Wosa Limited

	Page
Company Information	1
Strategic Report	2
Directors' Report	3—5
Consolidated Statement of Income and Retained Earnings	6
Consolidated Statement of Financial Position	7—8
Company Statement of Financial Position	9—10
Notes to the Financial Statements	11—26

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Wosa Limited

Strategic Report

For The Year Ended 31 August 2025

Strategic Report

The directors present their strategic report for the year ended 31 August 2025.

Exemption from preparing a strategic report

The company is entitled to the exemption from the requirement to prepare a strategic report under section 414B of the Companies Act 2006 on the grounds that it qualifies as a small company. The directors have therefore chosen not to prepare a strategic report for the year ended 31 August 2025.

On behalf of the board

Mr Antonio Del Gaizo

Director

27/05/2026

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Wosa Limited

Company No. 07367402

Directors' Report For The Year Ended 31 August 2025

Directors' Report

The directors present their report and the financial statements for the year ended 31 August 2025.

Principal Activity

The group consists of Wosa Limited as the ultimate UK parent company together with its subsidiaries. The Italian subsidiary Wosa Limited SRL, incorporated in Italy and wholly owned by the group throughout both periods presented, is the primary operating entity and provides yacht refit and survey services principally from its base in Viareggio, Italy. Wosa Limited SRL owns two further subsidiaries: Harbour SRL, an Italian property holding company, and until 16 January 2025, Yacht Spot SRL, an Italian property letting company. The Spanish subsidiary Wosa Yacht Refit-Survey SL provides yacht survey and coordination services and was 75% owned by the group throughout the comparative period, increasing to 100% during the current year as described below. The UK parent company undertakes certain survey and consultancy activities directly and acts as the group's holding and licensing entity.

Changes to group structure during the year:

On 16 January 2025 the Italian subsidiary disposed of its 100% interest in Yacht Spot SRL to Filippo Calcaterra, a director and shareholder of the company, for consideration of €100,000. Yacht Spot SRL is now in liquidation. The results of Yacht Spot SRL from 1 September 2024 to the date of disposal are included in the consolidated results for the year and a loss on disposal of £57,631 has been recognised.

On 10 July 2025 the group acquired the remaining 25% interest in Wosa Yacht Refit-Survey SL from Filippo Calcaterra for consideration of €7,400, bringing the group's ownership to 100%. This has been treated as an equity transaction with no goodwill or gain or loss recognised.

On 7 February 2025 Nala Società Semplice was admitted as a 50% shareholder of Wosa Limited following the issue of new ordinary shares at a premium. Prior to this date Filippo Calcaterra was the sole shareholder of Wosa Limited.

During the year Harbour SRL changed its statutory accounting reference date from 31 December to 31 August, aligning it with the group year end. Although Harbour SRL’s Italian statutory accounts for the current year cover a shortened period from 1 January 2025 to 31 August 2025, the consolidated financial statements include Harbour SRL’s results for the full group reporting period from 1 September 2024 to 31 August 2025, derived from its underlying accounting records.

Future Developments

The directors intend to continue developing the group's refit and survey operations in Italy and Spain. Following the disposal of Yacht Spot SRL and the acquisition of the former Yacht Spot properties by Harbour SRL during the year, the group's property portfolio is now consolidated within Harbour SRL. The directors anticipate that the Italian subsidiary will continue to benefit from strong demand in the superyacht refit market and expect the group to deliver continued growth in turnover in the year ending 31 August 2026.

Dividends

The directors do not recommend the payment of a dividend in respect of the year ended 31 August 2025 (comparative period ended 31 August 2024: nil).

Political Donations and Expenditure

The group made no political donations and incurred no political expenditure during the year (comparative period: nil).

Financial Instruments

The group's financial instruments comprise cash and cash equivalents, trade debtors, trade creditors and borrowings. The group does not use derivative financial instruments for speculative purposes.

The group's primary financial risk is currency risk arising from its operations in Italy and Spain, which are conducted in euros. The group is exposed to fluctuations in the euro to sterling exchange rate on the translation of overseas results and net assets into sterling for consolidation purposes, and on the settlement of euro-denominated transactions in the UK parent company. The group manages this risk by holding significant euro-denominated cash balances and by natural hedging of euro income and costs within its Italian and Spanish operations.

Credit risk arises principally from trade debtors in the Italian subsidiary. The group's clients are predominantly superyacht owners and managers, and the group manages credit risk through contractual payment terms, retention of work in progress pending payment, and active debtor management. The Italian subsidiary holds an interest rate swap to manage its exposure to floating interest rates on its mortgage borrowings. The swap is measured at fair value at each balance sheet date and generated net income of £7,684 during the year (period ended 31 August 2024: £10,220).

Liquidity risk is managed by maintaining adequate cash reserves. The group held cash and cash equivalents of £5,977,937 at 31 August 2025 (31 August 2024: £1,440,911).

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Wosa Limited

Directors' Report (continued)

For The Year Ended 31 August 2025

Directors

The directors who held office during the year were as follows:

Mr Filippo Calcaterra
Mr Stefano De Vivo	Appointed	31/01/2025
Prof. Filippo De Vivo	Appointed	31/01/2025
Mr Antonio Del Gaizo
Mr Alberto Calcaterra	Resigned	31/01/2025
Mrs Lucia Menicanti	Resigned	31/01/2025

Post Balance Sheet Events

Subsequent to the balance sheet date, in March 2026 the mortgage loan previously guaranteed by the group under a fideiussione arrangement in favour of Yacht Spot SRL was transferred to Filippo Calcaterra personally. Mr Calcaterra is personally meeting the monthly repayments and the outstanding balance at April 2026 was €796,000. The directors consider that, following this transfer, the likelihood of the guarantee being called upon is remote.

Employees

The group employed an average of 20 employees during the year across its UK, Italian and Spanish operations, the majority of whom are employed by the Italian subsidiary Wosa Limited SRL. The group is committed to the fair treatment of all employees and to providing a safe and supportive working environment. The group communicates regularly with employees on matters affecting the business and takes account of employee views in decision making.

Branches Outside the UK

The group operates through branches and subsidiaries in Italy and Spain.

Statement of Directors' Responsibilities

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 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 company and the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies 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 and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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Wosa Limited

Directors' Report (continued)

For The Year Ended 31 August 2025

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

On behalf of the board

Mr Antonio Del Gaizo

Director

27/05/2026

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Wosa Limited

Consolidated Statement of Income and Retained Earnings

For The Year Ended 31 August 2025

Consolidated Statement of Income and Retained Earnings

		31 August 2025	31 August 2024
	Notes	£	£
TURNOVER	3	16,547,745	5,255,529
Cost of sales		(11,419,058 )	(3,964,352 )

GROSS PROFIT		5,128,687	1,291,177

Administrative expenses		(2,147,091 )	(1,487,154 )
Other operating income		61,871	39,169
Other operating expenses		(57,631 )	-

OPERATING PROFIT/(LOSS)		2,985,836	(156,808 )
Other interest receivable and similar income	6	240,273	17,646
Interest payable and similar charges		(27,420 )	(37,992 )

PROFIT/(LOSS) BEFORE TAXATION		3,198,689	(177,154 )
Tax on Profit/(loss)	7	(1,022,386 )	(43,990 )

PROFIT/(LOSS) AFTER TAXATION BEING PROFIT/(LOSS) FOR THE FINANCIAL YEAR		2,176,303	(221,144 )

Profit/(loss) attributable to:
Owners of the parent		2,177,097	(220,862)
Non-controlling interest		(794)	(282)

		2,176,303	(221,144 )

RETAINED EARNINGS
As at 1 September 2024		4,487,144	4,669,373
Prior year adjustment		-	38,633
As at 31 August 2025		6,663,552	4,487,144

The notes on pages 11 to 26 form part of these financial statements.

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Wosa Limited

Consolidated Statement of Financial Position

As At 31 August 2025

Consolidated Statement of Financial Position

Registered number: 07367402

		31 August 2025		31 August 2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	9		229,894		243,072
Tangible Assets	10		1,043,395		2,414,413
Investments	11		216,863		336,863

			1,490,152		2,994,348
CURRENT ASSETS
Stocks	12	39,742		184,752
Debtors	13	6,135,902		7,039,035
Cash at bank and in hand		5,977,937		1,440,911

		12,153,581		8,664,698
Creditors: Amounts Falling Due Within One Year	14	(5,275,901 )		(6,727,131 )

NET CURRENT ASSETS (LIABILITIES)			6,877,680		1,937,567

TOTAL ASSETS LESS CURRENT LIABILITIES			8,367,832		4,931,915

Creditors: Amounts Falling Due After More Than One Year	15		(33,482 )		(871,995 )

PROVISIONS FOR LIABILITIES
Provisions For Charges	18		(108,048 )		(80,783 )
Deferred Taxation	17		(5,888 )		(33,016 )

NET ASSETS			8,220,414		3,946,121

CAPITAL AND RESERVES
Called up share capital	19		1,300		1
Share premium account			2,036,784		-
Consolidation Reserve			(534,785 )		(534,785 )
Other reserves			53,563		(12,721 )
Income Statement			6,663,552		4,487,144

Equity attributable to owners of the parent			8,220,414		3,939,639
Non-controlling interest			-		6,482

TOTAL EQUITY			8,220,414		3,946,121

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Wosa Limited

Consolidated Statement of Financial Position (continued)

As At 31 August 2025

For the year ending 31 August 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

On behalf of the board

Mr Antonio Del Gaizo

Director

27/05/2026

The notes on pages 11 to 26 form part of these financial statements.

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Wosa Limited

Company Statement of Financial Position

As At 31 August 2025

Company Statement of Financial Position

Registered number: 07367402

		31 August 2025		31 August 2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	10		141,119		133,479
Investments	11		679,701		793,370

			820,820		926,849
CURRENT ASSETS
Debtors	13	3,438,922		2,542,843
Cash at bank and in hand		2,118,506		234,156

		5,557,428		2,776,999
Creditors: Amounts Falling Due Within One Year	14	(265,598 )		(242,625 )

NET CURRENT ASSETS (LIABILITIES)			5,291,830		2,534,374

TOTAL ASSETS LESS CURRENT LIABILITIES			6,112,650		3,461,223

PROVISIONS FOR LIABILITIES
Deferred Taxation	17		(34,996 )		(33,016 )

NET ASSETS			6,077,654		3,428,207

CAPITAL AND RESERVES
Called up share capital	19		1,300		1
Share premium account			2,036,784		-
Income Statement			4,039,570		3,428,206

SHAREHOLDERS' FUNDS			6,077,654		3,428,207

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Wosa Limited

Company Statement of Financial Position (continued)

As At 31 August 2025

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 611,364 (2024: £ 196,161 profit).

For the year ending 31 August 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.

On behalf of the board

Mr Antonio Del Gaizo

Director

27/05/2026

The notes on pages 11 to 26 form part of these financial statements.

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Wosa Limited

Notes to the Financial Statements

For The Year Ended 31 August 2025

Notes to the Financial Statements

1. General Information

Wosa Limited is a private company, limited by shares, incorporated in England & Wales, registered number 07367402 . The registered office is Sugarford House, 46 South Bar, Banbury, OX16 9AB.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

These consolidated financial statements have been prepared in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006. The financial statements are prepared on the historical cost basis except as otherwise stated. The functional currency of the parent company is sterling and the presentational currency of the group is sterling. Amounts are presented in pounds sterling rounded to the nearest pound.

The group qualifies as small under the Companies Act 2006 for the year ended 31 August 2025 on the basis that it qualified as small in the preceding period ended 31 August 2024. The consolidated financial statements have been prepared under the small companies regime in accordance with the Companies Act 2006.

The parent company's individual financial statements have been prepared under FRS 102 Section 1A Small Entities.

The parent company has taken advantage of the following disclosure exemptions available under FRS 102 Section 1A in preparing its individual financial statements:

The requirement to present a statement of cash flows and related notes; certain disclosures required in relation to financial instruments; and the requirement to disclose key management personnel compensation in total.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings made up to 31 August 2025. The comparative period covers the eight months ended 31st August 2024, being the period since the change of accounting reference date.

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

Subsidiaries are consolidated from the date on which control passes to the group and are excluded from consolidation from the date control ceases. The acquisition method of accounting is used for business combinations. Intragroup transactions, balances and unrealised profits are eliminated on consolidation.

Wosa Limited SRL (Italian subsidiary) has historically prepared its statutory accounts for the year ending 31 August, consistent with the superyacht refit season which runs from September to August. The comparative consolidated figures for the period ended 31 August 2024 therefore represent an eight-month period from 1 January 2024 to 31 August 2024, being a subset of the Italian subsidiary's full statutory year ending 31 August 2024. The figures for this eight-month period have been derived from the Italian subsidiary's underlying accounting records for that specific period rather than from a filed set of accounts covering the same dates. The full year Italian statutory accounts for the year ended 31 August 2024 cover the period from 1 September 2023 to 31 August 2024 and are audited by BDO Italia SpA.

Harbour SRL previously prepared its statutory accounts to 31 December each year. During the current year Harbour SRL changed its statutory accounting reference date to 31 August, resulting in Italian statutory accounts being prepared for a shortened period from 1 January 2025 to 31 August 2025. For the purposes of these consolidated financial statements, Harbour SRL’s results have been included for the full group reporting period from 1 September 2024 to 31 August 2025, with figures derived from its underlying accounting records for that period. The comparative figures for Harbour SRL for the period ended 31 August 2024 were similarly derived from Harbour SRL’s underlying accounting records for the period 1 January 2024 to 31 August 2024.

Wosa Yacht Refit-Survey SL (Spanish subsidiary) prepares its statutory accounts on a calendar year basis ending 31 December. For the purposes of these consolidated financial statements the relevant figures have been extracted from the Spanish subsidiary's underlying accounting records for the specific periods covered by the consolidated accounts, being 1 January 2024 to 31 August 2024 for the comparative period and 1 September 2024 to 31 August 2025 for the current year. This approach ensures consistency of presentation across the group notwithstanding the difference in statutory year end dates.

Yacht Spot SRL was disposed of on 16 January 2025 and its results from 1 September 2024 to that date are included in the consolidated income statement. The assets and liabilities of Yacht Spot SRL were derecognised at the disposal date and a loss on disposal of £57,631 has been recognised in the consolidated income statement.

...CONTINUED

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Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

2.2. Basis Of Consolidation - continued

On 10th July 2025 the group acquired the remaining 25% interest in Wosa Yacht Refit-Survey SL from Filippo Calcaterra for consideration of €7,400 (£6,377). Prior to this acquisiton the group held 75% of the issued share capital and therefore the entity was already consolidated as a subsidiary. As the group already controlled this entity, the transaction has been treated as an equity transaction with no goodwill or gain or loss recognised. The difference between the consideration paid of £6,377 and the carrying amount of the non-controlling interest acquired of £5,688 of £689 has been recognised directly in equity.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

2.3. Business Combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued by the group in exchange for control of the acquiree. Acquisition costs are expensed as incurred.

Goodwill arising on consolidation represents the excess of the cost of acquisition over the group's interest in the fair value of the identifiable assets and liabilities of the acquired entity at the date of acquisition. Goodwill is amortised over its estimated useful economic life. Where the cost of acquisition is less than the group's interest in the fair value of the identifiable assets and liabilities acquired, the difference is recognised directly in reserves as a consolidation reserve.

The consolidation reserve of £534,785 shown within equity arose on consolidation of Harbour SRL and represents a consolidation adjustment arising from the difference between the carrying value of the investment and the fair value of the identifiable net assets recognised on consolidation. The directors have considered the carrying value of the underlying investment by reference to the market value of the properties held by Harbour SRL and do not consider that any impairment is required.

2.4. Going Concern Disclosure

The directors have reviewed the group's financial position and future cash flow projections and they have not identified any material uncertainties related to events or conditions that may cast significant doubt about the group and parent company's ability to continue as a going concern.

2.5. Significant judgements and estimations

In preparing these financial statements the directors have made the following judgements and estimates that have a significant effect on the amounts recognised:

Carrying value of investment in Harbour SRL — The Italian subsidiary's investment in Harbour SRL is carried at cost of €780,000 against net assets of approximately €115,000. The directors have not recognised an impairment on the basis that the properties held by Harbour SRL have a market value which the directors consider to be at least equal to the carrying value of the investment. No independent valuation has been obtained.

Revenue recognition on refit contracts — Revenue on long-term refit contracts is recognised on the stage of completion basis. This requires judgement in assessing the stage of completion of individual contracts at the balance sheet date, which is based on costs incurred as a proportion of total estimated costs. Work in progress at 31 August 2025 represents costs incurred on contracts not yet invoiced.

TFR provision — The provision for trattamento di fine rapporto in the Italian subsidiary is calculated in accordance with Italian Civil Code Article 2120 using a simplified statutory method. The directors consider this to be a reasonable approximation of the obligation.

Fideiussione guarantee — At 31 August 2025 the group had provided a guarantee of €1,100,000 in favour of Yacht Spot SRL in respect of a mortgage loan. The directors have assessed this as a contingent liability rather than a provision on the basis that subsequent to the balance sheet date the mortgage was transferred to Filippo Calcaterra personally, materially reducing the risk of the guarantee being called.

Recoverability of VAT credits — The Italian subsidiary holds significant VAT credits of approximately €2,600,000 arising from the tax settlement with the Agenzia delle Entrate. The directors consider these credits to be recoverable based on ongoing correspondence with the Italian tax authorities.

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Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

2.6. Turnover

Turnover represents the value of refit, survey and management services provided to clients, net of value added tax and other sales taxes.

Revenue from refit contracts is recognised on the stage of completion basis, assessed by reference to the proportion of contract costs incurred at the balance sheet date relative to total estimated contract costs.

Revenue from survey and consultancy services is recognised when the services have been performed.

Rental income is recognised on a straight-line basis over the period of the lease.

2.7. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible fixed assets are amortised on a straight line basis as follows:

Wosa Limited SRL (Italian subsidiary):

Goodwill — over its estimated useful economic life of 18 years (approximately 5.56% per annum)

Formation and development costs — 20% per annum (5 years)

Licences and trademarks — over the period of the licence

Leasehold improvements on concession properties — over the remaining term of the concession

Harbour SRL (Italian subsidiary):

Maritime state concession right — over the remaining term of the concession to 31 December 2037. The concession was granted from 1 January 2018 giving a total useful life of 20 years.

Other intangible assets — over their estimated useful economic lives

2.8. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual values, over their expected useful lives on the following bases:

Wosa Limited SRL and Harbour SRL (Italian subsidiaries) — straight line method, half rate applied in year of acquisition:

Freehold and commercial properties — 2% per annum

Light construction and temporary structures — 10% per annum

Plant and machinery — 15% per annum

Industrial and commercial equipment — 15% per annum

Furniture and fittings — 15% per annum

Motor vehicles — 20% per annum

Office machinery and equipment — 10% to 20% per annum depending on asset type

Computer equipment and mobile phones — 20% per annum

Wosa Yacht Refit-Survey SL (Spanish subsidiary) — straight line method:

Other installations, tools and furniture — 10% to 25% per annum depending on asset type

Computer equipment — 25% per annum

Wosa Limited (parent company) — reducing balance method:

Fixtures and fittings — 20% per annum

No residual value is assumed for any asset category.

2.9. Investments

Fixed asset investments in subsidiary undertakings are stated in the parent company balance sheet at cost less any provision for impairment. Unlisted investments are stated at cost less any provision for impairment.

2.10. Leasing and Hire Purchase Contracts

Rentals payable under operating leases are charged to the income statement on a straight-line basis over the lease term. The group has no finance leases requiring capitalisation in the consolidated accounts.

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Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

2.11. Stocks and Work in Progress

Work in progress comprises costs incurred on refit contracts not yet completed at the balance sheet date, including direct labour, materials and subcontractor costs. Work in progress is stated at the lower of cost and net realisable value. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the client.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the income statement. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the income statement.

2.12. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value.

Bank overdrafts are shown within creditors due within one year.

2.13. 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.

Basic financial instruments, including trade debtors, trade creditors, loans and cash, are initially recognised at transaction value and subsequently measured at amortised cost using the effective interest method.

The group's interest rate swap is measured at fair value at each balance sheet date with changes in fair value recognised in the income statement within financial income or expense.

The group's financial instruments comprise cash, trade debtors, trade creditors, borrowings and an interest rate swap. The main risks arising from these instruments are currency risk, credit risk and liquidity risk.

Currency risk — The group's primary currency exposure is to the euro. The group's overseas subsidiaries operate entirely in euros and the group is exposed to movements in the euro to sterling exchange rate on translation of overseas results and net assets. At 31 August 2025 the group held net euro-denominated assets of approximately £4,665,000 including cash, trade debtors and net assets of overseas subsidiaries. A 10% movement in the euro to sterling exchange rate would have a material impact on the group's reported net assets and profit before tax.

Credit risk — The group's maximum exposure to credit risk is represented by the carrying value of its financial assets. Trade debtors at 31 August 2025 were £2,687,312 (31 August 2024: £4,426,823). The group's clients are predominantly superyacht owners and managers. The group manages credit risk through contractual payment terms and active debtor management. Amounts due from Wosa Surveys SARL Monaco of £385,484 are included within debtors and represent the largest single debtor concentration.

Liquidity risk — The group manages liquidity risk by maintaining adequate cash reserves. The maturity profile of financial liabilities is disclosed in the creditors notes.

2.14. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

For the purposes of consolidation, the assets and liabilities of overseas subsidiaries are translated into sterling at the closing rate at the balance sheet date. Income and expenditure is translated at the average rate for the period. Exchange differences arising on the retranslation of opening net assets and on the translation of income and expenditure at average rather than closing rates are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. On disposal of a foreign operation, the cumulative exchange differences are transferred to retained earnings within equity and are not recycled through the income statement.

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Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

2.15. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.16. Provisions and Contingencies

Provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.

Contingencies

Contingent liabilities are disclosed where the existence of a possible obligation will only be confirmed by future events outside the group's control, or where the amount of the obligation cannot be measured reliably. Contingent assets are not recognised but are disclosed where an inflow of economic benefits is probable.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

2.17. Employee Benefits

Short-term employee benefits including wages, salaries and social security contributions are recognised as an expense in the period in which the service is rendered.

The Italian subsidiary operates a statutory severance pay scheme (trattamento di fine rapporto or TFR) as required by Italian law. The TFR obligation is measured at the amount that would be payable to each employee if employment had ceased at the balance sheet date, calculated in accordance with Italian Civil Code Article 2120 as amended by Law 296/2006. The directors consider this simplified statutory calculation to be a reasonable approximation of the defined benefit obligation and no actuarial valuation has been performed on the grounds of materiality.

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

Page 15

Page 16

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

3. Turnover

The group operates primarily through its Italian subsidiary, Wosa Limited SRL, which provides refit coordination, surveying and management services to superyacht owners worldwide. The group generated consolidated turnover of £16,547,745 (€19,420,577) for the year ended 31 August 2025, comprising refit and survey services of £16,512,055, external property rental income of £25,299, and other trading income of £10,391.

Geographic markets

Based on the Italian subsidiary's customer geographic distribution, the group's customer base is highly international. Europe (including Mediterranean and French locations) represents the largest market at approximately 37% of turnover (£6,184,144 / €7,257,166), reflecting the Italian subsidiary's core Mediterranean refit operations and management services. Oceania (Australia and New Zealand superyacht owners) represents 29% of turnover (£4,750,121 / €5,574,776), reflecting the group's growing reputation in the Asian-Pacific superyacht markets. The Americas account for 25% at £4,060,165 (€4,765,028). Domestic Italy-based operations account for 5% of turnover at £887,160 (€1,040,571). UK-based customers represent 4% at £659,901 (€774,369), with the remainder from Asian markets (less than 1% at £3,309 / €3,880).

Service types

Refit coordination and execution services represent the core business, accounting for 99.8% of turnover at £16,512,055 (€19,383,697). This comprises all refit work, shipyard services, and management services provided by the Italian subsidiary and other group entities. External property rental income from former group-owned premises accounts for 0.15% at £25,299 (€29,683). Other trading income comprises the remaining 0.05% at £10,391 (€12,197).

The geographical and service diversity of the group's revenue base provides resilience against market concentration risk, with the strong Oceania performance reflecting the group's growing reputation in the Australian and New Zealand superyacht markets.

4. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	Group		Company
	31 August 2025	31 August 2024	31 August 2025	31 August 2024
	£	£	£	£
Wages and salaries	958,035	486,791	42,864	83,711
Social security costs	215,249	106,607	312	-

	1,173,284	593,398	43,176	83,711

5. Average Number of Employees

Group

Average number of employees, including directors, during the year was: 20 (2024: 20)

Company

Average number of employees, including directors, during the year was: 5 (2024: 5)

Page 16

Page 17

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

6. Interest Receivable and Similar Income

	31 August 2025	31 August 2024
	£	£
Bank interest receivable	7,685	17,646
Other interest receivable	232,588	-

	240,273	17,646

Included within "other interest receivable" is commercial late payment interest of £232,588 (€275,803) invoiced by the Italian subsidiary to a client in respect of the MY Quantum of Solace refit project. This represents statutory late payment interest accrued on overdue invoices in accordance with Italian commercial law and was invoiced on 28 April 2025. No equivalent amount arose in the comparative period.

7. Tax on Profit

The tax charge on the profit/(loss) for the year was as follows:

	Tax Rate		31 August 2025	31 August 2024
	31 August 2025	31 August 2024	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	212,744	22,239
Prior period adjustment			118,109	-
Foreign tax			717,887	21,183

			1,048,740	43,422
Deferred Tax
Deferred taxation			(26,354 )	568


Total tax charge for the period			1,022,386	43,990

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

	31 August 2025	31 August 2024
	£	£
Profit before tax	3,198,689	(177,154)

Tax on profit at 25% (UK standard rate)	214,348	54,742
Goodwill/depreciation not allowed for tax	8,820	5,134
Expenses not deductible for tax purposes	376	-
Capital allowances	(10,800 )	(6,336 )
Short term timing differences	(27,129 )	568
Prior period adjustment	118,109	-
Difference in tax rates	718,662	-
Double taxation relief	-	(31,301 )
Foreign tax rates	-	21,183

Total tax charge for the period	1,022,386	43,990

Page 17

Page 18

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

The total tax charge for the year of £1,022,386 is significantly higher than would be expected by applying the standard UK rate of 25% to the consolidated profit before tax. This arises principally from overseas taxation in the Italian subsidiary at combined IRES and IRAP rates of approximately 27.9% on substantially higher Italian profits in the current year, prior year taxation of £118,109 comprising the reversal of double taxation relief of £31,301 recognised in the prior period which did not ultimately crystallise, prior year taxation in the Italian subsidiary of £81,760 arising from the settlement of an Agenzia delle Entrate investigation covering tax years 2017 to 2022, and prior year taxation of £5,049 arising in Yacht Spot SRL in respect of periods prior to its disposal. These charges are partially offset by a net deferred tax credit of £27,127 comprising a deferred tax asset of £29,108 recognised in the Italian subsidiary in respect of employee bonuses accrued but unpaid at the year end, less a deferred tax charge of £1,981 in the UK parent company.

The group recorded a consolidated loss before tax in the period ended 31 August 2024. The tax charge of £43,990 arises from corporation tax on the profits of the UK parent company, overseas taxation in the Italian and Spanish subsidiaries at local rates, and a deferred tax charge in the UK. The UK corporation tax charge is based on taxable profits of £214,160 in the UK parent company for the period, arrived at after adding back depreciation of £20,535 and deducting capital allowances of £25,343. A credit of £31,301 was recognised in the period in respect of anticipated double taxation relief on withholding taxes on royalty income received from the Italian subsidiary. Overseas taxation of £21,183 represents corporation tax and regional production tax charged in the Italian subsidiary at combined rates of approximately 27.9% and corporation tax in the Spanish subsidiary. The Italian tax settlement amounts relating to the Agenzia delle Entrate investigation covering years 2017 to 2022 are considered to relate entirely to periods prior to 1 January 2024 and have accordingly been allocated to the period before the commencement of these consolidated accounts.

8. Prior Period Adjustment

A prior period adjustment of £38,633 has been made to the opening retained earnings at 1 January 2024. This adjustment adjusts the parent company's individual financial statements treatment of the cost of investments in subsidiary undertakings, being non-monetary assets. These had been retranslated at closing exchange rates in previous accounting periods. Under FRS 102 non-monetary assets denominated in foreign currencies are required to be held at the exchange rate at the date of the transaction and should not be retranslated at subsequent balance sheet dates. The adjustment reverses the cumulative effect of these retranslations and restates the investments in subsidiaries at their original historic cost. The comparative figures have been restated accordingly. The adjustment has no effect on the consolidated balance sheet as the investments in subsidiaries are eliminated on consolidation.

9. Intangible Assets

Group

	Other	Development Costs	Total
	£	£	£
Cost
As at 1 September 2024	186,340	108,761	295,101
Additions	41,360	-	41,360
Disposals	(53,490 )	-	(53,490 )

As at 31 August 2025	174,210	108,761	282,971

Amortisation
As at 1 September 2024	45,936	6,093	52,029
Provided during the period	17,911	6,051	23,962
Disposals	(22,914 )	-	(22,914 )

As at 31 August 2025	40,933	12,144	53,077

Net Book Value
As at 31 August 2025	133,277	96,617	229,894

As at 1 September 2024	140,404	102,668	243,072

Company

The company had no intangible fixed assets as at 31 August 2025 or 31 August 2024.

Page 18

Page 19

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

10. Tangible Assets

Group

	Land & Property
	Freehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings
	£	£	£	£
Cost
As at 1 September 2024	2,237,585	93,554	112,534	398,156
Additions	768,813	7,667	3,856	89,207
Disposals	(2,235,294 )	(12,964 )	-	(45,143 )

As at 31 August 2025	771,104	88,257	116,390	442,220

Depreciation
As at 1 September 2024	114,290	21,743	70,819	225,930
Provided during the period	7,713	11,823	18,137	39,800
Disposals	(113,830 )	(2,644 )	-	(8,983 )

As at 31 August 2025	8,173	30,922	88,956	256,747

Net Book Value
As at 31 August 2025	762,931	57,335	27,434	185,473

As at 1 September 2024	2,123,295	71,811	41,715	172,226


	Computer Equipment	Total
	£	£
Cost
As at 1 September 2024	15,454	2,857,283
Additions	7,827	877,370
Disposals	-	(2,293,401 )

As at 31 August 2025	23,281	1,441,252

Depreciation
As at 1 September 2024	10,088	442,870
Provided during the period	2,971	80,444
Disposals	-	(125,457 )

As at 31 August 2025	13,059	397,857

Net Book Value
As at 31 August 2025	10,222	1,043,395

As at 1 September 2024	5,366	2,414,413

Page 19

Page 20

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

Company

	Fixtures & Fittings
	£
Cost
As at 1 September 2024	343,651
Additions	42,919

As at 31 August 2025	386,570

Depreciation
As at 1 September 2024	210,172
Provided during the period	35,279

As at 31 August 2025	245,451

Net Book Value
As at 31 August 2025	141,119

As at 1 September 2024	133,479

11. Investments

Group

	Unlisted
	£
Cost or Valuation
As at 1 September 2024	336,863
Disposals	(120,000 )

As at 31 August 2025	216,863

Provision
As at 1 September 2024	-

As at 31 August 2025	-

Net Book Value
As at 31 August 2025	216,863

As at 1 September 2024	336,863

Company

	Subsidiaries	Unlisted	Total
	£	£	£
Cost or Valuation
As at 1 September 2024	673,370	120,000	793,370
Additions	6,331	-	6,331
Disposals	-	(120,000 )	(120,000 )

As at 31 August 2025	679,701	-	679,701

...CONTINUED

Page 20

Page 21

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

Provision
As at 1 September 2024	-	-	-

As at 31 August 2025	-	-	-

Net Book Value
As at 31 August 2025	679,701	-	679,701

As at 1 September 2024	673,370	120,000	793,370

12. Stocks

	31 August 2025	31 August 2024
	£	£
Work in progress	39,742	184,752

13. Debtors

	Group		Company
	31 August 2025	31 August 2024	31 August 2025	31 August 2024
	£	£	£	£
Due within one year
Trade debtors	2,687,312	4,426,823	393,469	148,653
Amounts owed by group undertakings	-	-	1,765,724	1,081,731
Other debtors	3,278,357	2,210,949	240,138	217,722

	5,965,669	6,637,772	2,399,331	1,448,106
Due after more than one year
Amounts owed by group undertakings	-	-	1,039,591	1,094,737
Amounts owed by participating interests	170,233	401,263	-	-

	170,233	401,263	1,039,591	1,094,737

	6,135,902	7,039,035	3,438,922	2,542,843

14. Creditors: Amounts Falling Due Within One Year

	Group		Company
	31 August 2025	31 August 2024	31 August 2025	31 August 2024
	£	£	£	£
Trade creditors	2,550,055	1,953,415	1,953	10,068
Bank loans and overdrafts	129,955	243,616	-	-
Amounts owed to group undertakings	-	-	9,530	24,421
Other creditors	576,710	174,622	5,412	-
Corporation tax	964,947	504,122	244,788	193,480
Taxation and social security	43,702	1,617,349	293	96
Accruals and deferred income	1,010,532	2,234,007	3,622	14,560

	5,275,901	6,727,131	265,598	242,625

Page 21

Page 22

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

15. Creditors: Amounts Falling Due After More Than One Year

	Group
	31 August 2025	31 August 2024
	£	£
Bank loans	33,482	871,995

16. Loans

An analysis of the maturity of loans is given below:

	Group
	31 August 2025	31 August 2024
	£	£
Amounts falling due within one year or on demand:
Bank loans	129,955	243,616

	Group
	31 August 2025	31 August 2024
	£	£
Amounts falling due between one and five years:
Bank loans	33,482	871,995

17. Deferred Taxation

The provision for deferred tax is made up as follows:

	Group		Company
	31 August 2025	31 August 2024	31 August 2025	31 August 2024
	£	£	£	£
Other timing differences	5,888	33,016	34,996	33,016

At 31 August 2025 the net deferred tax liability of £5,888 comprises a deferred tax liability of £34,996 arising in the UK parent company in respect of timing differences between capital allowances claimed and depreciation charged on tangible fixed assets, offset by a deferred tax asset of £29,108 recognised in the Italian subsidiary in respect of employee bonuses accrued at the balance sheet date but not paid until after the year end and therefore deductible for Italian tax purposes in the following year. The deferred tax asset has been recognised on the basis that recovery against future taxable profits of the Italian subsidiary is considered probable given the subsidiary's recent profitability.

At 31 August 2024 the deferred tax liability of £33,016 arose entirely in the UK parent company in respect of the same timing differences on tangible fixed assets. No deferred tax asset was recognised in any subsidiary in the comparative period.

Page 22

Page 23

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

18. Provisions for Liabilities

Group
	Deferred Tax	Other Provisions	Total
	£	£	£
As at 1 September 2024	33,016	80,783	113,799
Additions	1,980	27,265	29,245
Reversals	(29,108 )	-	(29,108)

Balance at 31 August 2025	5,888	108,048	113,936

19. Share Capital

	31 August 2025	31 August 2024
	£	£
Allotted, Called up and fully paid	1,300	1

20. Contingent Liabilities

At 31 August 2025 the Italian subsidiary Wosa Limited SRL had provided a guarantee (fideiussione) of €1,100,000 (approximately £926,400) in respect of a bank mortgage (Mutuo N.5604585), held by Yacht Spot SRL, previously a subsidiary which is now owned by Filippo Calcaterra and currently in liquidation.

The mortgage matures on 31st May 2034 with an outstanding balance of approximately €796,000 (£689,000) at April 2026.

Following the transfer of the mortgage to Filippo Calcaterra personally in March 2026, Filippo Calcaterra is meeting the monthly repayments in accordance with the loan terms. The directors consider that, given the regular servicing of the underlying loan and the strong payment history, the likelihood of the guarantee being called upon is remote and therefore no provision has been made in these financial statements in respect of this guarantee.

21. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	31 August 2025	31 August 2024
	£	£
Not later than one year	120,590	206,147
Later than one year and not later than five years	432,460	706,695
Later than five years	112,793	228,884

	665,843	1,141,726

The group leases shipyard premises, warehouse space and office accommodation in Italy under operating leases. The principal lease is for shipyard premises at Via Scirocco, Viareggio expiring October 2031 at an annual rent of €108,000. Other leases comprise a warehouse in Livorno expiring November 2030 at €16,800 per annum and an annual rolling office lease in Livorno at €14,400 per annum. A lease for premises at Via Bozza 21, Viareggio at €120,000 per annum which existed at 31 August 2024 ceased in February 2025 following the disposal of Yacht Spot SRL. All lease commitments are denominated in euros and translated at the closing rate of exchange at each balance sheet date.

Page 23

Page 24

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

22. Directors Advances, Credits and Guarantees

The following loans to directors were outstanding during the year:

A loan of £170,233 (€196,500) was outstanding from the Italian subsidiary to Filippo Calcaterra, a director, at 31 August 2025 (31 August 2024: £165,474). The loan was made in 2019, is interest-free and has no fixed repayment date.

A further loan of £235,789 (€280,000) was outstanding from the Italian subsidiary to Filippo Calcaterra at 31 August 2024. This loan was repaid in full on 10 February 2025.

The Italian subsidiary has provided a guarantee (fideiussione) of €1,100,000 in favour of Yacht Spot SRL, a company owned by Filippo Calcaterra, in respect of a mortgage loan maturing 31 May 2034. See contingent liabilities note.

23. Non-Controlling Interest

	31 August 2025	31 August 2024
	£	£
At start of period	6,482	6,764
Loss for the financial year	(794 )	(282 )
Acquisition of shares in subsidiary from non-controlling interest	(5,688 )	-

At end of period	-	6,482

24. Related Party Disclosures

The group has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

Ownership structure and connected parties

Filippo Calcaterra is a director of Wosa Limited and holds 50% of its issued share capital directly. The remaining 50% is held by Nala Società Semplice, a società semplice incorporated in Italy on 7 January 2025 and registered in Milan. Nala Società Semplice is owned 70% by Stefano Ernesto De Vivo, 20% by Filippo Luciano Carlo Guido De Vivo and 10% by Bùsner Società Semplice. Stefano Ernesto De Vivo and Filippo Luciano Carlo Guido De Vivo are both directors of Wosa Limited.

Prior to 7 February 2025, when Nala Società Semplice was admitted as a shareholder, Filippo Calcaterra was the sole 100% owner of Wosa Limited.

Wosa Surveys SARL is a company incorporated in Monaco engaged in yacht survey and management services. Prior to 12 January 2025, Filippo Calcaterra held 65% of Wosa Surveys SARL directly. On 12 January 2025 that 65% interest was transferred to Prosperity SRL, an Italian company incorporated on 27 September 2021 and owned 50% by Filippo Calcaterra and 50% by Stefano Ernesto De Vivo. The remaining 35% of Wosa Surveys SARL is held by Brandon Charles Rundquist, who has no connection to any other group entity. Wosa Surveys SARL is not a subsidiary of the group but is a related party by virtue of the common ownership and directorship connections described above. Prosperity SRL has no transactions with any group entity other than through its indirect connection to Wosa Surveys SARL.

Transactions with Filippo Calcaterra — director and 50% shareholder

Loans to director

At 31 August 2024 two loans were outstanding from the Italian subsidiary to Filippo Calcaterra totalling £401,263 - the Mutuo Calcaterra of £165,474 (€196,500) and a further loan of £235,789 (€280,000). The €280,000 loan was repaid in full by Filippo Calcaterra on 10 February 2025. At 31 August 2025 only the Mutuo Calcaterra loan of £170,233 (€196,500) remained outstanding. This loan was made in 2019 and is interest-free with no fixed repayment date. No formal documentation exists and the directors confirm the amount is fully recoverable.

Via Bozza premises

The Italian subsidiary leased premises at Via Bozza 21, Viareggio from Yacht Spot SRL under a lease running from 2 June 2022 to 1 June 2028 at an annual rent of €120,000. Following the disposal of Yacht Spot SRL to Filippo Calcaterra on 16 January 2025, Via Bozza 21 remained in the ownership of Yacht Spot SRL and the lease continued on the same terms with Filippo Calcaterra as the effective landlord. Rent paid to Yacht Spot SRL during the period 1 September 2024 to January 2025 was €50,000 (£42,166). The last rent payment was made in January 2025 and the lease ceased in February 2025 when the group vacated the premises.

Disposal of Yacht Spot SRL

...CONTINUED

Page 24

Page 25

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

24. Related Party Disclosures - continued

On 16 January 2025 the Italian subsidiary disposed of its 100% interest in Yacht Spot SRL to Filippo Calcaterra for consideration of €100,000 (£84,196). The net assets of Yacht Spot SRL at the disposal date were €165,421 (£141,828) and a loss on disposal of £57,631 has been recognised in the consolidated income statement. The directors consider the disposal was effected on arm's length commercial terms.

Acquisition of remaining 25% interest in Wosa Yacht Refit-Survey SL

On 10 July 2025 the group acquired the remaining 25% interest in Wosa Yacht Refit-Survey SL from Filippo Calcaterra for consideration of €7,400 (£6,377). Prior to this acquisition Filippo Calcaterra held the 25% non-controlling interest in his own name. The transaction has been treated as an equity transaction in accordance with FRS 102.

Disposal of Carbon Pay Limited

During the year the UK parent company disposed of its investment in Carbon Pay Limited to Filippo Calcaterra for consideration of £120,000, being equal to the cost of the investment. No gain or loss arose on disposal.

Fideiussione guarantee

The Italian subsidiary has provided a guarantee (fideiussione) of €1,100,000 in favour of Yacht Spot SRL, now owned by Filippo Calcaterra and in liquidation, in respect of a mortgage loan (Mutuo N.5604585) maturing 31 May 2034. Subsequent to the balance sheet date, in March 2026, the mortgage was transferred to Filippo Calcaterra personally. See contingent liabilities note.

Transactions with Nala Società Semplice — 50% shareholder

Nala Società Semplice was admitted as a 50% shareholder of Wosa Limited on 7 February 2025 following the issue of new ordinary shares at a premium. There were no other transactions between the group and Nala Società Semplice during either period presented.

Transactions with Bùsner Società Semplice — indirect shareholder

Bùsner Società Semplice holds a 10% interest in Nala Società Semplice. The directors confirm that no transactions were entered into between Bùsner Società Semplice and any group entity during the year or at the balance sheet date.

Transactions with Wosa Surveys SARL Monaco — related party

As described above, Wosa Surveys SARL Monaco is a related party of the group by virtue of the common ownership connections between its majority shareholder Prosperity SRL and the directors and shareholders of Wosa Limited.

Services provided by the Italian subsidiary to Monaco

The Italian subsidiary provided management and survey coordination services to Wosa Surveys SARL Monaco. Revenue recognised by the Italian subsidiary from Monaco during the year ended 31 August 2025 was €864,752 (period ended 31 August 2024: €246,609). All amounts were settled promptly and no balance was outstanding at either year end.

Services received by the Italian subsidiary from Monaco

During the year the Italian subsidiary received consultancy services from Monaco totalling €35,547 gross. After netting against an offsetting receivable of €6,410, the net amount paid was €29,137. No balance was outstanding at 31 August 2025 (31 August 2024: nil).

Annual service fee — UK parent to Monaco

The UK parent company charges Wosa Surveys SARL Monaco an annual service fee in respect of brand licensing and management services. The fee is calculated as a percentage of Monaco's turnover for each calendar year and is invoiced annually in arrears. Revenue recognised by the UK parent in respect of this fee was £134,418 in the year ended 31 August 2025 (period ended 31 August 2024: £101,030).

The total amount outstanding at the balance sheet date (within trade debtors and accrued income) is £385,484 (period ended 31st August 2024: £246,647).

The directors consider all amounts to be fully recoverable. All transactions with Wosa Surveys SARL Monaco were conducted on arm's length commercial terms.

Transactions with Stefano Ernesto De Vivo and Filippo Luciano Carlo Guido De Vivo — directors

Stefano Ernesto De Vivo and Filippo Luciano Carlo Guido De Vivo are both directors of Wosa Limited. Both are also administrators of the Italian subsidiary Wosa Limited SRL.

...CONTINUED

Page 25

Page 26

Wosa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

24. Related Party Disclosures - continued

Stefano Ernesto De Vivo was appointed as a director of Wosa Limited on 31 January 2025. During the year he received remuneration from Wosa Limited SRL of €90,000 (£76,677) for the period March to August 2025.

Prof. Filippo Luciano Carlo Guido De Vivo received no remuneration from any group entity during the year.

No other transactions between the group and these directors are known to the directors at the date of approval of these financial statements.

Transactions with Antonio Del Gaizo

Antonio Del Gaizo is a director of Wosa Limited and received remuneration of £7,500 during the year ended 31st August 2025 (period ended 31st August 2024: £5,000). Mrs Judith Ruddock is employed by Wosa Limited and received remuneration of £7,500 during the year ended 31st August 2025 (period ended 31st August 2024: £5,000).

Key management personnel of the group are considered to be the directors of Wosa Limited. These are:

Filippo Calcaterra (appointed director throughout the year)

Stefano De Vivo (appointed 31 January 2025)

Prof. Filippo De Vivo (appointed 31 January 2025)

Antonio Del Gaizo (appointed director throughout the year)

Key management personnel (including directors) received compensation of £282,313 (2024: £171,911) across the group.

25. Controlling Parties

During the period from 1 January 2024 to 6 February 2025 the company was wholly owned by Filippo Calcaterra, who was therefore the ultimate controlling party during that period.

On 7 February 2025 the company issued new ordinary shares to Nala Società Semplice, a società semplice incorporated in Italy, resulting in Filippo Calcaterra and Nala Società Semplice each holding 50% of the issued share capital. From that date there is no single ultimate controlling party.

Nala Società Semplice is owned as follows: Stefano Ernesto De Vivo 70%, Filippo Luciano Carlo Guido De Vivo 20%, and Bùsner Società Semplice 10%. Its registered office is Via Monte Grappa 7, Milano, Italy.

26. Transition to FRS 102

These are the first consolidated financial statements prepared by the group under FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. The group has adopted FRS 102 for these financial statements. The comparative figures for the period ended 31 August 2024 have been prepared on the same basis. No significant adjustments were required on transition.

Page 26