IRIS Accounts Production v26.3.0.614 15248100 Board of Directors 1.4.25 31.3.26 31.3.26 true true false true true false false true true true true true true true true true true true true true true true false false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh152481002025-03-31152481002026-03-31152481002025-04-012026-03-31152481002023-10-30152481002023-10-312025-03-31152481002025-03-3115248100ns15:EnglandWales2025-04-012026-03-3115248100ns14:PoundSterling2025-04-012026-03-3115248100ns10:Director12025-04-012026-03-3115248100ns10:PrivateLimitedCompanyLtd2025-04-012026-03-3115248100ns10:FRS1012025-04-012026-03-3115248100ns10:Audited2025-04-012026-03-3115248100ns10:Medium-sizedCompaniesRegimeForDirectorsReport2025-04-012026-03-3115248100ns10:Medium-sizedCompaniesRegimeForAccounts2025-04-012026-03-3115248100ns10:FullAccounts2025-04-012026-03-3115248100ns10:OrdinaryShareClass12025-04-012026-03-3115248100ns10:Director22025-04-012026-03-3115248100ns10:Director32025-04-012026-03-3115248100ns10:Director42025-04-012026-03-3115248100ns10:Director62025-04-012026-03-3115248100ns10:Director72025-04-012026-03-3115248100ns10:Director82025-04-012026-03-3115248100ns10:RegisteredOffice2025-04-012026-03-3115248100ns10:Director52025-04-012026-03-3115248100ns5:CurrentFinancialInstruments2026-03-3115248100ns5:CurrentFinancialInstruments2025-03-3115248100ns5:Non-currentFinancialInstruments2026-03-3115248100ns5:Non-currentFinancialInstruments2025-03-3115248100ns5:ShareCapital2026-03-3115248100ns5:ShareCapital2025-03-3115248100ns5:RetainedEarningsAccumulatedLosses2026-03-3115248100ns5:RetainedEarningsAccumulatedLosses2025-03-3115248100ns5:ShareCapital2023-10-312025-03-3115248100ns5:RetainedEarningsAccumulatedLosses2023-10-312025-03-3115248100ns5:RetainedEarningsAccumulatedLosses2025-04-012026-03-311524810012025-04-012026-03-3115248100ns10:OrdinaryShareClass12023-10-312025-03-3115248100ns5:Subsidiary12025-04-012026-03-3115248100ns5:Subsidiary112025-04-012026-03-3115248100ns5:Subsidiary22025-04-012026-03-3115248100ns5:Subsidiary232025-04-012026-03-3115248100ns5:Subsidiary32025-04-012026-03-3115248100ns5:Subsidiary352025-04-012026-03-3115248100ns5:Subsidiary42025-04-012026-03-3115248100ns5:Subsidiary472025-04-012026-03-3115248100ns5:Subsidiary52025-04-012026-03-31152481009ns5:Subsidiary52025-04-012026-03-3115248100ns5:Subsidiary62025-04-012026-03-311524810011ns5:Subsidiary62025-04-012026-03-3115248100ns5:Subsidiary72025-04-012026-03-3115248100ns5:Subsidiary7132025-04-012026-03-3115248100ns5:Subsidiary82025-04-012026-03-311524810015ns5:Subsidiary82025-04-012026-03-3115248100ns5:Subsidiary92025-04-012026-03-311524810017ns5:Subsidiary92025-04-012026-03-3115248100ns5:Subsidiary102025-04-012026-03-311524810019ns5:Subsidiary102025-04-012026-03-3115248100ns5:Subsidiary112025-04-012026-03-311524810021ns5:Subsidiary112025-04-012026-03-3115248100ns5:WithinOneYearns5:CurrentFinancialInstruments2026-03-3115248100ns5:WithinOneYearns5:CurrentFinancialInstruments2025-03-3115248100ns5:Non-currentFinancialInstrumentsns5:BetweenOneTwoYears2026-03-3115248100ns5:Non-currentFinancialInstrumentsns5:BetweenOneTwoYears2025-03-3115248100ns5:DeferredTaxation2026-03-3115248100ns10:OrdinaryShareClass12026-03-3115248100ns5:RetainedEarningsAccumulatedLosses2025-03-31
REGISTERED NUMBER: 15248100 (England and Wales)
























STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

PROJECT SUMMER BIDCO LIMITED

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

CONTENTS OF THE FINANCIAL STATEMENTS
For The Year Ended 31 March 2026










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


PROJECT SUMMER BIDCO LIMITED

COMPANY INFORMATION
For The Year Ended 31 March 2026







DIRECTORS: S M Mainprize
R R Mainprize Jnr
N R M Seaman
T A W Wheeler
R G Marshall
S G Evans
R N Tredwin





REGISTERED OFFICE: Unit 18 Manor Court
Manor Garth, Eastfield
Scarborough
North Yorkshire
YO11 3TU





REGISTERED NUMBER: 15248100 (England and Wales)





AUDITORS: Fortus Audit LLP
Equinox House
Clifton Park, Shipton Road
York
Yorkshire
YO30 5PA

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

STRATEGIC REPORT
For The Year Ended 31 March 2026


The directors present their strategic report for the year ended 31 March 2026.

REVIEW OF BUSINESS
The Mainprize Group of companies provide crew transfer vessels to support the construction and ongoing maintenance of offshore windfarms throughout Northern Europe. The business continues to pursue its growth strategy through the design and delivery of high-performance vessels into its core market.

Mainprize will deliver six new vessels during the 2026 calendar year, all of which will start long-term contracts with major wind farm operators. Two vessels were delivered in April 2026, with a further four to be delivered between August 2026 and December 2026. This brings the total fleet to 17 vessels.

Since the year-end, four further vessels have been ordered for delivery in 2027, with additional orders planned.

The Directors are satisfied with the performance of the business during the financial year as it continues to develop a strong platform for sustainable long term growth.

PRINCIPAL RISKS AND UNCERTAINTIES
Foreign exchange differences

The Group's income is denominated in both Sterling and Euros, and it incurs operational cash outflows in both currencies. Payment for new vessels is typically in either US dollars or Euros. The business is therefore exposed to volatility in foreign exchange rates which may impact profitability and cash flow.

The Group benefits from a partial natural hedge within its European operations and maintains bank accounts in multiple currencies. Foreign exchange hedging products are also used, where appropriate, to manage material exposures.

Liquidity and cashflows

Financing of new vessels is arranged at the time orders are placed. The Group seeks to maintain appropriate funding arrangements to fund vessel construction and working capital as required. The business maintains strong relationships with its lenders through regular communication and the sharing of relevant financial information. Timely cash receipts from customers are important given the significant value of individual contracts. The Group has strong working relationships with its customers, who, in the opinion of the Directors, are of a high creditworthiness. No bad debts were incurred during the year. The Group prepares and reviews cash flow forecasts on a regular basis to monitor its ongoing funding and liquidity requirements.

Regulatory change

Changes in regulation across the maritime sector could have a material impact on the Group. The business monitors the regulatory landscape on an ongoing basis, and staff are appropriately trained and supported to ensure that relevant changes affecting the Group can be implemented effectively and in a timely manner.

Geopolitical risks

Vessels may be constructed in different shipyards across the globe. The Directors assess the risks associated with each shipyard location, including factors such as local conflict or delivery transit risks, both at the time of contract award and throughout the build and delivery process.


PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

STRATEGIC REPORT
For The Year Ended 31 March 2026

FINANCIAL KEY PERFORMANCE INDICATORS
The Directors review the performance of the business through key performance indicators, the principal measures being outlined below. The KPI's provided are those of the Mainprize Holdings Limited group - the trading group owned by Project Summer Bidco Limited.

Turnover and Gross Profit reflect the operational performance of the business. Growth in these metrics is driven by the increasing number of vessels within the fleet, and the utilisation of those vessels on customer charters. Vessels principally operate on long-term contracts, typically for periods of 3 years or more. Gross profit provides a measure of the underlying efficiency and profitability of vessel operations.

Earnings before Interest, Tax, Depreciation and Amortisation ('EBITDA') is a measure of the profitability of the businesses core operations before certain financing, tax and accounting effects.

Average Utilisation represents the average percentage of time that operational vessels are on contract with customers.

Vessels represents the number of owned vessels in the fleet at the balance sheet date. The number of vessels is a key driver of future turnover and gross profit.

Vessels in Build represents the number of vessels currently under construction that are contractually committed and due to be delivered in future periods.


Year ended31
March 2026
Year ended31
March 2025
Turnover ('000) £18,766 £18,730
Gross Profit ('000) £6,449 £6,088
EBITDA ('000) £5,886 £5,573
Average Utilisation (%) 97.1 97.2
Vessels 13 11
Vessels in Build 4 6

FUTURE DEVELOPMENTS
The Group intends to continue expanding the fleet of vessels to service the growing global offshore wind sector. Significant investment continues in people, training, systems and facilities to support the growth. Research and development work continues on concept vessels and design adaptations. This will help us meet our long-term goal of delivering vessels that are best-in-class both operationally and environmentally.

ON BEHALF OF THE BOARD:





R R Mainprize Jnr - Director


20 October 2026

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

REPORT OF THE DIRECTORS
For The Year Ended 31 March 2026


The directors present their report with the financial statements of the company for the year ended 31 March 2026.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of Intermediate holding company in a group operating in maritime transport and support services.

DIVIDENDS
No dividends were paid during the year.

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

S M Mainprize
R R Mainprize Jnr
N R M Seaman
T A W Wheeler

Other changes in directors holding office are as follows:

S J Wilcockson - resigned 6 June 2025
R G Marshall - appointed 25 July 2025
S G Evans - appointed 26 January 2026

R N Tredwin was appointed as a director after 31 March 2026 but prior to the date of this report.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The company has provided an indemnity for its directors, which is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006.

MATTERS COVERED IN THE STRATEGIC REPORT
Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the strategic report as the directors consider them to be of strategic importance to the company.

DISCLOSURE IN THE STRATEGIC REPORT
Disclosures required under Section 416(4) of the Companies Act 2006 are included within the Strategic Report in accordance with Section 414C(11), as the directors consider them to be of strategic importance to the company. This includes disclosures regarding the likely future developments of the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies 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.


PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

REPORT OF THE DIRECTORS
For The Year Ended 31 March 2026

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Fortus Audit LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

This report is prepared in accordance with the provisions applicable to companies subject to the small companies regime.

ON BEHALF OF THE BOARD:





R R Mainprize Jnr - Director


20 October 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT SUMMER BIDCO LIMITED


Opinion
We have audited the financial statements of Project Summer Bidco Limited (the 'company') for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT SUMMER BIDCO LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on pages four and 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT SUMMER BIDCO LIMITED


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:

Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and assessing whether these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include the Companies Act 2006 and UK tax legislation.

Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement line items including a review of financial statement disclosures. We reviewed minutes of meetings and correspondence with relevant authorities to identify potential misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

We enquired of management whether they are aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to possible indication of management bias. At the completion stage of the audit, the engagement partner's review included ensuring that the team has approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT SUMMER BIDCO LIMITED


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.




Jacqueline Godden FCCA (Senior Statutory Auditor)
for and on behalf of Fortus Audit LLP
Equinox House
Clifton Park, Shipton Road
York
Yorkshire
YO30 5PA

21 October 2026

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

STATEMENT OF COMPREHENSIVE
INCOME
For The Year Ended 31 March 2026

Year ended Period
31.3.26 31.10.23 to 31.3.25
Notes £    £    £    £   

TURNOVER 611,957 543,630

Administrative expenses 752,200 691,334
OPERATING LOSS (140,243 ) (147,704 )

Income from shares in group
undertakings

-

3,137,023
Interest receivable and similar income - 3,391
- 3,140,414
(140,243 ) 2,992,710

Interest payable and similar expenses 4 3,975,613 3,188,662
LOSS BEFORE TAXATION 5 (4,115,856 ) (195,952 )

Tax on loss 6 (551,147 ) -
LOSS FOR THE FINANCIAL YEAR (3,564,709 ) (195,952 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

(3,564,709

)

(195,952

)

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

BALANCE SHEET
31 March 2026

2026 2025
Notes £    £    £    £   
FIXED ASSETS
Investments 8 38,066,751 38,066,751

CURRENT ASSETS
Debtors 9 1,793,391 879,309
Cash at bank 703,489 -
2,496,880 879,309
CREDITORS
Amounts falling due within one year 10 1,493,965 563,849
NET CURRENT ASSETS 1,002,915 315,460
TOTAL ASSETS LESS CURRENT LIABILITIES 39,069,666 38,382,211

CREDITORS
Amounts falling due after more than one
year

11

42,843,327

38,591,163
NET LIABILITIES (3,773,661 ) (208,952 )

CAPITAL AND RESERVES
Called up share capital 14 44,000 44,000
Retained earnings 15 (3,817,661 ) (252,952 )
SHAREHOLDERS' FUNDS (3,773,661 ) (208,952 )

The financial statements were approved by the Board of Directors and authorised for issue on 20 October 2026 and were signed on its behalf by:





R R Mainprize Jnr - Director


PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

STATEMENT OF CHANGES IN EQUITY
For The Year Ended 31 March 2026

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 44,000 - 44,000
Dividends - (57,000 ) (57,000 )
Total comprehensive income - (195,952 ) (195,952 )
Balance at 31 March 2025 44,000 (252,952 ) (208,952 )

Changes in equity
Total comprehensive income - (3,564,709 ) (3,564,709 )
Balance at 31 March 2026 44,000 (3,817,661 ) (3,773,661 )

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 31 March 2026


1. STATUTORY INFORMATION

Project Summer Bidco 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 Company Information page.

2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared for the year ended 31 March 2026. The prior year comparatives are for the 17 month period from 31 October 2023 to 31 March 2025 and therefore may not be directly comparable.

These financial statements present information about the Company as an individual entity and not of its group. The Company is exempt from preparing group accounts as it is included in the consolidated financial statements of Project Summer Topco Limited. Copies of the consolidated financial statements may be obtained from Unit 18 Manor Court, Manor Garth, Eastfield, Scarborough, YO11 3TU.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

• the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;
• the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii),
B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;
• the requirements of IFRS 7 Financial Instruments: Disclosures;
• the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
• the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91
and 93 of IFRS 16 Leases;
the requirements of paragraph 58 of IFRS 16;
• the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118,
119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
• the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present
comparative information in respect of:
- paragraphs 53(a), (h) and (j) of IFRS 16;
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
- paragraphs 76 and 79(d) of IAS 40 Investment Property; and
- paragraph 50 of IAS 41 Agriculture;
• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134
to 136 of IAS 1;
• the requirements of
- paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and
- paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors;
• the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;
• the requirements of paragraph 74(b) of IAS 16;
• the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;
• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered
into between two or more members of a group;
• the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of
Assets.

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2026


2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents management charges to group companies and is recognised when receivable.

Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, other than those measured at fair value through profit or loss, are added to or deducted from the fair value of the financial asset or financial liability on initial recognition.

Financial assets
Financial assets are classified and subsequently measured at amortised cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL") in accordance with IFRS 9.

The Company's financial assets comprise amounts owed by group undertakings and cash and cash equivalents. These assets are held in order to collect contractual cash flows and give rise to cash flows that are solely payments of principal and interest. Accordingly, they are measured at amortised cost using the effective interest method, less any impairment losses.

The Company recognises a loss allowance for expected credit losses on financial assets measured at amortised cost.

Cash and cash equivalents comprise cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Financial liabilities
Financial liabilities comprise trade and other payables, borrowings and amounts owed to group undertakings.

Financial liabilities are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest method unless they are required to be measured at fair value through profit or loss.

Interest-bearing borrowings are measured at amortised cost. Finance costs, including premiums payable on settlement or redemption and direct issue costs, are recognised in profit or loss over the term of the instrument using the effective interest method.

Derecognition
Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are transferred and substantially all the risks and rewards of ownership have passed.
Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2026


2. ACCOUNTING POLICIES - continued

Employee benefit costs
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 inventories or non-current 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.

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

Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3. EMPLOYEES AND DIRECTORS
Period
31.10.23
Year ended to
31.3.26 31.3.25
£    £   
Wages and salaries 494,616 472,069
Social security costs 76,484 53,958
Other pension costs 8,593 13,247
579,693 539,274

The average number of employees during the year was as follows:
Period
31.10.23
Year ended to
31.3.26 31.3.25

Directors 4 3
Operational 1 2
5 5

Period
31.10.23
Year ended to
31.3.26 31.3.25
£    £   
Directors' remuneration 428,582 308,392
Directors' pension contributions to money purchase schemes 9,899 7,320

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 5 1

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2026


3. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director is as follows:
Period
31.10.23
Year ended to
31.3.26 31.3.25
£    £   
Emoluments etc 136,974 130,000
Pension contributions to money purchase schemes 4,462 -

4. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
31.10.23
Year ended to
31.3.26 31.3.25
£    £   
Interest on loan notes 3,939,920 3,188,662
Other loan interest 35,693 -
3,975,613 3,188,662

5. LOSS BEFORE TAXATION

Auditors remuneration is bourne by group entities.

6. TAXATION

Analysis of tax income
Period
31.10.23
Year ended to
31.3.26 31.3.25
£    £   
Deferred tax (551,147 ) -
Total tax income in statement of comprehensive income (551,147 ) -

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2026


6. TAXATION - continued

Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
31.10.23
Year ended to
31.3.26 31.3.25
£    £   
Loss before income tax (4,115,856 ) (195,952 )
Loss multiplied by the standard rate of corporation tax in the UK of
25% (2025 - 25%)

(1,028,964

)

(48,988

)

Effects of:
Corporate interest restriction 770,765 540,297
Trading losses 258,199 292,947
Income from shares in group undertakings - (784,256 )
Deferred tax movement (551,147 ) -
Tax income (551,147 ) -

7. DIVIDENDS
Period
31.10.23
Year ended to
31.3.26 31.3.25
£    £   
Ordinary shares of £1 each
Interim - 57,000

8. INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 April 2025
and 31 March 2026 38,066,751
NET BOOK VALUE
At 31 March 2026 38,066,751
At 31 March 2025 38,066,751

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Mainprize Holdings Limited
Registered office: Unit 18 Manor Court, Manor Garth, Scarborough YO11 3TU
Nature of business: Maritime transport and support
%
Class of shares: holding
Ordinary 100.00

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2026


8. INVESTMENTS - continued

Mainprize Midco Limited
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

Mainprize Midco 2 Limited
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

Mainprize Midco 3 Limited
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

Mainprize Midco 4 Limited
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

Mainprize Offshore Limited
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Maritime transport and support
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

Mainprize Offshore Two Limited
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Maritime transport and support
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2026


8. INVESTMENTS - continued

Mainprize Offshore Three Limited
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Maritime transport and support
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

Mainprize Offshore Four Limited
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Maritime transport and support
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

Mainprize Asia Ltd
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Maritime transport and support
%
Class of shares: holding
Ordinary 100.00

Held indirectly through Mainprize Holdings Limited

Offshore Ship Design and Consultants Ltd
Registered office: Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU
Nature of business: Specialised design activities
%
Class of shares: holding
Ordinary 50.00

Held indirectly through Mainprize Holdings Limited

9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2026 2025
£    £   
Amounts owed by group undertakings 1,242,094 879,309
VAT 150 -
Deferred tax asset 551,147 -
1,793,391 879,309

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2026 2025
£    £   
Other loans (see note 12) 34,487 537,389
Amounts owed to group undertakings 182,582 -
Social security and other taxes 19,102 -
Other creditors 1,235,693 -
Accrued expenses 22,101 26,460
1,493,965 563,849

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2026


11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2026 2025
£    £   
Other loans (see note 12) 42,843,327 38,591,163

Included in other loans at 31 March 2026 are the following loan note balances:

A+ loan notes of £1,902,246 (2025:£1,690,122) which are subject to an interest rate of 12%. Repayments of £500,000 commence February 2029, continuing every 6 months thereafter until full repaid.

A1 loan notes of £20,470,541(2025:14,607,317) which are subject to an interest rate of 10% and due for repayment 50% on 28 February 2029 and the remainder 28 February 2030.

A2 loan notes of £16,158,230 (2025: £14,778,402) which are subject to to an interest rate of 10% and due for repayment 50% on 28 February 2029 and the remainder 28 February 2030.

A3 loan notes of £4,346,798 (2025: £8,000,000) which are subject to an interest rate of 10% and due for repayment 50% on 28 February 2030 and 50% on 28 February 2031.

Alcuin GP Limited who hold A+ and A1 loan notes totalling £21,421,664 at 31 March 2026 hold a fixed and floating charge over the assets of the company.

12. FINANCIAL LIABILITIES - BORROWINGS

2026 2025
£    £   
Current:
Other loans 34,487 537,389

Non-current:
Other loans 42,843,327 38,591,163

Terms and debt repayment schedule

1 year or
less 2-5 years Totals
£    £    £   
Other loans 34,487 42,843,327 42,877,814

13. DEFERRED TAX
£   
Provided during year (551,147 )
Balance at 31 March 2026 (551,147 )

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2026 2025
value: £    £   
44,000 Ordinary £1 44,000 44,000

PROJECT SUMMER BIDCO LIMITED (REGISTERED NUMBER: 15248100)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2026


15. RESERVES
Retained
earnings
£   

At 1 April 2025 (252,952 )
Deficit for the year (3,564,709 )
At 31 March 2026 (3,817,661 )

16. ULTIMATE PARENT COMPANY

As at the year end, Project Summer Bidco Limited's immediate and ultimate parent is Project Summer Topco Limited. For the year ended 31 March 2026 Project Summer Topco Limited is the smallest and largest group into which Project Summer Bidco Limited is consolidated. Copies of Project Summer Topco Limited's financial statements can be obtained from Unit 18 Manor Court, Manor Garth, Eastfield, Scarborough, YO11 3TU.