REGISTERED NUMBER: 01744130 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

MB Shipbrokers (UK) Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

H Franck

M Madsen

REGISTERED OFFICE:

Grant House

2nd Floor

56-60 St. John Street

London

EC1M 4HG

REGISTERED NUMBER:

01744130 (England and Wales)

AUDITORS:

Krogh & Partners Limited, (Statutory Auditor)

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of shipbrokers.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

H Franck

M Madsen

RESULTS

The Company's loss for the year amounted to £ (366,521).

POST BALANCE SHEET EVENTS

No post balance sheet events have occurred since 31 December 2025 which requires reporting or disclosing in the accounts.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Pursuant to section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and Krogh & Partners Limited will therefore continue in office.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

H Franck - Director

5 May 2026

Opinion

We have audited the financial statements of MB Shipbrokers (UK) Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 Auditors' 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 financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge of the business;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

-

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

-

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

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims;

-

reviewing correspondence with HMRC and relevant regulators

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

John Lindegaard (Senior Statutory Auditor)

for and on behalf of Krogh & Partners Limited, (Statutory Auditor)

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

5 May 2026

TURNOVER

1,155,813

1,724,826

Cost of sales

1,329,812

1,329,129

GROSS (LOSS)/PROFIT

(173,999

)

395,697

Administrative expenses

179,608

482,939

OPERATING LOSS

(353,607

)

(87,242

)

Interest receivable and similar income

4

36,306

50,959

(317,301

)

(36,283

)

Interest payable and similar expenses

5

49,220

50,327

LOSS BEFORE TAXATION

(366,521

)

(86,610

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(366,521

)

(86,610

)

LOSS FOR THE YEAR

(366,521

)

(86,610

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(366,521

)

(86,610

)

FIXED ASSETS

Tangible assets

6

106,097

-

CURRENT ASSETS

Debtors

7

1,637,308

2,105,289

Cash at bank

66,595

171,700

1,703,903

2,276,989

CREDITORS

Amounts falling due within one year

8

366,105

398,994

NET CURRENT ASSETS

1,337,798

1,877,995

TOTAL ASSETS LESS CURRENT LIABILITIES

1,443,895

1,877,995

CREDITORS

Amounts falling due after more than one year

9

1,676,952

1,744,531

NET (LIABILITIES)/ASSETS

(233,057

)

133,464

CAPITAL AND RESERVES

Called up share capital

10

205,000

205,000

Share premium

192,197

192,197

Retained earnings

(630,254

)

(263,733

)

SHAREHOLDERS' FUNDS

(233,057

)

133,464

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 5 May 2026 and were signed on its behalf by:

H Franck - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

205,000

(177,123

)

192,197

220,074

Changes in equity

Total comprehensive income

-

(86,610

)

-

(86,610

)

Balance at 31 December 2024

205,000

(263,733

)

192,197

133,464

Changes in equity

Total comprehensive income

-

(366,521

)

-

(366,521

)

Balance at 31 December 2025

205,000

(630,254

)

192,197

(233,057

)

1.	STATUTORY INFORMATION

MB Shipbrokers (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The parent company has confirmed that it will maintain financial support for the foreseeable future to enable the company to continue normal trading operations.

Related party exemption

As the company is a wholly owned subsidiary of MBEB Holding ApS, and its results and assets are included within the consolidated financial statements of that company, the company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive Value added Tax and trade discounts.

Revenue is earned in The United Kingdom.

Tangible fixed assets

Tangible assets are stated at cost, net of depreciation and any provision for impairment.

Depreciation on fixed assets is provided at rates estimated to write off the cost amounts, less estimated residual value, of each asset over its expected useful life as follows:

Short leasehold improvements

3-5 years

Furniture and equipment

3-5 years

Deferred tax

Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements of recognition in the tax computation.

A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse.

Deferred tax assets and liabilities are not discounted.

Foreign currencies

On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income for financial expenses.

Receivables, payables and other monetary items denominated en foreign currencies are translated at the exchange rates at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable of payable arose or was recognised in the latest financial statements is recognised in the income statement as financial income or financial expenses.

Operating leases

Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease terms.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 8 (2024 - 9 ) .

4.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

£

Group company interest

31,725

33,968

Deposit account interest

4,581

16,991

36,306

50,959

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Financial cost

377

-

Group company interest

48,843

50,327

49,220

50,327

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

Additions

110,100

At 31 December 2025

110,100

DEPRECIATION

Charge for year

4,003

At 31 December 2025

4,003

NET BOOK VALUE

At 31 December 2025

106,097

7.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

40,524

211,045

Amounts owed by group undertakings

88,087

81,985

Other debtors

959

4,347

Tax

2,950

2,950

Deferred tax asset

Accelerated capital allowances

3,948

3,948

Prepayments and accrued income

26,354

23,337

162,822

327,612

Amounts falling due after more than one year:

Amounts owed by group undertakings

1,474,486

1,777,677

Aggregate amounts

1,637,308

2,105,289

The borrower may at any time prepay the whole or any part of the loan.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

19,885

26,762

Amounts owed to group undertakings

125,131

95,192

Social security and other taxes

33,167

27,423

Other creditors

187,922

249,617

366,105

398,994

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

1,676,952

1,744,531

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

205,000

Ordinary

1

205,000

205,000

11.	OTHER FINANCIAL COMMITMENTS

At 31 December 2025 the company had commitments under non-cancellable operating leases totalling

£331,250 (31 December 2024 - £27,500).

12.	ULTIMATE PARENT COMPANY

The smallest and largest group in which the results of the Company are consolidated is that of the immediate holding company, MBEB Holding ApS, a company incorporated in Denmark under company registration number 44491796.

The financial statements of MBEB Holding ApS can be obtained from

Erhvervsstyrelsen

Langelinie Alle 17

2100 Copenhagen OE

Denmark.