The directors present the strategic report for the year ended 31 December 2025.

The principal activity of the Company is the provision of highly skilled international tradespeople to support strategically important shipbuilding, ship repair and marine engineering programmes throughout the United Kingdom. The Company continues to supply specialist personnel to major defence and commercial marine projects, supporting the delivery of critical national infrastructure and maritime capabilities.

The principal activities of the Group's subsidiary undertakings comprise specialist recruitment services and the provision of workforce solutions supporting civil nuclear new-build projects and the ongoing maintenance, refuelling and operational requirements of nuclear power generation fleets across the United Kingdom and Europe. Through these activities, the Group provides specialist technical and engineering personnel to customers operating within highly regulated and safety-critical sectors.

During the year ended 31 December 2025, the Group generated turnover of £47.1 million (2024: £55.0 million) and operating profit of £1.3 million (2024: £2.7 million). The reduction in revenue compared with the prior year primarily reflects the exceptional level of demand experienced during 2024 from the Group's principal customer, BAE Systems. During 2024, workforce requirements reached a peak of approximately 643 personnel on site, representing an unusually high level of activity driven by specific project requirements. During 2025, customer demand returned to a more normalised level as resource planning and workforce optimisation measures were embedded by the customer. Average deployed headcount during 2025 was approximately 503 personnel, which the Directors consider to be more representative of the long-term staffing requirements associated with the programme.

Despite the reduction in turnover, the Group demonstrated resilience in its underlying trading performance, with gross profit margins remaining robust throughout the year. This reflects the strength of the Group's customer relationships, its ability to supply highly skilled personnel into specialist sectors, and the continued demand for its services within strategic marine, defence and nuclear programmes.

Operating profit remained strong at £1.3 million, although profit levels were impacted by an increase in the Group's overhead cost base. During the year, the Group continued to invest in strengthening its core management and operational teams and expanded its business development and business-winning capabilities. These investments were made to support the Group's long-term growth strategy, diversify its customer base and increase the pipeline of future opportunities across its target markets. Whilst these additional costs reduced profitability in the short term, the Directors believe they position the Group strongly for future growth and enhance its ability to secure and deliver larger and more complex contracts.

The Group remained strongly cash generative during the year and closed the period with cash balances of £8.4 million (2024: £4.9 million). The increase in cash resources reflects continued focus on working capital management and operational efficiency. At 31 December 2025, the Group reported net assets of £3.0 million (2024: £3.1 million), primarily reflecting the accounting treatment of shareholder and other financing balances. The Directors remain satisfied that the Group maintains a strong liquidity position and adequate resources to support both its existing operations and future strategic growth initiatives.

During the year, the Group continued to strengthen its position within its core marine and nuclear markets. Significant progress was made in diversifying the customer base and securing long-term revenue opportunities. The Group successfully secured a framework agreement with a major nuclear manufacturing organisation, enhancing visibility over future revenue streams and reinforcing its position within the civil nuclear supply chain. In addition, the Group secured a further contract with a significant marine sector customer, supporting future workload levels and reducing customer concentration risk.

Overall, the Directors consider the Group's performance during the year to be satisfactory. Whilst trading levels moderated from the exceptional levels experienced in 2024, the business continued to deliver strong operational performance, maintained healthy gross profit margins, strengthened its management capability, and secured opportunities that are expected to support future growth and shareholder value.

The group considers the key risks as financial, policy related, operational and commercial.

Financial risks are mitigated through diligent management of liquidity funding and close monitoring and management of aged debt.

Policy related risks centre around UK immigration policy in relation to skilled international workers and are managed through close relationships with stakeholders across the industrial landscape and within UK Government.

Operational risk is managed through a combination of internal monitoring and external compliance audits, close and transparent management reporting and maintenance of appropriate levels of insurance. Business Improvement and quality programmes are operated within the group and are regularly reviewed and updated. During the year ISO45001 certification was attained.

Commercial risk is largely driven by a narrow client base. Mitigating this risk has been the primary focus of the management team and during the year with investment in business winning aimed at increasing the group's client base.

There is a high level of transparency and accountability of the group operations and their Directors.

The directors are required under Section 172 of the Companies Act 2006 to act in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole. In doing so, the directors have regard to the likely long-term consequences of decisions, the interests of employees, relationships with customers and suppliers, the impact of the Group's operations on the community and environment, the maintenance of high standards of business conduct, and the need to act fairly between shareholders.

Stakeholder engagement

The Board recognises that the long-term success of the Group depends upon maintaining strong relationships with its key stakeholders.

Employees

The Group's employees are fundamental to the successful delivery of services to clients. During the year the Board received regular updates on recruitment, employee retention, training and health and safety matters. Engagement with employees was achieved through regular team meetings, management briefings and direct communication with senior leadership. Feedback received from employees was considered in decisions relating to workforce planning, remuneration and organisational development.

Customers

The Group maintained regular dialogue with customers throughout the year to understand service requirements and market developments. Customer feedback was reviewed by management and used to inform decisions regarding investment, operational improvements and business development activities. The Board monitored customer concentration and opportunities to broaden the customer base to support future growth.

Suppliers and subcontractors

The Group relies on a network of suppliers and subcontractors to support project delivery. The Board recognises the importance of maintaining fair and collaborative relationships and seeks to ensure that suppliers are treated responsibly, with contractual commitments honoured and payment practices managed appropriately.

Shareholders

The directors maintained regular communication with shareholders throughout the year regarding the Group's financial performance, strategic priorities and significant risks. Major decisions were considered in light of their impact on shareholder value and the long-term sustainability of the business.

Community and environment

The Board recognises its responsibility to minimise the environmental impact of the Group's operations and to operate responsibly within the communities in which it conducts business. Environmental and regulatory matters are reviewed regularly, together with opportunities to improve efficiency and reduce waste.

Significant decisions during the year

Managing financial performance and liquidity

During the year, the Board closely monitored trading performance, cash resources and forecast liquidity. In reaching decisions regarding expenditure, investment and distributions, the directors considered the long-term resilience of the Group, the interests of employees and customers, and the need to maintain financial flexibility while continuing to support growth opportunities. The Board also considered the future visibility of earnings and cash generation, with IMUK progressing the finalisation of a contract with its major customer under an SSRO agreement which guarantees a fixed margin percentage, providing a level of certainty over future profitability and supporting the Group's going concern assessment.

Taxation Review and Governance

During the year, the Board undertook a comprehensive review of the Group's taxation policies and procedures. Following this review, processes and controls were updated to reflect the current status of taxation advice received and to ensure that the Group's compliance framework remained robust and appropriate for the scale and nature of its operations. In making these decisions, the Board considered the interests of shareholders, employees, customers and other stakeholders, together with the importance of maintaining high standards of business conduct and compliance.

Investment in people and operational capability

Despite challenging market conditions and reduced revenues, the Board continued to prioritise the retention of key personnel and investment in operational capability. The directors considered the long-term benefits of maintaining specialist expertise within the business and the positive impact this would have on employee engagement, customer service and operational performance. During the year, tighter cost management measures and enhanced cash flow management systems were implemented. In addition, a dedicated business-winning function was established to broaden the customer base, reduce customer concentration risk and support future growth opportunities.

Growth and Business Development

The Group continued to invest in opportunities to support long-term growth and geographic diversification. Intermarine Canada was acquired in December 2025 with a view to providing overseas labour to Canadian shipyards. Its operations are supported by the Group's existing IMUK support functions, enabling the business to expand efficiently while maintaining operational oversight. Marine People continues to operate as a separate business unit within the Group under the management of a single director, with its operations also supported by IMUK's central functions. The Board believes these arrangements provide operational efficiencies while supporting future growth opportunities across the Group.

Dividend Policy

Following discussions with the Group's corporate business advisers, the Board decided to declare a dividend based on the strong operating performance achieved during 2025, taking into account that no dividend was declared in 2024. In making this decision, the directors carefully considered the Group's cash resources, future working capital requirements, ongoing investment needs and the interests of shareholders, whilst ensuring that the business retained sufficient resources to support its future operations and strategic objectives.

Risk management

The Board reviewed the principal risks facing the Group, including market conditions, operational risks, regulatory matters, workforce availability and customer concentration risk. Appropriate mitigation strategies were implemented where necessary, including investment in business development activities to broaden the customer base and strengthen revenue streams. The potential impact on key stakeholders was considered throughout the decision-making process.

Board decision-making

The Board receives information from management throughout the year to ensure that stakeholder interests are considered when making decisions. Directors take account of the likely long-term consequences of decisions and seek outcomes that support the sustainable success of the Group while balancing the interests of all stakeholders.

Conclusion

The directors believe that throughout the year they have acted in a manner most likely to promote the success of the Group for the benefit of its members as a whole, having regard to the matters set out in Section 172(1) of the Companies Act 2006.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the Company is the provision of international tradespeople for strategically important ship build and ship repair programmes in the UK.

The principal activities of the subsidiaries comprise of specialist recruitment and the support of Civil Nuclear Newbuild projects and ongoing maintenance across nuclear power generation fleets in the UK and Europe.

The results for the year are set out on page 15.

Ordinary dividends were paid amounting to £nil (2024: £300,005).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

In addition to the amounts provided within these accounts as described in Note 18, there is a further contingent liability arising in the post balance sheet period which could materially impact future cash flows of the group. The timing and amount of any future outflows remain uncertain and depend on further detailed analysis and discussions with the relevant tax authorities. No recoverable amounts have been agreed as at the date of signing the accounts.

The Group remains focused on delivering sustainable growth through the expansion of its customer base, diversification of its service offering and development of new geographic markets.

During the period, the Group incorporated Intermarine Canada, establishing a strategic presence within the Canadian market. This development is expected to create opportunities to provide specialist labour and recruitment services to Canadian shipbuilding and related industries, whilst leveraging the expertise, systems and support functions already established within the UK business. The Directors believe that this expansion provides a platform for future growth and enhances the Group's ability to support international customers operating across multiple jurisdictions.

In addition, the Group has successfully secured a framework agreement with a major nuclear manufacturing organisation. The Directors believe that this contract represents a significant strategic opportunity, strengthening the Group's position within the nuclear sector and providing improved visibility over future revenue streams. The framework arrangement is expected to support the continued development of long-term customer relationships and create opportunities for additional assignments as the client's operational requirements evolve.

The Group has also secured a further contract with a significant marine sector client, reinforcing its established reputation within the maritime industry. The Directors anticipate that this contract will contribute positively to future trading performance while supporting the Group's objective of broadening its customer portfolio and reducing dependency on any individual customer or sector.

Looking ahead, the Board will continue to invest in business development activities and maintain its focus on securing long-term contractual relationships within the marine, defence and nuclear markets. The Directors believe that the Group's strong industry reputation, specialist workforce and growing customer base position it well to capitalise on future opportunities and deliver sustainable growth for shareholders and other stakeholders.

Streamlined Energy and Carbon Reporting (SECR)

The Company is required to report its annual energy use and greenhouse gas emissions in accordance with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

The year ended 31 December 2025 represents the first year in which the Company implemented a formal energy and carbon data collection process through its environmental reporting programme. As a result, complete energy consumption data was not available for all locations and emission sources during the reporting period. The Company continues to enhance its data collection procedures to improve the completeness and accuracy of future disclosures.

Energy Consumption and Associated Greenhouse Gas Emissions

The greenhouse gas emissions have been calculated using the UK Government Environmental Reporting Guidelines and the UK Government greenhouse gas conversion factors. [gov.uk], [gov.uk]

Electricity consumption comprised 64,643 kWh at the Glasgow Properties site and 228 kWh at the Glasgow Office, which became operational during September 2025.

Natural gas consumption related to the Glasgow Properties site.

The reported energy consumption and emissions relate only to those sites and activities for which reliable consumption data was available during the year. Energy consumption data for the Portsmouth site was unavailable during the reporting period, with data collection commencing in 2026. In addition, complete fuel consumption information was not available for all Company-operated vehicles. Accordingly, the reported emissions do not represent the Company's complete energy footprint for the year.

The Company did not generate or purchase renewable energy during the year.

Intensity Ratios

The Directors consider average employee numbers and turnover to be appropriate measures of business activity.

Comparative Information

Comparative energy consumption and greenhouse gas emissions information has not been presented as 2025 was the first year in which a formal process was established to capture and report energy consumption data across the Company's operations.

Business activity metrics for the current and prior year are set out below:

Energy Efficiency Actions

The Company's operations are primarily conducted from shared office accommodation. Consequently, the Company has limited ability to implement and control site-specific energy efficiency initiatives directly.

During the year the Company:

• implemented a formal environmental reporting framework through the Joscar Zero programme;

• established processes for collecting and monitoring energy consumption data across its operations;

• commenced the rollout of energy monitoring to additional locations, including Portsmouth; and

• reviewed available utility consumption data to establish a baseline against which future performance can be measured.

The Directors remain committed to improving the environmental performance of the business and will continue to assess opportunities to reduce energy consumption and greenhouse gas emissions as more comprehensive data becomes available.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

The Group has continued to trade profitably throughout the year ended 31 December 2025 and has maintained a strong cash position, with cash balances of £8.4 million at the year end. The business remains cash generative, benefiting from established customer relationships, a strong order book and continued demand for its specialist workforce solutions within the marine, defence and nuclear sectors.

In undertaking their assessment, the Directors have reviewed detailed financial forecasts and cash flow projections covering the period to December 2027 and beyond. These forecasts indicate that the Group will continue to generate positive cash flows and operate within its available financial resources. The projections are supported by the renewal of the Group's primary customer contract through a new three-year agreement, which maintains margin levels consistent with those achieved historically and provides a significant degree of revenue visibility.

In addition, the Group has secured new contracts and continues to develop relationships with new customers across both the marine and nuclear sectors. These opportunities are expected to contribute to future revenues and further diversify the Group's customer base, reducing reliance on any single project or customer.

During 2026, the Group undertook a strategic review of its Marine People business. Following this review, the business was restructured to streamline operations, improve efficiency and reduce its ongoing operating cost base. As part of the restructuring, the Directors determined that it was appropriate to write down the carrying value of the investment in Marine People to reflect the revised business model and future operating structure. The write-down is non-cash in nature and has no impact on the Group's cash resources, liquidity or ability to meet its liabilities as they fall due. The Directors expect the benefits arising from the restructuring to improve the future performance of the business and strengthen the Group's overall financial position.

After considering the Group's current trading performance, forecast profitability, expected cash generation and available financial resources, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

The directors are responsible for preparing the Annual 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 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 group and company, 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;

• 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Intermarine UK Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 December 2025 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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 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.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 auditor's 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

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 of 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 well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• 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 for indicators of potential bias. 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 auditor's 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £453,862 (2024 - £1,920,962 profit).

Intermarine UK Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Geldards LLP, 4 Capital Quarter, Tyndall Street, Cardiff, South Glamorgan, United Kingdom, CF10 4BZ.

The group consists of Intermarine UK Ltd and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Intermarine UK Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.

The Group continued to trade profitably throughout the year ended 31 December 2025 and maintained a strong liquidity position, with cash balances of £8.4 million at the year end (2024: £4.8 million). The Group remains cash generative and benefits from established relationships with customers operating within the marine, defence and nuclear sectors.

In undertaking their assessment, the Directors have reviewed detailed trading forecasts and cash flow projections covering the period to December 2027. These forecasts demonstrate that the Group is expected to remain profitable and continue to generate positive cash flows throughout the assessment period. The projections incorporate the renewal of the Group's primary customer contract through a new three-year agreement, providing a high degree of revenue visibility and maintaining margins at levels consistent with those achieved historically. The Directors have also considered the expected contribution from recently secured contracts, including a framework agreement with a major nuclear manufacturing group and an additional contract with a significant marine sector customer, both of which are expected to support future revenues and further diversify the Group's customer base.

During 2026, the Group undertook a strategic review of its Marine People business. Following this review, the business was restructured to streamline operations, improve efficiency and reduce its ongoing operating cost base. As part of the restructuring, the Directors determined that it was appropriate to write down the carrying value of the investment in Marine People to reflect the revised business model and future operating structure. The write-down is non-cash in nature and has no impact on the Group's cash resources, liquidity or ability to meet its liabilities as they fall due. The Directors expect the benefits arising from the restructuring to improve the future performance of the business and strengthen the Group's overall financial position.

The Directors have considered a range of sensitivities within their forecasts and are satisfied that the Group has sufficient financial resources to meet its obligations as they fall due. Having regard to the Group's profitability, strong cash position, expected future cash generation, secured contractual arrangements and ongoing cost management initiatives, the Directors have a reasonable expectation that the Group will continue in operational existence for the foreseeable future.

Accordingly, the Directors continue to adopt the going concern basis in preparing these financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The Group's goodwill balance and the Company's investment in Marine People Limited are subject to impairment reviews where indicators of impairment exist. The determination of recoverable amounts requires management to exercise judgement in assessing the future trading performance and cash flow generation of the underlying business. As a result, changes in assumptions may impact the recoverable amounts and carrying values reported in the financial statements. Further details are provided in Notes 13 and 15.

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

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

More information on impairment movements in the year is given in note 1.

Following a review of the trading performance and forecast cash flows of Marine People Limited, the directors identified indicators of impairment and assessed the recoverable amount of the related cash-generating unit using a value in use methodology. This resulted in the recognition of a goodwill impairment charge of £550,000 during the year. Following the impairment charge, the carrying value of goodwill at 31 December 2025 was £139,570.

During the year, the directors reviewed the carrying value of the Company's investment in Marine People Limited in light of trading performance and forecast future profitability. The recoverable amount was determined using a value in use assessment based on management-approved forecasts. This resulted in an impairment charge of £603,000 being recognised during the year, reducing the carrying value of the investment to £219,862 at 31 December 2025.

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

The registered office address for Marine People Limited and Interweld Nuclear Services Limited is C/O Geldards Llp 4 Capital Quarter, Tyndall Street, Cardiff, United Kingdom, CF10 4BZ.

On the 31 December 2025 Intermarine UK Limited acquired 100% of the issued share capital in Intermarine Canada Limited, a company registered in Canada. The registered office address for Intermarine Canada Limited is C/O Geldards Llp, 199 Bay Street, 4000 Toronto, ON M5L 1A9, Canada.

Intermarine UK Limited has provided a guarantee to one of its subsidiaries, Interweld Nuclear Services Limited, as the company are exempt from the requirements relating to the audit of individual accounts under section 479A of the Companies Act 2006.

Included within other debtors is a loan balance due from a company connected with one of the Company's shareholders. The loan, which was advanced during the year, was unsecured and carried interest at 4% per annum. At 31 December 2025, the outstanding balance, including accrued interest, amounted to £1,007,921. The balance was repaid in full in February 2026.

Following the estimated obligation on tax arising from benefits provided to employees which was subsequently reviewed again in 2026, the Company deem it appropriate to provide for an additional (£3.2m) relating to an estimated obligation on the tax arising on benefits provided to employees up to the balance sheet date, increasing the total provision to £6.6m. The provision reflects management's best estimate at the time of signing the accounts. This could be under or over estimated, pending more detailed analysis and discussions with the relevant tax authorities which may take some time due to the complexity of the matters being considered.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax asset relates principally to provisions recognised in the financial statements which will be deductible for tax purposes in future periods. In assessing recoverability, the directors have considered the Group's forecasts and expected future taxable profits, including the anticipated utilisation of deductible temporary differences as the underlying liabilities unwind. Based on these forecasts, the directors consider it probable that sufficient taxable profits will arise to utilise the deferred tax asset and, accordingly, the deferred tax asset has been recognised at 31 December 2025.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year, the directors undertook a review of the subsidiary company Marine People Limited's revenue recognition methodology, including the assessment of when contractual performance obligations are satisfied. Following this review, the directors concluded that revenue relating to certain contracts should be recognised at a later point in time to better align revenue recognition with the satisfaction of the underlying performance obligations. As a result, revenue of £139,000 previously recognised has been deferred and recognised in the period in which the related performance obligations were satisfied. The comparative figures and opening reserves have been adjusted accordingly.

Included within the prior year adjustment to deferred revenue of £139,000 is an adjustment of £68,110 attributable to the non-controlling interest.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

In March 2026, a dividend of £2,201,100 was declared in respect of the year ended 31 December 2025. As the dividend was declared after the reporting date, it has not been recognised as a liability at 31 December 2025.

In addition to the amounts provided within these accounts as described in Note 19, there is a further contingent liability arising in the post balance sheet period which could materially impact future cash flows of the group. The timing and amount of any future outflows remain uncertain and depend on further detailed analysis and discussions with the relevant tax authorities. No recoverable amounts have been agreed as at the date of signing the accounts.

The remuneration of key management personnel is as follows.

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

In the opinion of the directors these transactions have been entered into at arms length.

During the year, the Company purchased services of £471,249 (2024: £870,901) from Intermarine SP Zoo, a company connected with one of the Company's shareholders. At the reporting date, the balance owed to Intermarine SP Zoo was £30,082 (2024: £23,994).

During the year, the Company purchased services of £86,014 (2024: £574,372) from Allweld (South Africa), a company connected with one of the Company's shareholders. At the reporting date, the balance owed to Allweld (South Africa) was £nil (2024: £nil).

During the year, the Company purchased services of £nil (2024: £93,141) from Intermarine (APAC) Singapore, a company connected with one of the Company's shareholders. At the reporting date, the balance owed from Intermarine (APAC) Singapore was £nil (2024: £112,593).

During the year, the Company purchased services of £nil (2024: £250) from The Brunel Museum, a company connected with one of the Company's shareholders. At the reporting date, the balance owed to The Brunel Museum was £nil (2024: £nil).

During the year, the Company purchased services of £164,713 (2024: £108,000) from Slawomir T. Kalicki Management Services, a related party to one of the Company's shareholders. At the reporting date, the balance owed to Slawomir T. Kalicki Management Services was £12,500 (2024: £9,000).

During the year, the Company purchased services of £18,000 (2024: £18,000) from Mateusz Lewandowicz Consultancy, a related a party to one of the Company's shareholders. At the reporting date, the balance owed to Mateusz Lewandowicz Consultancy was £nil (2024: £nil).

During the year, the Company purchased services of £18,000 (2024: £18,000) from Robert Bil Consultancy, a related a party to one of the Company's shareholders. At the reporting date, the balance owed to Mateusz Lewandowicz Consultancy was £nil (2024: £nil).

During the year, the Company purchased services of £45,427 (2024: £34,956) from Julia Kalicki Consultancy, a related a party to one of the Company's shareholders. At the reporting date, the balance owed to Julia Kalicki Consultancy was £nil (2024: £nil).

All the above related party transactions are unsecured, bear no interest and are repayable on demand.

The Directors have assessed the recoverability of these balances and consider no impairment provision to be necessary.

The Company is ultimately controlled by Mr N Mansell and Mr S Kalicki, who are Directors of the Company.