ACCOUNTS - Final Accounts

Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:

Registered number: 08811464

GUTTERLINE SERVICES LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

GUTTERLINE SERVICES LIMITED

COMPANY INFORMATION

Directors	Adam John Coates (appointed 25 June 2025)
	Leigh Garner Daveran (appointed 25 June 2025)
	Mark Ian De Rozarieux
	John Alexander Irvine (appointed 25 June 2025)
	Paul William Teasdale (appointed 25 June 2025)
	Gregory Ward (appointed 25 June 2025)
	Barry John Horgan (resigned 25 June 2025)
	Jakob Moeller-Jensen (resigned 25 June 2025)


Company secretary	A Coates


Registered number	08811464


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

GUTTERLINE SERVICES LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Income and Retained Earnings	7
Balance Sheet	8
Notes to the Financial Statements	9 - 14

GUTTERLINE SERVICES 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.

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;

∙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.

Principal activity

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

Results and dividends

The loss for the year, after taxation, amounted to £65 (2024 - profit £2,217,053).

The company is a non-trading company.

Directors

The directors who served during the year were:

Adam John Coates (appointed 25 June 2025)

Leigh Garner Daveran (appointed 25 June 2025)

Mark Ian De Rozarieux

John Alexander Irvine (appointed 25 June 2025)

Paul William Teasdale (appointed 25 June 2025)

Gregory Ward (appointed 25 June 2025)

Barry John Horgan (resigned 25 June 2025)

Jakob Moeller-Jensen (resigned 25 June 2025)

Page 1

GUTTERLINE SERVICES LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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.

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 and signed on its behalf.

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

Mr L Daveran

Director

Date: 20 August 2026

Page 2

GUTTERLINE SERVICES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GUTTERLINE SERVICES LIMITED

Opinion

We have audited the financial statements of Gutterline Services Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, 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

GUTTERLINE SERVICES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GUTTERLINE SERVICES 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

GUTTERLINE SERVICES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GUTTERLINE SERVICES 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

GUTTERLINE SERVICES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GUTTERLINE SERVICES 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

Date: 21 August 2026

Page 6

GUTTERLINE SERVICES LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
	£	£


Administrative expenses	(65)	(5,566)
Operating loss	(65)	(5,566)
Income from fixed assets investments	-	2,222,619
(Loss)/profit before tax	(65)	2,217,053
(Loss)/profit after tax	(65)	2,217,053



Retained earnings at the beginning of the year	3,821,983	3,827,547
(Loss)/profit for the year	(65)	2,217,053
Dividends declared and paid	-	(2,222,619)
Retained earnings at the end of the year	3,821,918	3,821,981

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of income and retained earnings.

The notes on pages 9 to 14 form part of these financial statements.

Page 7

GUTTERLINE SERVICES LIMITED

REGISTERED NUMBER: 08811464

BALANCE SHEET

AS AT 31 DECEMBER 2025


	2025	2024
Note	£	£


Fixed assets
Investments	7		7,313,770		7,313,770
			7,313,770		7,313,770
Current assets
Debtors: amounts falling due within one year	8	5,903,642		5,903,641
Cash at bank and in hand	9	3,367		3,432
		5,907,009		5,907,073
Creditors: amounts falling due within one year	10	(7,680,857)		(7,680,857)
Net current liabilities			(1,773,848)		(1,773,784)
Total assets less current liabilities			5,539,922		5,539,986



Net assets excluding pension asset			5,539,922		5,539,986
Net assets			5,539,922		5,539,986

Capital and reserves
Called up share capital	13	17,185	17,185
Share premium account		1,700,820	1,700,820
Profit and loss account		3,821,917	3,821,981
		5,539,922	5,539,986

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 14 form part of these financial statements.

Page 8

GUTTERLINE SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Gutterline Services 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, Whistler Drive, Castleford, West Yorkshire, WF10 5HW.

The principal activity of the Company continues to be that of a holding company for H D Sharman Limited.

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 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 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.

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

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.

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 any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Page 9

GUTTERLINE SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

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.

2.7

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.

2.8

Creditors

Short-term creditors are measured at the transaction price.

2.9

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 10

GUTTERLINE SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Interest income

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

2.11

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.

Fees payable to the Company's auditors for the audit of the Company's financial statements

7,000

6,300

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Employees

The average monthly number of employees, including directors, during the year was 6 (2024 - 3).

5.	Income from investments
		2025	2024
		£	£

	Dividends received	-	(2,222,619)

6.	Dividends
		2025	2024
		£	£

Declared in the year

2,222,619

Page 11

GUTTERLINE SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2025	7,313,770
	At 31 December 2025	7,313,770

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

H D Sharman Limited

High Peak Works, Chapel-en-le-Frith, High Peak, Derbyshire, SK23 0HW

Ordinary

100%

8.	Debtors

					2025	2024
					£	£

Due within one year
Amounts owed by group undertakings	5,903,642	5,903,641

9.	Cash and cash equivalents
		2025	2024
		£	£

	Cash at bank and in hand	3,367	3,432

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

	Amounts owed to group undertakings	7,680,857	7,680,857

Page 12

GUTTERLINE SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Creditors: Amounts falling due after more than one year

12.	Financial instruments
		2025	2024
		£	£

Financial assets
Financial assets measured at fair value through profit or loss	3,367	3,432
Financial assets that are debt instruments measured at amortised cost	5,903,642	5,903,641
	5,907,009	5,907,073

	Financial liabilities
	Financial liabilities measured at amortised cost	(7,680,857)	(7,680,857)

	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 amounts owed by group undertakings.
	Financial liabilities measured at amortised cost comprise amounts owed to group undertakings.

Allotted, called up and fully paid

1,718,000 (2024 - 1,718,000) Ordinary A shares of £0.010000 each	17,180	17,180
360,300 (2024 - 360,300) Ordinary C shares of £0.000014 each	5	5
500 (2024 - 500) Deferred shares of £0.000056 each	-	-

	17,185	17,185

The Ordinary A and C shares carry the right to participate in any distributions and attend and vote at any general meeting of the company.

The Deferred Shares have capital rights (limited to £1.00 in aggregate) attached to them, but not income or voting rights.

14.	Contingent liabilities

The Company has provided a guarantee on loans of the parent company H.D. Sharman Group Limited totalling £14,250,000 (2024 - £2,750,000). Security is held over all assets of Gutterline Services Limited.

Page 13

GUTTERLINE SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

16.	Controlling party

The parent company is HD Sharman Group Limited.

The ultimate controlling party is Graphmars Holdco Limited.

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

Page 14