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

The principal activity of the company continued to be that of the supply of ships' supplies to cruise ships and to the marine, offshore and defence sectors. The company operates warehousing, procurement and logistics services to support the operational needs of vessels at UK ports and offshore locations.

The Company has delivered a strong period of growth during the year, driven by increased activity levels across its operating regions and continued expansion of its customer base. Turnover has increased year on year, reflecting both improved market conditions and targeted commercial efforts to grow market share.

The Company has continued to operate in a competitive trading environment, with a focus on improving market share and high service standards. Performance has been influenced by a combination of pricing dynamics, product mix and broader supply chain conditions. The Company continues to actively manage these factors through pricing discipline, supplier engagement and procurement optimisation.

Operationally, the business continues to focus on service delivery, responsiveness and reliability, which remain key differentiators in retaining and winning contracts. Investment has been made in strengthening operational processes and improving turnaround times on customer quotations and deliveries.

The Company continues to maintain a disciplined approach to cost control. While overheads have increased in line with business growth and inflationary pressures, management remains focused on improving operational efficiency and scalability.

The directors monitor performance using a range of financial and operational KPIs, including:

• Revenue growth. Revenue increased by 12.7% in 2025, reflecting higher activity levels across the Company’s operating regions and continued expansion of its customer base.

• Gross profit margin. Gross profit margin reduced from 38% to 34%, primarily reflecting changes in customer and product mix, together with a competitive trading environment.

• EBITDA and EBITDA margin. EBITDA reduced by 24.6% from £1.86m to £1.40m, principally due to the reduction in gross profit margin and investment in the Company’s operational infrastructure and overhead base to support improved efficiency, scalability and future growth. EBITDA margin reduced from 14.0% to 9.4%, reflecting the reduction in gross profit margin and investment in the Company’s operational infrastructure and overhead base to support future growth.

• Debtor and creditor days. Debtor days increased by 3 days from 64 to 67 days, principally reflecting changes in customer mix and the timing of customer receipts around the year end. Creditor days reduced by 13 days from 126 days to 113 days, principally reflecting increased purchasing activity relative to the year-end trade creditor balance, together with changes in supplier mix and the timing of payments around the year end.

• Service levels, including on time and in full delivery. The Company maintained its high level of customer service, achieving 98% On Time In Full deliveries in both 2025 and 2024.

These measures are reviewed regularly to assess performance and inform strategic decision making.

Financial position

The Company has continued to generate positive operating cash flows during the period. Working capital remains a key area of focus, with active management of receivables, payables and inventory levels to support liquidity and operational efficiency.

The Company maintains appropriate funding arrangements to support its operations and growth strategy. The directors continue to monitor covenant compliance and liquidity closely as part of ongoing financial management.

The Company operates in a competitive and dynamic market and is exposed to a number of key risks:

Market competition

The ship chandlery sector remains highly competitive, with pressure on pricing and margins. The Company mitigates this through service quality, responsiveness and strong customer relationships.

Supply chain and cost inflation

Inflationary pressures and broader supply chain conditions can impact the cost of goods. The Company manages this through supplier diversification and active procurement strategies.

Regulatory and compliance

The Company operates within regulated environments and is subject to a range of legal and regulatory requirements. Compliance is a key priority and is supported by established policies, procedures and internal controls.

Liquidity and financing

The Company maintains ongoing engagement with its funding partners and closely monitors cash flow and covenant requirements to ensure continued financial stability.

The directors remain confident in the outlook for the business. The Company is well positioned to capitalise on growth opportunities, supported by its strong market presence, customer relationships and continued focus on operational delivery.

Key strategic priorities for the coming period include:

• Improving gross profit margins through procurement and pricing initiatives

• Enhancing operational efficiency and scalability

• Continued investment in systems

• Strengthening working capital management

• Delivering sustainable and profitable growth

The Company will continue to focus on maintaining high service standards while driving operational improvements to support long term value creation.

On behalf of the board

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

The principal activity of the company continued to be that of the supply of ships' supplies to cruise ships, and to the marine, offshore and defence sectors. The company operates warehousing, procurement and logistics services to support the operational needs of vessels at UK ports and offshore locations.

The results for the year are set out on page 10.

The Company reported turnover of £14.9 million (2024: £13.3 million) and a profit after taxation of £901,372 (2024: £1,306,254). The reduction in profitability compared with the previous year reflects continued investment in the business, including operational improvements, technology, compliance and strategic initiatives intended to support future growth.

Ordinary dividends were paid amounting to £650,000. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors have assessed the going concern position of the Company for the period to 31 December 2028. This assessment period extends for at least 12 months from the expected date of approval of these financial statements.

In making this assessment, the directors considered the approved FY2026 budget, detailed cash flow forecasts, expected trading performance, working capital requirements, committed capital expenditure and available banking facilities, for a period through to December 2028. The forecasts also considered the Company's anticipated seasonal trading profile together with the continued investment being made in operational systems and infrastructure.

The directors also considered a range of reasonably possible downside scenarios, including reduced sales activity, pressure on gross margins and delays in customer receipts. The Board considered the mitigating actions available, including active management of working capital, control of discretionary expenditure, optimisation of stock holdings and the deferral of non-essential capital expenditure where appropriate.

Based on these assessments, together with the Company's strong liquidity position and ongoing monitoring of financial performance, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium companies exemption.

The directors are responsible 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 then apply them consistently;

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

Qualified Opinion

We have audited the financial statements of Hutton & Co (Ship Chandlers) Limited (‘the company') for the year ended 31 December 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 profit 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 qualified opinion

As a result of our appointment as the Company’s auditor after the year ended 31 December 2024, we were unable to attend the Company’s stock count at 31 December 2024. We were also unable to satisfy ourselves by alternative means concerning the stock quantities held at 31 December 2024, which are included in the balance sheet at £953,547. Consequently, we were unable to determine whether any adjustment to the stock balance at 31 December 2024 was necessary or whether there was any consequential effect on cost of sales for the year ended 31 December 2025. In addition, if any adjustment to the stock balance at 31 December 2024, or related balances in the year ended 31 December 2025, were to be required, the Strategic Report would also need to be amended.

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 qualified 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the stock quantities of £953,547 held at 31 December 2024. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales or gross profit, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.

Arising solely from the limitation on the scope of our work relating to inventory, referred to above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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

• 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.

As explained more fully in the directors' responsibilities statement, 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.

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.

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:

How the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing distribution companies;

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

• we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with directors and other management at the planning stage, and from our knowledge of and experience of distributors;

• the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and

• we focused our planned audit work 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;

• reviewing legal correspondence throughout the year for any potential litigation or claims; and

• considering the internal controls in place that are designed 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:

• identified and assessed the design effectiveness of the controls management has in place to prevent and detect fraud;

• determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;

• reviewed journal entries throughout the year to identify unusual transactions;

• performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;

• reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company’s management;

• tested the completeness of revenue by agreeing a sample of purchase orders to sales invoices and investigated any material variances from expectations; and

• carried out substantive testing to check the occurrence and cut-off of expenditure.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:

• agreeing financial statement disclosures to underlying supporting documentation; and

• enquiring of management as to actual and potential litigation and claims.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involved intentional concealment, forgery, collusion, omission or misrepresentation.

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

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations. There was no other comprehensive income for 2025 or 2024.

The notes on pages 14 to 28 form part of these financial statements.

Hutton & Co (Ships Chandlers) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Dianthus House, Witty Street, Hull, HU3 4TT. The registered number is 03959614.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The directors have assessed the going concern position of the Company for the period to 31 December 2028. This assessment period extends for at least 12 months from the expected date of approval of these financial statements. true

In making this assessment, the directors considered the approved FY2026 budget, detailed cash flow forecasts, expected trading performance, working capital requirements, committed capital expenditure and available banking facilities, for a period through to December 2028. The forecasts also considered the Company's anticipated seasonal trading profile together with the continued investment being made in operational systems and infrastructure.

The directors also considered a range of reasonably possible downside scenarios, including reduced sales activity, pressure on gross margins and delays in customer receipts. The Board considered the mitigating actions available, including active management of working capital, control of discretionary expenditure, optimisation of stock holdings and the deferral of non-essential capital expenditure where appropriate.

Based on these assessments, together with the Company's strong liquidity position and ongoing monitoring of financial performance, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of future receipts. The difference between the fair value of the consideration and the nominal amount is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The 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 net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock is valued at the lower of cost and net realisable value. This requires management to assess based on sales experience and expectations which items of stock will be sold below cost or not at all. Inevitably some of these predictions will not correspond with the actual outcomes leading to a gain or loss in future periods.

Trade debtors are valued at the lower of cost and net realisable value. This requires management to assess based on experience and expectations which debtors are currently expected not to pay in full or not at all. Inevitably some of these predictions will not correspond with the actual outcomes leading to a gain or loss in future periods.

During the period, the company incurred exceptional costs relating to compliance and associated professional services. These include professional fees linked to regulatory compliance activities, executive recruitment, and legal advisory work. These costs are considered exceptional in nature as they are non-recurring and outside the normal course of business.

The company incurred further exceptional costs for redundancies.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 3).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Included within software are assets with a cost and carrying value of £84,420 (2024 - £nil), representing the development of software which remains in progress at the year end. This software is not amortised until development is finalised and brought into use.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

All fixed assets have been pledged to secure borrowings of the parent company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity. Details of the security are provided in note 20.

Stock is held net of a provision of £125,450 (2024 - £143,593).

The following are the major deferred tax liabilities and assets recognised by the company:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Amounts owed to the pension fund at the year end total £9,766 (2024 - £7,524).

The Company has two classes of ordinary shares: Ordinary shares and B Ordinary shares. All shares are non-redeemable and rank equally in all respects. Each share carries one vote and has equal rights to dividends and to participate in any distribution of surplus assets, including on a winding up of the Company.

There are no specific restrictions on the transfer of either class of share other than those contained in the Company’s Articles of Association. All issued shares are held by the Company’s immediate parent undertaking, Hutton Ship Chandlers Holdings Limited.

The company has bonds, guarantees and indemnities with Barclays Bank plc of £20,000 for general corporate purposes.

The company is party to unlimited cross-company guarantees for the borrowings of its parent company, Hutton Ship Chandlers Holdings Limited ("Holdings"). Security against bank borrowings are secured by the following:

• a comprehensive fixed and floating charge over all assets of the company

• a deed of subordination placing strict rules on payment of other debts

• right to control enforcement strategy and recovery actions

• a negative pledge

Amounts owed to the investors of Holdings rank behind those of the bank and are secured by the following:

• a fixed charge over all freehold and leasehold property

• a fixed charge over all intellectual property

• a floating charge over all assets and undertakings

• a negative pledge

At the year end, the Directors are of the opinion that the probability of any security being called upon in this company is remote and accordingly have not provided for any liability under the terms of either security.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel is as follows.

Directors' loan account

During the year, advances of £20 (2024: £6,236) were made to directors. Repayments received from directors were £nil (2024: £740,095). As at 31 December 2025, £5,475 (2024: £5,455) was owed by the director to the company. This balance is included within other debtors.

Transactions with related parties

During the year, management charges of £nil (2024: £80,000) were charged to the company by a related party controlled by a member of key management personnel. As at 31 December 2025, there were no amounts owed in respect of this.

During the year, the company made rental lease payments totalling £36,000 (2024: £36,000) to a company controlled by a member of key management personnel. As at 31 December 2025, no amounts were owed.

During the year, the company made rental lease payments totalling £178,921 (2024: £170,000) to a related party which is controlled by a member of key management personnel. As at 31 December 2025, no amounts were owed.

The company has taken advantage of the exemption available under FRS 102 section 33.1A and has not disclosed transactions with wholly owned subsidiaries of the ultimate parent company, Hutton Ship Chandlers Holdings Limited.

The company is a wholly owned subsidiary of Hutton Ship Chandlers Holdings Limited, which is incorporated in the United Kingdom. The ultimate controlling party is Foresight Group LLP, by virtue of their ownership of Foresight Regional Investment Fund IV LP and Foresight Regional Investment Fund V LP. The company is not included within the consolidated financial statements of any other entity.