Company registration number 16086702 (England and Wales)
ANCORA BUYER LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
ANCORA BUYER LIMITED
COMPANY INFORMATION
Directors
Mr R B Sanders
(Appointed 18 November 2024)
Mr O Smith
(Appointed 18 November 2024)
Mr L Tamberlin
(Appointed 20 December 2024)
Ms Z J Bain
(Appointed 14 January 2025)
Mr J Davies
(Appointed 24 March 2025)
Mr R Full
(Appointed 24 March 2025)
Company number
16086702
Registered office
110 Wigmore Street
London
England
W1U 3RW
Auditor
Darnells Audit Limited
3rd Floor
The Forum
Barnfield Road
Exeter
Devon
EX1 1QR
ANCORA BUYER LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 34
ANCORA BUYER LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the period ended 31 March 2025.

Fair Review of the recent historical financial results
The directors of Acora Buyer Group consider that the Key Financial Performance Indicators (KFPI's) are Sales Revenue, Gross Margin, Earnings before Interest, Corporation Tax, Depreciation and Amortisation (EBITDA) adjusted for exceptional items, the Net Assets attributable to the Shareholders Interest together with the available Cash Resources contained therein. Together these KFPI's represent the principal indicators that demonstrate the quality of the trading performance and overall financial strength of the company. An overview of the results, which reflect these performance indicators, for the latest period is given below.
Period
2025
£'000
Ancora Buyer Group (Consolidated figures apportioned for 8 days)
Sales revenue
808
Gross profit
320
Gross margin
39.56%
EBITDA
46
Cash at bank
6,196
Net assets
34
2025
2025
2025
£'000
£'000
£'000
Subsidiaries acquired (full year)
TMS
MPH
HH
Sales revenue
26,216
1,063
10,249
Gross profit
10,738
460
3,276
Gross margin
40.96%
43.27%
31.96%
EBITDA (adjusted to exclude exceptional costs)
4,722
360
2,713
Cash at bank
4,368
87
1,741
Net assets
7,270
440
735

Executive Summary

On 24 March 2025, Ancora Buyer Limited, a holding company capitali s ed with funds managed by Sullivan Street Partners ("SSP"), completed the acquisition of the entire share capital of the Teignmouth Maritime Services Limited ("TMS") its subsidiary Marine Plant Hire (UK) Limited ("MPH"), and the remaining 50% of a Joint Venture Hydro Hesselberg Hydro (UK) Limited ("HH") that was already 50% owned by TMS establishing HH as a fully owned subsidiary of the group.

As part of the transaction, the majority shareholders of the 3 companies acquired —who also comprised the management teams of the three companies—became shareholders in The Ancora Group, ensuring continuity of leadership and strategic alignment under the new ownership structure.

During the course of the transaction, the c ompany (TMS) incurred exceptional costs total l ing £3.48 million. These included legal and advisory fees, as well as non-contractual, discretionary bonuses awarded to key employees to support retention and alignment in the lead-up to completion.

After adjusting for the one-off costs associated with the transaction, the underlying EBITDA of TMS for the year was £4.7 million, providing a clearer picture of core trading performance.

ANCORA BUYER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 2 -

The Current Year

TMS entered FY 20 26 with secured and ongoing contracts tota l ling approximately £11 million. In addition, a further £2.5 million in tenders were at an advanced stage of negotiation. A strong pipeline of submitted bids valued at £17.4 million, in which the c ompany remains confident of success, reflects continued positive market activity. These figures exclude speculative tenders, for which the c ompany does not currently hold a definitive view on the likely outcome.

Overall Performance Review

Despite a modest decline in revenue year-on-year for TMS (down 5.6% on 2024), TMS maintained its gross margin at 40.96%, up slightly from 38.87% in 2024. The headline fall in EBITDA was driven by one-off transaction costs incurred during the sale of the business. Excluding these items, the underlying adjusted EBITDA of £4.7 million presents a more accurate picture of ongoing trading performance.

TMS Net assets decreased to £7.3 million from £7.6 million due to transaction-related outflows and distributions. However, cash at bank remained healthy at £4.7 million.

Disclosure Note – Exceptional Items

The company (TMS) incurred the following exceptional costs during the year ended 31 March 2025 in connection with the sale of the business:

- Legal and professional fees: £400,034

- Staff bonuses (non-contractual, discretionary): £3,075,804

These exceptional costs, total l ing £3,475,838, were excluded from EBITDA to derive the adjusted figure of £4.7 million.

Market Analysis

The UK marine infrastructure sector continues to show strong demand, driven by the need to upgrade port facilities, reinforce coastal defenses, and respond to long-term climate resilience objectives. TMS remained well positioned in this specialist niche, benefiting from their combined technical expertise and diverse client base.

Assessment of principal risks and uncertainties

The group's principal operational risks include the potential cost impact of adverse weather, difficult and unforeseen construction site conditions. Where those risks are capable of being identified at an early stage in the construction programme, the company attempts to introduce strategies to implement controls to minimise the worst effects upon the project concerned. The strategies employed include, an in-depth investigation of the risk and its potential effects, followed wherever possible by the introduction of operational alternatives to manage and mitigate the financial impact, accompanied, whenever possible by resorting, at the pre-contract stage, to less unfavourable terms associated with the project.

The group’s risks also include a reliance upon the underlying financial and commercial strength of both its immediate customer base and the company’s specialist sub-contractors, employed in key support roles in the construction process. This risk is managed by a robust credit control approach.

ANCORA BUYER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 3 -

Operational Risk

Adverse weather and site conditions can affect delivery and margins. These are mitigated through robust tender reviews, contingency planning and experienced project over sight.

Margin Risk

Accurate cost estimation at the bid stage is critical. TMS uses director-led bid reviews, live cost monitoring, and ongoing project reviews to protect profitability.

Economic and Inflationary Risk

T he group mitigates inflation by leveraging strong supplier relationships and securing prices early. Sector diversity also provides resilience during economic downturns.

Labour and Skills Risk

The marine sector faces ongoing challenges in attracting skilled personnel. T he group addresses this through internal training, development pathways, and skills retention incentives.

All companies in the group are currently undertaking a strategic project to enhance its human resources (HR) offering, reflecting the Group’s ongoing commitment to employee development and organisational growth. This initiative encompasses a comprehensive review of current HR systems, policies, and training frameworks, with the objective of identifying opportunities for improvement and modernisation.

A key focus of the project is to provide more structured and personalised support for employees’ individual career journeys, ensuring that development pathways, skills training, and progression opportunities are clearly defined and aligned with both personal and business goals.

In parallel, the initiative is designed to strengthen the group's ability to attract high-calib re talent from outside the Group, by fostering a more competitive, inclusive, and supportive working environment. Enhancing the employee value proposition through improved onboarding, development, and engagement strategies is central to ensuring long-term sustainability and growth.

Supply Chain Risk

Given the frequent fluctuations in steel prices and the volatility of the marine equipment market, the group has implemented a proactive approach to mitigate potential delays and cost increases. This includes early procurement strategies to lock in prices and ensure timely availability of critical materials, as well as the diversification of suppliers to reduce dependency on any single source.

By broadening its supplier base and engaging in forward purchasing where feasible, the group enhances its resilience against market disruptions and price volatility. These measures are part of the Group's wider risk management framework, designed to maintain project timelines, protect margins, and ensure consistent delivery to clients despite challenging market conditions.

H ealth & Safety

The group maintains rigorous safety procedures under the leadership of its Director of Health & Safety, who is responsible for overseeing all aspects of the Group’s health and safety strategy. This robust framework includes regular internal audits to assess compliance and identify areas for improvement, as well as structured committee reviews that facilitate cross-functional input and promote a culture of continuous improvement.

In addition, the Group ensures strict adherence to external health and safety standards by maintaining compliance with relevant accreditations and regulatory requirements. These accreditations are regularly reviewed and updated to reflect best practices within the industry. By embedding safety at every level of its operations, the Group prioritises the wellbeing of its workforce and stakeholders while supporting operational excellence across all projects.

ANCORA BUYER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 4 -

Regulatory & Legislative Risk

The Group maintains compliance with all relevant construction and maritime regulations. The business monitors legislative changes that could impact operational flexibility or cost.

Financial Risk

The Group maintains strong liquidity and uses limited asset-based finance. Performance bonds are selectively used, with no calls made to date. Trade debtors are tightly controlled with director oversight.

Post-Balance Sheet Event – Conversion of Investment in Associate to Investment in Subsidiary

Following the financial period-end, this 50% stake in HH held by Ancora Buyer Limited will be transferred to TMS, establishing HH as a wholly owned subsidiary of TMS.

Analysis of development and performance

The Group remains confident in its medium-term prospects. Market demand is robust, the order book is active, and the business is operationally well-positioned to pursue sustainable growth. Following the transaction, restructured ownership is expected to support further development, investment in systems and infrastructure, and longer-term strategic planning.

Financial instruments
The group's primary financial instruments include Trade debtors, Trade creditors, Intra-group loans and a limited recourse to Asset-Backed Finance, currently utilized for the group's vehicles. In some projects, cash flow can be restricted due to the use of Performance Bonds; however, these bonds have never been called upon. Where allowable the group has opted to essentially self-insure rather than seek a bond from the marketplace. Due to the nature of the financial instruments used by the group, there is little or no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments it employs, is summarised below: Liquidity risk is managed by the Chief Financial Officer monitoring cash flow forecasts and maintaining a balance between available cash resources and payment terms with third party suppliers and other creditors. Trade debtors are managed through the strict control of credit and by the implementation of policies that require appropriate credit checks on both existing and potential new customers. Intra-group loans to group undertakings include a loan made in January 2023 which is secured and bears interest at a fixed rate of 1.5% per annum. All other loans to group undertakings are unsecured and interest-free.

On behalf of the board

Mr R Full
Director
30 October 2025
ANCORA BUYER LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 5 -

The directors present their annual report and financial statements for the period ended 31 March 2025. Information required to be disclosed under Schedule 7 of the Companies Act 2006 is set out in the Strategic Report on page 1-5.

Principal activities

The company was incorporated on 18 November 2024, and was dormant until it acquired the trading businesses on 24 March 2025. The principal activity of the company is that of a holding company. The principal activity of the group is that of marine civil engineering contractors and marine vessel and plant hire specialists.

Results and dividends

The results for the period are set out on page 10. The trading period for the financial statements is 24 March 2025 to 31 March 2025.

No interim ordinary dividends were paid. The directors do not recommend payment of a final ordinary dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr R B Sanders
(Appointed 18 November 2024)
Mr O Smith
(Appointed 18 November 2024)
Mr L Tamberlin
(Appointed 20 December 2024)
Ms Z J Bain
(Appointed 14 January 2025)
Mr J Davies
(Appointed 24 March 2025)
Mr R Full
(Appointed 24 March 2025)
Future developments

The directors remain very optimistic and upbeat as they continue their assertive focus on reducing costs and improving margins, whilst striving to expand the group's operations and maintain turnover in the upcoming financial year.

Statement of directors' responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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

ANCORA BUYER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 6 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr R Full
Director
30 October 2025
ANCORA BUYER LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ANCORA BUYER LIMITED
- 7 -
Opinion

We have audited the financial statements of Ancora Buyer Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's profit for the period then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

ANCORA BUYER LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANCORA BUYER LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentation or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

However, the primary responsibility for the prevention and detection of fraud rests with those charged with governance of the company and management.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group, and determined the most significant are the Health & Safety at Work Act 1974, SOLAS 1974 and the Health & Safety Regulations 1992 & 1999 (as well as FRS102, the Companies Act 2006 and relevant tax compliance regulations in the UK).

We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

We evaluated the conditions in the context of incentives and/or pressure to commit fraud, considering the opportunity to commit fraud and the potential rationalisation of the fraudulent act.

ANCORA BUYER LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANCORA BUYER LIMITED
- 9 -

Based on this understanding, we designed our audit procedures to detect material misstatements in respect of irregularities, including fraud, and to identify non-compliance with the laws and regulations above, as follows:

- Enquiry of management and those charged with governance around actual and potential litigation and claims.

- Enquiry of management in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing compliance with employment, environmental and health and safety legislation.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

- Investigated the rationale behind significant or unusual transactions.

We corroborated our enquiries through inspection of supporting documentation and records, as well as reviewing correspondence with regulatory bodies where available.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Sean Murphy BA FCA (Senior Statutory Auditor)
3 November 2025
For and on behalf of Darnells Audit Limited
Statutory Auditor
3rd Floor
The Forum
Barnfield Road
Exeter
Devon
EX1 1QR
ANCORA BUYER LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2025
- 10 -
8 day Period
ended
31 March
2025
Notes
£
Turnover
3
807,723
Cost of sales
(488,165)
Gross profit
319,558
Administrative expenses
(273,973)
Profit before taxation
45,585
Tax on profit
7
(11,396)
Profit for the financial period
34,189
Profit for the financial period is all attributable to the owner of the parent company.
Total comprehensive income for the period is all attributable to the owner of the parent company.
ANCORA BUYER LIMITED
GROUP BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 11 -
2025
Notes
£
£
Fixed assets
Goodwill
8
28,224,834
Tangible assets
9
6,056,956
34,281,790
Current assets
Stocks
13
40,205
Debtors
14
3,980,637
Cash at bank and in hand
6,196,189
10,217,031
Creditors: amounts falling due within one year
15
(34,452,631)
Net current liabilities
(24,235,600)
Total assets less current liabilities
10,046,190
Creditors: amounts falling due after more than one year
16
(9,250,000)
Provisions for liabilities
Deferred tax liability
19
762,000
(762,000)
Net assets
34,190
Capital and reserves
Called up share capital
21
1
Profit and loss reserves
34,189
Total equity
34,190

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 30 October 2025 and are signed on its behalf by:
30 October 2025
Mr J Davies
Mr R Full
Director
Director
Company registration number 16086702 (England and Wales)
ANCORA BUYER LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 12 -
2025
Notes
£
£
Fixed assets
Investments
10
35,598,154
35,598,154
Current assets
Debtors
14
211,710
Creditors: amounts falling due within one year
15
(26,559,863)
Net current liabilities
(26,348,153)
Total assets less current liabilities
9,250,001
Creditors: amounts falling due after more than one year
16
(9,250,000)
Net assets
1
Capital and reserves
Called up share capital
21
1

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £0.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 30 October 2025 and are signed on its behalf by:
30 October 2025
Mr J Davies
Mr R Full
Director
Director
Company registration number 16086702 (England and Wales)
ANCORA BUYER LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Period ended 31 March 2025:
Profit and total comprehensive income
-
34,189
34,189
Issue of share capital
21
1
-
1
Balance at 31 March 2025
1
34,189
34,190
ANCORA BUYER LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025
- 14 -
Share capital
Notes
£
Period ended 31 March 2025:
Profit and total comprehensive income
-
Issue of share capital
21
1
Balance at 31 March 2025
1
ANCORA BUYER LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2025
- 15 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
25
3,198,670
Investing activities
Purchase of subsidiaries, net of cash acquired
(29,774,913)
Net cash used in investing activities
(29,774,913)
Financing activities
Proceeds from issue of shares
1
Proceeds from borrowings
22,772,431
Proceeds from new bank loans
10,000,000
Net cash generated from financing activities
32,772,432
Net increase in cash and cash equivalents
6,196,189
Cash and cash equivalents at end of period
6,196,189
ANCORA BUYER LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2025
- 16 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
26
1,816,236
Investing activities
Purchase of subsidiaries
(35,598,154)
Net cash used in investing activities
(35,598,154)
Financing activities
Proceeds from issue of shares
1
Proceeds from borrowings
23,781,917
Proceeds from new bank loans
10,000,000
Net cash generated from financing activities
33,781,918
Net increase in cash and cash equivalents
-
Cash and cash equivalents at end of period
-
0
ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
- 17 -
1
Accounting policies
Company information

Ancora Buyer Limited is a private company limited by shares incorporated in England and Wales. The registered office is 110 Wigmore Street, London, England, W1U 3RW.

The group consists of Ancora Buyer Limited and all of its subsidiaries.

1.1
Reporting period

The Group is presenting its financial statements for the period to comply with the requirement of its subsidiary to have publicly available consolidated financial statements at the end of the period. The company was incorporated on 18 November 2024, and became active when it acquired its subsidiary on 24 March 2025.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Ancora Buyer Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The Group recognises revenue from the following major sources:

- Construction contracts

- Marine plant hire

The nature, timing of satisfaction of performance obligations and significant payment terms of the Group's major sources of revenue are as follows:

Revenue from contracts for the provision of construction contracts is recognised by reference to the stage of completion, when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expense recognised that it is probable that will be recovered.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% per annum on a straight-line basis
Plant and equipment
10% per annum on a reducing balance basis
Fixtures and fittings
25% per annum on a straight-line basis
Motor vehicles
25% per annum on a reducing balance basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -
1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 21 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 22 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 23 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Contract values and outcomes

Teignmouth Maritime Services Limited

Valuations which include an estimate of costs to complete and remaining contract revenues are carried out monthly with particular consideration at the year end. These assessments may include a degree of inherent uncertainty when estimating contract profitability and any accruals or provisions for further costs to come that may be required.

At 31 March 2025 the accrual for further costs to come on contracts included in Gross amounts due to contract customers under Creditors falling due within one year totalled £740,641 (: £553,718).

Useful life of vessels, any potential sales value and decommissioning costs

Marine Plant Hire

The company purchases vessels at or nearing the end of their initial useful economic life. The vessels are refurbished, made seaworthy, the cost of these improvements are estimated to have an initial useful economic life of 10 years, each further refurbishment costs will also have a life of 10 years. At the end of the useful economic life the vessels and sales proceeds as scrap are expected to net off with decommissioning costs.

3
Turnover
2025
£
Turnover analysed by class of business
Marine and civil engineering contract services
784,417
Plant hire
23,306
807,723

All the turnover is to UK based customers.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 24 -
4
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
8,500
Audit of the financial statements of the company's subsidiaries (8 day period)
783
9,283
For other services
All other non-audit services (12 months)
40,368

During the period ended 31 March 2025 Darnells provided non audit services of £40,368 to a Group subsidiary, Teignmouth Maritime Services Limited.

5
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2025
2025
Number
Number
Directors
12
6
Operational
64
-
Admin
29
-
Total
105
6

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
162,188
-
0
Social security costs
33,488
-
Pension costs
31,937
-
0
227,613
-
0
6
Directors' remuneration
2025
£
Remuneration for qualifying services
15,017
ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 25 -
7
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
11,396

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2025
£
Profit before taxation
45,585
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
11,396
Taxation charge in the financial statements
11,396
8
Intangible fixed assets
Group
Goodwill
£
Cost
At 18 November 2024
-
0
Additions
28,224,834
At 31 March 2025
28,224,834
Amortisation and impairment
At 18 November 2024 and 31 March 2025
-
0
Carrying amount
At 31 March 2025
28,224,834
The company had no intangible fixed assets at 31 March 2025.
ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 26 -
9
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 18 November 2024
-
0
-
0
-
0
-
0
-
0
Additions
961,403
4,625,111
23,469
446,973
6,056,956
At 31 March 2025
961,403
4,625,111
23,469
446,973
6,056,956
Depreciation and impairment
At 18 November 2024 and 31 March 2025
-
0
-
0
-
0
-
0
-
0
Carrying amount
At 31 March 2025
961,403
4,625,111
23,469
446,973
6,056,956
The company had no tangible fixed assets at 31 March 2025.
10
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
11
-
0
35,598,154
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 18 November 2024
-
Additions
35,598,154
At 31 March 2025
35,598,154
Carrying amount
At 31 March 2025
35,598,154
11
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
11
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Teignmouth Maritime Services Limited
Unit 20 and 22b Dawlish Business Park, Dawlish, Devon. EX7 0NH
Ordinary
100.00
-
Marine Plant Hire (UK) Limited
Unit 20 and 22b Dawlish Business Park, Dawlish, Devon. EX7 0NH
Ordinary
0
100.00
Hesselberg Hydro (UK) Limited
Unit 20, Dawlish Business Park, Dawlish, Devon. EX7 0NH
Ordinary
50.00
50.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Teignmouth Maritime Services Limited
7,269,742
4,590,422
Marine Plant Hire (UK) Limited
439,852
143,608
Hesselberg Hydro (UK) Limited
734,755
2,020,352
12
Financial instruments
Group
Company
2025
2025
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss:
Trade debtors
2,991,657
-
Measured at undiscounted amount receivable:
Trade and other debtors
315,819
1
Carrying amount of financial liabilities
Measured at amortised cost:
Loans payable
(34,918,077)
(33,781,917)
Obligations under hire purchase contracts
(5,621)
-
Measured at undiscounted amount payable:
Trade and other creditors
(2,059,705)
(1,093,641)
13
Stocks
Group
Company
2025
2025
£
£
Finished goods and goods for resale
40,205
-
0
ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 28 -
14
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
1,850,927
-
0
Gross amounts owed by contract customers
1,140,730
-
0
Corporation tax recoverable
30,729
-
0
Other debtors
599,623
211,710
Prepayments and accrued income
358,628
-
0
3,980,637
211,710
15
Creditors: amounts falling due within one year
Group
Company
2025
2025
Notes
£
£
Bank loans
17
750,000
750,000
Obligations under finance leases
18
5,621
-
0
Other borrowings
17
22,772,431
23,781,917
Trade creditors
2,014,300
1,093,641
Gross amounts owed to contract customers
2,145,646
-
0
Corporation tax payable
370,365
-
0
Other taxation and social security
4,559,909
-
Other creditors
45,405
-
0
Accruals and deferred income
1,788,954
934,305
34,452,631
26,559,863

Obligations under finance leases and hire purchase contracts are secured upon the assets acquired.

Included in Gross amounts owed to contract customers are accrued costs to come of £740,641.

The above amounts of other taxation and social security include one off, non recurring items as a result of the sale of Teignmouth Maritime Services Limited totalling £3,890,271.

16
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£
£
Bank loans and overdrafts
17
9,250,000
9,250,000
ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 29 -
17
Loans and overdrafts
Group
Company
2025
2025
£
£
Bank loans
10,000,000
10,000,000
Loans from group undertakings
22,772,431
23,781,917
32,772,431
33,781,917
Payable within one year
23,522,431
24,531,917
Payable after one year
9,250,000
9,250,000

Group and Company

On 25 March 2025 all assets of the company as an acceding chargor have been pledged in a security deed of accession with HSBC UK Bank Plc, and a group company Ancora Midco Limited.

The bank loans above comprise four separate facilities with HSBC. These facilities are repayable within 4 & 5 years, annual interest rates are Sonia + 3% and 3.5%.

The loans from group undertakings above are unsecured, interest free and repayable on demand.

18
Finance lease obligations
Group
Company
2025
2025
£
£
Future minimum lease payments due under finance leases:
Within one year
5,709
-
0
Less: future finance charges
(88)
-
0
5,621
-
0

Finance lease payments represent rentals payable by the group for certain items of plant and machinery and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2025
Group
£
Accelerated capital allowances
762,000
The company has no deferred tax assets or liabilities.
ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
19
Deferred taxation
(Continued)
- 30 -
Group
Company
2025
2025
Movements in the period:
£
£
Asset at 18 November 2024
-
-
Other - on acquisition of subsidiaries
762,000
-
Liability at 31 March 2025
762,000
-

The deferred tax liability set out above is expected to reverse over the life of the related fixed assets.

20
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
13,993

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1
1
ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 31 -
22
Acquisition of a business

On 24 March 2025 the group acquired 100% percent of the issued capital of Teignmouth Maritime Services Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
48,557
(48,557)
-
Property, plant and equipment
3,920,635
2,100,002
6,020,637
Investments
3,088,285
(3,088,285)
-
Inventories
40,205
-
40,205
Trade and other receivables
6,319,059
-
6,319,059
Cash and cash equivalents
5,119,924
(2)
5,119,922
Obligations under finance leases
(5,621)
-
(5,621)
Trade and other payables
(4,879,497)
-
(4,879,497)
Tax liabilities
(4,855,844)
-
(4,855,844)
Deferred tax
(752,920)
-
(752,920)
Total identifiable net assets
8,042,783
(1,036,842)
7,005,941
Goodwill
25,193,864
Total consideration
32,199,805
The consideration was satisfied by:
£
Cash
32,199,805
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
695,410
Profit after tax
29,435

The net assets acquired were 100% of Teignmouth Maritime Services Limited, 100% of Marine Plant Hire (UK) Limited, and 50% of Hesselberg Hydro (UK) Limited.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
22
Acquisition of a business
(Continued)
- 32 -

On 24 March 2025 the group acquired 50% percent of the issued capital of Hesselberg Hydro (UK) Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
36,319
-
36,319
Trade and other receivables
261,159
-
261,159
Cash and cash equivalents
703,317
-
703,317
Trade and other payables
(462,867)
-
(462,867)
Tax liabilities
(161,471)
-
(161,471)
Deferred tax
(9,080)
-
(9,080)
Total identifiable net assets
367,377
-
367,377
Goodwill
3,030,972
Total consideration
3,398,349
The consideration was satisfied by:
£
Cash
3,398,349
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
112,313
Profit after tax
4,755

The net assets acquired were 50% of Hesselberg Hydro (UK) Limited

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 33 -
23
Operating lease commitments

The below leases expiring within 12 months relate to 4 properties used for parking, storage, and accommodation on short term leases with a related party Teignmouth Maritime & Property Holdings Limited, the former parent company of Teignmouth Marine Services Limited.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2025
£
£
Within one year
345,600
-
Between two and five years
3,600
-
349,200
-
24
Controlling party

The immediate parent company is Ancora Midco Limited, a company incorporated in England & Wales. The ultimate parent company of Ancora Buyer Limited is Ancora Investco Limited, a company incorporated in England & Wales.

The largest group in which the results of this group will be consolidated is headed by Ancora Investco Limited, which will prepare its first consolidated financial statements for the period ended 31 March 2026.

25
Cash generated from group operations
2025
£
Profit after taxation
34,189
Adjustments for:
Taxation charged
11,396
Movements in working capital:
Decrease in debtors
2,599,581
Increase in creditors
553,504
Cash generated from operations
3,198,670

Purchase of subsidiary undertakings

Details of the net assets acquired, the goodwill arising and the consideration given on the purchase of the subsidiary undertakings in the period are set out in note 22 to the financial statements.

ANCORA BUYER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 34 -
26
Cash generated from operations - company
2025
£
Profit after taxation
-
Movements in working capital:
Increase in debtors
(211,710)
Increase in creditors
2,027,946
Cash generated from operations
1,816,236
27
Analysis of changes in net debt - group
18 November 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
-
6,196,189
6,196,189
Borrowings excluding overdrafts
-
(32,772,431)
(32,772,431)
Obligations under finance leases
-
(5,621)
(5,621)
-
(26,581,863)
(26,581,863)
28
Analysis of changes in net debt - company
18 November 2024
Cash flows
31 March 2025
£
£
£
Borrowings excluding overdrafts
-
(33,781,917)
(33,781,917)
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