Registered number: SC210524
FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report for the year ended 31 December 2025.
The key financial and other performance indicators during the year are presented below.
Turnover Increased by 50% to $219,939,000 compared to $146,427,000 in 2024. This is the result of higher asset utilisation in both trenching and site clearance segments.
An operating profit of $63,307,000 was achieved in the year compared to an operating profit in 2024 of $37,594,000. The improved operating profit is the result of increased activity for both trenching and site clearance work.
Shareholders’ funds have increased by the net profit for the year.
The average number of employees increased from 44 to 49 employees.
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
The Directors recognise their duty to act in a way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole in accordance with section 172 of the UK Companies Act 2006. The Directors’ section 172 duties are part of Board discussions. The Directors continue to have regard to the interest of the Company’s key stakeholders and, throughout the year, the Board and management engage with key stakeholders on items relevant to them. We set out below our key stakeholder groups, their material issues and how the Company engages with and considers the interest of each stakeholder group.
Investors and lenders
The key areas of focus with regards to this stakeholder group is financial performance, strategy and capital allocation. The Company commits to maximising long term shareholder value through clearly identifying risks, thorough planning and having effective internal controls in place. It is imperative that risks are understood and effectively managed to ensure that objectives are achieved.
Although the Company has no external shareholders, the financial results are consolidated in the group results of the ultimate parent Company, Helix Energy Solutions Group, Inc. The group results are disclosed quarterly to the wider investor market, followed by a conference call with representatives from institutional shareholders to discuss group financial performance and strategy.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Employees
The key areas of focus with regards to this stakeholder group is engagement and work culture, training and development, diversity and inclusion and remuneration.
The Company holds employee forums to communicate Company policy and initiatives. This provides an opportunity for senior management to engage with employees and answer questions that employees may have. The Company distributes employee satisfaction surveys and conducts exit interviews of employees leaving the organisation, all to gather feedback to further engagement with employees on work culture.
The Company provides competitive compensation and benefit packages in addition to offering developmental opportunities based on individual performance and identified potential.
The Company promotes a ‘speak up’ culture in the event ethical dilemmas arise. The Company has a zero tolerance policy for retaliation against employees who raise such concerns to senior management. Annual compliance training with regards to the UK Bribery Act (2010) and the US Foreign and Corrupt Practices Act (FCPA) is a mandatory requirement.
The Company actively seeks to promote diversity and inclusion throughout its workforce.
Suppliers
The key areas of focus with regards to this stakeholder group is efficiency, expertise and enhancing relationships.
In accordance with the group anti corruption compliance policy, the Company embraces the highest standards of honesty, ethics and integrity as core business values, and will do business only by lawful and ethical means.
Our Code of Business Conduct includes provisions addressing conflicts of interest, corporate opportunities, compliance with our policies and with laws, rules and regulations, including laws addressing insider trading, antitrust and anti bribery. We expect our business partners, including suppliers and vendors, to act consistently with our Code.
We carefully select our business partners through the application of due diligence processes and select our business partners that share our values and our commitment to safety and integrity. The Company strives to comply with its supplier contracts, which, in turn, helps us create and maintain long term supplier relationships.
Customers
The key areas of focus with regards to this stakeholder group is cost, efficiency, expertise and responsiveness. The Company strives to provide high quality services meeting customer needs delivering what has been promised.
Customer information and performance metrics are regularly reported to senior management and the Board. New customers are subject to an extensive financial review, to suitably demonstrate their ability to pay for services. The Company strives to fulfil its contractual obligations, which, in turn, helps to create and maintain long term customer relationships.
The Company is committed to conducting business in a fair, transparent and competitive manner. Many countries have laws that protect competition, making anti competitive behaviours illegal. We seek to always comply with the letter and spirit of competition laws wherever we conduct business.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
ENERGY USE AND GREENHOUSE GAS EMISSIONS
Change in Emissions / Emissions Reduction Activities
The percentage of emissions apportioned for shared facilities at Helix House increased from 41% in previous reporting years, to 57% in 2024, due to a larger proportion of the facility being utilised by Helix Robotics Solutions Ltd. During 2025, Gas usage for the onshore facility was lower and the amount of Marine gas oil used was less due to geographical work conducted. This means our Scope 1 emissions were lower for the year.
During 2025, office and workshop-based staff continued to work predominantly full-time in the facility at Helix House, with a mixture of office and home working from the Chichester office.
Business travel continued to be high in 2025 due to global operations although emissions reduced compared to 2024. Emissions from freight of goods and parts has increased, due to ongoing business in international locations.
The amount of waste disposed from Onshore in 2025 decreased by 21,766kg (total waste of HRS 57% of Helix house and 100% of Chichester office). This factor is mainly due to a large amount of scrap metal having removed in 2024. The amount of waste going to Landfill has seen improvement as this aspect dropped by 10,634kg.
The company has maintained compliance with ISO 14001: 2015 during the reporting period, and some environmental improvements were continued. 100% renewable electricity and 100% green gas (biogas) tariffs were purchased for the whole of 2025, supported by renewable electricity and green gas certificates, supplied via the grid. A new hybrid battery system was installed on Grand Canyon III vessel to reduce fuel consumption; however full commissioning has not been possible during 2025 due to ongoing operations.
Reductions in the GHG Conversion factors from the Department for Energy Security & Net zero has also contributed to the lower emission figures for 2025
Emissions change summary: The net emissions decreased by 4,969 tCO2e (around 11%) in 2025 compared to 2024. This Net figure has increased by 47% since first reporting in 2020. This reflects growth of business, higher vessel utilization and an increased share of emissions from joint facilities.
Targets
Helix Energy Solutions had set the following targets for emissions, which apply to all business units globally, including Helix Robotics Solutions Limited in the UK:
• Reduce GHG emissions from 2019 levels - Scope 1 & 2 (10%) and Scope 3 (5%) by 2024.
Intensity Ratio
The company’s chosen intensity ratio is tCO2e/$million revenue as this is a common business metric for our industry sector. Our intensity ratio measure has decreased in 2025.
An additional ratio is being used by Helix Energy Solutions since 2021, to review vessel fuel use - fuel consumption/utilisation day. This additional ratio has been included in the below data for comparison. Fuel consumption per utilisation day has decreased during 2025 compared to 2024.
Notes on Calculations
Gas and electricity consumption and waste data listed below are estimated figures due to Helix Robotics Solutions Limited occupying space within a shared facility. The consumption, waste and associated emissions included below have been calculated utilising a percentage for the facility, which equates to the percentage used for financial apportioning (57%).
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Emissions from diesel and marine fuel have been calculated using litres of fuel used. To meet the requirements for kWh reporting, for diesel, the Fuel Properties provided within UK Government’s Conversion Factors for Company Reporting was used. For Marine Gas Oil, conversion factors have been used to determine kg of CO2 equivalent, then convert back to kWh figures.
Fugitive emissions are from various refrigerant gases associated with air-conditioning systems used to cool control vans for the ROV and trenchers. Emissions have been estimated based on kg of gas required to top up the systems during maintenance.
‘Business Travel’ scope 3 data includes data for personal mileage claims for personnel travelling on company business in their own vehicle. As car size and fuel type is unknown for these vehicles, a conversion factor for an average car with unknown fuel has been utilised for personal mileage travelled.
In the below tables, tCO2e is metric tonnes of CO2 equivalent.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company undertakes an annual management review of its performance and identifies those risks and issues that require to be mitigated and resolved to meet or exceed its year end qualitative and quantitative targets. The review sets performance indicators and objectives for the following year to mitigate risks that have threatened or have affected the Company’s performance across previous year.
Those objectives and key risks help to set the budget goals for the year.
The Company categorises risks into four main areas – Commercial, Technical, Contractual and Financial.
Commercial
Commercial risks are the loss of reputation from contract performance failure, negative publicity or other project risks. These are identified and documented as part of the tendering process and are mitigated as far as possible in accordance with the general market conditions. Examples of risk mitigation include adequate allowance for currency fluctuations in line with exchange rate forecasts available from leading financial institutions, and avoidance of risks associated with project delays due to adverse weather.
Technical
Technical risk is the loss through failure to execute technical project deliverables. These are identified and assessed on a continuous basis and control measures are applied to minimise risk to a level as low as is reasonably practical, including the application of new technologies and methodologies. Operational and maintenance procedures are reviewed and revised to reflect changes to accepted industry best practice.
Contractual
Contractual risk is of loss from contract performance, either by cancellation or substandard performance. These are mitigated through contract negotiations against a parent company approved set of standard terms and conditions. Approval is sought from the parent company prior to deviation from the approved set, and such approval is dependent upon appropriate risk analysis and the introduction of appropriate mitigating factors.
Financial
Financial risk is of loss through credit, liquidity and currency risk. It is mitigated through detailed accounting practices, cash management processes, a hierarchical approvals process and internally publicised and detailed limits of authority within the Company and throughout the parent company group.
Those objectives and key risks help to set the budget goals for the year.
The Company categorises risks into four main areas – Commercial, Technical, Contractual and Financial.
Commercial
Commercial risks are the loss of reputation from contract performance failure, negative publicity or other project risks. These are identified and documented as part of the tendering process and are mitigated as far as possible in accordance with the general market conditions. Examples of risk mitigation include adequate allowance for currency fluctuations in line with exchange rate forecasts available from leading financial institutions, and avoidance of risks associated with project delays due to adverse weather.
Technical
Technical risk is the loss through failure to execute technical project deliverables. These are identified and assessed on a continuous basis and control measures are applied to minimise risk to a level as low as is reasonably practical, including the application of new technologies and methodologies. Operational and maintenance procedures are reviewed and revised to reflect changes to accepted industry best practice.
Contractual
Contractual risk is of loss from contract performance, either by cancellation or substandard performance. These are mitigated through contract negotiations against a parent company approved set of standard terms and conditions. Approval is sought from the parent company prior to deviation from the approved set, and such approval is dependent upon appropriate risk analysis and the introduction of appropriate mitigating factors.
Financial
Financial risk is of loss through credit, liquidity and currency risk. It is mitigated through detailed accounting practices, cash management processes, a hierarchical approvals process and internally publicised and detailed limits of authority within the Company and throughout the parent company group.
This report was approved by the board and signed on its behalf.
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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.
The principal activities of the Company are:
∙Provision of remotely operated vehicles (ROV) and intervention services;
∙Submarine cable and flow line protection services (burial);
∙Provision of dynamically positioned vessels; and
∙Provision of technical manpower and project management systems.
The Company has a branch in Taiwan.
The profit for the year, after taxation, amounted to $42,801,000 (2024 - $22,510,000).
The profit for the year has been transferred to the profit and loss reserves. No dividends were paid during the year (2024 - $NIL).
The directors who served during the year were:
In the medium to long term the Company seeks to achieve sustainable growth with increased utilisation and technical enhancements to its specialist heavy soils trenching assets and remote operating vehicle assets, as well as investing in long term charters for vessels. The Company also looks to expand into new geographical jurisdictions each year.
This will enable the Company to continue to support the requirements of established external clients, as well as supporting internal requirements from other regional subsidiaries of the parent group, the Helix Energy Solutions Group Inc.
This will enable the Company to continue to support the requirements of established external clients, as well as supporting internal requirements from other regional subsidiaries of the parent group, the Helix Energy Solutions Group Inc.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
On 23 April 2026, Helix Energy Solutions Group, Inc and Hornbeck Offshore Services, Inc announced both parties entered into an agreement to establish a premier integrated offshore services company.
Subject to shareholder approval, Horneck and Helix shareholders will own 55% and 45% of the company respectively. The transaction is expected to close later in 2026.
The strategic combination will create a recognised leader in offshore operations through a diversified and expanded high specification fleet of specialised vessels, supported by subsea robotics, well intervention and technical service capabilities across several sectors.
The Company also signed a new vessel contract lease in Q1 of 2025 with the vessel delivered for service in early 2026.
Subject to shareholder approval, Horneck and Helix shareholders will own 55% and 45% of the company respectively. The transaction is expected to close later in 2026.
The strategic combination will create a recognised leader in offshore operations through a diversified and expanded high specification fleet of specialised vessels, supported by subsea robotics, well intervention and technical service capabilities across several sectors.
The Company also signed a new vessel contract lease in Q1 of 2025 with the vessel delivered for service in early 2026.
Under section 487(2) of the Companies Act 2006, AAB Audit & Accountancy Limited, Statutory Auditor will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the Registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX ROBOTICS SOLUTIONS LIMITED
We have audited the financial statements of Helix Robotics Solutions Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 101 ‘Reduced Disclosure Framework’ (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.
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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX ROBOTICS SOLUTIONS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have 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 Strategic Report or the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX ROBOTICS SOLUTIONS 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.
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 and completeness of revenue recognition
∙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 judgements applied in calculating provisions
∙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:
∙testing a sample of sales transactions to source documents and vouching recognition is in the correct period
∙reviewed internal documentation and correspondence with regulators for evidence or irregularities
∙consideration of the assumptions applied whether the judgement applied in calculation of provisions were 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HELIX ROBOTICS SOLUTIONS 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
Statutory Auditor
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 41 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Helix Robotics Solutions Limited (the “Company”) is a private company incorporated, domiciled and registered in Scotland in the UK. The registered number is SC210524 and the registered address is 13 Queen's Road, Aberdeen, AB15 4YL.
The financial statements are presented in US dollars which is the functional currency and rounded to the nearest thousand dollars ($'000).
The financial statements are presented in US dollars which is the functional currency and rounded to the nearest thousand dollars ($'000).
2.Accounting policies
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
∙the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
This information is included in the consolidated financial statements of Helix Energy Solutions Group, Inc. as at 31 December 2025 and these financial statements may be obtained from 400 N. Sam Houston Parkway E., Suite 400, Houston Texas, 77060-3500.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At the financial year end, the Company had net assets of $130,529,000, net current assets of $96,149,000, a positive cash balance of $19,769,000 and a profit for the year then ended of $42,801,000. The Company has no external borrowings. Included within the net assets are amounts due to group undertakings of $14,509,000. The group companies have confirmed they will not seek repayment of these balances to the detriment of other creditors.
The directors have prepared projected cash flow information for the twelve months from the date of approval of these financial statements, which includes severe but reasonably plausible downside scenario in which revenues are restricted through lower levels of asset utilisation throughout the forecasted period.
The directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised in line with the timing of the fulfillment of distinct performance obligations, whether over time or at a point in time. Within the Company's statement of financial position, balances relating to contracts with customers are either disclosed as a contract liability, a contract asset, or a receivable depending on the relationship between the Company's performance of the contract obligations and the corresponding customer payment. Costs to obtain and to fulfil a contract are, subject to certain criteria, capitalised as a contract cost and amortised over the contract period.
Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Company:
The variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds and any other contingent events. Such estimates are determined using the expected value method and are only recognised when they are highly probable. If any uncertainty exists with respect to a potential refund of the variable consideration received, this consideration is recognised as deferred revenue until the uncertainty is resolved.
(i) Rendering of Services
The Company recognises revenue for service performance obligations over time as those services are fulfilled. The revenue will be based either on a fixed price or on an hourly/day rate. When a fixed price is used the Company assesses the stage of fulfillment based on a cost input method. Where the rendering of services includes rental income which is not considered to be lease income, the rental income element is recognised on a straight line basis over the contract period in accordance with quoted day rates. Where the contract for rental income meets the definition of a lease, revenue is also recognised on a straight line basis over the contract period but is disclosed separately from contracts with customers.
(ii) Mobilisation and demobilisation services
Where contracts contain specific mobilisation and demobilisation services, the Company evaluates whether these are separate performance obligations within the contract. When deemed as separate performance obligations, revenue for these services is accounted for separately and recognised at a point in time. This is normally when each service is fully completed. In other cases, revenue is recognised over time as an integral part of the contract.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Contract costs represent incremental costs of obtaining a contract and the costs incurred to fulfil it.
(i) Costs of obtaining a contract
Incremental costs of obtaining a contract with a customer are deferred when it is expected that these costs will be recoverable. These costs are then amortised on a straight line basis over the term of the contract.
Costs to obtain a contract that are incurred regardless of whether or not the contract is obtained, or costs which are not otherwise recoverable from the customer, are expensed immediately to the income statement. Incremental costs of obtaining a contract where the contract term is less than one year are also immediately expensed to the income statement.
(ii) Costs to fulfil customer contracts
Customer contract fulfillment costs are capitalised when all of the following are met:
Contract assets
Contract assets are recognised when the Company has satisfied the performance obligations in a sales contract and have either not recognised a receivable to reflect its unconditional right to the consideration or, the consideration is not yet due. Contract assets are treated as financial assets for impairment purposes and therefore subject to impairment reviews on the same basis as trade and other receivables.
Contract liabilities
Contract liabilities are recognised when a customer pays consideration or when the Company recognises a receivable to reflect its unconditional right to consideration (whichever is earlier), prior to the Company transferring the goods to, or performing the services for, that customer. The liability represents the Company’s responsibility to fulfil the contractual performance obligations for which it has already been paid.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
The GBP to USD exchange rate at 31 December 2025 was 1.3453.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurement of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate can not be readily determined, the Company's incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurement of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate can not be readily determined, the Company's incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
∙fixed payments, including in-substance fixed payments;
∙variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
∙amounts expected to be payable under a residual value guarantee;
∙the exercise price under a purchase option that the Company is reasonably certain to exercise;
∙lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option; and
∙penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is measured when there is a change in future lease payments arising from a change in an index or rate, there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, to the extent that the right-of-use asset is reduced to nil, with any further adjustment required from the remeasurement being recorded in profit and loss.
The Company presents right-of-use assets that do not meet the definition of investment property in 'property, plant and equipment' and lease liabilities in 'loans and borrowings' in the statement of financial position.
The Company has elected not to recognise right-of-use assets and lease liabilities for lease of low-value assets and short-term leases. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Where a member of the Group grants awards to the Company's employees, and the Company has no obligation to settle the award, the Company accounts for these share-based payments as equity settled. Amounts recharged by the parent are recognised as a recharge liability with a corresponding debit to the profit and loss account.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
The estimated useful lives range as follows:
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.
When parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets. Trenchers are split into the following components and each component is depreciated over the useful life as follows;
Main body - 10 years
A-Frame - 10 years
Winch - 5-10 years
The carrying values of tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable, and are written down immediately to their recoverable amount.
Main body - 10 years
A-Frame - 10 years
Winch - 5-10 years
The carrying values of tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable, and are written down immediately to their recoverable amount.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Financial assets and financial liabilities are initially measured at fair value.
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
Impairment of financial assets
Financial liabilities
Fair value through profit or loss
At amortised cost
Page 28
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Financial liabilities and equity
Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and
(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and
(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
The carrying amounts of the Company’s non financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash generating unit”).
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.
In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash generating unit”).
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.
In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Page 29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods which are affected by those revisions.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year, are discussed below;
i. Depreciation rates and residual tangible fixed assets
As described in the tangible asset accounting policy, the Company depreciates tangible fixed assets over its assessment of their estimated useful lives less, estimated residual values using a straight line basis. The useful lives ranges between 5-10 years with residual values estimated at nil. The Company considers maintenance policies and industry standards in determining the useful lives of assets.
ii. Lump Sum Contracts
For lump sum contracts under the percentage of completion method, we recognise estimated contract revenue based on costs incurred to date as a percentage of total estimated costs. Changes in the expected cost of materials and labour, productivity, scheduling and other factors affect the progress and estimated cost of a project’s completion, and therefore the timing of revenue recognition. We routinely review estimates related to our contracts and reflect revisions to profitability in earnings on a current basis. If a current estimate of total contract cost indicates an ultimate loss on a contract, we recognise the projected loss in full when it is first determined.
iii Deferred tax asset
The Company has recognised the deferred tax asset in the current year.
Page 30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
14.Tangible fixed assets (continued)
Page 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company carries a fixed charge that provides fixed security over the assets of the Company in favour of the Company's bank.
Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company operates a Group Personal Pension plan with Standard Life on a defined contribution basis. The Company’s commitment is expressed as a percentage of the employee’s pensionable salary. Amounts accrued at 31 December 2025 were $58,000 (2024 – $57,000).
Subject to shareholder approval, Horneck and Helix shareholders will own 55% and 45% of the company respectively. The transaction is expected to close later in 2026.
The strategic combination will create a recognised leader in offshore operations through a diversified and expanded high specification fleet of specialised vessels, supported by subsea robotics, well intervention and technical service capabilities across several sectors.
The Company also signed a new vessel contract lease in Q1 of 2025 with the vessel delivered for service in early 2026.
The largest and smallest group in which the results of the Company are consolidated is that headed by the ultimate parent company, Helix Energy Solutions Group, Inc. The consolidated accounts of the ultimate parent company are available to the public and may be obtained from 400 N. Sam Houston Parkway E., Suite 400, Houston Texas, 77060 3500.
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