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Registered number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2026
The principal activity of the Company is that of owning and operating vessels.
Turnover increased to £42.6 million (2025: £40.5 million), reflecting an increase in time charter income during the year. Gross profit decreased to £13.5 million (2025: £15.5 million), with the gross profit margin reducing to 31.7% (2025: 38.2%). The reduction in gross profit reflects, amongst other factors, an increase in depreciation charged on the vessel fleet and an adverse year-on-year movement in foreign exchange. This was partially offset by the impact of profits generated on the disposal of fixed assets.
Operating profit for the year was £2.5 million (2025: £3.2 million). Finance costs increased to £3.1 million (2025: £1.8million), primarily as a result of increased finance lease interest, and the Company consequently reported a loss for the year of £0.2 million (2025: profit of £1.7 million). Notwithstanding the loss for the year, total capital and reserves increased to £108.9 million at 30 June 2026 (2025: £100.1 million), principally as a result of the revaluation of the vessel fleet recognised through other comprehensive income. At the year end, the Company held £14.7 million of cash (2025: £15.8 million) and had net current assets of £21.4 million (2025: £19.1 million).
We define principal decisions as those which have a long-term strategic impact and are material to the Company, as well as those which are significant to our key stakeholder groups. In making its principal decisions during the year, the Board considered the outcome of its stakeholder engagement, the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company.
During the year, the Board continued to oversee the Company’s fleet investment and financing strategy, including expenditure on vessels under construction, management of the associated capital commitments and the disposal of fleet assets where considered commercially appropriate. In making these decisions, the Board considered the Company’s long-term operational requirements, available liquidity and financing, relationships with charterers and suppliers, and the importance of maintaining safe and reliable vessel operations.
During the year, the Company continued to invest in its vessel fleet. At 30 June 2026, £8.8 million was included within vessels under construction and the Company had capital commitments of £13.2 million relating to the purchase of vessels under construction.
The Board continues to monitor the timing and funding of these commitments alongside the Company's wider fleet and chartering strategy, with the objective of maintaining an appropriately financed and commercially competitive fleet.
The principal risks faced by the Company are as follows:
Charter rate risk Charter rate risk is the risk that the Company's financial performance could be adversely affected by changes in market charter rates. The directors seek to mitigate this risk through an appropriate mix of long and medium-term time charters and shorter-term arrangements, taking into consideration prevailing market conditions. Credit risk Credit risk represents the risk of financial loss arising from the failure of a counterparty to meet its contractual obligations. The Company's principal exposures arise from trade and group receivables and cash held with financial institutions. The directors monitor the creditworthiness and financial position of material counterparties and seek to transact with reputable organisations.
Page 1
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
Liquidity risk
Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they fall due. The directors manage this risk through regular cash flow forecasting, monitoring available cash resources and financing arrangements, and consideration of the Company's committed capital expenditure. Foreign exchange risk The Company is exposed to foreign exchange risk arising from transactions, assets and liabilities denominated in currencies other than its functional currency, the US Dollar. The Directors monitor foreign currency exposures as part of the Company's ongoing financial forecasting and treasury management. Interest rate risk The Company is exposed to movements in interest rates through its variable-rate bank borrowings and finance lease arrangements, which are linked to SOFR. The directors monitor interest rates and the Company's financing requirements as part of their treasury and cash flow management. Geopolitical and sanctions risk The Company's international shipping activities expose it to geopolitical developments, changes in international sanctions and restrictions on trade. The directors monitor relevant developments and seek to ensure that customers and counterparties are subject to appropriate compliance and sanctions screening.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2026
The directors present their report and the financial statements for the year ended 30 June 2026.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to 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.
The loss for the year, after taxation, amounted to £159,710 (2025 - profit £1,705,308).
During the year the company paid a dividend on ordinary shares of £450,000 (2025: £nil).
The directors who served during the year were:
The Company consumed 40,000 kWh or less of energy in the United Kingdom during the year and has therefore not made the energy and carbon disclosures otherwise required by the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. All vessels operated under time charter arrangements during the year and responsibility for bunker consumption rested with the charterers.
The Company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Company's Strategic Report the Company's Strategic Report Information required by schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Report Regulations 2008. This includes information that would have been included in the business review, future developments and details of the principal risks and uncertainties.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
Subsequent to the year end, on 29 September 2026, the Company took delivery of a new-build vessel which was under construction and contracted for at 30 June 2026. Further details are provided in note 22 to the financial statements.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRITCHARD-GORDON TANKERS LIMITED
We have audited the financial statements of Pritchard-Gordon Tankers Limited (the 'Company') for the year ended 30 June 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRITCHARD-GORDON TANKERS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRITCHARD-GORDON TANKERS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, Corporate and VAT legislation, employments taxes, health and safety and the Bribery Act 2010, as well as those related to the shipping activities. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of unusual journals and complex transactions;
°Risk of manipulation of the fair value of the Company's assets.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditor's Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRITCHARD-GORDON TANKERS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
Magna House
18-32 London Road
Surrey
TW18 4BP
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2026
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STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 24 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Pritchard-Gordon Tankers Limited is a company limited by shares incorporated in England and Wales. The registered office is North Lodge, Slaugham Park, Handcross, Haywards Heath, West Sussex, RH17 6BG.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Giles W. Pritchard-Gordon & Co. Limited as at 30 June 2026 and these financial statements may be obtained from Companies House.
Functional and presentation currency
Transactions and balances
Page 12
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
2.Accounting policies (continued)
When a sale and leaseback transaction results in an operating lease, and it is clear that the transaction is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.
Vessels owned by the Company and vessels held under finance leases which include purchase options are carried at fair value at the date of revaluation less subsequent accumulated depreciation and impairment losses. Revaluations are undertaken with sufficient regularity to ensure that the carrying amount does not differ materially from fair value at the reporting date. In determining fair value, the Directors consider valuations obtained from independent shipbrokers.
Depreciation is provided so as to write off the valuation of the owned fleet over the estimated useful life of each vessel, being twenty-five years from the date of completion of the build. The depreciation of the vessels held under finance leases, which are stated at valuation, have been depreciated over twenty five years in the same way as the owned vessels. Amounts capitalised in respect of vessels held on operating lease, are capitalised and amortised over the period to the end of the lease term.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
The vessel fleet is carried at fair value at the date of revaluation less any subsequent accumulated depreciation and impairment losses. Revaluations are undertaken with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value of the vessels at the reporting date.
Fair values are determined by reference to market-based evidence, normally supported by valuations undertaken by independent shipbrokers. Revaluation gains are recognised in other comprehensive income and accumulated in the revaluation reserve, except to the extent that they reverse a revaluation loss previously recognised in profit or loss in respect of the same asset. Revaluation losses are recognised in other comprehensive income to the extent of any existing revaluation surplus in respect of the same asset, with any excess recognised in profit or loss. No provision has been made for inventory of lubricants, deck, engine and cabin stores and provisions remaining on board the vessel at the reporting date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Revaluation gains are recognised in other comprehensive income and accumulated within the revaluation reserve, except to the extent that they reverse a previous revaluation decrease in respect of the same asset that was recognised in profit or loss, in which case the increase is recognised in profit or loss to the extent of that previous decrease.
Where the carrying amount of a revalued asset decreases, the decrease is recognised in other comprehensive income to the extent of any existing revaluation surplus attributable to that asset and is charged against the revaluation reserve. Any decrease in excess of the accumulated revaluation surplus relating to that asset is recognised in profit or loss. The difference between depreciation based on the revalued carrying amount of an asset and depreciation based on its historical cost is transferred annually from the revaluation reserve to retained earnings. On disposal of a revalued asset, any remaining revaluation surplus attributable to that asset is transferred from the revaluation reserve to retained earnings.
Assets held under finance lease agreements are capitalised in the statement of financial position and depreciated over the shorter of their estimated useful economic life and the lease. Where the lease includes an option to purchase the vessel, the vessel is depreciated over the vessel's estimated useful life. The capital element of finance lease repayments outstanding is included in payables. Interest is calculated to produce a constant periodic rate of charge on the outstanding balance.
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid, the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Significant accounting judgments In the process of applying the Company's accounting policies, the directors have been made the following accounting judgments which have the most significant effect on the amounts recognised in the financial statements. Valuation of vessels Vessels are stated at valuation, with their carrying values reviewed by the Directors at each reporting date. In assessing the fair value of the fleet, management considers independent vessel valuations prepared by Affinity Valuations Limited, independent shipbrokers, together with other relevant vessel-specific and market information. The valuations are prepared on the basis that the vessels are in seaworthy condition, undamaged and fully equipped. The valuation of vessels therefore requires judgement in assessing the appropriate market value attributable to each vessel, having regard to factors including age, specification, condition, equipment and prevailing market conditions. The key assumptions concerning the future and other sources of estimation uncertainty at the end of the reporting period are: Residual values and estimated remaining lives The carrying value of owned vessels is depreciated over their expected useful life of 25 years from the date of completion of the build to an estimated residual value. Changes in the remaining useful life of the vessels or the residual value, would result in an adjustment to the current value or future rate of depreciation through profit or loss. Classification of leases The Company reviews each lease individually to assess whether the lease is classified as a finance or operating lease. The assessment is based on the substance of the transaction and considers whether substantially all risks and rewards of ownership transfer to the company. Where this is the case, the lease is treated as a finance lease and the asset and liability are recognised on the balance sheet. Otherwise, leases are accounted for as operating leases with payments expensed on a straight-line basis over the lease term.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Page 21
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Revaluation reserve
No deferred tax has been recognised in respect of the revaluation of the vessel fleet as the relevant vessels are operated within the UK tonnage tax regime.
Profit and loss account
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
The immediate parent company is
The smallest group for which consolidated accounts are drawn up of which the company is a member is Giles W. Pritchard-Gordon & Co. Limited. Their registered office is North Lodge, Slaugham Park, Handcross, Haywards Heath, RH17 6BG. No individual shareholder owns a controlling interest in the ultimate holding company.
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