ACCOUNTS - Final Accounts preparation

Registered number: SC827005

J&S SUBSEA HOLDINGS LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

J&S SUBSEA HOLDINGS LIMITED

COMPANY INFORMATION

Directors	M Blair (appointed 31 October 2024)
	R W Finesy (appointed 31 October 2024)
	M A P Patterson (appointed 31 October 2024)
	P K Reid (appointed 25 October 2024)


Company secretary	Addleshaw Goddard (Scotland) Secretarial Limited


Registered number	SC827005


Registered office	Holland House
	Pitmedden Road
	Aberdeen
	AB21 0DP


Independent auditor	AAB Audit & Accountancy Limited
	Kingshill View
	Prime Four Business Park
	Kingswells
	Aberdeen
	AB15 8PU

J&S SUBSEA HOLDINGS LIMITED

CONTENTS

	Page
Directors' Report	1
Directors' Responsibilities Statement	2
Independent Auditor's Report	3 - 6
Consolidated Statement of Comprehensive Income	7
Consolidated Balance Sheet	8 - 9
Company Balance Sheet	10 - 11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Notes to the Financial Statements	14 - 24

J&S SUBSEA HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the period ended 31 December 2025.

Directors

The directors who served during the period were:

M Blair (appointed 31 October 2024)

R W Finesy (appointed 31 October 2024)

M A P Patterson (appointed 31 October 2024)

P K Reid (appointed 25 October 2024)

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

The auditor, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

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 and signed on its behalf.

P K Reid

Director

Date: 23 July 2026

Page 1

J&S SUBSEA HOLDINGS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE PERIOD ENDED 31 DECEMBER 2025

The directors are responsible for preparing the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including 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 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 for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2

J&S SUBSEA HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF J&S SUBSEA HOLDINGS LIMITED

Opinion

We have audited the financial statements of J&S Subsea Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 loss for the period then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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.

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 or 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.

Page 3

J&S SUBSEA HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF J&S SUBSEA HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion 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 Directors' Report for the financial period 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.

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 Directors' Report.

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

∙adequate accounting records have not been kept 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; or

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Page 4

J&S SUBSEA HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF J&S SUBSEA HOLDINGS LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

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

We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

∙timing of revenue recognition

∙accuracy of year end work in progress balance

∙compliance with relevant laws and regulations which may impact on the financial statements and those that the company needs to comply with for the purpose of trading

∙management override of controls to manipulate the Company’s key performance indicators to meet targets

We discussed these risks with client management, designed audit procedures to address these risks including:

∙reviewed internal documentation and correspondence with regulators for evidence of irregularities
testing a sample of sales transactions and reviewing transactions around the year end to confirm recognised in the correct period

∙reviewing a sample of work in progress contracts to ensure revenue recognition appropriate

∙reviewed areas of judgement and tested a sample of journal entries for indicators of management bias performed analytical procedures to identify any unusual or unexpected relationships which may be an indication of material misstatement due to fraud

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

A further description of our responsibilities 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 5

J&S SUBSEA HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF J&S SUBSEA HOLDINGS LIMITED (CONTINUED)

Use of our report

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

Graeme Penman (Senior Statutory Auditor)

for and on behalf of

AAB Audit & Accountancy Limited

Senior Statutory Auditor

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU

23 July 2026

Page 6

J&S SUBSEA HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2025

	14 months ended 31 December
	2025
Note	£


Turnover		6,399,985
Cost of sales		(2,996,301)
Gross profit		3,403,684
Administrative expenses		(3,573,368)
Operating (loss)/profit		(169,684)
Interest receivable and similar income		9,347
Interest payable and similar expenses		(427,921)
(Loss)/profit before tax		(588,258)
Tax on (loss)/profit		(76,216)
(Loss)/profit for the financial period		(664,474)

Loss for the year attributable to:
Owners of the Parent Company		(664,474)
		(664,474)

There was no other comprehensive income for 2025.

The notes on pages 14 to 24 form part of these financial statements.

Page 7

J&S SUBSEA HOLDINGS LIMITED

REGISTERED NUMBER: SC827005

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025
Note		£

Fixed assets
Intangible assets	5		5,117,051
Tangible assets	6		125,365
			5,242,416
Current assets
Stocks		1,411,127
Debtors: amounts falling due within one year	8	1,039,336
Cash at bank and in hand	9	1,599,256
		4,049,719
Creditors: amounts falling due within one year	10	(1,441,893)
Creditors: amounts falling due after more than one year			(4,029,217)
Provisions for liabilities
Deferred tax		(31,584)
			(31,584)
Net assets			3,789,441

Capital and reserves
Called up share capital			801
Share premium account			4,453,114
Capital redemption reserve			5
Profit and loss account			(664,479)
			3,789,441

Page 8

J&S SUBSEA HOLDINGS LIMITED

REGISTERED NUMBER: SC827005

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

P K Reid

Director

Date: 23 July 2026

The notes on pages 14 to 24 form part of these financial statements.

Page 9

J&S SUBSEA HOLDINGS LIMITED

REGISTERED NUMBER: SC827005

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025
Note		£

Fixed assets
Investments	7		9,054,593
			9,054,593
Current assets
Cash at bank and in hand	9	2,976
		2,976
Creditors: amounts falling due within one year	10	(761,660)
Net current (liabilities)/assets			(758,684)
Total assets less current liabilities			8,295,909

Creditors: amounts falling due after more than one year			(4,026,000)

Net assets excluding pension asset			4,269,909
Net assets			4,269,909

Capital and reserves
Called up share capital	12		801
Share premium account			4,453,114
Capital redemption reserve			5
Loss/(profit) for the period		(184,006)
Other changes in the profit and loss account		(5)
Profit and loss account carried forward			(184,011)
			4,269,909

Page 10

J&S SUBSEA HOLDINGS LIMITED

REGISTERED NUMBER: SC827005

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

P K Reid

Director

Date: 23 July 2026

The notes on pages 14 to 24 form part of these financial statements.

Page 11

J&S SUBSEA HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
Comprehensive income for the period
Loss for the period	-	-	-	(664,474)	(664,474)
Contributions by and distributions to owners
Purchase of own shares	-	-	5	(5)	-
Shares issued during the period	806	-	-	-	806
Shares cancelled during the period	(5)	-	-	-	(5)
Share premium on shares issued	-	4,453,114	-	-	4,453,114
At 31 December 2025	801	4,453,114	5	(664,479)	3,789,441

The notes on pages 14 to 24 form part of these financial statements.

Page 12

J&S SUBSEA HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
Comprehensive income for the period
Loss for the period	-	-	-	(184,006)	(184,006)
Contributions by and distributions to owners
Purchase of own shares	-	-	5	(5)	-
Shares issued during the period	806	-	-	-	806
Shares cancelled during the period	(5)	-	-	-	(5)
Share premium on shares issued	-	4,453,114	-	-	4,453,114
At 31 December 2025	801	4,453,114	5	(184,011)	4,269,909

The notes on pages 14 to 24 form part of these financial statements.

Page 13

J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

1.	General information

J&S Subsea Holdings Limited is a private company, limited by shares, registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The Company's principal activity is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The consolidated 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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The directors, having made due and careful enquiry, are of the opinion that the Group has adequate working capital to execute its operations over the next 12 months, following the date of approval of these financial statements. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

Page 14

J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 15

J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 16

J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 17

J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

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

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Goodwill	-	10	years
				Computer software	-	3	years

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	33%	straight line
Motor vehicles	-	33%	straight line
Fixtures and fittings	-	33%	straight line
Computer equipment	-	33%	straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 18

J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 19

J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

3.	Auditor's remuneration
	During the period, the Group obtained the following services from the Company's auditor:
		14 months ended 31 December
		2025
		£

Fees payable to the Company's auditor for the audit of the consolidated and Parent Company's financial statements

31,050

Employees

The average monthly number of employees, including directors, during the period was 32.

5.	Intangible assets
	Group

	Computer software	Goodwill	Negative goodwill	Total
	£	£	£	£
Cost
Additions	23,653	5,766,897	-	5,790,550
On acquisition of subsidiaries	-	-	(203,698)	(203,698)
At 31 December 2025	23,653	5,766,897	(203,698)	5,586,852
Amortisation
Charge for the period on owned assets	694	672,805	(27,160)	646,339
On acquisition of subsidiaries	-	-	(176,538)	(176,538)
At 31 December 2025	694	672,805	(203,698)	469,801
Net book value
At 31 December 2025	22,959	5,094,092	-	5,117,051

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J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

6.	Tangible fixed assets
	Group

	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
Acquisition of subsidiary	119,232	31,201	133,123	62,462	346,018
Additions	9,716	-	7,967	3,917	21,600
At 31 December 2025	128,948	31,201	141,090	66,379	367,618
Depreciation
On acquisition of subsidiaries	76,598	7,938	33,062	29,727	147,325
Charge for the period on owned assets	25,710	-	42,388	18,387	86,485
Charge for the period on financed assets	-	8,443	-	-	8,443
At 31 December 2025	102,308	16,381	75,450	48,114	242,253
Net book value
At 31 December 2025	26,640	14,820	65,640	18,265	125,365

The net book value of assets held under finance leases or hire purchase contracts, included above, is £13,284.

7.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	9,615,988
	Dividend from pre-acquisition reserves.	(561,395)
	At 31 December 2025	9,054,593

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J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

J&S Subsea Limited

1st Floor North Kingshill View, Prime Four Business Park, Aberdeen, AB15 8PU

Ordinary

100%

Debtors

		Group	Company
		2025	2025
		£	£


Trade debtors	886,755	-
Other debtors	34,168	-
Prepayments and accrued income	118,413	-
	1,039,336	-

9.	Cash and cash equivalents
		Group	Company
		2025	2025
		£	£

Cash at bank and in hand	1,599,256	2,976
	1,599,256	2,976

10.	Creditors: Amounts falling due within one year
		Group	Company
		2025	2025
		£	£

Trade creditors	178,780	15,435
Amounts owed to group undertakings	-	116,908
Corporation tax	65,743	-
Other taxation and social security	80,653	14,800
Obligations under finance lease and hire purchase contracts	9,904	-
Other creditors	625,236	600,000
Accruals and deferred income	481,577	14,517
	1,441,893	761,660

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J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

11.	Creditors: Amounts falling due after more than one year
		Group	Company
		2025	2025
		£	£

Other loans	4,026,000	4,026,000
Net obligations under finance leases and hire purchase contracts	3,217	-
	4,029,217	4,026,000

The Group has secured loan notes of £3,600,000 due to it's controlling entity. The loan notes incur interest at 10% per annum, with interest capitalised during an initial rolled-up period. The loan notes, together with any accrued interest, are repayable on 1 November 2029.

The loan notes are secured against the assets of the Group and may be repaid early subject to noteholder approval.

12.	Share capital
		2025
		£

		Allotted, called up and fully paid

		400,000 Ordinary A shares of £0.001 each	400
		370,848 Ordinary B shares of £0.001 each	371
		29,610 Ordinary D shares of £0.001 each	30

			801

During the period, 370,848 B Ordinary and 34,545 D Ordinary Shares of £0.001 each were allotted in exchange for investments in subsidiary valued at £4,053,920.

In addition, a further 400,000 A Ordinary Shares of £0.001 each were alloted for a total consideration of £400,000.

Following this, 4,935 D Ordinary Shares of £0.001 each were bough back and cancelled for a total consideration of £5.

13.	Business combinations

On 31 October 2024, the group acquired a 100% stake in J&S Subsea Limited. The total consideration for the purchase was £9,054,593 The fair value of the net assets acquired was £3,287,696, resulting in goodwill of £5,766,897.

14.	Pension commitments

The Group contributes to a defined contribution pension scheme. The pension charge for the year represents contributions payable by the company to the funds and amounted to £102,064. The contributions outstanding at the year end were £23,435.

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J&S SUBSEA HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

15.	Related party transactions
	The company has taken advantage of the exemption given by section 33A of FRS102, which allows exemption from disclosure of related party transactions with group companies which are 100% owned.

16.	Controlling party

The largest single shareholder of J&S Subsea Holdings Limited is a group headed up by Foresight Group Holdings Limited, a company registered in Jersey and registered on the London Stock Exchange.

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