ABS Europe Ltd - Limited company accounts 25.1

REGISTERED NUMBER: 02562251 (England and Wales)

Group Strategic Report, Directors' Report and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

ABS Europe Ltd

Page

Company Information

1

Group Strategic Report

2

Directors' Report

6

Report of the Independent Auditors

10

Consolidated Income Statement

13

Consolidated Other Comprehensive Income

14

Consolidated Balance Sheet

15

Company Balance Sheet

16

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

P Midgley-Carver

D H Mehta

SECRETARY:

D P Finn

REGISTERED OFFICE:

111 Old Broad Street

London

EC2N 1AP

REGISTERED NUMBER:

02562251 (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 Strategic and Directors' reports and the financial statements for the year ended 31 December 2025. Together, they form the annual report and accounts.

PRINCIPAL ACTIVITIES

The Group's principal activities in the year under review were the testing and surveying of vessels and other structures, together with industrial verification and consulting services, primarily for the benefit of maritime industry within Europe and Africa.

BUSINESS REVIEW

The key financial and other performance indicators during the year were as follows:

2025

2024

Change

£'000

%

Turnover

69,273

66,968

3%

Gross profit

13,054

11,351

15%

Gross profit %

19%

17%

2%

Operating expenses

(65,579)

(63,825)

-3%

Operating profit

3,694

3,143

18%

Other financing income/(expenses)

8,575

(4,879)

(276%)

The turnover generated by the Company's operations has remained stable during the year. An increase in Cost Plus revenue from the increased cost base has contributed to a revenue growth of £1.2m. The continuing political uncertainty resulting from the Eastern European conflict did not have a major impact on the Company. Revenue from ABS Group Ltd was zero, and the transfer of the Inspection and Quality Services to other entities was completed at the end of 2023. ABS Marine Services Ltd revenue reflected reduced levels of third-party inspection, condition assessment and expert witness activity, and not benefit from non-recurring project work as it did in 2024. Overall, group turnover increased by £2.3m.

The Hellenic subsidiary of ABSEL opened a Ship Safety Center during 2025. This uses new immersive training techniques, game-based learning and virtual reality environments to educate and prepare seafarers to handle a multi-dimensional industry with alternative fuels and emerging technologies.

Other financing income for the year totals £8,575,000 (2024: expense of £4,879,000). This includes the effect of the impact in foreign exchange movement on the translation of balances and transactions, including intercompany balances, primarily in overseas locations, and the net interest income/ (expense) on defined benefit assets/ (liabilities). In common with previous periods, the Company settled a significant proportion of the intercompany balances that it had with its parent, American Bureau of Shipping (ABS), in order to mitigate ABS Europe Ltd's exposure to foreign exchange movements. Further details regarding the above are outlined in the Principal risks and uncertainties section below.

PRINCIPAL RISKS AND UNCERTAINTIES

For ABS Europe Ltd and its principal subsidiaries, namely: ABS Hellenic Single Member Ltd (Hellenic), ABS Italy Srl (Italy Srl) and ABS Europe (Ghana) Upstream Limited (ABSEGU Limited) operating profit margin risks, arising from a downturn in the shipbuilding business, have been to a great extent mitigated through the adoption of a cost plus pricing arrangement with the ultimate parent undertaking. However, in the event of a significant downturn in business, future profits could be impacted by a reduction in the cost base of these companies (and the resulting reduction in turnover).

With effect from year end ended 31 December 2016, The American Bureau of Shipping (ABS) and ABS Europe Limited (ABSEL) entered an agreement to settle outstanding USD denominated intercompany assets/ liabilities by assigning the USD balances a local currency equivalent value at the end of the year. In doing so, the foreign currency risk attached to those USD denominated intercompany assets/ liabilities held by ABSEL, is transferred to ABS. Any net residual balance is held by ABSEL in local currency. A similar process has been undertaken during 2025. The effect of this on the accounts of ABSEL is to eliminate large opposing intercompany balances denominated in US dollars and local currency and consequently reduce exposure to the inherent foreign exchange risk. In 2019 this agreement was extended to cover foreign exchange movements in ABSEL's branch in Angola.

In addition, ABSEL, Hellenic, Italy Srl and ABSEGU Limited are exposed to risks arising from the continued existence of its sole customer and parent, the American Bureau of Shipping (ABS). The Directors consider that the risk of reliance on one revenue provider is low with revenues guaranteed through its cost plus agreement and the strong liquidity position of its one client, ABS. The businesses have a very low credit and litigation risk profile as much of this exposure is with ABS. However, this profile could be indirectly affected by events that challenge ABS.

The effects of movement in exchange rates are mitigated by matching revenue and expense currencies where possible.

PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)

Whilst ABSEL will not be directly impacted significantly by climate change, it recognises that the shipbuilding business and shipping industry could be impacted, especially with the reduction in use of fossil fuels. ABS sees this as an opportunity to offer new services with its industry-leading suite of marine and offshore sustainability services, which are now coming to market.

ABSEL operates in certain regions where this is a risk arising from political uncertainty. This was considered when making the decision to close the Russian branch in 2023. The more recent conflicts in Gaza and around the Persian Gulf are being closely monitored for escalation to the surrounding region, where ABSEL operates, to mitigate the risk.

SECTION 172(1) COMPANIES ACT STATEMENT

A director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

a) the likely consequences of any decision in the long-term;

b) the interests of the company's employees;

c) the need to foster the company's business relationships with suppliers, customers and others;

d) the impact of the company's operations on the community and the environment;

e) the desirability of the company maintaining a reputation for high standards of business conduct; and

f) the need to act fairly as between members of the company.

Stakeholder Engagement

The Board has identified key stakeholders (as set out in this statement) and undertook a variety of activities to engage with stakeholders during 2025. Details are set out below, together with additional information on related engagement activities undertaken with ABS & affiliated companies (ABSAC) which impacted ABSEL.

Customers/Shareholder

The Company's parent company, ABS, is also its principal customer. The Company recognises its contribution to the overall success of ABSAC. Through the ABSAC reporting structure, the Board reports regularly and maintains ongoing communication with senior management across ABSAC to support the achievement of shared strategic objectives.

During 2025, ABS continued to strengthen its position as a technical and safety leader in the maritime sector. Publicly available ABS reporting highlights continued focus on translating technological innovation into practical, verifiable improvements in safety, reliability and performance. ABS also reported that it became the world's top class society by gross tonnage in 2025, reinforcing the strength of the wider organisation in which the Company operates.

Employees

Employees are the Company's greatest asset and are essential to delivering high-quality service to its customer. The Company continues to use technology and structured communication channels to engage with employees. The bi-annual Chairman's Message continued to keep employees informed about developments within the Company, provide an overview of performance, spotlight operations across the business and offer employees the opportunity to raise questions with senior management. Regular meetings between managers and their direct reports, together with the structured annual employee performance evaluation process, enable concerns and feedback from employees to be escalated to senior management.

The digital newsletter, ABS Insider, continues to help ensure that staff remain informed and engaged with developments across ABSAC. Employees also continue to have access to the LinkedIn Learning platform, offering a wide range of professional development content. This complements the Beacon career development programme, which supports ongoing learning and helps employees build and manage their careers.

Within the Engineering function there is an Engagement Champion team to facilitate engagement across ABSAC. The Women in Industry Networking Group continues to facilitate the sharing of valuable insights and practical approaches to careers. The diversity, equity and inclusion (DE&I) webpage connects employees to the ABS global DE&I efforts. New Employee Resource Groups (ERG) established during 2024 included Asian Community Empowerment (ACE) and Military Veterans and Professionals (MVP).

SECTION 172(1) COMPANIES ACT STATEMENT (CONTINUED)

Employees (continued)

Safety and People remain two of the ABSAC Values, and the safety of our people remains paramount. With the input and participation of our workers, the Company is committed to continually improving the effectiveness of its Health, Safety, Quality and Environmental (HSQE) performance and management system. This is achieved by identifying risks and opportunities that help eliminate hazards and reduce risk, and by providing safe and healthy working conditions for the prevention of work-related injury, ill health and pollution.

Employee meetings are held regularly in our offices, with safety topics discussed at the beginning of larger office group meetings. HSQE training continues to be delivered to employees, and employees are encouraged to report incidents through the internal online Health & Safety Incident Management System. Recognition awards continue to be given to employees demonstrating leadership in health and safety.

ABS public reporting for 2025 states that its safety commitment continues to be reinforced through regular engagement at every level, with field personnel conducting weekly safety meetings and office personnel gathering monthly to address location-specific safety issues and annual safety themes. ABS also continues to describe itself publicly as a global HSQE leader.

We strive to achieve zero lost time accidents annually. For 2025, ABSAC, globally achieved a Lost Time Incident (LTI) rate of 0.00 (2024: 0.00) (per million hours) and a Total Reportable Incident (TRI) Index of 0.27 (2024: 0.25) (per 200,000 hours). The LTI rate remained in line with the prior year and continued to reflect the organisation's objective of zero lost time accidents. The TRI Index remained below 0.30. ABS public reporting for 2025 states that its safety commitment continues to be reinforced through regular engagement at every level, with field personnel conducting weekly safety meetings and office personnel gathering monthly to address location-specific safety issues and annual safety themes. ABS continues to maintain ISO 45001:2018 certification, demonstrating compliance with the global standard for occupational health and safety management systems.

Pension Schemes and Pensioners

The board takes direct responsibility for safeguarding the interests of employees, former employees, pensioners and the Company's obligations to its defined benefit pension schemes. This includes ensuring that Pension Trustees include employee representation.

Suppliers

Procurement of goods and services remains an important part of the Company's business operations and can deliver significant value through a consistent approach to planning and implementation of procurement best practice. The Company has a defined procurement policy and is dedicated to the highest standards of ethical conduct. It is the Company's goal to remain in good standing with its suppliers. The Company's payment practice is to pay invoices, once approved, before due dates. Regular assessment of supplier performance during contractual engagements helps ensure that relationships remain competitive and mutually beneficial.

Community and Environment

The mission of ABSAC is to serve the public interest as well as the needs of its members and clients by promoting the security of life and property and preserving the natural environment. As the global maritime industry continues to transform, digital technologies remain a key enabler in building a cleaner, safer, more efficient and sustainable future. Public ABS reporting in 2025 continued to emphasize the role of AI, automation, digital systems and advanced analytics in changing engineering and operational practices across the maritime lifecycle.

ABSAC remains well positioned as a technical and safety leader. The core engineering and technology competence of its people, together with the depth of experience they bring to problem-solving, continues to be a key differentiator. ABS also reported in 2025 that ABS Wavesight products were installed on more than 5,500 vessels worldwide, demonstrating continued development of digital capability across the wider organisation.

ABSEL operates an Environmental Management System that complies with the requirements of ISO 14001:2015, with each office maintaining a local list of environmental aspects that are managed and measured.

Business Conduct

One of the most important assets of ABSAC is its reputation for ethical and reliable service. This affects every aspect of its business and operations. Whether providing classification services, assisting clients with asset integrity and reliability, certifying systems or processes, or carrying out other activities, the industries served rely on ABSAC to provide an independent and impartial view that can be trusted.

SECTION 172(1) COMPANIES ACT STATEMENT (CONTINUED)

Business Conduct (continued)

Day-to-day business is guided by ABSAC's focus on Safety, People, Integrity, Reliability, Innovation, Teamwork and Quality. The Code of Ethics applies to all employees of ABSAC and its affiliates, as well as third parties working on behalf of the Company, such as agents, independent contractors and other non-employee representatives. The Code of Ethics can be viewed on the corporate website: https://ww2.eagle.org/en/about-us/who-we-are.html.

Principal Decisions

ABSEL recognises the importance of engaging with stakeholders to help inform strategy and Board decision-making. Relevant stakeholder interests, including those of employees, suppliers, customers and others, are taken into account by the Board when making decisions.

ABSEL defines principal decisions as those that are material, or of strategic importance, to ABSEL, and those that are significant to any of its key stakeholder groups. As a subsidiary company, principal decisions are delegated to senior management at parent company level and also within the Company. The Board consists of directors who form part of this senior management group and formally approves decisions affecting the Company where legally required.

How stakeholder interests have influenced decision making

The Company has continued to operate a flexible remote working policy during the year. This continues to benefit both the Company and its staff, with employees splitting their working time between home and ABS offices.

ON BEHALF OF THE BOARD:

P Midgley-Carver - Director

28 May 2026

RESEARCH AND DEVELOPMENT

The Group and the Company does not undertake research and development activity as any such activity is carried out by the parent organisation in the US.

DIVIDENDS

The profit for the year, after taxation, amounted to £10,296,000 (2024: loss of £2,725,000).

During the period, the Company paid dividends of £32,000,000 (2024: £nil) to shareholders of the Company and the increase in retained earnings for the year of £10,296,000 (2024: decrease of £2,725,000) plus the other comprehensive income of £3,544,000 (2024: £2,064,000) have been taken to reserves. Dividends of £30,000 (2024: £nil) were paid to the non-controlling interests.

FUTURE DEVELOPMENTS

Although the market for classification services continued to be challenging in 2025, ABSEL's Operating Profit should be largely protected from the worst effects due to the presence of fixed profit margins and reduced risk of debtor default as it transacts with its parent company.

The main trading activity of ABSEL is that of the provision of support services within the UK, EU and Africa to a customer based in the United States. These services are not subject to EU regulation or control and do not rely on barrier free access to the European Market by the UK or vice versa.

The parent company will support ABSEL through the potentially turbulent market conditions and political uncertainty resulting from the Eastern European and Middle Eastern conflicts. The Middle East conflicts and issues with shipping in the Red Sea and Persian Gulf are not expected to impact the Company significantly.

DIRECTORS

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

P Midgley-Carver

D Mehta

FOREIGN BRANCHES

The Company operates through a number of branches outside of the UK, including Angola, Belgium, Cyprus, Denmark, Finland, France, Germany, Namibia, Netherlands, Portugal, Spain and Sweden.

EMPLOYEES

Regular meetings are held with representatives of the UK employees.

All Company employee participate in a non-contractual bonus scheme, which is related to the performance of the Company.

Health and Safety matters are given special attention by the Group and it is Board policy to ensure that continued employment is offered, wherever possible, to employees who become temporarily disabled and special arrangements are made for those permanently disabled, including training and career development.

ABS Europe Ltd is an equal opportunity employer providing every qualified applicant with consideration for job openings without regard to race, colour, religion, gender, national orientation, age or marital status.

All Group companies require highly trained employees, and we have a range of benefits, including a final salary pension scheme, to attract and retain our employee base.

GOING CONCERN

ABSEL, Italy Srl, Hellenic and ABSEGU Limited have agreements in place with The American Bureau of Shipping (ABS) to provide services on a basis that should considerably reduce the Group's exposure to external economic risk. The arrangements provide for a stable margin with respect to operating costs os the business which flexes up or down in line with increases or decreases in the cost base. This is a low-risk cost provider model, with revenue determined by applying a margin to the cost base due from ABS, ensuring that an operating profit should be made going forward.

In considering whether it is appropriate to prepare the financial statements on a going concern basis the directors have considered the expected future performance and cashflows of the business. The Maritime Industry will continue to be affected by the political uncertainty in Eastern Europe and the Middle East. On the basis that there is uncertainty within the markets where ABSEL operates, the Directors have requested, and received, a letter of support from ABS which confirms the willingness of the parent to provide the necessary financial support for a period of at least 12 months from the date of approval of the financial statements.

In light of the continued negative economic impact of the Eastern European, Middle Eastern conflicts and Trade Tariffs, the directors have considered the financial strength of the parent company and have had specific regard to its current liquidity position and annual expenses, concluding that ABS has sufficient financial resources to meet the expenses of all its companies, including ABSEL, for at least 12 months following the signing of these accounts.

STREAMLINED ENERGY AND CARBON REPORT (SECR)

UK energy use and associated greenhouse gas emissions

Current UK based annual energy usage and associated annual greenhouse gas ("GHG") emissions are reported pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("the 2018 Regulations") that came into force 1 April 2019.

Organisational boundary

In accordance with the 2018 Regulations, the energy use and associated GHG emissions are for those assets owned or controlled within the UK only as defined using the operational control boundary. This includes the four offices in Aberdeen, London, Newcastle, and Warrington along with mandatory inclusion of scope 3 business travel in employee-owned or rental vehicles (grey fleet).

Reporting period

The annual reporting period is the 1st of January to the 31st December each year and the energy and carbon emissions are aligned to this period.

Quantification and reporting methodology

The 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) were followed. The 2025 UK Government GHG Conversion Factors for Company Reporting were used in emission calculations as these relate to the majority of the reporting period. This report has been reviewed independently by Zenergi Limited (trading as Briar Consulting Engineers Limited).

Electricity consumption was based on invoice records ,with pro-rata and apportioning estimation techniques utilised where data did not cover the full reporting period. Gas consumption for the London and Warrington office was estimated using the CIBSE benchmarking method. Fleet vehicle emissions were calculated using a provided expense claim of 20p per mile, while mileage and fuel claims were used to calculate energy and emissions from grey fleet. Gross calorific values were used except for mileage energy calculations as per Government GHG Conversion Factors.

The emissions are divided into mandatory and voluntary emissions according to the 2018 Regulations, then further divided into the direct combustion of fuels and the operation of facilities (scope 1), indirect emissions from purchased electricity (scope 2) and further indirect emissions that occur as a consequence of company activities but occur from sources not owned or controlled by the organisation (scope 3).

Base Year

The year ESOS Phase 1 year (2015) is chosen as the base year due to the completeness and accuracy of data reported in accordance with ESOS Phase 1. The base year will be retroactively recalculated in the event of significant changes to the company (being a change greater than 5%), such as structural changes, changes in methodology or improvements in the accuracy of data.

STREAMLINED ENERGY AND CARBON REPORT (SECR) (CONTINUED)

Breakdown of energy consumption used to calculate emissions (kWh):

2015

2024

2025

Gas

574,345

234,248

Purchased electricity

876,679

135,251

121,972

Transport fuel

438,277

262,744*

245,627

Total energy (mandatory)

1,889,301

632,243*

601,847

* Figures updated to reflect the updated CIBSE Benchmark

Breakdown of emissions associated with the reported energy use (tCO2e)

Emission source

2015

2024

2025

Scope 1

Gas

106.2

42.8

42.9

Company owned vehicles

42.0

0.0

1.2

Total Scope 1

148.2

42.8

44.1

Scope 2

Purchased electricity (locatio

429.9

28.0*

21.6

Total Scope 2

429.9

28.0

21.6

Scope 3

Category 6: Business travel (

63.0

63.4*

58.6

Total Scope 3

63.0

63.4*

58.6

Total gross emissions (mand

641.1

134.2

124.3

Intensity ratio (mandatory e

Tonnes of CO2e per million-

17.3*

7.9

7.4

*Figures updated to reflect the updated CIBSE Benchmark

Intensity Ratio

The intensity ratio is total gross emissions in metric tonnes CO2e (mandatory emissions) per total million-pound (£m) revenue. The turnover relates to UK operations only to align with the energy and emission reporting boundary. This financial metric is considered the most relevant to the Group's energy consuming activities and provides a good comparison of performance over time and across different organisations and sectors.

Energy efficiency action during current financial year

In the reporting period, January to December 2025, the Group has taken the following energy efficiency actions:

In London we have transitioned from brown to green gas boilers. We have cut energy intensive fossil fuel extraction and processing while replacing them with a more energy efficient electric gas boil. We have reduced energy consumption by eliminating combustion losses and converting electricity into heat more effectively than burning fuel onsite.

The Group remains committed to reducing its carbon footprint and continues to look out for new energy saving and funding opportunities going forward.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Directors' 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). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group'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.

ON BEHALF OF THE BOARD:

P Midgley-Carver - Director

28 May 2026

Opinion

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

In our opinion the financial statements:

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

- have been properly prepared in accordance with the 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 group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Directors' Report, 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page nine, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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. 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.

Based on our understanding of the group and parent 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 risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase profits, 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 parent 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 parent 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 parent company and the parent 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

28 May 2026

TURNOVER

3

69,273

66,968

Cost of sales

(56,219

)

(55,617

)

GROSS PROFIT

13,054

11,351

Administrative expenses

(9,360

)

(8,208

)

OPERATING PROFIT

6

3,694

3,143

Income from shares in group undertakings

8

186

190

Interest payable and similar expenses

9

8,575

(4,879

)

PROFIT/(LOSS) BEFORE TAXATION

12,455

(1,546

)

Tax on profit/(loss)

10

(2,159

)

(1,179

)

PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

10,296

(2,725

)

Profit/(loss) attributable to:

Owners of the parent

10,290

(2,727

)

Non-controlling interests

6

2

10,296

(2,725

)

PROFIT/(LOSS) FOR THE YEAR

10,296

(2,725

)

OTHER COMPREHENSIVE INCOME

Exchange on branches retranslation

179

52

Remeasurement gain on pension scheme

4,554

2,709

Income tax relating to components of other
comprehensive income

(1,186

)

(697

)

OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

3,547

2,064

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

13,843

(661

)

Total comprehensive income attributable to:

Owners of the parent

13,834

(662

)

Non-controlling interests

9

1

13,843

(661

)

FIXED ASSETS

Tangible assets

13

3,102

1,091

Investments

14

11

3,113

1,102

CURRENT ASSETS

Debtors

15

30,439

54,858

Cash at bank

3,581

3,475

34,020

58,333

CREDITORS

Amounts falling due within one year

16

(17,897

)

(17,987

)

NET CURRENT ASSETS

16,123

40,346

TOTAL ASSETS LESS CURRENT
LIABILITIES

19,236

41,448

CREDITORS

Amounts falling due after more than one year

17

(187

)

(160

)

PROVISIONS FOR LIABILITIES

19

(8,728

)

(7,050

)

PENSION ASSET

22

13,624

7,894

NET ASSETS

23,945

42,132

CAPITAL AND RESERVES

Called up share capital

20

3,534

Retained earnings

20,425

38,591

SHAREHOLDERS' FUNDS

23,959

42,125

NON-CONTROLLING INTERESTS

21

(14

)

7

TOTAL EQUITY

23,945

42,132

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

P Midgley-Carver - Director

FIXED ASSETS

Tangible assets

13

617

728

Investments

14

383

1,000

1,111

CURRENT ASSETS

Debtors

15

15,536

45,892

Cash at bank

696

1,803

16,232

47,695

CREDITORS

Amounts falling due within one year

16

(8,420

)

(8,144

)

NET CURRENT ASSETS

7,812

39,551

TOTAL ASSETS LESS CURRENT
LIABILITIES

8,812

40,662

CREDITORS

Amounts falling due after more than one year

17

(187

)

(160

)

PROVISIONS FOR LIABILITIES

19

(5,960

)

(4,559

)

PENSION ASSET

22

13,624

7,894

NET ASSETS

16,289

43,837

CAPITAL AND RESERVES

Called up share capital

20

3,534

Retained earnings

12,755

40,303

SHAREHOLDERS' FUNDS

16,289

43,837

Company's profit/(loss) for the financial year

1,086

(1,147

)

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

P Midgley-Carver - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£'000

Balance at 1 January 2024

-

39,253

6

39,259

Changes in equity

Deficit for the year

-

(2,727

)

(2,727

)

2

(2,725

)

Other comprehensive income

-

2,065

(1

)

2,064

Total comprehensive income

-

(662

)

(662

)

1

(661

)

Issue of share capital

3,534

-

3,534

-

3,534

Balance at 31 December 2024

3,534

38,591

42,125

7

42,132

Changes in equity

Profit for the year

-

10,290

6

10,296

Other comprehensive income

-

3,544

3

3,547

Total comprehensive income

-

13,834

9

13,843

Dividends

-

(32,000

)

(32,000

)

(30

)

(32,030

)

Balance at 31 December 2025

3,534

20,425

23,959

(14

)

23,945

Called up

share

Retained

Total

capital

earnings

equity

£'000

Balance at 1 January 2024

-

39,388

Changes in equity

Deficit for the year

-

(1,147

)

(1,147

)

Other comprehensive income

-

2,062

Total comprehensive income

-

915

Issue of share capital

3,534

-

3,534

Balance at 31 December 2024

3,534

40,303

43,837

Changes in equity

Profit for the year

-

1,086

Other comprehensive income

-

3,366

Total comprehensive income

-

4,452

Dividends

-

(32,000

)

(32,000

)

Balance at 31 December 2025

3,534

12,755

16,289

1.	STATUTORY INFORMATION

ABS Europe Limited is a private company limited by shares and is incorporated and registered in England and Wales. The registered office is 111 Old Broad Street, London, EC2N 1AP. The Group's financial statements have been prepared in compliance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland as it applies to the financial statements of the Group and Company for the year ended 31 December 2025.

2.	ACCOUNTING POLICIES

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. The presentational currency used when preparing these accounts is GBP.

The directors deem that is is appropriate to treat the non-UK entities as having local functional currencies and these are consolidated, in accordance with FRS 102, into a UK sterling set of results for the purpose of reporting under UK law to the relevant UK authorities.

The financial statements have been prepared on a going concern basis. As explained more fully in the Directors report on page 7, market conditions remain uncertain, hence a letter of support has been provided by the parent company. Having assessed the ability of the parent to provide the necessary support, including consideration of the political uncertainty in Eastern Europe and the Middle East on its' available financial resources, the directors are satisfied that it is appropriate to adopt the going concern basis in preparing the financial statements.

As the Company is a wholly owned subsidiary of the American Bureau of Shipping (ABS), the Company has taken advantage of the exemption contained in FRS 102 Section 33 ("Related Party Disclosures") and has therefore not disclosed transactions with entities which form part of the ABS Group of companies (or investees of the ABS Group of companies qualifying as related parties). The consolidated financial statements of the American Bureau of Shipping, within which this Company is included, can be obtained from the address given in note 26.

Financial Reporting Standard 102 - reduced disclosure exemptions

The Group and Company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings and are made up to 31 December each year. No company profit and loss account is presented for ABS Europe Limited as permitted by section 408 of the Companies Act 2006. Subsidiaries are consolidated from the date of their acquisition, being the date of which the Group obtains control and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities. All intra-group transactions, balances, income and expenditure are eliminated on consolidation.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The judgements discussed below would have the most significant effect on amounts recognised in the financial statements.

Impairment of non-financial assets

Where there are indicators of impairment of individual assets, the Group performs impairment tests based on fair value less costs to sell or a value in use calculation. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm's length transaction on similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The cash flows are based on historical retained earnings and latest forecasts, they do no include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset's performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model.

Pensions

The group has obligations to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including: life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect historical experience and current trends. For details of assumptions adopted, see note 22.

Taxation

There are some areas of judgement in compiling current and deferred tax charges and these are referenced in the Accounting Policies section; Taxation.

Significant estimates: uncertain tax position

The current tax liabilities directly relate to the expected tax payable on the Group's profits and is determined based on tax laws and regulations that differ across the numerous jurisdictions in which the Group operates. Assumptions and judgements are made in applying these laws to the taxable profits in any given period in order to calculate the tax charge for that period. An estimate is made where the tax liabilities remain to be agreed with the relevant tax authorities in each jurisdiction in which the Group operates, or when tax enquiries have been opened. Due to the uncertainty associated with such tax items there is a possibility that, on conclusion of open tax matters at a future date, the final outcome may differ significantly. Where the eventual tax paid or reclaimed is different to the amounts originally estimated, the difference will be charged or credited to the consolidated income statement in the period in which it is determined.

There is an open HMRC enquiry concerning the tax treatment of foreign exchange movements recorded in the 2016 financial statements. The directors believe that the Company's position on the tax treatment of these items is reasonable and they continue to vigorously defend any argument raised by HMRC to the contrary. However the directors recognise that the final outcome is uncertain and, in the circumstances, have concluded that it is not unreasonable to include an adjustment within current tax to cover any potential liability. The range of possible outcomes could be a liability between £nil and £2.0m.

Significant estimates: Group severance provision

The Group provides for long-term severance provisions in certain jurisdictions, as set out in note 19. The calculation of the provision requires estimating the number of employees to whom the severance payments are applicable, and estimation the amounts payable. This also requires the use of judgement.

Revenue recognition

There are two main revenue streams for ABS Europe Limited.

Revenue Stream One

Turnover represents the amounts from the provision of services to the American Bureau of Shipping. Revenue is accrued in line with service delivery and is recorded net of VAT and similar sales tax.

Revenue Stream Two

Turnover, which is stated net of value added tax, represents the value of services provided to clients during the year, after provision for contingencies and anticipated future losses on contracts, including amounts not invoiced. The turnover and pre-tax profit is attributable to the provision of marine third party inspection, verification, quality consulting and other technical services to a broad range of clients in the energy sector.

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 loses 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 in excess of turnover recognised are included in creditors within accruals and deferred income.

Tangible fixed assets

Tangible fixed asset are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, and any dismantling and restoration costs.

Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following straight-line bases:

Plant and machinery

33% per annum

Fixtures and Fittings

6-20% per annum

Motor vehicles

20% per annum

Furniture & equipment

10% per annum

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Investments in subsidiaries

Investments in subsidiaries are valued at cost less provision for impairment.

Fixed asset investments are stated at cost less provision for impairment. Dividend income is recognised in the income statement when the right to the income has been established.

Taxation

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

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.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. These provisions for current tax payable are based on the Directors' best estimate of likely tax liabilities that may arise based on interpretations of current and expected tax legislation. Where tax legislation is not clear or it ambiguous the Directors make estimates of potential tax exposures that are reviewed and revised as additional information becomes available. The provisions include an estimate of interest and penalties that may become due and are all presented within "Tax on profit on ordinary activities" in the income statement.

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 which are differences between taxable profits and total comprehensive income that arise from the inclusions of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements, except that:

- Provision is made for deferred tax that would arise on remittance of the retained earnings of overseas subsidiaries only to the extent that, at the balance sheet date, dividends have been accrued as receivable;

- Where there are differences between amounts that can be deducted for tax for assets (other than goodwill) and liabilities compared with the amounts that are recognised for those assets and liabilities in a business combination a deferred tax liability/(asset) shall be recognised; and

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

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates substantively enacted at the balance sheet date.

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account. With effect from year ended 31 December 2016, ABS and ABS Europe Limited (ABSEL) entered an agreement to settle outstanding USD intercompany assets/liabilities by assigning an equivalent value of local currency balances at the end of each year, with any net residual balance to be held in local currency. The effect of this on the accounts of ABSEL is to eliminate large opposing intercompany balances denominated in US dollars and local currency and consequently reduce the translation exchange gains and losses arising. A similar process has been undertaken during 2025. In 2019 this agreement was extended to cover foreign exchange movements in ABSEL's branch in Angola.

Non-monetary assets and liabilities denominated in foreign currencies, once translated and recorded in the balance sheet, are carried forward in local functional currency. No subsequent translations of these assets will normally need to be made.

The assets and liabilities of overseas subsidiary undertakings and branches are translated at the closing exchange rates. Exchange differences arising from the retranslation of the opening net assets of subsidiaries, branches and associates which have currencies of operation other than sterling and any related loans are taken to reserves together with the differences arising from the profit and loss accounts are translated at average rates and compared with rates ruling at the year end. All resulting exchange differences are recognised in other comprehensive income.

Pensions

The Company operates pension schemes providing benefits based on final pensionable pay. The assets of the schemes are held separately from those of the Company.

The asset recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the reporting date less the fair value of the plan assets at the reporting date.

The defined benefit obligation is calculated using the projected unit credit method. Annually the group engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using the market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy, in accordance with the group's policy for similarly held assets and are measured at market values. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'remeasurement gain/(loss) on pension scheme'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest income or cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This income or cost is recognised in profit or loss as 'finance expense' or 'other financing income' as appropriate.

The pension scheme surplus (to the extent that they are recoverable) or deficit is recognised in full. The movement in the scheme surplus/deficit is split between operating charges, finance items and the consolidated statement of comprehensive income. A summary of the pension arrangements for employees is included in note 22. Full independent actuarial valuations of the scheme are made every 3 years.

Where, at the reporting date, the present value of defined benefit obligation is less than the fair value of the plan assets, the plan has a surplus. An entity shall recognise a surplus to the extent that it is unconditionally able to recover the surplus either through reduced contributions in future or through refunds from the plan.

The Company also operates defined contribution pension schemes. The assets of the schemes are held separately from those of the Company in independently administered funds. The amounts charged to the profit and loss account represent the contributions payable to the scheme in respect of the accounting period.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity date of three months or less.

Short-term debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement in other operating expenses.

Provisions for liabilities

A provision is recognised when the group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. Where the effect of the time value of money is material the provisions are discounted. To date, the effect of the time value of money has not been material.

Operating leases

The Company and its subsidiaries do not hold assets under finance lease agreements. Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease term. Any lease incentives are recognised over the lease term on a straight line basis.

3.

TURNOVER

2025

Turnover

Net profit before tax

Net assets/(liabilities

)

By activity:

£'000

Operational and technical

68,926

12,041

24,208

Industrial verification

(3

)

411

(583

)

Marine services

350

3

320

69,273

12,455

23,945

2024

Turnover

Net profit/(lossbefore tax

)

Net assets/(liabilities

)

By activity:

£'000

Operational and technical

66,109

(1,551

)

42,694

Industrial verification

(3

)

(170

)

(704

)

Marine services

862

175

142

66,968

(1,546

)

42,132

2025

Turnover

Net profit before tax

Net assets/(liabilities

)

By Geographical market

£'000

UK

16,747

1,072

15,512

Rest of Europe

49,780

11,335

8,626

Rest of the World

2,746

48

(193

)

69,273

12,455

23,945

2024

Turnover

Net profit/(lossbefore tax

)

Net assets/(liabilities

)

By Geographical market

£'000

UK

17,014

349

13,901

Rest of Europe

47,560

(1,730

)

29,046

Rest of the World

2,394

(165

)

(815

)

66,968

(1,546

)

42,132

Turnover by geographical market is not materially different from turnover by origin.

4.	EMPLOYEES AND DIRECTORS

The average number of persons employed by the Group and the parent Company (including directors) during the year, analysed by category, was as follows:

Group

Company

2025

2024

2025

2024

No.

Operational

252

242

174

167

Technical

121

98

56

42

Administration

86

42

41

459

426

272

250

The aggregate payroll costs of these persons were as follows:

Group

Company

2025

2024

2025

2024

£'000

Wages and salaries

37,130

34,212

23,019

21,652

Social security costs

6,466

5,902

3,613

3,281

Other pension costs

2,891

3,234

2,867

3,151

46,487

43,348

29,499

28,084

5.	DIRECTORS' REMUNERATION

2025

2024

£'000

Remuneration

278

279

During the year retirement benefits were accruing to 1 director (2024: 1) in respect of defined benefit pension schemes. The aggregate value of employer contributions paid into the scheme in the year was £68,000 (2024: £72,000).

No directors (2024: none) were members of defined contribution schemes.

The highest paid director received remuneration of £278,000 (2024: £279,000) and entity contributions paid into the defined benefit pension scheme of £68,000 (2024: £72,000). The accrued pension at the end of the year was £59,000 (2024: £53,000).

Key Management Compensation

The Key Management is considered to consist of the directors and their total emoluments are disclosed above.

6.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£'000

Depreciation of tangible fixed assets:

- Plant and Machinery

152

213

- Fixtures and Fittings

205

160

- Motor Vehicles

17

16

- Furniture and Equipment

1

67

Operating lease rentals:

- Other operating leases

1,746

1,733

7.	AUDITORS' REMUNERATION

2025

2024

£'000

Fees payable to the Company's auditors for the audit of ABSEL annual consolidated
accounts (including the audit of subsidiary companies)

82

76

Tax compliance services

5

Other non-audit services

12

9

These amounts are exclusive of VAT and out of pocket expenses.

8.

INCOME FROM SHARES IN GROUP UNDERTAKINGS

2025

2024

£'000

Dividend income from shares in group undertakings

186

190

9.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£'000

Net interest income on defined benefit pension schemes

727

361

Bank interest receivable

28

90

Foreign exchange gains/(losses)

7,820

(5,330

)

Gain/(loss) on foreign exchange to 31 December 2025 for the settled intercompany
balances

2,033

(1,699

)

(Loss)/gain on intercompany settlement agreement

(2,033

)

1,699

8,575

(4,879

)

10.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£'000

Current tax:

UK Corporation tax credit for the year

(116

)

(492

)

Adjustments in respect of prior periods

342

310

UK tax provision in respect of prior periods

93

(297

)

Foreign tax on income for the year

1,372

1,005

Foreign tax adjustments in respect of prior periods

71

494

Total current tax

1,762

1,020

Deferred tax:

Origination and reversal of timing differences

400

163

Adjustments in respect of prior periods

(3

)

(4

)

Total deferred tax

397

159

Tax on profit/(loss)

2,159

1,179

Reconciliation of total tax charge included in profit and loss

The tax assessed for the financial year is lower (2024: higher) than the standard rate of corporation of corporation tax in the UK. The difference is explained below:

2025

2024

£'000

Profit/(loss) before taxation

12,455

(1,546

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
25% (2024: 25%)

3,114

(387

)

Effects of:

Expenses not deductible for tax purposes

(1,151

)

1,431

UK tax provision in respect of prior periods

93

(297

)

Additional tax on overseas income

(25

)

(39

)

Movement in unrecognised deferred tax

(265

)

(198

)

Group relief

(17

)

(131

)

Adjustment in respect of prior periods

410

800

Total tax charge

2,159

1,179

Pillar Two

The Group is within the scope of the OECD Pillar Two rules. Pillar Two legislation was enacted in the United Kingdom, the jurisdiction in which the entity is incorporated. Under the legislation, the group is liable to pay a top-up tax in the UK for the difference between the GloBE effective tax rate for each jurisdiction and the 15%minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect.

The effective rate of corporation tax for the year ended 31 December 2025 was in excess of the 15% minimum rate,and therefore no top-up taxes are required.

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£'000

Exchange on branches retranslation

179

-

179

Remeasurement gain on pension scheme

4,554

(1,186

)

3,368

4,733

(1,186

)

3,547

2024

Gross

Tax

Net

£'000

Exchange on branches retranslation

52

-

52

Remeasurement gain on pension scheme

2,709

(697

)

2,012

2,761

(697

)

2,064

11.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

12.

DIVIDENDS

2025

2024

£'000

Ordinary shares shares of £1 each

Final

32,000

-

13.	TANGIBLE FIXED ASSETS

Group

Fixtures

Plant and

and

Motor

Furniture &

machinery

fittings

vehicles

Equipment

Totals

£'000

COST

At 1 January 2025

1,205

1,567

108

1,021

3,901

Additions

190

1,341

54

788

2,373

Disposals

(116

)

-

(27

)

(12

)

(155

)

Exchange differences

41

34

(4

)

36

107

At 31 December 2025

1,320

2,942

131

1,833

6,226

DEPRECIATION

At 1 January 2025

979

920

82

829

2,810

Charge for year

152

205

17

1

375

Eliminated on disposal

(115

)

-

(27

)

(11

)

(153

)

Exchange differences

36

26

(2

)

32

92

At 31 December 2025

1,052

1,151

70

851

3,124

NET BOOK VALUE

At 31 December 2025

268

1,791

61

982

3,102

At 31 December 2024

226

647

26

192

1,091

Company

Fixtures

Plant and

and

Motor

Furniture &

machinery

fittings

vehicles

Equipment

Totals

£'000

COST

At 1 January 2025

668

1,013

107

575

2,363

Additions

19

49

54

43

165

Disposals

(24

)

-

(27

)

-

(51

)

Exchange differences

14

5

(4

)

13

28

At 31 December 2025

677

1,067

130

631

2,505

DEPRECIATION

At 1 January 2025

529

609

81

416

1,635

Charge for year

108

115

17

37

277

Eliminated on disposal

(23

)

-

(27

)

-

(50

)

Exchange differences

12

4

(2

)

12

26

At 31 December 2025

626

728

69

465

1,888

NET BOOK VALUE

At 31 December 2025

51

339

61

166

617

At 31 December 2024

139

404

26

159

728

14.	FIXED ASSET INVESTMENTS

Group

Shares in

group

undertakings

£'000

COST

At 1 January 2025

and 31 December 2025

11

NET BOOK VALUE

At 31 December 2025

11

At 31 December 2024

11

Company

Shares in

group

undertakings

£'000

COST

At 1 January 2025

and 31 December 2025

3,949

PROVISIONS

At 1 January 2025

and 31 December 2025

3,566

NET BOOK VALUE

At 31 December 2025

383

At 31 December 2024

383

The Group and Company investments include an £11k investment representing a 12.5% interest in ABS Mideast Ltd and a 1% investment in ABS Mozambique Limited. The remaining Company investments are investments in subsidiaries.

Annually the directors undertake a review of the carrying value of the investments in subsidiaries. As a result of this review, the directors concluded that there had been no fundamental change in the expected long term prospects for the subsidiaries and therefore no change in the level of impairment provision recognised.

ABS Europe Limited directly holds the percentage of ordinary shares and voting rights in the following subsidiaries:

Company name

Registered Office

Percentage
Shareholding

Description

ABS Marine Services Limited

111 Old Broad Street

99%

Marine Services

London

EC2N 1AP

ABS Group Limited

Suite F1 First Floor

100%

Industrial

Building B Concentric

verification

Warrington Road

Birchwood Park

Warrington

Cheshire

England

WA3 6WJ

ABS Italy Srl

Genova GE via Al Porto

99%

Classification

Antico - Edificio Millo

services

CAP 16126

Italy

ABS Hellas

Paradeisou 10

99%

Dormant

Maroussi

Athens

Greece

15125

ABS Hellenic Single Member Ltd

Sachtouri -1 & Navarinou-1

100%

Classification

Kallithea

services

Athens

Greece

17674

ABS Europe (Ghana) Limited

Woolworth Building First Floor

100%

Holding

60 Liberation Road

company

Airport

Accra

Ghana

ABS Europe (Ghana) Upstream
Limited

Woolworth Building First Floor,

90%*

Classification

60 Liberation Road

services

Airport

Accra

Ghana

*Indirect interest

All the entities above have been included in the Group consolidation and the subsidiary accounts are filed in the relevant countries.

15.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£'000

Trade debtors

3,471

3,728

386

713

Other debtors

1,715

1,225

701

683

Due from group undertakings

22,335

47,048

11,726

41,804

Deferred tax asset

1,480

1,595

1,480

1,595

Corporation tax recoverable

991

769

954

756

Prepayments & accrued income

447

493

289

341

30,439

54,858

15,536

45,892

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

The deferred tax amounts are recoverable in greater than one year.

Deferred tax asset:

Group

Company

2025

2024

2025

2024

£'000

At beginning of the year

1,595

1,567

1,595

1,567

Amount credited to profit and loss account
in year

217

197

217

197

Amount debited to other comprehensive
income in the year

(405

)

(98

)

(405

)

(98

)

Foreign exchange adjustments

73

(71

)

73

(71

)

1,480

1,595

1,480

1,595

The deferred tax asset is made up as follows:

Group

Company

2025

2024

2025

2024

£'000

Accelerated capital allowances

11

-

11

-

Overseas deferred tax on pension schemes

1,469

1,595

1,469

1,595

1,480

1,595

1,480

1,595

A deferred tax asset of £1,036,000 (2024: £780,000) has not been recognised in respect of unutilised net operating losses and other short term timing differences in the subsidiary companies. These will potentially be available to relieve against future profits of the companies in which they arise, but have not been recognised given this uncertainty.

Summary of deferred tax assets not recognised

2025

2024

£'000

ABS Marine Services Limited

109

262

ABS Europe Limited

927

518

1,036

780

Gross value of tax losses

2025

2024

£'000

ABS Marine Services Limited

438

1,046

ABS Europe Limited

3,709

2,071

4,147

3,117

Deferred tax liability on UK defined benefit pension scheme asset

Group and Company

£'000

Opening net deferred tax liability on pension surplus

(4,505

)

Amount charged to profit and loss account during the year

(548

)

Amounts debited to reserves during the period

(811

)

Closing net deferred tax liability on pension assets

(5,864

)

There is also a deferred tax liability of £32,000 (2024: £32,000) on the Belgium defined benefit pension scheme asset and £64,000 (2024: £nil) on the Spain defined benefit pension scheme asset.

Deferred tax on timing differences

Group and Company

£'000

Opening net deferred tax liability on accelerated capital allowances

(22

)

Amount credited to profit and loss account during the year

33

Closing net deferred tax asset on accelerated capital allowances

11

16.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£'000

Trade creditors

326

363

339

289

Corporation tax payable

2,991

2,103

2,360

1,770

Other creditors

4,605

3,205

1,485

1,409

Due to group undertakings

3,425

5,514

-

Accruals & deferred income

6,550

6,802

4,236

4,676

17,897

17,987

8,420

8,144

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

17.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

2025

2024

2025

2024

£'000

Other pension schemes

187

160

187

160

The amount in other pension schemes refers to amounts that ABS Europe Limited has committed to pay in respect of certain pension scheme arrangements but has not, to date, done so and does not expect to have to settle in the next 12 months.

18.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Non-cancellable operating leases:

Group

Land & Buildings

2025

2024

£'000

Within 1 year

2,090

1,398

Between 2 and 5 years

4,129

2,143

After more than 5 years

186

126

Other

2025

2024

£'000

Within 1 year

33

26

Between 2 and 5 years

38

44

19.	PROVISIONS FOR LIABILITIES

Group

Company

2025

2024

2025

2024

£'000

Deferred tax

5,960

4,559

5,960

4,559

Other provisions

Group severance provisions

2,768

2,491

-

Aggregate amounts

8,728

7,050

5,960

4,559

Group

Deferred

severance

tax

provision

£'000

Balance at 1 January 2025

4,559

2,491

Charge to Income Statement during year

614

304

Recognised in OCI

781

-

Payments

-

(157

)

Foreign exchange

6

130

Balance at 31 December 2025

5,960

2,768

Company

Deferred tax

£'000

Balance at 1 January 2025

4,559

Charge to Income Statement during year

614

Recognised in OCI

781

Foreign exchange

6

Balance at 31 December 2025

5,960

20.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£'000

3,534,064

Ordinary shares

£1

3,534

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

21.	NON-CONTROLLING INTERESTS

Group

The movement in non-controlling interests was as follows:

2025

2024

£'000

At 1 January

7

6

Total comprehensive income/(expense) attributable to non-controlling interest

9

1

Dividends paid

(30

)

-

At 31 December

(14

)

7

22.	EMPLOYEE BENEFIT OBLIGATIONS

The Group operates several defined contributions pension schemes. The pension charge for the period represents contributions payable by the Company to the defined contribution schemes amounting to £0.3million (2024: £0.4million).

In addition the Group has a number of defined benefit pension schemes, the details of which are set out below:

UK

In the UK the Company operates a pension scheme providing both pensions in retirement and death benefits to members. Pension benefits are related to the members' final salary at retirement and their length of service. The scheme was closed to new entrants on 31 March 2025.

A full actuarial valuation of the scheme using the projected unit credit method, was carried out as at 31 December 2022 and has been updated to 31 December 2025 by a qualified independent actuary. The last full valuation was carried out at 31 December 2022.

The most recent actuarial valuation showed that the market value of the scheme's assets was £80.5 million at 31 December 2025 (2024: £75.6 million) and that the actuarial value of the assets represented 141% (2024: 131%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

Germany

In Germany the Company operates a pension scheme providing benefits based on final pensionable pay. The pension is unfunded in accordance with German law. The latest actuarial valuation was carried out at 31 December 2025 by a qualified independent actuary.

The most recent actuarial valuation showed that the market value of the scheme's assets was £nil at 31 December 2025 (2024: £nil) and that the actuarial value of the assets represented nil% (2024: nil%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

Netherlands

In the Netherlands the Company operates a pension scheme providing benefits based on final pensionable pay. The scheme is an insured pension scheme in accordance with Dutch law. The latest valuation was carried out at 31 December 2025 by a qualified independent actuary.

The most recent actuarial valuation showed that the market value of the Scheme's assets was £10.4 million at 31 December 2025 (2024: £10.3 million) and that the actuarial value of the assets represented 94% (2024: 94%) of the benefits that had accrued to members, before allowing for expected future increases.

22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

Belgium

In Belgium the Company operates a pension scheme providing benefits based on final pensionable pay. The scheme is an insured pension scheme in accordance with Belgian law. The latest full valuation was carried out at 31 December 2025 by a qualified independent actuary.

The most recent actuarial valuation showed that the market value of the scheme's assets was £1.3 million at 31 December 2025 (2024: £1.0 million) and that the actuarial value of the assets represented 76% (2024: 74%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

Spain

In Spain the Company operates a pension scheme providing benefits based on final pensionable pay. The Scheme is an insured pension scheme in accordance with Spanish law. The latest valuation was carried out at 31 December 2025 by a qualified independent actuary.

The most recent actuarial valuation showed that the market value of the scheme's assets was £2.5 million at 31 December 2025 (2024: £2.1 million) and that the actuarial value of the assets represented 100% (2024: 100%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

The major assumptions used in the valuations:

Assumptions at 2025

UK

Germany

Netherlands

Belgium

Spain

%

Rate of increase in salaries

2.95

2.80

2.25

3.00

2.50

Rate of increase in pensions
payment and deferred
pensions

2.75

2.00

-

Discount rate applied to
scheme liabilities

5.60

4.13

3.96

3.84

4.13

Inflation assumptions

2.80

2.00

Mortality assumptions:

Longevity at age 65 for
current pensions

- Male

22.5

21.5

21.7

N/A

25.1

- Female

24.0

24.9

24.5

N/A

29.3

Longevity at age 65 for future
pensioners

- Male

23.7

24.2

23.8

N/A

27.3

- Female

25.4

27.1

26.4

N/A

30.7

Assumptions at 2024

UK

Germany

Netherlands

Belgium

Spain

%

Rate of increase in salaries

3.05

2.80

2.30

3.10

2.70

Rate of increase in pensions
payment and deferred
pensions

2.90

2.10

-

Discount rate applied to
scheme liabilities

5.50

3.49

3.62

3.59

3.73

Inflation assumptions

2.95

2.10

Mortality assumptions:

Longevity at age 65 for
current pensions

- Male

22.1

21.4

21.6

N/A

25.1

- Female

23.9

24.8

24.6

N/A

29.3

Longevity at age 65 for future
pensioners

- Male

23.4

24.1

23.7

N/A

27.3

- Female

25.3

27.0

26.5

N/A

30.7

22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

The assumptions used by the actuary are chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily be borne out in practice.

ABS Europe expects to contribute the following during the next annual period ended 31 December 2026.

2026

2025

£'000

UK

1,747

1,516

Germany

219

128

Netherlands

440

465

Belgium

156

139

Spain

190

172

2025

Pension asset classes

UK

Germany

Netherlands

Belgium

Spain

Total

£'000

Liability Driven
Investment

34,290

-

34,290

Growth assets

19,761

-

19,761

Structured equity

21,174

-

21,174

Other

5,236

-

5,236

Group insurance

-

10,388

1,286

2,490

14,164

Fair value of scheme
assets

80,461

-

10,388

1,286

2,490

94,625

Present value of scheme
liabilities

(57,004

)

(8,788

)

(11,023

)

(1,696

)

(2,490

)

(81,001

)

Gross pension
surplus/(deficit)

23,457

(8,788

)

(635

)

(410

)

-

13,624

2024

Pension asset classes

UK

Germany

Netherlands

Belgium

Spain

Total

£'000

Equities

15,079

-

15,079

Fixed Interest and
Index-Linked Gilts

37,066

-

37,066

Corporate Bonds

13,594

-

13,594

Real Estate

2,052

-

2,052

Cash

7,773

-

7,773

Group insurance

-

10,340

1,043

2,108

13,491

Fair value of scheme
assets

75,564

-

10,340

1,043

2,108

89,055

Present value of scheme
liabilities

(57,545

)

(9,122

)

(10,977

)

(1,409

)

(2,108

)

(81,161

)

Gross pension
surplus/(deficit)

18,019

(9,122

)

(637

)

(366

)

-

7,894

The investment strategy benchmarks have changed over the year following a change in investment adviser, including most of the invested funds changing. The asset splits shown at 31 December 2024 and 31 December 2025 map to the investment strategy benchmarks at each date. The main rationale for them providing the splits in line with the investment strategy benchmarks is to help with setting the expected return on asset assumption for group purposes. Assets are expected to be shown under the new headings moving forwards.

22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

The Company establishes the long-term expected rate of return on plan assets by developing a forward-looking, long-term result assumption for each asset class, taking into account factors such as the market yield of bond investments of appropriate duration and the expected outperformance for other assets classes based on analysis of long-term historical trends. A single long-term rate assumption is then calculated as the weighted average of the long-term return assumption for each asset class, based on the target asset allocation.

The plan assets no not include any of the group's financial instruments nor is any real estate occupied by any group entity.

The amounts recognised in the Consolidated Income Statement and in the Consolidated Statement of Comprehensive Income for the year are analysed as follows:

2025

Recognised in the Consolidated Income Statement

UK

Germany

Netherlands

Belgium

Spain

Total

£'000

Current service cost

1,331

529

278

139

180

2,457

Past service cost

-

Recognised in arriving
at operating profit

1,331

529

278

139

180

2,457

Net interest
(income)/cost on net
defined benefit
(asset)/liability

(1,067

)

317

13

10

-

(727

)

Total recognised in the
income statement

264

846

291

149

180

1,730

Taken to other comprehensive income

UK

Germany

Netherlands

Belgium

Spain

Total

£'000

Return on scheme assets
excluding interest
income

13

-

(871

)

9

4

(845

)

Actuarial gains on the
liabilities

3,232

1,530

675

(30

)

(8

)

5,399

3,245

1,530

(196

)

(21

)

(4

)

4,554

2024

Recognised in the Consolidated Income Statement

UK

Germany

Netherlands

Belgium

Spain

Total

£'000

Current service cost

1,650

500

263

133

213

2,759

Past service cost

-

Recognised in arriving
at operating profit

1,650

500

263

133

213

2,759

Net interest
(income)/cost on net
defined benefit
(asset)/liability

(702

)

317

16

11

(3

)

(361

)

Total recognised in the
income statement

948

817

279

144

210

2,398

22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

Taken to other comprehensive income

UK

Germany

Netherlands

Belgium

Spain

Total

£'000

Return on scheme assets
excluding interest
income

(6,104

)

-

(659

)

(21

)

(194

)

(6,978

)

Actuarial gains on the
liabilities

8,463

457

496

44

227

9,687

2,359

457

(163

)

23

33

2,709

Analysis of changes in the present value of the defined benefit obligations:

UK

Germany

Netherlands

Belgiu
m

Spain

Total

£'000

At 31 December 2024

57,545

9,122

10,977

1,409

2,108

81,161

Current service cost

1,331

529

278

139

180

2,457

Interest cost

3,108

317

388

50

79

3,942

Benefits paid

(2,118

)

(104

)

(493

)

(28

)

-

(2,743

)

Administrative expenses paid

-

(12

)

-

(12

)

Contributions by scheme
participants

370

-

18

-

388

Actuarial (gains)/losses

(3,232

)

(1,530

)

(675

)

30

8

(5,399

)

Foreign currency differences

-

454

560

78

115

1,207

As at 31 December 2025

57,004

8,788

11,023

1,696

2,490

81,001

Of the defined benefit obligations above, £520,000 (2024: £543,000) relates to past directors.

Analysis of changes in the fair value of plan assets

UK

Germany

Netherlands

Belgiu
m

Spain

Total

£'000

At 31 December 2024

75,564

-

10,340

1,043

2,108

89,055

Actual return/(loss) on plan assets

13

-

(871

)

9

4

(845

)

Interest income

4,175

-

375

40

79

4,669

Employer contributions

2,457

104

532

148

186

3,427

Contributions by scheme
participants

370

-

18

-

388

Benefits paid

(2,118

)

(104

)

(493

)

(28

)

-

(2,743

)

Administrative expenses paid

-

(12

)

-

(12

)

Foreign currency differences

-

517

56

113

686

As at 31 December 2025

80,461

-

10,388

1,286

2,490

94,625

The return on plan assets was:

2025

UK

Germany

Netherlands

Belgiu
m

Spain

Total

£'000

Interest income

4,175

-

375

40

79

4,669

Return/(loss) on plan assets less
interest income

13

-

(871

)

9

4

(845

)

Total return on plan asset

4,188

-

(496

)

49

83

3,824

22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

2024

UK

Germany

Netherlands

Belgiu
m

Spain

Total

£'000

Interest income

3,520

-

373

34

84

4,011

Return/(loss) on plan assets less
interest income

(6,104

)

-

(659

)

(21

)

(194

)

(6,978

)

Total return on plan assets

(2,584

)

-

(286

)

13

(110

)

(2,967

)

International Benefit Plan

Certain foreign employees of the Company are members of a funded defined benefit pension scheme of the American Bureau of Shipping, the details of which are disclosed in the consolidated accounts of the American Bureau of Shipping, an entity incorporated by special statute in the United States of America.

Because the Company is unable to identify its share of the scheme assets and liabilities on a consistent and reasonable basis the scheme will be accounted for by the Company as if the scheme was a defined contribution scheme.

The latest full actuarial valuation was carried out at 31 December 2025 using 1 January 2025 census data by a qualified actuary. The market value of the Group scheme's assets was $91.1m (2024: $89.8m) and the present value of the scheme's liabilities which are derived from cash flow projections over a long period and are thus inherently uncertain were $81.1m (2024: $71.9m) giving rise to a scheme surplus of $10.0m (2024: $17.9m) before taking into account of any deferred tax asset.

The Company is one of a number of participating employers and the implications of any surplus or deficit are considered on a Group basis.

23.	CONTINGENT LIABILITIES

The subsidiaries noted below have taken the exemption available under Section 479A of the Companies Act 2006 in respect of the requirement to prepare individual financial statements for audit. The parent company, ABS Europe Ltd has provided a guarantee for all outstanding liabilities at the end of the financial year. As a condition of the exemption, the Company has guaranteed the year-end liabilities of the relevant subsidiaries until they are settled in full. The gross liabilities of the subsidiaries at the year-end was £13,894,000 (2024: £14,686,000).

1. ABS Group Ltd

Company Number: 02562245

2. ABS Marine Services Ltd

Company Number: 02562242

In accordance with the provisions of Section 479C of the Companies Act 2006, the parent company has guaranteed the liabilities of the above subsidiaries. As a result, these subsidiaries have taken advantage of the exemption from audit for the financial year ended 31 December 2025.

24.	CAPITAL COMMITMENTS

As at 31 December 2025, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £nil (2024: £985,000).

Company

The Company had no capital or other commitments at 31 December 2025 (2024: £nil).

25.	ULTIMATE CONTROLLING PARTY

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

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 accounts are available from the following address:

1701 City Plaza Drive

Sping

Texas

TX 77389

USA

The smallest group in which the results of the company are consolidated is that headed by ABS Europe Ltd.