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Registered number: SC227632













AQUASHIP (UK) LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
AQUASHIP (UK) LIMITED
 

COMPANY INFORMATION


Directors
S C Taknes (resigned 7 May 2024)
H L Thorstein (resigned 19 June 2024)
I G Johnson (resigned 19 June 2024)
O P Brandal (appointed 19 June 2024)
D G Johnson (appointed 19 June 2024)
D J Leask (appointed 19 June 2024)




Registered number
SC227632



Registered office
Garthspool

Lerwick

Shetland

ZE1 0NY





 
AQUASHIP (UK) LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8 - 9
Statement of financial position
9
Statement of changes in equity
10
Statement of cash flows
11 - 12
Analysis of net debt
13
Notes to the financial statements
14 - 30


 
AQUASHIP (UK) LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The principal activities of the company during the year were harvesting, well-boat services and workboat services to the aquaculture industry.
The directors are pleased to present their strategic report on a year with good company performance. The company took some difficult decisions to sell under performing assets to ensure they are better placed for future growth through expanding the fleet in the more profitable growth sectors. Focus on cost reducton and efficiencies will continue to be implemented with focus on reducing operating costs whilst maintaining the continued professional end efficient service provided by the business.

Principal risks and uncertainties
 
The management of the business, nature of the Company’s strategy and sector the company works in are subject to a number of risks. The directors have set out below the principal risks facing the business.

Price Risk & Demand
 
The company will continue their focus on the Scottish market and Aquaculture industry and although demand for farmed fish continues to be high any downturn could affect the business. To reduce this risk the company will continue to prioritise the securing of longer term charters.

Currency
 
As the business trades solely in the UK market there is and will be very low currency risk going forward.  If there is a need to purchase or trade in large amouts of currency then the company will implement a buy forward to hedge strategy to mitigate and minimise these currency risks.  

Key performance indicators
 
The directors view the following to be key performance indicators that are used to monitor the company’s progress: net profit, net assets, profit before tax, EBITDA.


This report was approved by the board and signed on its behalf.



D G Johnson
Director

D J Leask
Director


Date: 25 September 2024


Page 1

 
AQUASHIP (UK) LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Results and dividends

The profit for the year, after taxation, amounted to £858,939 (2022 - £2,582,469).

During the year the company paid no dividends (2022 - £Nil).

Directors

The directors who served during the year were:

S C Taknes (resigned 7 May 2024)
H L Thorstein (resigned 19 June 2024)
I G Johnson (resigned 19 June 2024)

Future developments

The directors are confident that the level of growth and increase in profits will continue into 2024.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Post balance sheet events

Subsequent to the year end, the company's external loan facilities were repaid in full and the securities discharged. New finance was provided by the group as part of a group facility with a syndicate of Norwegian banks.

Auditor

The auditor, Anderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





D G Johnson
Director
D J Leask
Director


Date: 25 September 2024
Date: 25 September 2024

Page 2

 
AQUASHIP (UK) LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 3

 
AQUASHIP (UK) LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AQUASHIP (UK) LIMITED
 

Opinion


We have audited the financial statements of AquaShip (UK) Limited (the 'company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 4

 
AQUASHIP (UK) LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AQUASHIP (UK) LIMITED (CONTINUED)

Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


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 Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 5

 
AQUASHIP (UK) LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AQUASHIP (UK) LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.  
The laws and regulations we considered in this context were the Companies Act 2006, Taxation and Maritime legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be: 


Management override of controls to manipulate the company’s key performance indicators to meet targets
Timing and completeness of revenue recognition
Management judgement applied in calculating provisions
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading

Our audit procedures to respond to these risks included: 

Testing of journal entries and other adjustments for appropriateness
Sales cut off and transaction testing was performed to ensure revenue was recognised correctly 
Evaluating the business rationale of significant transactions outside the normal course of business 
Reviewing judgements made by management in their calculation of accounting estimates for potential management bias
Enquiries of management about litigation and claims and inspection of relevant correspondence 
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations

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


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


Page 6

 
AQUASHIP (UK) LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AQUASHIP (UK) LIMITED (CONTINUED)

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 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





James Pirrie (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

26 September 2024
Page 7

 
AQUASHIP (UK) LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
16,561,059
18,947,975

Cost of sales
  
(3,397,186)
(4,667,399)

Gross profit
  
13,163,873
14,280,576

Administrative expenses
  
(11,459,815)
(11,690,296)

Other operating income
 5 
-
104,000

Operating profit
 6 
1,704,058
2,694,280

Interest receivable and similar income
  
196,830
102,144

Interest payable and similar expenses
 9 
(768,431)
(651,284)

Profit before tax
  
1,132,457
2,145,140

Tax on profit
 10 
289,530
437,329

Profit for the financial year
  
1,421,987
2,582,469

Other comprehensive income for the year
  

Release of revaluation reserve
  
-
(188,960)

Gains on vessel revaluation
  
922,618
-

Other comprehensive income for the year
  
922,618
(188,960)

Total comprehensive income for the year
  
2,344,605
2,393,509

The notes on pages 14 to 30 form part of these financial statements.

Page 8

 
AQUASHIP (UK) LIMITED
 

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
26,686,133
32,848,495

  
26,686,133
32,848,495

Current assets
  

Debtors: amounts falling due within one year
 12 
6,052,240
6,009,294

Cash at bank and in hand
 13 
4,086,804
1,106,245

  
10,139,044
7,115,539

Creditors: amounts falling due within one year
 14 
(3,872,955)
(4,224,623)

Net current assets
  
 
 
6,266,089
 
 
2,890,916

Total assets less current liabilities
  
32,952,222
35,739,411

Creditors: amounts falling due after more than one year
 15 
(5,134,410)
(9,791,212)

Provisions for liabilities
  

Deferred tax
 19 
(4,501,278)
(4,976,270)

  
 
 
(4,501,278)
 
 
(4,976,270)

Net assets
  
23,316,534
20,971,929


Capital and reserves
  

Called up share capital 
 20 
4
4

Revaluation reserve
  
2,584,839
3,013,112

Profit and loss account
  
20,731,691
17,958,813

  
23,316,534
20,971,929


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D G Johnson
D J Leask
Director
Director


Date: 25 September 2024
Date:25 September 2024

The notes on pages 14 to 30 form part of these financial statements.

Page 9

 
AQUASHIP (UK) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
4
3,279,279
15,110,177
18,389,460



Profit for the year
-
-
2,582,469
2,582,469

Transfer from revaluation reserve
-
(266,167)
266,167
-



At 1 January 2023
4
3,013,112
17,958,813
20,971,929



Profit for the year
-
-
1,421,987
1,421,987

Gains on vessel revaluation
-
-
922,618
922,618

Transfer from revaluation reserve
-
(428,273)
428,273
-


At 31 December 2023
4
2,584,839
20,731,691
23,316,534


The notes on pages 14 to 30 form part of these financial statements.

Page 10

 
AQUASHIP (UK) LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
1,421,987
2,582,469

Adjustments for:

Depreciation of tangible assets
660,670
693,172

Impairments of fixed assets
-
955,739

Loss on disposal of tangible assets
906,973
192,012

Government grants release
-
(104,000)

Interest paid
768,431
651,284

Interest received
(196,830)
(102,144)

Taxation charge
(289,530)
(437,329)

Decrease in debtors
406,553
937,367

(Decrease) in creditors
(248,871)
(739,340)

(Decrease) in amounts owed to group undertakings
(512,441)
(2,292,251)

(Decrease) in amounts owed by related parties
(1,680)
(19,993)

Net cash generated from operating activities

2,915,262
2,316,986


Cash flows from investing activities

Purchase of tangible fixed assets
(1,609,338)
(1,651,297)

Sale of tangible fixed assets
7,126,675
2,695,421

Interest received
196,830
102,144

HP interest paid
(63,269)
(40,275)

Net cash from investing activities

5,650,898
1,105,993
Page 11

 
AQUASHIP (UK) LIMITED
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Repayment of loans
(3,916,000)
(2,762,500)

Repayment of/new finance leases
(964,439)
(385,972)

Interest paid
(705,162)
(611,009)

Net cash used in financing activities
(5,585,601)
(3,759,481)

Net increase/(decrease) in cash and cash equivalents
2,980,559
(336,502)

Cash and cash equivalents at beginning of year
1,106,245
1,442,747

Cash and cash equivalents at the end of year
4,086,804
1,106,245


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,086,804
1,106,245

4,086,804
1,106,245


The notes on pages 14 to 30 form part of these financial statements.

Page 12

 
AQUASHIP (UK) LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

1,106,245

2,980,559

4,086,804

Debt due after 1 year

(9,138,000)

9,138,000

-

Debt due within 1 year

(2,537,020)

(5,145,575)

(7,682,595)

Finance leases

(1,033,567)

964,439

(69,128)


(11,602,342)
7,937,423
(3,664,919)

The notes on pages 14 to 30 form part of these financial statements.

Page 13

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

AquaShip (UK) Limited is a company incorporated in Scotland. The registered address is Garthspool, Lerwick, Shetland, ZE1 0NY. The principal activity of the company is aquaculture.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors, having made due and careful enquiry and, after preparing projections and given good post year end trading, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. 

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 14

 
AQUASHIP (UK) LIMITED
 

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

2.Accounting policies (continued)


2.4
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Buildings
-
50 years straight line
Plant and machinery
-
5 -10 years straight line
Motor vehicles
-
3 years straight line
Office equipment
-
4 years straight line
Vessels
-
20 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.5

Revaluation of tangible fixed assets

Individual freehold property and vessels are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the Statement of financial position date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

Page 15

 
AQUASHIP (UK) LIMITED
 

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

2.Accounting policies (continued)

 
2.8

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the company's Statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Page 16

 
AQUASHIP (UK) LIMITED
 

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

2.Accounting policies (continued)


2.8
Financial instruments (continued)

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

 
AQUASHIP (UK) LIMITED
 

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

2.Accounting policies (continued)

 
2.10

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

 
2.11

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that 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.

 
2.13

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 18

 
AQUASHIP (UK) LIMITED
 

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

2.Accounting policies (continued)

 
2.14

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

 
2.15

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.16

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 19

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of 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 during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements.
Impairment of debtors
The Company makes an assessment of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider various factors including the ageing profile of debtors and historical experience.
Revaluation and estimated useful economic lives of vessels
The carrying value of vessels is their most recent valuation less accumulated depreciation based on residual value of the vessels and expected useful life remaining.  The carrying value of vessels is sensitive to changes in useful economic lives and residual values of the vessels.  Revaluation of vessels are undertaken regularly with useful lives and residual values reassessed annually.  They are assessed where necessary to reflect current estimates based on economic utilisation and physical condition of the vessels.



4.


Turnover

The whole of the turnover is attributable to aquaculture.  The directors have not disclosed a split of turnover by activity or geographical area as they believe it would be seriously prejudicial to the interests of the company.


5.


Other operating income

2023
2022
£
£

Government grants receivable
-
104,000



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Fees payable to the company's auditor for the audit of the company's annual financial statements
29,588
25,850

Exchange differences
135,058
(103,847)

Other operating lease rentals
104,288
97,376

Page 20

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
5,723,487
5,827,186

Social security costs
641,437
731,053

Cost of defined contribution scheme
119,899
129,892

6,484,823
6,688,131


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Management
4
7



Administration
96
103

100
110


8.


Directors' remuneration

During the year the directors of the company were remunerated through another group company.


2023
2022
£
£

Directors' emoluments
209,959
204,867

Company contributions to defined contribution pension schemes
1,321
1,321

211,280
206,188


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £209,959 (2022 - £204,867).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2022 - £1,321).

Page 21

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
705,162
611,009

Finance leases and hire purchase contracts
63,269
40,275

768,431
651,284


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
110,474
915

Adjustments in respect of previous periods
74,988
-


Total current tax
185,462
915

Deferred tax


Origination and reversal of timing differences
(533,234)
(419,806)

Adjustments in respect of prior periods
58,242
(18,438)

Total deferred tax
(474,992)
(438,244)


Taxation on loss on ordinary activities
(289,530)
(437,329)
Page 22

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,132,457
2,145,140


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
266,360
407,577

Effects of:


Expenses not deductible for tax purposes
27,690
54,456

Capital allowances for year in excess of depreciation
218,389
(10,443)

Other permanent differences
247
915

Adjustments to tax charge in respect of prior periods
74,988
-

Adjustments to tax charge in respect of prior periods - deferred tax
58,242
(18,438)

Non-taxable income
(521,153)
(813,315)

Capital gains
(382,738)
42,672

Remeasurement of deferred tax for changes in tax rates
(31,555)
(100,753)

Total tax charge for the year
(289,530)
(437,329)


Factors that may affect future tax charges

The deferred tax charge has been calculated based on the rate of 25%.

Page 23

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Tangible fixed assets





Freehold property
Plant and machinery
Motor vehicles
Office equipment
Vessels
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
454,772
4,941,635
28,495
40,756
33,519,543
38,985,201


Additions
-
4,380
-
569
1,604,389
1,609,338


Disposals
-
(144,262)
-
-
(8,393,883)
(8,538,145)


Revaluations
-
-
-
-
443,153
443,153



At 31 December 2023

454,772
4,801,753
28,495
41,325
27,173,202
32,499,547



Depreciation


At 1 January 2023
37,323
4,563,027
28,495
34,552
1,473,309
6,136,706


Charge for the year on owned assets
9,096
161,589
-
3,428
486,557
660,670


Disposals
-
(144,259)
-
-
(360,238)
(504,497)


On revalued assets
-
-
-
-
(479,465)
(479,465)



At 31 December 2023

46,419
4,580,357
28,495
37,980
1,120,163
5,813,414



Net book value



At 31 December 2023
408,353
221,396
-
3,345
26,053,039
26,686,133



At 31 December 2022
417,449
378,608
-
6,204
32,046,234
32,848,495

Page 24

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           11.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Freehold
408,353
417,449

408,353
417,449


The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Plant and machinery
-
31,346

Other fixed assets
133,150
1,887,798

133,150
1,919,144


12.


Debtors

2023
2022
£
£


Trade debtors
2,197,734
2,473,937

Amounts owed by group undertakings
3,761,052
3,233,233

Amounts owed by related parties
-
78,320

Other debtors
12,156
154,603

Prepayments and accrued income
81,298
69,201

6,052,240
6,009,294



13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
4,086,804
1,106,245


Page 25

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
2,375,632
2,265,000

Trade creditors
805,287
598,350

Amounts owed to group undertakings
17,086
1,708

Amounts owed to related parties
-
80,000

Corporation tax
186,377
915

Other taxation and social security
193,642
210,144

Obligations under finance lease and hire purchase contracts
46,086
380,355

Other creditors
195,845
272,267

Accruals and deferred income
53,000
415,884

3,872,955
4,224,623



15.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
5,111,368
9,138,000

Net obligations under finance leases and hire purchase contracts
23,042
653,212

5,134,410
9,791,212


Secured loans
The bank loans are secured by a standard security over the property at Marine Park, Vidlin, ship's mortgages on the vessels and a bond and floating charge over all assets of the company.
The finance leases and hire purchase creditors are secured on the respective assets.
 

Page 26

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
2,375,632
2,265,000

Amounts falling due 1-2 years

Bank loans
2,375,632
2,265,000

Amounts falling due 2-5 years

Bank loans
2,735,736
6,873,000


7,487,000
11,403,000



17.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
46,085
380,355

Between 1-5 years
23,043
653,212

69,128
1,033,567

Page 27

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at fair value through profit or loss
4,086,804
1,106,245

Other financial assets measured at amortised cost through profit or loss
4,086,804
4,950,773

8,173,608
6,057,018


Financial liabilities


Other financial liabilities measured at amortised cost through profit or loss
1,071,218
1,288,209


Financial assets measured at fair value through profit or loss comprise cash at bank.
Financial assets that are debt instruments measured at amortised cost comprise trade debtors, accrued income, amounts owed by group undertakings and other debtors.


Financial liabilities measured at amortised cost comprise trade creditors, accruals, amounts owed to group undertakings and other creditors.


19.


Deferred taxation




2023
2022


£

£






At beginning of year
4,976,270
5,414,514


Charged to profit or loss
(474,992)
(438,244)



At end of year
4,501,278
4,976,270

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Fixed asset timing differences
4,073,872
4,196,005

Short term timing differences
(7,006)
(6,777)

Capital gains
434,412
841,224

Losses and other deductions
-
(54,182)

4,501,278
4,976,270

Page 28

 
AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



400 (2022 - 400) Ordinary shares of £0.01 each
4
4



21.


Capital commitments


At 31 December 2023 the company had capital commitments as follows:

2023
2022
£
£


Contracted for but not provided for in the financial statements
483,847
-

483,847
-


22.


Pension commitments

The company contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £119,899 (2022 - £129,892). Contributions totalling £28,025 (2022 - £26,975) were payable to the fund at the balance sheet date.


23.


Commitments under operating leases

At 31 December 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
364,366
430,868

Later than 1 year and not later than 5 years
387,570
794,384

751,936
1,225,252

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AQUASHIP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Related party transactions

Control
Throughout the year the company was controlled by the directors.
Transactions
The company has taken advantage of FRS 102 section 33 paragraph (a), which allows exemption from disclosure of related party transactions with other group companies.
During the year, the company entered into transactions with related parties as follows: 
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25.


Post balance sheet events

Subsequent to the year end, the company's external loan facilities were repaid in full and the securities discharged. New finance was provided by the group as part of a group facility with a syndicate of Norwegian banks.


26.


Controlling party

The company's immediate parent company is AquaShip AS, who own 100% of the share capital. AquaShip AS are registered in Norway. On 18 December 2023, American Industrial Partners Capital Fund VII, LP, became the majority and controlling shareholder in AquaShip AS.  
AquaShip AS is the largest and smallest company which the financial information of AquaShip UK Limited is consolidated. The finanical statements of AquaShip AS are available from Vågeveien 5, 6509 Kristiansund, Norway.
The ultimate controlling party of AquaShip (UK) Limited is American Industrial Partners Capital Fund VII.

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