REGISTERED NUMBER: SC461316 (Scotland)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2025

for

Dcn Diving Uk Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

W A Vriens

A J H Stuifzand

REGISTERED OFFICE:

Suffolk House

Pitmedden Road

Dyce

Aberdeenshire

AB21 0DP

REGISTERED NUMBER:

SC461316 (Scotland)

AUDITORS:

Gibson McKerrell Burrows Limited

28 Rutland Square

Edinburgh

EH1 2BW

BANKERS:

Bank of Scotland

PO Box 17235

Edinburgh

EH11 1YH

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The principal activities of the Company in the year under review were to provide specialist diving services to the petroleum and natural gas extraction sector and the construction industry. The key strategies of the company remain on increasing turnover and profitability through continually investing in customer and supplier relationships.

The Company has returned to more normal trading levels after an exceptional year in 2024. Despite this, the board continue to focus on their long term strategic goals, strengthened corporate governance, and continual internal investment to ensure the Company performs well operationally and financially.

KEY PERFORMANCE INDICATORS

We consider our key performance indicators to be those which reflect the financial performance and strength of the company as a whole. The following KPIs are viewed as being most significant by the directors:

2025

2024

Turnover

£2.087,647

£26,363,320

Gross Profit

£1,322,013

£7,378,166

Gross Profit Percentage

63.33%

27.99%

Operating Profit/ (Loss)

£208,283

£1,564,916

Pre Tax Profit/ (Loss)

£242,990

£1,635,460

In the year to 31 December 2025 retained earnings increased by £182,243 from £1,805,700 to £1,987,943, resulting in the shareholders' fund and net assets balance of £1,987,944 (2024 £1,805,701).

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is exposed to a number of risks and uncertainties on both operational and financial levels. The directors acknowledge that it is their responsibility to actively assess these risks and ensure appropriate mitigating controls are in place. The directors have undertaken a rigorous and systematic review of the principal risks and uncertainties which pose the greatest threat to the future performance of the company which are as follows:

Regulatory Risk

Working in the petroleum and natural gas extraction industry, the Company must ensure to comply with regulations in respect of the technical, legal and corporate environment. Regulations in quality control must also be complied with in relation to all products and departments within the Company. The board continues to update and review memberships with appropriate regulatory bodies and ensure staff are adequately trained in their respective areas.

Credit Risk

This risk arises from delayed or non-payment from trade debtors. The Company mitigates this risk through the use of a debt factoring facility which transfers the risk of non payment and ensures a constant cash inflow throughout the year. The Company also monitors credit risk via continual review of balances due from customers and also through use of credit limits.

Liquidity Risk

The Company is at risk of having insufficient liquid assets to meet its short-term debt obligations. Exposure to such risk is mitigated by ensuring that adequate bank facilities are in place to meet working capital requirements.

Currency Risk

The trading activities of the Company are such that various services are sourced from overseas suppliers and settled in a foreign currency, principally US Dollars and Euros. The Company operates a US Dollar and Euro account to mitigate exposure to exchange rate fluctuations, reduce administration and foreign exchange costs and to eliminate the need to transfer funds into the Sterling account.

ON BEHALF OF THE BOARD:

A J H Stuifzand - Director

14 August 2026

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

PRINCIPAL ACTIVITY

Providing specialist diving services to the petroleum and natural gas extraction sector and the construction industry

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

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

W A Vriens

A J H Stuifzand

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

A J H Stuifzand - Director

14 August 2026

Opinion

We have audited the financial statements of Dcn Diving Uk Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

Discussions were held with, and enquires made of, management and those charged with governance with a view to

identifying those laws and regulations that could be expected to have a material impact on the financial statements.

During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity;

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

- It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and

non-compliance with laws and regulations) comprised of:

- Inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;

- enquiries with the same concerning any actual or potential litigation or claims;

- inspection of relevant legal correspondence;

- review of board minutes;

- testing the appropriateness of entries in the nominal ledger, including journal entries;

- reviewing transactions around the end of the reporting period;

the performance of analytical procedures to identify unexpected movements in account balances which may be

- indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including

fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls and the

nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

Use of our report

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

Julian Cordery FCCA FCA CA (Senior Statutory Auditor)

for and on behalf of Gibson McKerrell Burrows Limited

28 Rutland Square

Edinburgh

EH1 2BW

17 August 2026

TURNOVER

2,087,647

26,363,320

Cost of sales

765,634

18,985,154

GROSS PROFIT

1,322,013

7,378,166

Administrative expenses

1,113,730

5,813,250

OPERATING PROFIT

4

208,283

1,564,916

Interest receivable and similar income

35,210

103,851

243,493

1,668,767

Interest payable and similar expenses

5

503

33,307

PROFIT BEFORE TAXATION

242,990

1,635,460

Tax on profit

6

60,747

412,897

PROFIT FOR THE FINANCIAL YEAR

182,243

1,222,563

PROFIT FOR THE YEAR

182,243

1,222,563

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

182,243

1,222,563

FIXED ASSETS

Tangible assets

7

53,352

71,138

CURRENT ASSETS

Debtors

8

2,120,300

5,157,524

Cash at bank and in hand

308,109

1,298,060

2,428,409

6,455,584

CREDITORS

Amounts falling due within one year

9

480,479

4,703,236

NET CURRENT ASSETS

1,947,930

1,752,348

TOTAL ASSETS LESS CURRENT LIABILITIES

2,001,282

1,823,486

PROVISIONS FOR LIABILITIES

10

13,338

17,785

NET ASSETS

1,987,944

1,805,701

CAPITAL AND RESERVES

Called up share capital

11

1

1

Retained earnings

12

1,987,943

1,805,700

SHAREHOLDERS' FUNDS

1,987,944

1,805,701

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2026 and were signed on its behalf by:

A J H Stuifzand - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1

583,137

583,138

Changes in equity

Total comprehensive income

-

1,222,563

1,222,563

Balance at 31 December 2024

1

1,805,700

1,805,701

Changes in equity

Total comprehensive income

-

182,243

182,243

Balance at 31 December 2025

1

1,987,943

1,987,944

Cash flows from operating activities

Cash generated from operations

1

(1,024,658

)

1,445,039

Interest paid

(503

)

(33,307

)

Tax paid

-

(366,668

)

Net cash from operating activities

(1,025,161

)

1,045,064

Cash flows from investing activities

Purchase of tangible fixed assets

-

(65,484

)

Interest received

35,210

103,851

Net cash from investing activities

35,210

38,367

(Decrease)/increase in cash and cash equivalents

(989,951

)

1,083,431

Cash and cash equivalents at beginning of year

2

1,298,060

214,629

Cash and cash equivalents at end of year

2

308,109

1,298,060

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Profit before taxation

242,990

1,635,460

Depreciation charges

17,786

23,715

Finance costs

503

33,307

Finance income

(35,210

)

(103,851

)

226,069

1,588,631

Decrease/(increase) in trade and other debtors

3,037,224

(1,951,915

)

(Decrease)/increase in trade and other creditors

(4,287,951

)

1,808,323

Cash generated from operations

(1,024,658

)

1,445,039

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

308,109

1,298,060

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,298,060

214,629

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

1,298,060

(989,951

)

308,109

1,298,060

(989,951

)

308,109

Total

1,298,060

(989,951

)

308,109

1.	STATUTORY INFORMATION

Dcn Diving Uk 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 presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is attributable to the company's principal activity of specialist diving services.

Tangible fixed assets

Tangible fixed assets are initially measured at cost. Cost includes the original purchase price and costs directly attributable to bringing the asset to its present location and into its present condition. After initial recognition, the assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is provided by equal instalments at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.Land is not depreciated.

Computer Equipment - 25% reducing balance

Office Equipment - 25% reducing balance

Motor Vehicles - 25% reducing balance

Depreciation and impairment losses are charged to the Income Statement within administrative expenses.

The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and payables, loans from banks and other third parties.

At the end of each reporting period, financial assets that are measured at cost are assessed for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the Income Statement.

Financial assets are derecognised when (a) the contractual rights to the cash flows arising from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset has been transferred to another party.

Financial liabilities are measured at amortised cost less any accumulated impairment losses. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the Statement of Financial Position as substantially all of the risks and rewards incidental to ownership have been transferred from the leasing company.

Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is shorter.

The interest element of these obligations is charged to the Income Statement over the relevant period. The capital element of the future payments is treated as a liability.

Rentals under operating leases are charged to the Income Statement on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

430,170

407,488

Social security costs

46,919

42,408

Other pension costs

12,833

10,755

489,922

460,651

The average number of employees during the year was as follows:

31.12.25

31.12.24

Office and Admin

3

3

Operations

4

4

7

7

31.12.25

31.12.24

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.25

31.12.24

£

£

Other operating leases

117,060

106,969

Depreciation - owned assets

17,786

23,715

Auditors' remuneration

8,250

8,250

Foreign exchange differences

256

21,611

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Other interest

503

33,307

6.

TAXATION

Analysis of the tax charge

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

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

65,194

398,423

Deferred tax

(4,447

)

14,474

Tax on profit

60,747

412,897

7.	TANGIBLE FIXED ASSETS

Plant and

Motor

Computer

machinery

vehicles

equipment

Totals

£

£

£

£

COST

At 1 January 2025

and 31 December 2025

10,099

36,167

64,877

111,143

DEPRECIATION

At 1 January 2025

3,673

18,145

18,187

40,005

Charge for year

1,607

4,506

11,673

17,786

At 31 December 2025

5,280

22,651

29,860

57,791

NET BOOK VALUE

At 31 December 2025

4,819

13,516

35,017

53,352

At 31 December 2024

6,426

18,022

46,690

71,138

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

117,360

161,821

Amounts owed by group undertakings

1,820,279

4,924,792

VAT

20,142

-

Prepayments and accrued income

162,519

70,911

2,120,300

5,157,524

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

62,232

183,784

Amounts owed to group undertakings

13,194

12,546

Corporation tax

351,566

286,372

Social security and other taxes

(27,325

)

(12,495

)

VAT

-

228,589

Other creditors

-

(18,643

)

Deferred income

-

24,241

Accrued expenses

80,812

3,998,842

480,479

4,703,236

10.	PROVISIONS FOR LIABILITIES

31.12.25

31.12.24

£

£

Deferred tax

Accelerated capital allowances

13,338

17,785

Deferred

tax

£

Balance at 1 January 2025

17,785

Movement in the year

(4,447

)

Balance at 31 December 2025

13,338

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

1

Ordinary B

£1

1

1

12.

RESERVES

Retained

earnings

£

At 1 January 2025

1,805,700

Profit for the year

182,243

At 31 December 2025

1,987,943

13.	RELATED PARTY DISCLOSURES

At the balance sheet date the company is owed £1,820,279 (2024: £4,924,792) by their holding company DCN Diving B.V.

At the balance sheet date the company owes £13,194 (2024: £12,546) to one of subsidiaries in the group DCN Diving Sdn Bhd.

The ultimate controlling party is DCN Diving B.V