ACCOUNTS - Final Accounts

Registered number: NI613439

Eliassen (NI) Limited

Directors' Report and Financial Statements

For the Year Ended 31 December 2025

Eliassen (NI) Limited

Company Information

Directors	Todd Keebaugh
	David E Mackeen
	Doug Nelson (resigned 26 November 2024)


Registered number	NI613439


Registered office	4th Floor
	Glendinning House
	6 Murray Street
	Belfast
	Antrim
	BT1 6DN


Independent auditors	Sumer Auditco NI Ltd
	Statutory Auditors
	Glendinning House
	6 Murray Street
	Belfast
	BT1 6DN


Bankers	Ulster Bank Limited
	11-16 Donegall Square East
	Belfast
	Antrim
	BT1 5LU

Eliassen (NI) Limited

Contents

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Balance Sheet	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 - 16

Eliassen (NI) Limited

Directors' Report

For the Year Ended 31 December 2025

The directors present their report and the audited financial statements of Eliassen (NI) Limited (the Company) for the year ended 31 December 2025.

Directors' responsibilities statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. For the reasons stated in this report and note 3, the financial statements have not been prepared on a going concern basis.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £82,736 (2024 - profit £88,426).

As the Company no longer trades, the Company is expected to become dormant. The directors are satisfied with the results of the Company for the year and position of the Company at the year end. As activities have ceased and are not expected to recommence, the directors have prepared the financial statements on a basis other than going concern.

Directors

The directors who served during the year, and up to the date of signing these financial statements, were:

Todd Keebaugh

David E Mackeen

Qualifying third-party indemnity provisions

The Company has made qualifying third-party indemnity provisions for the benefit of its directors during the year. These indemnities were in force at the date of approval of the financial statements.

Page 1

Eliassen (NI) Limited

Directors' Report (continued)

For the Year Ended 31 December 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, Sumer Auditco NI Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 22 October 2026 and signed on its behalf.

Todd Keebaugh

Director

Page 2

Eliassen (NI) Limited

Independent Auditors' Report to the Members of Eliassen (NI) Limited

Opinion

We have audited the financial statements of Eliassen (NI) Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion 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 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - financial statements presented on a basis other than going concern

We draw attention to note 3 in the financial statements, which explains that the Company has ceased trading during the year. Therefore the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Accordingly the financial statements have been prepared on basis other than going concern as described in note 3. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Page 3

Eliassen (NI) Limited

Independent Auditors' Report to the Members of Eliassen (NI) Limited (continued)

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 4

Eliassen (NI) Limited

Independent Auditors' Report to the Members of Eliassen (NI) Limited (continued)

Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be management override of controls for which our audit procedures to respond to these risks included sample testing of journals during the year.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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 Auditors' 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 Auditors' 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.

Page 5

Eliassen (NI) Limited

Independent Auditors' Report to the Members of Eliassen (NI) Limited (continued)

Adrian Patton (Senior Statutory Auditor)

for and on behalf of

Sumer Auditco NI Ltd

Statutory Auditors

Glendinning House
6 Murray Street

Belfast

BT1 6DN

22 October 2026

Page 6

Eliassen (NI) Limited

Statement of Comprehensive Income

For the Year Ended 31 December 2025

	2024	2023
Note	£	£


Turnover		-	1,342,296
Cost of sales		(361)	(1,058,977)
Gross (loss)/profit		(361)	283,319
Administrative expenses		(92,643)	(161,292)
Operating (loss)/profit		(93,004)	122,027
Tax on (loss)/profit	5	10,268	(33,601)
(Loss)/profit for the financial year		(82,736)	88,426

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 10 to 16 form part of these financial statements.

Page 7

Eliassen (NI) Limited

Registered number: NI613439

Balance Sheet

As at 31 December 2025

		2025		2024
Note		£		£


Current assets
Debtors: amounts falling due within one year	6	1,488,753		1,626,091
Cash at bank and in hand	7	86,283		109,265
		1,575,036		1,735,356
Creditors: amounts falling due within one year	8	(25,732)		(103,316)
Net current assets			1,549,304		1,632,040
Total assets less current liabilities			1,549,304		1,632,040

Net assets			1,549,304		1,632,040

Capital and reserves
Called up share capital	9	50,000	50,000
Profit and loss account	10	1,499,304	1,582,040
		1,549,304	1,632,040

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 October 2026.

Todd Keebaugh	David E Mackeen
Director	Director

The notes on pages 10 to 16 form part of these financial statements.

Page 8

Eliassen (NI) Limited

Statement of Changes in Equity

For the Year Ended 31 December 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	50,000	1,493,614	1,543,614
Comprehensive income for the year
Profit for the year	-	88,426	88,426

At 1 January 2025	50,000	1,582,040	1,632,040
Comprehensive income for the year
Loss for the year	-	(82,736)	(82,736)
At 31 December 2025	50,000	1,499,304	1,549,304

The notes on pages 10 to 16 form part of these financial statements.

Page 9

Eliassen (NI) Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

1.	General information

Eliassen (NI) Ltd (the Company) is a private company limited by shares incorporated in Northern Ireland. The registration number and address of the registered office are given in the company information section of these financial statements.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP. No rounding has been applied.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

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 fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Page 10

Eliassen (NI) Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.5

Pensions

Defined contribution pension plan

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.

2.6

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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.

2.7

Research and development

Research expenditure is written off to the Statement of comprehensive income in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.

Page 11

Eliassen (NI) Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

2.Accounting policies (continued)

2.8

Tangible fixed 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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, .

Depreciation is provided on the following basis:

				Fixtures and fittings	-	25%	Reducing Balance
				Computer equipment	-	33%	Straight-line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

3.	Going concern

The Company has ceased trading operations during the 2025 financial year. As the Company no longer trades, the Company is expected to become dormant. As activities have ceased and are not expected to recommence, the directors have prepared the financial statements on a basis other than going concern. As part of adopting this basis of preparation, the directors assessed the recoverability of assets and the requirement to recognise any additional liabilities. No amendments were required as a result of this exercise.

Page 12

Eliassen (NI) Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

4.	Employees
		2025	2024
		£	£

Wages and salaries	-	909,568
Social security costs	361	92,788
Cost of defined contribution scheme	-	56,622
	361	1,058,978

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Administrative staff	3	14

5.	Taxation

		2025	2024
		£	£

Corporation tax
Current tax on profits for the year	(10,268)	36,593
	(10,268)	36,593

Total current tax	(10,268)	36,593

Deferred tax
Origination and reversal of timing differences	-	(2,992)
Total deferred tax	-	(2,992)


	Tax on (loss)/profit	(10,268)	33,601

Page 13

Eliassen (NI) Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

5.Taxation (continued)

Factors affecting tax charge for the year
The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 19% (2024 - 25%). The differences are explained below:
	2025	2024
	£	£

(Loss)/profit before tax

(93,004)

Profit multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	(17,671)	30,507
Effects of:
Capital allowances for year in excess of depreciation	-	1,984
Losses in disposal	-	5,170
Employer Pension Contributions Accrual	-	(1,645)
Other timing differences leading to an increase (decrease) in taxation	-	577
Changes in respect of prior periods	(10,268)	-
Losses arising in period	17,671	-
Deferred Tax	-	(2,992)
Total tax charge for the year	(10,268)	33,601

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Debtors

					2025	2024
					£	£


Trade debtors	-	25,574
Amounts owed by group undertakings	1,479,148	1,591,938
Other debtors	6,314	5,328
Prepayments and accrued income	3,291	3,759
Tax recoverable	-	(508)
	1,488,753	1,626,091

Page 14

Eliassen (NI) Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

7.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	86,283	109,265
	86,283	109,265

8.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	6,488	9,140
Amounts owed to group undertakings	12,744	29,293
Corporation tax	-	36,593
Other creditors	-	979
Accruals and deferred income	6,500	27,311
	25,732	103,316

9.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

50,000 (2024 - 50,000) Ordinary Shares of £1.00 each	50,000	50,000

10.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

11.	Contingent liabilities

Eliassen NI is engaged in a legal case of which the outcome and any potential settlement are unknown at the date of approval of the financial statements. The parent company of Eliassen NI is able to cover the costs of any payout that might be required as a result of the legal case ruling.

12.	Related party transactions
	The company has taken advantage of the exemptions contained in Section 33 1A FRS 102 not to disclose related party transactions with the related parties that are wholly owned within the group.

Page 15

Eliassen (NI) Limited

Notes to the Financial Statements

For the Year Ended 31 December 2025

13.	Controlling party

The ultimate controlling party, Eliassen Group LLC, a company incorporated in the United States of
America, is the smallest and largest group for which the consolidated financial statements, including
Eliassen Group UK Limited are prepared. Copies of the financial statements can be obtained from 55
Walkers Brook Drive, Reading, MA 01867, United States of America.

Page 16