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Registration number: 00052665

CLdN Ports Humber Limited Annual Report and Financial Statements for the Year Ended 31 December 2025
Brebners Chartered Accountants & Statutory Auditor 130 Shaftesbury Avenue London W1D 5AR

CLdN Ports Humber Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 9
Income Statement | 10
Statement of Comprehensive Income | 11
Statement of Financial Position | 12
Statement of Changes in Equity | 13
Notes to the Financial Statements | 14 to 27

CLdN Ports Humber Limited

Company Information

Directors | S M Hammond B D Dove-Seymour J M E Rubens D J D Hooybergs F S Maes G J Walker P J F Van Malderen

Registered office | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU

Auditor | Brebners Chartered Accountants & Statutory Auditor 130 Shaftesbury Avenue London W1D 5AR

CLdN Ports Humber Limited

Strategic Report for the Year Ended 31 December 2025

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

Principal activity

The principal activity of the company is that of an investment holding company in the port sector.

Fair review of the business

The company owns a c.218 acre 6-berth RoRo terminal which is leased to the company’s subsidiary CLdN Ports Killingholme Limited as terminal operator. The Company is a member of the CLdN Links group, which provides transportation services through its network of ports and shipping lines and door-to-door operations. These links remained robust during the year and the CLdN Links group has a significant market share in EU-UK Trade.

Development and performance of the company's business during the financial year

The directors report an increase in the carrying value of its fixed assets from £122,439,497 in 2024 to £147,893,198 in 2025, which is due to the assignment of the leases for the river berths to it from its subsidiary, completing the process that began in 2024 for the transfer of the ownership of the terminal asset to the company. As at 31 December 2025 the company had net current liabilities of £1,530,742 compared to net current assets of £25,311,555 as at 31 December 2024. This is primarily due to the repayment of borrowings owed by group undertakings.

Key performance indicators

The company's key financial and other performance indicators during the year were as follows:

| Unit | 2025 | 2024
Fixed assets | £ | 147,893,198 | 122,439,497
Capital and reserves | £ | 146,362,456 | 147,751,052
Equity to fixed asset ratio | % | 99 | 121

There are other non-financial performance indicators used by the director but none are considered to be key.

CLdN Ports Humber Limited

Strategic Report for the Year Ended 31 December 2025

Principal risks and uncertainties

The directors assess that the key risks to the company are as follows:
The operations of its subsidiaries: the subsidiaries are exposed to risks including the loss of customers; the availability and cost of labour; the impact of energy prices (electricity and diesel for heavy equipment); Health, Safety and Environmental issues. The directors of the company receive reports from the directors of its subsidiaries as to how they manage and mitigate these risks.
Global economic conditions: the directors expect that the impacts of global economic conditions and geo-political uncertainty will continue to impact trading conditions particularly in the automotive shipping and port sector, in which its subsidiary is active.
Development risks and costs: Risks include the availability of suitable development land, not obtaining the necessary planning consents, and construction costs and delivery. The directors have sought to mitigate this through securing potential development land and a proactive approach to achieving planning consents for port uses. The directors typically use fixed price construction contracts but inflationary pressures and supply chain issues are increasing costs and delivery times.
Liabilities to the Simon Group Pension Fund: The Fund remains in surplus following the implementation by the Trustee of a match funding strategy in June 2023. The principal risk to the company is that future sustained periods of very high inflation above the profile adopted for the match funding result in a deficit, requiring the company to provide funding support. The directors consider this to be an exceptional risk.

Going concern

The company made a loss after tax for the year ended 31 December 2025 of £1,388,596 and had net assets at 31 December 2025 amounting to £146,362,456. The company’s liability to the Simon Group Pension Fund (as reported in the FRS102) is nil as a result of the current surplus. Funding contributions by the company are not expected to arise in the medium term.
The company is a co-borrower and co-obligor under a €200 million revolving credit facility (reducing by €20 million annually from April 2027) together with a term loan of €20 million with other members of its group. As at the date these financial statements were approved by the directors, a combined amount of €208 million was drawn under this facility. None of these funds were at this date drawn by the company or its subsidiaries.
The directors consider that although challenges to trading volumes and revenue for its subsidiaries and impacts on the costs of maintaining and developing its assets persist as a result of global economic and other geopolitical factors, this should not result in issues for the company as a going concern.
Having made sufficient enquiries, and based upon the above, the directors have a reasonable expectation that the company has adequate resources to continue operating in the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Approved by the Board on 6 July 2026 and signed on their behalf by:

.........................................
D J D Hooybergs
Director

CLdN Ports Humber Limited

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.

Directors of the company

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

S M Hammond (appointed 21 July 2025)

B D Dove-Seymour (appointed 13 June 2025)

J M E Rubens (appointed 13 June 2025)

D J D Hooybergs

F S Maes (appointed 13 June 2025)

G J Walker (appointed 13 June 2025)

P J F Van Malderen (appointed 29 July 2025)

Dividends

No interim dividends were declared and paid in the year (2024: £55,000,000). No final dividend is proposed.

Disclosure of information in the Strategic Report

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and financial instruments.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Director's liabilities

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

Approved by the director on 6 July 2026 and signed by:

.........................................
D J D Hooybergs
Director

CLdN Ports Humber Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CLdN Ports Humber Limited

Independent Auditor's Report to the Members of CLdN Ports Humber Limited
for the Year Ended 31 December 2025

Opinion

We have audited the financial statements of CLdN Ports Humber Limited (the 'company') for the year ended 31 December 2025, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, 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 our opinion the financial statements:

• | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

CLdN Ports Humber Limited

Independent Auditor's Report to the Members of CLdN Ports Humber Limited
for the Year Ended 31 December 2025

Opinions on other matters prescribed by the Companies Act 2006

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

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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

• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• | the financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities (set out on page 5), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

CLdN Ports Humber Limited

Independent Auditor's Report to the Members of CLdN Ports Humber Limited
for the Year Ended 31 December 2025

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:
Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.

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

The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.

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 auditor's report.

CLdN Ports Humber Limited

Independent Auditor's Report to the Members of CLdN Ports Humber Limited
for the Year Ended 31 December 2025

Use of our report

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

......................................
Martin Widdowson (Senior Statutory Auditor)
For and on behalf of
Brebners, Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

10 July 2026

CLdN Ports Humber Limited

Income Statement for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 3,177,419 | 17,381
Administrative expenses |  | (4,748,534) | (698,852)
Other operating income |  | - | 3,354
Operating loss | 4 | (1,571,115) | (678,117)
Gain on financial assets at fair value through profit and loss account |  | - | 187,701
Income from shares in subsidiary undertakings |  | - | 90,000,000
Other interest receivable and similar income | 5 | 383,712 | 3,056,526
|  | 383,712 | 93,244,227
(Loss)/profit before tax |  | (1,187,403) | 92,566,110
Taxation | 8 | (201,193) | 171,317
(Loss)/profit for the financial year |  | (1,388,596) | 92,737,427

CLdN Ports Humber Limited

Statement of Comprehensive Income for the Year Ended 31 December 2025

| 2025 £ | 2024 £
(Loss)/profit for the year | (1,388,596) | 92,737,427
Total comprehensive income for the year | (1,388,596) | 92,737,427

CLdN Ports Humber Limited

Statement of Financial Position as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 9 | 88,399,344 | 62,045,150
Investments | 10 | 58,156,993 | 58,156,993
Other financial assets | 11 | 1,336,861 | 2,237,354
|  | 147,893,198 | 122,439,497
Current assets |  |  |
Debtors | 12 | 3,715,648 | 35,846,826
Cash at bank and in hand | 13 | 14,543 | 9,734
|  | 3,730,191 | 35,856,560
Creditors: Amounts falling due within one year | 14 | (5,260,933) | (10,545,005)
Net current (liabilities)/assets |  | (1,530,742) | 25,311,555
Net assets |  | 146,362,456 | 147,751,052
Capital and reserves |  |  |
Called up share capital | 16 | 52,079,921 | 52,079,921
Share premium reserve |  | 13,672,909 | 13,672,909
Other reserves |  | 41,014,767 | 41,014,767
Profit and loss account |  | 39,594,859 | 40,983,455
Total equity |  | 146,362,456 | 147,751,052

Approved and authorised by the Board on 6 July 2026 and signed on its behalf by:

......................................................................

D J D Hooybergs

Director

Company registration number: 00052665

CLdN Ports Humber Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Share premium £ | Other reserves £ | Retained earnings £ | Total £
At 1 January 2025 | 52,079,921 | 13,672,909 | 41,014,767 | 40,983,455 | 147,751,052
Loss for the year | - | - | - | (1,388,596) | (1,388,596)
At 31 December 2025 | 52,079,921 | 13,672,909 | 41,014,767 | 39,594,859 | 146,362,456

| Share capital £ | Share premium £ | Other reserves £ | Retained earnings £ | Total £
At 1 January 2024 | 52,079,921 | 13,672,909 | 41,014,767 | 3,246,028 | 110,013,625
Profit for the year | - | - | - | 92,737,427 | 92,737,427
Dividends | - | - | - | (55,000,000) | (55,000,000)
At 31 December 2024 | 52,079,921 | 13,672,909 | 41,014,767 | 40,983,455 | 147,751,052

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU
The principal activity of the company during the year was that of property investment in the ports sector.

The principal place of business is:
Long Reach House
London Road
Purfleet
Essex
RM19 1PD

2 | Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Summary of disclosure exemptions

Advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) No cash flow statement has been presented for the company
(b) Disclosures in respect of financial instruments have not been presented
(c) No disclosure has been given for the aggregate remuneration of key management personnel.

Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Defined benefit pension scheme

The company has obligations to pay pension benefits to certain past employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the statement of financial position. The assumptions reflect historical experience and current trends.

Group accounts not prepared

Exemption is taken from preparing consolidated financial statements under Companies Act 2006 Section 401 on the basis that the company and its subsidiary undertakings are reflected in the consolidated financial statements of CLdN Links SA which are publicly available.

Going concern

The company had net assets at 31 December 2025 amounting to £146,362,456.
The company's cashflow forecasts show that the company has sufficient working capital for a period of at least 12 months from the date of approval of these financial statements.
Having made sufficient enquiries, and based upon the above, the directors have a reasonable expectation that the company has adequate resources to continue operating in the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable in respect of rental income in the ordinary course of the company's activities. Turnover is stated net of value added tax and discounts.
The company recognises turnover over the period of the leases or licences.

Foreign currency transactions and balances

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and assets under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold land and infrastructure | 15-30 years straight line
Freehold buildings | 5-30 years straight line
Plant and machinery | 5% - 50% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined benefit pension obligation

The company recognises a defined net benefit pension asset or liability in the statement of financial position as the net total of the present value of its obligations and the fair value of plan assets out of which the obligations are to be settled. The defined benefit liability is measured on a discounted present value basis using a rate determined by reference to market yields at the reporting date on high-quality corporate bonds.
Defined benefit obligations and the related expenses are measured using the projected unit credit method. Plan surpluses are recognised as a defined benefit asset only to the extent that the surplus is recoverable either through reduced contributions in the future or through refunds from the plan.
Changes in the net defined benefit asset or liability arising from employee service are recognised in profit or loss as a current service cost where it relates to services in the current period and as a past service cost where it relates to services in prior periods. Costs relating to plan introductions, benefit changes, curtailments and settlements are recognised in profit or loss in the period in which they occur.
Net interest is determined by multiplying the net defined benefit liability by the discount rate, both as determined at the start of the reporting period, taking account of any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. Net interest is recognised in profit or loss.

3 | Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Rental income - UK | 3,177,419 | 17,381

4 | Operating loss

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 3,695,145 | 18,888
Foreign exchange (gains)/losses | (4,467) | 1,333
| 3,690,678 | 20,221

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

5 | Other interest receivable and similar income

| 2025 £ | 2024 £
Intra group interest receivable | 315,348 | 2,949,274
Interest receivable from fixed asset investments | 68,364 | 107,252
| 383,712 | 3,056,526

6 | Staff costs

The aggregate payroll costs were as follows:

| 2025 £ | 2024 £
Wages and salaries | 159,842 | 138,942
Social security costs | 1,346 | 2,164
Other employee expense | 15,324 | 11,895
| 176,512 | 153,001

The average number of persons employed by the company during the year, was 0 (2024 - 0).

7 | Auditor's remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 18,000 | 20,500

Amounts paid to the auditor in respect of other services

| 2025 £ | 2024 £
Other assurance services | 1,320 | 10,973
Tax compliance services | 5,285 | 5,144
| 6,605 | 16,117

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

8 | Taxation

Tax charged/(credited) in the income statement

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | (310,200) | 103,978
UK corporation tax adjustment to prior periods | (719,016) | (574,652)
| (1,029,216) | (470,674)
Deferred taxation |  |
Arising from origination and reversal of timing differences | 1,230,409 | 299,357
Tax expense/(receipt) in the income statement | 201,193 | (171,317)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
(Loss)/profit before tax | (1,187,403) | 92,566,110
Corporation tax at standard rate | (292,895) | 23,141,528
Effect of revenues exempt from taxation | - | (22,500,000)
Effect of expense not deductible in determining taxable profit (tax loss) | 2,294 | -
Decrease in UK and foreign current tax from adjustment for prior periods | (719,016) | (574,652)
Tax increase from effect of capital allowances and depreciation | 1,210,810 | 4,015
Tax increase from other short-term timing differences | - | 299,357
Other non-taxable income | - | (541,565)
Total tax charge/(credit) | 201,193 | (171,317)

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Deferred tax

Deferred tax assets and liabilities

2025 | Asset £
Accelerated capital allowances | (924,472)
Trading losses | 439,460
Pension contributions | 581,352
| 96,340

2024 | Asset £
Accelerated capital allowances | 164,045
Pension contributions | 1,162,703
| 1,326,748

Pillar Two legislation

The company is within the scope of Pillar Two legislation, which has been enacted in the UK. Since the profit before tax for the company is liable to corporation tax at the prevailing rate of 25%, the directors do not expect that the legislation will have any material impact on the company.
At 31 December 2025 the company had capital losses of £326,738 (2024: £326,738) to carry forward. The company has surplus ACT arising amounting to £5,653,720 (2024: £5,653,720) which may be used against future trading profits. In this respect no deferred tax assets have been recognised in the statement of financial position.
Additionally, the company have trading losses of £1,757,840 (2024: £Nil) to carry forward in respect of which a deferred tax asset has been recognised in the statement of financial position.

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

9 | Tangible assets

| Freehold land and infrastructure £ | Freehold buildings £ | Plant and equipment £ | Assets under construction £ | Total £
Cost or valuation
At 1 January 2025 | 47,943,059 | 12,848,064 | 18,418 | 1,256,933 | 62,066,474
Additions | 16,044,260 | 304,525 | 60,924 | 13,639,631 | 30,049,340
Transfers | 3,209,462 | - | - | (3,209,462) | -
At 31 December 2025 | 67,196,781 | 13,152,589 | 79,342 | 11,687,102 | 92,115,814
Depreciation
At 1 January 2025 | 4,225 | 14,639 | 2,460 | - | 21,324
Charge for the year | 949,098 | 2,731,764 | 14,284 | - | 3,695,146
At 31 December 2025 | 953,323 | 2,746,403 | 16,744 | - | 3,716,470
Carrying amount
At 31 December 2025 | 66,243,458 | 10,406,186 | 62,598 | 11,687,102 | 88,399,344
At 31 December 2024 | 47,938,834 | 12,833,425 | 15,958 | 1,256,933 | 62,045,150

Contractual commitments for the acquisition of tangible assets

Contractual commitments for the acquisition of tangible assets were as follows:

| 2025 £ | 2024 £
Plant and equipment | - | 16,228,506

10 | Investments in subsidiaries

Subsidiaries | £
Cost or valuation
At 1 January 2025 and 31 December 2025 | 58,156,993
Carrying amount
At 31 December 2025 | 58,156,993
At 31 December 2024 | 58,156,993

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
CLdN Ports Killingholme Limited | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU | Ordinary | 100% | 100%
Simon Secretarial Services Limited | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU | Ordinary | 100% | 100%
Simon Engineering Limited | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU | Ordinary | 100% | 100%
Simon Group Pension Fund Limited | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU | Ordinary | 100% | 100%
S C Cheadle Hulme Ltd | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU | Ordinary | 100% | 100%

The principal activity of CLdN Ports Killingholme Limited is that of roll-on roll-off port operations and associated trades.

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

11 | Other financial assets (current and non-current)

| Financial assets at fair value through profit and loss £ | Total £
Investment Portfolio
Fair value
At 1 January 2025 | 2,237,354 | 2,237,354
Fair value adjustments | 48,937 | 48,937
Disposals | (949,430) | (949,430)
At 31 December 2025 | 1,336,861 | 1,336,861
Carrying amount
At 31 December 2025 | 1,336,861 | 1,336,861
At 31 December 2024 | 2,237,354 | 2,237,354

12 | Debtors

| Note | 2025 £ | 2024 £
Trade debtors |  | 150 | 150
Amounts owed by group undertakings |  | 1,029,216 | 18,241,966
Other debtors |  | 1,252,199 | 17,909
Prepayments |  | 1,337,743 | 16,260,053
Deferred tax assets | 8 | 96,340 | 1,326,748
Total current trade and other debtors |  | 3,715,648 | 35,846,826

13 | Cash and cash equivalents

| 2025 £ | 2024 £
Cash at bank | 14,543 | 9,734

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

14 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | 2,268,265 | 58,794
Amounts due to group undertakings | 1,927,277 | 197,771
Accrued expenses | 1,058,890 | 10,281,939
Dividends payable | 6,501 | 6,501
| 5,260,933 | 10,545,005

15 | Pension and other schemes

Defined benefit pension schemes

Simon Group Pension Fund

The company sponsors the Simon Group Pension Fund which is a defined benefit arrangement in the UK with assets held in separately administered fund. A full actuarial valuation was carried out at 31 December 2024 by a qualified actuary, independent of the scheme's sponsoring employer who has prepared an updated valuation at 31 December 2025 to meet the requirements of FRS 102. The major assumptions used by the actuary are shown below.
The scheme provides retirement benefits on the basis of members final salary. The plan is administered by an independent trustee, who is responsible for ensuring the plan is sufficiently funded to meet current and future obligations. The company has agreed a funding plan with the trustee.
Further payments are made by the group to fund any scheme deficit in accordance with the scheme Actuaries' recommendations. No amounts were paid in the year ended 31 December 2025 (2024: £Nil).

The total cost relating to defined benefit schemes for the year recognised in profit or loss as an expense was £Nil (2024: £Nil).

Reconciliation of scheme assets and liabilities to assets and liabilities recognised

The amounts recognised in the statement of financial position are as follows:

| 2025 £ | 2024 £
Fair value of scheme assets | 166,265,000 | 133,595,000
Present value of defined benefit obligation | (155,849,000) | (113,234,000)
| 10,416,000 | 20,361,000
Effect of surplus cap | (10,416,000) | (20,361,000)
Defined benefit pension scheme surplus/(deficit) | - | -

In accordance with FRS 102 the scheme surplus is not recognised as an asset within the financial statements as the company is prevented from recovering the surplus by the scheme rules.

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Defined benefit obligation

Changes in the defined benefit obligation are as follows:

| 2025 £
Present value at start of year | 113,234,000
Interest cost | 5,925,000
- Impact of experience | (434,000)
- Impact of amended financial assumptions | 64,000
- Impact of amended demographic assumptions | 7,023,000
Benefits paid | (7,066,000)
Inclusion of insured liabilities | 37,103,000
Present value at end of year | 155,849,000

Fair value of scheme assets

Changes in the fair value of scheme assets are as follows:

| 2025 £
Fair value at start of year | 133,595,000
Interest income | 5,925,000
Actuarial gains and losses | (2,564,000)
Benefits paid | (7,066,000)
Inclusion of insured asset | 36,375,000
Fair value at end of year | 166,265,000

| 2025 £ | 2024 £
Purchased annuities for insured liabilities | 36,375,000 | -
Bonds | 120,169,000 | 133,114,000
Cash / Other | 9,721,000 | 481,000
| 166,265,000 | 133,595,000

Return on scheme assets

| 2025 £ | 2024 £
Interest income | 5,925,000 | 5,642,000
Actuarial gains and losses | (2,564,000) | (11,710,000)
| 3,361,000 | (6,068,000)

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

The pension scheme has not invested in any of the company's own financial instruments or in properties or other assets used by the company.

Amounts recognised in Other Comprehensive Income

| 2025 £
Return on plan assets excluding interest income | (2,564,000)
Effect of changes in assumptions | (7,087,000)
Effect of experience adjustments | 434,000
Effect of including insured liabilities and asset | (728,000)
Effect of change in irrecoverable surplus | 9,945,000
Total remeasurement gain/(loss) recognised in Other Comprehensive Income | -

Principal actuarial assumptions

The principal actuarial assumptions at the statement of financial position date are as follows:

| 2025 % | 2024 %
Discount Rate | 5.35 | 5.40
RPI Inflation | 3.10 | 3.20
CPI Inflation | 2.65 | 2.70
Deferred Pension Revaluations | 2.20 | 2.30
Post 2000 - RPI | 2.95 | 3.00
Post 97 Pre 00 - RPI | 2.05 | 2.10
Pre 97 excess - RPI | 3.70 | 3.70
Post 88 GMP - RPI | 3.40 | 3.45

Mortality

Base Table | S4PMA 92% S4PFA 90% | S3PXA H/M/L 100%
Allowance for future improvements | CMI 2024 [1.0%] | CMI 2023 [1.0%]

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

16 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £0.25 each | 208,319,683 | 52,079,921 | 208,319,683 | 52,079,921

There are no restrictions on the repayment of capital or the distribution of dividends.

17 | Dividends Payable

|  | 2025 |  | 2024
|  | £ |  | £
Interim dividend of £Nil (2024 - £0.264) per ordinary share |  | - |  | 55,000,000

18 | Contingencies

The company has given guarantee in respect a group revolving credit facility of €200,000,000 together with a term loan of €20,000,000. At 31 December 2025 a combined amount of €208,400,000 (2024: €210,720,000) was outstanding, however no liability is expected to arise. This guarantee is secured by fixed and floating charges over the assets and undertakings of the company.

19 | Related party transactions

In accordance with FRS102 paragraph 33.1A exemption is taken not to disclose transactions or amounts due between companies wholly owned within the group.
During the year an amount of £84,904 (2024: £51,673) was paid in respect of legal and professional fees to a company under common control.

20 | Parent and ultimate parent undertaking

The company's immediate parent is Montauban SA, incorporated in Luxembourg.
The ultimate parent entity is CLdN Links SA, incorporated in Luxembourg.
The parent of the largest and smallest group preparing group accounts incorporating the results of the company is CLdN Links SA, whose financial statements can be obtained online from Luxembourg Business Registers. The registered address of CLdN Links SA is 3-7 rue Schiller L-2519, Luxembourg.