Company No: 15311292 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Mr E Arias (Appointed 27 November 2023)
	Mr J Harrison (Appointed 27 November 2023)

REGISTERED OFFICE	Wey Court West
	Union Road
	Farnham
	England
	GU9 7PT
	United Kingdom

COMPANY NUMBER

15311292 (England and Wales)

ACCOUNTANT	Shaw Gibbs Limited
	Wey Court West
	Union Road
	Farnham
	Surrey
	GU9 7PT

	Note	31.12.2024
		£
Current assets
Debtors	3	687,329
Investments	4	2,124,150
Cash at bank and in hand	5	10,893
		2,822,372
Creditors: amounts falling due within one year	6	( 318,911)
Net current assets		2,503,461
Total assets less current liabilities		2,503,461
Net assets		2,503,461
Capital and reserves
Called-up share capital	7	25,270
Share premium account		2,501,687
Profit and loss account		( 23,496 )
Total shareholder's funds		2,503,461

For the financial period ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of SEIPAN HOLDINGS LIMITED (registered number: 15311292) were approved and authorised for issue by the Board of Directors on 18 September 2025. They were signed on its behalf by:

Mr J Harrison Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period, unless otherwise stated.

General information and basis of accounting

SEIPAN HOLDINGS LIMITED (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is , Wey Court West, Union Road, Farnham, England, GU9 7PT, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date of €1.21 to £1.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Investments in associated undertakings

Investments in associated undertakings are stated at cost less any provision for impairment where applicable.

2. Employees

	Period from 27.11.2023 to 31.12.2024
	Number
Monthly average number of persons employed by the Company during the period, including directors	2

3. Debtors

	31.12.2024
	£
Other debtors	687,329

Other debtors above represents amounts receivable from associated entities.

4. Current asset investments

	31.12.2024
	£
Other investments – at cost less impairment	2,124,150

5. Cash and cash equivalents

	31.12.2024
	£
Cash at bank and in hand	10,893

6. Creditors: amounts falling due within one year

	31.12.2024
	£
Amounts owed to directors	216
Other loans	318,695
	318,911

Other loans above represents a loan to the company from Mr J. Garel-Jones. It is unsecured loan and is repayable within 12 months of the balance sheet date (unless extended), with interest being accrued at 5% per annum. Mr. Garel- Jones was a beneficiary of an executive pension scheme at the company where he is a director, which held 3.1% of the shares in Caribbean Opportunities Limited, the ultimate controlling entity of the company.

7. Called-up share capital

	31.12.2024
	£
Allotted, called-up and fully-paid
2,526,957 Ordinary shares of £ 0.01 each	25,270

The company was incorporated on 23rd November 2023 with an issued share capital of 1,000,000 Ordinary shares of £0.01 each, issued at par. On 31st December 2023 the company issued a further 1,526,957 Ordinary shares of £0.01 each for a total consideration of £2,516,957. The consideration was settled via the transfer of a shareholding in The Island Rum Company AS and a loan to an unrelated party with a total nominal value of £2,516,957.

8. Related party transactions

Transactions with owners holding a participating interest in the entity

During the period under review Mr. J. Garel-Jones made a loan to the company of £321,129. Mr. Garel-Jones's wife, Mrs A. Garel-Jones, was a shareholder in Caribbean Opportunities Limited with 15.66% of the participating shares. Mr Garel-Jones is a beneficiary of an executive pension scheme at the company where he is a director, which held a further 3.07% of the shares in Caribbean Opportunities Limited. Since 28 March 2025, they hold the same percentages in Seipan Holdings Limited, held in the name Vestra Nominees Limited.

9. Events after the Balance Sheet date

The loan to an unrelated party referred to in Note 7 above, was assigned by the company to a related party of The Island Rum Company AS, Island Rum Brands SL (a Spanish company) in May 2024 and was repaid by the unrelated party via a deposit placed in escrow with a Spanish financial institution in favour of Island Rum Brands. Simultaneously, the Company signed a new loan agreement with Island Rum Brands for this amount, which had an outstanding balance of £559,007 at the balance sheet date. In June 2025, the loan was unwound at the request of Island Rum Brands and, at the date of the statements, was in the process of being transferred into an escrow account with another related party, TDTMatcon, Exportacao e Importacao Ltda (a Brazilian company), which the directors co-founded at Seipan Ltd, the Company's previous controlling entity, and in which they and Mr Garel-Jones have an indirect interest in 32% of its share capital.

At the balance sheet date, the Company had a loan outstanding to The Island Rum Company AS with a balance of £128,322. This was due to a delay in registration at the Oslo Company Register of a share subscription, originally approved in December 2024, which had to be re-booked as a shareholder loan prior to its conversion into shares in February 2025.

10. Ultimate controlling party

Parent Company:

Caribbean Opportunities Limited

c/o Trident Trust Company (Cayman) Limited One Capital Place PO Box 847 George Town Grand Cayman KY1-1103 Cayman Islands