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| Registered number: 02461275
PANTAENIUS UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2025
PANTAENIUS UK LIMITED REGISTERED NUMBER:02461275 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets |  |  | 1 |  | 1
Tangible assets | 5 |  | 171,535 |  | 144,329
|  |  | 171,536 |  | 144,330
Current assets |  |  |  |  |
Stocks |  | 24,151 |  | 24,878 |
Debtors: amounts falling due within one year | 7 | 2,126,057 |  | 1,855,452 |
Cash at bank and in hand | 8 | 1,688,448 |  | 1,891,356 |
|  | 3,838,656 |  | 3,771,686 |
Creditors: amounts falling due within one year | 9 | (1,277,669) |  | (1,311,359) |
Net current assets |  |  | 2,560,987 |  | 2,460,327
Total assets less current liabilities |  |  | 2,732,523 |  | 2,604,657
Provisions for liabilities |  |  |  |  |
Deferred taxation | 10 | (37,964) |  | (30,848) |
Provisions | 11 | (31,033) |  | (27,674) |
|  |  | (68,997) |  | (58,522)
Net assets |  |  | 2,663,526 |  | 2,546,135
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 50,000 |  | 50,000
Profit and loss account |  |  | 2,613,526 |  | 2,496,135
Equity attributable to owners of the parent Company |  |  | 2,663,526 |  | 2,546,135
Page 1
PANTAENIUS UK LIMITED REGISTERED NUMBER:02461275 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the consolidated statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Michael David Wimbridge
Director
Date: 23 March 2026
The notes on pages 5 to 16 form part of these financial statements. Page 2
PANTAENIUS UK LIMITED REGISTERED NUMBER:02461275 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 157,460 |  | 127,474
Investments | 6 |  | 1 |  | 1
|  |  | 157,461 |  | 127,475
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 2,557,154 |  | 2,289,469 |
Cash at bank and in hand | 8 | 1,542,096 |  | 1,781,232 |
|  | 4,099,250 |  | 4,070,701 |
Creditors: amounts falling due within one year | 9 | (1,261,436) |  | (1,277,184) |
Net current assets |  |  | 2,837,814 |  | 2,793,517
Total assets less current liabilities |  |  | 2,995,275 |  | 2,920,992
Provisions for liabilities |  |  |  |  |
Deferred taxation | 10 | (34,445) |  | (26,634) |
Provisions | 11 | (31,033) |  | (27,674) |
|  |  | (65,478) |  | (54,308)
Net assets |  |  | 2,929,797 |  | 2,866,684
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 50,000 |  | 50,000
Profit and loss account brought forward |  | 2,816,684 |  | 2,156,631 |
Profit for the year |  | 563,113 |  | 660,053 |
Dividends paid |  | (500,000) |  | - |
Profit and loss account carried forward |  |  | 2,879,797 |  | 2,816,684
|  |  | 2,929,797 |  | 2,866,684
Page 3
PANTAENIUS UK LIMITED REGISTERED NUMBER:02461275 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025 The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the consolidated statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Michael David Wimbridge
Director
Date: 23 March 2026
The notes on pages 5 to 16 form part of these financial statements. Page 4
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Pantaenius UK Limited is a private company limited by shares registered in England and Wales, registered number 02461275. The registered office address C/o Pantaenius UK Limited, Marine Building, 1 Queen Anne Place, Plymouth, Devon, PL4 0FB . 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. Page 5
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Commission Turnover is primarily commission received in respect of insurance broking work. Turnover is deferred where amounts have been invoiced, but where these relate to services to be provided in future periods. A provision is included in the accounts for an estimate of commission that may need to be refunded in respect of policies that are subsequently cancelled. Profit Share Addtional revenue is earned through profit-sharing agreements with insurance carriers in respect of services provided in previous periods. This is recognised when the receivable can be reliably estimated. Claims Handling Turnover also includes net invoiced sales regarding marine claims services. Claims handling costs are measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Fees are recognised when the right to consideration has arisen through the performance of each assignment undertaken. Consideration accrues as the assignment progresses by reference to the value of the work performed.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Page 6
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 7
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | between 10% and 20% straight line
|  |  |  | Motor vehicles | - | 13% straight line
|  |  |  | Fixtures and fittings | - | 8% straight line
|  |  |  | Office equipment | - | between 13% and 20% straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.11 | Work in progress
Work in progress represents the value of costs incurred in respect of claims work that has not been invoiced, or claims that have not been settled, at the balance sheet date.
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment.
| 2.13 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.14 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 8
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.16 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 9
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgments and estimates. These items in the financial statements where these judgmental and estimates have been made include: Tangible fixed assets and depreciation Tangible fixed assets are capitalised, classified as assets on the statement of financial position and depreciated over their useful lives in accordance with the policies above. The Group establishes a reliable estimate of the useful life of tangible fixed assets based on a variety of factors such as the expected use of the acquired assets, and the expected date that replacement will be required. Management charges Recharges in respect of services provided by the Group's ultimate parent company are estimated based on budgeted costs and turnover for the financial year.
4. | Employees
| The average monthly number of employees, including directors, during the year was 27 (2024: 28).
Page 10
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Tangible fixed assets
| Group
|  | Plant and machinery | Motor vehicles | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £
| COST OR VALUATION |  |  |  |  |
| At 1 January 2025 | 94,659 | 20,905 | 82,778 | 71,922 | 270,264
| Additions | 106,396 | - | 77 | 10,086 | 116,559
| Disposals | (81,500) | (183) | - | - | (81,683)
| At 31 December 2025 | 119,555 | 20,722 | 82,855 | 82,008 | 305,140
| DEPRECIATION |  |  |  |  |
| At 1 January 2025 | 30,891 | 5,347 | 45,838 | 43,859 | 125,935
| Charge for the year on owned assets | 13,026 | 2,694 | 5,451 | 12,344 | 33,515
| Disposals | (25,662) | (183) | - | - | (25,845)
| At 31 December 2025 | 18,255 | 7,858 | 51,289 | 56,203 | 133,605
| NET BOOK VALUE |  |  |  |  |
| At 31 December 2025 | 101,300 | 12,864 | 31,566 | 25,805 | 171,535
| At 31 December 2024 | 63,768 | 15,558 | 36,940 | 28,063 | 144,329
Page 11
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 5.Tangible fixed assets (continued)
| Company
|  | Plant and machinery | Motor vehicles | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £
| COST OR VALUATION |  |  |  |  |
| At 1 January 2025 | 90,051 | 20,722 | 65,178 | 71,922 | 247,873
| Additions | 106,396 | - | 77 | 10,086 | 116,559
| Disposals | (81,500) | - | - | - | (81,500)
| At 31 December 2025 | 114,947 | 20,722 | 65,255 | 82,008 | 282,932
| DEPRECIATION |  |  |  |  |
| At 1 January 2025 | 29,022 | 5,164 | 42,354 | 43,859 | 120,399
| Charge for the year on owned assets | 13,011 | 2,694 | 2,686 | 12,344 | 30,735
| Disposals | (25,662) | - | - | - | (25,662)
| At 31 December 2025 | 16,371 | 7,858 | 45,040 | 56,203 | 125,472
| NET BOOK VALUE |  |  |  |  |
| At 31 December 2025 | 98,576 | 12,864 | 20,215 | 25,805 | 157,460
| At 31 December 2024 | 61,029 | 15,558 | 22,824 | 28,063 | 127,474
Page 12
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| COST OR VALUATION |
| At 1 January 2025 | 1
| At 31 December 2025 | 1
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Marine Claims Service Limited | Marine Building, 1 Queen Anne place, Plymouth, Devon, PL4 0FB | Ordinary | 100%
7. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 323,326 | 148,416 | 323,326 | 148,416
| Amounts owed by group undertakings | 1,149,174 | 1,136,054 | 1,580,274 | 1,570,071
| Other debtors | 103,514 | 66,270 | 103,511 | 66,270
| Prepayments and accrued income | 550,043 | 504,712 | 550,043 | 504,712
|  | 2,126,057 | 1,855,452 | 2,557,154 | 2,289,469
| The amounts shown in debtors relating to amounts owed by group undertakings represent balances owed by entities in the wider international group. These entities are not included in these consolidated accounts.
Page 13
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 1,688,448 | 1,891,356 | 1,542,096 | 1,781,232
|  | 1,688,448 | 1,891,356 | 1,542,096 | 1,781,232
9. | Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 779,184 | 618,286 | 779,184 | 618,286
| Amounts owed to group undertakings | 1 | 1 | 1 | 1
| Corporation tax | - | 241,619 | - | 225,450
| Other taxation and social security | 38,877 | 42,859 | 32,869 | 39,100
| Other creditors | 27,125 | 20,407 | 27,125 | 18,697
| Accruals and deferred income | 432,482 | 388,187 | 422,257 | 375,650
|  | 1,277,669 | 1,311,359 | 1,261,436 | 1,277,184
| The amounts shown in creditors relating to amounts owed to group undertaking represent balances owed to entities in the wider international group. These entities are not included in these consolidated accounts.
Page 14
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (30,848)
| Charged to profit or loss | (7,116)
| AT END OF YEAR | (37,964)
| Company
|  | 2025
|  | £
| At beginning of year | (26,634)
| Charged to profit or loss | (7,811)
| AT END OF YEAR | (34,445)
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accelerated capital allowances | (37,964) | (30,848) | (34,445) | (26,634)
|  | (37,964) | (30,848) | (34,445) | (26,634)
11. | Provisions
| Group and Company
|  | Cancellations provision
|  | £
| At 1 January 2025 | 27,674
| Charged to profit or loss | 31,033
| Released in year | (27,674)
| AT 31 DECEMBER 2025 | 31,033
Page 15
PANTAENIUS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Contingent liabilities
The Company is currently involved in an ongoing legal proceeding related to an unfair dismissal claim filed by a former employee. While the outcome of this litigation is uncertain, based on legal advice, the Company may be liable for potential compensation payments and legal costs if the claim is successful. The potential financial impact of this claim cannot be reliably estimated at this time.
13. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £48,412 (2024: £43,817). There were no contributions payable to the fund at the reporting date (2024: £Nil).
14. | Related party transactions
| The Company has taken advantage of the exemption under paragraph 33.1A of FRS 102 not to disclose transactions with fellow subsidiaries under common ownership and transactions between group companies.
15. | Controlling party
The ultimate parent undertaking is Pantaenius Holding GmbH, a company registered in Germany. Consolidated accounts are prepared by the ultimate parent company, incorporating Pantaenius UK Limited and Marine Claims Service Limited, however these are not publicly available.
16. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 23 March 2026 by Nathan Coughlin BSc FCA (Senior statutory auditor) on behalf of Bishop Fleming Audit Limited.
Page 16