ABS Consulting Ltd - Limited company accounts 25.1

REGISTERED NUMBER: 02201553 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

ABS Consulting Ltd

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTORS:

Dr B J Eccles

D J Humphreys

J N Stenzler

SECRETARIES:

M Mannix

D A Lawson

REGISTERED OFFICE:

Suite F1 First Floor

Building B Concentric

Warrington Road, Birchwood Park

Birchwood

Warrington

WA3 6WJ

REGISTERED NUMBER:

02201553 (England and Wales)

AUDITORS:

Bennett Brooks & Co Limited

Chartered Accountants

& Statutory Auditors

St George's Court

Winnington Avenue

Northwich

Cheshire

CW8 4EE

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of providing consulting services in specialised engineering, safety and risk management to a broad range of clients in the energy, chemical process, transportation, insurance and defence sectors.

REVIEW OF BUSINESS

Trading conditions in the company's established markets remained challenging throughout the year. Despite this, ABS Consulting Ltd continued to benefit from the ongoing investment in the civil nuclear sector and consolidation of services within the wider ABS Group of Companies ("ABS"). This integration has strengthened the company's ability to access global clients, broaden its service offering and leverage specialist technical expertise across the group.

During the year, the weakening of the US dollar relative to sterling resulted in an exchange loss of $130,205 (£110,187). While foreign exchange volatility impacted reported results, underlying operational performance remained resilient.

The Directors remain confident that the sustained emphasis on effective sales execution and business development activity in recent years will support continued improvement in the company's profitability and long-term financial performance.

FUTURE DEVELOPMENTS

Market conditions in the energy sector are expected to improve over the medium term, particularly within the renewables and nuclear markets. The company is well positioned to support the UK Government's continuing Green Deal initiatives, while continuing to serve established clients across the oil, gas, and chemical sectors.

However, the Directors recognise that the global outlook continues to be influenced by geopolitical uncertainty, including international conflicts, supply chain disruption and volatility in energy markets. These factors may affect client investment decisions and project timelines. The company will continue to monitor developments closely and adapt its strategic priorities as necessary.

During 2026, the company plans to enhance productivity and operational efficiency through the company wide implementation of proprietary Artificial Intelligence software, which is expected to support improved project delivery, profitability and scalability of future operations.

DIRECTORS

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

Dr B J Eccles

D J Humphreys

Other changes in directors holding office are as follows:

R P Moody - resigned 27 June 2025

J N Stenzler - appointed 27 June 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Bennett Brooks & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D J Humphreys - Director

22 May 2026

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and regulations which govern the preparation of financial statements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue, through management bias in manipulation of accounting estimates or accounting for significant transactions outside the normal course of business.

Audit procedures performed included:

· Enquiry of management around actual and potential litigation and claims and instances of non-compliance with laws and regulations;

· Auditing the risk of management override of controls, through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and evaluating the business rationale of significant transactions outside the normal course of business;

· Reviewing financial statement disclosures and agreeing to supporting documentation to assess compliance with applicable laws and regulations; and

· Review of board meeting minutes.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jason Leach FCA (Senior Statutory Auditor)

for and on behalf of Bennett Brooks & Co Limited

Chartered Accountants

& Statutory Auditors

St George's Court

Winnington Avenue

Northwich

Cheshire

CW8 4EE

22 May 2026

TURNOVER

3,041,079

2,826,225

Cost of sales

(2,045,785

)

(1,978,154

)

GROSS PROFIT

995,294

848,071

Administrative expenses

(748,748

)

(640,815

)

OPERATING PROFIT

4

246,546

207,256

Interest receivable and similar income

1,052

1,250

PROFIT BEFORE TAXATION

247,598

208,506

Tax on profit

(59,819

)

(51,292

)

PROFIT FOR THE FINANCIAL YEAR

187,779

157,214

FIXED ASSETS

Tangible assets

5

21,505

18,270

CURRENT ASSETS

Debtors

6

10,630,782

10,590,064

Cash at bank

162,245

61,467

10,793,027

10,651,531

CREDITORS

Amounts falling due within one year

7

(8,962,269

)

(9,005,317

)

NET CURRENT ASSETS

1,830,758

1,646,214

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,852,263

1,664,484

CAPITAL AND RESERVES

Called up share capital

9

118,415

Share premium

205,292

Retained earnings

1,528,556

1,340,777

SHAREHOLDERS' FUNDS

1,852,263

1,664,484

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

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

D J Humphreys - Director

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

Transactions are rounded to the nearest £.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is estimated using agreed bill rates, approved time cards and expenses.

Turnover, which is stated net of value added tax, represents the value of services provided to clients (including other group companies) during the year, after provision for contingencies and anticipated future losses on contracts, including amounts not invoiced.

The amount of profit attributable to the stage of completion of a long term contract is recognised when the outcome of the contract can be foreseen with reasonable certainty. Turnover for such contracts is stated at cost appropriate to their stage of completion plus attributable profits, less amounts recognised in previous years. Provision is made for any losses as soon as they are foreseen.

Contract work in progress is stated at costs incurred, less those transferred to the profit and loss account, after deducting foreseeable losses and payments on account not matched with turnover.

Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account.

Payments on account made in excess of turnover recognised are included in creditors within accruals and deferred income.

The turnover and pre-tax profit or loss is attributable to the provision of consulting services in specialised engineering, safety and risk management to a broad range of clients in the energy, chemical process, transportation, insurance and defence sectors.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows;

Leasehold improvements Over the lease term (3 years)

Fixtures and fittings 3 to 5 years straight line

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Group relief received from or paid to fellow UK subsidiary companies, is paid for in full via intercompany account.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The financial statements have been prepared on a going concern basis. Although market conditions are expected to improve in the coming year, the global economic and political conditions remain uncertain, hence a letter of support has been provided by the ultimate parent company. Having assessed the ability of the parent to provide the necessary support, the directors are satisfied that it is appropriate to adopt the going concern basis in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 24 (2024 - 20 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

Depreciation - owned assets

20,438

25,189

5.	TANGIBLE FIXED ASSETS

Fixtures

Leasehold

and

improvements

fittings

Totals

£

COST

At 1 January 2025

109,904

114,802

224,706

Additions

-

23,673

At 31 December 2025

109,904

138,475

248,379

DEPRECIATION

At 1 January 2025

96,466

109,970

206,436

Charge for year

10,253

10,185

20,438

At 31 December 2025

106,719

120,155

226,874

NET BOOK VALUE

At 31 December 2025

3,185

18,320

21,505

At 31 December 2024

13,438

4,832

18,270

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

463,319

501,180

Amounts recoverable on

contracts

496,319

574,819

Amounts owed by group undertakings

9,629,769

9,388,858

Other debtors

7,503

-

Corporation tax recoverable

-

49,676

Prepayments & accrued income

33,872

75,531

10,630,782

10,590,064

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

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade creditors

34,312

73,972

Amounts owed to group undertakings

8,671,955

8,702,395

Social security & other taxes

94,778

84,669

Other creditors

1,590

1,380

Accrued expenses

159,634

142,901

8,962,269

9,005,317

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

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

Within one year

22,822

47,358

Between one and five years

3,202

20,901

26,024

68,259

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

54,152

Ordinary A

£0.50

27,076

182,678

Ordinary B

£0.50

91,339

118,415

The Ordinary A and Ordinary B shares carry equal voting rights and rights to dividends.

10.	PARENT COMPANY

The American Bureau of Shipping is the Company's ultimate controlling party by virtue of its indirect holding of 100% of the Company's issued share capital.

ABSG Consulting Inc. is the Company's controlling party by virtue of its direct holding of 100% of the Company's issued share capital. Voting rights follow the shareholdings.

The Company is a subsidiary undertaking of The American Bureau of Shipping, an entity incorporated by special statute in the United States of America.

The largest group in which the results of the Company are consolidated is that headed by The American Bureau of Shipping. The consolidated financial statements of this group are available from the following address:

1701 City Plaza Drive

Spring

TX 77389

USA

The smallest group in which they are consolidated is that headed by ABSG Consulting Inc, a company incorporated by special statute in the United States of America. The consolidated financial statements of this group are available from the following address:

1701 City Plaza Drive

Spring

TX 77389

USA