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Registered Number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report for the year ended 31 December 2025.
Results and dividends The profit for the year after taxation was £1.2m (2024 - £0.1m loss). The net assets of the company at the end of the year were £56.4m (2024 - £51.8m). Business review No dividends (2024 - Nil) were paid to the parent company during the year. The principal activities of the company are owners and operators of Multi-role Vessels (MRVs). The fleet operates in the energy sector and supports fisheries and coastguard inspection and surveillance activities. The MRV design of all our vessels enables them to provide a multi-functional offering including Emergency Response and Rescue Vessel ("ERRV") services, provision of deck and bulk cargo operations, oil spill response, Fire Fighting, Walk-to-Work systems and remote operated vehicle support, features which facilitate diversification into new markets. The company's key financial and other performance indicators during the year were as follows:
Net assets
Net assets at 31 December 2025 are £56.4m, the increase of £4.6m is attributable to shares issued in the year and the profit after tax. Growth and diversification The strategic objective of the company is to continue to grow its footprint in the North Sea and internationally, to target long term contract opportunities and "go green", by continuing to diversify our operations and seek new opportunities in emerging markets. There are significant opportunities within the renewable energy sector and the multi-role capabilities of all our vessels facilitate such further diversification, as evidenced by our growth in the fisheries inspection and surveillance market.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Our fleet is designed to support various offshore activities that facilitate the global energy transition and safeguard marine biodiversity, including offshore wind, fisheries control and maritime surveillance. Our fleet is able to respond to environmental emergencies and promptly launch search and rescue operations to save lives.
Following our successful competitive contract award in FY2022 for the charter of three vessels to undertake fisheries inspection services in international waters throughout Europe and North Atlantic, this sector now represents 37% of group vessel employment and profitability in FY2025. We continue to seek opportunities to increase vessel deployment supporting the varied activities of government agencies. Anticipated demand in our existing core markets combined with new opportunities require investment in new tonnage and the directors are planning a program of further fleet expansion to capitalise on these opportunities. Plans to enhance vessel design are in place to ensure an enlarged fleet continues to be best in class and capable of servicing multiple attractive end markets. The company is in a strong position to grow by investing in new tonnage to target these markets, especially in offshore renewables. With our strong and experienced team and local know-how, we are well positioned to pivot and capture a slice of the fast-growing offshore wind market in the UK.
Principal risks and uncertainties
The management of the business and the execution of the company strategy are subject to a number of risks. The key business risks affecting the core activities of the company are set out below. Risks are reviewed by the Board and appropriate processes put in place to monitor and mitigate them.
Oil and gas price
The worldwide price of oil and gas directly impacts the number of operating and drilling platforms which the company supports. The Board regularly monitors supply and demand patterns, together with the profile and utilisation of the fleet, to maximise earnings potential. This risk also impacts the company's fuel cost of its relief vessel.
Labour market
The availability of sufficient personnel with appropriate skill and experience and our ability to retain those currently employed by the company impacts our ability to achieve growth.
Liquidity risk
The directors manage vessel chartering, cost of operations and working capital in order to meet the company’s financial obligations to stakeholders including employees, suppliers, bankers and shipbuilding yards. Forecasts are prepared to assist management identify liquidity requirements and maintain adequate resources. The company's primary sources of finance are operating cash inflows, bank debt and equity. Bank term loan facilities and equity have been applied to finance vessel acquisitions.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's bank borrowings have interest charges based on SONIA/SOFR. Increases in SONIA/SOFR rates could result in a higher interest charge and reduce profitability. This risk has been mitigated by an interest rate hedging agreement which has fixed the SONIA rate until 31 December 2026.
Competitive risks The ERRV market is competitive although the statutory requirement for ERRV's to be on location during energy sector operations does provide some insulation on demand for ERRV's during periods of reduced activity. The low average age of our fleet provides significant competitive advantages over older vessels. The fleet is fuel efficient, multipurpose and provides environmental benefits. The hybrid power management system on our new vessels is 30% more efficient than vessels built 20 years ago, which provides cost savings to our customers. An environmental benefit from the Tier 3 compatible modern engines would be a reduction in emissions by up to 86% compared to older tonnage. The multi-role capabilities of our vessels include provision of deck and bulk cargo operations, oil spill response, Fire Fighting, Walk-to-Work systems and remote operated vehicle support, features which facilitate diversification into additional activities and new markets. The high level of utilisation achieved reflects the competitive advantages of our fleet. Legislative risk UK legislation in relation to the operation of ERRV's in the UKCS is prescriptive and the company continually ensures that it is compliant in all respects. Future developments Market conditions are improving with overall high ERRV utilisation in UKCS at the present time and there are significant opportunities for our multi-role vessels in attractive, new markets. Accordingly, the directors are confident regarding prospects for the group. Going Concern The directors have prepared detailed long term financial projections. Taking into consideration the net asset value, liquidity, trading prospects and obligations of the company, the directors believe it appropriate to prepare the company financial statements on a going concern basis.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £1,180,779 (2024 - loss £99,914).
Ordinary dividends we paid amounting to £nil (2024: £nil). The directors do not recommend payment of a dividend.
The directors who served during the year were:
There have been no significant events affecting the company since the year end.
The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SENTINEL OFFSHORE VESSELS LIMITED
We have audited the financial statements of Sentinel Offshore Vessels Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of 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 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 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SENTINEL OFFSHORE VESSELS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year 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.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SENTINEL OFFSHORE VESSELS LIMITED (CONTINUED)
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 Auditors' 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙timing and completeness of revenue recognition;
∙compliance with relevant laws and regulations which may impact on the financial statements and those that the company needs to comply with for the purpose of trading;
∙management judgements applied in calculating provisions, and;
∙management override of controls to manipulate the company's key performance indicators to meet targets.
We discussed these risks with client management, designed audit procedures to address these risks including:
∙reviewed internal documentation and correspondence with regulators for evidence or irregularities;
∙testing a sample of sales transactions to source documents and vouching recognition is in the correct period;
∙consideration of the assumptions applied whether the judgements applied in calculation of provisions were appropriate;
∙reviewed areas of judgement and tested a sample of journal entries for indicators of management bias, and;
∙performed analytical procedures to identify any unusual or unexpected relationships which may be an indication of material misstatement due to fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SENTINEL OFFSHORE VESSELS LIMITED (CONTINUED)
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 Auditors' 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.
for and on behalf of
Statutory Auditor
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU
15 May 2026
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 26 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Sentinel Offshore Vessels Limited is a private limited company incorporated in Scotland. The registered office is, 8th Floor, The Exchange 1, 62 Market Street, Aberdeen AB11 5PJ.
2.Accounting policies
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Sentinel Offshore Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff CF14 3UZ.
The directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
The company and wider Group has operated successfully meeting all financial obligations in the current period to date and this has continued in Q1 2026. The Group has prepared long term forecasts and these continue to show significant cash generation and meeting of bank covenants, in the years ending 31 December 2026 and beyond. During the year these facilities have been increased and extended till the end of 2027. These facilities along with further equity injections post year end will enable the company to fund the capital commitments disclosed in Note 20. Therefore, at the time of approving the financial statements the directors have a reasonable expectation that the company and wider 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the Statement of Comprehensive Income so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company 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 company's Balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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 company after the deduction of all its liabilities.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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. Depreciation of vessels Vessels are depreciated over their useful lives. Useful lives are based on management's estimate of the period that the assets will generate revenue, which are reviewed annually for continued appropriateness. Impairment of non-financial assets Where there are indicators of impairment of individual assets, the company performs impairment tests based on fair value less costs to sell or a value in use calculation. The fair value less costs to sell calculation is based on available data from sales transaction in an arm's length transaction on similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the company is not yet committed to or significant future investments that will enhance the asset's performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes. The directors have considered whether or not there were indicators of impairment and concluded that at the balance sheet date none were identified. The assessment included both external sources such as the market conditions, and internal sources such as physical damage and obsolescence. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Recoverability of group receivables The company makes an assessment of the recoverable value of amounts due from fellow group undertakings. When assessing the recoverability of these amounts owed, management considers factors such as the ongoing trading performance of group undertakings.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
The group bank funding is secured by a floating charge over all the assets of the company and there is a cross corporate guarantee between the following group companies: Sentinel Crewing Limited, Cyan Sentinel Limited, Sentinel Offshore Vessels Limited, Sentinel Offshore Vessels 54 Limited, Sentinel Offshore Holdings Limited and Sentinel Offshore Vessels Pte Limited. The cross company guarantee is in respect of total bank indebtedness which at the year end amounted to the value of the bank term loan of £44,567,337 (2024 - £50,654,500).
Bank's funding has 1st marine mortgage securities over all vessels which this company holds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company considers
Throughout the year, the company was controlled by the directors.
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