Enerquip Holdings Limited

	Page
Company Information	1
Strategic Report	2
Directors' Report	3—4
Independent Auditor's Report	5—8
Consolidated Profit and Loss Account	9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11
Company Balance Sheet	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15
Notes to the Consolidated Statement of Cash Flows	16
Notes to the Financial Statements	17—26

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Strategic Report

For The Year Ended 31 December 2025

Strategic Report

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

Review of the Business

In the year ended 31 December 2025 the group achieved a turnover of £21.5m (2024: £21.8m) and a profit before tax of

£2.4m (2024: £3.9m). Net assets at the balance sheet date were £12.3m (2024: £10.1M). The movement was in line with the expectations of the directors.

Principal Risks and Uncertainties

The company face a variety of risks and uncertainties, both foreseeable and unforeseeable. The board consider the main

risks to be:

Unpredictability of the oil and gas market

The demand for our products is influenced by both the condition of the oil and gas market, and the oil price. The

significant volatility we have seen in recent years is likely to continue with the transition to green energy amid growing

worldwide concern about climate change. Low oil and gas prices impact the expenditure plans of our key clients and

therefore the demand for our services which could limit our profitability and growth. The company manages its risk by

constantly monitoring the status of the oil and gas market and have put in place a strategy to diversify both its client

base, ensuring that it services national oil companies, international oil companies and independent clients including other

service companies, and the geographical basins in which we operate.

Political risks

Recent global economic conditions have had a significant impact on countries whose economies are exposed to the

downturn in commodity pricing, placing greater pressure on governments to find alternative means of raising revenue

and increasing the risk of social and labour unrest. The company manages this risk by regularly reviewing current and

future operations and new opportunities in locations where political risk is considered to be a key factor in the

commercial success of the operations. This is notable for actual and potential operations in the Middle East.

Product development risks

Our success depends, in part, on the continued successful development of our products and the acceptance of those

products by our clients. To manage this risk we maintain an active dialogue with all of our customers to understand their

business requirements and employ rigorous product development control processes to ensure that our products meet the

needs of our clients.

Financial and treasury risks

The company undertakes transactions in multiple currencies and manages working capital positions across a number of

different markets and geographical areas. The company actively monitors, evaluates and manages these currencies,

working capital and cash flow to ensure all financial commitments are met as they fall due.

KEY PERFORMANCE INDICATORS

The directors consider the key performance indicators of the business to be turnover (2025: £21.5m; 2024: £21.8m),

gross margin (2025: 31.3%; 2024: 35.9%) and EBITDA (2025: £2.7m; 2024: £3.9m).

On behalf of the board

A M Robins

Director

30th September 2026

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Enerquip Holdings Limited

Company No. SC690886

Directors' Report For The Year Ended 31 December 2025

Directors' Report

The directors present their report and the financial statements for the year ended 31 December 2025.

Principal Activity

The group's principal activity continues to be that of providing a head office function. The principal activity of the subsidiary companies is the manufacture, supply and maintenance of torque machinery.

Directors

The directors who held office during the year were as follows:

J P Duncan

A A Polson

A M Robins

S H Cowie

Statement of Directors' Responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

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Enerquip Holdings Limited

Directors' Report (continued)

For The Year Ended 31 December 2025

Independent Auditors

The auditors, AJB Scholes Ltd, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

A M Robins

Director

30th September 2026

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Independent Auditor's Report

to the Members of

Enerquip Holdings Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Enerquip Holdings Limited (the "parent company") and its subsidiaries (the "group") for the year ended 31 December 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit/(loss) for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

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

Conclusions Relating to Going Concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least 12 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.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Enerquip Holdings Limited

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records or returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the 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 group and parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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Independent Auditor's Report (continued)

to the Members of

Enerquip Holdings Limited

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.

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 identify and assess the

risks of material misstatement in the financial statements, whether due to fraud or error, and then design and perform

audit procedures responsive to those risks,including obtaining audit evidence that is sufficient and appropriate to provide

a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non

compliance with laws and regulations, we considered the following:

· the nature of the industry and sector, and control environment;

· results of our enquiries of management;

· any matters we identified having obtained and reviewed the company's documentation of their policies and

procedures relating to:

· identifying, evaluating and complying with laws and regulations and whether they were aware of

any instances of non-compliance;

· detecting and responding to the risks of fraud and whether they have knowledge of any actual,

suspected or alleged fraud;

· the internal controls established to mitigate risks of fraud or non-compliance with laws and

regulations.

· the matters discussed among the audit engagement team.

As a result of these procedures, we considered the opportunities and incentives that may exist within the

organisation for fraud and irregularities. Income recognition, purchases and stock were key areas of focus. In

common with all audits under ISA's (UK), we are also required to perform specific procedures to respond to the risk

of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing

on provisions of those laws and regulations that had a direct effect on the determination of material amounts and

disclosures in the financial statements, such as tax legislation and relevant companies acts.

In addition, we considered provisions of other laws and regulations that 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 include laws and regulations pertaining to employment regulations; and health and safety legislation.

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

· reviewing the financial statement disclosures and testing to supporting documentation to assess

compliance with provisions of relevant laws and regulations described as having a direct effect on the

financial statements;

· enquiring of management concerning actual potential litigation and claims;

· performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks

of material misstatement due to fraud;

· reading minutes of meetings of those charged with governance; and

· in addressing the risk of fraud through management override of controls, testing the appropriateness of

journal entries and other adjustments; assessing whether the judgements made in making accounting

estimates are indicative of a potential bias; and evaluating the business rationale of any significant

transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team

members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading

to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that

compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we

will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities ocurring

due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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Independent Auditor's Report (continued)

to the Members of

Enerquip Holdings Limited

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 that 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.

Ryan Allan (Senior Statutory Auditor)

for and on behalf of AJB Scholes Ltd , Statutory Auditor

1st October 2026

AJB Scholes Ltd

8 Albert Street

Kirkwall

Orkney

KW15 1HP

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Enerquip Holdings Limited

Consolidated Profit and Loss Account

For The Year Ended 31 December 2025

Consolidated Profit and Loss Account

		2025	2024
	Notes	£	£
TURNOVER	3	21,488,380	21,849,146
Cost of sales		(14,765,515 )	(14,015,298 )

GROSS PROFIT		6,722,865	7,833,848

Administrative expenses		(4,414,218 )	(4,117,714 )
Other operating income		71,526	108,354

OPERATING PROFIT	4	2,380,173	3,824,488
(Loss)/profit on disposal of fixed assets		(2,505 )	7,112
Profit on disposal of fixed asset investments		28,579	-
Other interest receivable and similar income	9	17,790	32,962
Interest payable and similar charges	10	(20,059 )	15,659

PROFIT BEFORE TAXATION		2,403,978	3,880,221
Tax on Profit	11	(215,614 )	(1,045,929 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		2,188,364	2,834,292

The notes on pages 16 to 26 form part of these financial statements.

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Enerquip Holdings Limited

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2025

Consolidated Statement of Comprehensive Income

	2025	2024
	£	£
PROFIT FOR THE FINANCIAL YEAR	2,188,364	2,834,292
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT	2,188,364	2,834,292

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Enerquip Holdings Limited

Consolidated Balance Sheet

As At 31 December 2025

Consolidated Balance Sheet

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	13		88,286		95,274
Tangible Assets	14		782,965		934,713

			871,251		1,029,987
CURRENT ASSETS
Stocks	16	2,231,897		2,047,892
Debtors	17	11,916,891		13,332,960
Cash at bank and in hand		4,103,882		1,963,634

		18,252,670		17,344,486
Creditors: Amounts Falling Due Within One Year	18	(6,727,614 )		(8,154,952 )

NET CURRENT ASSETS (LIABILITIES)			11,525,056		9,189,534

TOTAL ASSETS LESS CURRENT LIABILITIES			12,396,307		10,219,521

PROVISIONS FOR LIABILITIES
Deferred Taxation	19		(72,303 )		(83,881 )

NET ASSETS			12,324,004		10,135,640

CAPITAL AND RESERVES
Called up share capital	21		2,300,000		2,300,000
Profit and Loss Account			10,008,439		7,820,075

Equity attributable to owners of the parent			12,308,439		10,120,075
Non-controlling interest			15,565		15,565

TOTAL EQUITY			12,324,004		10,135,640

On behalf of the board

A M Robins

Director

30th September 2026

The notes on pages 16 to 26 form part of these financial statements.

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Enerquip Holdings Limited

Company Balance Sheet

As At 31 December 2025

Company Balance Sheet

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Investments	15		4,522,500		4,522,500

			4,522,500		4,522,500
CURRENT ASSETS
Debtors	17	637,590		637,590

		637,590		637,590
Creditors: Amounts Falling Due Within One Year	18	(2,860,090 )		(2,860,090 )

NET CURRENT ASSETS (LIABILITIES)			(2,222,500 )		(2,222,500 )

TOTAL ASSETS LESS CURRENT LIABILITIES			2,300,000		2,300,000

NET ASSETS			2,300,000		2,300,000

CAPITAL AND RESERVES
Called up share capital	21		2,300,000		2,300,000

SHAREHOLDERS' FUNDS			2,300,000		2,300,000

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £nil (2024: £1,000,000 profit).

On behalf of the board

..................................

A M Robins

Director

30th September 2026

The notes on pages 16 to 26 form part of these financial statements.

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Enerquip Holdings Limited

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2025

Consolidated Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total Attributable to Parent	Non-controlling interest	Total
	£	£	£	£	£
As at 1 January 2024	2,300,000	5,985,783	8,285,783	15,565	8,301,348
Profit for the year and total comprehensive income	-	2,834,292	2,834,292	-	2,834,292

Dividends paid	-	(1,000,000)	(1,000,000)	-	(1,000,000)

As at 31 December 2024 and 1 January 2025	2,300,000	7,820,075	10,120,075	15,565	10,135,640


Profit for the year and total comprehensive income	-	2,188,364	2,188,364	-	2,188,364

As at 31 December 2025	2,300,000	10,008,439	12,308,439	15,565	12,324,004

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Enerquip Holdings Limited

Company Statement of Changes in Equity

For The Year Ended 31 December 2025

Company Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2024	2,300,000	-	2,300,000
Profit for the year and total comprehensive income	-	1,000,000	1,000,000

Dividends paid	-	(1,000,000)	(1,000,000)

As at 31 December 2024 and 1 January 2025	2,300,000	-	2,300,000


As at 31 December 2025	2,300,000	-	2,300,000

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Enerquip Holdings Limited

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2025

Consolidated Statement of Cash Flows

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	2,995,152	2,178,553
Interest (paid)/refunded		(20,059 )	9,362
Tax paid		(761,513 )	(21,981 )

Net cash generated from operating activities		2,213,580	2,165,934

Cash flows from investing activities
Purchase of intangible assets		(58,900 )	(28,868 )
Proceeds from disposal of intangible assets		65,690	-
Purchase of tangible assets		(149,238 )	(607,859 )
Proceeds from disposal of tangible assets		22,809	24,062
Purchase of investment in subsidiary undertaking		-	(848 )
Purchase of other fixed asset investments		-	848
Proceeds from disposal of other fixed asset investments		28,579	-
Interest received		17,790	32,962

Net cash used in investing activities		(73,270 )	(579,703 )

Cash flows from financing activities
Equity dividends paid		-	(1,000,000 )
Repayment of bank borrowings		-	(28,333 )
Amount withdrawn by directors		(62)	(52)
Minority interest in Enerquip UAE		-	15,565
Rounding		-	(1)

Net cash used in financing activities		(62 )	(1,012,821 )



Increase in cash and cash equivalents		2,140,248	573,410
Cash and cash equivalents at beginning of year	2	1,963,634	1,390,224

Cash and cash equivalents at end of year	2	4,103,882	1,963,634

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Enerquip Holdings Limited

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 December 2025

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash generated from operations

	2025	2024
	£	£
Profit for the financial year	2,188,364	2,834,292
Adjustments for:
Tax on profit	215,614	1,045,929
Interest expense	20,059	(9,362 )
Interest income	(17,790 )	(32,962 )
Amortisation of intangible assets	198	5,789
Depreciation of tangible assets	275,672	202,772
Loss/(profit) on disposal of tangible assets	2,505	(7,112)
Profit on disposal of fixed asset investments	(28,579)	-
Movements in working capital:
Increase in stocks	(184,005 )	(274,511 )
Decrease/(increase) in trade and other debtors	1,416,132	(1,612,016 )
(Decrease)/increase in trade and other creditors	(893,018 )	25,734

Net cash generated from operations	2,995,152	2,178,553

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	£	£
Cash at bank and in hand	4,103,882	1,963,634

3. Analysis of changes in net funds

	As at 1 January 2025	Cash flows	As at 31 December 2025
	£	£	£
Cash at bank and in hand	1,963,634	2,140,248	4,103,882

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Enerquip Holdings Limited

Notes to the Financial Statements

For The Year Ended 31 December 2025

Notes to the Financial Statements

1. General Information

Enerquip Holdings Limited is a private company, limited by shares, incorporated in Scotland, registered number SC690886 . The registered office is 5 Carden Place, Aberdeen, AB10 1UT.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2025.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

2.4. Going Concern Disclosure

The directors having considered information about the future of the group are of the opinion that the group is a going concern. They are of the opinion that the group will continue to trade in the 12 months following the date of signing the financial statements.

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.5. Significant judgements and estimations

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the group's accounting policies, the directors are required to make judgements, estimates

and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other

sources. The estimates and associated assumptions are based on historical experience and other factors that are

considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimate is revised where the revision affects only that period, or in the

period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts

recognised in the financial statements.

In categorising leases as finance leases or operating leases, management make judgement as to whether

significant risks and rewards of ownership have transferred to the company as lessee.

In determining depreciation rates, management must consider and make judgements on the residual value of the

assets and their residual lives in order to set depreciation rates.

Useful Economic life of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives

and residual value of the assets. The useful economic lives and residual values are re-assessed annually. They are

amended when necessary to reflect current estimates, based on technological advancement, future investments,

economic utilisation and the physical condition of the assets.

Impairment of debtors

The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of

trade and other debtors, management considers factors including the current credit rating of the debtor, the

ageing profile of debtors and historical experience.

2.6. Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

2.7. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill, being the amount paid on the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of 10 years. This business has been sold in the year under review.

2.8. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets are initally measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of 5 years.

Computer software will be amortised evenly over its estimated useful life of 10 years once it is fully brought in to use.

2.9. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold	In accordance with the property
Plant & Machinery	20% on cost and straight line over 3 years
Motor Vehicles	Straight line over 4 years
Fixtures & Fittings	Straight line over 3 years
Computer Equipment	Straight line over 3 years

2.10. Leasing and Hire Purchase Contracts

Rentals paid under operating leases are charged to profit and loss on a straight line basis over the period of the lease.

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.11. Stocks and Work in Progress

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-moving items.

2.12. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.13. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.14. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.15. Pensions

The group operates a defined contribution pension scheme. Contributions payable to the group's pension schemeare charged to the profit and loss account in the period to which they relate.

3. Turnover

Analysis of turnover by geographical market is as follows:

	2025	2024
	£	£
United Kingdom	482,064	961,175
Rest of the world	21,006,316	20,887,971

	21,488,380	21,849,146

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

4. Operating Profit

The operating profit is stated after charging:

	2025	2024
	£	£
Bad debts	(20,804)	68,077
Depreciation of tangible fixed assets	275,672	202,772
Amortisation of intangible fixed assets	198	5,789

5. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the company's financial statements	26,600	25,500

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2025	2024
	£	£
Wages and salaries	5,394,478	5,088,688
Social security costs	611,578	515,677
Other pension costs	171,511	181,164

	6,177,567	5,785,529

7. Average Number of Employees

Group

Average number of employees, including directors, during the year was as follows:

	2025	2024
Office and administration	21	19
Production	73	71
Management	9	8

	103	98

Company

Average number of employees, including directors, during the year was: NIL (2024: NIL)

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

8. Directors' remuneration

	2025	2024
	£	£
Emoluments	239,552	187,304
Company contributions to money purchase pension schemes	21,808	54,849

	261,360	242,153

Information regarding the highest paid director was as follows:

	2025	2024
	£	£
Emoluments	127,198	99,500
Company contributions to money purchase pension schemes	18,437	51,940

	145,635	151,440

9. Interest Receivable and Similar Income

	2025	2024
	£	£
Bank interest receivable	17,790	32,962

10. Interest Payable and Similar Charges

	2025	2024
	£	£
Bank loans and overdrafts	4,802	(9,362 )
Foreign exchange charges	(1,361 )	(6,297 )
Other finance charges	16,618	-

	20,059	(15,659)

11. Tax on Profit

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

	Tax Rate		2025	2024
	2025	2024	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	656,825	1,010,771
Prior period adjustment			(429,633 )	-

			227,192	1,010,771
Deferred Tax
Deferred taxation			(11,578 )	35,158


Total tax charge for the period			215,614	1,045,929

The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

	2025	2024
	£	£
Profit before tax	2,403,978	3,880,221

Tax on profit at 25% (UK standard rate)	600,995	970,055
Expenses not deductible for tax purposes	32,502	11,537
Capital allowances	28,269	(22,782 )
Prior period adjustment	(429,633 )	-
Deferred tax relating to changes in tax rates or laws	(11,578 )	35,158
Unrelieved loss on foreign subsidiaries	(1,484 )	(12,963 )
Unrelieved loss on disposal of operations	(7,145 )	-
Overseas tax suffered/expensed	3,688	-
Current tax from unrecognised timing difference from a prior period	-	64,924

Total tax charge for the period	215,614	1,045,929

12. Leasing and Hire Purchase Contracts

Rentals paid under operating leases are charged to profit and loss on a straight line basis over the period of the lease.

13. Intangible Assets

Group

	Goodwill	Other	Total
	£	£	£
Cost
As at 1 January 2025	83,860	29,996	113,856
Additions	-	58,900	58,900
Disposals	(83,860 )	-	(83,860 )

As at 31 December 2025	-	88,896	88,896

Amortisation
As at 1 January 2025	18,170	412	18,582
Provided during the period	-	198	198
Disposals	(18,170 )	-	(18,170 )

As at 31 December 2025	-	610	610

Net Book Value
As at 31 December 2025	-	88,286	88,286

As at 1 January 2025	65,690	29,584	95,274

Company

The company had no intangible fixed assets as at 31 December 2025 or 31 December 2024.

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

14. Tangible Assets

Group

	Land & Property
	Leasehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings	Total
	£	£	£	£	£
Cost
As at 1 January 2025	578,032	799,788	139,283	174,002	1,691,105
Additions	9,364	117,666	-	22,208	149,238
Disposals	-	(150,993 )	-	(74,400 )	(225,393 )

As at 31 December 2025	587,396	766,461	139,283	121,810	1,614,950

Depreciation
As at 1 January 2025	52,869	562,106	30,552	110,865	756,392
Provided during the period	82,626	116,520	38,864	37,662	275,672
Disposals	-	(127,226 )	-	(72,853 )	(200,079 )

As at 31 December 2025	135,495	551,400	69,416	75,674	831,985

Net Book Value
As at 31 December 2025	451,901	215,061	69,867	46,136	782,965

As at 1 January 2025	525,163	237,682	108,731	63,137	934,713

Company

The company had no tangible fixed assets as at 31 December 2025 or 31 December 2024.

15. Investments

Company

	Other
	£
Cost or Valuation
As at 1 January 2025	4,522,500

As at 31 December 2025	4,522,500

Provision
As at 1 January 2025	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	4,522,500

As at 1 January 2025	4,522,500

Subsidiaries

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

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Enerquip Group Limited	5 Carden Place, Aberdeen, Scotland, AB10 1UT	Ordinary	100.00%	-
Enerquip Limited	5 Carden Place, Aberdeen, Scotland, AB10 1UT	Ordinary	100.00%	-
Enerquip Middle East Limited	5 Carden Place, Aberdeen, Scotland, AB10 1UT	Ordinary	100.00%	-
Enerquipe Torque Solutions Inc	7862 S Cypress Cir, Humble, Houston, Texas, 77396	Qrdinary	100.00%	-
Enerquip Australia	3/55 Gawler Place, Adelaide, SA 5000	Ordinary	100.00%	-
Enerquip Middle East Oil & Gas Equipment LLC	PO Box 191860, Dubai, United Arab Emirates	Ordinary	49.00%	-

The aggregate capital and reserves and the result for the year of the subsidiaries listed above was as follows:

	Capital and Reserves	Profit/(loss)
	£	£
Enerquip Group Limited	8,277,069	583,226
Enerquip Limited	6,471,642	1,578,237
Enerquip Middle East Limited	1	-
Enerquipe Torque Solutions Inc	(14,475 )	1,766
Enerquip Australia	172	827
Enerquip Middle East Oil & Gas Equipment LLC	31,824	(345 )

16. Stocks

	2025	2024
	£	£
Stock	2,231,897	2,047,892

17. Debtors

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Due within one year
Trade debtors	9,666,974	10,633,446	-	-
Amounts owed by group undertakings	-	-	220,630	220,630
Amounts owed by participating interests	222,122	-	-	-
Other debtors	2,027,795	2,699,514	416,960	416,960

	11,916,891	13,332,960	637,590	637,590

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

18. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Trade creditors	2,558,261	2,567,185	-	-
Amounts owed to group undertakings	-	-	2,860,090	2,860,090
Other creditors	63,950	46,287	-	-
Corporation tax	1,205,029	1,739,350	-	-
Taxation and social security	142,910	169,048	-	-
Accruals and deferred income	2,757,464	3,633,082	-	-

	6,727,614	8,154,952	2,860,090	2,860,090

19. Deferred Taxation

The provision for deferred tax is made up as follows:

	2025	2024
	£	£
Other timing differences	72,303	83,881

20. Provisions for Liabilities

Group
	Deferred Tax	Total
	£	£
As at 1 January 2025	83,881	83,881
Reversals	(11,578 )	(11,578)

Balance at 31 December 2025	72,303	72,303

21. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
1,700,000 Ordinary Shares of £ 1.00 each	1,700,000	1,700,000

Preference Shares

	2025	2024
Allotted, called up and fully paid	£	£
600,000 Preference Shares of £ 1.00 each	600,000	600,000

22. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £171,511 (2024: £181,164).

At the balance sheet date contributions of £22,088 (2024: £23,619) were due to the fund and are included in creditors.

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Enerquip Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

23. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 January 2025	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2025
	£	£	£	£	£
Mr Andrew Robins	70	63	-	-	133

The above loan is unsecured, interest free and repayable on demand.

24. Dividends

	2025	2024
	£	£
On equity shares:
Interim dividend paid	-	1,000,000

Page 26