|
Registered number:
For the Year Ended
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Company Information
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Contents
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Directors' Report
For the Year Ended 31 December 2025
The Directors present their report and the financial statements for the year ended 31 December 2025.
On 1 April 2025, the loan agreement between the Company and a fellow subsidiary undertaking, NOV Products Middle East FZE, was amended to extend the loan maturity date to 25 October 2028. Once the Company’s liquidation procedures commence, the loan and any related interest will be settled in full.
The profit for the year, after taxation, amounted to $732,000 (2024 - $690,000).
No dividends were paid in the year (2024 - 2,500,000).
The Directors who served during the year and to the date of this report were:
Following the sale of the business in 2022, the Company engages in limited activities related to support services for its affiliate, NOV Products Middle East FZE. It is the Director's intention to wind down the Company in due course.
The Company's operations expose it to a variety of financial risks that include the effects of interest rate risk, liquidity risk and credit risk.
Interest rate risk Exposure to interest rate risk is limited to movements in the US and UAE base rates. However, as the Company has no external debt, its exposure to interest rate risk is considered low. Liquidity risk The Company has sufficient levels of cash reserves and no external debt. As such, the Directors consider the Company's exposure to liquidity risk to be low. Credit risk The Company's credit risk is primarily attributable to its trade receivables. Based on previous experience and the current situation for specific customers, where this is an identifiable loss event or likelihood of failure to be able to collect amounts, an allowance for impairment has been made. The Company mitigates credit risk by requiring new customers to pay cash upfront or providing a letter of credit.
Page 1
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Directors' Report (continued)
For the Year Ended 31 December 2025
The Directors approved the transfer out the trade and assets of the Company to NOV Products Middle East FZE on 1 July 2022. At the point where the transfer completed, only a small residual operation remained which is being wound down. It is the intention of the Directors to liquidate the company following the settlement of the related party balances and completion of the relevant due diligence procedures. To date, the Directors have not yet appointed a liquidator and as such does not expect the Company to be liquidated imminently. As a result, the Directors do not consider the Company to be a going concern and the financial statements have been prepared on a basis other than going concern. The financial statements do not include any adjustments as a result of the financial statements being prepared on a basis other than going concern.
There are no significant events affecting the Company since the year end.
The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on
Page 2
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Directors' Responsibilities Statement
For the Year Ended 31 December 2025
The Directors are responsible for preparing 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 Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies in accordance with Section 10 of FRS 102 and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
∙provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company’s financial position and financial performance;
∙state whether applicable UK Accounting Standards, including FRS 102 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors’ Report, that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Page 3
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Independent Auditor's Report to the Members of NOV Elmar (Middle East) Limited
We have audited the financial statements of NOV Elmar (Middle East) Limited for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance Sheet, the Statement of changes in equity and the related notes 1 to 22, 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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
We draw attention to note 2.3 in the financial statements, which explains that the directors intend to cease operations and liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 2.3. Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Page 4
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Independent Auditor's Report to the Members of NOV Elmar (Middle East) Limited (continued)
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
Page 5
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Independent Auditor's Report to the Members of NOV Elmar (Middle East) Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
•We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those which relate to the reporting framework (UK GAAP and the Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the entity operates.
•We understood how NOV Elmar (Middle East) Limited is complying with those frameworks by making enquiries with management and those charged with governance and those responsible for legal and compliance procedures to understand how the company maintains and communicates its policies and procedures in these areas. We corroborated our enquiries with examination of the board minutes of the company, noting there was no contradictory evidence.
•We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by making enquiries with management and other employees within the company to understand their policies and procedures which they have in place.
•Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved enquiry with management and considering whether any events or conditions during the audit might have indicated non-compliance with laws and regulations.
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 auditor's report.
Page 6
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Independent Auditor's Report to the Members of NOV Elmar (Middle East) Limited (continued)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Aberdeen
Page 7
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2025
Page 8
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Registered number: SC151883
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 22 form part of these financial statements.
Page 9
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Statement of Changes in Equity
For the Year Ended 31 December 2025
Page 10
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
NOV Elmar (Middle East) Limited is a private limited company, limited by shares, incorporated under the Companies Act 2006 in Scotland, with company number SC151883. The address of the registered office is given on the Company Information page.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The presentational and functional currency of these financial statements is USD. Values are rounded to the nearest dollar.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of NOV Inc. as at 2025 and these financial statements may be obtained from 10353 Richmond Avenue, Houston, Texas, 77042, USA .
The directors approved the transfer out the trade and assets of the company to NOV Products Middle East FZE on 1 July 2022. At the point where the transfer completed, only a small residual operation remained which is being wound down. It is the intention of the directors to liquidate the company following the settlement of the related party balances and completion of the relevant due diligence procedures. As a result, the directors do not consider the company to be a going concern and the financial statements have been prepared on a basis other than going concern. The financial statements do not include any adjustments as a result of the financial statements being prepared on a basis other than going concern.
Page 11
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Page 12
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges. All foreign exchange gains and losses are presented in the Statement of Comprehensive Income with 'Administrative expenses'. No expense is recognised for awards that do not ultimately vest. At each Balance Sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of that achievement or otherwise of non-market conditions on the number of equity instruments that will ultimately vest as described above. The movement in cumulative expense since the previous Balance Sheet date is recognised in the Statement of Comprehensive Income, with a corresponding entry in equity.
Page 13
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” was updated in September 2024, including amendments to Section 23 Revenue and Section 20 Leases. These amendments are effective for accounting periods beginning on or after 1 January 2026. The Company has assessed the expected impact of these amendments and, based on its current activities, including the provision of support services to its affiliate and its limited lease arrangements, the changes are not expected to have a material impact on the Company’s financial statements.
Page 14
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 15
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 16
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 17
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 18
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
11.Taxation (continued)
Factors that may affect future tax charges
UK Corporation tax is calculated at 25.00% (2024 - 25.00%) of the estimated assessable profit or loss for the year. Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the NOV Inc. operates, including the United Kingdom. The Company is a member of the NOV Inc. Group, which is within the scope of the OECD Pillar Two model rules. The Company has performed an assessment of its potential exposure to Pillar Two top-up taxes for the year ended 31 December 2025. Based on the estimated calculations prepared to date, the Pillar Two effective tax rate for the UK jurisdiction is expected to exceed the 15% minimum rate. Management does not currently expect any further adjustments to have a material impact on this assessment. Accordingly, no material UK Pillar Two top-up tax exposure is expected for the year ended 31 December 2025.
Page 19
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 20
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
The Company’s capital and reserves are as follows:
Called up share capital Called up share capital represents the nominal value of the shares issued. Share based payment reserve The share based payment reserve represents the aggregate charges recognised for share-based payments which have not yet been exercised. Profit and loss account The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
Senior Executive Plan
Share options in the Company's ultimate parent NOV Inc. are granted to senior executives. The exercise price of the options is equal to the closing market price of NOV Inc. common stock on the date of the grant. The options vest over a three year period starting one year from the date of the grant and expire ten years from the date of the grant. There are no cash settlement alternatives.
Restricted shares
NOV Inc. issues Restricted Stock Awards with no exercise price to officers and key employees in addition to share options. During the year the Company granted restricted shares to key employees at a fair value of $15.01 (2024 - $17.52). These shares will vest in three equal amounts annually on the anniversary of the date of grant.
Page 21
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOV Elmar (Middle East) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
The Company's immediate parent undertaking is National Oilwell Varco UK Limited, a company incorporated in England and Wales.
The Company's ultimate parent undertaking is NOV Inc. a company incorporated in the United States of America. The consolidated accounts of NOV Inc. are those of the smallest and largest group of which the Company is a member and for which group accounts are prepared. Copies of these accounts are available from its principal office at 10353 Richmond Avenue, Houston, Texas, 77042, USA.
Page 22
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||