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Company No: 09640974 (England and Wales)

ARC MARINE LTD

Annual Report and Unaudited Financial Statements
For the financial year ended 31 December 2023
Pages for filing with the registrar

ARC MARINE LTD

Annual Report and Unaudited Financial Statements

For the financial year ended 31 December 2023

Contents

ARC MARINE LTD

DIRECTORS' REPORT

For the financial year ended 31 December 2023
ARC MARINE LTD

DIRECTORS' REPORT (continued)

For the financial year ended 31 December 2023

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

PRINCIPAL ACTIVITIES

The principal activity of the company was that of providing eco-friendly products and services to the offshore construction industry including conducting research and development.

GOING CONCERN

The directors' have prepared the financial statements on the going concern basis. Further details are provided in the notes to the financial statements.

SUSTAINABILITY REPORTING

As a marine innovator and advocate for sustainable solutions, we have made a number of improvements to our business strategy in this past year, to better understand, measure and evaluate our environmental impact.

The aim of this is to look for continuous improvement in our carbon footprint and enable us to be proactive across our product development and wider value chain.

This includes currently undergoing our inaugural carbon reporting, which will be publicly available once completed, however due to our financial year end and resource availability, is not yet ready for inclusion within our reports.

We will include the following requirements within our report, in line with UK standards and frameworks such as ISO 14064-1 and the GHG Protocol:
• GHG emissions
• Waste minimisation and management
• Resource consumption and raw materials
• Biodiversity action planning and environmental data
• Sustainable Supply Chain impacts
• Climate change adaptation and mitigation actions

Furthermore, our reporting will be conducted and verified by third parties to ensure accuracy and will be overseen and led by our in-house sustainability team to ensure ongoing adherence to not only achieve Net Zero, but also alignment to our goals and business values.

Throughout the course of our journey to Net Zero, we will share our progress publicly via our website, helping advocate for a sustainable future.

DIRECTORS

The directors, who served during the financial year and to the date of this report except as noted, were as follows:

Thomas Henry Holland Birbeck
James Doddrell (Resigned 31 August 2023)
Stephen John Wright

This Directors' Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption provided by section 415A of the Companies Act 2006.



Approved by the Board of Directors and signed on its behalf by:

Thomas Henry Holland Birbeck
Director
Woodwater House
Pynes Hill
Exeter
EX2 5WR
United Kingdom

05 August 2024

ARC MARINE LTD

STATEMENT OF FINANCIAL POSITION

As at 31 December 2023
ARC MARINE LTD

STATEMENT OF FINANCIAL POSITION (continued)

As at 31 December 2023
Note 31.12.2023 31.12.2022
£ £
Fixed assets
Intangible assets 3 626,533 700,003
Tangible assets 4 432,949 569,775
Investments 5 10 10
1,059,492 1,269,788
Current assets
Stocks 2,063 37,219
Debtors 6 510,732 830,333
Cash at bank and in hand 488,988 92,535
1,001,783 960,087
Creditors: amounts falling due within one year 7 ( 538,130) ( 504,084)
Net current assets 463,653 456,003
Total assets less current liabilities 1,523,145 1,725,791
Creditors: amounts falling due after more than one year 8 ( 2,354,432) ( 1,813,937)
Net liabilities ( 831,287) ( 88,146)
Capital and reserves
Called-up share capital 9 190 190
Share premium account 434,219 434,219
Profit and loss account ( 1,265,696 ) ( 522,555 )
Total shareholder's deficit ( 831,287) ( 88,146)

For the financial year ending 31 December 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of ARC Marine Ltd (registered number: 09640974) were approved and authorised for issue by the Board of Directors on 05 August 2024. They were signed on its behalf by:

Thomas Henry Holland Birbeck
Director
ARC MARINE LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
ARC MARINE LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

ARC Marine Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Woodwater House, Pynes Hill, Exeter, EX2 5WR, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors note that the business has net liabilities of £831,287. The Company is supported through loans from the Parent Company. The directors have received assurances that the loan facilities will continue to be available for at least 12 months from the date of signing these financial statements and the Parent Company will continue to support the Company. After making enquiries, the directors believe that any foreseeable debts can be met for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Reporting period length

The length of the prior reporting period, 31 December 2022, was 1 day long and the period prior to this, ended 30 December 2022, was an 18-month period. For greater comparability, and to ensure these financial statements present a true and fair view, the full 18 month and 1 day period has been presented in the comparative amounts in the Statement of Income and Retained Earnings. Since the comparative amounts and related notes presented in the financial statements represent a period of 18 months and 1 day, they are still not entirely comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company, but are presented separately due to their size or incidence.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Development costs 10 years straight line
Trademarks, patents and licences 5 - 10 years straight line
Other intangible assets 10 years straight line
Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

Trademarks, patents and licences

Separately acquired patents and trademarks are included at cost and amortised in equal annual instalments over their estimated useful economic life. Provision is made for any impairment.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line/reducing balance basis over its expected useful life, as follows:

Plant and machinery 4 years straight line
Vehicles 25 % reducing balance
Fixtures and fittings 4 years straight line
Computer equipment 4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Income and Retained Earnings over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

2. Employees

Year ended
31.12.2023
Period from
01.07.2021 to
31.12.2022
Number Number
Monthly average number of persons employed by the Company during the year, including directors 13 13

3. Intangible assets

Development costs Trademarks, patents
and licences
Other intangible assets Total
£ £ £ £
Cost
At 01 January 2023 465,705 233,198 6,000 704,903
At 31 December 2023 465,705 233,198 6,000 704,903
Accumulated amortisation
At 01 January 2023 0 4,900 0 4,900
Charge for the financial year 46,570 26,450 450 73,470
At 31 December 2023 46,570 31,350 450 78,370
Net book value
At 31 December 2023 419,135 201,848 5,550 626,533
At 31 December 2022 465,705 228,298 6,000 700,003

4. Tangible assets

Plant and machinery Vehicles Fixtures and fittings Computer equipment Total
£ £ £ £ £
Cost
At 01 January 2023 598,636 13,500 11,864 12,520 636,520
Additions 0 0 0 22,503 22,503
At 31 December 2023 598,636 13,500 11,864 35,023 659,023
Accumulated depreciation
At 01 January 2023 56,949 3,161 4,173 2,462 66,745
Charge for the financial year 147,534 2,558 2,334 6,903 159,329
At 31 December 2023 204,483 5,719 6,507 9,365 226,074
Net book value
At 31 December 2023 394,153 7,781 5,357 25,658 432,949
At 31 December 2022 541,687 10,339 7,691 10,058 569,775

5. Fixed asset investments

Investments in subsidiaries

31.12.2023
£
Cost
At 01 January 2023 10
At 31 December 2023 10
Carrying value at 31 December 2023 10
Carrying value at 31 December 2022 10

6. Debtors

31.12.2023 31.12.2022
£ £
Trade debtors 129,987 98,138
Amounts owed by Group undertakings 121 121
Prepayments and accrued income 56,681 390,540
VAT recoverable 24,996 83,244
Corporation tax 94,057 247,853
Other debtors 204,890 10,437
510,732 830,333

7. Creditors: amounts falling due within one year

31.12.2023 31.12.2022
£ £
Bank loans (secured) 4,103 4,103
Trade creditors 138,516 350,906
Accruals and deferred income 381,587 146,523
Other creditors 13,924 2,552
538,130 504,084

Bank loans are secured over the assets of the company.

8. Creditors: amounts falling due after more than one year

31.12.2023 31.12.2022
£ £
Bank loans (secured) 23,250 27,353
Amounts owed to Parent undertakings 2,218,681 1,636,584
Deferred income 112,501 150,000
2,354,432 1,813,937

Bank loans are secured over the assets of the company.

9. Called-up share capital

31.12.2023 31.12.2022
£ £
Allotted, called-up and fully-paid
18,990,000 Ordinary shares of £ 0.00001 each 190 190

10. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

31.12.2023 31.12.2022
£ £
within one year 95,700 68,700
between one and five years 55,925 99,875
151,625 168,575

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

31.12.2023 31.12.2022
£ £
Unpaid contributions due to the fund (inc. in other creditors) 3,881 2,552

11. Related party transactions

Transactions with owners holding a participating interest in the entity

The company has taken advantage of the exemption under Section 1AC.35 of FRS 102 and has not disclosed related party transactions with companies within the group.