Company registration number 11104658 (England and Wales)
EODEX UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
EODEX UK LTD
CONTENTS
Page
Group balance sheet
1
Company balance sheet
2
Notes to the financial statements
3 - 10
EODEX UK LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Tangible assets
3
3,100,116
141,604
Current assets
Debtors
6
3,944,229
5,102,055
Cash at bank and in hand
334,770
2,499,506
4,278,999
7,601,561
Creditors: amounts falling due within one year
7
(2,358,623)
(4,256,788)
Net current assets
1,920,376
3,344,773
Total assets less current liabilities
5,020,492
3,486,377
Creditors: amounts falling due after more than one year
8
(1,834,875)
-
Provisions for liabilities
-
(302,929)
Net assets
3,185,617
3,183,448
Capital and reserves
Called up share capital
10
100
100
Other reserves
11
(105,599)
(26,477)
Profit and loss reserves
3,303,957
3,209,825
Equity attributable to owners of the parent company
3,198,458
3,183,448
Non-controlling interests
(12,841)
-
0
3,185,617
3,183,448

The director of the group have elected not to include a copy of the profit and loss account within the financial statements.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 30 September 2026
Mr S Morgan
Director
Company registration number 11104658 (England and Wales)
EODEX UK LTD
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
3
25,453
141,604
Investments
4
1,261,102
1,101
1,286,555
142,705
Current assets
Debtors
6
1,353,033
2,398,218
Cash at bank and in hand
14,090
423,831
1,367,123
2,822,049
Creditors: amounts falling due within one year
7
(169,791)
(508,114)
Net current assets
1,197,332
2,313,935
Net assets
2,483,887
2,456,640
Capital and reserves
Called up share capital
10
100
100
Profit and loss reserves
2,483,787
2,456,540
Total equity
2,483,887
2,456,640

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £27,247 (2024 - £1,759,361 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 30 September 2026
Mr S Morgan
Director
Company registration number 11104658 (England and Wales)
EODEX UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Eodex UK Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Amelia House, Crescent Road, Worthing, West Sussex, BN11 1RL.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Eodex UK Ltd together with all entities controlled by the parent company (its subsidiaries). Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases. All financial statements are made up to 31 December 2025. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

 

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination.

On consolidation, the results of the overseas operations are translated into sterling at rates approximating to those ruling when the transaction took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the company’s principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

EODEX UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
20% per annum on a straight line basis
Office equipment
20% per annum on a straight line basis
Computer equipment
33% per annum on a straight line basis
Motor vehicles
25% per annum on a straight line basis
Assets under construction
Not depreciated

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

1.10
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.11
Taxation

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

EODEX UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Current tax

The tax currently payable is based on taxable profit for the year.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

1.12
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Total
11
11
1
1
EODEX UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
3
Tangible fixed assets
Group
Development costs
Plant and machinery
Office equipment
Computer equipment
Motor vehicles
Assets under construction
Total
£
£
£
£
£
£
£
Cost
At 1 January 2025
-
0
72,435
11,458
34,815
511,527
-
0
630,235
Additions
72,126
28,248
-
0
10,600
2,693,746
282,400
3,087,120
Disposals
-
0
-
0
-
0
-
0
(308,930)
-
0
(308,930)
At 31 December 2025
72,126
100,683
11,458
45,415
2,896,343
282,400
3,408,425
Depreciation and impairment
At 1 January 2025
-
0
62,228
5,878
22,936
397,589
-
0
488,631
Depreciation charged in the year
-
0
10,609
1,155
9,288
42,031
-
0
63,083
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(243,405)
-
0
(243,405)
At 31 December 2025
-
0
72,837
7,033
32,224
196,215
-
0
308,309
Carrying amount
At 31 December 2025
72,126
27,846
4,425
13,191
2,700,128
282,400
3,100,116
At 31 December 2024
-
0
10,207
5,580
11,879
113,938
-
0
141,604
EODEX UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
Company
Plant and machinery
Office equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
72,435
5,773
32,844
499,943
610,995
Additions
-
0
-
0
10,600
-
0
10,600
Disposals
-
0
-
0
-
0
(308,930)
(308,930)
At 31 December 2025
72,435
5,773
43,444
191,013
312,665
Depreciation and impairment
At 1 January 2025
62,228
193
20,965
386,005
469,391
Depreciation charged in the year
9,002
1,155
9,288
41,781
61,226
Eliminated in respect of disposals
-
0
-
0
-
0
(243,405)
(243,405)
At 31 December 2025
71,230
1,348
30,253
184,381
287,212
Carrying amount
At 31 December 2025
1,205
4,425
13,191
6,632
25,453
At 31 December 2024
10,207
5,580
11,879
113,938
141,604
4
Fixed asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Shares in group undertakings and participating interests
-
-
1,261,102
1,101
-
0
-
0
1,261,102
1,101
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
1,101
Additions
1,260,001
At 31 December 2025
1,261,102
Carrying amount
At 31 December 2025
1,261,102
At 31 December 2024
1,101
EODEX UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Eodex UK - Subsea Limited
Amelia House, Crescent Road, Worthing, United Kingdom, BN11 1RL
Ordinary
100.00
-
Eodex UK - Management Limited
Amelia House, Crescent Road, Worthing, United Kingdom, BN11 1RL
Ordinary
100.00
-
Eodex UK - Defence Limited
Amelia House, Crescent Road, Worthing, United Kingdom, BN11 1RL
Ordinary
100.00
-
Eodex Caledonian Limited
Unit G8 Aberdeen Energy Park, Bridge of Don, Aberdeen, Scotland, AB23 8GX
Ordinary
100.00
-
Eodex US Inc
427 Stone Church Rd, Tiverton, RI 02878, United States
Ordinary
100.00
-
Eodex US Management LLC
427 Stone Church Rd, Tiverton, RI 02878, United States
Ordinary
0
100.00
Orca Yacht LLP
Amelia House, Crescent Road, Worthing, United Kingdom, BN11 1RL
Ordinary
100.00
-
6
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
447,331
2,233,135
-
0
-
0
Corporation tax recoverable
1,520
-
0
-
0
-
0
Amounts owed by group
-
0
-
0
69,693
94,142
Other debtors
3,495,378
2,868,920
1,283,340
2,304,076
3,944,229
5,102,055
1,353,033
2,398,218
7
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
1,009,532
1,496,820
10,627
-
0
Amounts owed to group undertakings
-
0
-
0
126,870
457,252
Corporation tax payable
97,659
142,758
-
0
-
0
Other taxation and social security
182,670
29,433
-
0
-
0
Other creditors
1,068,762
2,587,777
32,294
50,862
2,358,623
4,256,788
169,791
508,114
EODEX UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
8
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Other creditors
1,834,875
-
0
-
0
-
0
9
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
1,834,875
-
-
-
Payable after one year
1,834,875
-
0
-
0
-
0

The long-term loans are secured by fixed charges over the assets in which they relate. No capital repayments were due for twenty four months from the commencement of the loan and interest is charged at 3.45% per annum.

10
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
11
Currency translation reserve

Other reserves represents cumulative differences arising on the annual translation of the subsidiaries registered in the USA from Dollars to Sterling. These amounts relate to the group only and are non-distributable.

 

12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Alex Chidwick FCCA
Statutory Auditor:
Sumer Audit
Date of audit report:
30 September 2026
Sumer Audit is the trading name of Sumer Auditco Limited
EODEX UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
13
Events after the reporting date

On 8 January 2026 the company became a 100% subsidiary of Eodex Holdings Limited. On the same date, Eodex UK - Subsea Ltd and Eodex UK - Management Ltd became 100% subsidiaries of Eodex Group Limited.

 

Dividends have been declared since the year end totalling £116,000.

14
Related party transactions

Connected companies

 

Group:

 

The following companies are connected companies though common control:

 

Included in other debtors is an amount of £1,089,335 (2024 - £2,289,228) owed by connected companies.

 

Included in other creditors is an amount of £861,263 (2024 - £47,981) owed to connected companies.

 

During the year sales of £3,615 (2024 - £2,524,930) were made to these companies and purchases of £743,695 (2024 - £102,637) were made from these companies.

 

Company:

 

The following companies are connected companies though common control:

 

Included in other debtors is an amount of £1,082,789 (2024 - £2,277,067) owed by connected companies.

 

Included in other creditors is an amount of £24,488 (2024 - £24,236) owed to connected companies.

 

During the year sales of £1,215 (2024 - £2,500,000) were made to these companies and purchases of £1,130,745 (2024 - £102,637) were made from these companies.

15
Directors' transactions

Included within group other debtors is a directors loan balance owed to the director which totals £37,733 (2024 - £27,755 owed to the director in other creditors). No interest is charged on these balances.

 

Included within company other debtors is a directors loan balance owed to the director which totals £115,384 (2024 - £27,755 owed to the director in other creditors). No interest is charged on these balances.

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