REGISTERED NUMBER: SC026598 (Scotland)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

AJT Engineering Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

6

Statement of Directors' Responsibilities

10

Independent Auditors' Report

11

Statement of Comprehensive Income

15

Balance Sheet

16

Statement of Changes in Equity

17

Notes to the Financial Statements

18

DIRECTORS:

Oliver Fleming Capon

Jock A Gardiner

David J Scalley

Jacqueline Taylor

SECRETARY:

Nischal Vinesh Hindia

REGISTERED OFFICE:

Craigshaw Crescent

West Tullos

Aberdeen

AB12 3TB

REGISTERED NUMBER:

SC026598 (Scotland)

AUDITORS:

Deloitte LLP

Statutory Auditor

London

United Kingdom

BANKERS:

Barclays Bank Plc

50 Pall Mall

London

SW1A 1QA

The directors present the strategic report, the annual report and the audited financial statements for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES

AJT Engineering Limited ("the Company") is a limited liability company incorporated and domiciled in Scotland. The principal place of business and registered office is at Craigshaw Crescent, West Tullos Industrial Estate, Aberdeen, AB12 3TB.

The Company offers general engineering, inspection and repair for the oil and gas industry as well as the refurbishment of plant for utility companies, fabrication of equipment and the provision of remote site services.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

The Statement of Comprehensive Income for the year is set out on page 13.

Revenue for the year ended 31 December 2025 was £21.5 million (2024: £19.5 million), representing an increase of 10.13%. This growth reflects increased project activity supporting hydro asset maintenance, a renewed focus on fabrication projects for key customers and continued high quality delivery to our historic oil and gas customers. The profit before taxation was £0.7 million, representing a significant improvement compared to the prior year (2024: loss of £0.3 million). This movement from losses to profit is primarily attributable to an increase in project value and improved margins.

Gross margin was 40.85% in 2025 (2024: 27.39%), reflecting the current sales mix, including project work as well as delivery of high value engineering solutions.

The Company continues to experience the impact of general trends in the oil and gas sector, meaning forecasting and order book are difficult to predict. The Company combats this by continuing to strategically diversify its operations, expanding its presence in the renewable energy sector and securing long-term contracts in this market. The Company has maintained a strong commitment to supporting its core oil and gas customer base as they transition toward cleaner energy solutions. In parallel, the Company has pursued collaborative partnerships focused on innovation, productivity improvement, and commercialisation of new product solutions.

Uncertainty with the conflict in the Middle East is starting to be reflected in pricing from suppliers. At present these increases have not been seen across all the supply chain as yet but management are expecting that this will only increase over the coming months. The Company are evaluating all cost increases and preparing where possible with forward buying and supplier negotiation. Fuel price surcharges for logistics and consumable prices have been the most affected to date. Customer pricing will be kept under review.

As the Company moves into 2026, there has been a notable increase in tender activity across Site Services including fabrication. This has resulted in a good start to the year for the division with forecasts looking strong. The Engineering division has had a more challenging start to the year with first half results behind budget due to a slow Q1. Heading into Q3, Engineering order book is materially higher than previous months with a range of high value projects currently progressing through the workshop. Business development activity underpins further orders to be placed in the second half of the year. The Directors are focussed on forecast analysis and remain confident that the current cost base will continue to support sustainable growth and improved financial performance.

In June 2025 the Company underwent a finance restructure with Associated Fisheries Limited subscribing for an additional 3,950,000 ordinary shares £1 per share. The result was to eliminate the overdraft in AJT Engineering Limited and settle £500,000 of the outstanding intercompany loan. This has put AJT Engineering Limited in a cash positive position. In addition, Black Gold Oil Tools Limited, 100% subsidiary of AJT Engineering Limited was liquidated in June 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

There are a number of possible risks and uncertainties that could impact the Company's operations. The Company regularly monitors the risks at an operational and Company level.

The following material risks have been identified:

Risk

Potential impact

Mitigation

Key customer dependence

Losing a major customer. This will result in a decline of gross margin and ability to generate cashflow.

Diversification of the customer base and careful customer relationship management.

Dependence on the oil and gas sector

Changes in market conditions leading to lower demand for services will result in a decline of gross margin and ability to generate cashflow.

Diversification into other areas. Close monitoring of the current sector.

Health and safety

Vulnerability of the employees to injury at work due to the use of machinery and chemicals. Payment of fines and reputational damage.

Strict compliance with legislation and training employees to adopt safe working practices. Regular external compliance review.

The going concern risk, including the impact of rising commodity prices, for the Company has been covered within the Report of the Directors and note 2 to the financial statements. For further details, refer to Camellia PLC annual report.

KEY PERFORMANCE INDICATORS

The Directors review the monthly profit and operating financial indicators to monitor the performance of each division depending on the nature of its operations.

KPI

Use

Comment

Gross Margin %

Measuring the returns on services and service types.

Gross margin has increased to 40.85% in 2025 (2024: 27.39%) reflecting the current sales mix of the business.

Net profit

Measuring profit generation on service types and consolidated overview.

The profit before tax of £0.7m (2024: £0.3m loss) is due to improved revenue and managed costs.

SECTION 172 STATEMENT

In performing their duty under section 172(1) (a) to (i) of the Companies Act 2006, the Directors have acted in good faith, to promote the success of the company as a whole, whilst carefully considering the interests of shareholders and other stakeholders which have an impact on the long-term success and sustainability of the Company, including suppliers, customers, employees and the communities in which the company operates and the impact on the environment.

EMPLOYEES

Core to the Company's purpose is ensuring an inclusive culture that respects and supports employee rights and promotes welfare and wellbeing. The Company has processes and procedures in place including a range of formal and informal mechanisms which support the effective flow of information to all staff including, for example, employee forum, safety sub committee and a regular newsletter. The Company also engaged in the annual employee engagement survey, Your Voice, during 2025. The results of the survey are continuing to be used to provide insights to the Company to plan and track key initiatives and progress.

EMPLOYEE WELFARE

Employees are key to the success of the business and their safety and welfare are paramount. The Company has policies and procedures in place (as appropriate) which cover equality, diversity, grievance and disciplinary, harassment, health, personal development and training.

STAKEHOLDERS

The Directors regularly consider the views of the principal stakeholders and how we engage with them. The stakeholder voice is brought into the boardroom throughout the annual cycle through information provided by management presentations, meetings and operational visits. There is on-going dialogue between members of the Board and significant shareholders whose views are also reported to the Board.

ENVIRONMENT

The Directors recognise the importance of the impact that the company's activities have on our local community and the environment in which we operate. The Directors monitor environmental KPIs throughout the year reporting progress to the board. Additionally senior management team continue to seek out new initiatives for conserving natural resource use and reducing impact of waste production on the environment.

The Directors have applied the Group Guiding Principles to the company policies as part of their s172 responsibilities. This includes Employee Welfare, Health and Safety, Environment, Financial Crime, Whistleblowing and Complaints, Human Rights and Tax.

CUSTOMERS AND SUPPLIERS

The Company promotes robust working relationships with both its customers and suppliers. There are processes in place to ensure that all working arrangements are based on mutual respect and shared values. Suppliers and customers are subject to diligence prior to onboarding to verify working practices, quality assurance and adherence to welfare practices for employees.

ON BEHALF OF THE BOARD:

David J Scalley - 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

The principal activity of the company in the year under review was that of provision of engineering services.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025 (2024 - £nil).

There were no charitable or political donations during the current year (2024 - £nil).

DIRECTORS

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

Oliver Fleming Capon

Jock A Gardiner

David J Scalley

Other changes in directors holding office are as follows:

Kenneth Byron Coombs - resigned 1 February 2025

Jacqueline Taylor - appointed 8 April 2025

Keith Leighton - resigned 12 February 2025

Mark Jan Wilmar Freeriks - appointed 1 February 2025 - resigned 30 June 2025

DIRECTORS' INDEMNITIES

The company did not have qualifying third party indemnity provisions for the benefit of its Directors during the period and at the date of this report.

FINANCIAL RISK MANAGEMENT

Cashflow risk

The Company's activities expose it primarily to the financial risks of inflationary pressures and interest rates. Interest bearing assets and liabilities are held at fixed rate to ensure certainty of cash flows.

Credit risk

The Company's principal financial assets are bank balances and cash, trade and other debtors.

The Company's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The Company uses a simplified provision matrice based on historical loss experience. During the current year there were no material external factors which required this to be reviewed or adjusted.

Liquidity risk

To maintain liquidity and ensure that sufficient funds are available for ongoing operations and future developments, the Company relies on the availability of continuing financial support from the Group alongside its own cash resources. The bank overdraft was refinanced during 2025 placing the Company in a cash positive position.

Commodity prices

Since the onset of the Russia-Ukraine conflict in February 2022 and continued unrest across the Middle East, including the Iran conflict, the Company has experienced ongoing volatility in commodity and energy prices, which has continued to place pressure on operating margins. Elevated energy costs have directly impacted the cost of production, while supply chain disruptions have affected the availability and pricing of key materials.

Inflationary pressures remain persistent, particularly in relation to labour costs, with rising wage expectations across the industry creating additional cost challenges along side government sanctioned increases in minimum wage and national insurance contributions.

In parallel, the Company has encountered increasing regulatory complexity associated with the importation of goods from China. Enhanced validation procedures mandated by Chinese authorities have introduced delays in the ordering and delivery of certain component parts, thereby affecting lead times and operational planning.

The Company continues to actively manage these challenges through strategic procurement, supplier diversification, and cost control measures, while maintaining its commitment to service quality and delivery performance.

GOING CONCERN

Following a period of challenging trading conditions within the oil and gas industry, the Company recorded a pre-tax profit of £0.7 million for the year ended 31 December 2025 (2024: loss of £0.3 million). Following a restructure and a strong trading performance, the Company reported net assets of £4.9 million at year end (2024: £0.3 million). Current assets increased to the year ended 31 December 2025 to £3.5m compared to a current liability position at 31 December 2024 of (£1.7m).

During 2025, the Company completed a refinancing arrangement, resulting in the full repayment of the bank overdraft. As at the date of signing these financial statements, the Company holds cash reserves of £2.1 million.

The Directors have assessed the Company's financial position and future prospects, including forecast cash flows and available financing facilities, for a period of at least twelve months from the date of approval of the financial statements. The Company has modelled two downside scenarios using assumptions which include 10% lower revenue and a 5% increase in input costs. The revenue and operational impact of such movements would negatively impact EBITDA and cashflow. The Company would look to mitigate any downside by managing near term costs to protect cash reserves. Under both the operating case and each downside scenario, the Company is expected to continue to have sufficient headroom relative to the funding available to it.

Based on this assessment, the Directors are satisfied that the Company has adequate resources to continue to operate in the ordinary course of the business for at least twelve months from the date of signing the financial statements therefore, the Company's Directors have concluded that it is appropriate for the financial statements to continue to be prepared under the going concern basis of accounting. Further details regarding the adoption of going concern basis can he found in the note 2 of the financial statements.

POST BALANCE SHEET EVENTS

No post balance sheet events to note.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The ultimate parent company (Camellia Plc) undertook a process for re-tendering the Group audit during 2025 in order to be prepared to transition in time for the 2026 audit. After reviewing the proposals and meeting with the teams, the board of directors of Camellia Plc decided and approved BDO as the Group auditor from the 2026 audit onwards. Accordingly, Deloitte LLP will resign as auditors of the company once the year end 31 December 2025 audit has been concluded, and will not be seeking reappointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

David J Scalley - Director

14 August 2026

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each 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, comprising FRS 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; and

- 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of AJT Engineering Limited (the 'company'):

- 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, including Financial Reporting Standard 101 "Reduced Disclosure Framework"; and

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

We have audited the financial statements which comprise:

- the statement of comprehensive income;

- the balance sheet;

- the statement of changes in equity;

- the related notes 1 to 21.

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) .

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (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 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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.

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 financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect 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 nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, pension legislation and tax legislation; and

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included relevant Health and Safety regulations.

We discussed among the audit engagement team including relevant internal specialists such as tax regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:

Revenue recognition - Revenue for services is recognised based upon the stage of completion of specific contracts when performance obligations are achieved. Due to the potential for manipulation to meet targets or inflate earnings, premature revenue recognition and relevant manual journal entries were identified as significant fraud risks. In order to address this, the following procedures were performed:

- we assessed sales orders to determine the correct point of revenue recognition;

- we performed detailed revenue cut-off testing by agreeing selected transactions around the year end to the relevant terms of business and supporting documentation, including dispatch or delivery evidence where applicable, to assess whether revenue was recognised in the correct period and in line with the stage of completion of the related performance obligations.

- We examined material journal entries that were posted to revenue accounts and obtained supporting evidence to test the appropriateness of revenue recognition.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance

Report on other legal and regulatory requirements

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 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 any material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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.

Makhan Chahal, FCA (Senior Statutory Auditor)

for and on behalf of Deloitte LLP

Statutory Auditor

London

United Kingdom

14 August 2026

TURNOVER

3

21,486,900

19,530,120

Cost of sales

(12,759,276

)

(14,165,369

)

GROSS PROFIT

8,727,624

5,364,751

Administrative expenses

(7,699,787

)

(5,504,989

)

OPERATING PROFIT/(LOSS)

1,027,837

(140,238

)

Gain/loss on disposal of fixed assets

5

8,790

314,690

1,036,627

174,452

Interest receivable and similar income

5,594

-

1,042,221

174,452

Interest payable and similar expenses

6

(351,551

)

(499,285

)

PROFIT/(LOSS) BEFORE TAXATION

7

690,670

(324,833

)

Tax on profit/(loss)

8

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

690,670

(324,833

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

690,670

(324,833

)

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

6,071,887

5,700,142

Investments

11

-

884,650

6,071,887

6,584,792

CURRENT ASSETS

Stocks

12

192,498

217,758

Debtors

13

4,861,445

4,418,562

Cash at bank

14

2,704,014

1,268,528

7,757,957

5,904,848

CREDITORS

Amounts falling due within one year

15

(4,284,110

)

(7,580,069

)

NET CURRENT ASSETS/(LIABILITIES)

3,473,847

(1,675,221

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,545,734

4,909,571

CREDITORS

Amounts falling due after more than one year

16

(4,600,297

)

(4,604,804

)

NET ASSETS

4,945,437

304,767

CAPITAL AND RESERVES

Called up share capital

19

11,450,000

7,500,000

Retained earnings

(6,504,563

)

(7,195,233

)

SHAREHOLDERS' FUNDS

4,945,437

304,767

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:

David J Scalley - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

7,500,000

(6,870,400

)

629,600

Changes in equity

Total comprehensive income

-

(324,833

)

(324,833

)

Balance at 31 December 2024

7,500,000

(7,195,233

)

304,767

Changes in equity

Issue of share capital

3,950,000

-

3,950,000

Total comprehensive income

-

690,670

690,670

Balance at 31 December 2025

11,450,000

(6,504,563

)

4,945,437

1.	STATUTORY INFORMATION

AJT Engineering Limited is a private company limited by shares and registered in Scotland, United Kingdom under Companies Act 2006. The company's registered address is at Craigshaw Crescent, West Tullos Industrial Estate, Aberdeen, AB12 3TB. The Company offers general engineering, inspection and repair for the oil and gas industry as well as remote site services, refurbishment of plant and fabrication of equipment for the hydro sector.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the company operates. The Company is a 100% subsidiary of Camellia Plc and its results are consolidated into the group financial statements. The company is exempt from consolidation under section 400 of the Companies Act 2006. The group accounts of Camellia Plc are available to the public and can be obtained as set out in note 21.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to:

- the requirements of paragraphs 10(d), 10(f) and 134-136 of IAS 1 Presentation of Financial Statements;

- the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

- the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:

- paragraph 73(e) of IAS 16 Property, Plant and Equipment;

- paragraph l 18(e) of IAS 38 lntangible Assets;

- the requirements of IAS 7 Statement of Cash Flows;

- the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors in relation to standards not yet effective;

- the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures;

- 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), l30(f)(iii), 134(d)-134(f) and l35(c)-135(e) of IAS 36 Impairment of Assets;

- the requirement of the second sentence of paragraph 110 and paragraphs I 13(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

- the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

- the requirements of paragraph 58 of IFRS 16 Leases, provided that the disclosure of details of indebtedness required by paragraph 61(1) of Schedule l to the Regulations is presented separately for lease liabilities and other liabilities, and in total; and

- the requirements of IFRS 7 Financial Instruments: Disclosures.

The material accounting policies applied in the preparation of these financial statements are set out below. It allows for an understanding as to how material transactions, other events and conditions are reported. It also describes: (a) judgements, apart from those involving estimations, that management makes in applying the policies that have the most significant effect on the amounts recognised in the financial statements; and (b) estimations, including assumptions about the future, that management makes in applying the policies. The sources of estimation uncertainty that have a significant risk of a material adjustment to the carrying amounts of assets and liabilities within the next financial year are specifically identified as a significant estimate. These policies have been consistently applied to all years presented, unless otherwise stated.

Where relevant, equivalent disclosures have been given in the group accounts of Camellia Plc.

Change in presentation

During the year ended 31 December 2025, the Company revised the presentation of its statutory financial statements to align the balance sheet and statement of comprehensive income with the formats prescribed by the Companies Act 2006. In prior years, the Company presented its primary financial statements using formats consistent with adapted IAS 1 Presentation of Financial Statements. In the current year, to support business growth, the directors have concluded that presentation under the Companies Act formats is more appropriate for statutory reporting purposes. This change relates solely to the presentation and classification of items within the primary financial statements. There has been no change to the recognition, measurement or valuation of assets, liabilities, income or expenses.

Comparative information has been re-presented to conform with the current year presentation.

The directors believe that the revised presentation provides users with information that is consistent with the requirements of UK company law while maintaining comparability with previously reported financial information. Details on changes in comparatives have been explained in effected notes to the financial statements.

Going concern

Following a period of challenging trading conditions within the oil and gas industry, the Company recorded a pre-tax profit of £0.7 million for the year ended 31 December 2025 (2023: loss of £0.3 million). Following a restructure and a strong trading performance, the Company reported net assets of £4.9 million at year end (2024: £0.3 million). Current assets increased to the year ended 31 December 2025 to £3.5m compared to a current liability position at 31 December 2024 of (£1.7m).

During 2025, the Company completed a refinancing arrangement, resulting in the full repayment of the bank overdraft. As at the date of signing these financial statements, the Company holds cash reserves of £2.1 million.

The Directors have assessed the Company's financial position and future prospects, including forecast cash flows and available financing facilities, for a period of at least twelve months from the date of approval of the financial statements. The Company has modelled two downside scenarios using assumptions which include 10% lower revenue and a 5% increase in input costs. The revenue and operational impact of such movements would negatively impact EBITDA and cashflow. The Company would look to mitigate any downside by managing near term costs to protect cash reserves. Under both the operating case and each downside scenario, the Company is expected to continue to have sufficient headroom relative to the funding available to it.

Based on this assessment, the Directors are satisfied that the Company has adequate resources to continue to operate in the ordinary course of the business for at least twelve months from the date of signing the financial statements therefore, the Company's Directors have concluded that it is appropriate for the financial statements to continue to be prepared under the going concern basis of accounting.

Material accounting policies: use of judgements, estimates and assumptions

In the view of the Directors, no critical judgements have been made in the process of applying the Company's accounting policies which have a significant effect on the amounts recognised in the financial statements.

Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting will, by definition, seldom equal the actual results. There are no estimates or assumptions that are deemed to have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

The Company does not rely on any other critical judgements, nor sources of estimation uncertainty.

Adoption of new and revised standards

From 1 January 2025 the Company has adopted the following applicable new and amended IFRSs and IFRIC interpretations:

- Amendments to IAS 21, "The effects of changes in Foreign Exchange Rates (amendments) - lack of exchangeability"

The amendments listed above did not have any impact in prior or current period and not expected to in future periods.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable in the course of the provision of engineering services. Revenue for services is recognised, net of value added tax, based upon the stage of completion of specific contracts when performance obligations are achieved. The associated cost is recognised within cost of sales. Amounts receivable from or payable to customers are reported in trade receivables and trade payables respectively. If the invoice value of cumulative work done to date exceeds progress payments received, the difference is recognised as an asset in amounts due from customers for contract work. If progress payments exceed work done to date, the difference is recognised as a liability in amounts due to customers for contract work. Provisions or write downs are recognised immediately for anticipated losses on specific contracts.

Invoices for repair and new manufacturing services are raised on satisfaction of the performance obligation for each identifiable aspect of the project as agreed with the customer.

Government grants

Government grants are recognised when there is a reasonable assurance that the conditions associated with the grants have been complied with and the grants will be received.

Government grants are recognised in the Income Statement within other operating income to match with the related costs for which they are intended to compensate.

Foreign currency translation

Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

Intangible assets

Intangible assets comprise acquired computer software licenses which are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. Computer software licenses are held at cost and are amortised on a straight-line basis over 4 to 10 years.

Costs associated with developing or maintaining computer software programs are recognised as an expense as incurred. Costs that are directly associated with identifiable and unique software products controlled by the Company and which are expected to generate economic benefits exceeding costs beyond one year, are recognised as an intangible asset and amortised over their estimated useful lives.

Property, plant and fixtures & fittings

Land and buildings comprise mainly factories and offices. All property, plant and equipment are shown at cost less subsequent depreciation and impairment, except for land, which is shown at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition of these assets.

Subsequent costs are included in the asset's carrying amount, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance are charged to the income statements during the financial period in which they are incurred.

No depreciation is provided on freehold land. Depreciation of other fixed assets is calculated to write off their cost less residual value on a straight-line basis over their expected useful lives. The periods of depreciation used for the other assets are as follows:

Freehold land and buildings

4-50 years

Leasehold land and buildings

4-50 years

Plant and machinery (including motor vehicles)

4-15 years

Fixtures and Fittings

4 years

Right of use assets

Lower of useful life and lease

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the assets and is included in the statement of comprehensive income.

Inventories

Raw materials and finished goods are stated at the lower of cost and net realisable value. Cost comprises materials, which are valued on a FIFO basis, and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value is the price at which inventories can be sold in the normal course of business after allowing for the cost of realisation. Where necessary, provision is made for obsolete, slow moving and defective inventories.

The provision to reduce inventory values to their net realisable value is calculated on an individual line by line basis.

Right-of-use assets

The company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less ally accumulated depreciation and impairment losses and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the company is reasonably certain to obtain ownership of the leased asset al the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the Statement of comprehensive income.

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Amortised cost and effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Impairment of financial assets

The Company recognises lifetime expected credit losses (ECL) for trade debtors and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company's historical credit loss experience.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience.

In particular, the following information is taken into account when assessing whether credit risk has increa significantly since initial recognition:

- an actual or expected significant deterioration in the financial instrument's external (if available) or internal credit rating;

- existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor's ability to meet its debt obligations;

- an actual or expected significant deterioration in the operating results of the debtor;

Irrespective of the outcome of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise.

Despite the foregoing, the Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:

1. the financial instrument has a low risk of default;

2. the debtor has a strong capacity to meet its contractual cash flow obligations in the near term; and

3. adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.

Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

- when there is a breach of financial covenants by the debtor; or

- information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).

Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

1. significant financial difficulty of the issuer or the borrower;

2. a breach of contract, such as a default or past due event (see (ii) above);

3. the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;

4. it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

5. the disappearance of an active market for that financial asset because of financial difficulties.

Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade debtors, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Company's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.

The Company recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account and does not reduce the carrying amount of the financial asset in the balance sheet.

Derecognition of financial assets

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Creditors are presented as amounts falling due within one year unless payment is not due within 12 months after the reporting period.

Taxation

The tax expense represents the sum of tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of asset and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than in a business combination, that at the time of the transaction effects neither accounting nor taxable profit or loss.

Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related tax asset is realised or the tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary differences is controlled by the company and it is probable that the temporary differences will not reverse in the foreseeable future.

Employee benefits - pension obligations

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Prior to November 2016, the Company participated in a group defined benefit scheme which is the legal responsibility of Linton Park Services Ltd, an intermediate parent company. There is no contractual agreement or stated policy for charging the net defined benefit cost in accordance with IAS 19, the Company recognises a cost equal to its contribution payable for the period, which is presented within administrative expenses in the Statement of comprehensive income.

Called up share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

3.

TURNOVER

The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.12.25

31.12.24

£

£

United Kingdom

21,261,443

19,157,345

Europe

86,402

348,350

Rest of the world

139,055

24,425

21,486,900

19,530,120

4.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

6,547,181

5,836,550

Social security costs

795,484

644,664

Other pension costs

365,954

336,832

7,708,619

6,818,046

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

31.12.25

31.12.24

Management and administration

41

39

Engineering and production

82

74

Sales and distribution

1

1

124

114

31.12.25

31.12.24

£

£

Directors' remuneration

297,601

219,449

Directors' pension contributions to money purchase schemes

12,816

14,542

Information regarding the highest paid director is as follows:

31.12.25

31.12.24

£

£

Emoluments etc

157,473

135,943

Pension contributions to money purchase schemes

8,081

7,688