ACTEON GROUP LIMITED - Annual Accounts

Form: AA - Annual Accounts

GROUP OF COMPANIES' ACCOUNTS MADE UP TO 31/12/10

Filed on: 17 Aug 2011

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Acteon Group Limited
Directors’ report and financial
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Registered number #######
## December ####
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COMPANIES HOUSE

Contents
Dtrectors’ report and business review
Acteon Group Ltmtted
Registered number ### I #i #
Dtrectors’ report and financial statements
#l December ####
l
Statement of treetops’ responsibilities in respect of the directors’ report and the financial statements #
Group and company audit report
Consolidated Income Statement
Consolidated Statement of Recognised Income and Expense
Consolidated Balance Sheet
Consolidated Statement of Changes t Equit
Consolidated Statement of Cash Flow
Notes
Company balance sheet under UK GAAP
#
#
#
#
I#
ll
I#
##

Acteon Group Limited
Registered number ### l #l#
Directors’ report and financial statements
#i December ####
Directors’ report and business review
The directors submit their report and the consolidated financial statements for the year ended #] December ####
Results and dividends
The profit for the year, alter taxation, amounted to £##,###,### (#### £##,###,###) No dividend IS to be
recommended in respect of ## l # (#### £m[)
Principal activity
Acteon Group Limited IS the holding company for a global subset services organisation The Company does not
trade t ita own right, but does undertake transactions relating to acquisitions, financing and overhead costs The
Group comprises a number of well-known brands m the industry, which are all focused on the crucial area of
offshore oil and gas development and operations linking wells on the seabed with facilities on the surface
The Group has world-leading engineering skills in many of the areas in which rt operates and has achieved a number
industry “firsts” m its recent history it employs approximately #,### people, most with technical skills, from its
facilities m Europe, the Middle East, Africa, the Americas and the Far East
Acteon businesses get involved at every stage in the life of an oilfield, from its mistral exploration, through
development, operations, maintenance and to decommissioning The Group offers full system capability,
undertaking concept studies and analysts, front-end engineering and detailed design work, before handling
manufacturing/construction actively and offshore execution
Acteon companies provide a range of subset services including foundations and moorings, risers, conductors and
pelmets, and subset electronics, all supported by activity management
Acteon companies work Independently and together to serve industry clients The principal companies wealth the
Group, and their actresses, are listed below
MENCK manages all aspects of complex pelmet projects for customers, not only t the oil and gas business but also
in the civil engineering and renewable ssectors The company manufactures and rents out some of the world’s most
sophisticated pile-driving hammers
InterMoor specialises m deep water mooring systems and foundations, especially for floating drilling and
production facilities it offers sale, rental and management of mooring equipment The company also provides
mobile offshore drilling rig relocation services
#H Offshore focuses on shallow and deep water riser projects with a full complement of design, supply, monitoring
and integrity management capabilities
l

Acteon Group Lrmrted
Regtstered number ###l#I#
Directors’ report and financial statements
#I December ####
Prmcrpal activity (continued)
Claxton supplies equipment and services for well construction, work over, maintenance and abandonment
operations These focus on pressure control and re mediation, conductor tensioning and artless tubular retrieval
TEAM ta the Group’s well construction and operations skill centre and supplies qualified and experienced personnel
to the offshore oil and gas industry worldwide
intermodule Marme Services provides relocation services for rigs and floating production units, include ssurvey
and navigation services
Aquatic supplies a range of powered reel systems which are deployed by clients in relation to flexible pipe and
umbilical lay
Seatromcs specialises in the rental of subset electronic equipment and ancillary services
Fluke has a range of mooring-related products and services, the most significant of which is the manufacture of
torpedo anchors, principally for supply into the Brazilian offshore oil and gas fields
Business Environment
Acteon ta a leading provider of subset services to the worldwide offshore oil and gas industry Its principal clients
are international, national and Independent oil and gas companies and contractors in most of the major oil and gas
provinces m the world Its services relate to most parts of the life-cycle of an oil or gas field, McClure exploration,
design, build, Installation, integrity management and decommissioning
Acqulsltlons
Durmg the year the Group acquired ###% of the issued share capital of IOS Offshore Holding AS along with tits
wholly owned trading subsidiary IOS Offshore AS (subsequently renamed IOS intermodule AS) Both of these
companies are based t Stangerine, Norway IOS intermodule provides a similar range of products and services to
Acteon’s other intermodule businesses, as described above This transaction was completed in June ####
Financial performance
The Group’s financial performance m #### reflected the begrimes of an overall improvement in general economic
conditions, with a slight upturn m investment actresses by many of the Group’s clients The Group’s activity levels
were, however, affected by the negative impact of the Macondo incident which occurred in Aprll #### and which
impacted materially on the ability of tits major clients in the USA to carry out normal levels of activity Although
certain Acteon companies (notably #H and intermodule) had an Involvement m post-Incident recovery activity, the
overall impact on our USA activities was negative Despite Macondo, and generally difficult economic conditions,
the Group’s operating performance was creditable, with tu mover up #% to £# I# #m and profit for the year up by
##% to £## #m These increases arise from a combination of the acquisition of IOS Offshore at the half-year (which
accounted for around one-third of the Increment) and quite encouraging organic growth in regions outside the Gulf
of Mexico Net debt at the end of the year increased only slightly, despite the cost of the IOS acquisition, aided by a
combination of earrings, relatively low capital expenditure, and effective control over working capital
The financial performance of the Group for ##I#, compared with ####, can be summarised as follows
##i # #### Increase
£’### £’### %
Group revenue ###,### ###,### #%
Profit for the year ##,### ##,### ##%
#

Acteon Group Limited
Regrstercd number #######
Dtrcctors’ report and financial statements
#i December ####
Key Performance Indicators
Further key performance duplicators pertinent to the Group are shown below
##I# ####
Flnanclal
Gross Margin % of revenues ##.#% ## #%
Net book value of fixed assets (£###s) ###,### ###, i##
Non-financial
Average number of employees #,### #,###
Prmcrpal risks and uncertainties
The Group’s multinational operations and debt financing expose It to a variety of risks, including financial risks The
Group has m place risk management poltergeiSt that seek to llmrt the adverse effects of these risks on the financial
performance of the Group Tl#e board of directors has overall responsibility for the establishment and oversight of
the Group’s risk management framework The Group’s approach to financial risk management is disclosed m Note
#
The directors have taken steps to ensure that the day-to-day risks which face the Group in tens of, for example,
health and safety and commercial risks are managed comprehensively by the management teams of its operating
companies, by insurance covers which should mitigate the Impact of risks turning into reality, and by the preparation
and review of comprehensive monthly management financial reporting packages which can alert the board to
developments in trading performance and cash management
Any business operates against a background of risks and uncertainties The directors believe that the principal
operational risks facing Acteon are
f There could be a tall-off achatty leves rn the offshore ##i and gas exploration and production industry,
worldwide
# Lead times and availability of raw materials and components which are required in order for the Group to
provide tits products and services could deteriorate from their current levels
# It could become more difficult to recruit and retain the highly qualified and experienced staff required m
order for the Group to carry on its business
# The considerable health and safety risks which are Inherent to the offshore oil and gas industry
° Contracts and projects in the oil and gas sector are frequently complex, and there are risks associated with
their execution
Lrkcly future developments in the business
Activity levels m the group and amongst tits clients started to Increase in #### as a result of improved economic
conditions around the world, despite the Gulf of Mexico market being depressed as a result of the Macondo incident
Orl prices have continued to Increase during #### and into ##i I, with a price at this time this report was prepared
materially above $### per barrel The directors believe that this level of oil price, along with the anticipated
recovery m the USA economy and improvements m the regulatory environment for offshore oil exploration and
production there, provide a good basis for further improved levels of demand for the Group’s products and services
and anticipate that Acteon will be able to capitalise on this in ##i I and beyond
#

Acteon Group Limited
Registered number #######
D#rectors` report and financial statements
#i December ####
Gomg concern
At the balance sheet date the Group has both torqued assets of £## #m and indrawn facilities of £## #m in addition to
reasonable levels of booked work with a number of customers and suppliers across different geographic areas After
consideration of market conditions and the Group’s financial positron, the directors have concluded that the Group is
well placed to manage tits business risks successfully The directors have a reasonable expectation that the Company
and the Group have adequate resources to continue m operational existence for the foreseeable future Accordingly
they consider it appropriate to adopt the going concept basis in preparing the annual report and accounts
Research and development
The Group continues to believe m the importance of investing m innovation and in the development of tits products
and services, in order to achieve technical success and to improve project economics During the year Acteon has
continued to invest in several areas of its business, with developments t mmulti-mooring swivel connectors,
enhancements in powered reel-drive systems and tensioners to increase load capacities to meet the deeper water and
larger product requirements from customers, and the development and successful Implementation of what is thought
to be the world’s first remotely operated underwater drillmastee and pmnmg machine
Em ploy's
The Group is committed to megavolt employees t the business through appropriate communication and
consultation and does so through circulating Guatemala newsletters and through perturbed briefing meetings
Applications for employment by disabled persons are always fully considered, having regard to the aptitude and
faultless of applicants If employees become disabled every effort is made to ensure the continuation of their
employment with the Group, McClure the provision of appropriate training The Group intends that, as far as
possible, the trainmen, career development and promotion of a disabled person should be identical to that of a person
who does not suffer from a disability
Directors
The directors who served during the year were
R C Higham
K F Ovenden
W Honeyboume (USA)
J K Quake (USA)
Provlslon malformation to auditors
The directors who held office at the date of approval of this directors’ report confirm that, so far as they are each
aware, there is no relevant audit information of which the Company’s auditors are unaware, and each director has
taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit
information and to establish that the Company’s auditors are aware of that malformation
Auditors
Pursuant to Section ### of the Companles Act ####, the auditors will be deemed to be reappointed and KPMG LLP
will therefore continue in office
R C Higham
Director
Bi er of the board
## March ##i I
#

Acteon Group Limited
Registered number #######
Dtrectors’ report and financial statements
#i December ####
Statement of directors’ responsibilities in respect of the directors’ report and the
financial statements
The directors are responsible for preparing the Directors' Report and the group and parent company financial
statements t aaccordance with applicable law and regulations
Company law requires the directors to prepare group and parent company financial statements for each financial
year In accordance with that law they have elected to prepare the group financial statements in accordance with
IFRS as adopted by the EU and applicable law and have elected to prepare the parent company financial statements
t aaccordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice)
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 group and parent company and of their profit or loss for that period In
preparing each of the group and parent company financial statements, the directors are required to
I select suitable accounting policies and then apply them consistently,
# make judgements and estimates that are reasonable and prudent,
I for the group financial statements, state whether they have been prepared m accordance with IFRS as adopted
by the EU,
# for the parent company financial statements, state whether applicable UK Accounting Standards have been
followed, subject to any maternal departures disclosed and explained m the financial statements, and
# prepare the financial statements on the going concept basis unless rt is inappropriate to presume that the group
and the parent company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent
company and enable them to ensure that its financial statements comply with the Companies Act #### They have
general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and
to prevent and detect fraud and other irregularities
The directors are responsible for the maintenance and integrity of any corporate and financial information included
on the company's website Legislation t the UK governmeNT the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions
#

Independent auditors’ report to the members of Acteon Group Limited
We have audited the financial statements of Acteon Group Limited for the year ended #i December #### set out on pages #
to ## The financial reporting framework that has been applied In the preparation of the group financial statements is
applicable law and International Financial Reporttng Standards (IFRS) as adopted by the EU The financial reporting
framework that has been applied m the preparation of the parent company financial statements ta applicable law and UK
Accounting Standards (UK Generally Accepted Accountmg Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter # of Part ## of the Companies
Act #### 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 fireless 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
Respectwe responsibility of directors and auditors
As explained more fully in the Directors' Responsibilities Statement set out on page #, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit
the financial statements in accordance with applicable law and International Standards on Audrtmg (UK and Ireland) Those
standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB's website at
WWW fie or uk/boa/scope/UKNP and WWW fr ogr UK/ape/scope/private cm
Opinion on financial statements
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 #i
December #### and of the group's profit for the year then ended,
» the group financial statements have been properly prepared in accordance with IFRS as adopted by the EU,
o the parent company financial statements have been properly prepared t aaccordance with UK Generally Accepted
Accountmg Practice,
» the financial statements have been prepared in accordance with the requirements of the Companies Act ####
Opinion on other matters prescribed by the Companles Act ####
In our opinion the #inform#nation given in the Directors' Report for the financial year for which the financial statements are
prepared is consistent with the financial statements
Matters on which we are required to report by exception
We have nothing to report In respect of the following matters where the Companies Act #### requires us to report to you if,
In #\.ii' #ill'Il#l`l
~ adequate accounting records have not been kept by the parent company, or rectums 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 and rectums, 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
My
D MacAsk#ll(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Audltor
Chartered Accountants
## Albyn Place
Aberdeen
ABl# IJB
United Kingdom
## March ###i
# l

Acteon Group Lrmrted
Regrstered number #######
Directors’ report and financial statements
## December ####
Consolidated Income Statement
for year ended ## December ####
Note #### ####
£### £###
Revenue # #i #,### ###,###
Cost of sales (###,###) (###,###)
Gross profit ##,### ##,###
Other income # ### -
Administrative expenses (##,###) (##,###)
Profit from operating actresses ##,### ##,###
Finance income #,### #,###
Frnance expense (#,###) (#,###)
Net finance expense I# (#,###) (#,###)
Profit before income tax ##,### ##,###
Income tax expense I# (#,###) (#,###)
Profit for the year ##,### ##,###
Attrrbutable to:
Equrty holders of the parent ##,### ##,###
Mrnortty interest (###) (##)
Profit for the year ##,### ##,###
The notes on pages ## to ## are an integral part of these consolidated financial statements
Movements in reserves are set out in the Consolidated Statement of Changes in Equrty on page I#
Revenue and profit from operating actresses rn the current and previous years arose wholly from continuing
operations

Drrectors’ re
Consolidated Statement of Recognised Income and Expense
for year ended #] December ####
Note
Profit for the year
Translatron of foreign currency net investments
Defined benefit plan actuarial losses ##
Income tax on income and expense recognised directly in equity
Income and expense recognised directly in equity
Total recognised income and expense for the year
Attrrbutable to:
Equtty holders of the Company
Mrnorrty interest
Acteon Group Lrmrted
Registered number #######
port and financial statements
#i December ####
#### ####
£### £###
##,### ##,###
#,### (#,###)
(###) (##)
### (##)
#,### (#,###)
##,### # #,# ##
##,### ##,###
(###) (# #)
##,### ##,###
Total recognised income and expense for the year
The notes on pages ## to ## are an integral part of these consolidated financial statements

Acteon Group Lrmtted
Regrstered number #######
Drrectors report and financial statements
Consolidated Balance Sheet
at # I December ####
## December ####
Note #### ####
£### £###
Non-current assets
Property, plant and equipment ## ###,### ###,###
Intangrble assets I # ###,### ###,###
Deferred income tax assets I # #,### #,###
Total non-Cu rent asets ###,### ###,###
Current assets
Inventorres I# ##,### ##,###
Trade and other receivables I# ##,### ##,###
Cash and cash equivalents ##,### ##,###
Total current assets ###,### ###,###
Total assets ###,### ###,###
Equrty
Share capital ## ##,### # #,###
Share premium ## ##,### #,###
Forergn currency translation reserve ## ##,### # #,###
Capital redemption reserve ## #,### #,###
Retarned earrings ## ###,### ##,###
Total equity attributable to equity holders of the Company ###,### I ##,###
Mrnorrty interest #,### #,###
Total equity ###,### l ##,###
Non-current Irabilrttes
Loans and borrowings ## ###,### ###,###
Other creditors ## #,### #,###
Employee benefits ## #,### #,###
Deferred income tax liabilities I# ##,### ##,###
Total non-current liabilities ###,### ###,###
Current liabilities
Loans and borrowings ## ##,### ##,###
Trade and other payables ## ##,### ##,###
Current income tax ##an###t#es #,### #,###
Total current liabilities ##,### ##,###
Total liabilities ###,### ###,###
Total equity and liabilities ###,### ###,###
These financial statements e approved by the board of err t March ### I and were signed on its behalf
by
R C Hrgham - Drrecror K Ovenden - erector
The notes on pages ## to are an integral part of these consolidated financial statements

Consolidated Statement of Changes in Equity
for year ended # I December ####
Balance at # January ####
Profit for the year
Income and expense
recognised directly in equity
Forergn currency translation
difference
Defined benefit plan actuarial
losses
IIICOITIC ii‘#.X ### ll#C##'#'#C &I#Cl
expense recognised d#erectly in
equity
Total income and expense
recognised directly in equity
Amortrsatron of share-based
payments (not ##)
Balance at ## December ####
Profit for the year
Income and expense
recognised directly in equity
Forergn currency translation
difference
Defined benefit plan actuarial
losses
Income tax on income and
expense recognised directly #n
equity
Total income and expense
recognised directly in equity
Issue of ordinary shares
(note ##)
Amortrsatron of share-based
payments (note ##)
Balance at #i December ####
Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and finance#a# statements
## December ####
Forergn Capital
currency redemptvie-
Share Share translation torn Retarned Mrnorrty Total
capital premium reserve reserve earnings Total interest e utry
£### £### £### £### £### £### £### £###
##,### #,### ##,### #,### ##,### ##,### #,### ###,###
- - - - ##,### ##,### (##) ##,###
(#,###) - (#,###) (#,###)
- (##) (##) (##)
(##) (##) (##)
(#,###) (##) (#,###) (#,###)
### ### ###
##,### #,### ##,### #,### ##,### ###,### #,### # ##,###
- - - - ##,### ##,### (###) ##,###
#,### - #,### #,###
- (###) (###) (###)
### ### ###
I ### ### #,### #,###
### #,### - #,### #,###
- - ### ### ###
##,### ##,### ##,### #,### ###,### ###,### #,### ###,###
The notes on pages ## to ## are an integral part of these consolidated financial statements
I#

D#rectors` re
Consolidated Statement of Cash Flow
for year ended ## December ####
Note
Cash flow from operating nanometres
Profit for the year
Adjustments for
Garn on sale of property, plant and equipment
Deprecratron of property, plant and equipment ##
Amortrsatron of intangible assets I#
Equrty-settled share-based payment transactions ##
Net finance expense # I
Income tax expense I#
Change in inventors
Chang rn trade and other receivables
Change in trade and other payables
Change in pro#s#ons and employee benefits
Cash generated from operating activities
Interest paid
Income tax paid
Net cash from operating nanometres
Cash flows from reinvest afortresses
Interest received
Proceeds from sale of property, plant and equipment
Acqursrtron of subsidiary, net of cash acquired #
Ptuchase of property, plant and equipment ##
Purchase of intangible assets ##
Net cash used in investing nanometres
Cash flow from financier activators
Proceeds from share issue ##
Repayment of borrowings
Payment of finance lease liabilities
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at I January
Effect of exchange rate fluctuation on cash held
Acteon Group Lrmrted
Regrstered number #######
port and financial statements
## December ####
#### ####
£### £###
##,### ##,###
(#,###) (###)
##,### ##,###
#,### #,###
### ###
#,### #,###
#,### #,###
##,### ##,###
#,### (#,###)
### ##,###
#,### (##,###)
### ##
##,### ##,###
(#,###) (#,###)
(#,###) (#,###)
##,### ##,###
#,### # ,###
#,### #,###
(##,###) -
(##,###) (##,###)
(###) (###)
(##,###) (##,###)
#,### -
(##,###) -
(# ##) (###)
(##,###) (###)
(##,###) ##,###
##,### ##,###
### (#,###)
##,### ##,###
Cash and cash equivalents at ## December
The notes on pages ## to ## are an integral part of these consolidated financial statements

#
#
Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
## December ####
Notes
Uizrmrng part self-financing statements)
Accountmg policies
Acteon Group Lrmrted is a company incorporated in England The address of its registered office is Fen'yardage, Ferry
Road, Norwrch, Norfolk, NRI ISW The consolidated financial statements of the Group as at and for the year ended
## December #### comprise the parent company and its substructures (together referred to as “the Group” and
individually as “Group net#t#es”) The Group IS intermarry involved in the provision of specialist subset products and
services to the offshore oil and gas industry The financial statements of the parent company are set out on pages ##
to ##
Basrs of preparation of' financial statements
The consolidated financial statements consolidate those of the Company and its substrates (ttogether referred to as
the “Group”) The parent company financial statements present information about the Company as a separate entity
and not about its group
The consolidated financial statements have been prepared and approved by the directors m accordance with
Intematronal Frnancral Reportrng Standards as adopted by the EU (“Adopted IFRS”) The Company has elected to
prepare its parent company financial statements in accordance with UK GAAP
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these group financial statements
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with IFRS and were approved by the Board
of Drrectors on ## March ### I
(b) Basrs of measurement
The consolidated financial statements have been prepared on a historical cost bast eexcept for certain financial
instruments and available-for-sale financial assets, which are stated at fair value Any changes in fair value are
reflected in the income statement
The methods used to measure fair values are discussed further below
(e) Functional and presentation currency
These consolidated financial statements are presented in Sterlmg, which is the Company’s functional currency All
financial patronymic presented has been rounded to the nearest £#,###
(d) Use of estimates and judgements
The preparation of financial statements #n conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses Actual results may differ from these estimates
Estrmates and underlying assumptions are reviewed on an ongoing basis Revrsrons to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods which are affected by those
revelations
information about areas of estimation, unceasing and critical judgements in applying accounting policies that have
significant effects on the amounts recognised in the financial statements IS included In the following notes
Note # - business combination's
Note ## - measurement of the recoverable amounts relating to cash-generating units container ggoodwill
Note ## - valuation of financial instruments

Acteon Group Lrmrted
Registered number #######
Drrectors’ report and financial statements
## December ####
Notes (continued)
Accountmg policies (continuer
(e) Gorng concern
The Group’s business nanometres and financial position, together with the factors likely to affect its future development
and performance, are set out #n the Drrectors’ report and business review on pages # to # Note # to the financial
statements also discloses the objectives, policies and processes for managing the financial risks to which the Group IS
exposed These include foreign exchange risk, cash flow and interest rate risk, credit risk, lrqurdrty risk and capital
risk
The Group’s forecasts and projections and sensitivity analyses thereof show that the Group has sufficient financial
resources for the foreseeable future and is well placed to manage tits business and financial risks The directors
therefore continue to adopt the going concept basis of accounting in preparing the annual financial statements
Srgnrficant accounting policies
The accounting policies set out below have been applied consistently to all periods presented #n these consolidated
financial statements, and have been applied consistently by the Group
Basrs of consolidation
(#) Subsidiaries
Subsrdrarres are entrecôtes controlled by the Company Control exists when the Company has the power to govern the
financial and operating policies of an entity so as to obtain benefits from its nanometres In assessing control, potential
voting rights that are currently exercisable are taken into account The financial statements of substructures are
included #n the consolidated financial statements from the date that control commences until the date that control
ceases The accounting policies of substructures have been aligned, where necessary, with the policies adopted by the
Group
(#r)Transact#ons and balances eliminated on consolidation
Intra-Group transactions and balances, and any unrealised income and expenses arranges from intra-Group
transactions, are consummated #n preparing the consolidated financial statements Unrealrsed gains arranges from
transactions with equity-accounted investees are consummated against the investment to the extent of the Group’s
interest #n the investee
RCVEII Ile #‘ECOgI’l ll###
Turnover comprises the value of goods and services supplied by the Group in the normal course of business, net of
trade discounts and sales taxes Revenue is recognised when the significant risks and rewards of ownership have
been transferred to the buyer, rt IS probable that the economic benefits associated with a transaction will flow to the
Group and the amount of revenue can be measured reliably Transfers of risks and rewards vary depending on the
gradualism terms of the contract of sale
(i) Sale of equipment and other goods
Turnover IS recognised when the goods are delivered to the customer, at the contractually agreed delivery location
(##) Rendering of services
The Group recognises tu mover in line with the fulfilment of its contractual objurgation In most cases relating to the
supply of services this represents the fulfilment of all objurgation contained #n tits contracts In certain circumstances
specific elements of the total income relating to a contract are recognised where completion of these elements (by
reference to contractual trigger points) entitles the Group to the income Where the rendering of services Includes
rental income, the rental income element is recognised on a straight line basis over the period of the rental contract

Acteon Group Lrmrted
Regrstered number #######
D#rectors` report and financial statements
## December ####
Notes (contmuezb
Accountmg policies (cant#nuec#
(###) Long term contracts
Turnover and profits on long tent contracts are recognised m accordance with the stage of a contract’s completion
when the outcome of the contract can be estimated reliably Full provision is made for any anticipated losses
Intangrble fixed assets
Goodwill
Goodwill arises on the acquisition of substructures. The goodwill #n relation to acquisitions prior to the Group’s
IFRS transition date remains frozen as reported at ## December #### under UK GAAP, but is subject to an annual
compartment review
Acqursrtrons subsequent to the IFRS transition date have been accounted for in accordance with IFRS #, Business
Combinations Goodwill arranges on these acquisitions represents the difference between the fair value of the
purchase consideration and the fair value of the Group’s share of the identifiable net assets of the acquired entity
Consrderatron includes directly attributable costs of executing the acquisition transaction for those completed before
I January #### Subsequent to this date, these costs are now charged to the income statement #n accordance with
IFRS # (revised), Busrness Combrnutrons Goodwill arranges on the acquisition of outstanding minority interests t
exorcist substructures represents the difference between the cost of the additional investments and the fair value of the
share of net assets at the acquisition date
Goodwill IS not subject to amortised but is reviewed for compartment at the end of the first full financial year
following the acquisition and annually thereafter and at other points if events or changes m circumstances demarcate
that the carrying value may not be recoverable Goodwill is stated at cost less accumulated compartment losses
For the purpose of compartment testing, goodwill is allocated to the cash-generating unit in respect of which the
goodwill arose Imparrment is determined by assessing the abrupt of the cash-generating units to generate future
cash flows and comparison of the resulting values with the respective goodwill balances Imparrment losses in
respect of goodwill are not reversed
Order books and customer lists
Order books and customer lists are recognised as intangible assets at their fair value on acquisition The fair value is
determined by discount the future cash flows expected to be generated from them at an appropriate market-
related discount rate Amortrsatron is provided so as to write off the cost over the expected economic lives of the
assets in equal instalments The residual values are assumed to be n#l
Economrc lives for intangible assets have been established as
Order books - typically less than one year
Customer lists - ## years
All intangible assets are reviewed annually for compartment, or more regularly if conditions exist that demarcate a
review IS required
Computer software
Acqurred computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the
specific software These costs are amortised over their estimated useful life, which is typically #-# years

Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
## December ####
Notes (continued)
Accounting policies (contribute/D
Tangible fixed assets
(#) Recognrtron and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated
compartment losses The cost of property, plant and equipment at I January ####, the Group’s IFRS tarns#t#on date,
was determined by reference to its depreciated cost as at that date
Cost comprises the purchase price or construction cost and any costs directly attributable to making the asset
capable of operating as intended, #n the intended location The purchase price or construction cost IS the aggregate
amount paid and the fair value of any other consideration given to acquire t##e asset
When elements of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment
Garns and losses on disposals of property, plant and equipment other than those held for rental to clients are
determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and
are recognised net wrthrn “other income” in the income statement Where items are sold from the rental fleet, the
sale proceeds are reflected #n revenue and the remarriage net book value IS charged to cost of sales
(er) Depreciation
Deprecratron IS calculated using the straight-line basis to allocate the cost less residual values, to the income
statement over the estimated useful I#bes of each item of property, plant and equipment Assets acquired under
finance leases are depreciated over the shorter of the lease term and their useful lives Land IS not deprecated
The estimated useful lives are as follows
Burldmgs ## years
Flxtures, fittings and computer equipment #-## years
Motor vehicles #-# years
Plant and equipment #-## years
Improvements to leasehold premises are depreciated over the primary period of the leases to which the
improvements relate
Deprecratron methods, useful lives and residual values are reviewed at each report#mg date
Inventory
Inventorres are stated at the lower of cost and net realisable value Cost IS determined on a first-in-first-out basis,
and includes all direct costs incurred and attributable production overheads Net realisable value IS based on
estimated selling price less all further costs of completion and disposal
The Group makes provisionals for compartment, where appropriate, based on an assessment of excess and obsolete
inventors
Costs in relation to partially complete projects are treated as work in progress where the revenue relating to those
projects IS unrecognised at the balance sheet date
Foreign currencies
(#) Transactrons and balances
Transactrons denominated in foreign currencies are translated and recorded at the exchange rate ruling at the date of
the transaction Monetary assets and liabilities denominated #n foreign currencies are translated at the exchange rates
ruling at each balance sheet date Garns and losses on retransmission are recognised in the income statement for the
year

Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
## December ####
Notes (cont#nuder@
Accountmg policies (con##nu¢U
(ii) Group entrecôtes
The results and financial position of all Group entrecôtes that have a functional currency different from Sterlrng are
translated into Sterlrng as follows
# assets and liabilities for each balance sheet presented are translated at the rate ruling at the balance sheet
date,
# income and expenses for each income statement are translated at prevaricator exchange rates, and
° resulting exchange differences are recognised directly #n equity From # January ####, the Group’s IFRS
transition date, such differences have been recognised in a separate foreign currency translation reserve
(FCTR) in the consolidated balance sheet
When a foreign subsidiary is disposed of the portion of the FCTR relating to that subsidiary is required to be
included as part of the calculation of profit or loss on the sale Thrs will only apply to currency translation
differences arranges after the IFRS transition date
Forergn exchange gains and losses arranges from a monetary item receivable from or payable to a foreign operation,
the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of the net
investment in a foreign operation and are recognised directly #n equity in the FCTR
Share-based payments
The Group adopted IFRS #, Share-based Payments, at its IFRS transition date and in accordance with the
translational arrangements contained therein this has been applied to all share option contracts executed after #
November #### which had not vested as at I January ####
The Group operates an equity-settled share option plan, the Acteon Group Ltd #### Share Optron Plan, under which
share options have been granted to certain employees The grant date fair value of options granted to employees IS
recognised as an employee expense, with a corresponding increase in equity, over the expected period between the
grant date and the date when the employees become unconditionally entitled to exercise the option (vesting) The fair
value of the employee share options, which have a market-based performance condition, is measured as at the date
of grant using the Black-Scholes valuation model The Monte Carlo method has been adopted in order to determine
the expected level of vesting Measurement inputs include the exercise price of options, expected volatility (based
on weighted average historical volatility of comparable quoted companies), estimated average life of the instruments,
expected dividends, and the risk-free interest rate (based on government bonds)
Employee benefits
(#) Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a
separate entity and will have no legal or constructive obligation to pay further amounts Oblrgatrons for
contributions to defined contribution pension plans are recognised as an employee benefit expense #n the income
statement when they are due The majority of the Group’s employees participate in plans of this nature
(er) Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan The Group
operates three defined benefit schemes as follows
Two defined benefit schemes in respect of employees of its Gemran subsidiary, MENCK GmbH, in which there are
### participants Of these, # participate in a final salary scheme and the remarriage ### participate #n a scheme
which provides very modest benefits these are determined by length of service rather than being linked to salary
The other defined benefit scheme is in respect of employees of its Norwegran subsidiary, IOS intermodule AS, in
which there are ## participants Benefits are detention by salary levels and length of service

Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
## December ####
Notes (continued)
Accountmg policies (cont#nuclear
(##) Defined benefit plans (continuer
Amounts charged to operating profit in relation to the schemes are the current service costs and gains and losses on
settlements and curtailments They are included as part of staff costs Past service costs are recognised commensuratel
in the income statement if the benefits under the scheme have vested If the benefits have not vested, the costs are
recognised over the period #n which the vesting will occur The interest Cost is shown in the income statement as
other finance costs, adjacent to finance expense The expected rectum on any plan assets is shown in the income
statement as other finance revenue, adjacent to finance income
Pensron scheme liabilities are measured on an actuarial basis using the projected unit method and discounted at a
rate equivalent to the current rate of rectum on a high quality corporate bond of equivalent currency and term to the
scheme liabilities Plan assets are valued at fair value and deducted from the pension scheme liabilities The
actuarial valuations are obtained at least triennially and are updated at the balance sheet date The resulting net
defined benefit asset/liability IS presented separately on the face of the balance sheet
The Group recognises all actuarial gains and losses arranges from defined benefit plans directly in equity
(###) Short-term benefits
Short-ten eemployee benefit objurgation such as annual performance bonuses are measured on an unaccounted
basis and are expensed as the related service is provided A liability IS recognised for the amount expected to be paid
as a short-term benefit rather Group has a present legal or constructive obligation to pay this benefit as a result of
past service provided by the employee and the amount of the obligation can be measured reliably
Leasrng
Flnance leases are those where substantially all of the benefits and risks of ownership are assumed by the Group
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets at the lower
of fair value and the present value of the mummer future lease payments Assets acquired under finance leases are
depreciated over the shorter of the lease term and their useful lives Assets acquired under hire purchase agreements
are depreciated over their useful lives Oblrgatrons under such agreements are included in liabilities net of the
finance charge allocated to future periods The finance element of the rental payment is charged to the income
statement so as to produce a constant periodical rate of charge on the net obligation outstanding in each period
Rentals payable #n respect of operating leases are charged to the income statement on a straight-line basis over the
term of the relevant lease
Frnancral Instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise investments #n trade and other receivables, cash and cash equivalents,
loans and borrowings, and trade and other payables
Cash and cash equivalents comprise cash balances and call deposits Bank overdrafts that are repayable on demand
and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents
for the purpose of the statement of cash flows
Non-derivative financial instruments are measured at amortised cost using the effective interest method, less any
compartment losses
Ordinary shares
Ordinary shares are classified as equity Incremental costs directly attributable to the issue of ordinary shares
and share options are recognised as a deduction from equity, net of any tax effects

Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
#i December ####
Notes (continuer
Accountmg policies (continue:/#
Imparrment
(#) Frnancral assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that rt IS
impaired A financial asset is considered to be impaired if objective evidence demarcates that one or more events have
had a negative effect on the estimated future cash flows of that asset
An compartment loss in respect of a financial asset measured at amortised cost IS calculated as the difference between
its carrying amount and the present value of the estimated discounted future cash flows All compartment losses on
financial assets measured at amortised cost are recognised in the income statement
An compartment loss is reversed if the reversal can be related objectively to an event occurring after the compartment
loss was recognised
(##) Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventors aNd deferred tax assets, are
reviewed at each reporting date to detention whether there IS any demarcation of compartment If any such demarcation
exists, then the asset’s recoverable amount is estimated Goodwill has an indefinite Irfe and the recoverable amount
is estimated at each reporting date
The Group’s approach to compartment testing in relation to goodwill and intangible assets IS discussed in the
“Goodwill” section above
An compartment loss IS recognised if the carrying amount of an asset or its cash-generating unit exceeds #St estimated
recoverable amount Imparrment losses are recognised in the income statement
Income tax expense
Income tax expense comprises current and deferred tax Income tax expense IS recognised #n the income statement
except to the extent that rt relates to items recognised directly #n equity, t warch case rt IS recognised in equity
Current income tax liabilities and assets for the current and prior periods are measured at the amount expected to be
paid to, or recovered from, the taxation authoresses Taxable profit differs from profit as reported in the income
statement because rt excludes totems of income or expense that are taxable or deductible in later years and rt further
excludes items that are never taxable or deductible The Group’s syllabify for current tax is calculated using tax rates
that have been enacted or substantively enacted by the balance sheet date
Deferred income tax is recognised on all temporary differences at the balance sheet date between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation
of taxable profit, with the following exceptions
I where the temporary difference arises from the neutral recognised of goodwill or of an asset or liability in a
transaction that is not a business combination that at the time of the transaction affects neither accounting
nor taxable profit or loss,
# in respect of taxable temporary differences associated with investments #n substructures, associaet#l€S and Jo#NT
Ventures, where the tiiming of reversal of the temporary differences can be controlled and rt is probable that
the temporary differences will not reverse in the foreseeable future, and
# deferred income tax assets are recognised only to the extent that rt IS probable that a taxable profit will be
available against which the deductible temporary differences, carried forward tax credits or tax losses can
be utilised

Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
## December ####
Notes (continuer
Accountmg policies (cir#t#nuec#
Income tax expense (cont#nu¢#
Deferred income tax assets are recognised at each balance sheet date to the extent that sufficient taxable profit will
be available to allow all or part of the deferred income tax assets to be utilised Unrecognrsed deferred income tax
assets are reassessed at each balance sheet date and are recognised to the extent that rt has become probable that
future taxable profit will allow the deferred tax asset to be recovered
Deferred income tax liabilities and assets are measured on an unaccounted bass at the tax rates that are expected to
apply when the liability IS settled or the asset is realised, based on tax rates and tax laws enacted or substantively
enacted at the balance sheet date
Current and deferred income tax is charged or credited directly to equity if rt relates to items that are credited or
charged to equity Otherwtse, income tax IS recognised in the income statement
Determrnatron of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both
financial and non-financial assets and liabilities Farr values have been determined for measurement and/or
disclosure purposes based on the following methods
(r) Property, plant and equipment
The fair value of property, plant and equipment recognised as a result of a business combination is based on market
values The market value of property is the estimated amount for which a property could be exchanged on the date
of valuation between a wrestling buyer and a w####mg seller in an arm’s length transaction after proper marketing
wherein the parties had each acted knowledgeably, prudently and without compulsion The market value of items of
plant, equipment, fixtures and fittings is based on management’s knowledge of prices offered and accepted for
comparable items
(er) Intangrble assets
The fair value of order books and customer lists acquired in a business combination IS based on applying the income
approach to valuations The fair value of other intangible assets IS based on the discounted cash flows expected to be
derived from the use of the assets
(Ill) Inventories
The fair value inventors acqfurred in a business combination is determined based on historical cost adjusted to fair
value, #f applicable However where its estimated selling price in the ordinary course of business, less the estimated
costs of completion and sale, are lower than cost then that lower value is adopted
(iv) Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted where
appropriate
(v) Non-derivative financial liabilities
Farr value, which is determined for disclosure purposes, is calculated based on the present value of future principal
and interest cash flows, discounted at the market rate of interest at the reporting date For finance leases the market
rate of interest IS determined by reference to similar lease agreements

Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
## December ####
Notes (contribute
Accountmg policies (cont#nu ea#
(v) Share-based payments
The methodology used to determine fair value is shovel in note ##
Contrngent consideration
Contrngent consideration relates to the future cash consideration payable in respect of acquisitions which is
contingent on the outcome of future events When an acquisition agreement provides for an adjustment to the
consideration which IS contingent on future events, provision is made for that amount if the adjustment IS probable
and can be measured reliably The amount provided IS included in the cost of the acquisition For acquisitions before
# January ####, when the final amount payable IS determined, or when revised estimates are made, the acquisition
cost and provision are adjusted accordingly After # January #### any amendment to the neutral contingent
consideration value is adjusted through the income statement
Borrowings
Borrowrngs are #n#t#al#y recorded at fair value, net of transaction costs incurred Borrowrngs are subsequently stated
at amortised cost using the effective interest rate method Amortrsed cost IS calculated by taking into account any
issue costs
Net financing costs comprise interest payable on borrowings, interest receivable on cash and cash equivalents and
amortised of debt finance costs that are recognised #n the #income statement
Interest income and expense IS recognised in the income statement as rt accrues, using the effective interest method
Cash and cash equivalents
Cash and cash equivalents are carried in the balance sheet at cost For the purposes of the consolidated cash flow
statement, cash and cash equivalents comprise cash on hand, deposits held at call w#Th banks and other short-term
highly Lourdes investments, less bank overdrafts
Trade and other receivables
Trade and other receivables are recognised #nit#ally at fair value and subsequently at amortised cost less provision
for compartment Provrsron is made when there IS objective evidence that the Group will not be able to collect a
receivable
Impact of future accounting standards
The Group has reviewed the accounting standards not yet adopted which become effective for periods commencing
on or after I January ### I These are
° IFRIC ## ~ Extrngurshrng financial liabilities with equity instruments
# IAS ## - Related party disclosures (revised ####)
# Amendment to IFRIC ## - Prepayments of mrnlmum funding requirement
# IFRS # - Frnancral instruments
None of these standards will impact the Group’s current accounting treatments or disclosures

Acteon Group Lrmrted
Regrstered number #######
Drrcctors` report and financial statements
## December ####
Notes (continued)
Accounting policies (continued
Frnancral risk management
The Group’s international operations and debt financing expose rt to a variety of financial risks The Group has in
place risk management policies that seek to Lambert the adverse effects of these risks on the financial performance of
the Group The board of directors has overall responsibility for the establishment and oversight of the Group’s
financial risk management framework
(a) Foreign exchange risk
The Group is exposed to foreign exchange risk arranges on sales, purchases and borrowings that are denominated in a
currency other than the functional currencies of non-residual Group entrecôtes which are principally Sterlrng, US Dollars,
Euros and Norwegran Kroner As the Group’s presentation currency IS Sterlrng, rt is also subject to foreign
exchange translation risk #n respect of the results and underlying net assets of foreign operations The Group
manages foreign currency risk by creating a natural hedge against the major foreign currency risk which is the US
Dollar The impact on earrings of a weakening dollar is objurgated by a reduction in the Sterlrng value of
borrowings denominated #n US Dollars, and vice versa
Detarls of balances in foreign currencies and the exchange rates used to translate significant balances into Sterlrng
are shovel in note ##
There were no changes in the Group’s approach to foreign exchange risk during the year
(b) Cash flow and fair value interest rate risk
The Group has interest rate risk arranges from its long-term borrowings Borrowrngs at variable rates expose the
Group to cash flow interest rate risk
The Group has no significant interest-bearing assets other than cash and cash equivalents of a working capital
nature Therefore the Group’s income and operating cash flows arranges from such assets are substantially
independent of changes in market interest rates
The Group monitors its exposure to interest rate risk as part of its overall financial risk management The Board
regularly considers its policy m relation to interest rate hedging but has chosen not to enter into any derivative
contracts to manage its cash flow interest rate risks
There were no changes in the Group’s approach to cash flow and fair value interest rate risk during the year
(c) Credrt risk
Frnancral instruments that potentially subject the Group to a concentration of credit risk consist intermarry of cash
and cash equivalents and accounts receivable Cash and cash equivalents, intermarry composed of current account
balances, are maintained with major financial restitutions in each of the terrestrials in which the Group operates
Cash balances held by non-UK operating companies in excess of those required for short-term funding needs are
periodontally remitted to UK bank accounts
Sales are made on credit and result in short-term credit exposure on trade receivables The Group’s customers are
principally major companies in the oil and gas exploration and production sector that have several years’ transaction
history with the Group Credrt risk from the ordinary course of trade nanometres IS managed by the relevant operating
companies on a customer and/or project basis
The Group establishes an allowance for rmparnnent that represents its estimate of incurred losses in respect of trade
and other receivables The major component of this allowance is a specific loss component that relates to
individually significant exposures The ageing observables rs shown in note ##
There were no changes in the Group’s approach to credit risk during the year

Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
## December ####
Notes (continued
Accounting policies (con##nuzzle#
(d) Lrquidrty risk
The Group marathons a blend of long-term and short-term committed fortresses that are designed to ensure that rt has
sufficient available funds for operations and planned expansion and to meet its financial objurgation as they fall due
At ## December #### the Group had access to variable rate borrowings in the font of a £### ballroom committed
credit facility, of which £l##m takes the form of term loans and £##m takes the form of a revolving credit facility
The Group is able to draw down on this revolving facility as needed, at interest rates determined with reference to
LIBOR
There were no changes in the Group’s approach to lrqurdrty risk during the year
(e) Capital risk management
The objectives when managing capital (equity and bank borrowings) are to safeguard the Group’s abrupt to continue
as a going concept in order to
# provide rectums for shareholders,
° provide benefits for other stakeholders, and
° ma#ta#n an optimal capital structure to reduce the cost of capital
The Group monitors bank borrowings on the basis of actual and projected performance against a suite of bank
covenants
There were no changes to the Group’s approach to capital management #n the year

Acteon Group Lrmrted
Regrstered number #######
Drrectors’ report and financial statements
## December ####
Notes (continued)
Acqursrtrons of substrata ires
Acqursrtrons ####
IOS Group
On ## June #### the Group acquired all of the ordinary shares in IOS Offshore AS (later renamed IOS intermodule
AS) via the acquisition of IOS Offshore Holdrng AS its ###% parent company for £##,###,### in cash The
company provides mooring components and systems on a rental or sale basis with a focus on the Norwegran
continental shelf In the # months to ## December #### the subsidiary generated a profit after tax of ###,###,### If
the acquisition had occurred on I January ####, management estimates that consolidated revenue would have been
£I#,###,### and the consolidated profit for the period would have been £#,###,### In determining these amounts,
management has assumed that the fair value adjustments at acquisition would have been the same rather acquisition
had occurred on I January ####
The acquisition had the following effect on the Group’s assets and liabilities on the acquisition date
Pre-
acquisition Recognised
carrying Farr value values on
amounts adjustments acquisition
£### £### £###
Property, plant and equipment ##,### - ##,###
Goodwill ##,### (##,###) -
Intangrble assets ## I #,### I #,###
Inventorres ### - ###
Trade and other receivables #,### - #,###
Cash and cash equivalents ### - i##
Deferred tax arranges on acquisition - (#,###) (#,###)
Trade and other payables (#,###) - (#,###)
Loans (##,###) - (##,###)
Defined benefit pension scheme deficit (###) - (###)
Net identifiable assets and liabilities ##,### (##,###) #,###
Goodwill on acquisition ##,###
Total consideration ##,###
Cash acquired (###)
Net cash outflow ##,###
Pre-acquisition carrying amounts were determined based on applicable IFRS commensuratel bbefore the acquisition
The values of assets, liabilities, and contingent liabilities recognised on acquisition are their estimated fair values
(see note # for methods used in determining fair values) In determining the fair value of tangibles (customer lists
and order books) acquired, the Group applied the income approach to ascertain the discounted cash flows expected to
be delivered from the use of the assets
Goodwill has arisen on the acquisition because of several factors, McClure market access and cross-selling
opportunists crested by rt being part of the Group, geographical extension of the Group’s mooring products and
services of`fer#mg, market knowledge, and the value associated with the technical expertise of its employees
Aequisrtrons ####
There were no acquisitions in ####

Notes (contribute
Revenue
Sale of goods
Renderrng of services
Total revenues
Other income
Net gain on sale of non-rental property, plant and equipment
Total other income
Expenses and auditors’ remuneration
Profit on ordinary activities before taxation is stated allier
outargue/(crediting):
Deprecratron and other amounts written off tangible fixed assets
Owned
Leased
Amonrsatron of turntables
I-Irre of plant and machinery - rentals payable under operating leases
Hrre of other assets - operating leases
Compensatron from third parties for property, plant and equipment
lost or given up
Research and development expenditure
Audrtors ’ remuneration.
Fees payable to the Company’s auditors for the audit of the
Company’s accounts
Fees payable to the Company’s auditors and its associates for
other services
Audrt of the Company’s subterraneans pursuant to legislation
Other services relating to taxation
Servrces relating to corporate finance translations eentered into or
proposed to be entered into by or on behalf of the Company or
the Company’s substructures
All other services
Drrectors re
Acteon Group Lrmrted
Regrstered number #######
pin and financial statements
## December ####
#### ####
£### £###
##,### ##,###
###,### ###,###
###,### ###,###
#### ####
£### £###
### -
### -
#### ####
£### £###
##,### ##,###
# ###
#,### #,###
#,### ###
#,### #,###
(#,###) (#,###)
#,### #,###
#### ####
£### £###
## ##
### # # #
### # ##
## -
## ##

Acteon Group Lrmrted
' Regrstered number #######
Drrectors' report and financial statements
#i December ####
Notes (continued)
# Remuneratron of directors
#### ####
£### £###
Drrectors’ emoluments ### ###
Company contributions to money purchase pension
schemes ## I I
The aggregate of emoluments of the highest paid director was £###,### (#### £###,###) Company pension
contributions of £#,### (#### £#,###) were made to a money purchase scheme on his behalf
Number of directors
#### ####
Retirement benefits are accruing to the following number
of directors under
Money purchase schemes # #
The number of directors who exercised share options was - -
## Personnel expenses and employee numbers
The average number of employees during each year was as follows
Number of employees
#### ####
Drrectors of Acteon Group Lrmrted # #
Technrcal and administratrix #,### #,###
#,### #,###
#### ####
£### £###
The aggregate payroll costs of these persons were as follows
Wages and salaries ##,### ##,###
Socral security costs #,### #,###
Contrrbutrons to defined contribution plans #,### #,###
Expenses related to defined benefit plans ### ##
Equrty settled share based payment transactions ### ###
##,### ##,###
The two USA citizenshIP who serve as non-executive directors are not employees of the Company or the Group

Notes (continued)
Frnance income and expense
Recognrsed in profit or loss
Drrectors’ re
Acteon Group Lrmrted
Regrstered number #######
port and financial statements
## December ####
#### ####
£### £###
Interest income on bank deposits (#,###) (#,###)
Forergn exchange gains (#,###) (#,###)
Retum on pension plan assets (##) -
Other interest receivable (##) -
Frnance income (#,###) (#,###)
Interest payable on bank borrowings #,### #,###
Amortrsatron of finance range's costs ### ###
Frnance charges under finance lease and hire purchase contracts # ##
Interest on employee benefit objurgation ### ##
Other interest payable ### -
Frnance expense #,### #,###
Net finance expense recognised in profit or loss #,### #,###
#### ####
£### £###
Recognrsed directly in equity
Translatron of foreign currency net investments #,### (#,###)
Income tax on income and expense recognised directly in equity ### (##)
Frnance income/(expense) recognised directly in equity, net of tax #,### (#,###)
All finance income/(expense) recognised directly in equity IS attributable to holders of equity in the company
Translatron gains and losses in respect of the foreign currency net investments are recognised in the foreign
currency translation reserve Income tax on income and expense recognised directly in equity is recognised in
retained earrings

A
#
Drrectors ’ re
Notes (contribute
Income tax expense
Current tax expense
Corporatron tax on UK profits for year
Adjustnrent for prior periods
Forergn tax - current
Forergn tax - adjustments in respect of prior periods
Deferred tax expense
Orrgrnatron and (reversal) of temporary differences
Adjustments for prior periods
Total income tax expense
Reconcrlration of effective tax rate
Profit for the year
Total income tax expense
Profit excluding income tax
Income tax using the Group’s domestic tax rate (##%, #### ##%)
Non-deductible expenses
Unrelreved foreign taxes and franchise taxes paid in the USA
Drfferences between local tax rates and UK standard rate
Adjustment for prior periods
Effect of reduction in tax rate on deferred tax balances
Acteon Group Lrmrted
Regrstered number #######
port and financial statements
## December ####
#### ####
£### £###
#,### #,###
(###) (###)
#,### #,###
### #,###
# #,### # #,###
(#,###) (#,###)
(###) (#,###)
(#,###) (#,###)
#,### #,###
#### ####
£### £###
##,### ##,###
#,### #,###
##,### ##,###
##,### #,###
#,### ## #
### #,###
(#,###) (#,###)
(###) #,###
(###) -
#,### #,###

r
##
#
#
Notes (continued)
Income tax expense (continued)
Income tax using the Company’s domestic (UK) tax rate
Varratron in tax rate
Non-deductible expenses
Unrelreved foreign taxes and franchise taxes paid in the USA
Drfferences between local tax rates and UK standard rate
Adjustment for prior periods
Effect of reduction in tax rate on deferred tax balances
Income tax recognised directly in equity
Relatrng to share based payments
Total income tax recognised directly in equity
Profit for the financial year
Drrectors` re
Acteon Group Lrmrted
Regrstered number #######
port and financial statements
## December ####
####
##.#%
#.#%
#.#%
(# #%)
(#.#%)
(#.#%)
##.#%
####
£###
###
###
####
## #%
##%
##%
(## #%)
##%
## #%
####
£###
(##)
(##)
The profit dealt with #n the accounts of the parent company was £##,###,### (#### £#,###, ###) The balance sheet
of the parent company can be found on page ##
Property, plant and equipment
Land, Plant,
buildings equipment Assets
and leasehold and fixtures under
Note improvements and tittles cconstruction Total
£### £### £### £###
Cost or deemed cost
Balance at # January #### ##,### ###,### #,### ###,###
Addrtrons ### ##,### #,### ##,###
Transfer on completion #,### #,### (##,###) -
Drsposals (##) (##,###) - (##,###)
Exchange movements ### (#,###) - (#,#I #)
Balance at ## December #### ##,### ###,### ### ###,###
Addrtrons ### ##,### #,### ##,###
Arrsrng on acquisition # I# ##,### - ##,###
Transfer on completion - #,### (#,###) -
Drsposals (##) (#,###) - (#,###)
Exchange movements ### #,### (##) #,###
Balance at ## December #### ##,### ###,### ### ###,###

Notes (contribute
Property, plant and equipment (controllable
Deprecration and impairment losses
Balance at I January ####
Deprecratron for the year
Drsposals
Exchange movements
Balance at ## December ####
Deprecratron for the year
Drsposals
Exchange movements
Balance at ## December ####
Carrying amounts
A### December ####
At #i December ####
The net carrying amount of land,
Freehold land and buildings
Long leaseholds
Short leaseholds
Leasehold improvements
Leased plant and machinery
Acteon Group Lrmrted
Regrstered number #######
Drrectors report and financial statements
## December ####
Land, Plant,
buildings and equipment Assets
leasehold and fixtures under
improvements and fittings construction Total
£### £### £### £###
### ##,### ##,###
### ##,### ##,###
(##) (##,###) (##,###)
(##) (#,###) (#,###)
#,### ##,### ##,###
#,### ##,### ##,###
(#) (#,###) (#,###)
# I ### ###
#,### ##,### ##,###
##,### ###,### ### ###,###
##,### ###,### ### ###,###
buildings and leasehold improvements comprises
#### ####
£### £###
##,### ##,###
### ###
#,### #,## #
#,### ###
##,### ##,###
The Group leases equipment under a number of finance lease agreements At #i December #### the net carrying
amount of leased plant and machinery was £n## (#### £#,l##. ###)
Securrty
At each balance sheet date all properties were subject to a fixed or floating charge in order to secure bank loans
Cashflow
The gross additions (excluding those arranges on acquisition) to property, plant and equipment of £i#,###,### in
#### (#### £##, ###, ###) have been adjusted by the value of capital creditors outstanding at ## December #### to
derive the amount for inclusion in the cash flow for the purchase of property, plant and equipment

Acteon Group Llmlted
Regrstered number ### l # I Z
Dnrectors’ report and financial statements
#i December ##I#
Notes (continued
intangible assets
Customer Order
Goodwull lusts books Software Total
£### £### £### £### £###
Cost
Balance at l January #### ##,### ##,### #,### #,### ###,###
Addmons i## - - ### ###
Drsposals - (##) (##)
Exchange movements (###) (###) (###)
Balance at #] December #### ##,### ##,### #,### #,### ###,###
Addmons - - - ### ###
Addmons Arlington on acquisition (note #) ##,### ##,### #,### ## ##,###
Dlsposals - - - (##) (##)
Exchange movements #,### - - (##) #,###
Balance at ## December #### ###,### ##,### #,### #,### ###,###
Customer Order
Guodwiii Ilsts books Software Total
£### £### £### £### £###
Amortrsatlon and compartmental losses
Balance at I January #### - #,### #,### #,### l #,###
Amomsatlon for the year #,### - ### #,###
Dlsposals - - (##) (SI)
Exchange movements - (##) (##)
Balance at ## December #### ##,### #,### #,### ##,###
Amomsatlon for the year #,### #,### ### #,###
Disposals - - (##) (##)
Exchange movements - - (##) (I#)
Balance at ## December #### ##,### #,### #,### ##,###
Carrymg amounts
At ## December #### ##,#i# ##,### ### ###,###
At ## December #### ###,### ##,### S## ###,###
Amortlsatlun and impairment charge
Amortlsatmn of intangible assets IS allocated to administrate eexpenses
Customer lists represent the value associated with the customer base of substantives acquired since l January ####
The principal canyon amount at #i December #### represents Seatromcs Limi\ed’s customer list totalling
£l#,##l,### (#### £# #, ###,###) which has a remainder amortised perold of # years # months (#### #years #
months), and IOS intermodule AS’s customer hat totalling £i#,###,### (#### £ml) which has a rematch
amontillado period of # years # months
Order books represent the value associated wnh incomplete customer orders at the date of acquisition m subsidiarity
acquired since l January ####
##

Acteon Group Llmtted
Regtstered number #######
Directors` report and financial statements
## December ####
Notes (cont#nu¢#
Intangrble assets (con#muesli#
compartment testing for cash-generating units contaminaNT goodwill
Goodwlll IS allocated to operating units for the purpose of compartment testing and this represents the lowest level
Waltham the Group at which goodwill IS monitored for Guatemala management purposes Goodwill starling on business
combustions ta not amortised but ls reviewed for compartmental on an annual basis or more frequently If there are
decathlons that goodwill may be impaired
The aggregate carrying amounts of goodwill allocated to each unit are as follows
#### ####
£### £###
Hugh capital menstruate units
Seatromcs ##,### ## ,# ##
intermodule Ltd ##,### i#,###
IOS intermodule AS ##,### -
Fluke Engenharla Ltda #,### #,###
Other capital-Intensive acquisitions #,### #,###
###,### ##,###
Low capital menstruate units
UWG sub-group (UWG Ltd, Claxton Engmeertng Servtces and ZH Group) ##,### I l,##l
interact PMTI Inc #,### #,###
Other low capital menstruate acquisitions #,## I #,## #
##,### ##,###
Total goodwill ###,### ##,###
Recoverable amounts for the cash-generating unit are based on value-in-use calculations These calculations use pre-
tax cash flow pro_sections for a five-year period, based on financial budgets approved by the board covering a one-
year ported Cash flows beyond the one-year period are extrapolated based on estimated long-term average growth
rates (typically # to # per cent) Goodwlll IS considered to have an mistime life and the cash flows t year five are
used as a basis for calculating a terminal value The tenner vslue IS added to the value-In-use calculated for years
one to five The growth rate m years two to five does not exceed the anticipated long-term average growth rate for
the market in which the CGU operates The exceptions to thus are intermodule Ltd, Fluke Engenhana Ltda and
interact PMTI Inc where recent performance has been markedly weaker than would be expected in normal markets
and where growth rates t years #-# are expected to be better than the #% to #% range as a result of anticipated
improvements m markets and efficiently reased as a result of Guatemala restructuring measures In all cases, a
terminal growth value of#% (#### ml) has been assumed The key inputs to this calculation are shown below
As at ## As at ##
December #### December ####
Perlod on which management approved forecasts are based l Year l Year
Growth rate applied for years two to five - intermodule Ltd ##.#% I# #%
Growth rate applied for years two to rive - Fluke Engenharta Ltda ## #% # #%
Growth rate applied for years two to five - interact PMTI Inc ##.#% # #%
Growth rate applied for years two to five - Other ententes #.#% to #.#% # #% to # #%
Growth rate applied to terminal value calculation #.#% -
Pre-tax discount rate ##.#% I# #%

Acteon Group Llmlted
Reglstered number #######
Directors’ report and financial statements
## December ####
Notes (continued)
Intangible assets (connubial
Impairment testing for cash-generating units containing goodwill
The pre-tax discount rate applied to the cash flow projections approximates to the Group’s tax adjusted weighted
average cost of capital, which is broadly consistent with other market sweatpants taken together compartment
reviews were performed at ## December #### and ## December #### by comparing the carrying value of goodwill
with the recoverable amount of the cash-generating unit As part of the impairment reviews a sensitivity analysis
was performed On the basis of this review management concluded that there was no evidence of impatient
There are no entangler assets, other than goodwill, with indefinite useful lives
Deferred tax assets and liabilities
Reeognlsed deferred tax assets and #iamb##ties
Deferred tax assets and liabilities are analysed as
Assets Liabilities
#### #### #### ####
£### £### £### £###
Property, plant and equipment - - ##,### ##,###
Intangible assets - - ##,### #,###
Retlrement benefit obligation (##) (##) - -
Provisions / accruals (###) (###) - -
Other items - - ### ###
Share based payments (###) (##) - -
Tax losses carried forward (#,###) (#,###) - -
Deferred tax (assets)/collectables (#,###) (#,###) ##,### ##,###
Net deferred tax liabilities ##,### ##,###
The group has recognised deferred tax assets in respect of losses carried forward on the basis that they will be used
to offset future taxable profits
Deferred tax impact of movements in temporary differences during the year - ####
Balance Foreign Recognlsed Acquired Balance ##
# January exchange and m income Recognised in business December
#### reclassification sstatement in equity combinations ####
£### £### £### £### £### £###
Property, plant and equipment ##,### ### (###) - ### ##,###
Intangible assets #,### - (#,###) #,### ##,###
Retirement benefit obligations (##) (#) (###) - ## (##)
Provisions / accruals (###) (#) ### - - (###)
Share based payments (##) - (##) (###) - (###)
Tax losses carried forward (#,###) ### (###) - (#,###)
Other items ### # ### - - ###
##,### ### (#,###) (###) #,## l ##,###
##

Acteon Group Limited
Registered number #######
Dtrectors’ report and financial statements
##
N#tee (continue)
Deferred tax assets and liabilities (cantaloupe
Deferred tax impact of movements in temporary differences during the year - ####
December ####
Balance Foreign Recognised Acquired Balance ##
# January Exchange and m income Recognised in business December
#### reclassification sstatement m equity combinations ####
£### £### £### £### £### £###
Property, plant and equipment # #,### (#,###) ### - - ##,###
Intangible assets #,### - (#,###) #,###
Retirement benefit obligations (##) # (#) (##)
Provlsions / accruals (###) ## (##) - (###)
Inventories (##) # ## - -
Share based payments (###) - ## ## (##)
Tax losses maced forward (###) ## (#,###) - (#,###)
Other items ### (##) ### - ###
##,# ## (#,###) (#,###) ## ##,###
Inventories
#### ####
£### £###
Raw materials and consumables #,### #,###
Work in progress #,### ##,###
Finished goods #,### #,###
Payments on account (##) (#,###)
##,### ##,###
In #### raw materials, consumables and changes in finished goods and work m progress recognised as cost of sales
amounted to £##,###,### (#### £##, /##, ###)
Trade and other receivables
#### ####
£### £###
Trade debtors ##,### ##,###
Other debtors #,### #,###
Prepayments #,### #,###
##,### ##,###
The Group’s exposures to credit and currency risks and impermanent losses related to trade and other receivables
(excluding construction work t pprogress) are disclosed in note ##
##

Acteon Group Limited
Regrstered number #######
Directors` report and financial statements
## December ####
Notes (connubial
Share capital
Allotted, called up
and fully paid
Nu’### £###
At ## December ####
‘A ` ordinary shares of£# ## each ###,### #,###
"B’ ordinary shares of£# ## each ###,### #.###
‘C ordinary shares of£# ## each ##,### ###
#,###,### ##,###
Movements in the year
‘A` ordinary shares of£O ## each
' B" ordinary shares of`£# ## each - -
‘C" ordinary shares of£# ## each - -
D' ordinary shares of£# ## each ##,### ###
##,### ###
At ## December ####
A' ordinary shares of£# ## each ###,### #,###
"B" ordinary shares of£# ## each ###,### #,###
‘ C’ ordinary shares of£# ## each ##,### ###
"D’ ordinary shares of£# ## each ##,### ###
#,###,### # #,###
Durmg the year the Company created a new class of share, “D” ordinary shares, and issued ##,###,### for cash
totalling £#,# ##,### The excess paid over the nominal value has been credited to the share premium account
All shares rank part pass, In all respects, except that any “A” ordinary shares and any “B” ordinary shares in issue
will confer enhanced voting rights on their holders The consent of the ma_or#ty of the holders of the “A” ordinary
shares and “B” ordinary shares ta required t rrespect of certain matters Further details of these rights are contained
t the Company’s Articles of Association and an Investment and Shareholders’ Agreement dated ## July ####
Capital and reserves
Share premium
Share premium represents the excess of the proceeds received from the tissue of shares over the nominal value of the
shares
CapitaI redemption reserve
The capital redemption reserve arose on the repurchase of own shares by the Company
Retained earnings
Retained earrings comprise cumulative undistritubed#tubed earrings of the Group
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign currency differences arlsmg after l January ####
from the translation of the financial statements of foreign operations
##

Notes (continued)
Loans and borrowings
Acteon Group Llmtted
Regt steed
number #######
Drrcctors` report and financial statements
#
# December ####
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings,
which are measured at amortised cost For more information about the Group’s exposure to interest rate, foreign
currency and llqutdlty risk, see note ##
#### ####
£### £###
Non-current liabilities
Secured bank loans ###,### ###,###
###,### ###,###
Current liabilities
Secured bank loans ##,### ##,###
Finance lease trisyllable - # I#
##,### ##,###
Total loans and borrowings ###,### ###,###
Terms and debt repayment schedule
Terms and conditions of outstanding loans were as follows
## December #### ## December ####
Nommal Year of Face Carrymg Face Carrymg
Currency interest rate maturity value amount* value amount*
£### £### £### £###
Secured bank loan Sterlmg Liber + #### ###,### ###,### ###.### ###,###
# ##% - # #%
Secured bank loan US Llbor + #### ##,### ##,### ##,### ## ###
Dollar # s#% - # #%
Finance lease Sterlmg # #-# #% #### - - ### ###
collaborates
Total interest-
bearing bisyllabic ###,### ###,### ###,### ###,###
' The carrying amount of each loan is the face value less its unamortised debt issue costs
Both of the secured bank loans are secured via fixed or floating charges over the Group’s properties and other assets
##

Acteon Group Limited
Registered number #######
Directors’ report and financial statements
## December ####
Notes (continued)
Loans and borrowings (continue/#
Finance lease liabilities are payable as follows:
Present Present
Future value of Future value of
Mmlmum mummer Mtmmum minimum
lease lease lease lease
payments Interest payments payments Interest payments
#### #### #### #### #### ####
£### £### £### £### £### £###
Less than one year i## # i i#
### # I ##
Other creditors
These comprise contingent consideration m relation to acquisitions The consideration is contingent on the future
financial performance of the acquired companies and the retention of certain key personnel
Employee benefits
Defined contribution schemes
The Group operates various defined contribution pension schemes, the assets of which are held separately from
those of the Group in independently administered funds
Defined benefit schemes
MENCK GmbH, a subsidiary of Acteon Group Limited incorporated in Gennany, operates a defined benefit
pension scheme Unlike UK pension schemes the pension obligation othe schem are met via the assets of the
company There are no assets held separately by the scheme Itself
IOS intermodule AS, an indirectly owned subsidiary of Acteon Group Ltmtted incorporated m Norway, also operates
a defined benefit scheme The scheme’s pension obligations are met via plan assets held separately t the form of
an insurance policy The company contributes annually into the policy, with the premiums being Invested to
provide assets sufficient to fund employees’ accrued benefit entitlements on retirement
Charged to the income statement
Total charges to operating profit t the income statement in respect of the schemes operated by the Group were as
follows
#### ####
£### £###
(#) In respect of the Group’s defined contribution schemes
- UK ### ###
- Overseas ### ###
#,### l,l##
(t) in respect of the Group’s defined benefit schemes ### ##
##

Acteon Group L#timed
Registered number #######
Dnrectors’ report and financial statements
## December ####
Notes (continuer
Employee benefits (continuer
Disclosure relating to the Group’s defined benefit obligations
Total present value of unfunded obligation rrecognised as a ##an#l#Ty-Menck GmbH
Total present value of fielded lob#tag#ons net of pension plan assets-IOS intermodule AS
Net l#an#l#Ty for defined benefit obligation at ## December
Movement in the present value of the defined benefit obligation
IOS intermodule AS
####
£###
Defined benefit obligation at # January -
#### ####
£### £###
I ,# ## # ,###
### -
#,### #,###
Menck GmbH
#### ####
£### £###
(#,###) (#,###)
## ###
(##) (##)
(##) (##)
(##) (##)
## ###
Pens#on scheme assumed on acquit#s#t#on (#,###)
Benefits paid by the plan ##
Current service costs (###)
Interest cost (##)
Actuar#al loss recogniz#sed in equity (see below) (##)
Payment of payroll taxes on pension obligate#ons ##
Exchange rate movements on retransmission (##)
Defined benefit lob#tag#ons at ## December (#,###)
Movement in fair value of plan assets
Fair value of plan assets at I January -
Pension scheme assumed on acquit#s#t#on ###
Expected rectum on plan assets ##
Actuarial loss on plan assets recognised in equity (see below) (##)
Employer contributions ###
Benefits paid from plan (##)
Exchange rate movements on retransmit#on ##
Defined benefit obligation at ## December #,###
(#,###) (#,###)
(###)
Deficit recognised at ## December
(#,###)
(# ,###)
##

Acteon Group L#m#Ted
Reg#steed number #######
Directors’ report and financial statements
## December ####
Notes (conquerable
Employee benefits (cont#nueaD
Expense recognised in profit or loss
### l
IOS intermodule AS Menck GmbH
#### #### ####
£### £### £###
Current S€#'VlC# costs included in other administrate eexpenses (###) (##) (##)
Interest on lob#tag#on included in finance expense (##) (##) (##)
Expected rectum on plan assets included in finance income ## - -
Total (###) (##) (##)
Actual return on plan assets
IOS intermodule AS
####
£###
Total ##
Actuarial gains and losses recognised directly in equity #n the statement of recognised income and expense
IOS intermodule AS Menck GmbH
#### #### ####
£### £### £###
Cumulattve gain at # January - ###
Recognlsed during the per#OD (##) (##) (##)
Cumulat#be(loss)/gain at ## December (##) ## ###
Falr value of plan assets
The approx#mate breakdown of the fa#r value of plan assets (expressed as percentages) was as follows
IOS intermodule AS
####
%
Equltles ##
Corporate bonds ##
Property ##
Money market deposits ##
Other #
###
##

Acteon Group Lim#Ted
Reglstered number #######
Drrcctors` report and financial statements
#i December ####
Notes (continued)
Employee benefits (connive¢#
Actuarial assumptions
Pr#principal actuarial assumptions at the reporting date (expressed as weighted averages)
IOS intermodule AS Menck GmbH
#### #### ####
% % %
D#scout rate #.## #.## # ##
Expected rectum on plan assets #.## - -
Future salary increases #.## - -
Staff tu mover - # ## # ##
Norweg#an national insurance increases #.## - -
Future pens#on Increases #.## #.## # ##
The expected rate of rectum on plan assets IS determined by reference to the risk free Norwegian bond rate of # #%
together with the long term h#stir#lac additional rectum from Norweg#an Life Insurance companies of # #% The
rte##m #S based on the portfolio as a whole and not on the sum of the rectums on the #endive#dual asset categories
H#stir#lac information -IOS intermodule AS funded pension scheme (acquired in the current year)
####
£###
Present value of the defined benefit lob#tag#on (#,###)
Falr value of the planned assets #,###
Deficit #n the plan (###)
Expertence adjustments at#s#mg on plan lib#l#t#es (#)
Experxence adjustments at#s#mg on plan assets (##)
The Group expects to pay contributions totalling £# ##,### into the plan during ### #
Historical information - Menck GmbH unfunded pension scheme
#### #### #### #### ####
£### £### £### £### £###
Present value of the defined benefit lob#tag#on (#,###) (#,###) (#,###) (#,###) (###)
Defictt #n the plan (#,###) (#,###) (#,###) (#,###) (###)
Experience adjustments arts mg on plan l#an#l#t#es (##) (##) (# #) (##) (##)
The scheme IS an unfunded scheme and the Group expects to pay £###,### t pLAN benefits during #### Th#s will
settle the l#an#l#t#es to pensioners as they fall due
##

Acteon Group L#m#Ted
Regtstered number #######
Dxrectors report and finance#a# statements
## December ####
Notes (conquerable
Share based payments
In September #### the Group stable#shed a share option programme that entitles certain key management personnel
and senior employees to purchase shares in the Company Grants have been made under this scheme annually since
September #### Options are exec#sable at the market value of shares at the date of grant.
The terms and conditions of the grants are as follows
Number of
option shares Contractual life
Grant date (thousands) Vesting conditions of options
September #### ###,### Takeover/sale/IPO I# years
September #### ##,### Takeover/sale/IPO ## years
September #### #,### Takeover/sale/IPO I# years
November #### #,### Takeover/sale/IPO ## years
The number and weighted average exercise prices of share opt#ons are as follows
Weighted Welghted
average average
exercise Number of exercise Number of
price options pi#ce opt#ons
#### #### #### ####
Outstandmg at I January
Exercised during the year
Exp#red during the year
Granted during the year
Outstandmg at #i December
Exercisable at ## December
#.##p ###,###,###
##.##p #,###,###
# ##p ###,###,###
# ##p #,###,###
#.## p ###,###,###
# ##p ###,###,###
natl n##
n#l nil
The options outstanding at ## December #### have an exercise pi#ce #n the range
average rematch cocontractual life of # years (#### # years)
No share opt#ons were exercised #n #### or ####
of Sp to ##p and a we#gated
##

Acteon Group Limited
Reg#steed number #######
D#rectors’ report and financial statements
## December ####
N#tee (continued)
Share based payments (coniferous
The fa#r value of serve#sec received #n rectum for share opt#ons granted IS based on the fa#r value of share opt#ons
granted, measured using the Black-Scholes valuation method, w#Th the following assumptions
November September September
#### #### ####
Number of opt#ons granted #,###,### #,###,### ##,###,###
Exerclse pi#ce £# ###/£# ### £# ##/£# ### £# ##/£# ##
Expected volatility ##% ##% ##%
D#v#send yield N## N## N##
Optlon life (expected wetted avrage lle) in years # ## # ## # ##
Rlsk free #interest rate (based on government bond) # ##% # #% # #%
Fa#r value of OPIIODS £###,### £#,### £###,###
Employee expenses
####
£###
Share opt#ons granted #n #### ##
Share opt#ons granted #n #### -
Share opt#ons granted #n #### #
Share opt#ons granted #n #### #
Total expense recogniz##seed as employee costs ###
Trade and other payables
####
£###
Trade red#tors ##,###
Other tax and cos#al secure#Ty #,###
Other red#tors #,###
Accruals and deferred #income ##,###
##,###
September
####
###,###,###
£# ## /£# ##
##%
N##
# #
# #%
£###,###
####
£###
###
##
#
###
####
£###
##,###
#,###
#,## #
##,###
##,###
The Group’s exposure to currency and ##qi#d#Ty r#s related to trade and other payables IS d#closed #n note ##
##

Acteon Group L#m#Ted
Registered number #######
DIFCCIOFS’ report and finance#al statements
## December ####
Notes (continued)
Financlal #instruct meets
The Group’s ZCIIVIIIES glove€ r#Se to a car#et of finance#al r#skis market r#s (#n#ud#mg currency r#s aNd cash flow
#interest rate r#s), red#t r#s aNd ##qi#d#Ty r#s The Group’s overall approach to finance#al r#s mmanagement IS
described #n note #
Exposure to credit risk
The carrying amount of finance#al assets represents the mac#mum credit exposure The maximum exposure to red#t
r#s at the report#mg date was
Carrying amount
#### ####
£### £###
Trade and other receivables ##,### ##,###
Cash and cash equivalents ##,### ##,###
###,### ###,###
The carry#mg amounts of the Group’s net trade receivables were denominated #n the following pi#n#pal currency#es
Carry#mg amount
#### ####
### ###
Ster##mg ##,### ##,###
US Dollars ##,### ##,###
Euros #,### #,###
Braz###an Real ##,### ##,###
Smgapore Dollars #,### #,###
Qatarl Real #,### #,###
Norweg#an Kroner ##,### -
##

Notes (continued)
F#nan#a# instruments (connubial
Impairment losses
The aglow of trade rice#cables at the report#mg date was
Not overdue
#-## days past due
##-## days past due
Over ## days past due
Net value of trade rice#cables
Acteon Group L#m#Ted
Reg#steed number #######
Dtrectors’ report and finance#al statements
## December ####
Provision Provlslon
for for
Gross imps#rent GRoss #map#m#net
#### #### #### ####
£### £### £### £###
##,### ### ##,### -
##,### ### ##,### -
#,### ### #,### -
#,### #,### # #,### #,###
##,### #,### ##,### #,###
##,### ##,###
The movement #n the allowance for imps#rent #n respect of trade rice#cables during the year was as follows
####
£###
Balance at # January #,###
Impa#rent ltoss (reversed)/recogniz#sed (###)
Balance at ## December #,###
####
£###
#,###
#,###
#,###
The #map#n##net loss at ## December #### relating to pro#s#ons aha#nest the recoverable#l#Ty of amounts on specific contracts
totals £#,###,### (#### £it###,###)
##

Notes (cant#nuzzle#
F#nan#al instruments (COl#flt#l£v
Liquidity risk
The Group’s lop#c on ##qi#d#Ty r#s mmanagement IS d#SCL#SSCd #n note #
Acteon Group L#m#Ted
Regtstered number #######
D#rectors’ report and finance#al statements
## December ####
The fol#ow#mg are the contractual mature#t#es of finance#al ##an#l#t#es, #include#mg estimated interest payments and
#include#mg the impact of netting agreements
Non-derivative finance#al ##an#l#t#es
####
Carrymg Contractual # months #-##
amount Cash flows or less months #-# years #-# years
£### £### £### £### £### £###
Secured bank loans ###,### ###,### ##,### ##,### ##,### ###,###
Trade and other payables ##,### ##,### ##,### - - -
###,### ###,### ##,### ##,### ##,### ###,###
####
Carrymg Contractual # months #-##
amount cash flows or less months #-# years #-# years
£### £### £### £### £### £###
Secured bank loans ###,### ###,### ##,### #,### ##,### ###,###
Flnance lease ##an#l#t#es # ## ### ## ## - -
Trade and other payables ##,### ##,### ##,### - - -
###,### ###,### ##,### #,### ##,### ###,###
##

Notes (continued
F#nan#al instruments (continue:/#
Exposure to currency r#s
The Group’s exposure to foreign currency r#s was as follows
## December ####
Acteon Group L#m#Ted
Reglstered number #######
D#rectors‘ report and finance#al statements
## December ####
Impact #n ###s NOK USD Euro GBP
Trade rice#cables ##,### ##,### #,### ##,###
Cash and cash equivalents ##,### ##,### #,### (#,###)
Secured bank loans - (###,###) - (###,###)
Trade payables (#,###) (#,###) (#,###) (#,###)
Gross balance sheet exposure ##,### (#,###) #,### (###,###)
## December ####
Impact #n ###s USD Euro GBP
Trade rice#cables ##,### #,### ##,###
Cash and cash emu#v#enets ##,### (#,###) ##,###
Secured bank loans (##,###) - (###,###)
Trade payables (#,###) (#,###) (#,###)
Gross balance sheet exposure (#,###) (###) (# ##,###)
The following s#gm#significant exchange rates apple#ed fur#mg the year
Reporting date spot
Average rate rate
#### #### #### ####
£ £ £ £
Euro #.#### # #### #.#### # i###
USD #.#### # #### #.#### # ####
NOK #.#### - #.#### -
##

Acteon Group L#m#Ted
Regtstered number #######
D#rectors’ report and finance#al statements
## December ####
Notes (continued)
F#nan#al instruments (contmuezb
Sens#t#v#Ty analysis
A # percent strengthening of Sterl#mg aha#nest the following currency#es at ## December would have decreased equity
and profit afire tax by the amounts shown below Th#s analyse#s assumes that all other car#bales, #n particular #interest
rates, ream#n constant The analysts IS performed on the same basis for ####
Balance Income
sheet Statement
Impact in £### (Equity) (Profit
after
tax)
## December ####
Euro (#,###) (###)
USD (#,###) (###)
NOK (#,###) (###)
## December ####
Euro (#,###) (###)
USD (#,###) (###)
A # percent weaken#mg of Sterl#mg aha#nest the above carbuncles at #i December would have had the equal but
opposite effect on the above currency#es to the amounts shown above, on the bas#s that all other car#bales ream#n
constant
Interest rate risk
Profile
Carrymg amount
#### ####
£### £###
Ftxed rate instruments
F#nan#al ##an#l#t#es at ## December - I ##
Variable rate #instruments
F#nan#al ##an#l#t#es at ## December ###,### ###,###
Fa#r value sensitivity analyse#s for fixed rate instruments
The Group has no fixed rate #instruments #n #### and therefore no dens#t#v#Ty analyse#s IS presented
##

Acteon Group L#m#Ted
Reg#steed number #######
Dtrectors’ report and finance#al statements
## December ####
Notes (continued)
Ftnancial instruments (con##nuzzle#
Cash flow dens#t#v#Ty analyse#s for variable rate instruments
A change of ### bas#s po#nets #n #interest rates at the report#mg date would have increased (decreased) equity and
profit by the amounts shown below Th#s analysts assumes that all other car#bales, #n part#Cu#at foreign currency
rates, ream#n constant Tax effects have been ignored The analyse#s IS performed on the same bas#s for ####
Income Balance Sheet
Statement (Equlty)
(Profit)
### BP ### BP ### BP ### HP
Impact m £### #crease dcrease #crease dcrease
## December ####
Varlable rate #instruments (#,###) #,### #,### (#,###)
Cash flow dens#t#v#Ty (#,###) #,### #,### (#,###)
## December ####
Var#an#e rate #instruments (#,###) #,### #,### (#,###)
Cash flow dens#t#v#Ty (#,###) #,### #,### (#,###)
Fair values
Fa#r values versus carrying amounts
The fa#r values of finance#al assets and ##an#l#t#es, together w#Th the carry#mg amounts shown
as follows
#n the balance sheet, are
#### ####
Carrymg Fair Carry#mg Fair
amount value amount value
£### £### £### £###
Trade and other rice#cables ##,### ##,### ##,### ##,###
Cash and cash equivalents ##,### ##,### ##,### ##,###
Secured bank loans (###,###) (###,###) (###,###) (###,###)
F#Nance lease ##an#l#t#es - - (# ##) (# # #)
Trade and other payables (##,###) (##,###) (##,###) (##,###)
(###,###) (###,###) (###,###) (###,###)
The fa#r values of borrowings have been calculated by d#scout#ng expected future cash flows at prevail###mg #interest
rates
Interest rates used for determining fair value
The #interest rates used to discount est#mated cash flows, where applicable, are based on the rates applicable to the
borrowings at the relevant balance sheet date, and were as follows
Loans and borrowings
Leases
#### ####
£### £###
#.#% # #%
- ##%
##

Acteon Group L#m#Ted
Reg#steed number #######
DlfCC\#FS’ report and finance#al statements
## December ####
Notes (contmueaQ
Operating leases
Total amounts payable #n relay#on to non-cancellate opert#ng lease arrangements are, for the unexpired#red per#dos of
such leases, as follows
Land and buildings Other
#### #### #### ####
£### £### £### £###
Unexptred per#OD of the lease
Less than one year #,### ### ### ###
Between one and five years #,### #,### ##i ###
More than five years ##,### #,### - -
##,### ##,### #,### #,###
Operating leases cons#St mainly of property leases for bi#id#nags and storage Sites occupy#ed by the Group
Capital commitments
At #i December #### the Group had entered #not contracts to purchase property, plant and emu#pent ttallness
£l,#l #,### (#### £###,###) in respect of which delivery and settlement was expected to take place #n the
following finance#al year
Contmgent ##an#l#t#es
The Group may, from t#cm to t#me, be subject to claims or proceedings #n the normal course of business Whlle
there can be no assurances the directors be#ebe, based on the #inform#at#on currently available to them, the l#kl#hpod
oaf material outflow of economic benefit IS remote
Parent and ultimate controlling party
The Group IS controlled by FR Acteon Holdtngs L#m#Ted, a company incorporated #n the Cayman Islands
The Group’s ultimate parent company and cult#mate controlling party IS FR X Offshore GP L#m#Ted, a company
incorporated #n the Cayman Islands
##

Acteon Group L#m#Ted
Reg#steed number #######
DIFCCIOFS’ report and finance#al statements
## December ####
Notes (connubial
Related part#es
(a) Transactions w#Th key management personnel
(#) Key management personnel compensation
Key management comprises executive directors and members of the Group Management Commtttee In
add#tion to the#r salaries, the Group also provides non-cash benefits and contributes to a post-employment
defined cont#bit#on plan on the#r behalf
Key management personnel also part#c#pate #n the Group’s share option programme (note ##)
Key management personnel compensate#on comp#sed
Short term employee benefits
Post-employment benefits
Share-based payments
####
£###
#,###
##
##
Total
#,###
Of eh#k ooutstandin#ng at the year end
###
(Ii) Key management personnel and director transactions
BHHMpens#an scheme
####
£###
#,###
I#
###
#,###
##
The Group had transactions w#Th BHHM Pens#on Scheme, an entity associated by common
d#rectors/trustees as follows
Rent charged by BHHM Pens#on Scheme amounted to £###,### (#### £###, ###) The amount ow#mg to
BHHM Pens#on Scheme at ## December #### was £n#l (#### £n#D
Directors 'shareholdings
D#rectors of the Company control ## ##% (#### ## ##%) of the cot#mg shares of the Company
(b) Post-employment benefit plans
The Group operates a post-employment benefit plan as date##ed #n note ##
The Group cont#bouted the follow#mg amounts to defined cont#bit#on plans and had amounts outstanding at
## December each year as follows
Em player Outstandmg at
cont#bunions ## December
#### #### #### ####
£### £### £### £###
Defined cont#bit#on schemes #,### #,###
### ###

Notes (connubial
Related part#es (corn#nu¢#
(c) Other related party transactions
Sales of goods and services
Products and serve#sec provided to
companies controlled by the
ultimate control#ng party on a
commercial arm’s length bas#s
(d) S#gm#significant#aires
#H Offshore Eng#beer#mg L#m#Ted
#H Offshore Inc
#H Offshore Eng#beer#mg Sdn Bhd
Acteon Angola L#m#data
Acteon Intemat#tonal Moorlng Systems Pte L#m#Ted
Acteon Middle East FZE
Aquatic Eng#beer#mg & Construct#on L#m#Ted
Cape Group Pte L#m#Ted
Claxton Eng#beer#mg SCFVICCS L#m#Ted
Conductor Installatlon SCFVICSS L#m#Ted
Fluke Engenhana L#m#data
intermodule Inc
intermodule do Brasll Serv#cos Offsho
re
L#m#data
intermodule L#m#Ted
interact PMTI Inc
intermodule Marme SEYVICCS
IOS intermodule AS
Large D#meter Dr####mg L#m#Ted
MENCK GmbH
Mlrage Machlnes L#m#Ted
Seatromcs L#m#Ted
Seatromcs Inc
Seatromcs Pte L#m#Ted
Team Energy Resources L#m#Ted
de stalactites
Acteon Group L#m#Ted
Reg#steed number #######
D#rectors’ report and finance#al statements
## December ####
Transact#on value Balance outstanding
#### #### #### ####
£### £### £### £###
#,### #,###
Country of
incorporated
England & Wales
USA
Malaysla
Angola
Smgapore
UAE
Scotland
S#vaporize
England & Wales
England & Wales
Braz#l
USA
Braz#l
Scotland
USA
Scotland
Norway
England & Wales
Germany
England & Wales
England & Wales
USA
S#vaporize
England &, Wales
Ownershlp interest %
#### ####
### ###
### ###
### ###
### ###
### ###
### ###
### ###
### ###
### ###
### ###
## ##
### ###
### ###
### ###
## ##
i## ###
### -
### ###
### ###
## ##
## ##
## ##
## ##
### ###
##

Acteon Group L#m#Ted
Reg#steed number #######
D#rectors’ report and finance#al statements
Company balance sheet and notes
prepared under UK GAAP
## December ####
# #

D# rector
Company balance sheet
al ## December ####
Acteon Group L#m#Ted
Reg#steed number #######
s’ report and finance#al statements
## December ####
#### ####
Note £### £### £### £###
Fixed assets
Tang#be ## ## ###
Investments ## ###,### ###,###
###,### ###,###
Current assets
Debtors ## ##,### ##,###
Cash at bank and #n hand ##,### ##,###
##,### ###,###
Creditors: amounts falling due w#thin one
year ## (##,###) (##,###)
Net current assets ##,### ##,###
Total assets less current ###bi##[I€S ###,### ###,###
Creditors: amounts fall#mg due after one ## (###,###) (###,###)
year
Net assets ###,### ###,###
Capital and reserves
Called up share capital ## ##,### # #,###
Share perm#um ## ##,### #,###
Capltal redemption reserve ## #,### #,###
Profit and loss account ## ##,### #,###
Other reserve ## ##,### ##,# ##
Investment revaluation reserve ## ###,### # ##,###
Share opt#on reserve ## ### ###
Shareholders’ funds ## ###,### ###,###
The financial cements were approved by the board of directors on ## March #### and were signed on ##S behalf
by
s
R C Hlgha - Director K F Ovenden - Dlreclor

Acteon Group L#m#Ted
Rcgtstered number #######
DIYCCKOTS, report and finance#al statements
## December ####
Notes to the Company financial statements
Account#mg lop#c#es
The follow#mg account#mg po#l Cl€S have been apple#ed consistently #n dealing w#Th items eh#k are considered
mater#al #n relay#on to the company's finance#al statements
Basis of preparation of finance#al statements
The finance#al statements have been prepared under the h#stir#lac cost convent#on except for certain investments held
at valuation and #n accordance w#Th pap##cab#e account#mg standards
Under section ### of the Companies Act #### the company IS exempt from the require#resent to present IIS own profit
and loss account
Under Flnanctal Reportmg Standard # the company IS exempt from the requirement to prepare a cash flow statement
on the grounds that the Group financial statements Include the company #n IYS cash flow statement
Tangible fixed assets and deprecaet#nation
Tangible fixed assets are stated at cost less deprecaet#at#on Deprec#at#on IS provided at rates calculated to qr#et off the
cost of fixed assets, less the#r est#mated residual value, over the#r expected useful lives on the follow#mg bases
Flxtures and fittings - ##% to ##% star#lg#t line
Investments
Investments are stated either at the lower of cost and net realisable value or at market value at the date where Group
reorganisers have taken place
Foreign currencies
Assets and ##an#l#t#es #n foreign currency#es are translated #not steel#mg at the rates of exchange rule#mg at the balance
sheet date Transact#ons t foregano currency#es are translated #not steel#mg at the rate rule#mg on the date of transaction
Exchange differences are taken #not account #n arr#v#mg at the profit before taxation
Operating leases
Operating lease rentals are charged #n the profit and loss account as incurred
##

Acteon Group L#m#Ted
Reg#steed number #######
D#rectors’ report and finance#al statements
## December ####
Notes to the Company financial statements (continued)
Account#mg lop#c#es (conk#nu¢#
Class##cat#on of finance#al instruments issued by the Company
Follow#mg the adoption of FRS ##, finance#al #instruments #sued by the Company are treated as equity (# e form#mg
part of shareholders’ funds) only to the extent that they meet the follow#mg two cons#t#ons
a) they include no contractual lob#tag#ons upon the Company to led#over cash or other finance#al assets or to
exchange finance#al assets or finance#al ##an#l#t#es w#Th another party under cons#t#ons that are potentially
unfavourable to the Company, and
b) where the #instrument w#ll or may be settled #n the Company’s own equity #instruments, ## IS e#thee a non-
red#vat#be that #includes no lob#tag#on to de##over a variable number of the Company’s own emu#Ty #instruments or
IS a red#vat#be that w#ll be settled by the Company’s exchanging a fixed amount of cash or other finance#al assets
for a fixed number of ##S own equity #instruments
To the extent that Th#s define#t#on ## not met, the proceeds of ISSUE are classified as a finance#al l#an#l#Ty Where the
#instrument so classified takes the legal form of the Company’s own shares, the amounts presented #n these finance#al
statements for called up share capital and share perm#um account exclude amounts #n relay#on to those shares
F#Nance payments associated w#Th finance#al ##an#l#t#es are dealt w#Th as part of #interest payable and s#m#la chares
F#Nance payments associated w#Th finance#al #instruments that are classified as part of shareholders’ funds (see
d#v#sends policy), are dealt w#Th as appropriate#at#ons #n the reconciliation of movements #n shareholders’ funds
Taxation
The charge or red#t for taxation IS based on the profit or loss for the year and takes #not account taxation deferred
because of t#m#mg d#differences between the treatment of canal#n #tens for taxation and account#mg purposes Full
pro#s#on IS made for deferred tax assets and ##an#l#t#es at#s#mg from all t#m#mg d#differences between the recogniz#t#on of
Ga#ms and losses #n the financial statements and recogniz#t#on #n the tax computation#on
A net deferred tax asset IS recogniz#sed only #f#t can be regarded as more ##kyle than not that there w#l# be us#table
taxable profits from W#'#l#'ll#'#€ future reversal of the underlay#mg t#m#mg d#differences can be deducted
Deferred tax assets and ##an#l#t#es are calculated at the tax rates expected to be effective at the t#me the t#m#mg
d#differences are expected to reverse Deferred tax assets and ##an#l#t#es are not discounted
Share-based payments
The Company has adopted FRS ##, Share-based Payments This has been apple#ed to all share opt#on contracts
executed after # November #### eh#k had not vested as at # January ####
The Company operates an emu#Ty-settled share opt#on plan, the Acteon Group Ltd #### Share Optlon Plan, under
eh#k share options have been granted to certain employees The grant date fa#r value of opt#ons granted to
employees IS recogniz#sed as an employee expense, w#Th a corresponding #crease #n emu#Ty, over the expected per#OD
fur#mg eh#k the employees become unconditonal#t#tonally net#t#ed to exec#se the opt#on (vesting) The fa#r value of the
employee share opt#ons, eh#k have a market-based performance cons#t#on, IS measured as at the date of grant us#mg
the Black-Scholes valuator#on model The Monte Carlo method has been adopted #n order to determine the expected
level of vesting Measurement #nuts mclued the GXCTCISE pi#ce of opt#ons, expected volt#l#Ty (based on weighted
average h#stir#c V##all##ft of comparable quoted company#es), est#mated average ##de of the #instruments, expected
d#v#sends, and the r#s-fere #interest rate (based on government bonds)
Pensions
The Company operates a defined cont#bit#on pens#on scheme and the pens#on charge represents the amounts
payable by the company to the fund In respect of the year
D#v#sends
D#v#sends unpin#d at the balance sheet date are only recogniz#sed as a l#an#l#Ty at that date to the extent that they are
appropriate#lately authorised and are no longer at the d#secret#on of the Company Unpatd d#v#sends that do not meet
these c#ter#a are d#closed #n the notes to the finance#al statements
##

Notes to the Company financial statements (continued)
Tang#b#e fixed assets
Cost
At # January ####
Add#t#ons
D#disposals
At ## December ####
Depreciat#on
At # January ####
Charge for year
D#disposals
At ## December ####
Net book value
At ## December ####
At ## December ####
Acteon Group L#m#Ted
Reg#steed number #######
D#rectors’ report and finance#al statements
## December ####
FIXIU red
and fittings
£###
###
##
(#)
###
###
##
(#)
###
##
i##
##

Notes to the Company financial statements (continued)
Investments
Cost or valuation
At # January ####
Add#t#ons
At ## December ####
Acteon Group L#m#Ted
Reg#steed number #######
D#rectors` report and finance#al statements
## December ####
Shares #n
subsidiary
undertaking
£###
###,###
##,###
###,###
Durmg the year the company acquired all the rod#nary share capital floss Offshore Hold#mg AS (note #)
Durmg #### as a result of a Group re organ#sat#on certain #vestments were frontally valued by extremal professional
valuers at market value eh#k has been reflected #n the open#mg cost or valuator#on at # January ####
If valued on a h#stir#c cost basis fixed asset #vestments wold have been stated at £###,###,### (####
£l##,#I#,###)
The company held the follow#mg pi#n#pa# #vestments at ## December
Country of
incorporated
#H Offshore Eng#beer#mg L#m#Ted England & Wales
#H Offshore Inc USA
ZH Offshore Eng#beer#mg Sdn Bhd Malays#a
Acteon Angola Llmltada Angola
intermodule Pte L#m#Ted S#vaporize
Acteon M#d#e East FZE UAE
AQUBYIC Eng#beer#mg & Construction L#m#Ted Scotland
Cape Group Pte L#m#Ted S#vaporize
Claxton Eng#beer#mg Serv#sec L#m#Ted
Conductor Installat#on S€f#C€S L#m#Ted
Fluke Engenharla Llmllada
intermodule Inc
intermodule do Brasll Servlcos Offshore de stalactites
L#m#data
intermodule L#m#Ted
intermodule Marine Serv#sec L#m#Ted
IOS intermodule AS
interact PMTI Inc
Large D#meter Dring-pull L#m#Ted
MENCK GmbH
M#rage Machlnes L#m#Ted
Seatron#Cs L#m#Ted
Seatromcs Inc
Seatron#Cs Pte L#m#Ted
Team Energy Resources Llmlled
* Denotes #Nd#cert ownership#p
England & Wales
England & Wales
Braz#l
USA
Braz#l
Scotland
Scotland
Norway
USA
England & Wales
Germany
England & Wales
England & Wales
USA
S#vaporize
England & Wales
Ownership interest %
#n ordinary shares
### # ####
### # ##
### ###
### ###
### ###
### ###
### ###
### ###
### ###
### I ##
### i##
## ##
### i##
### ###
### ###
### ###
###
## ##
### i##
### ###
## ##
## ##
## ##
## ##
### ###
##

Acteon Group L#m#Ted
Reg#steed number #######
D#rectors’ report and finance#al statements
## December ####
Notes to the Company financial statements (continued)
Debtors
####
£###
Amounts due from Group undertakings ##,###
Other debtors #,###
Prepayments ##
##,###
=
####
£###
##,###
#,###
##
##,###
Other debtors #n#ude £##,### (#### £]#,###) #n respect of a deferred tax asset at#s#mg from t#m#mg d#differences
between book and tax deprecaet#at#on
Creditors: amounts falling due w#Th#n one year
####
£###
Bank loans ##,###
Trade red#tors ###
Amounts owed to Group undertakings ##,###
Other tax and cos#al secure#Ty ##
Other creditors #,###
Accruals and deferred Income ###
##,###
Creditors: amounts falling due after more than one year
####
£###
Bank loans ###,###
###,###
Loans fall due for repayment as follows
####
£###
Wllhln one year ##,###
Between one and two years ##,###
Between two and five years ###,###
###,###
The mature#Ty dates relating to these loans and the applicable #interest rates are shown in note ##
####
£###
##,###
###
# #,###
##
#,###
#,###
##,###
####
£###
###,###
###,###
####
£###
##,###
##,###
###,###
###,###
##

Acteon Group L#m#Ted
Reg#steed number #######
D#rectors’ report and finance#al statements
## December ####
Notes to the Company financial statements (continued)
Share capital
Allotted, called up
and fully paid
No’### £###
At ## December ####
“A” rod#nary shares of £# #i each ###,### #,###
“B” rod#nary shares of£# ## each ###,### #,###
“C” rod#nary shares of £# ## each ##,### ###
#,###,### ##,###
Movements in the year
“A” rod#nary shares of £# ## each
“B” rod#nary shares of £# ## each - -
“C” rod#nary shares of £# ## each - -
“D” rod#nary shares of £# ## each ##,### ###
##,### ###
At ## December ####
“A” rod#nary shares of £# ## each ###,### #,###
“B” rod#nary shares of £# ## each ###,### #,###
“C” rod#nary shares of £# ## each ##,### ###
“D” rod#nary shares of £# ## each ##,### ###
#,###,### ##,###
Durmg the year the Company created a new class of share, “D” rod#nary shares, and #sued ##,###,### for cash
totalling £#,###,### The excess pa#d over the non#al vslue has been credited to the share perm#um account
All shares rank part pass, in all respects, except that any “A” rod#nary shares and any “B” rod#nary shares #n issue
w### confer enhanced cot#mg r#ghats on the#r holders The consent of the majority of the holders of the “A” rod#nary
shares and “B” rod#nary shares IS required #n respect of certain matters Further details of these r#ghats are contained
#n the Company’s A#'I#C#ES of Assoc#at#on and an Investment and Shareholders’ Agreement dated ## July ####
##

Acteon Group L#m#Ted
Reg#steed number #######
DIFCCIOTS’ report and finance#al statements
## December ####
Notes to the Company financial statements (continued)
Reserves
Share Cap#ta# Other Investment Share Profit
premium red empt#on reserve revaluation option and loss
account reserve reserve reserve account
£### £### £### £### £### £###
At # January #### #,### #,### ##,### ###,### ### #,###
Movement #n year #,### - - - ### ##,###
At ## December #### ##,### #,### ##,### ###,### ##i ##,###
The Other reserve arises as a result of d#v#sends received subsequent to a legal entity restructuring project Ne#thee
the Other reserve nor the #under-investment#on reserve are d#stir#butane#e reserves
Reconctltatlon of movements in shareholders’ funds
Shareholders’ funds at # January
Shares issued
Profit for the finance#al year
Cred#treat#ngot share based charges
Shareholders’ funds at ## December
Com fitments
Annual commitments under non-cancellate opert#ng leases are as follows
Operating leases eh#k eexplore
Over five years
Contingent liabilities
#### ####
£### £###
###,### ###,###
#,### -
##,### #,# # #
### ###
###,### ###,###
Land and buildings
#### ####
£### £###
## ##
The Company has a cross guarantee w#Th other Group companies #n respect of Group borrow#nags
Ret#resent benefits
The Company operates a defined cont#bit#on pens#on scheme The pens#on cost charge for the year represents
cont#bit#ons payable by the company to the scheme and amounted to £##,### (#### £##,###) Contr#but#ons
amounting to £#,### (#### £l,###) are payable to the scheme and are #included #n red#tors
##

Acteon Group L#m#Ted
Reg#steed number #######
D#rectors’ report and finance#al statements
## December ####
Notes to the Company financial statements (continued)
Related pa rt#es
The Company was charged rent by BHHM Pension scheme, an net#Ty associate#ates by common directors/trustees,
amount#mg to £##,### (#### £##,###) No amounts were ow#mg to BHHM Pens#on scheme at ## December ####
or ####
Dur#mg the year the Company continued to pro#de funding to interact PMTI Inc, a member of the group Interest,
charged at commercial rates, totalled £##,### (#### £##, ###) #n the year The balance owed to the company at the
year end amounted to £#,# # #,### (#### £###, ###)
##