ACCOUNTS - Final Accounts

Analysis of the maturity of loans is given below:

Registered number: 11052295

HD SHARMAN GROUP LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

HD SHARMAN GROUP LIMITED

COMPANY INFORMATION

Directors	Mr J Moeller-Jensen (resigned 25 June 2025)
	Mr B Horgan (resigned 25 June 2025)
	Mr M De Rozarieux
	Mr A Coates (appointed 25 June 2025)
	Mr G Ward (appointed 25 June 2025)
	Mr J Irvine (appointed 25 June 2025)
	Mr L Daveran (appointed 25 June 2025)
	Mr P Teasdale (appointed 25 June 2025)


Registered number	11052295


Registered office	13 Flemming Court
	Whistler Drive
	Castleford
	West Yorkshire
	WF10 5HW


Independent auditors	Price Bailey LLP
	Chartered Accountants & Statutory Auditors
	Tennyson House
	Cambridge Business Park
	Cambridge
	CB4 0WZ

HD SHARMAN GROUP LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Balance Sheet	8
Notes to the Financial Statements	9 - 19

HD SHARMAN GROUP 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.

Results and dividends

The loss for the year, after taxation, amounted to £899,361 (2024 - profit £2,229,002).

Directors

The directors who served during the year were:

Mr J Moeller-Jensen (resigned 25 June 2025)

Mr B Horgan (resigned 25 June 2025)

Mr M De Rozarieux

Mr A Coates (appointed 25 June 2025)

Mr G Ward (appointed 25 June 2025)

Mr J Irvine (appointed 25 June 2025)

Mr L Daveran (appointed 25 June 2025)

Mr P Teasdale (appointed 25 June 2025)

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 to 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 1

HD SHARMAN GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

Under section 487(2) of the Companies Act 2006, Price Bailey LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 20 August 2026 and signed on its behalf.

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

Mr L Daveran

Director

Page 2

HD SHARMAN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD SHARMAN GROUP LIMITED

Opinion

We have audited the financial statements of HD Sharman Group Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet and the related notes, 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 United Kingdom, including the Financial Reporting Council'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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

We have nothing to report in this regard.

Page 3

HD SHARMAN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD SHARMAN GROUP LIMITED (CONTINUED)

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report 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 Directors' Report.

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:

∙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 Directors' Responsibilities Statement set out on page 1, 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.

Page 4

HD SHARMAN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD SHARMAN GROUP LIMITED (CONTINUED)

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 an Auditors' 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry
in which it operates and considered the risk of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations. This included those regulations directly related to the financial
statements, including financial reporting, tax legislation and industry regulations including GDPR, employment
law, health and safety and warranties.

We communicated the identified laws and regulations with the audit team and remained alert to any indications
of non-compliance throughout the audit. We carried out specific procedures to address the risks identified.

These included the following:

- agreeing the financial statement disclosures to underlying supporting documentation to assess compliance
with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiries of management including those responsible for key regulations;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks
of material misstatement due to fraud;.

In addressing the risk of management override of controls, we carried out testing of journal entries and other
adjustments for appropriateness, assessing whether the judgements made in making accounting estimates are
indicative of a potential bias and evaluating the business rationale of significant transactions outside the normal
course of business.

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 involves
intentional concealment, forgery, collusion, omission or misrepresentation as to what extent the audit was
considered capable of detecting irregularities, including fraud.

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 Auditors' Report.

Page 5

HD SHARMAN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD SHARMAN GROUP LIMITED (CONTINUED)

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 Auditors' 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.

Adam Norman FCCA (Senior Statutory Auditor)

for and on behalf of

Price Bailey LLP

Chartered Accountants

Statutory Auditors

Tennyson House

Cambridge Business Park

Cambridge

CB4 0WZ

21 August 2026

Page 6

HD SHARMAN GROUP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover		160,000	585,000
Gross profit		160,000	585,000
Administrative expenses		(67,907)	(276,028)
Exceptional administrative expenses	8	(809,686)	-
Operating (loss)/profit		(717,593)	308,972
Income from fixed assets investments		-	2,222,619
Interest receivable and similar income	5	533,404	3,866
Interest payable and similar expenses	6	(715,172)	(306,455)
(Loss)/profit before tax		(899,361)	2,229,002
(Loss)/profit for the financial year		(899,361)	2,229,002

Other comprehensive income for the year
Total comprehensive income for the year		(899,361)	2,229,002

The notes on pages 9 to 19 form part of these financial statements.

Page 7

HD SHARMAN GROUP LIMITED

REGISTERED NUMBER: 11052295

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Fixed asset investments	9		12,466,825		12,466,825
Current assets
Debtors: amounts falling due after more than one year	10	7,680,857		7,852,657
Debtors: amounts falling due within one year	10	15,522,336		736,041
Cash at bank and in hand	11	187,525		35,578
		23,390,718		8,624,276
Creditors: amounts falling due within one year	12	(18,921,410)		(14,756,901)
Net current assets/(liabilities)			4,469,308		(6,132,625)
Total assets less current liabilities			16,936,133		6,334,200
Creditors: amounts falling due after more than one year	13		(12,750,000)		(1,250,000)

Net assets			4,186,133		5,084,200

Capital and reserves
Called up share capital	16	13,230	11,936
Share premium account	17	393,059	393,059
Capital redemption reserve	17	250	250
Merger reserve	17	4,654,812	4,654,812
Profit and loss account	17	(875,218)	24,143
		4,186,133	5,084,200

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 August 2026.

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

Mr L Daveran

Director

The notes on pages 9 to 19 form part of these financial statements.

Page 8

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

HD Sharman Group Limited is a private company limited by shares incorporated in England and Wales, United Kingdom. The address of the registered office is 13 Flemming Court, Castleford, West Yorkshire, WF10 5HW.

The principal activity of the company has been that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The Group's functional and presentational currency is GBP.

The financial statements have been rounded to the nearest pound.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Graphmars Holdco Limited as at 27th December 2025 and these financial statements may be obtained from 13 Flemming Court, Castleford, England, WF10 5HW..

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

2.4

Going concern

The directors have prepared projected budgets and on the basis of these budgets, the directors have considered the company to continue to operate as a going concern. The directors are confident that the company will have sufficient funds to meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these financial statements.

The directors continue to monitor cashflow closely and exercise tight credit control and, based on their forecasts and built up reserves, consider it appropriate to continue to prepare the financial statements on a going concern basis.

Page 9

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 10

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 11

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.15

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

2.16

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 12

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make significant judgements, estimates and assumptions. The estimates and associated assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on managemnt's best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates.

Estimates and judgements are continually evaluated. Revisions to accounting estimates are recognised in the period in which the estimates is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.

Tangible fixed assets
Each year the company reviews the estimated useful lives and residual values of tangible fixed assets and these are adjusted if appropriate. The depreciation rates are calculated according to the useful economic life that management believe to be appropriate based on the nature of the asset in operation.

Impairment of trade debtors
The recoverability has been assessed at the period end and up until the date of signing these financial statements. Management have based the decision to provide for any amounts based on their judgement of all the available information and their experience of the specific nature of the trade debtor in question.

Valuation and impairment of subsidiaries
In valuing the shares issued on acquisition of subsidiary and reviewing for potential impairment, management make judgements and assumptions as to expected future profits at the date the acquisition is completed. The trading subsidiaries are profit-making and have sufficient net assets to cover any repayments within the next twelve months, so no impairment has been recognised during the year.

4.	Employees
	Staff costs were as follows:

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Directors	6	3

5.	Interest receivable
		2025	2024
		£	£

Interest receivable from group companies	522,335	-
Other interest receivable	11,069	3,866
	533,404	3,866

Page 13

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable

715,172

306,455

7.	Dividends
		2025	2024
		£	£

Dividends received

2,222,619

8.	Exceptional items
		2025	2024
		£	£

Professional fees relating to the sale of the company

809,686

During the year, HD Sharman Group and its subsidiaries were sold to Performance Technical Services Group Limited. The above relate to consulting and legal fees in relation to the sale.

9.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	12,466,825
	At 31 December 2025	12,466,825

Page 14

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Gutterline Services Ltd	13 Flemming Court, Whistler Drive, Castleford, West Yorkshire, WF10 5HW	Ordinary	100%
HD Sharman Ltd (wholly owned subsidiary of Gutterline Service Ltd)	13 Flemming Court, Whistler Drive, Castleford, West Yorkshire, WF10 5HW	Ordinary	100%
ITAC Limited	13 Flemming Court, Whistler Drive, Castleford, West Yorkshire, WF10 5HW	Ordinary	100%
Delvemade Limited (wholly owned subsidiary of ITAC Limited)	13 Flemming Court, Whistler Drive, Castleford, West Yorkshire, WF10 5HW	Ordinary	100%
Seamsil Limited (wholly owned subsidiary of Delvemade Limited)	13 Flemming Court, Whistler Drive, Castleford, West Yorkshire, WF10 5HW	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Gutterline Services Ltd	5,539,922	(65)
HD Sharman Ltd (wholly owned subsidiary of Gutterline Service Ltd)	12,558,748	4,469,745
ITAC Limited	5,059,978	357,289
Delvemade Limited (wholly owned subsidiary of ITAC Limited)	3,250,887	-
Seamsil Limited (wholly owned subsidiary of Delvemade Limited)	2	-

10.	Debtors
		2025	2024
		£	£

Due after more than one year
Amounts owed by group undertakings	7,680,857	7,680,857
Other debtors	-	171,800
	7,680,857	7,852,657

					2025	2024
					£	£

Page 15

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Debtors (continued)

Due within one year
Amounts owed by group undertakings	15,522,336	-
Other debtors	-	14,796
Prepayments and accrued income	-	721,245
	15,522,336	736,041

11.	Cash and cash equivalents
		2025	2024
		£	£

	Cash at bank and in hand	187,525	35,578

12.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans	1,500,000	1,500,000
Trade creditors	-	3,000
Amounts owed to group undertakings	17,377,286	13,195,100
Corporation tax	36,457	58,801
Other taxation and social security	7,667	-
	18,921,410	14,756,901

13.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

	Bank loans	12,750,000	1,250,000

The aggregate amount of creditors for which security has been given totalled £14,250,000 (2024 - £2,750,000) (Group and Company). The security given relates to a charge over 1,718,000 ordinary shares in Gutterline Services Limited and 40,000 ordinary shares in ITAC Limited and a cross guarantee over the assets of Gutterline Services Limited, H.D. Sharman Limited, Delvemade Limited and Seamsil Limited.

Page 16

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Amounts falling due within one year
Bank loans	1,500,000	1,500,000
Amounts falling due 1-2 years
Bank loans	1,500,000	250,000
Amounts falling due 2-5 years
Bank loans	6,000,000	1,000,000
Amounts falling due after more than 5 years
Bank loans	5,250,000	-
	14,250,000	2,750,000

15.	Financial instruments
		2025	2024
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	187,525	35,578

	Financial Liabilities
	Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio	(31,627,286)	(15,948,100)

	Financial assets measured at fair value through profit or loss comprise of cash at bank and in hand.
	Financial assets that are debt instruments measured at amortised cost comprise trade debtors, amounts owed by group undertakings and other debtors.
	Financial liabilities measured at amortised cost comprise bank loans, trade creditors, amounts owed to group undertakings, other creditors and accruals.

Page 17

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,185,870 (2024 - 1,185,870) A Ordinary shares of £0.010000 each	11,859	11,859
360,300 (2024 - 360,000) C Ordinary shares of £0.000012 each	4	4
631,093 (2024 - 631,100) D Ordinary shares of £0.000100 each	63	63
95,000 (2024 - 95,000) E Ordinary shares of £0.000100 each	10	10
1,294 (2024 - ) C Ordinary shares of £1.000000 each	1,294	-

	13,230	11,936

1,294 C Ordinary shares of £1 each were issued paid for cash of £1,294.

17.

Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the
issuing of shares are deducted from share premium.

Capital redemption reserve

Includes any shares which have been bought back by the Company.

Other reserves

The other reserve is a non-distributable reserve created by the exercise of s612 merger relief for the amount that the fair value of the shares acquired in connection with the acquisition of the subsidiary company, Gutterline Services Limited, is in excess of the nominal value of the 1,700,820 A Ordinary shares of £0.01 each, 356,697 C Ordinary shares of £0.0000138 each and 495 Deferred shares of £0.0000557 each that were issued in exchange.

Amounts used to issue bonus shares and consideration for the purchase of own shares are also deducted from the merger reserve.

Profit and loss account

Includes all current and prior period retained profits and losses less any dividends paid.

18.	Contingent liabilities

All bank loans and overdrafts of the Group are secured by fixed and floating charges. The security given relates to a charge over 1,718,000 ordinary shares in Gutterline Services Limited and 40,000 ordinary shares in ITAC Limited and a cross guarantee over the assets of Gutterline Services Limited, H.D. Sharman Limited, Delvemade Limited and Seamsil Limited.

Page 18

HD SHARMAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.

Related party transactions

The Company has taken advantage of the exemption from the requirement to disclose transactions with wholly owned group companies.

During the year the company was charged consultancy fees of £302,062 (2024 - £59,334) from Raystan Ltd, a company in which Mr L Daveran is a director of. The services were provided prior to Mr L Daveran's employment at H D Sharman Group Limited. The fees were charged at an arms length basis and no amounts were outstanding at the year end (2024 - £Nil).

20.	Controlling party

The ultimate controlling party is Graphmars Holdco Limited.

Consolidated financial statements for Graphmars Holdco Limited can be obtained from 13 Flemming
Court, Castleford, West Yorkshire, WF10 5HW.

Page 19