REGISTERED NUMBER: 15879325 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

MAINPRIZE OFFSHORE TWO LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

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:

15879325 (England and Wales)

AUDITORS:

Fortus Audit LLP

Equinox House

Clifton Park, Shipton Road

York

Yorkshire

YO30 5PA

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 marine transport and support services.

DIRECTORS

R R Mainprize Jnr has held office during the whole of the period from 1 April 2025 to the date of this report.

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

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.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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.

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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

R R Mainprize Jnr - Director

20 October 2026

Opinion

We have audited the financial statements of Mainprize Offshore Two Ltd (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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

-

-

Administrative expenses

13,768

6,685

OPERATING LOSS

(13,768

)

(6,685

)

Interest payable and similar expenses

4

36,916

-

LOSS BEFORE TAXATION

5

(50,684

)

(6,685

)

Tax on loss

6

(21,900

)

(1,671

)

LOSS FOR THE FINANCIAL YEAR

(28,784

)

(5,014

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(28,784

)

(5,014

)

FIXED ASSETS

Tangible assets

7

11,434,262

730,149

CURRENT ASSETS

Stocks

8

5,594

-

Debtors

9

62,361

8,884

Cash at bank

1,485,898

-

1,553,853

8,884

CREDITORS

Amounts falling due within one year

10

6,406,516

744,046

NET CURRENT LIABILITIES

(4,852,663

)

(735,162

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,581,599

(5,013

)

CREDITORS

Amounts falling due after more than one year

11

6,615,396

-

NET LIABILITIES

(33,797

)

(5,013

)

CAPITAL AND RESERVES

Called up share capital

13

1

1

Retained earnings

14

(33,798

)

(5,014

)

SHAREHOLDERS' FUNDS

(33,797

)

(5,013

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

-

1

Total comprehensive income

-

(5,014

)

(5,014

)

Balance at 31 March 2025

1

(5,014

)

(5,013

)

Changes in equity

Total comprehensive income

-

(28,784

)

(28,784

)

Balance at 31 March 2026

1

(33,798

)

(33,797

)

1.	STATUTORY INFORMATION

Mainprize Offshore Two Ltd 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 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.

Tangible fixed assets

Property, plant and equipment are initially measured at cost and subsequently measured at cost, 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:

Supply vessels are currently recognised at cost as the vessels are under construction at the balance sheet date. No depreciation has therefore been recognised.

Once construction has been completed the assets will be carried at fair value determined by the directors in conjunction with external valuers.

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.

Stocks

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

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

6.8.24

Year ended

to

31.3.26

31.3.25

£

£

Directors' remuneration

-

-

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

6.8.24

Year ended

to

31.3.26

31.3.25

£

£

Released capitalised finance

costs

36,916

-

36,916

-

5.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging/(crediting):

Period

6.8.24

Year ended

to

31.3.26

31.3.25

£

£

Foreign exchange differences

(355

)

-

Fees payable to the company' auditor for the audit of the company's financial statements

10,633

-

Fees payable to the company' auditor for other services

2,333

-

6.

TAXATION

Analysis of tax income

Period

6.8.24

Year ended

to

31.3.26

31.3.25

£

£

Deferred tax

(21,900

)

(1,671

)

Total tax income in statement of comprehensive income

(21,900

)

(1,671

)

Factors affecting the tax expense

The tax assessed for the year is lower (2025 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

Period

6.8.24

Year ended

to

31.3.26

31.3.25

£

£

Loss before income tax

(50,684

)

(6,685

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2025 - 25%)

(12,671

)

(1,671

)

Effects of:

Depreciation

(719,542

)

(32,841

)

Amortisation

(9,229

)

-

Trading losses c/f

741,442

34,598

Deferred tax movement

(21,900

)

(1,671

)

s1308 R&D allowance

-

(86

)

Tax income

(21,900

)

(1,671

)

7.	TANGIBLE FIXED ASSETS

Supply

vessels

£

COST

At 1 April 2025

730,149

Additions

10,704,113

At 31 March 2026

11,434,262

NET BOOK VALUE

At 31 March 2026

11,434,262

At 31 March 2025

730,149

Supply Vessels are under construction at the balance sheet date and depreciation of these assets has therefore not yet commenced.

8.

STOCKS

2026

2025

£

£

Stocks

5,594

-

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Other debtors

62,361

8,884

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Bank loans and overdrafts (see note 12)

2,265,413

-

Amounts owed to group undertakings

4,128,003

744,046

Accruals and deferred income

13,100

-

6,406,516

744,046

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2026

2025

£

£

Bank loans (see note 12)

6,615,396

-

12.

FINANCIAL LIABILITIES - BORROWINGS

2026

2025

£

£

Current:

Bank loans

2,265,413

-

Non-current:

Bank loans - 1-2 years

6,615,396

-

Terms and debt repayment schedule

1 year or

less

1-2 years

2-5 years

Totals

£

£

£

£

Bank loans

2,265,413

487,548

6,127,848

8,880,809

Bank loans are secured by way of a fixed charge over the property, plant and equipment for which loans were advanced.

Alcuin GP limited hold a fixed and floating charge over the assets of the company.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

1

Ordinary

1

1

1

14.

RESERVES

Retained

earnings

£

At 1 April 2025

(5,014

)

Deficit for the year

(28,784

)

At 31 March 2026

(33,798

)

15.	CAPITAL COMMITMENTS

At the year end the Company had capital commitments for supply vessels amounting to £15,395,747 (2025 - £25,523,911)

16.	ULTIMATE PARENT COMPANY

As at the year end, Mainprize Offshore Two Ltd's immediate parent is Mainprize Midco 2 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 Offshore Two Ltd 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 in which Mainprize Offshore Two Ltd 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.