REGISTERED NUMBER: 11524634 (England and Wales)

Audited Financial Statements for the Year Ended 31 December 2024

for

Abysse UK Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

Mr Rene Xavier Greville Sartoris

REGISTERED OFFICE:

c/o AccountsCo

47 Islington Park Street

London

N1 1QB

REGISTERED NUMBER:

11524634 (England and Wales)

AUDITORS:

PG & E Professional Services Ltd

Chartered Accountants & Statutory Auditor

47 Islington Park Street

London

N1 1QB

FIXED ASSETS

Tangible assets

4

-

393

Investments

5

-

4,390,000

-

4,390,393

CURRENT ASSETS

Stocks

-

10,991

Debtors

6

302,873

678,547

Prepayments and accrued income

-

410,761

Cash at bank

603

68,203

303,476

1,168,502

CREDITORS

Amounts falling due within one year

7

4,715,158

1,166,609

NET CURRENT (LIABILITIES)/ASSETS

(4,411,682

)

1,893

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,411,682

)

4,392,286

CREDITORS

Amounts falling due after more than one year

8

-

4,390,000

NET (LIABILITIES)/ASSETS

(4,411,682

)

2,286

CAPITAL AND RESERVES

Called up share capital

9

1,000

1,000

Retained earnings

(4,412,682

)

1,286

SHAREHOLDERS' FUNDS

(4,411,682

)

2,286

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 26 October 2026 and were signed by:

Mr Rene Xavier Greville Sartoris - Director

1.	STATUTORY INFORMATION

Abysse UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Abysse UK Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Greville Developpement Eurl, Avenue de Caen, Grand Couronne, 76530, France.

Related party exemption

The company has taken advantage of the exemption available under the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding

discounts, rebates, value added tax. Turnover is recognised at the point that goods are despatched.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment - 20% on cost

Stocks

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

Financial instruments

The Company enters into basic financial instrument transactions, including amounts due to and from group undertakings. Financial assets and liabilities are initially recognised at transaction price and are subsequently measured at amortised cost, less impairment where applicable. Financial assets are assessed at each reporting date for objective evidence of impairment and any impairment loss is recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

As a result of the magnitude of the losses incurred in the current year and the material uncertainty regarding going concern, the director does not consider it probable that any deferred tax asset arising from tax losses will be recovered against future taxable profits. Accordingly, no deferred tax asset has been recognised. No material taxable timing differences giving rise to a deferred tax liability have been identified at the reporting date.

Fixed asset investments

Investments in subsidiary undertakings are stated at cost less accumulated impairment losses. The carrying value of investments is reviewed at each reporting date for indications of impairment. Where the recoverable amount of an investment is less than its carrying amount, the investment is written down to its recoverable amount and the resulting impairment loss is recognised in profit or loss.

Going concern

The Company has significantly reduced its trading activities and had net liabilities at the reporting date. The Company remains dependent on financial support from its parent undertaking, Abysse Corp, which has itself experienced financial difficulties. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The director has considered the Company’s expected activities and available information for at least twelve months from the date of approval of these financial statements and believes that continued support from the parent undertaking will be available. Accordingly, the director considers it appropriate to prepare the financial statements on a going concern basis.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - 1 ).

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

8,315

Disposals

(6,345

)

At 31 December 2024

1,970

DEPRECIATION

At 1 January 2024

7,922

Charge for year

393

Eliminated on disposal

(6,345

)

At 31 December 2024

1,970

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

393

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

4,390,000

PROVISIONS

Impairments

4,390,000

At 31 December 2024

4,390,000

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

4,390,000

During the year, GB Eye Ltd, a wholly owned subsidiary of the Company, entered into administration. In light of the subsidiary's financial position, the director has reviewed the carrying value of the investment and concluded that it is prudent that it is fully impaired. Accordingly, an impairment charge of £4,390,000 has been recognised in the financial statements, reducing the carrying value of the investment to £nil.

6.

DEBTORS

31.12.24

31.12.23

£

£

Amounts falling due within one year:

Trade debtors

-

3,125

Amounts owed by group undertakings

258,151

590,379

Other debtors

44,722

2,092

302,873

595,596

Amounts falling due after more than one year:

Amounts owed by group undertakings

-

82,951

Aggregate amounts

302,873

678,547

Amounts owed by group undertakings £258,151 (2023: £590,379) includes balance of £238,990 (2023: £319,753) due by GB Eye Ltd. GB Eye Ltd entered into administration during the year. The director believes that the balance is recoverable, principally through set-off against amounts owed by the Company to GB Eye Ltd, although this proposed set-off has not been confirmed by the administrator.

In the 2023 published financial statements, debtors falling due after more than one year included £82,951 (2022: £81,990) due from GB Eye Ltd. In the current year, £27,238 of this balance has been reclassified as falling due within one year and £55,713 has been written off as irrecoverable.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed to group undertakings

4,664,608

1,099,001

Social security and other taxes

-

59,608

Other creditors

42,350

-

Accruals and deferred income

8,200

8,000

4,715,158

1,166,609

Amounts owed to group undertakings £4,664,608 (2023: £1,099,001) includes balance of £274,608 (2023: £592,536) due to GB Eye Ltd. GB Eye Ltd entered into administration during the year. The director expects that this balance will be partially settled by set-off against amounts owed by GB Eye Ltd to the Company, although this proposed set-off has not been confirmed by the administrator.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed to group undertakings

-

4,390,000

In the 2023 published financial statements, creditors falling due after more than one year included a loan of £4,390,000 (2022: £4,390,000) due to the Company's immediate parent undertaking. No formal written loan agreement exists setting out the repayment terms. Accordingly, in the current year the entire balance has been reclassified as falling due within one year.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

1,000

Ordinary

1

1,000

1,000

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for disclaimer of opinion

As explained in our auditor's report on the financial statements for the year ended 31 December 2023, we were unable to obtain sufficient appropriate audit evidence in respect of the following matters:

1. £176,455 relating to a recharge of costs by the Company to its wholly owned subsidiary, GB Eye Ltd; 2. £260,000 invoiced by the Company to its parent company in respect of services provided;

3. the inventory balance of £10,991;

4. the classification of a loan of £4,390,000 from the Company's immediate parent company; and

5. the absence of interest on the £4,390,000 loan.

Accordingly, we were unable to determine whether any adjustments might have been necessary in respect of cost of sales, other operating income, interest expense, amounts due from group undertakings, inventory and retained earnings. These matters remain unresolved. We are therefore unable to determine whether any adjustments might be necessary to the comparative figures and, where relevant, to the current-year amounts included within cost of sales, amounts due from group undertakings, inventory, classification of creditors, interest payable, and retained earnings.

Other operating income includes £50,000 (2023: £Nil) invoiced to GB Eye Ltd, the Company's subsidiary undertaking, in respect of services provided by the Company. We were unable to obtain sufficient appropriate audit evidence to support the nature, basis and amount of the recharge. Consequently, we were unable to determine whether any adjustments were necessary in respect of other operating income and amounts due from group undertakings.

Revenue included £10,991 (2023: £nil) relating to the sale of inventory at cost to GB Eye Ltd, the Company's

subsidiary undertaking. We were unable to obtain sufficient appropriate audit evidence regarding the nature

and basis of this transaction and the related disposal of inventory during the year. Consequently, we were

unable to determine whether any adjustments were necessary in respect of revenue, inventory and cost of

sales.

Amounts owed by group undertakings include a receivable of £238,990 due from GB Eye Ltd, which is in

administration. Confirmation of this balance had not been obtained from the administrator, and we were

unable to obtain sufficient appropriate alternative audit evidence regarding its recoverability and accuracy.

Consequently, we were unable to determine whether any adjustment to the receivable balance was necessary.

The Company receives administrative and other services from its parent company and has a loan of

£4,390,000 from its parent company. No charges for such services or interest on the loan have been

recognised in the financial statements. We were unable to obtain sufficient appropriate audit evidence to

determine whether any amounts should have been recognised in respect of these services or interest, or to

determine the resulting corporation tax consequences of these and the other matters described above.

Consequently, we were unable to determine whether any adjustments were necessary to the interest expense,

interest liability, corporation tax charge for the year.

The Company has net liabilities and its future trading prospects remain uncertain. The financial statements

disclose that these conditions give rise to a material uncertainty that may cast significant doubt on the

Company's ability to continue as a going concern. We were unable to obtain sufficient appropriate audit

evidence to support management's assessment that continued parent support will be available and that the use

of the going concern basis of accounting is appropriate. Consequently, we were unable to determine whether

any adjustments to the financial statements or additional disclosures may have been necessary.

The possible effects on the financial statements of the matters described above could be both material and

pervasive. Consequently, we have been unable to obtain sufficient appropriate audit evidence to provide a

basis for an audit opinion.

Mr Simon Edrich (Senior Statutory Auditor)

for and on behalf of PG & E Professional Services Ltd

11.	AUDITOR LIABILITY LIMITATION

The company has limited the maximum aggregate amount of the Auditor's Liability to the company to not more than (1) the sum of 5 times the fees payable (excluding expenses and Value Added Tax) under the Engagement Letter referable to the financial year in question, or (2) £30,000, whichever is the lesser amount, as per shareholder's resolution dated 21/09/2026.

12.	POST BALANCE SHEET EVENTS

On 2 January 2025, the Company entered into an agreement with Abysse Corp to provide administrative and commercial services for an annual fixed fee of €135,000. During 2025, Abysse Corp continued its restructuring process and, on 25 November 2025, the French Commercial Court approved a ten-year recovery plan. These developments have been considered by the director in assessing the Company’s ability to continue as a going concern.

13.	ULTIMATE CONTROLLING ENTITY

The ultimate controlling party is Mr Rene Xavier Greville Sartoris.

The company's immediate parent is Abysse Corp, a company incorporated in France whose registered office is Avenue de Caen, Grand Couronne, 76530, France. The ultimate parent undertaking is Greville Developpement Eurl, a company incorporated in France. The largest and smallest company preparing consolidated financial statements is Greville Developpement Eurl. These financial statements are available from its registered office at Avenue de Caen, Grand Couronne, 76530, France.