Company registration number:
Deepwater EU Ltd
for the Year Ended 31 December 2025
Deepwater EU Ltd
Contents
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Company Information |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance sheet |
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Notes to the Financial Statements |
Deepwater EU Ltd
Company Information
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Directors |
G S Camm T Britton D E Stamp |
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Registered office |
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Auditors |
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Deepwater EU Ltd
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.
Directors of the company
The directors who held office during the year were as follows:
Principal activity
Deepwater EU Ltd provides corrosion management services, including inspection services along with the engineering and design of cathodic protection systems and other anti-corrosion products mainly to the offshore energy industry.
Going concern
The continual political unrest caused by the current conflicts in Ukraine and Middle East continues to create short-to medium-term uncertainties to businesses worldwide. This creates a risk that current and prospective clients may delay the timing of their investment programs which, in turn, might adversely impact the company's operations across that time horizon. Risk may also still exist in the company's ability to execute certain projects, depending on their nature and location.
In response, during the past twelve months the company has continued to undertake appropriate actions to optimize its trading performance and to protect its margins, profitability, and cash flow. The business has grown considerably in the last 12 months. It has sought to retain its key capabilities and skills so that it may take advantage of, and capitalize on opportunities and expand our product base offerings with customer demand continuing to escalate in 2025 and through to 2026. With a number of projects already secured for 2026, the directors are confident that the company is well positioned to continue its growth and development in the foreseeable future.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
The auditor, Albert Goodman LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Directors' liabilities
The directors benefited from qualifying third-party indemnity provisions which were in place during the financial year and at the date of this report. This took the form of Directors and Officers liability insurance.
Deepwater EU Ltd
Directors' Report for the Year Ended 31 December 2025
Approved by the Board on
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Deepwater EU Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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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.
Deepwater EU Ltd
Independent Auditor's Report to the Members of Deepwater EU Ltd
Qualified opinion
We have audited the financial statements of Deepwater EU Ltd (the 'company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Balance sheet, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 Section 1A 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for qualified 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 responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 were 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.
Deepwater EU Ltd
Independent Auditor's Report to the Members of Deepwater EU Ltd
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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. However, as described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the stock quantities held at 31 December 2024. We have concluded that, where the other information refers to the stock balance or related balances such as cost of sales, it may be materially misstated for the same reason.
Opinion on other matter prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:
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the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Directors' Report has been prepared in accordance with applicable legal requirements. |
Except for the matter described in the basis for qualified opinion section of our report, in the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit; or |
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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.
Deepwater EU Ltd
Independent Auditor's Report to the Members of Deepwater EU Ltd
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.
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:
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
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the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
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we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and health and safety legislation; |
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we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we:
Deepwater EU Ltd
Independent Auditor's Report to the Members of Deepwater EU Ltd
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
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investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
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agreeing financial statement disclosures to underlying supporting documentation; |
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reading the minutes of meetings of those charged with governance; |
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enquiring of management as to actual and potential litigation and claims; and |
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reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
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.
For and on behalf of
5th Floor
25 King Street
BS1 4PB
Deepwater EU Ltd
Profit and Loss Account
for the Year Ended 31 December 2025
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2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating profit/(loss) |
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( |
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Interest receivable and similar income |
- |
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Interest payable and similar charges |
( |
( |
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Profit/(loss) before tax |
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( |
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Taxation |
( |
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Profit/(loss) for the financial year |
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( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Deepwater EU Ltd
(Registration number: 03757813)
Balance sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Stock |
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Debtors |
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Cash at bank and in hand |
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- |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
- |
( |
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Provisions for liabilities |
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Deferred tax liabilities |
(3) |
- |
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Net assets |
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Capital and reserves |
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Called up share capital |
- |
- |
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Profit and loss account |
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Total equity |
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These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved and authorised by the
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Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in UK.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime). The company has early adopted the amendments arising from the Periodic Review 2024, including the revised Section 20 'Leases' and Section 23 'Revenue from Contracts with Customers'. These are the individual financial statements of the company.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
These financial statements are presented in Sterling (£), rounded to the nearest £1,000.
Turnover recognition
Turnover represents amounts receivable for goods and services in the normal course of business, net of trade discounts and VAT. Under the revised Section 23, turnover is measured at the transaction price and recognised when (or as) the company satisfies a performance obligation by transferring control of a promised good or service to the customer, applying the five-step model (identifying the contract and the performance obligations, determining and allocating the transaction price, and recognising turnover as each obligation is satisfied). Services and customer-specific goods are recognised over time by reference to the stage of completion (cost-input basis); other goods are recognised at the point of despatch.
Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
Foreign currency transactions and balances
At each period end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when the fair value was determined.
Foreign exchanges gains and losses resulting from the settlement of transactions and from the translation at the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Tax
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except:
• The recognition of deferred tax assets is limited to the extent that it is probable they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them, and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
Tangible assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is charged as an administrative expense in the profit and loss account.
Tangible assets are reviewed for indicators of impairment at each reporting date. Where such indicators exist, the carrying amount of the asset is assessed and written down to its recoverable amount, with any impairment loss recognised in the profit and loss account.
Depreciation is provided on the following basis:
Furniture, fittings and equipment - 2-7 years
Leasehold improvements - 10 years
Right-of-use assets - over the shorter of the lease term and the asset's useful life
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 the profit and loss account.
Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Amortisation is charged as an administrative expense in the profit and loss account.
Intangible assets are reviewed for indicators of impairment at each reporting date. Where such indicators exist, the carrying amount of the asset is assessed and written down to its recoverable amount, with any impairment loss recognised in the profit and loss account.
The estimated useful lives range as follows:
Computer software - 2-3 years
Cash and cash equivalents
Cash is represented by cash in hand with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
The company always recognises lifetime expected credit loss (ECL) for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the number of days they are overdue, the company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Stock
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Trade creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Provisions
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are charged as an expense to profit or loss.
Leases
Under the revised Section 20, the company recognises a right-of-use asset and a lease liability at the commencement of each lease, other than short-term and low-value leases (charged to profit or loss on a straight-line basis). The right-of-use asset is measured at cost less accumulated depreciation and any impairment and depreciated over the shorter of the lease term and the asset's useful life. The lease liability is measured at the present value of the lease payments, discounted using the company's incremental borrowing rate where the interest rate implicit in the lease is not readily determinable; it is subsequently increased for interest and reduced for lease payments made, and remeasured on any lease modification or change in the lease term.
Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
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Staff numbers |
The average number of persons employed by the company (including directors) during the year was
Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
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Intangible assets |
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Other intangible assets |
Total |
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Cost or valuation |
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At 1 January 2025 |
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At 31 December 2025 |
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Amortisation |
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At 1 January 2025 |
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Amortisation charge |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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Tangible assets |
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Land and buildings |
Furniture, fittings and equipment |
Right-of-use assets |
Total |
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Cost or valuation |
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At 1 January 2025 |
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Additions |
- |
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- |
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At 31 December 2025 |
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Depreciation |
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At 1 January 2025 |
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Charge for the year |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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- |
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Stock |
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2025 |
2024 |
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Finished goods and goods for resale |
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Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
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Debtors |
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Current |
2025 |
2024 |
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Trade debtors |
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Prepayments |
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Other debtors |
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Amounts owed by group undertakings |
912 |
870 |
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Creditors |
Creditors: amounts falling due within one year
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Note |
2025 |
2024 |
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Due within one year |
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Lease liabilities |
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Trade creditors |
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Taxation and social security |
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Accruals and deferred income |
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Other creditors |
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Amounts owed to group undertakings |
- |
16 |
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Creditors: amounts falling due after more than one year
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Note |
2025 |
2024 |
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Due after one year |
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Lease liabilities |
- |
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Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
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Loans and borrowings |
Current loans and borrowings
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2025 |
2024 |
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Lease liabilities |
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Non-current loans and borrowings
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2025 |
2024 |
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Lease liabilities |
- |
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Share capital |
Allotted, called up and fully paid shares
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2025 |
2024 |
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No. |
£ |
No. |
£ |
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125 |
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125 |
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Related party transactions |
Under Section 1A, as amended by the Periodic Review 2024, related party transactions are disclosed in accordance with paragraph 33.9 of FRS 102, other than transactions with wholly-owned members of the group, which are exempt under paragraph 33.1A. Following the change of ownership in January 2025, Acteon Group Limited and its subsidiaries ceased to be related parties of the company. The company's transactions with fellow group undertakings during the year, including management charges and intra-group funding, were with wholly-owned members of the group and are therefore not disclosed under that exemption. There were no other related party transactions requiring disclosure.
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Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The parent of the largest group in which these financial statements are consolidated is
Deepwater EU Ltd
Notes to the Financial Statements
for the Year Ended 31 December 2025
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Non adjusting events after the financial period |
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Transition to FRS 102 |
Balance sheet at 1 January 2024
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As originally reported |
Re- |
Re- |
As restated |
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Total equity |
1,868 |
- |
- |
1,868 |
Balance sheet at 31 December 2024
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As originally reported |
Re- |
Re- |
As restated |
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Total equity |
1,801 |
- |
- |
1,801 |
Profit and Loss Account for the year ended 31 December 2024
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As originally reported |
Re- |
Re- |
As restated |
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Loss for the financial year |
(67) |
- |
- |
(67) |