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REGISTERED NUMBER: 02669815 (England and Wales)















SIEM SHIPOWNING RORO LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023






SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Income Statement 6

Other Comprehensive Income 7

Balance Sheet 8

Notes to the Financial Statements 9


SIEM SHIPOWNING RORO LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: C S S Bondi
K Ross



SECRETARY: C S S Bondi



REGISTERED OFFICE: 40 Brighton Road
Sutton
SM2 5BN



REGISTERED NUMBER: 02669815 (England and Wales)



SENIOR STATUTORY AUDITOR: Robin Lloyd



AUDITORS: Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report with the financial statements of the company for the year ended 31 December 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

C S S Bondi
K Ross

THIRD PARTY INDEMNITIES
Qualifying third party indemnity provisions for the benefit of the directors were in force during the year under review and remain in force as at the date of approval of the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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

ON BEHALF OF THE BOARD:





C S S Bondi - Director


4 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SIEM SHIPOWNING RORO LIMITED


Opinion
We have audited the financial statements of Siem Shipowning RoRo Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

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

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SIEM SHIPOWNING RORO LIMITED


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

o Obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the financial reporting framework and in relation to the company's shipping activities.

o Understanding how the company is complying with those regulations by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of board minutes and relevant correspondence.

o Discussing among the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness of revenue. Audit procedures were designed to ensure all of the risks were addressed.

o Assessing the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by discussing with management susceptibility to fraud, considering performance targets and how this may influence results, and assessing the internal control environment. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included assessing the appropriateness of presentation of separately disclosed items and testing manual journals. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or material error.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SIEM SHIPOWNING RORO LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Robin Lloyd (Senior Statutory Auditor)
for and on behalf of Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

4 September 2024

SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
as restated
Notes $ $

TURNOVER 3 1,986,362 7,807,605

Cost of sales 1,221,134 7,591,772
GROSS PROFIT 765,228 215,833

Administrative expenses (2,296 ) 408,506
OPERATING PROFIT/(LOSS) 5 767,524 (192,673 )

Interest receivable and similar income 710 42
768,234 (192,631 )

Interest payable and similar expenses 6 85,484 434,336
PROFIT/(LOSS) BEFORE TAXATION 682,750 (626,967 )

Tax on profit/(loss) - -
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 682,750 (626,967 )

SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
as restated
Notes $ $

PROFIT/(LOSS) FOR THE YEAR 682,750 (626,967 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

682,750

(626,967

)

SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
as restated
Notes $ $
CURRENT ASSETS
Stocks - 51,124
Debtors 8 12,135 1,564,192
Cash at bank 1,573 2,671,995
13,708 4,287,311
CREDITORS
Amounts falling due within one year 9 120,266 5,076,619
NET CURRENT LIABILITIES (106,558 ) (789,308 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(106,558

)

(789,308

)

CAPITAL AND RESERVES
Called up share capital 10 141 141
Retained earnings 11 (106,699 ) (789,449 )
SHAREHOLDERS' FUNDS (106,558 ) (789,308 )

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

The financial statements were approved by the Board of Directors and authorised for issue on 4 September 2024 and were signed on its behalf by:





C S S Bondi - Director


SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. COMPANY INFORMATION

Siem Shipowning RoRo Limited was incorporated on 10 December 1991 under the Companies Act 1985, as a private limited company and is registered in England and Wales. The principal activity of Siem Shipowning RoRo Limited is that of sea and coastal freight water transport. The address of its registered office is 40 Brighton Road, Sutton, SM2 5BN.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historic cost convention.

The company's functional and presentation currency is US Dollars.

Going concern
The financial statements hae been prepared on the going concern basis.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The directors do not consider there to be any significant judgements or estimates.

Turnover
Turnover consists of revenue in relation to a charter termination agreement, freight revenue on a time-charter basis from voyage charters and time charters and revenue arising from a compensation agreement. Turnover is derived from ordinary activities, and is stated after trade discounts, other sales taxes and net of VAT.

Income relating to the termination of the charter is recognised based on a fixed price on a straight line basis over the period to 9 January 2026.

Income and expenses relating to voyages of vessels have been accrued on the basis of the number of days the voyage lasted in the fiscal year. A voyage is defined as starting after unloading from the previous voyage. Expenses in connection with freight-seeking days are expensed as incurred. Income and expenses relating to the pool are included in the accounts on a net basis.

Income relating to the compensation agreement has been recognised as described in Note 12.

Stocks
Lubricating oil and bunkers inventories are valued at the lower of historical cost and market value applying the FIFO (first in first out) principle.

Financial instruments
The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

Income tax
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date.


SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date. All gains or losses on translation are included in other comprehensive income. All gains or losses arising from normal trading activities are included in the Income Statement.

Finance costs
Finance costs are charged to the Income Statement over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount.

3. TURNOVER

The turnover and profit (2022 - loss) before taxation are attributable to the principal activities of the company.

An analysis of turnover by class of business is given below:

2023 2022
as restated
$ $
Freight revenues 126,357 7,798,748
Opex compensation 1,464,666 -
Deed of termination 393,380 -
Miscellaneous revenue 1,959 8,857
1,986,362 7,807,605

4. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

5. OPERATING PROFIT/(LOSS)

The operating profit (2022 - operating loss) is stated after charging:

2023 2022
as restated
$ $
Auditors remuneration 9,993 9,800

SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
as restated
$ $
Group interest payable 77,236 75,705
Other interest payable 8,209 346,091
Bank interest payable 39 12,540
85,484 434,336

7. PRIOR YEAR ADJUSTMENT

During the year a debit note which related to sales recognised partly in 2022 was discovered. Turnover in the prior year has therefore been reduced by $228,376 with a corresponding increase in administrative expenses.

There was no impact on profit or net assets as a result of the prior year adjustment.

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
as restated
$ $
Trade debtors 11,050 340,962
Amounts owed by group undertakings 1,085 1
Prepayments and accrued income - 1,223,229
12,135 1,564,192

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
as restated
$ $
Trade creditors - 183,072
Amounts owed to group undertakings 109,276 4,789,670
VAT - 15
Accruals and deferred income 10,990 103,862
120,266 5,076,619

10. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: as restated
$ $
100 Ordinary Shares £1 141 141

Each share is entitled to one vote in any circumstances. Each share is entitled pari passu to dividend payments or any other distribution. Each share is entitled pari passu to participate in a distribution arising from a winding up of the company.

SIEM SHIPOWNING RORO LIMITED (REGISTERED NUMBER: 02669815)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. RESERVES
Retained
earnings
$

At 1 January 2023 (789,449 )
Profit for the year 682,750
At 31 December 2023 (106,699 )

Retained earnings includes all current and prior period retained profits and losses.

12. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year, Siem Shipowning RoRo Limited made purchases totalling $1,506,405 (2022: $5,254,339) to non-wholly owned subsidiaries within the group. The balance outstanding at the year end of $Nil (2022: $1,506,405 is included within 'Creditors: Amounts falling due within one year'.

A related party has provided a guarantee to the Company covering any liabilities, costs, and losses incurred in its operations. A charge of 0.5% on the guaranteed amount is charged each year by the related party for providing the guarantee. The total amount charged in 2023 is $8,209 (2022: $346,091).

13. ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The immediate parent Company is Siem Shipowning Inc. (a company incorporated in the Cayman Islands and tax resident of the United Kingdom). Siem Industries S.A. is the majority shareholder of Siem Shipowning Inc. and is controlled by Kristian Siem. Copies of the publicly available consolidated financial statements can be obtained from Siem Shipowning Inc, 40 Brighton Road, Sutton, SM2 5BN, United Kingdom.