Tower Cruises Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Tower Cruises Limited is a private company, limited by shares, incorporated in England & Wales, registered number 14598660 . The registered office is Woods Quay, Victoria Embankment, London, WC2N 6AY.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

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

2.2. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.3. Tangible Fixed Assets and Depreciation

The construction of the hybrid powered, low speed catamaran tourist cruise vessel completed during 2025 and therefore this asset has been transferred out of assets under construction as this is now in use.

Depreciation has been charged in the year as follows:

Fixtures & Fittings	15%-25%
Computer Equipment	33%

No depreciation is charged on the company's passenger vessel because, based on the directors' experience with similar vessels, the directors consider that the vessel's economic useful life is so long, and its residual value so high, that any depreciation charge would be immaterial.

The boat will be revalued on a regular basis by an independent third party.

2.4. Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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Tower Cruises Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.5. Pensions

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

2.6. Government Grant

Government grants are recognised when there is reasonable assurance that the company has complied with the conditions attached to the grant and that the grant will be received.

Grants relating to revenue expenditure are recognised in profit or loss in the period in which the related costs they are intended to compensate are recognised.

Grants relating to capital expenditure are recognised as a reduction to the cost of the related tangible fixed asset. The grant is therefore recognised in profit or loss over the useful life of the asset through reduced depreciation charges.

2.7. Financial Instruments

The company has elected to apply the provision of Section 11 'Basic Financial Instruments' of IFRS 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.

Basic financial assets

Basic financial assets, which include trade and other debtors and cash and cash equivalent 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

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, are initially recognised at transactions 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.

2.8. Equity Instruments

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.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 2 (2024: 2)

4. Tangible Assets

	Fixtures & Fittings	Passenger Vessels	Assets Under Construction	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 January 2025	-	-	3,283,978	-	3,283,978
Additions	65,749	4,686,344	-	8,634	4,760,727
Transfers	-	3,283,978	(3,283,978 )	-	-
Other	-	(1,281,126 )	-	-	(1,281,126 )

As at 31 December 2025	65,749	6,689,196	-	8,634	6,763,579

...CONTINUED

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Tower Cruises Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Depreciation
As at 1 January 2025	-	-	-	-	-
Provided during the period	2,077	-	-	794	2,871

As at 31 December 2025	2,077	-	-	794	2,871

Net Book Value
As at 31 December 2025	63,672	6,689,196	-	7,840	6,760,708

As at 1 January 2025	-	-	3,283,978	-	3,283,978

Additions during the year are stated net of a capital grant of £1,281,126.09 received from Shipyard Pendennis under the Clean Maritime Demonstration Competition (Round 4) towards the construction of the vessel. The grant is recognised as a reduction to the cost of the related asset.

5. Stocks

	2025	2024
	£	£
Stock	735	-

6. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	8,930	4,650
Prepayments and accrued income	110,031	-
Other debtors	470,650	538,409
VAT	40,066	9,585

	629,677	552,644

Other debtors include a deferred tax asset of £400,592 arising from unrelieved tax losses expected to be recovered against future taxable profits.

7. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	335,007	504,482
Bank loans and overdrafts	1,586,000	11,440
Other creditors	92,405	6,460

	2,013,412	522,382

8. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Bank loans	4,926,146	2,516,560
Other loans	1,761,909	1,061,909

	6,688,055	3,578,469

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Tower Cruises Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

9. Secured Creditors

The following secured debts are included within creditors:

31.12.25 31.12.24

£ £

Bank loans 6,009,655 1,525,510

The increase during the year reflects further drawdowns under the facility. The secured debts are secured by an assignment of the company's rights under the vessel construction contract, including rights to take delivery of the vessel and associated contractual rights. The parent company, Woods River Cruises Ltd, is a party to the loan agreement as guarantor. The remaining bank loan balances are unsecured.

10. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	80	80

11. Reserves

	Other reserves	Profit and Loss Account
	£	£
As at 1 January 2025	338,091	(182,651 )
Loss for the year and total comprehensive income	-	(1,115,967 )

As at 31 December 2025	338,091	(1,298,618 )

Other reserves comprise the convertible debt reserve being the equity component of the convertible loan note as referred to in note 7 of the financial statements.

12. Ultimate Controlling Party

The day to day control of the company rests with the directors. The controlling party is the immediate parent company Woods River Cruises Limited a company registered in England and Wales.

There is no single ultimate controlling party.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		6,760,708		3,283,978

			6,760,708		3,283,978
CURRENT ASSETS
Stocks	5	735		-
Debtors	6	629,677		552,644
Cash at bank and in hand		349,900		419,749

		980,312		972,393
Creditors: Amounts Falling Due Within One Year	7	(2,013,412 )		(522,382 )

NET CURRENT ASSETS (LIABILITIES)			(1,033,100 )		450,011

TOTAL ASSETS LESS CURRENT LIABILITIES			5,727,608		3,733,989

Creditors: Amounts Falling Due After More Than One Year	8		(6,688,055 )		(3,578,469 )

NET (LIABILITIES)/ASSETS			(960,447 )		155,520

CAPITAL AND RESERVES
Called up share capital	10		80		80
Other reserves			338,091		338,091
Profit and Loss Account			(1,298,618 )		(182,651 )

SHAREHOLDERS' FUNDS			(960,447)		155,520