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REGISTERED NUMBER: 01408138 (England and Wales)
























STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

FOR

MAINPRIZE OFFSHORE LTD

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

CONTENTS OF THE FINANCIAL STATEMENTS
For The Year Ended 31 March 2024










Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Statement of Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Notes to the Financial Statements 14


MAINPRIZE OFFSHORE LTD

COMPANY INFORMATION
For The Year Ended 31 March 2024







DIRECTORS: Mr R R Mainprize Jnr
Mrs S M Mainprize





SECRETARY: Mrs S M Mainprize





REGISTERED OFFICE: Unit 18 Manor Court
Manor Garth
Eastfield
Scarborough
YO11 3TU





REGISTERED NUMBER: 01408138 (England and Wales)





AUDITORS: Fortus Audit LLP
Equinox House
Clifton Park, Shipton Road
York
Yorkshire
YO30 5PA

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

STRATEGIC REPORT
For The Year Ended 31 March 2024


The directors present their strategic report for the year ended 31 March 2024.

REVIEW OF BUSINESS
Mainprize Offshore Limited provides crew transfer vessels which support the construction and ongoing maintenance of windfarms, predominantly in the North Sea region. Our bespoke designs deliver market-leading performance which culminates in high levels of turbine availability for our customers.

2024 was the culmination of an investment process which commenced in early 2021. Our Directors and Shareholders, Robert Mainprize Jnr and Sharon Mainprize had long since determined that a new partner was needed to support the growth plans for the business and embarked on a process to find that suitable investor.

Throughout 2024, the Company was engaged in a transaction process with a variety of interested parties, which ended on 29 February 2024 with the closing of the purchase of Mainprize Holdings Limited Group, of which Mainprize Offshore Limited is a part, by Project Summer Bidco Limited, a Company incorporated in England and Wales. Project Summer Bidco Limited is owned by Project Summer Topco Limited, and is owned jointly by Robert Mainprize Jnr, Sharon Mainprize, and the Fifth Alcuin Fund LP, managed by Alcuin Capital Partners LLP. This included a refinancing of the fleet with Siemens Financial Services. The Directors consider this to provide the support, capital and partners needed to drive the business forward to achieve what it is capable of and capitalize on the huge growth in Offshore Wind developments.

During the year, the Company continued to bring more of its market-leading vessels into operation. 2024 saw the delivery of the MO9 from Manor Marine UK with the MO10 and MO11 being delivered by Strategic Marine, Singapore, after the year end, in July 2024.

These vessels added significant turnover and profitability to the business throughout the year and beyond into the post balance sheet period. The Directors are satisfied with the performance of the business this year, which when combined with vessel deliveries and an investment process, represents a significant amount of work for the entire team.

The company intends to order more vessels in the coming year as it embarks on an ambitious plan to grow further.


MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

STRATEGIC REPORT
For The Year Ended 31 March 2024

PRINCIPAL RISKS AND UNCERTAINTIES
Exchange differences

The Company transacts in several different currencies across the globe which can expose it to changes in exchange rates to a material extent. The Company executes as far as possible the natural hedge options it holds in the first instance, maintaining accounts in multiple currencies and opting not to convert funds where not required. Where longer term exposures exist, or those with currencies where there is less of a natural hedge, then FX products are used to minimize the exposure.

Liquidity and cashflows

Whenever new vessels are ordered, a robust lending process is run by the Company in order to find a partner who can support the build with finance to the extent necessary. This will continue as more vessels are ordered during 2024.

Cashflows from customers remain important due to their individual size. The Company prides itself on maintaining good working relationships with its customers which assists with regular receipts from invoices. Customers, in the opinion of the Company, are of a high level of creditworthiness. No bad debts have been incurred during the year.

Regulatory change

Regulations across the maritime sector could have the potential to affect the Company materially. To this end, staff are trained and supported so that they can best implement any changes affecting the Company successfully and in good time.

Global risks and sanctions

Building vessels; operating them at sea; and shipping them to the EU has faced some problematic global issues during the course of the year. These can vary year-to-year, but in 2024, the key risk was regarding the transit of the MO10 and MO11 from Singapore to the UK. This would normally involve a heavy-lift ship transiting the Red Sea and Suez, but the conflict arising with pirates and other actors in the Yemen area led to the Directors to conclude that such a route was an unnecessary risk, and that a longer routing instead, around the Cape was the best choice.

FINANCIAL KEY PERFORMANCE
The Directors review the performance of the business through several key performance indicators. The primary financial key performance indicators are listed below:

Turnover and Gross Profit - Represents on an absolute basis the headline growth in the business, predominantly as a result of delivering new vessels. Vessels are mainly on long-term contracts (duration 3 years + upon inception) which, even with inflationary rises, limits the potential for turnover growth without new vessels. It is expected that there are significant jumps in growth of both metrics upon delivery of each incremental vessel.

2024 2023
£    £   

Turnover 15,031,638 10,466,187
Gross profit 4,443,789 4,093,606

Gross profit percentage 30% 39%


MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

STRATEGIC REPORT
For The Year Ended 31 March 2024

FUTURE DEVELOPMENTS
Going forwards, the Company intends to continue ordering and delivering more vessels into the marketplace. Doing so, it is hoped, will provide the basis for future investment processes, which is the strategic target of the Shareholders.

ON BEHALF OF THE BOARD:





Mr R R Mainprize Jnr - Director


24 September 2024

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

REPORT OF THE DIRECTORS
For The Year Ended 31 March 2024


The directors present their report with the financial statements of the company for the year ended 31 March 2024.

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

DIVIDENDS
The results for the year are set out on page 9.

During the year, the company has continued to make significant investment in its fleet of vessels and the operational systems and personnel needed to ensure continued high levels of service to our customers.

The Directors believe that these actions put the company in a strong position to capitalise on the demand in the marketplace for our core vessel designs, and to continue to deliver exceptional customer service.

The directors do not recommend payment of a dividend.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

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

Mr R R Mainprize Jnr
Mrs S M Mainprize

MATTERS COVERED IN THE STRATEGIC REPORT
Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the strategic report as the directors consider them to be of strategic importance to the company.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

REPORT OF THE DIRECTORS
For The Year Ended 31 March 2024


AUDITORS
Fortus Audit LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

ON BEHALF OF THE BOARD:





Mr R R Mainprize Jnr - Director


24 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MAINPRIZE OFFSHORE LTD


Opinion
We have audited the financial statements of Mainprize Offshore Ltd (the 'company') for the year ended 31 March 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 101 'Reduced Disclosure Framework' (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 March 2024 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 Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MAINPRIZE OFFSHORE LTD


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 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MAINPRIZE OFFSHORE LTD


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:

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, was as follows:


-
we identified the laws and regulations applicable to the company through discussions with
directors and other management;

-
we assessed the extent of compliance with the laws and regulations identified above through
making enquiries of management; and

-
identified laws and regulations were communicated within the audit team regularly and the team
remained alert to instances of non compliance throughout the audit.

We assessed the susceptibility of the entity's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:


-
making enquiries of management as to where they considered there was susceptibility to fraud,
their knowledge of actual, suspected and alleged fraud; and

-
considering the internal controls in place to mitigate risks of fraud and non compliance with laws
and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions; and
-
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

In response to the risk of irregularities and non compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation; and
- enquiring of management as to actual and potential litigation and claims.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MAINPRIZE OFFSHORE LTD


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.




Frances Howard FCA (Senior Statutory Auditor)
for and on behalf of Fortus Audit LLP
Equinox House
Clifton Park, Shipton Road
York
Yorkshire
YO30 5PA

24 September 2024

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

STATEMENT OF COMPREHENSIVE
INCOME
For The Year Ended 31 March 2024

2024 2023
Notes £    £   

TURNOVER 3 15,031,638 10,466,187

Cost of sales 10,575,849 6,384,581
GROSS PROFIT 4,455,789 4,081,606

Administrative expenses 1,194,283 1,094,595
3,261,506 2,987,011

Other operating income 898 670
OPERATING PROFIT 3,262,404 2,987,681


Interest payable and similar expenses 5 472,659 168,334
PROFIT BEFORE TAXATION 6 2,789,745 2,819,347

Tax on profit 7 22,642 443,000
PROFIT FOR THE FINANCIAL YEAR 2,767,103 2,376,347


OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss:
Revaluation of supply vessels (3,140,624 ) 1,660,912
Equity settled share based payments (84,284 ) 77,289
Income tax relating to items that may be reclassified
subsequently to profit or loss

-

-
OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX

(3,224,908

)

1,738,201
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

(457,805

)

4,114,548

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

BALANCE SHEET
31 March 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 1,358,347 1,039,853
Tangible assets 11 32,175,626 31,686,181
33,533,973 32,726,034

CURRENT ASSETS
Stocks 12 204,012 199,591
Debtors 13 7,568,854 2,253,218
Cash at bank and in hand 1,421,137 549,211
9,194,003 3,002,020
CREDITORS
Amounts falling due within one year 14 3,259,635 5,970,141
NET CURRENT ASSETS/(LIABILITIES) 5,934,368 (2,968,121 )
TOTAL ASSETS LESS CURRENT LIABILITIES 39,468,341 29,757,913

CREDITORS
Amounts falling due after more than
one year

15

(14,772,584

)

(4,766,189

)

PROVISIONS FOR LIABILITIES 18 (4,737,286 ) (4,575,448 )
NET ASSETS 19,958,471 20,416,276

CAPITAL AND RESERVES
Called up share capital 19 1,000 1,000
Revaluation reserve - 3,140,624
Capital contribution reserve - 84,284
Retained earnings 19,957,471 17,190,368
SHAREHOLDERS' FUNDS 19,958,471 20,416,276

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by:





Mr R R Mainprize Jnr - Director


MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

STATEMENT OF CHANGES IN EQUITY
For The Year Ended 31 March 2024

Called up Capital
share Retained Revaluation contribution Total
capital earnings reserve reserve equity
£    £    £    £    £   
Balance at 1 April 2022 1,000 14,854,021 1,479,712 6,995 16,341,728

Changes in equity
Dividends - (40,000 ) - - (40,000 )
Total comprehensive income - 2,376,347 1,660,912 77,289 4,114,548
Balance at 31 March 2023 1,000 17,190,368 3,140,624 84,284 20,416,276

Changes in equity
Total comprehensive income - 2,767,103 (3,140,624 ) (84,284 ) (457,805 )
Balance at 31 March 2024 1,000 19,957,471 - - 19,958,471

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 31 March 2024


1. STATUTORY INFORMATION

Mainprize Offshore Ltd is a private company, limited by shares, registered and domiciled in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparation
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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

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

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
- presentation of a statement of cash flows and related notes;
- disclosure of the objectives, policies and processes for managing capital;
- disclosure of key management personnel compensation;

-
disclosure of the categories of financial instrument and the nature and extent of risks arising on
these financial instruments;
- the effect of financial instruments on the statement of comprehensive income;

-
comparative period reconciliations for the number of shares outstanding and the carrying
amounts of property, plant and equipment and intangible assets;

-
disclosure of the future impact of new International Financial Reporting Standards in issue but
not yet effective at the reporting date;
- comparative narrative information; and

-
related party disclosures for transactions with the parent or wholly owned members of the
group.

Where required, equivalent disclosures are given in the group accounts of Mainprize Holdings Limited. The group accounts of Mainprize Holdings Limited are available to the public and can be obtained as set out in note 27.

Critical accounting judgements and key sources of estimation uncertainty
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.

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

The company's other intangible asset represents capitalised development costs relating to custom built and designed offshore support vessels. These costs are amortised alongside the vessel which they relate, typically over 20 years.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


2. ACCOUNTING POLICIES - continued

Property, plant & equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Right of use asset Straight line over the period of the lease
Plant and equipment 20% reducing balance
Motor vehicles 20% reducing balance
Supply vessels See below
Replacement parts Not depreciated until brought into use

Supply vessels are carried at fair value determined by the directors in conjunction with external valuers. No depreciation is provided and any change in fair value is recognised in profit and loss.

The right of use assets represent assets recognised in accordance with IFRS 16 'Leases'.

Impairment of tangible and intangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible and intangible 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.

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

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

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

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

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


2. ACCOUNTING POLICIES - continued

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

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

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

Financial assets at fair value through profit and loss

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

Financial assets measured at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

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

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

Derecognition of financial assets

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

Financial liabilities at fair value through profit and loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:


- it has been incurred principally for the purpose of selling or repurchasing it in the near term, or
- on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


2. ACCOUNTING POLICIES - continued
- it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

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

Derecognition of financial liabilities

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

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

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

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

Taxation
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 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.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


2. ACCOUNTING POLICIES - continued

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

Employee benefit costs
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.

Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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.

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 recognises revenue from the following major sources:

-Maritime support contracts

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

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

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.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


3. TURNOVER

Revenue from contracts with customers
2024 2023
£    £   
Revenue analysed by class of business
Maritime transport and support contracts 15,031,638 10,466,187

2024 2023
£    £   
Revenue analysed by geographical market
United Kingdom 2,036,155 1,367,642
Rest of Europe 12,995,483 9,098,545
15,031,638 10,466,187

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

In 2024, there were 4 customers (2023 - 3) contributing more than 10% of revenues each.

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 289,291 488,791
Social security costs 37,123 95,473
Other pension costs 32,049 34,238
358,463 618,502

The average number of employees during the year was as follows:
2024 2023

Directors 2 2
Administrative staff 14 11
16 13

2024 2023
£    £   
Directors' remuneration 267,000 107,564

Information regarding the highest paid director for the year ended 31 March 2024 is as follows:
2024
£   
Emoluments etc 237,000

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 0).

Included in the above Directors emoluments is capitalised costs of employment which amount to £224,798 (2023 £326,726)

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


5. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank interest on loans and
overdrafts 470,634 165,678
Finance lease interest payable 2,025 2,656
472,659 168,334

The significant increase in interest is due to the business combination which occurred on 29 February 2024 and subsequent refinancing of the fleet.

6. PROFIT BEFORE TAXATION

The profit before taxation is stated after charging/(crediting):
2024 2023
£    £   
Cost of inventories recognised as expense 1,318,862 (1,045,161 )
Depreciation - owned assets 36,444 38,155
Loss on disposal of fixed assets - 2,465
Development costs amortisation 38,740 31,442
Fees payable to the company's auditor for the audit of the
company's financial statements

55,813

35,000
Exchange losses 19,006 92,167
Share-based payments - 77,289
Accountancy 31,155 6,980

7. TAXATION

Analysis of tax expense
2024 2023
£    £   
Current tax:
Corporation tax adjust re
previous year (139,196 ) 2,405

Deferred tax:
Deferred tax (78,156 ) 440,595
Adjustment in respect of prior
years 239,994 -
Total deferred tax 161,838 440,595
Total tax expense in statement of comprehensive income 22,642 443,000

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


7. TAXATION - continued

Factors affecting the tax expense
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before income tax 2,789,745 2,819,347
Profit multiplied by the standard rate of corporation tax in the UK
of 25% (2023 - 25%)

697,436

704,837

Effects of:
Effect of expenses not deductible in determining taxable profit 1,878 18,467
Group relief - 40,444
Research and development tax credit (127,743 ) (103,093 )
Under/(over) provided in prior years - 2,405
Deferred tax adjustments in respect of prior years 239,994 (255,036 )
Fixed asset differences (788,923 ) 103,964
Remeasurement of deferred tax for changes in tax rates - (54,303 )
Other differences - (14,685 )
prior years
Tax expense 22,642 443,000

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Revaluation of supply vessels (3,140,624 ) - (3,140,624 )
Equity settled share based payments (84,284 ) - (84,284 )
(3,224,908 ) - (3,224,908 )

8. DIVIDENDS
2024 2023
£    £   
Ordinary shares of 1 each
Interim - 40,000

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


9. CHANGE IN ACCOUNTING POLICY

The directors have elected to change the company's accounting policy in respect of Supply vessels so that they are held at fair value.

Supply vessels were previously held at cost less depreciation. The comparative figures in these financial statements have therefore been adjusted as follows:

As at 1 April 2022 supply vessels as has increased by £5,383,817, deferred tax liability has increased by £1,345,954, profit and loss reserves have increased by £2,558,151 and revaluation reserve has increased by £1,479,712.

During the year ended 31 March 2023 depreciation of £1,157,115 previously charged during the year ended 31 March 2023 has been written back, an upward revaluation of £1,660,912 has been recognised and additional deferred tax of £701,507 has been charged.

The overall result as at 1 April 2023 has increased supply vessels by £8,201,843, increased deferred tax liability by £2,047,461, increased profit and loss reserves by £3,013,759 and increased revaluation reserve by £3,140,623.

10. INTANGIBLE FIXED ASSETS
Development
costs
£   
COST
At 1 April 2023 1,102,469
Additions 357,234
At 31 March 2024 1,459,703
AMORTISATION
At 1 April 2023 62,616
Amortisation for year 38,740
At 31 March 2024 101,356
NET BOOK VALUE
At 31 March 2024 1,358,347
At 31 March 2023 1,039,853

Amortisation on Development Costs has been charged to Administrative Expenses in the Statement of Comprehensive Income.

The directors have capitalised development costs as they consider that they meet the definition of an intangible asset under IAS 38; i.e. that they constitute an identifiable asset over which the company has control, and that will provide future economic benefits to the company.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


11. PROPERTY, PLANT & EQUIPMENT
Right of Plant and Replacement Supply
use asset machinery parts vessels Totals
£    £    £    £    £   
COST OR VALUATION
At 1 April 2023 168,415 62,650 473,339 31,083,893 31,788,297
Additions - 9,176 60,071 4,587,348 4,656,595
Disposals - - (10,107 ) - (10,107 )
Revaluations - - - (4,120,599 ) (4,120,599 )
At 31 March 2024 168,415 71,826 523,303 31,550,642 32,314,186
DEPRECIATION
At 1 April 2023 50,524 51,592 - - 102,116
Charge for year 33,684 2,760 - - 36,444
At 31 March 2024 84,208 54,352 - - 138,560
NET BOOK VALUE
At 31 March 2024 84,207 17,474 523,303 31,550,642 32,175,626
At 31 March 2023 117,891 11,058 473,339 31,083,893 31,686,181

The Company has adopted the valuation model for supply vessels, had the company adopted the cost model for Supply vessels, the carrying amount at 31 March 2024 would have been £25,453,897 (2023: £22,894,049).

Supply vessels often represent assets under construction, which typically covers a period of 6 to 12 months. Assets under construction are held at cost until brought into use. At the year end assets under construction have a carrying value of £6,624,647 (£6,483,893).

12. STOCKS
2024 2023
£    £   
Stocks 204,012 199,591

Stocks represent replacement components and renewable items.

13. TRADE AND OTHER RECEIVABLES
2024 2023
£    £   
Trade debtors 2,536,723 2,051,536
Amounts owed by group undertakings 4,888,917 -
Other debtors - 86,600
Derivative financial
instruments - 7,316
Directors' current accounts 413 -
VAT 24,643 7,957
Prepayments 118,158 99,809
7,568,854 2,253,218

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


13. TRADE AND OTHER RECEIVABLES - continued

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

Amounts owed by parent and fellow group undertakings carry no repayment date and are therefore
considered to be repayable on demand and carry no interest charges.

14. TRADE AND OTHER PAYABLES
2024 2023
£    £   
Bank loans and overdrafts (see note 16) 1,232,339 1,773,712
Leases (see note 16) 28,325 27,670
Trade creditors 1,906,180 1,033,109
Amounts owed to group undertakings 3,400 330,422
Social security and other taxes 17,891 80,756
Other creditors - 133,983
Directors' current accounts - 2,496,990
Accruals and deferred income 71,500 93,499
3,259,635 5,970,141

15. TRADE AND OTHER PAYABLES:
AMOUNTS FALLING DUE AFTER MORE
THAN ONE YEAR
2024 2023
£    £   
Bank loans (see note 16) 14,729,144 4,694,425
Leases (see note 16) 43,440 71,764
14,772,584 4,766,189

16. FINANCIAL LIABILITIES - BORROWINGS

2024 2023
£    £   
Current:
Bank overdrafts - 891,049
Bank loans 1,232,339 882,663
Leases (see note 17) 28,325 27,670
1,260,664 1,801,382

Non-current:
Bank loans - 1-2 years 14,729,144 4,694,425
Leases (see note 17) 43,440 71,764
14,772,584 4,766,189

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


16. FINANCIAL LIABILITIES - BORROWINGS - continued

Terms and debt repayment schedule

1 year or More than
less 1-2 years 2-5 years 5 years Totals
£    £    £    £    £   
Bank loans 1,232,339 1,232,339 3,697,018 9,799,787 15,961,483
Leases 28,325 43,440 - - 71,765
1,260,664 1,275,779 3,697,018 9,799,787 16,033,248

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

The company has 3 bank loans amounting to €9,377,921, €5,861,201 and €3,751,169, the loans are repayable over 84 months and carry a fixed interest rate of 5.756% until February 2031.

Directors loans carry no interest and are repayable on demand.

17. LEASING

Lease liabilities

Minimum lease payments fall due as follows:

2024 2023
£    £   
Gross obligations repayable:
Within one year 29,695 29,695
Between one and five years 44,242 73,936

73,937 103,631

Finance charges repayable:
Within one year 1,370 2,025
Between one and five years 802 2,172
2,172 4,197

Net obligations repayable:
Within one year 28,325 27,670
Between one and five years 43,440 71,764
71,765 99,434

2024 2023
Amounts recognised in profit and loss include the following: £    £   

Interest on lease liabilities 2,025 2,656

The fair value of the company's lease obligations is approximately equal to their carrying amount.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


17. LEASING - continued

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

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

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

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

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

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


18. PROVISIONS FOR LIABILITIES

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

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



Accelerated
capital
allowances


Tax losses
Capitalised
vessel build
costs
Share
based
payment


Total
£££££
Liability at 1 April 20223,976,353-158,500-4,134,853

Charge/(credit) to
profit or loss

2,600,498

(2,103,072)

(2,861)

(19,322)

475,243

Effect of change in rate
- profit or loss

(32,878)

-

(21)

(1,749)

(34,648)
Liability at 1 April 20236,543,973(2,103,072)155,618(21,071)4,575,448

Charge/(credit) to
profit or loss

(385,293)

446,437

79,623

21,071

161,838
Liability at 1 April 20246,158,680(1,656,635)235,241-4,737,286

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

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1,000 Ordinary 1 1,000 1,000

20. PENSION COMMITMENTS

20242023
Defined contribution schemes£   £   

Charge to profit or loss in respect of defined contribution
schemes

19,810


34,238

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.

21. CAPITAL COMMITMENTS

At 31 March 2024 the company was contracted for estimated future build costs of £9,184,015 (2023 -
£10,849,225) for assets of which £2,275,132 (2023 - £2,558,129) has been incurred as at the year end and capitalised within property, plant and equipment.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


22. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 March 2024 and 31 March 2023:

2024 2023
£    £   
Mrs S M Mainprize and Mr R R Mainprize Jnr
Balance outstanding at start of year - -
Amounts advanced 413 -
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 413 -

23. RELATED PARTY DISCLOSURES

During the year the company entered into the following transactions with related parties:

Sale of goods Purchase of goods
2024 2023 2024 2023
£    £    £    £   

Fellow subsidiaries - 13,000 66,000 144,600


The transactions with other related parties represent fees charged for design work and build support around the vessel construction projects.

24. EVENTS AFTER THE REPORTING PERIOD

On 7 May 2024 the company entered into two new loan agreements. The loans amounted to €3,071,465 each, are repayable by 31 May 2031 and carry a fixed interest rate of 5.756%.

25. SHARE-BASED PAYMENT TRANSACTIONS

During the year ended 31 March 2022, two EMI share option schemes were set up and awarded to employees of Mainprize Offshore Ltd. The rights to options relate to shares exercisable within the parent company, Mainprize Holdings Limited. As such, the share based payment expenses have been recognised within Mainprize Offshore Limited and credited to equity within the capital contribution reserve, A share based payment reserve has been created within Mainprize Holdings Limited, with an equal entry to investments to reflect the value gifted to the subsidiary's employees.

These options were settled during the year ended 31 March 2024 and the reserve released.

26. CONTROLLING PARTY

As at the year end, Mainprize Offshore Ltd's immediate parent is Mainprize Midco Ltd and the ultimate parent company is Project Summer Topco Limited.For the year ended 31 March 2024 Mainprize Holdings Limited is the smallest and largest group into which Mainprize Offshore Ltd is consolidated. Copies of Mainprize Holdings Limited's financial statements can be obtained from Unit 18 Manor Court, Manor Garth, Eastfield, Scarborough, YO11 3TU.

MAINPRIZE OFFSHORE LTD (REGISTERED NUMBER: 01408138)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 March 2024


27. 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.

28. DERIVATIVES

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

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