REGISTERED NUMBER: 11243455 (England and Wales)

GME HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

B D Dommett

M C Guy

REGISTERED OFFICE:

Unit 3, Bridgend Business Centre

Bennett Street

Bridgend Industrial Estate

Bridgend

CF31 3SH

REGISTERED NUMBER:

11243455 (England and Wales)

AUDITORS:

Green & Co

Accountants and Tax Advisors

Pembroke House

Llantarnam Park Way

Cwmbran

Torfaen

NP44 3AU

The directors present their strategic report of the company and the group for the year ended 31st December 2025.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and nature of our business and written in the context of the risk and uncertainties we face.

Turnover for UK group operations increased from £26,376,058 in 2024 to £32,596,857 in 2025.

The cost of sales also increased from £22,699,789 in 2024 to £28,767,927 in 2025 resulting in a gross profit for

the year of £3,828,930 compared with £3,676,269 in the previous year.

The gross profit represents 11.75% of turnover, a decrease of 2.19% from 13.93% in the previous year.

Considering other income, expenditure and finance costs, the group made a net profit for the year before

taxation of £1,729,863 compared with a net profit of £1,891,079 in the previous year.

KEY PERFORMANCE INDICATORS

We consider that our key performance indicators are those that communicate the financial performance and strength of the business as a whole, those being stated below:

2025

2024

Change

Gross profit %

11.74%

13.93%

-2.19%

Profit before tax

5.31%

7.17%

-1.86%

Current ratio

1.55

1.59

-0.04

The profit before tax % has decreased by 1.86% from 7.17% in 2024 to 5.31% in 2025, largely as a result of increased staff costs.

The group's ability to cover short-term obligations due within 1 year has decreased slightly this year with a current ratio of 1.55 for 2025 compared with 1.59 in 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The industry in which the group operates is subject to numerous external factors and as a result, the risks and

uncertainties the group is likely to face are as follows:

i) Continuing to secure substantial contracts in a competitive industry.

FUTURE EXPECTATIONS

We aim to build on the organic growth of the group by adding to the portfolio of services.

STREAMLINED ENERGY AND CARBON REPORTING

As per our ISO accreditation, the group seeks to reduce the carbon footprint wherever possible.

ON BEHALF OF THE BOARD:

B D Dommett - Director

2nd September 2026

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of providing engineering services to the marine and offshore industries.

DIVIDENDS

Final dividends per share were paid during the year as follows:

Ordinary A £1 - £901.20

Ordinary B £1 -£3,928.00

Ordinary C £1 - £1,145.09

Ordinary D £1 - £15,447.40

The total distribution of dividends for the year ended 31st December 2025 were £770,888.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

B D Dommett

M C Guy

FINANCIAL INSTRUMENTS

The company's financial instruments comprise of bank balances, trade debtors, trade creditors, hire purchase loans and bank loans.

Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial statements concerned is shown below:

In respect of bank balances, liquidity is managed by maintaining sufficient cash balances.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

POLITICAL DONATIONS AND EXPENDITURE

The company made donations to various local and national charities during the year totalling £3,124.

None of the donations were political.

ENGAGEMENT WITH EMPLOYEES

During the year, the policy remained of providing employees with information about the group.

DISCLOSURE IN THE STRATEGIC REPORT

The group has chosen in accordance with Section 414C(11) Companies Act 2006 to set out its strategic report information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008. It has done so in respect of future development and financial risks and uncertainties.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Green & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

B D Dommett - Director

2nd September 2026

Opinion

We have audited the financial statements of GME Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 group's and of the parent company affairs as at 31st December 2025 and of the group's 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 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 group 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 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 Statement of Directors' Responsibilities set out on page five, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtain and update our understanding of the entity, its activities, its control environment, and likely future

developments, including in relation to the legal and regulatory framework applicable and how the entity is

complying with that framework. Based on this understanding, we identify and assess the risks of material

misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our

opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and

regulations, including fraud.

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

* Enquiry of management and those charged with governance around actual and potential litigation and claims

as actual, suspected and alleged fraud;

* Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on

the financial statements or the operations of the entity through enquiry and inspection;

* Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

* Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates or indicators of potential bias.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Edwin Gooderham (Senior Statutory Auditor)

for and on behalf of Green & Co

Accountants and Tax Advisors

Pembroke House

Llantarnam Park Way

Cwmbran

Torfaen

NP44 3AU

2nd September 2026

TURNOVER

32,596,857

26,376,058

Cost of sales

28,767,927

22,699,789

GROSS PROFIT

3,828,930

3,676,269

Administrative expenses

2,060,524

1,718,076

OPERATING PROFIT

4

1,768,406

1,958,193

Interest receivable and similar income

42,636

17,806

1,811,042

1,975,999

Interest payable and similar expenses

5

81,179

84,920

PROFIT BEFORE TAXATION

1,729,863

1,891,079

Tax on profit

6

472,548

557,428

PROFIT FOR THE FINANCIAL YEAR

1,257,315

1,333,651

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,257,315

1,333,651

Profit attributable to:

Owners of the parent

1,257,315

1,333,651

Total comprehensive income attributable to:

Owners of the parent

1,257,315

1,333,651

FIXED ASSETS

Tangible assets

10

827,346

843,701

Investments

11

39,690

39,690

867,036

883,391

CURRENT ASSETS

Stocks

12

246,655

214,716

Debtors

13

6,956,653

7,656,344

Cash at bank and in hand

2,691,220

874,913

9,894,528

8,745,973

CREDITORS

Amounts falling due within one year

14

6,363,051

5,513,017

NET CURRENT ASSETS

3,531,477

3,232,956

TOTAL ASSETS LESS CURRENT LIABILITIES

4,398,513

4,116,347

CREDITORS

Amounts falling due after more than one year

15

(205,284

)

(375,033

)

PROVISIONS FOR LIABILITIES

19

(1,867,538

)

(1,902,049

)

NET ASSETS

2,325,691

1,839,265

CAPITAL AND RESERVES

Called up share capital

20

460

460

Retained earnings

21

2,325,231

1,838,805

SHAREHOLDERS' FUNDS

2,325,691

1,839,265

The financial statements were approved by the Board of Directors and authorised for issue on 2nd September 2026 and were signed on its behalf by:

B D Dommett - Director

FIXED ASSETS

Tangible assets

10

-

-

Investments

11

230

130

230

130

CURRENT ASSETS

Debtors

13

2,503

2,503

Cash at bank

448

160

2,951

2,663

CREDITORS

Amounts falling due within one year

14

2,169

1,992

NET CURRENT ASSETS

782

671

TOTAL ASSETS LESS CURRENT LIABILITIES

1,012

801

CAPITAL AND RESERVES

Called up share capital

20

460

460

Retained earnings

21

552

341

SHAREHOLDERS' FUNDS

1,012

801

Company's profit for the financial year

771,100

462,253

The financial statements were approved by the Board of Directors and authorised for issue on 2nd September 2026 and were signed on its behalf by:

B D Dommett - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

460

967,712

968,172

Changes in equity

Dividends

-

(462,558

)

(462,558

)

Total comprehensive income

-

1,333,651

1,333,651

Balance at 31st December 2024

460

1,838,805

1,839,265

Changes in equity

Dividends

-

(770,889

)

(770,889

)

Total comprehensive income

-

1,257,315

1,257,315

Balance at 31st December 2025

460

2,325,231

2,325,691

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

460

646

1,106

Changes in equity

Dividends

-

(462,558

)

(462,558

)

Total comprehensive income

-

462,253

462,253

Balance at 31st December 2024

460

341

801

Changes in equity

Dividends

-

(770,889

)

(770,889

)

Total comprehensive income

-

771,100

771,100

Balance at 31st December 2025

460

552

1,012

Cash flows from operating activities

Cash generated from operations

1

4,030,127

2,488,987

Interest paid

(29,894

)

(36,824

)

Interest element of hire purchase payments paid

(49,943

)

(48,096

)

Finance costs paid

(1,342

)

-

Tax paid

(959,206

)

(303,089

)

Net cash from operating activities

2,989,742

2,100,978

Cash flows from investing activities

Purchase of tangible fixed assets

(156,058

)

(81,665

)

Sale of tangible fixed assets

4,674

30,047

Interest received

42,636

17,806

Net cash from investing activities

(108,748

)

(33,812

)

Cash flows from financing activities

Loan repayments in year

(81,783

)

(50,000

)

Capital repayments in year

(217,341

)

(412,725

)

Amount introduced by directors

-

312

Amount withdrawn by directors

(113,286

)

(104,516

)

Equity dividends paid

(657,603

)

(358,914

)

Net cash from financing activities

(1,070,013

)

(925,843

)

Increase in cash and cash equivalents

1,810,981

1,141,323

Cash and cash equivalents at beginning of year

2

874,913

(266,410

)

Cash and cash equivalents at end of year

2

2,685,894

874,913

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

as restated

£

£

Profit before taxation

1,729,863

1,891,079

Depreciation charges

295,920

281,504

Loss/(profit) on disposal of fixed assets

4,470

(18,682

)

Damage claim provision

(42,108

)

(42,108

)

Intergroup loan provision

48,081

317,258

Finance costs

81,179

84,920

Finance income

(42,636

)

(17,806

)

2,074,769

2,496,165

Increase in stocks

(31,939

)

(84,268

)

Decrease/(increase) in trade and other debtors

786,661

(1,357,355

)

Increase in trade and other creditors

1,200,636

1,434,445

Cash generated from operations

4,030,127

2,488,987

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

2,691,220

874,913

Bank overdrafts

(5,326

)

-

2,685,894

874,913

Year ended 31st December 2024

31.12.24

1.1.24

as restated

£

£

Cash and cash equivalents

874,913

124,549

Bank overdrafts

-

(390,959

)

874,913

(266,410

)

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.1.25

Cash flow

changes

At 31.12.25

£

£

£

£

Net cash

Cash at bank

and in hand

874,913

1,816,307

2,691,220

Bank overdrafts

-

(5,326

)

(5,326

)

874,913

1,810,981

2,685,894

Debt

Finance leases

(519,677

)

(80,369

)

165,057

(434,989

)

Debts falling due

within 1 year

(50,000

)

23,449

-

(26,551

)

Debts falling due

after 1 year

(58,333

)

58,333

-

-

(628,010

)

1,413

165,057

(461,540

)

Total

246,903

1,812,394

165,057

2,224,354

1.	STATUTORY INFORMATION

GME Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements in the Pound Sterling (£) and rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its ''subsidiaries'') made up to 31 December. Generally control is achieved where the company owns more than one half of the issued voting share capital.

The directors have assessed the materiality of the Company's direct and indirect subsidiary undertakings, both individually and in aggregate, and concluded that the inclusion of the indirect subsidiaries in consolidated financial statements is not material to the financial statements of the Company and its subsidiary undertakings taken as a whole. Accordingly, the indirect subsidiary undertakings have not been consolidated.

The indirect subsidiary undertakings excluded from consolidation are:

Global Maritime Engineering Services Maintenance Co. - excluded from consolidation on the grounds that its inclusion is not material for the purpose of giving a true and fair view of the Company's and its subsidiary undertakings' assets, liabilities, financial position and profit or loss taken as a whole.

Global Maritime Engineering Services SL - excluded from consolidation on the grounds that its inclusion is not material for the purpose of giving a true and fair view of the Company's and its subsidiary undertakings' assets, liabilities, financial position and profit or loss taken as a whole.

The directors have also considered the indirect subsidiaries collectively and concluded that their exclusion in aggregate does not prevent the financial statements from giving a true and fair view.

Related party exemption

The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

The application of the company's accounting policies, the management is required to make judgements,

estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent

from other sources. The estimates and underlying 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 if the revision affects only that

period, or in the period of the revision and future periods if the revision affects both current and future

periods.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts,

rebates, value added tax and other sales taxes.

Turnover is recognised as activity progresses on each job and the right to consideration is earned.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

66% on cost, 50% on cost, 33% on cost and 100% on cost

Fixtures and fittings

-

50% on cost, 33% on cost and 100% on cost

Motor vehicles

-

50% on cost, 33% on cost and 100% on cost

Computer equipment

-

50% on cost, 33% on cost and 100% on cost

Fixed assets are recorded at cost less accumulated depreciation.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.