These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 1A - small entities.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Hutton Ship Chandlers Holdings 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 15469637.

These financial statements cover the 10 month period from 1 March 2025 to 31 December 2025.This shortened period is to align with the financial statements of the subsidiary company.

The comparative period covers the period from 6 February 2024 to 28 February 2025, being the first annual period prescribed by Companies House since incorporation.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

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 Group, of which the Company is the parent , and the Company itself 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 have considered the group's current trading performance, cash flow forecasts, and available resources. The forecasts reflect the approved FY2026 baseline business plan, including expected seasonal trading patterns, working capital movements, and committed capital expenditure, through to December 2028.

The directors have also considered a range of reasonably possible scenarios and sensitivities in preparing these forecasts. Mitigating actions available to management include active working capital management, control of discretionary expenditure, and the ability to defer or reduce capital investment if required.

Based on the above, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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.

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.

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.

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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

Dividend income

Dividend income is recognised when declared.

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.

In the period, the Company acquired investments which included an element of contingent consideration. The Directors have made their best estimate of amounts expected to be paid based on the anticipated performance of the investment in accordance with the terms of the purchase agreement. Further details are provided in notes 6, 9, and 10.

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

Details of the company's subsidiaries at 31 December 2025 are as follows:

The total financial liabilities held at fair value through profit and loss relate to contingent and earn out payments arising on the acquisition of Hutton & Co (Ships Chandlers) Limited.

Contingent payments

These are recognised at £500,000, being the amounts set aside as the maximum tax provision and representing ringfenced cash. The amounts payable will be up to this amount when certain tax positions are settled. As the timing of this settlement is uncertain, the amounts are not discounted.

Earn out payments

The payments on these are payable in annual tranches from 2025 to 2027, where the determination of the exact value is contingent on an underlying profit formula in each year. The actual amounts payable may vary from £0 to £3,800,000, with the amount payable for the current financial year being agreed subsequent to the year end and included within the determination of fair value at the year end. Amounts payable are discounted at the estimated weighted average cost of capital, being 16.3%.

Included within cash is £500,000 held in a restricted bank account, where monies are pledged solely against potential payable amounts arising on the acquisition of Hutton & Co (Ship Chandlers) Limited.

Other creditors relates to accrued interest due to loans (£1,116,454; February 2025 - £571,310) and the current portion of contingent consideration in line with the purchase agreement of the subsidiary investment (£189,360; February 2025 - £170,049).

Deferred consideration represents £500,000 of amounts potentially payable under the terms of the sale & purchase agreement where monies have been placed in a restricted bank account under the control of the Company, as shown in note 8.

Details of the contingent consideration are provided in note 6.

The accrued interest is secured by way of a fixed and floating charge over the Company's assets, and by way of a cross-company guarantee from the subsidiary company.

Loans are all repayable between 1 and 5 years. Bank loans carry a fixed rate of interest and are secured by way of a fixed charge over the Company's assets, and by a cross-company guarantee provided by the subsidiary company.

Debenture loans are owed to the company shareholder, Foresight Group, with annual interest of 10%, and are secured by a subordinate floating charge over the Company's assets and a cross-company guarantee provided by the subsidiary company.

Deferred and earn out considerations exist following the acquisition of the wholly owned subsidiary, Hutton & Co (Ships Chandlers) Limited, in 2024. A discount rate for deferred consideration of 9.75% has been applied in line with the external borrowing rate, with the discounted value of £1,326,867 (February 2025 - £1,232,017) representing an undiscounted amount of £1,500,000 repayable in May 2027.

The earn out is held at fair value through profit and loss, and is discounted at rate of 16.3%; details of the calculation of fair value are provided in note 6.

Subsequent to the year end, the terms of the earn out have been changed as detailed in note 11, and payment of the deferred consideration has been agreed subject to Santander approval.

On 25 June 2026 the Company agreed a variation to the terms of the earn out consideration, currently shown in note , which adjusts the terms to make these easier and extended in life. The key adjustments are:

1. Extension to a 2027 earn out period, with new target included.

2. Settlement of an agreed shortfall of £300,000 payable on the 2024 earn out target.

Neither adjustment is reflected in the carrying value of the earn out at 31 December 2025, as the terms were not agreed at that point. The corresponding adjustment will be to adjust the value of the investment to reflect the Company's updated assessment of likelihood of the new targets being met, adjusted by the time value associated with the loan.

Subject to the achievement of the agreed performance conditions and approval from Santander, £500,000 of deferred consideration, originally payable in May 2027, may become payable early in either June 2026 or September 2026. As the recipient is a related party of the Company, any accelerated payment will constitute a related-party transaction.

The Company has taken the exemption permitted by section 33.1A Related Party Disclosures, not to disclose transactions made its wholly owned subsidiary. Details of amounts outstanding at the year end are provided in note 7.

The company also has loans owed to the majority shareholder the Foresight Group, which are further detailed in note 10.

Amounts detailed in note 10 as deferred consideration and earn out consideration are payable to a Director of the Company.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

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 period 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.

The Company is controlled by Foresight Regional Investment IV LP. No party includes the Company in its consolidated financial statements.