Shipserv Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company registration number 03982107 (England and Wales)
Shipserv Limited
Company Information
Directors
H Hyldahn
M Wingham
Secretary
M Wingham
Company number
03982107
Registered office
Highdown House, Yeoman Way,
Worthing
United Kingdom
BN99 3HH
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Shipserv Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 10
Income statement
11
Statement of financial position
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 34
Shipserv Limited
Strategic Report
For the year ended 31 December 2023
Page 1

The directors present the strategic report for the year ended 31 December 2023.

 

The principal activity of ShipServ Limited is the provision of a procurement platform tailored to the maritime economy. ShipServ provides workflow automation that unlocks significant transaction efficiencies for both buyers and suppliers, supported by in-house marine procurement experts.

Business Performance

During the year, the Group headed by ShipServ Limited was acquired by a third party, Marcura. ShipServ Limited’s immediate parent company is now Envoy Bidco Limited, a UK registered Company (company registration number 14953413). Marcura is a global organisation, with 1,000+ employees, specialising in the provision of process improvement technology to businesses within the maritime sector, with a number of specialist products that enable customer to streamline their processes, unlock efficiency savings and drive business simplification.

 

ShipServ operates from multiple offices globally, including the Philippines, Denmark, the United Kingdom, Singapore, and the USA and the business continues to invest in new hires to support business growth plans and to accelerate product development initiatives that deliver value to customers. The attached financial statements relate only to the UK entity, ShipServ Limited.

 

With 8,000+ vessels transacting on the platform in any given month, the business continues to grow strongly with the value of transactions processed via the platform, Gross Merchandisable Value (GMV), increasing by 9.1% year on year to $5.6bn.

 

Increased transaction volumes have helped to deliver year on year revenue growth of 8.9%. The focus of the business going forward is to provide added functionality and features to the platform.

 

Exceptional costs of $7,433k were incurred during the year, in relation to the transaction referred to above. Excluding these one-off costs, the company made an operating profit of $8,832k and continues to trade profitably. The Board are focused on ensuring that investment is maintained in the ShipServ team, its services portfolio and its customers to support its growth agenda.

 

An analysis of the headcount of ShipServ Limited at the end of 2023 is as follows:

 

 

Employee numbers                 Male Female

Directors of the company                  1      -

Other employees                    14     2

Total employees                    15     2

Shipserv Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 2
Key performance indicators

Whilst the annual budget is the main process for setting high level trading expectations for the year, there are a number of financial and operational KPIs that are used to track performance. Four key KPIs tracked by Management and the Board are:

 

 

We continue to see growth across these key KPIs.

 

As a technology business operating in a highly competitive market, it is essential that ShipServ continues to deliver a high quality, reliable service to its customers, whilst also looking to develop innovative additional services that serve our customer’s needs. The ability for organisations to use new technologies such as Artificial Intelligence (AI) to deliver efficiency gains is a significant opportunity for the business. As a leading maritime specialist technology company ShipServ consider themselves to be well positioned to make use of new technologies and to incorporate such technologies into future business plans.

Strategic Management

ShipServ is the leading e-procurement platform dedicated to the maritime economy. The size of ShipServ means that it is unique in the global reach that it can offer to its customers.

 

The business has historically been heavily dependent upon large ship owners and ship managers, and the transaction volume that they bring to the platform. The strategy for the business is to continue to strengthen the value proposition for both buyers and suppliers through a combination of value-added services and the provision of data insights, with the aim of driving product adoption and hence the value of transactions being traded on the platform.

 

Being part of the Marcura Group creates cross-selling opportunities for both ShipServ and Marcura, with both businesses leveraging off of the strong customer relationships that have been established over a number of years. Being part of a larger Group also provides the opportunity for ShipServ to consider future acquisitions more actively, where it makes sense to do so to accelerate the roll-out of new features and functionality to our customers.

Business Environment

The business is dependent upon the continued growth of International maritime trade. We continue to see strong year on year increases in the value of trade transacted via the ShipServ platform, however there is not guarantee that this growth will continue.

 

Whilst the Directors are aware of the risks to the business relating to general economic conditions and the maritime industry in particular, the business has shown itself to be resilient to short-term downturns and continues to grow both revenue and profitability.

 

As a technology platform ShipServ does not have a direct risk of physical loss from disruption caused by events such as the wars currently being experienced in Gaza and Ukraine. As a global business, there is however the potential for ShipServ performance to be impacted by anything that causes a slowdown across the global maritime industry. Management continue to monitor trading levels and do not currently foresee any material risk to trading performance.

 

Shipserv Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 3

On behalf of the board

H Hyldahn
Director
24 June 2024
Shipserv Limited
Directors' Report
For the year ended 31 December 2023
Page 4

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of ShipServ Limited continued to be that of the provision of a procurement platform tailored to the maritime economy. ShipServ provides workflow automation that unlocks significant transaction efficiencies for both buyers and suppliers, supported by in-house marine procurement experts.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend (2022: $4,000,000).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

H Hyldahn
M Wingham
Auditor

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

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom 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 of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

 

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

Shipserv Limited
Directors' Report (Continued)
For the year ended 31 December 2023
Page 5
Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Disclosure in the strategic report

The company has chosen, in accordance with the Companies Act 2006 s.414C(11) to set out in the Strategic Report information required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 Sch 7 to be contained in the Directors' Report. The matters covered are financial risk management and exposure and future developments.

On behalf of the board
H Hyldahn
Director
24 June 2024
Shipserv Limited
Independent Auditor's Report
To the Members of Shipserv Limited
Page 6
Opinion

We have audited the financial statements of ShipServ Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted International Accounting Standards.

In our opinion the financial statements:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The 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.

Shipserv Limited
Independent Auditor's Report (Continued)
To the Members of Shipserv Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

 

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

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Shipserv Limited
Independent Auditor's Report (Continued)
To the Members of Shipserv Limited
Page 8
Auditor's 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 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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Shipserv Limited
Independent Auditor's Report (Continued)
To the Members of Shipserv Limited
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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 by, for example, forgery or intentional misrepresentations, or through collusion.

Shipserv Limited
Independent Auditor's Report (Continued)
To the Members of Shipserv Limited
Page 10

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 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.

Katherine Edwards (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
25 June 2024
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Shipserv Limited
Income Statement
For the year ended 31 December 2023
Page 11
2023
2022
Notes
$
$
Revenue
4
18,633,241
17,111,507
Cost of sales
(1,080,822)
(939,870)
Gross profit
17,552,419
16,171,637
Administrative expenses
(11,518,414)
(12,051,239)
Exceptional items
5
(7,433,014)
(346,700)
Operating (loss)/profit
6
(1,399,009)
3,773,698
Investment revenues
10
1,326,128
-
0
(Loss)/profit before taxation
(72,881)
3,773,698
Income tax income
11
4,907,809
-
Profit and total comprehensive income for the year
4,834,928
3,773,698
Shipserv Limited
Statement Of Financial Position
As at 31 December 2023
Page 12
2023
2022
Notes
$
$
ASSETS
Non-current assets
Property, plant and equipment
13
28,269
38,832
Investments
14
496,913
496,913
Deferred tax asset
24
4,907,809
-
0
5,432,991
535,745
Current assets
Contract assets
16
200,781
85,352
Trade and other receivables
17
9,319,820
4,638,955
Cash and cash equivalents
1,476,211
8,212,786
10,996,812
12,937,093
Total assets
16,429,803
13,472,838
EQUITY
Called up share capital
26
749,037
749,037
Share premium account
27
1,303,509
1,303,509
Capital redemption reserve
28
-
0
38,266,573
Retained earnings
6,986,925
(36,114,576)
Total equity
9,039,471
4,204,543
LIABILITIES
Current liabilities
Trade and other payables
22
2,733,328
4,907,680
Contract liabilities
16
4,657,004
4,360,615
7,390,332
9,268,295
Total liabilities
7,390,332
9,268,295
Total equity and liabilities
16,429,803
13,472,838
The financial statements were approved by the board of directors and authorised for issue on 24 June 2024 and are signed on its behalf by:
H  Hyldahn
Director
Company Registration No. 03982107
Shipserv Limited
Statement of Changes in Equity
For the year ended 31 December 2023
Page 13
Share capital
Share premium account
Capital contribution reserve
Retained earnings
Total
Notes
$
$
$
$
$
Balance at 1 January 2022
749,037
1,303,509
38,183,562
(35,888,274)
4,347,834
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
3,773,698
3,773,698
Dividends
12
-
-
-
(4,000,000)
(4,000,000)
Increase in reserve
26
-
0
-
0
83,011
-
83,011
Balance at 31 December 2022
749,037
1,303,509
38,266,573
(36,114,576)
4,204,543
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
4,834,928
4,834,928
Transactions with owners in their capacity as owners:
Other movements
-
-
(38,266,573)
38,266,573
-
Balance at 31 December 2023
749,037
1,303,509
-
0
6,986,925
9,039,471
Shipserv Limited
Statement of Cash Flows
For the year ended 31 December 2023
Page 14
2023
2022
Notes
$
$
$
$
Cash flows from operating activities
Cash (absorbed by)/generated from operations
34
(8,050,582)
4,272,218
Net cash (outflow)/inflow from operating activities
(8,050,582)
4,272,218
Investing activities
Purchase of property, plant and equipment
(12,121)
(26,598)
Proceeds from disposal of property, plant and equipment
-
842
Dividends received
1,326,128
-
0
Net cash generated from/(used in) investing activities
1,314,007
(25,756)
Financing activities
Dividends paid
-
0
(4,000,000)
Net cash used in financing activities
-
(4,000,000)
Net (decrease)/increase in cash and cash equivalents
(6,736,575)
246,462
Cash and cash equivalents at beginning of year
8,212,786
7,966,324
Cash and cash equivalents at end of year
1,476,211
8,212,786
Shipserv Limited
Notes to the Financial Statements
For the year ended 31 December 2023
Page 15
1
Accounting policies
Company information

ShipServ Limited is a private company limited by shares incorporated in England and Wales. The registered office is Highdown House Yeoman Way Worthing BN99 3HH. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with United Kingdom adopted International Accounting Standards (ISAs) 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 US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

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

1.2
Going concern

ShipServ Limited truecontinues to trade profitably and generate an operating cash flow surplus.

 

Its parent company, Envoy Bidco Limited has loan interest obligations payable on the loan notes of $76,894,729 owed to a group company, Marcura Equities Limited, which is part of the group headed by Marcura Holdings Limited (Marcura). The loan notes were issued in order to acquire the group headed by ShipServ Limited. It is expected that the annual interest due will be around $9m. Interest is payable annually in arrears, either in cash or by issuing further loan notes to the value of the interest owed. The first interest repayment date is August 2024.

 

The directors have prepared cash flow forecasts which show that the group will be unlikely to have generated sufficient cashflow to satisfy the first interest payment due wholly in cash. The group is therefore reliant on the support of Marcura to enable it to meet its liabilities as they fall due. The directors have received confirmation that Marcura will provide financial support to the group headed by Envoy Bidco Limited on an ongoing basis as required and are confident that Marcura has sufficient resources to provide such support.

 

In light of this commitment, and having considered the trading performance of the ShipServ Group and Marcura, the directors have, at the time of approving the financial statements, a reasonable expectation that ShipServ Limited has adequate resources to continue in operational existence for at least 12 months from the date of approving the financial statements.

 

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 16
1.3
Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a product or service to a customer.

 

The standard presents a model for the recognition of revenue from contracts with customers, which consists of the following five steps:

 

1. Identify the contract with the customer.

2. Identify separate performance obligations in the contract.

3. Determine the transaction price.

4. Allocate the transaction price to separate performance obligations.

5. Recognise revenue when the entity satisfies a performance obligation.

 

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 Company engages in the provision of an e-procurement platform for shipping companies. Revenue represents amounts receivable for i) term subscriptions, ii) advertising fees and iii) credits.

 

i) Term subscription income: relates to the use of the Company's e-procurement platform, from a basic connection through to full integration. The Company recognises revenue over time because the customer simultaneously receives and consumes the benefits of the services as the Company provides the e-procurement platform and performs the agency service. Revenue from these arrangements is recognised based on the price and terms specified in the agreement, net of discounts.

 

ii) Advertising fees: all customers are entitled to a basic company profile on the ShipServ website free of charge. Income from advertising fee relates to enhanced profiles (premium profiles), banners and spotlight features. The Company recognises the revenue over time because the customer simultaneously receives and consumers the benefits of the enhanced advertising services. Revenue from these arrangements is recognised based on the price and terms specific in the agreement, net of discounts.

 

iii) Credits: can be pre-sold which allows customers to purchase credit to be used at a later date at a discount or customers can purchase pay-per-use credits. For both, revenue is recognised when used at a point in time.

1.4
Dividend income
Dividend income is recognised on an accruals basis where the right to receive a payment is established.
1.5
Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their

useful lives, on a straight-line basis, over the following terms:

Leasehold improvements
20% on cost
Fixtures and fittings
20% on cost
Computer equipment and software
30% on cost
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 17

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.6
Non-current investments

Interests 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 controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 

1.7
Impairment of tangible and intangible assets

At each reporting end date, the company reviews the carrying amounts of its non-financial 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

1.8
Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.
1.9
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less, and are shown net of bank overdrafts where the company has the right of offset.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 18
1.10
Financial assets

All recognised financial assets are required to be measured at amortised cost or fair value on the basis of the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the assets.

 

Amounts receivable which comprise trade and other receivables are carried at amortised cost less impairments.

Impairment of financial assets

A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on expected credit losses, and is remeasured annually with changes appearing in profit or loss. For assets with a maturity of 12 months or less, including trade receivables, the 12-month expected loss allowance is equal to the lifetime expected loss allowance.

1.11
Financial liabilities

Amounts payable which comprise trade and other payables are carried at amortised cost.

1.12
Equity instruments

Equity instruments issued by the 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 at the discretion of the company.

1.13
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 company’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 company 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.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 19
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the black scholes-merton pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.17
Foreign exchange

Transactions in foreign currencies are translated to the company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

1.18

Exceptional items

The company defines exceptional items as those items which, by their size or nature, are separately disclosed in order to give a full understanding of the company’s financial performance and aid comparability of the company’s results between periods.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 20
2
Adoption of new and revised standards and changes in accounting policies

The company has applied the following amendments for the first time for the financial period commencing 1 January 2023. The amendments listed below did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted):

Amendments to IAS 1
Non-current liabilities with covenants and classification of liabilities as current or non-current
Amendments to IFRS 16
Lease liability in a sale and leaseback
Amendments to IAS 7 and IFRS 7
Supplier finance arrangements
IFRS S1 and IFRS S2
General requirements for disclosure of sustainability-related financial information and climate related disclosures
Amendments to IAS 21
Lack of exchangeability
Amendments to IFRS 10 and IAS 28
Sale or contribution of assets between an investor and its associate or joint venture

The above amended standards are not expected to impact the company as they are either not relevant to the company's activities or require accounting which is consistent with the company's current accounting policies.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 21
3
Critical accounting estimates and judgements

In the application of the company’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Deferred taxation

The company has substantial prior period taxable losses brought forward of $17.7m. The company reviews its historic performance and future forecasts to consider the ability to realise a deferred tax asset in respect of these assets. Following the restructuring and sale of the company, no further significant exceptional costs are expected to be incurred and trading forecasts indicate that there will be future taxable profits against which the deferred tax asset can be offset hence the directors have made the decision to recognise the deferred tax asset.

4
Revenue
2023
2022
$
$
Revenue analysed by class of business
Term subscription
10,749,989
9,641,632
Advertising fees
930,726
973,106
Credits
6,952,526
6,496,769
18,633,241
17,111,507
2023
2022
$
$
Revenue analysed by geographical market
UK
499,737
550,854
Americas
2,963,866
2,594,436
APAC
6,702,411
6,623,867
EMEA
8,467,227
7,342,350
18,633,241
17,111,507
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 22
5
Exceptional items
2023
2022
$
$
Expenditure
Restructuring costs
7,433,014
346,700

The exceptional items comprise costs incurred in relation to the sale of Shipserv Limited and its subsidiaries. The costs represent corporate finance expenditure, advice on restructuring the group, and one-off staff bonuses.

 

In the prior year, the costs related to a group restructure, and were incurred in connection with corporate finance expenditure and advice on restructuring the group.

6
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging/(crediting):
$
$
Exchange (gains)/losses
(122,445)
107,013
Depreciation of property, plant and equipment
21,916
70,169
Impairment loss recognised on trade receivables
65,643
273,393
Share-based payments
-
83,011
7
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the company
60,480
42,355
For other services
Tax services
6,050
4,840
8
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Operations
17
15
Sales
1
1
Total
18
16
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
8
Employees
(Continued)
Page 23

Their aggregate remuneration comprised:

2023
2022
$
$
Wages and salaries
4,349,168
1,852,018
Social security costs
561,835
213,930
Pension costs
64,706
99,540
4,975,709
2,165,488
9
Directors' remuneration
2023
2022
$
$
Remuneration for qualifying services
3,930,387
853,400
Company pension contributions to defined contribution schemes
59,412
90,641
Share based payments
-
72,529
3,989,799
1,016,570

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
Remuneration for qualifying services
2,356,996
476,032
Company pension contributions to defined contribution schemes
24,859
22,096
Share based payments
-
43,297
10
Investment income
2023
2022
$
$
Dividends from shares in group undertakings
1,326,128
-
0
Income above relates to assets held at amortised cost, unless stated otherwise.

The income above relates to a dividend received from the reserves of ShipServ Asia Limited upon its liquidation during the year.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 24
11
Income tax expense
2023
2022
$
$
Deferred tax
Arising on available tax losses
(4,907,809)
-

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

2023
2022
$
$
(Loss)/profit before taxation
(72,881)
3,773,698
Expected tax (credit)/charge based on a corporation tax rate of 23.52% (2022: 19.00%)
(17,142)
717,003
Effect of expenses not deductible in determining taxable profit
207,587
112,057
Utilisation of tax losses not previously recognised
-
0
(829,060)
Permanent capital allowances in excess of depreciation
(698)
-
0
UK dividend income
(311,905)
-
0
Recognition of deferred tax asset (net of rate changes)
(4,785,651)
-
0
Taxation credit for the year
(4,907,809)
-
12
Dividends
2023
2022
2023
2022
Amounts recognised as distributions:
per share
per share
Total
Total
$
$
$
$
Ordinary Shares of $1
Final dividend paid
-
5.34
-
0
4,000,000
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 25
13
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Computer equipment and software
Total
$
$
$
$
Cost
At 1 January 2022
157,157
69,878
109,561
336,596
Additions
-
0
-
0
26,598
26,598
Disposals
(126,727)
(46,794)
(33,589)
(207,110)
Transfer
-
0
(15,509)
15,509
-
0
Foreign currency adjustments
(30,430)
(7,575)
(11,277)
(49,282)
At 31 December 2022
-
0
-
0
106,802
106,802
Additions
-
0
-
0
12,121
12,121
Disposals
-
0
-
0
(15,129)
(15,129)
At 31 December 2023
-
0
-
0
103,794
103,794
Accumulated depreciation and impairment
At 1 January 2022
111,959
40,371
84,457
236,787
Charge for the year
32,484
17,168
20,517
70,169
Eliminated on disposal
(125,695)
(46,795)
(33,778)
(206,268)
Transfer
-
0
(7,849)
7,849
-
0
Foreign currency adjustments
(18,748)
(2,895)
(11,075)
(32,718)
At 31 December 2022
-
0
-
67,970
67,970
Charge for the year
-
0
-
0
21,916
21,916
Eliminated on disposal
-
0
-
0
(14,361)
(14,361)
At 31 December 2023
-
0
-
0
75,525
75,525
Carrying amount
At 31 December 2023
-
-
28,269
28,269
At 31 December 2022
-
-
38,832
38,832
14
Investments
Current
Non-current
2023
2022
2023
2022
$
$
$
$
Investments in subsidiaries
-
0
-
0
496,913
496,913
Fair value of financial assets carried at amortised cost

The directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 26
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Shipserv America, Inc.
USA
Ordinary
100.00
Shipserv Singapore Pte Limited
Singapore
Ordinary
100.00
Shipserv CI Philippines Inc.
Philippines
Ordinary
100.00
Shipserv ApS
Denmark
Ordinary
100.00
16
Contracts with customers
2023
2022
2022
Period end
Period end
Period start
$
$
$
Contracts in progress
Contract assets
200,781
85,352
18,507
Contract liabilities
(4,657,004)
(4,360,615)
(3,770,595)
Analysis of contract assets
2023
2022
$
$
Subscription accrued revenue
135,100
62,839
Credits accrued revenue
65,681
22,513
200,781
85,352
Analysis of contract liabilities
2023
2022
$
$
Subscription deferred revenue
3,713,701
3,602,476
Credits deferred revenue
943,303
758,139
4,657,004
4,360,615
Significant changes in the period
2023
2022
$
$
Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period
4,159,834
3,685,243
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 27
17
Trade and other receivables
2023
2022
$
$
Trade receivables
2,897,773
2,901,016
Provision for bad and doubtful debts
(262,818)
(328,383)
2,634,955
2,572,633
VAT recoverable
-
0
23,106
Amount owed by parent undertaking
6,434,547
1,547,489
Amounts owed by subsidiary undertakings
-
0
158,111
Other receivables
39,934
104,557
Prepayments
210,384
233,059
9,319,820
4,638,955
Amounts owed by subsidiary undertakings

At the year end, a balance of $3,181,903 (2022: $3,365,107) was outstanding with one of the company's subsidiaries. This has been fully provided for in the current year (2022: a provision of $3,206,996).

18
Trade receivables - credit risk

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

Movement in the allowances for impairment of trade receivables
2023
2022
$
$
Balance brought forward
328,383
87,000
Additional allowance recognised
65,943
273,393
Amounts written off as uncollectable
(131,508)
(32,010)
Balance at 31 December 2023
262,818
328,383
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 28
19
Liquidity risk

The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.

Carrying value
Contractual cashflow
Under 1 year
1 – 5 years
5+ years
$
$
$
$
$
At 31 December 2022
Trade and other payables
4,907,680
-
4,907,680
-
-
4,907,680
-
4,907,680
-
-
At 31 December 2023
Trade and other payables
2,733,328
-
2,733,328
-
-
2,733,328
-
2,733,328
-
-
Liquidity risk management

Responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company's funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

20
Market risk
Market risk management

The Company is exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

 

Cash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.

 

Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to currency risk since it carries out international operations and owns subsidiaries in the United Kingdom, Denmark, Singapore, the Philippines and the U.S.A. which all operate using multiple currencies.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
20
Market risk
(Continued)
Page 29
Foreign exchange risk

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

Assets
Liabilities
2023
2022
2023
2022
$
$
$
$
U.S. Dollar
7,973,453
6,739,841
1,681,646
5,095,676
Euros
883,964
3,691,415
1,580
30,043
Pounds Sterling
1,562,838
295,864
355,838
194,459
Danish Krone
165,387
162,858
695
2,819
10,585,642
10,889,978
2,039,759
5,322,997

As at 31 December 2023, had the exchange rate between the U.S. Dollar and the Euro or Pound Sterling increased or decreased by 5 per cent with all other variables held constant, the impact of the decrease or increase in equity would be would be minimal for the Company.

Interest rate risk

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

2023
2022
$
$
Cash and cash equivalents
1,476,211
8,212,786

As at 31 December 2023, should yields have increased/decreased by 100 basis points with all other variables remaining constant, the impact on the decrease or increase respectively in net equity of the Company would be minimal.

21
Credit risk

Cash deposits and financial transactions give rise to credit risk in the event that counter parties fail to perform under the contract. The Company regularly monitors the credit ratings of its counter parties and controls the amount of credit risk by adhering to limits set by the board. At 31 December 2023 there are no counterparties which represent more than five percent of trade receivables. As a consequence of these controls, the probability of material loss is considered to be at an acceptable level.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the company's maximum exposure to credit risk.

The company does not hold any collateral or other credit enhancements to cover this credit risk.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 30
22
Trade and other payables
2023
2022
$
$
Trade payables
20,453
222,879
Amounts owed to subsidiary undertakings
1,673,203
3,474,835
Amounts owed to fellow group undertakings
25,093
-
Accruals
651,956
1,125,088
Social security and other taxation
321,694
64,256
Other payables
40,929
20,622
2,733,328
4,907,680
Current
Due to the short term nature of these payables the carrying value equates to the contractual amount due as the impact of discounting is not considered material.
Amounts owed to group undertakings (intercompany) are repayable on demand and comprise a trade payables balance.
23
Fair value of financial liabilities

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

24
Deferred taxation

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

Tax Losses
$
Liability at 1 January 2022 and 1 January 2023
-
0
Deferred tax movements in current year
Charge/(credit) to profit or loss
(4,907,809)
Asset at 31 December 2023
(4,907,809)
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 31
25
Retirement benefit schemes
2023
2022
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
64,706
99,540

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

26
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary Shares of $1 each
749,037
749,037
749,037
749,037
27
Share premium account
2023
2022
$
$
At the beginning and end of the year
1,303,509
1,303,509
28
Capital contribution reserve
2023
2022
$
$
At the beginning of the year
38,266,573
38,183,562
Transfers
-
0
83,011
Other movements
(38,266,573)
-
At the end of the year
-
0
38,266,573
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 32
29
Reserves

The components of the group's equity can be described as follows:

 

 

 

 

30
Capital risk management

The company is not subject to any externally imposed capital requirements.

Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 33
31
Related party transactions

Prior to acquisition, a shareholder had an interest in one of the Company's customers. The company made sales of $115,175 (2022: $109,958) to the customer for the period up until the date of acquisition. The balance due from this company totaled $nil (2022: $nil) at the year end.

 

Prior to acquisition, certain board members were directors of companies which are customers of the Company. These customers were billed in USD and the value for the period prior to acquisition amounted to $1,800 (2022: $59,172). At year end the balances due were $nil (2022: $56,325).

 

The Company has been charged $189,223 by the Marcura Group for data and network charges incurred on behalf of the company. The balance due from the Group totaled $18,314 (2022: $nil) at year end.

 

All customer invoicing and the associated revenue was recorded in the books of ShipServ Limited. All subsidiaries operate as administrative centres for the year, recharging their costs to ShipsServ Limited at cost plus 5%. The total value of revenue recorded and recharged to the Company was $10,654,932 (2022: $6,587,243).

32
Controlling party

The immediate parent company is is Envoy Bidco Limited, a company incorporated in England and Wales. The ultimate parent entity is Phides Holding Limited, a company incorporated in UAE.

 

The smallest entity preparing consolidated accounts is Envoy Bidco Limited. These accounts are available from Suite 1, 7th floor, 50 Broadway, London, SW1H 0DB.

 

The largest entity preparing consolidated accounts is Phides Holding Limited. These accounts are available from Suite 63A, 15/F Gate Building Dubai International Financial Centre.

 

The ultimate controlling party is Christian Siemers Haunso by virtue of his 100% holding in Phides Holding Limited.

33
Analysis of changes in gross funds
1 January 2023
Cash flows
31 December 2023
$
$
$
Cash at bank and in hand
8,212,786
(6,736,575)
1,476,211
Shipserv Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 34
34
Cash (absorbed by)/generated from operations
2023
2022
$
$
(Loss)/profit for the year before income tax
(72,881)
3,773,698
Adjustments for:
Investment income
(1,326,128)
-
0
Loss on disposal of property, plant and equipment
768
-
Depreciation and impairment of property, plant and equipment
21,916
70,169
Foreign exchange loss on cash equivalents
-
16,564
Equity settled share based payment expense
-
83,011
Movements in working capital:
Increase in contract assets
(115,429)
(66,845)
Increase in trade and other receivables
(4,680,865)
(1,269,039)
Increase in contract liabilities
296,389
590,020
(Decrease)/increase in trade and other payables
(2,174,352)
1,074,640
Cash (absorbed by)/generated from operations
(8,050,582)
4,272,218
35
Transition adjustments
Reconciliation of equity
1 January
31 December
2022
2022
$
$
Equity as previously reported
4,347,834
4,204,543
Reconciliation of profit for the financial period
2022
$
Profit as previously reported and after transition
3,773,698
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