Project Summer Topco Limited - Limited company accounts 25.1

REGISTERED NUMBER: 15246688 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

PROJECT SUMMER TOPCO LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Profit or Loss

10

Consolidated Statement of Profit or Loss and Other
Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Consolidated Statement of Cash Flows

18

Notes to the Consolidated Financial Statements

19

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:

15246688 (England and Wales)

AUDITORS:

Fortus Audit LLP

Equinox House

Clifton Park, Shipton Road

York

Yorkshire

YO30 5PA

The directors present their strategic report of the company and the group 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.

KEY FINANCIAL PERFORMANCE INDICATORS

The Directors review the performance of the business through key performance indicators, the principal measures being outlined below.

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 ended

17 month period
ended

31 March 2026

31 March 2025

Turnover ('000)

£18,766

£20,082

Gross Profit ('000)

£4,327

£4,387

EBITDA ('000)

£5,647

£5,928

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

26 October 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of maritime transport and support.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2026.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

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 on in the Strategic Report as the directors consider them to be of strategic importance to the company. This includes considerations of the future developments of the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

R R Mainprize Jnr - Director

26 October 2026

Opinion

We have audited the financial statements of Project Summer Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion:

-	the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2026 and of the group's loss for the year then ended;

-	the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;

-	the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and

-	the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

27 October 2026

PROJECT SUMMER TOPCO LIMITED (REGISTERED NUMBER: 15246688)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For The Year Ended 31 March 2026

Period

30.10.23

Year ended

to

31.3.26

31.3.25

Notes

£

CONTINUING OPERATIONS

Revenue

4

18,765,593

20,082,118

Cost of sales

(14,438,395

)

(15,695,359

)

GROSS PROFIT

4,327,198

4,386,759

Other operating income

401,170

-

Administrative expenses

(2,443,793

)

(1,953,233

)

Other operating expenses

(66,645

)

(52,001

)

OPERATING PROFIT

2,217,930

2,381,525

Finance costs

6

(5,999,080

)

(4,121,450

)

Finance income

6

-

4,921

LOSS BEFORE INCOME TAX

7

(3,781,150

)

(1,735,004

)

Income tax

8

1,073,677

(1,898,565

)

LOSS FOR THE YEAR

(2,707,473

)

(3,633,569

)

Loss attributable to:

Owners of the parent

(2,735,066

)

(3,683,394

)

Non-controlling interests

27,593

49,825

(2,707,473

)

(3,633,569

)

PROJECT SUMMER TOPCO LIMITED (REGISTERED NUMBER: 15246688)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For The Year Ended 31 March 2026

Period

30.10.23

Year ended

to

31.3.26

31.3.25

£

LOSS FOR THE YEAR

(2,707,473

)

(3,633,569

)

OTHER COMPREHENSIVE INCOME

Items that may be reclassified subsequently to profit or loss:

Revaluation of fixed assets

893,689

(1,407,882

)

Deferred tax on supply vessels

(194,189

)

364,089

Income tax relating to items that may be reclassified
subsequently to profit or loss

-

OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX

699,500

(1,043,793

)

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

(2,007,973

)

(4,677,362

)

Total comprehensive income attributable to:

Owners of the parent

(1,981,566

)

(4,647,897

)

Non-controlling interests

(26,407

)

(29,465

)

(2,007,973

)

(4,677,362

)

ASSETS

NON-CURRENT ASSETS

Goodwill

10

195,726

Owned

Intangible assets

11

21,211,964

23,353,825

Property, plant and equipment

12

49,497,036

38,093,178

Right-of-use

Investments

13

-

70,904,726

61,642,729

CURRENT ASSETS

Inventories

14

220,568

230,858

Trade and other receivables

15

3,737,957

3,519,158

Cash and cash equivalents

16

2,691,168

1,773,349

6,649,693

5,523,365

TOTAL ASSETS

77,554,419

67,166,094

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

18

888

893

Share premium

19

87,912

88,407

Revaluation reserve

19

1,703,926

1,047,510

Retained earnings

19

(8,466,679

)

(5,774,697

)

(6,673,953

)

(4,637,887

)

Non-controlling interests

17

(55,872

)

(29,465

)

TOTAL EQUITY

(6,729,825

)

(4,667,352

)

LIABILITIES

NON-CURRENT LIABILITIES

Financial liabilities - borrowings

Lease liabilities

21, 22

66,302,272

56,279,432

Deferred tax

24

10,709,667

11,594,672

77,011,939

67,874,104

CURRENT LIABILITIES

Trade and other payables

20

3,517,442

1,801,402

Financial liabilities - borrowings

Lease liabilities

21, 22

3,749,342

2,157,940

Tax payable

5,521

-

7,272,305

3,959,342

TOTAL LIABILITIES

84,284,244

71,833,446

TOTAL EQUITY AND LIABILITIES

77,554,419

67,166,094

The financial statements were approved by the Board of Directors and authorised for issue on 26 October 2026 and were signed on its behalf by:

R R Mainprize Jnr - Director

ASSETS

NON-CURRENT ASSETS

Goodwill

10

-

Owned

Intangible assets

11

-

Property, plant and equipment

12

-

Right-of-use

Investments

13

44,000

CURRENT ASSETS

Trade and other receivables

15

92,500

60,000

TOTAL ASSETS

136,500

104,000

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

18

888

893

Share premium

19

87,912

88,407

Retained earnings

19

(146,046

)

(46,046

)

TOTAL EQUITY

(57,246

)

43,254

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

20

193,746

60,746

TOTAL LIABILITIES

193,746

60,746

TOTAL EQUITY AND LIABILITIES

136,500

104,000

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

Share

capital

earnings

premium

£

Balance at 30 October 2023

-

(2,139,778

)

-

Changes in equity

Issue of share capital

893

-

88,407

Total comprehensive income

-

(3,634,919

)

-

Balance at 31 March 2025

893

(5,774,697

)

88,407

Changes in equity

Issue of share capital

(5

)

-

(495

)

Total comprehensive income

-

(2,691,982

)

-

Balance at 31 March 2026

888

(8,466,679

)

87,912

Revaluation

Non-controlling

Total

reserve

Total

interests

equity

£

Balance at 30 October 2023

2,139,778

-

Changes in equity

Issue of share capital

-

89,300

-

89,300

Total comprehensive income

(1,092,268

)

(4,727,187

)

(29,465

)

(4,756,652

)

Balance at 31 March 2025

1,047,510

(4,637,887

)

(29,465

)

(4,667,352

)

Changes in equity

Issue of share capital

-

(500

)

-

(500

)

Total comprehensive income

656,416

(2,035,566

)

(26,407

)

(2,061,973

)

Balance at 31 March 2026

1,703,926

(6,673,953

)

(55,872

)

(6,729,825

)

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Changes in equity

Issue of share capital

893

-

88,407

89,300

Total comprehensive income

-

(46,046

)

-

(46,046

)

Balance at 31 March 2025

893

(46,046

)

88,407

43,254

Changes in equity

Issue of share capital

(5

)

-

(495

)

(500

)

Total comprehensive income

-

(100,000

)

-

(100,000

)

Balance at 31 March 2026

888

(146,046

)

87,912

(57,246

)

PROJECT SUMMER TOPCO LIMITED (REGISTERED NUMBER: 15246688)

CONSOLIDATED STATEMENT OF CASH FLOWS

For The Year Ended 31 March 2026

Period

30.10.23

Year ended

to

31.3.26

31.3.25

£

Cash flows from operating activities

Cash generated from operations

1

6,784,038

12,148,167

Interest paid

(35,760

)

(3,960,274

)

Lease interest paid

(22,648

)

(161,176

)

Net cash from operating activities

6,725,630

8,026,717

Cash flows from investing activities

Purchase of intangible fixed assets

(50,000

)

(200,532

)

Purchase of tangible fixed assets

(11,399,903

)

(8,915,638

)

Interest received

-

4,921

Net cash from investing activities

(11,449,903

)

(9,111,249

)

Cash flows from financing activities

New loans in year

9,320,190

5,295,629

Loan repayments in year

(1,707,632

)

(3,876,914

)

Loan interest repayments in year

(1,116,691

)

-

Capitalised finance costs

(583,550

)

-

Payment of lease liabilities

(29,407

)

(14,000

)

Amount introduced by directors

2,986

-

Share issue

-

39,756

Share buyback

(500

)

-

Loan note interest payments

(189,304

)

-

Dividends paid to minority interests

(54,000

)

(81,000

)

Cash acquired on purchase of subsidiary

-

1,494,410

Net cash from financing activities

5,642,092

2,857,881

Increase in cash and cash equivalents

917,819

1,773,349

Cash and cash equivalents at beginning
of year

2

1,773,349

-

Cash and cash equivalents at end of
year

2

2,691,168

1,773,349

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

Period

30.10.23

Year ended

to

31.3.26

31.3.25

£

Loss before income tax

(3,781,150

)

(1,735,004

)

Depreciation charges

3,429,494

3,317,402

Loss on disposal of fixed assets

53,272

-

Gain on foreign exchange

(25,554

)

489,991

Engine reval (non-cash)

(401,170

)

-

Finance costs

5,999,080

4,121,450

Finance income

-

(4,921

)

5,273,972

6,188,918

Decrease in inventories

10,290

46,567

(Increase)/decrease in trade and other receivables

(221,785

)

3,937,180

Increase in trade and other payables

1,721,561

1,975,502

Cash generated from operations

6,784,038

12,148,167

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2026

31.3.26

1.4.25

£

Cash and cash equivalents

2,691,168

1,773,349

Period ended 31 March 2025

31.3.25

30.10.23

£

Cash and cash equivalents

1,773,349

-

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Accounting convention

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £1.

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

The parent company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework.

As permitted by FRS 101, the parent company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';

(b) the requirements within IAS 1 relating to the presentation of certain comparative information;

(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;

(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but it not yet effective); and

(e) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group.

Period of account

The prior period is for the 17 month period 30 October 2023 to 31 March 2025 and therefore may not be directly comparable with the year ended 31 March 2026.

Going Concern

The directors note that the Group is reporting net liabilities as at 31 March 2026. The position arises partly due to the amortisation of customer-related intangible assets, which do not impact the Group's short-term liquidity or underlying cash generating ability.

The directors have assessed the Group and Company's financial position, cash flow forecasts and available funding facilities. The review has considered both current trading performance and potential downside scenarios. The company has the financial support of the shareholders who have confirmed their intention to continue to support the company. The directors have, at the time of approving the financial statements, a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. The directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

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

All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

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

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

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

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

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

Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probably and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

Goodwill is not amortised but it reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the group's cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than that carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal

Revenue recognition

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

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

The group recognises revenue from the following major sources:

- Maritime support contracts

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

Maritime support contracts

This revenue represents income from maritime support contracts for offshore wind farms. The revenue is recognised on a daily basis throughout the length of the contract, based upon the specific actions undertaken by each vessel, in each 24-hour period.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

The group's other intangible asset represents capitalised development costs and acquired customer related and technology related assets. These costs are amortised as follows:

Development costs

Alongside the vessel to which they relate, typically over 20 years

Customer related

11 years

Technology related

Impairment review performed annually

Amortisation charges are included as part of cost of sales in the Statement of Comprehensive income.

Impairment of tangible and intangible assets

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

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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

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

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

Non-current investments

The parent company interest in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity, being neither a subsidiary not a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

Property, plant and equipment

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:

Right of use asset

Straight line over the period of the lease

Plant and equipment

20% reducing balance

Motor vehicles

20% reducing balance

Supply vessels

See below

Replacement parts

Not depreciated until brought into use

Supply Vessels are subsequently measured using the revaluation model and are carried at their revalued amount, being fair value at the date of revaluation less any subsequent accumulated depreciation and impairment losses. Revaluations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from fair value at the reporting date.

Valuations are performed by independent professionally qualified valuers using appropriate valuation techniques and observable market evidence where available.

Increases arising on revaluation are recognised in other comprehensive income and accumulated in equity within the revaluation reserve, except to the extent that they reverse a revaluation decrease previously recognised in profit or loss. In such cases, the increase is recognised in profit or loss to the extent of the previous decrease.

Decreases arising on revaluation are recognised in profit or loss, except to the extent that a credit balance exists in the revaluation reserve relating to the same asset, in which case the decrease is recognised in other comprehensive income and debited against the revaluation reserve.

Depreciation is charged on the revalued amount of assets over their estimated remaining useful economic lives.Depreciation on the vessel build is charged straight line over a 30 year period (with a 15-20% residual value expected), whilst improvements to the vessels are depreciated straight line over 5 years. Upon disposal of a revalued asset, any balance remaining in the revaluation reserve relating to that asset is transferred directly to retained earnings

Financial instruments

Financial assets

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade

receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Financial liabilities

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the group.

Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

Inventories

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

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Taxation

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

Current tax

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

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

Employee benefit costs

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

Leases

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment.

The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

The Company's fleet of supply vessels and replacement parts are carried at revalued amounts. Fair values are determined periodically by an independent professionally qualified marine valuer using recognised valuation techniques and market evidence where available.

The valuation process requires the use of assumptions and estimates regarding market conditions and vessel-specific factors, including the age, condition, specification, maintenance history, remaining useful economic life and prevailing market values of comparable vessels. The availability of comparable market transactions can vary significantly depending on vessel type and market activity.

Due to the judgement inherent in determining appropriate valuation inputs and adjustments, actual market values realised on sale may differ from the valuations reported at the reporting date. Management considers the assumptions adopted by the independent valuer to be reasonable and consistent with market participant assumptions at the reporting date.

At 31March 2026, vessels with a carrying value of £36.3 million (2025:£36.4m) and replacement parts of £1.4m (2025:£722k) were measured using valuation techniques that incorporate significant unobservable inputs. A reasonably possible change in these assumptions could result in a material change in the carrying amount of the vessels.

4.

REVENUE

Revenue

Year
ended31.03
.26

Period
30.10.23 to
31.03.25

£

Revenue analysed by class of business

Maritime transport and support contracts

18,765,593

20,082,118

2026

2025

£

Revenue analysed by geographical market

United Kingdom

1,768,288

2,721,911

Rest of Europe

16,997,305

17,360,207

18,765,593

20,082,118

All revenues derive from fixed contracts with customers and specify defined performance obligations.

In 2026, there were 4 customers (2025 - 4) contributing more than 10% of revenues each.

5.	EMPLOYEES AND DIRECTORS

Period

30.10.23

Year ended

to

31.3.26

31.3.25

£

Wages and salaries

1,277,595

1,112,293

Social security costs

176,992

99,998

Other pension costs

25,858

27,576

1,480,445

1,239,867

The average number of employees during the year was as follows:

Period

30.10.23

Year ended

to

31.3.26

31.3.25

Directors

4

3

Operations

23

19

27

22

Period

30.10.23

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

Information regarding the highest paid director is as follows:

Period

30.10.23

Year ended

to

31.3.26

31.3.25

£

Emoluments etc

136,974

130,000

Pension contributions to money purchase schemes

4,462

-

6.	NET FINANCE COSTS

Period

30.10.23

Year ended

to

31.3.26

31.3.25

£

Finance income:

Other interest receivable

-

4,921

Period

30.10.23

Year ended

to

31.3.26

31.3.25

£

Finance costs:

Bank interest

1,107,445

1,261,603

Bank loan interest

67

-

Interest on loan notes

3,939,920

3,188,662

Other loans interest

35,693

-

Gain on foreign exchange

731,236

(489,991

)

Released capitalised finance

costs

162,071

156,123

Leasing

22,648

5,053

5,999,080

4,121,450

Net finance costs

5,999,080

4,116,529

7.	LOSS BEFORE INCOME TAX

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

£

Depreciation - owned assets

1,237,633

1,146,876

Customer related intangibles amortisation

2,121,372

2,298,153

Development costs amortisation

70,488

88,711

Foreign exchange differences

755,843

(442,418

)

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

31,900

24,528

Fees payable to the company's auditor for other services

7,000

8.	INCOME TAX

Analysis of tax (income)/expense

Period

30.10.23

Year ended

to

31.3.26

31.3.25

£

Current tax:

Corporation tax

5,521

-

Deferred tax

(1,079,198

)

1,898,565

Total tax (income)/expense in consolidated statement of profit or loss

(1,073,677

)

1,898,565

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

30.10.23

Year ended

to

31.3.26

31.3.25

£

Loss before income tax

(3,781,150

)

(1,735,004

)

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

(945,288

)

(433,751

)

Effects of:

Expenses not allowable for tax purposes

1,335,305

1,796,815

Deferred tax in relation to prior years

(1,292,254

)

14,955

Fixed asset differences

750

625,132

Deferred tax not provided

(900,489

)

(104,586

)

Current year losses used

(943,335

)

-

Losses carried forward

1,671,634

-

Tax (income)/expense

(1,073,677

)

1,898,565

9.	LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £(100,000) (2025 - £(46,046)).

10.

GOODWILL

Group

£

COST

At 1 April 2025

and 31 March 2026

195,726

NET BOOK VALUE

At 31 March 2026

195,726

At 31 March 2025

195,726

11.	INTANGIBLE ASSETS

Group

Development

Technology

Customer-related

costs

£

COST

At 1 April 2025

23,335,089

1,527,104

878,495

25,740,688

Additions

-

50,000

-

50,000

At 31 March 2026

23,335,089

1,577,104

878,495

25,790,688

AMORTISATION

At 1 April 2025

2,298,153

88,711

-

2,386,864

Amortisation for year

2,121,372

70,488

-

2,191,860

At 31 March 2026

4,419,525

159,199

-

4,578,724

NET BOOK VALUE

At 31 March 2026

18,915,564

1,417,905

878,495

21,211,964

At 31 March 2025

21,036,936

1,438,393

878,495

23,353,824

12.	PROPERTY, PLANT AND EQUIPMENT

Group

Leasehold

Right of

Plant and

improvements

use asset

machinery

£

COST OR VALUATION

At 1 April 2025

-

435,818

106,375

Additions

200,226

4,680

48,208

Disposals

-

(12,963

)

Revaluations

-

At 31 March 2026

200,226

440,498

141,620

DEPRECIATION

At 1 April 2025

-

14,155

64,128

Charge for year

12,128

40,842

13,674

Eliminated on disposal

-

(12,963

)

Revaluation adjustments

-

At 31 March 2026

12,128

54,997

64,839

NET BOOK VALUE

At 31 March 2026

188,098

385,501

76,781

At 31 March 2025

-

421,663

42,247

Replacement

Supply

parts

vessels

Totals

£

COST OR VALUATION

At 1 April 2025

721,611

36,907,658

38,171,462

Additions

203,842

10,942,947

11,399,903

Disposals

(53,271

)

-

(66,234

)

Revaluations

523,482

(399,613

)

123,869

At 31 March 2026

1,395,664

47,450,992

49,629,000

DEPRECIATION

At 1 April 2025

-

78,283

Charge for year

-

1,170,989

1,237,633

Eliminated on disposal

-

(12,963

)

Revaluation adjustments

-

(1,170,989

)

(1,170,989

)

At 31 March 2026

-

131,964

NET BOOK VALUE

At 31 March 2026

1,395,664

47,450,992

49,497,036

At 31 March 2025

721,611

36,907,658

38,093,179

Supply Vessels include assets under construction of £11,370,505 (20025: £730,148) which are not depreciated.

Supply Vessels in use were valued by Independent valuers, CSO Shipbrokers Ltd 2 May 2026. The valuation at 31 March 2025 was based on a valuation undertaken by CSO Shipbrokers Ltd on 14 April 2025.

The engines and gearboxes included within Replacement Parts have been independently valued by CSO Shipbrokers Ltd as at 31 March 2026.

Cost or valuation at 31 March 2026 is represented by:

Leasehold

Right of

Plant and

improvements

use asset

machinery

£

Cost

200,226

440,498

141,620

200,226

440,498

141,620

Replacement

Supply

parts

vessels

Totals

£

Valuation in 2026

523,482

(399,613

)

123,869

Cost

872,182

47,850,605

49,505,131

1,395,664

47,450,992

49,629,000

13.	INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 April 2025

and 31 March 2026

44,000

NET BOOK VALUE

At 31 March 2026

44,000

At 31 March 2025

44,000

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Project Summer Bidco 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

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

Held indirectly through Project Summer Bidco Limited

Mainprize Midco Limited

Registered office: Unit 18, Manor Court, Manor Garth, Scarborough YO11 3TU

Nature of business: 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, Scarborough YO11 3TU

Nature of business: 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, Scarborough YO11 3TU

Nature of business: 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, Scarborough YO11 3TU

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

Held indirectly through Mainprize Holdings Limited

Offshore Ship Design and Consultants Limited

Registered office: Unit 18 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

Mainprize Offshore Limited

Registered office: Unit 18 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

Mainrprize Offshore Two Limited

Registered office: Unit 18 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 Three Limited

Registered office: Unit 18 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 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 Limited

Registered office: Unit 18 Manor Garth, Eastfield, Scarborough, North Yorkshire, YO11 3TU

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Held indirectly through Mainprize Holdings Limited

14.	INVENTORIES

Group

2026

2025

£

Stocks

220,568

230,858

15.	TRADE AND OTHER RECEIVABLES

Group

Company

2026

2025

2026

2025

£

Current:

Trade debtors

3,294,732

3,062,296

-

Amounts owed by group undertakings

-

29,500

-

Other debtors

11,952

10,835

-

Directors' current accounts

-

2,986

-

VAT

97,501

94,410

10,500

10,000

Called up share capital not paid

100

-

Prepayments

333,672

348,531

52,500

50,000

3,737,957

3,519,158

92,500

60,000

Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

Trade receivables at the reporting date are shown net of provisions. Expected lifetime credit losses

have been estimated in accordance with IFRS 9, taking into account that the receivables do not

contain a significant financing component and there has been no significant increase in credit risk

since prior years. As such, given the straightforward nature of the company's receivables, the directors consider that the company qualifies for the stage 1 impairment model review under IFRS 9 which permits the simplified recognition of lifetime credit losses arising from default events, without the requirement to identify significant increases in credit risk.

2026

Ageing of past due but not impaired receivables

Less than 60 days

1,503,273

The directors consider the credit quality of trade and other receivables that are past due but not

impaired to be good.

No significant receivable balances are impaired at the reporting end date.

16.	CASH AND CASH EQUIVALENTS

Group

2026

2025

£

Bank accounts

2,691,168

1,773,349

17.	NON-CONTROLLING INTERESTS

The group owns 50% of the equity shares of Offshore Ship Design and Consultants Limited. However, based on the contractual arrangements between the group and other investors,and the fact that the group is the sole customer. The relevant activities of Offshore Ship Design and Consultants Limited are determined by the board of Project Summer Topco Limited, therefore, the directors of the group concluded that the group has control over Offshore Ship Design and Consultants Limited and Offshore Ship Design and Consultants Limited is consolidated in these financial statements.

18.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

44,000

A1 Ordinary

£0.01

440

44,000

A2 Ordinary

£0.01

440

800

B Ordinary

£0.01

8

13

888

893

All shares carry one vote. Rights to dividends are set out in Section 7 of the Articles of Association.

19.

RESERVES

Group

Retained

Share

Revaluation

earnings

premium

reserve

Totals

£

At 1 April 2025

(5,774,697

)

88,407

1,047,510

(4,638,780

)

Deficit for the year

(2,735,066

)

(2,735,066

)

Supply vessel revaluation

43,084

-

534,104

577,188

Purchase of own shares

-

(495

)

-

(495

)

Revaluation of property

-

122,312

At 31 March 2026

(8,466,679

)

87,912

1,703,926

(6,674,841

)

Company

Retained

Share

earnings

premium

Totals

£

At 1 April 2025

(46,046

)

88,407

42,361

Deficit for the year

(100,000

)

(100,000

)

Purchase of own shares

-

(495

)

(495

)

At 31 March 2026

(146,046

)

87,912

(58,134

)

20.	TRADE AND OTHER PAYABLES

Group

Company

2026

2025

2026

2025

£

Current:

Trade creditors

1,770,130

1,639,925

63,000

-

Amounts owed to group undertakings

-

130,746

60,746

Social security and other taxes

47,210

-

Other creditors

1,343,776

-

Accruals and deferred income

201,375

78,650

-

Accrued expenses

154,951

82,827

-

3,517,442

1,801,402

193,746

60,746

21.

FINANCIAL LIABILITIES - BORROWINGS

Group

2026

2025

£

Current:

Bank loans

3,659,648

1,566,964

Other loans

34,487

537,389

Leases (see note 22)

55,207

53,587

3,749,342

2,157,940

Group

2026

2025

£

Non-current:

Bank loans - 1-2 years

23,125,868

17,324,165

Other loans - 1-2 years

42,843,327

38,591,163

Leases (see note 22)

333,077

364,104

66,302,272

56,279,432

Terms and debt repayment schedule

Group

1 year or

More than

less

1-2 years

2-5 years

5 years

Totals

£

Bank loans

3,659,648

2,461,950

20,663,918

-

26,785,516

Other loans

34,487

-

40,669,928

2,173,399

42,877,814

Leases

55,207

52,291

136,803

143,983

388,284

3,749,342

2,514,241

61,470,649

2,317,382

70,051,614

The Group has one bank loan with a draw down value of €28.35m. The loan is repayable over the period to February 2031 and is subject to a fixedinterest rate of 5.8%.

The Group has a second bank loan with a total available drawdown of €28.35m. At the year end, the value drawn down totals €10.8m. The loan is repayable over the period to February 2031 and is subject to a fixed interest rate of 6.4%.

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

Other loans at 31 March 2026 include balances on loan notes including accrued interest as follows:

A+ loan notes £1.9m (2025 £1.7m) which are subject to an interest rate of 12%. Repayments of £500,000 commence February 2029, continuing every 6 months thereafter until fully repaid.

A1 loan notes £20.5m (2025 £14.6m) which are subject to an interest rate of 10% and due fo repayment 50% on 28 February 2029 and the remainder on 28 February 2030.

A2 loan notes £16.2m (2025 £14.8m) which are subject to an interest rate of 10% and due for repayment 50% on 28 February 2029 and the remainder on 28 February 2030.

A3 loan notes £4.3m (2025 £7.9m) which are subject to an interest rate of 10% and due for repayment 50% on 28 February 2030 and the remainder on 28 February 2031.

Alcuin GP Limited hold a fixed and floating charge over the assets of the group.

22.

LEASING

Group

Lease liabilities

Minimum lease payments fall due as follows:

2026

2025

£

Gross obligations repayable:

Within one year

57,620

56,000

Between one and five years

226,438

224,000

In more than five years

213,702

269,702

497,760

549,702

Finance charges repayable:

Within one year

2,413

Between one and five years

37,344

37,287

In more than five years

69,719

92,311

109,476

132,011

Net obligations repayable:

Within one year

55,207

53,587

Between one and five years

189,094

186,713

In more than five years

143,983

177,391

388,284

417,691

23.	MARKET RISK

Market risk management

Foreign exchange risk

The carrying amounts of the group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

2026

2025

Assets

Liabilities

Assets

Liabilities

£

Euros

4,215,770

28,964,858

2,748,278

19,577,990

US Dollars

11,282

-

5,038

Danish Krone

-

24,374

-

7,268

4,227,052

28,989,232

2,748,278

19,590,296

Included within the above are fixed bank loans denominated in Euros with a carrying value of £27,856,331 (2025 £18,891,128). These loans are repayable in structured instalments through to 2031, with balloon payments due on termination.

Whilst the group takes steps to minimise its exposure to foreign exchange risk, many of its revenues originate and denominate changes in foreign exchange rates and therefore the group carries an inherent risk in reported profits given that its functional and presentational currency is Sterling.

The group's foreign exchange risk is dependent on the movement in the Euro to Sterling exchange rate.

The group actively seeks to manage a natural hedge to its foreign exchange exposure on realised conversions of cash and equivalents. To the fullest extent possible, the functional currency is matched between projects, vessel operating expenses and financing costs. Where it is not possible to provide a complete hedge via this mechanism, the company enters into (from time to time) forward currency purchase contracts to convert its foreign currency into Sterling based on anticipated cashflow dates. It also maintains bank accounts in both Euros and US Dollars, and amounts received from customers often offset local costs payable from operating in overseas markets. This reduces the group's exposure to losses being crystallised through adverse foreign exchange movements, although the group's revenues and costs are not subject to formal hedge accounting and therefore retain inherent risk from currency fluctuations.

The fair value of derivatives included within the balance sheet is nil.

Interest rate risk

The carrying amounts of financial liabilities which expose the group to cash flow interest rate risk are as follows:

2026

2025

£

Bank Loans

Nil

The group takes steps to minimise its exposure to cash flow interest rate risk All bank loans are on a fixed rate.

24.	DEFERRED TAX

The following are the major deferred tax liabilities and assets recognised by the group and the movements thereon during the current and prior reporting period:

Accelerated
capital
allowances

Consolidation
intangibles

Revaluation

£

Liability at 31 March 2025

5,927,490

6,053,396

349,170

Charge/(credit) to profit or loss

325,835

(1,104,881)

194,192

Liability at 31 March 2026

6,253,325

4,948,515

543,362

Tax losses

Capitalised vess

Total

£

Liability at 31 March 2025

(953,004)

217,620

11,594,672

Charge/(credit) to profit or loss

(282,529)

(17,622)

(885,005)

Liability at 31 March 2026

(1,235,533)

199,998

10,709,667

Deferred tax assets and liabilities are offset in the financial statements only where the group has a legally enforceable right to do so.

25.	PENSION COMMITMENTS

Defined contribution schemes

A charge of £25,281 (2025 £20,256) is recognised in the consolidated profit and loss account in respect of contributions to defined benefit pension schemes.

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

26.	CAPITAL COMMITMENTS

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

27.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the year ended 31 March 2026 and the period ended 31 March 2025:

2026

2025

£

R R Mainprize Jnr

Balance outstanding at start of year

2,986

-

Amounts advanced

-

2,986

Amounts repaid

(2,986

)

-

Amounts written off

-

Amounts waived

-

Balance outstanding at end of year

-

2,986

28.	RELATED PARTY DISCLOSURES

Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2026

2025

£

Short-term employee benefits

429,160

308,392

29.	EVENTS AFTER THE REPORTING PERIOD

On 18th June 2026, a further 840,841 A2 ordinary shares were issued and allotted to certain participating shareholders, for a total consideration of £2.8m. The share issue resulted in The Fifth Alcuin Fund LP becoming the majority shareholder and ultimate controlling party of the group.

30.	ACQUISITION OF SUBSIDIARIES

On 29 February 2024 the group acquired 100% of the issued share capital of Mainprize Holdings Limited obtaining control of Mainprize Holdings Limited and its group. The Mainprize Holdings Limited group provides maritime transport and support and qualifies as a business as defined by IFRS 3 Business Combinations.

The amounts recognised in respect of identifiable assets acquired and liabilities assumed are set out in the table below :

£

Financial assets

7,453,352

Cash and cash equivalents

1,494,410

Inventories

277,425

Property plant and equipment

32,064,559

Identifiable intangible assets

25,540,157

Financial liabilities

(18,898,682

)

Deferred tax

(10,060,196

)

Total identifiable assets acquired and liabilities assumed

37,871,025

Goodwill

195,726

Total consideration

38,066,751

Satisfied by:

Cash

15,414,362

Share capital

53,048

Loan notes

21,606,215

Legal fees

993,126

38,066,751

31.	CAPITAL RISK MANAGEMENT

The group is not subject to any externally imposed capital requirements