining performance obligations either partially or fully satisfied of £9,823k (2023: £12,231k). It is expected that £9,642k of the transaction price allocated to unsatisfied performance obligations as of 31 December 2024 will be recognised as revenue in 2025 (2023: £7,943k in 2024) and the remaining £181k in future years (2023: £4,288k after 2024).
5
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£'000
£'000
Exchange gains
(83)
(34)
Research and development costs
8
3
Government grants
(45)
(135)
Other income from related parties
(197)
(318)
Depreciation of property, plant and equipment (note 14)
342
355
Depreciation of right-of-use assets (note 15)
26
61
Amortisation of intangible assets (note 13)
36
64
Cost of inventories recognised as an expense
6,589
2,873
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
66
45
7
Employees

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

2024
2023
Number
Number
Management
5
5
Other
29
15
Total
34
20
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Employees
(Continued)
- 29 -

Their aggregate remuneration comprised:

2024
2023
£'000
£'000
Wages and salaries
3,559
1,519
Social security costs
438
183
Pension costs
233
195
4,230
1,897
8
Directors' remuneration
All of the Directors are paid by entities under common control who make no recharges to the Company. Details of Directors' remuneration, service contracts and interest in the Company's shares and share options are set out in the Directors' Remuneration Policy and Annual Report on remuneration, located at www.huntingplc.com
9
Finance income
2024
2023
£'000
£'000
Interest income
Interest receivable from group companies
76
106

Interest income represents interest charged on intercompany balances.

10
Finance costs
2024
2023
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
50
56
Interest on lease liabilities
-
1
Total finance costs
50
57
11
Loss on derivatives
2024
2023
£'000
£'000
Loss on derivatives not in a hedge
168
-
Total
168
-
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
12
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
571
(216)
Adjustments in respect of prior periods
8
2
Total UK current tax
579
(214)
Deferred tax
Origination and reversal of temporary differences
(21)
(87)
Adjustment in respect of prior periods
(35)
3
(56)
(84)
Total tax charge/(credit)
523
(298)

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

2024
2023
£'000
£'000
Profit/(loss) before taxation
2,095
(1,484)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2023: 23.50%)
524
(349)
Effect of expenses not deductible in determining taxable profit
26
51
Adjustment in respect of prior years
(27)
5
Difference in tax rate between CT and DT
-
(5)
Taxation charge/(credit) for the year
523
(298)

Current tax receivable or payable balances are calculated considering the overall aggregated UK entity position. The UK entities are part of a group relief group for tax purposes and are also part of a group payment arrangement with HMRC, where payments are made on behalf of the group to HMRC and are then distributed between the UK entities after all tax returns are submitted for a particular period. Any UK entities who have current year tax losses will surrender these to the other UK group entities who have taxable profits, to the extent available, through group relief, and are paid for these tax losses at the prevailing statutory tax rate for the period. Current tax balances disclosed at the balance sheet date are the best estimate of that entity’s contribution to the overall aggregated UK entities tax position with HMRC. Where a company is in an overall receivable position due to current year tax losses, it is expected that when the tax returns are finalised for that period, they will receive payment from another UK group entity for current year tax losses they have surrendered for group relief.

 

The Finance Act 2021 enacted an increase in the mainstream corporation tax rate from 19% to 25% with effect from 1 April 2023. The impact in 2023 is a blended rate of 23.5% resulting from this change.

 

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
13
Intangible fixed assets
Patents & licences
Development costs
Trademarks
Total
£'000
£'000
£'000
£'000
Cost
As at 31 December 2023 and 31 December 2024
721
553
3
1,277
Amortisation and impairment
At 1 January 2024
394
-
0
1
395
Charge for the year
36
-
0
-
0
36
At 31 December 2024
430
-
0
1
431
Carrying amount
At 31 December 2024
291
553
2
846
At 31 December 2023
327
553
2
882

Development expenditure relates to engineering and testing of new applications for the existing product lines which is not complete and in use at year end. Amortisation is not currently being charged but will be charged once the applications have been completed and are commercially available.

14
Property, plant and equipment
Freehold property
Plant and equipment
Office equipment
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
33
6,795
143
6,971
Additions
-
0
544
-
0
544
At 31 December 2024
33
7,339
143
7,515
Accumulated depreciation and impairment
At 1 January 2024
31
1,883
128
2,042
Charge for the year
2
336
4
342
At 31 December 2024
33
2,219
132
2,384
Carrying amount
At 31 December 2024
-
0
5,120
11
5,131
At 31 December 2023
3
4,911
15
4,929
Plant and equipment additions in the year are solely made up of construction in progress. There was no construction in progress brought forward.
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
15
Right-of-use Assets
Office lease
£'000
Cost
As at 31 December 2023 and 31 December 2024
367
Accumulated depreciation
At 1 January 2024
341
Charge for the year
26
As at 31 December 2024
367
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
26
16
Investments
2024
2023
£'000
£'000
Investments in subsidiaries
-
-

The investments in subsidiaries are all stated at cost. The cost of the investments is £2.

 

 

17
Subsidiaries

Details of the Company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Principal activities
Class of
% Held
shares held
Direct
Enpro Subsea Operations Limited
1
Dormant company
Ordinary
100.00
Enpro Subsea Group Limited
1
Holding company
Ordinary
100.00

Registered office addresses:

1
C/O Hunting Energy Services, Badentoy Avenue, Badentoy Industrial Estate, Portlethen, Aberdeen, United Kingdom, AB12 4YB

The financial statements of the above entities are made up to 30 September 2024.

 

Hunting Energy Holdings Limited is the Company's immediate parent undertaking. The results of the Company are included in the consolidated Group statutory financial statements of Hunting PLC which is the ultimate parent Company and controlling party, it is the smallest and largest group to consolidate the Company.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
18
Inventories
2024
2023
£'000
£'000
Finished goods
492
279
19
Trade and other receivables
2024
2023
£'000
£'000
Trade receivables
2,188
3,404
Contract assets (note 4)
2,087
687
Corporation tax recoverable
-
234
VAT recoverable
237
251
Amounts owed by fellow group undertakings (note 29)
1,843
1,332
Amounts owed by related parties (note 29)
2,685
1,269
Other receivables
3
86
Prepayments and accrued income
93
167
9,136
7,430

The Company applies the simplified approach for trade receivables and applies a provision matrix taking into account history of default and forward looking factors. Materially all trade receivables are under one year and within normal payment terms. There is no history of defaults and no forward looking factors that imply a risk for credit loss, therefore no expected credit loss has been recognised.

Interest is charged at a market rate of 6.75% (2023: 7%) on the loan to Hunting Knightsbridge Holdings Limited. There is no interest charged on trading balances and the balances are repayable within 12 months. The Directors have assessed the receivable balance under an expected credit loss model and believe it to be recoverable.
20
Trade and other payables
2024
2023
£'000
£'000
Trade payables
1,070
720
Contract liabilities (note 4)
1,184
2,611
Amounts owed to fellow group undertakings (note 29)
426
267
Amounts owed to related parties (note 29)
665
-
0
Accruals and deferred income
496
310
Current tax liabilities
657
-
Other payables
32
45
4,530
3,953

The intercompany balances are trading in nature unless stated otherwise. Interest is charged at a market rate of 6.75% (2023: 7.25%) on the loan from Hunting Knightsbridge Holdings Limited and the source currency is USD.

 

There is no interest charged on trading balances and the balances are payable on demand.

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
21
Lease liabilities
2024
2023
Net amounts due
£'000
£'000
Within one year
-
0
19
2024
2023
Maturity analysis of future lease payments
£'000
£'000
Within one year
-
19
2024
2023
Amounts recognised in the profit or loss include the following:
£'000
£'000
Interest on lease liabilities
-
1
Depreciation on ROU asset
26
61
26
62
22
Deferred taxation
2024
2023
£'000
£'000
Deferred tax balances
991
1,046

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.

Accelerated capital allowances
Fair value adjustments
Investment property
Short term timing differences
Total
£'000
£'000
£'000
£'000
£'000
Liability at 1 January 2023
(1,054)
(5)
(78)
6
(1,131)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
12
-
78
(6)
84
Credit direct to equity
-
1
-
-
1
Liability at 1 January 2024
(1,042)
(4)
-
-
(1,046)
Deferred tax movements in current year
Charge/(credit) to profit or loss
56
-
-
-
56
Credit direct to equity
-
(1)
-
-
(1)
Liability at 31 December 2024
(986)
(5)
-
-
(991)
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Deferred taxation
(Continued)
- 35 -

Deferred tax assets of £nil (2023: £422) have been recognised as the Company has assessed that the realisation of the benefit is probable.

 

23
Derivatives

Currency Derivatives

The Company uses derivatives for economic hedging purposes and no speculative positions are entered into by the Company. However, where derivatives do not meet the hedge accounting criteria, they are classified as “held for trading” for accounting purposes and are accounted for at fair value through profit or loss. The Company has used spot and forward foreign exchange contracts to hedge its exposure to exchange rate movements during the year. Foreign exchange outright contracts are used to manage exposures, with funding swaps being used to produce required currencies when needed.

Fair values of financial assets and financial liabilities
Forward foreign exchange contracts have also been designated in a fair value hedge to hedge the foreign exchange movement in foreign currency trade receivables during the year. The value of the forward foreign exchange contract matches the value of the trade receivables as a result of movements in the USD/GBP exchange rates, being the hedged risk.
Cash Flow Hedge
The Company also entered into forward foreign exchange contracts to hedge certain receipts from customers and these highly probable forecast transactions have been designated in a cash flow hedge relationship. The value of the forward foreign exchange contract matches the value of the forecast cash flow and they move in opposite directions as a result of movements in the USD/GBP exchange rates, being the hedged risk. It is anticipated that the trade receivables will be collected within 12 months after the invoice is issued, at which time the amount previously deferred in equity, will be taken to profit or loss.
Fair values of outstanding derivative financial instruments:
2024
2023
£000
£000
Forward foreign exchange contracts - cash flow hedges
-
17
Net book amount
-
17
24
Retirement benefit schemes
Defined contribution schemes

The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £233k (2023: £195k).

ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
25
Share-based payments

Performance-based awards

 

The Company participated in the Hunting PLC performance-based share awards, which are granted annually to senior employees of the Hunting PLC Group, under the HPSP rules. Awards are granted at nil cost under the HPSP rules. The performance-based HPSP awards are divided into five tranches of differing proportions. Each tranche is subject to a three-year vesting period and Hunting PLC performance is measured against various performance measures.

 

The performance period for the 2024 awards granted under the HPSP is 1 January 2023 to 31 December 2025. The vesting date of the 2024 awards is 6 March 2026 and, for share options, the option holder has seven years in which to exercise their vested awards. Share awards can only be exercised by the employees to whom they were granted.

 

Options outstanding

Details of the performance-based HPSP awards outstanding at 31 December are as follows:

2024
2023
Grant date
Expiry date
Normal vesting date
Number
Number
4 March 2021
4 March 2031
04.03.2024
-
35,739
4 March 2022
4 March 2032
04.03.2025
43,736
43,736
6 March 2023
6 March 2033
06.03.2026
34,700
34,700
78,436
114,175

The options outstanding at 31 December 2024 had a remaining contractual life of 7.68 years. No shares were exercised during the year so there is no weighted average share price.

Time-based awards
The Company also participated in the Hunting PLC time-based share awards under the HPSP. Annual awards of shares may be made to employees subject to continued employment during the vesting period. There are no performance conditions attached. Awards are granted at nil cost under HPSP.
Options outstanding
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
2024
2023
Grant date
Expiry date
Normal vesting date
Number
Number
4 March 2021
4 March 2031
04.03.2024
-
39,171
4 March 2022
4 March 2032
04.03.2025
55,590
55,590
6 March 2023
6 March 2033
06.03.2026
47,557
47,557
103,147
142,318
ENPRO SUBSEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Share-based payments
(Continued)
- 37 -

The options outstanding at 31 December 2024 had a remaining contractual life of 7.68 years. No shares were exercised during the year so there is no weighted average share price.

The amount recognised in the income statement attributable to the HPSP awards is a £186k charge (2023: £217k). These are recognised in administrative expenses.

26
Share capital
2024
2023
2024
2023
Ordinary authorised share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary of £1 each
145
145
-
-
27
Share premium account
2024
2023
£'000
£'000
At the beginning and end of the year
4,198
4,198
28
Hedging reserve
2024
2023
£'000
£'000
At the beginning of the year
21
15
Losses on cash flow hedges
(33)
(11)
Other transfers
-
17
At the end of the year
(12)
21

The Company's hedging strategy is defined by the group treasury function and gains/losses on cashflow hedges are as a result of the hedging activity within the year.

29
Related party transactions

Under Financial Reporting Standard 101, the Company is exempt from disclosing related party transactions with fellow group undertakings, as 100% of the voting rights are controlled by the ultimate parent undertaking, Hunting plc.

30
Controlling party

The Company’s ultimate parent company is Hunting PLC (registered number: 00974568), a public limited company registered in England. The Directors regard Hunting PLC as the ultimate parent and controlling party. The smallest and largest group in which the results of the Company are consolidated is that headed by Hunting PLC. A copy of these accounts are available at the registered office of Hunting PLC at 30 Panton Street, London, SW1Y 4AJ.

 

The Company is a wholly owned subsidiary of Hunting Energy Holdings Limited, a company registered in England, which is the immediate parent company.

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