REGISTERED NUMBER: 15436415 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

MAINPRIZE MIDCO LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

R R Mainprize Jnr

R G Marshall

S G Evans

REGISTERED OFFICE:

Unit 18, Manor Court Manor Garth

Eastfield

Scarborough

North Yorkshire

YO11 3TU

REGISTERED NUMBER:

15436415 (England and Wales)

AUDITORS:

Fortus Audit LLP

Equinox House

Clifton Park, Shipton Road

York

Yorkshire

YO30 5PA

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.

As part of the Mainprize Group of companies, Mainprize Offshore Ltd owns and operates a fleet of 11 vessels. Mainprize Midco Limited, a dormant intermediate holding company, owns the entire share capital of Mainprize Offshore Ltd.

The Directors are satisfied with the performance of the business during the financial year.

PRINCIPAL RISKS AND UNCERTAINTIES

Foreign exchange differences

The Company'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 Company 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 company 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 Company 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 company 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 Company. The business monitors the regulatory landscape on an ongoing basis, and staff are appropriately trained and supported to ensure that relevant changes affecting the Company 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.

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 below are those of Mainprize Offshore Ltd.

Turnover and Gross Profit reflect the operational performance of the business. 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 ended 31 March 2026

Year ended 31 March 2025

Turnover ('000)

£18,766

£18,730

Gross Profit ('000)

£11,420

£6,994

EBITDA ('000)

£12,499

£7,469

Average Utilisation (%)

97.1

97.2

Vessels

11

11

Vessel in Build

-

-

FUTURE DEVELOPMENTS

The Company intends to continue operating the existing fleet of vessels to service the growing global offshore wind sector. Significant investment continues in people, training, systems and facilities to support the growth of the wider group. 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

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 an intermediate holding company in a group operating in marine 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

Other changes in directors holding office are as follows:

R G Marshall - appointed 25 July 2025

S G Evans - appointed 26 January 2026

S M Mainprize ceased to be 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.

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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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.

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 ought to have taken as a director in order to make himself 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.

ON BEHALF OF THE BOARD:

R R Mainprize Jnr - Director

20 October 2026

Opinion

We have audited the financial statements of Mainprize Midco Limited (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, Other 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;

-	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.

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 page four, 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.

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.

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

TURNOVER

-

-

OPERATING PROFIT

-

-

Income from shares in group undertakings

-

3,736,590

PROFIT BEFORE TAXATION

4

-

3,736,590

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

-

3,736,590

PROFIT FOR THE YEAR

-

3,736,590

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

-

3,736,590

FIXED ASSETS

Investments

7

1,000

1,000

TOTAL ASSETS LESS CURRENT LIABILITIES

1,000

1,000

CAPITAL AND RESERVES

Called up share capital

8

1,000

1,000

SHAREHOLDERS' FUNDS

1,000

1,000

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

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Dividends

-

(3,736,590

)

(3,736,590

)

Total comprehensive income

-

3,736,590

3,736,590

Balance at 31 March 2025

1,000

-

1,000

Changes in equity

Balance at 31 March 2026

1,000

-

1,000

1.	STATUTORY INFORMATION

Mainprize Midco 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.

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 paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations;

•

the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;

•

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.

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.

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

There were no staff costs for the year ended 31 March 2026 nor for the period ended 31 March 2025.

The average number of employees during the year was NIL (2025 - NIL).

Period

23.1.24

Year ended

to

31.3.26

31.3.25

£

£

Directors' remuneration

-

-

4.	PROFIT BEFORE TAXATION

Auditors remuneration is bourne by group companies.

5.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 March 2026 nor for the period ended 31 March 2025.

6.

DIVIDENDS

Period

23.1.24

Year ended

to

31.3.26

31.3.25

£

£

Ordinary shares of £1 each

Interim

-

3,736,590

7.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2025

and 31 March 2026

1,000

NET BOOK VALUE

At 31 March 2026

1,000

At 31 March 2025

1,000

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

Mainprize Offshore 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

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

1,000

Ordinary

£1

1,000

1,000

9.

RESERVES

Retained

earnings

£

Profit for the year

-

At 31 March 2026

-

10.	ULTIMATE PARENT COMPANY

As at the year end, Mainprize Midco Limited's immediate parent is Mainprize Holdings Limited and the ultimate parent company is Project Summer Topco Limited.

For the year ended 31 March 2026, Mainprize Holdings Limited is the smallest group in which Mainprize Midco Limited is consolidated. Copies of Mainprize Holdings Limited's financial statements can be obtained from Unit 18, Manor Court, Manor Garth, Eastfield, Scarborough, YO11 3TU.

For the year ended 31 March 2026 Project Summer Topco Limited is the largest group into which Mainprize Midco 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.