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Registered number: 14397689










S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)










ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
COMPANY INFORMATION


Directors
A C Liljendahl (appointed 28 November 2022, resigned 20 August 2024)
A Milner (appointed 29 May 2024)
R J Morson (appointed 29 May 2024)
C M Smith (appointed 19 July 2023)
F R Smith (appointed 19 July 2023)
F J Connolly (appointed 4 October 2022, resigned 29 May 2024)
T C Cormack (appointed 4 October 2022, resigned 29 May 2024)
P Lyon (appointed 21 October 2022, resigned 20 September 2023)
S A McAndrew (appointed 21 October 2022, resigned 5 May 2023)
R Preston (appointed 21 October 2022, resigned 6 March 2023)




Registered number
14397689



Registered office
Office at 82 Shed
Dock Road

Felixstowe

Suffolk

IP11 3BW




Independent auditor
Sumer Auditco Limited

Fitzroy House

Crown Street

Ipswich

Suffolk

IP1 3LG





 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditor's Report
6 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12 - 13
Company Balance Sheet
14
Consolidated Statement of Changes in Equity
15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17 - 18
Consolidated Analysis of Net Debt
19
Notes to the Financial Statements
20 - 45


 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report on the affairs of S E A Transport Holdings Limited (the “Company”) and its subsidiary undertakings (together, the “Group”) for the period ended 31 December 2023. 
Principal activity
The principal activity of the Group headed by S E A Transport Holdings Limited is that of the provision of maritime haulage and other port services, to a customer base including freight forwarders, shipping lines, and direct UK customers. Services cover haulage of full container loads, consolidation and haulage of part container loads, warehousing and storage, and other related ancillary areas. The Group considers itself to be a leading service provider, underpinned by best-in-class use of technology, and a strong customer focused culture and ethos.
The Company acts as a non-trading holding company to the Group. The Group’s trading activities are carried out by the subsidiary undertaking S E A Transport Limited. The Group trades as “SEA Transport”.
SEA Transport was established as a family run business in the year 2000, growing initially from a base in Ipswich serving the nearby ‘Port of Felixstowe’. After sustained successful growth, in 2021, the business expanded its operations via commitment to a materially larger warehousing facility within the Felixstowe port boundary. As a materially larger business, SEA Transport was then subsequently acquired by the Enact Investment fund (part of Endless LLP) in October 2022, and maintains strategic ambitions to expand nationally across multiple UK ports. 

Business review
 
The Group’s accounting period, as presented in these accounts, covers a period from 4 October 2022, being the date of acquisition by the Enact Investment Fund, to 31 December 2023. 
We aim to present a balanced and proportionate review of the development and performance of the Group during the period and its position as at 31 December 2023. Our review is consistent with the size and relatively noncomplex nature of our business. 
Within this period, at a headline level, the Group reported turnover of £15.8m, Gross Margin of £2.4m or 15.5%, Operating Loss of £1.0m, and an ‘adjusted Operating profit’ of £0.1m, the latter being the Group’s primary performance measure in line with the definition within the investment case model. 
The Group then incurred a further £0.6m of non-trading costs to arrive at a loss before tax of £1.7m. These include stewardship costs, interest on loan notes, and amortisation of goodwill, £0.5m of which were non-cash in the period.
The directors are satisfied with the performance of the Group during the period. This statement is made in the context of a particularly challenging market backdrop seen across import haulage in 2023, combined with upfront structural overhead investment made to build a strong foundation for future growth plans. Whilst these factors have inevitably impacted near term results, ultimately the Group remains optimistic, with clear strategic growth plans remaining in place, and ultimately performance will be measured over the medium term. The directors note that despite the short-term headwinds encountered, the Group still generated a marginal £0.1m ‘adjusted Operating profit’ in the period. 
One off costs will not recur in 2024, and Stewardship costs and Loan Note Interest will only be paid in cash after ensuring the Group retains healthy levels of trading liquidity. As such the Group’s liquidity is set to remain robust, and with the continued support of the Enact investment fund, SEA Transport remains well positioned for growth, particularly as market conditions improve. 

Page 1

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The Group's principal financial instruments are trade debtors and trade creditors arising directly from operations.  The Group's policy is to finance working capital through retained earnings and, where required, external finance facilities.  The directors believe the principal risks and uncertainties to be as follows:
Liquidity and cash flow risk
The Group is well supported by an established CID facility, which provides comfortable headroom for future trading, growth, and expansion. Forward looking cash flow and headroom positions are monitored regularly. 
Markets
Market conditions have been volatile in recent years, with COVID-19 and other world events driving more extreme peaks and troughs to trading. The Group maintains a healthy balance of owned trucks and employed drivers, to subcontractor resources. This ensures the Group does not carry unnecessary cost in weaker markets but can scale quickly when volumes are stronger. The Group regularly conducts sensitivity analysis on its forward-looking financial projections and ensures a range of market conditions can be managed appropriately. 
Fuel Price
Fuel prices have also been volatile over recent years. The Group operates a clear fuel surcharge mechanism with customers, to ensure impacts of volatile fuel pricing are minimised. 
Credit Risk
The Group regularly reviews its credit positions with customers. These positions are largely supported by credit insurance which significantly limits Group exposure to bad debts. The Group has a strong history on credit control, and bad debts have been extremely minimal over recent years. 
Customer Concentrations
The Group continues to provide best in class service to existing customers to ensure strong customer retention. The Group also continues to work hard to onboard new customers to ensure that reliance on any single existing customer is minimised. 

Financial and other key performance indicators
 
The directors measure the performance of the Group principally by the yardstick of an ‘adjusted operating profit’ measure in line with the definition within the investment case model. These numbers are presented above, and for the year ended 31 December 2023, we report an adjusted operating profit measure in the period of £0.1m. 
Elsewhere, the directors use a series of Key Performance Indicators (KPI’s), to monitor the development and efficiency of the business. Financially these measures include turnover, gross profit, and gross margin %, and operationally we also constantly monitor our asset utilisations, service levels, and adherence to industry compliance standards to underpin our O-license status. 
The directors are satisfied with performance in the period against these KPI, however these are not disclosed here due to their commercially sensitive nature. 

Page 2

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Going Concern

In determining the appropriate basis of preparation of the Annual Financial Statements, the directors are required to consider whether the Group can continue in operational existence for the foreseeable future, that is for at least 12 months from the date of signing this report. 
The directors make this assessment based on sensitised forward-looking cash headroom projections. The Group headroom positions as at December 2023 are robust, with the Group well supported by material capacity available within its CID facility, in addition to cash balances. Looking forward, with 2023 ‘one off’ costs removed, and flexibility on payments of Loan Note Interest and Stewardship costs, the directors are confident that even on low case trading scenarios, the Group will retain robust headroom positions over the coming 12-month period. 
The directors also acknowledge the current net liabilities position of the Group, but conclude this poses no immediate impact to the going concern status of the entity, due to the Group debt, namely the Loan Notes, not being repayable until October 2025, therefore outside of the 12-month period, and at which point the Group expects the Loan Notes to be renewed for a further period of time. The directors continue to monitor the situation in respect of the long-term financing of the Group. 
Based on these factors, and with the Group well supported by both our investors, and our banking partners, the directors are satisfied to continue to report on a Going Concern basis. 

Future Outlook

Despite short term profitability challenges from exceptional market conditions, and upfront structural investment, SEA Transport has made significant structural progress through 2023 across people, systems, and material customer additions. We now have a solid platform in place for the future, and indeed, revenues as we enter 2024 are on a strong growth trajectory, particularly after the acquisition of several material new customers toward the end of 2023. We continue to pursue our strategy of Multiport expansion and explore M&A opportunities which can accelerate this. 
There are no specific post balance sheet events to report at the time of accounts signing. 


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



F R Smith
Director

Date: 26 September 2024

Page 3

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the period ended 31 December 2023.

The Company was incorporated on 4 October 2022 as Project Accelerate Holdco Limited and changed its name to S E A Transport Holdings Limited on 21 November 2022.

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £1,756,818.

The Directors do not recommend the payment of a dividend.

Directors

The Directors who served during the period were:

A C Liljendahl (appointed 28 November 2022, resigned 20 August 2024)
C M Smith (appointed 19 July 2023)
F R Smith (appointed 19 July 2023)
F J Connolly (appointed 4 October 2022, resigned 29 May 2024)
T C Cormack (appointed 4 October 2022, resigned 29 May 2024)
P Lyon (appointed 21 October 2022, resigned 20 September 2023)
S A McAndrew (appointed 21 October 2022, resigned 5 May 2023)
R Preston (appointed 21 October 2022, resigned 6 March 2023)

Page 4

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Matters covered in the Group Strategic Report

Disclosures which have been included in the Strategic report of the Company include the principal activities of the Company, review of business performance, key performance indicators, principal risks and uncertainties, going concern, and future outlook narrative. These will not be duplicated in this Directors report.
Disclosures which have been included in the Strategic report of the Company are limited to the principal activity of the Company, and business performance comment. This is felt proportionate given the non-trading nature of the Company. 

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 and the Group'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 and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the period end.

Auditor

The auditor, Sumer Auditco Limitedwill 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.
 





F R Smith
Director

Date: 26 September 2024

Page 5

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

Opinion


We have audited the financial statements of S E A Transport Holdings Limited (formerly Project Accelerate Holdco Limited) (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the period 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 Group 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 Group's or the parent 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.


Page 6

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED) (CONTINUED)


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.


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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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.


Page 7

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED) (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO 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 Group 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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience and through discussions and enquiries of the Directors and management (as required by accounting standards), inspection of the Group's regulatory and legal correspondence and discussed with the Directors the policies and procedures regarding compliance with laws and regulations.  We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation.  We identified the following areas as most likely to have such an effect; health and safety, anti-bribery and corruption, human rights and employment law, GDPR and operator license regulations. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspect of relevant legal documentation, review of Board minutes, testing the appropriateness of journal entries and the performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud.


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 9

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO 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.





Steven Burgess FCA (Senior Statutory Auditor)
  
for and on behalf of
Sumer Auditco Limited
 
Statutory Auditor
  
Fitzroy House
Crown Street
Ipswich
Suffolk
IP1 3LG

30 September 2024
Page 10

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

15 months ended 31 December 2023
Note
£

  

Turnover
 4 
15,787,375

Cost of sales
  
(13,338,322)

Gross profit
  
2,449,053

Administrative expenses
  
(3,563,915)

Other operating income
 5 
150,045

Operating (loss)
 6 
(964,817)

Interest receivable and similar income
 10 
8,897

Interest payable and similar expenses
 11 
(867,359)

(Loss) before tax
  
(1,823,279)

Tax on (loss)
 12 
66,461

(Loss) for the financial period
  
(1,756,818)

Profit for the year attributable to:
  

Owners of the parent company
  
1,756,818

  
1,756,818

There were no recognised gains and losses for the period from 4 October 2022 to 31 December 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2023.

The notes on pages 20 to 45 form part of these financial statements.

Page 11

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
REGISTERED NUMBER: 14397689

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Intangible assets
 13 
2,293,383

Tangible assets
 14 
2,877,661

  
5,171,044

Current assets
  

Stocks
 16 
59,265

Debtors: amounts falling due within one year
 17 
2,129,214

Cash at bank and in hand
 18 
391,540

  
2,580,019

Creditors: amounts falling due within one year
 19 
(3,149,367)

Net current (liabilities)
  
 
 
(569,348)

Total assets less current liabilities
  
4,601,696

Creditors: amounts falling due after more than one year
 20 
(5,950,135)

Provisions for liabilities
  

Deferred tax
 23 
(310,261)

Other provisions
 24 
(93,000)

  
 
 
(403,261)

Net (liabilities)
  
(1,751,700)


Capital and reserves
  

Called up share capital 
 25 
118

Share premium account
 26 
5,000

Profit and loss account
 26 
(1,756,818)

Equity attributable to owners of the Parent Company
  
(1,751,700)


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




F R Smith
Director

Date: 26 September 2024

The notes on pages 20 to 45 form part of these financial statements.
Page 12

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
REGISTERED NUMBER: 14397689
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023


Page 13

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
REGISTERED NUMBER: 14397689

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 15 
407,944

  
407,944

Current assets
  

Debtors: amounts falling due within one year
 17 
2,448

  
2,448

Creditors: amounts falling due within one year
 19 
(807,628)

Net current (liabilities)
  
 
 
(805,180)

Total assets less current liabilities
  
(397,236)

  

  

Net (liabilities)
  
(397,236)


Capital and reserves
  

Called up share capital 
 25 
118

Share premium account
 26 
5,000

Loss for the period
  
(402,354)

Profit and loss account carried forward
 26 
(402,354)

  
(397,236)


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




F R Smith
Director

Date: 26 September 2024

The notes on pages 20 to 45 form part of these financial statements.

Page 14

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(1,756,818)
(1,756,818)
(1,756,818)
Total comprehensive income for the period
-
-
(1,756,818)
(1,756,818)
(1,756,818)


Contributions by and distributions to owners

Shares issued during the period
118
5,000
-
5,118
5,118


At 31 December 2023
118
5,000
(1,756,818)
(1,751,700)
(1,751,700)

The notes on pages 20 to 45 form part of these financial statements.

Page 15

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(402,354)
(402,354)
Total comprehensive income for the period
-
-
(402,354)
(402,354)


Contributions by and distributions to owners

Shares issued during the period
118
5,000
-
5,118


At 31 December 2023
118
5,000
(402,354)
(397,236)

The notes on pages 20 to 45 form part of these financial statements.

Page 16

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023

4 October 2022 to 31 December 2023
£

Cash flows from operating activities

(Loss)/profit for the financial period
(1,756,818)

Adjustments for:

Amortisation of intangible assets
302,900

Depreciation of tangible assets
906,870

Loss on disposal of tangible assets
11,570

Interest paid
867,359

Interest received
(8,897)

Taxation charge
(66,461)

Decrease in stocks
16,485

Decrease in debtors
183,509

Increase in creditors
88,965

(Decrease)/increase in provisions
(19,500)

Corporation tax paid
(27,299)

Net cash generated from operating activities

498,683


Cash flows from investing activities

Purchase of tangible fixed assets
(732,911)

Sale of tangible fixed assets
104,006

Net cash outflow on acquisition of subsidiaries (see note 27)
(3,442,437)

Interest received
8,897

Finance lease and hire purchase interest paid
(117,260)

Net cash from investing activities

(4,179,705)

Cash flows from financing activities

Issue of ordinary shares
5,118

Repayment of loans
(46,667)

Other new loans
4,011,289

Repayment of finance lease and hire purchase liabilities
(196,796)

Interest paid
(750,099)

Net cash used in financing activities
3,022,845

Net (decrease)/increase in cash and cash equivalents
(658,177)

Cash and cash equivalents at the end of period
(658,177)

Page 17

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

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


2023

£


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
391,540

Bank overdrafts
(1,049,717)

(658,177)


The notes on pages 20 to 45 form part of these financial statements.

Page 18

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023





Cash flows
Acquisition and disposal of subsidiaries
New finance leases
At 31 December 2023
£

£

£

£

Cash at bank and in hand

(1,503,888)

1,895,428

-

391,540

Bank overdrafts

350,204

(1,399,921)

-

(1,049,717)

Debt due after 1 year

(4,011,289)

(53,333)

-

(4,064,622)

Debt due within 1 year

46,667

(86,667)

-

(40,000)

Finance leases

196,796

(1,537,388)

(1,097,539)

(2,438,131)


(4,921,510)
(1,181,881)
(1,097,539)
(7,200,930)

The notes on pages 20 to 45 form part of these financial statements.

Page 19

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

S E A Transport Holdings Limited (the "Company") is a private company limited by shares and incorporated in England and Wales.  The registered office address is Office at 82 Shed, Dock Road, Felixstowe, Suffolk, IP11 3BW.  The principal activity of the Company is that of Group management services and an investment holding company.  The principal activity of the Group is that of freight transport by road.
The Company was incorporated on 4 October 2022 and the financial statements are prepared to 31 December 2023.
The Company's functional and presentational currency is Sterling (£).

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

The Parent Company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12.  The disclosure exemption from preparing a separate Parent Company statement of cash flows has been applied.

Page 20

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

In determining the appropriate basis of preparation of the Annual Financial Statements, the directors are required to consider whether the Group can continue in operational existence for the foreseeable future, that is for at least 12 months from the date of signing this report. 
The directors make this assessment based on sensitised forward-looking cash headroom projections. The Group headroom positions as at December 2023 are robust, with the Group well supported by material capacity available within its CID facility, in addition to cash balances. Looking forward, with 2023 ‘one off’ costs removed, and flexibility on payments of Loan Note Interest and Stewardship costs, the directors are confident that even on low case trading scenarios, the Group will retain robust headroom positions over the coming 12-month period. 
The directors also acknowledge the current net liabilities and net liabilities position of the Group, but conclude this poses no immediate impact to the going concern status of the entity, due to the Group debt, namely the Loan Notes, not being repayable until October 2025, therefore outside of the 12-month period, and at which point the Group expects the Loan Notes to be renewed for a further period of time. The directors continue to monitor the situation in respect of the long-term financing of the Group. 
Based on these factors, and with the Group well supported by both our investors, and our banking partners, the directors are satisfied to continue to report on a Going Concern basis.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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.

 
2.5

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 21

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Interest income

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

 
2.8

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.

 
2.9

Borrowing costs

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

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 22

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the period 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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

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

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

 Amortisation is provided on the following bases:

Goodwill
-
10%
Straight line

Page 23

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance or straight line basis.


Depreciation is provided on the following basis:

Short-term leasehold property
-
Over the lease term
Plant and machinery
-
Over 3 or 5 years straight line, 20% or 25% reducing balance
Motor vehicles
-
Over 2, 3, 4 or 5 years straight line
Fixtures and fittings
-
Over 2 or 3 years straight line
Computer equipment
-
Over 1, 2 or 3 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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

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.

Page 24

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

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 Consolidated 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 Group's cash management.

 
2.18

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.

 
2.19

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.

 
2.20

Financial instruments

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

Financial instruments are recognised in the Group's Balance Sheet when the Group 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 Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 
Page 25

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)


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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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 payments 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.

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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

Page 26

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for income and expenditure during the period.  However, the nature of estimation means that actual outcomes could differ from those estimates.  The critical judgements and key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are mentioned below:
Valuation of Goodwill
The Directors have considered whether there are indicators of impairment of the acquired goodwill.  Factors taken into consideration in reaching such a decision include the economic viability and expected future performance of the Group.  
Valuation of Fixed asset investment
In determining whether there are indicators of impairment of the Company's investment in S E A Transport Investments Limited, the Directors have taken into consideration both internal and external sources of information in reaching such a decision including the economic viability and expected future financial performance of the investment.
Useful economic life of Tangible fixed assets 
The useful economic life of tangible fixed assets is based on estimates made by the Directors.  These are reviewed annually for any revisions needed.
Recognition of Deferred tax asset
The Directors have made the judgment not to recognise a net deferred tax asset due to there being uncertainty over the timing and extent of its utilisation.
Dilapidation provision
Details are provided in note 24 to the financial statements.


4.


Turnover

An analysis of turnover by class of business is as follows:


4 October 2022 to 31 December 2023
£

Containers
10,401,275

Distribution
3,925,094

Warehouse
1,461,006

15,787,375


All turnover arose within the United Kingdom.

Page 27

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Other operating income

4 October 2022 to 31 December 2023
£

Net rents receivable
150,045

150,045



6.


Operating (loss)/profit

The operating (loss) is stated after charging:

4 October 2022 to 31 December 2023
£

Depreciation on tangible fixed assets
906,870

Hire of vehicles and trailers
487,043

Other operating lease rentals
496,407

(Profit)/loss on disposal of tangible fixed assets
11,570

Amortisation of intangible fixed assets
302,900


7.


Auditor's remuneration

During the period, the Group obtained the following services from the Company's auditor:


4 October 2022 to 31 December 2023
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
3,000

Fees payable to the Company's auditor in respect of:

The auditing of accounts of subsidiaries of the Company
16,000

Taxation compliance services
3,580

Page 28

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Employees

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


Group
Company
4 October 2022 to 31 December 2023
4 October 2022 to 31 December 2023
£
£


Wages and salaries
2,920,292
710,687

Social security costs
246,856
13,155

Cost of defined contribution scheme
50,567
5,698

3,217,715
729,540


The average monthly number of employees, including the Directors, during the period was as follows:



Group
Company
4 October 2022 to 31 December 2023
4 October 2022 to 31 December 2023
            No.
            No.







Administration
11
-



Drivers
34
-



Warehouse
13
-



Directors
5
5

63
5

Page 29

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Directors' remuneration

4 October 2022 to 31 December 2023
£

Directors' emoluments
526,303

Group contributions to defined contribution pension schemes
3,673

529,976


During the period retirement benefits were accruing to 5 Directors in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £131,385.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,211.

The total key management personnel compensation (including directors) for the period ended 31 December 2023 was £833,707.


10.


Interest receivable

4 October 2022 to 31 December 2023
£


Other interest receivable
8,897

8,897

Page 30

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Interest payable and similar expenses

4 October 2022 to 31 December 2023
£


Bank interest payable
86,135

Other loan interest payable
663,964

Finance leases and hire purchase contracts
117,260

867,359


12.


Taxation


4 October 2022 to 31 December 2023
£



Total current tax
-

Deferred tax


Origination and reversal of timing differences
(66,461)

Total deferred tax
(66,461)


Tax on (loss)
(66,461)
Page 31

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 22.78% as set out below:

4 October 2022 to 31 December 2023
£


(Loss)/profit on ordinary activities before tax
(1,823,279)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.78%
(415,343)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,378

Income not taxable
(317)

Adjustments to tax charge in respect of prior periods
(15,450)

Difference from change in tax rate
7,148

Unrelieved tax losses carried forward
354,123

Total tax charge for the period
(66,461)


Factors that may affect future tax charges

The Group has estimated corporation tax losses amounting to £2,311,139 available to carry forward and offset against future trading profits.
The Company has estimated corporation tax losses amounting to £402,354 available to carry forward and offset against future trading profits.
The Company has not recognised a deferred tax asset due to there being uncertainty over the timing and extent of its utilisation.

Page 32

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.


Intangible assets

Group and Company




Goodwill

£



Cost


Additions
2,596,283



At 31 December 2023

2,596,283



Amortisation


Charge for the period
302,900



At 31 December 2023

302,900



Net book value



At 31 December 2023
2,293,383



Page 33

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.


Tangible fixed assets

Group






Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


Additions
11,239
46,068
1,727,605
-
45,538
1,830,450


Acquisition of subsidiary
3,859
324,831
1,713,658
1,833
25,476
2,069,657


Disposals
-
(14,582)
(160,718)
-
-
(175,300)



At 31 December 2023

15,098
356,317
3,280,545
1,833
71,014
3,724,807



Depreciation


Charge for the period
2,382
101,540
763,615
1,833
37,500
906,870


Disposals
-
(5,386)
(54,338)
-
-
(59,724)



At 31 December 2023

2,382
96,154
709,277
1,833
37,500
847,146



Net book value



At 31 December 2023
12,716
260,163
2,571,268
-
33,514
2,877,661

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


2023
£



Plant and machinery
234,922

Motor vehicles
2,394,136

2,629,058

Page 34

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
407,944



At 31 December 2023
407,944





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

S E A Transport Investments Limited
Office At 82 Shed, Dock Road, Felixstowe, Suffolk, United Kingdom, IP11 3BW
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

S E A Transport Investments Limited
(663,963)
(663,964)


Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

S E A Transport Limited
Office At 82 Shed, Dock Road, Felixstowe, Suffolk, United Kingdom, IP11 3BW
Ordinary
100%

Page 35

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Indirect subsidiary undertaking (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

S E A Transport Limited
924,060
(397,898)


16.


Stocks

Group
2023
£

Raw materials and consumables
59,265

59,265



17.


Debtors

Group
Company
2023
2023
£
£


Trade debtors
1,731,893
-

Other debtors
183,977
9

Prepayments and accrued income
213,344
2,439

2,129,214
2,448


Included within other debtors are rent deposits amounting to £29,971, which are subject to a legal charge in the event of default.
Trade debtors are subject to an invoice discounting financing agreement.


18.


Cash and cash equivalents

Group
2023
£

Cash at bank and in hand
391,540

Less: bank overdrafts
(1,049,717)

(658,177)


Page 36

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due within one year

Group
Company
2023
2023
£
£

Bank overdrafts
1,049,717
-

CBILS bank loans
40,000
-

Trade creditors
737,684
-

Amounts owed to group undertakings
-
747,545

Other taxation and social security
180,615
26,430

Obligations under finance lease and hire purchase contracts
552,618
-

Other creditors
96,442
3,653

Accruals and deferred income
492,291
30,000

3,149,367
807,628


Details of security provided is given in the following note.


20.


Creditors: Amounts falling due after more than one year

Group
2023
£

CBILS bank loans
53,333

Other loans
4,011,289

Net obligations under finance leases and hire purchase contracts
1,885,513

5,950,135


Included in bank overdrafts is £1,049,717 due to the sales financing company which is secured on the debts to which it relates.
The CBILS bank loan of £93,333 is unsecured.
Obligations under finance leases and hire purchase contracts of £2,438,131 are secured on the assets to which they relate.
Other loans are secured by a debenture, containing a fixed and floating charge over the property and undertakings of the Company.

Page 37

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

21.


Loans


Analysis of the maturity of loans is given below:


Group
2023
£

Amounts falling due within one year

CBILS bank loans
40,000

Amounts falling due 1-2 years

CBILS bank loans
53,333

Amounts falling due 2-5 years

Other loans
4,011,289


4,104,622



22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
2023
£

Within one year
700,849

Between 1-5 years
1,917,304

2,618,153


23.


Deferred taxation


Group



2023


£






Charged to profit or loss
66,461


Arising on acquisition of subsidiary
(376,722)



At end of year
(310,261)

Page 38

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
23.Deferred taxation (continued)







The deferred taxation balance is made up as follows:

Group
2023
£

Accelerated capital allowances
(669,419)

Tax losses carried forward
355,737

Pension surplus
3,421

(310,261)

Page 39

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

24.


Provisions


Group



Dilapidation provision

£





Arising on acquisition of subsidiary
112,500


Released in period
(19,500)



At 31 December 2023
93,000

The dilapidation provision is management's best estimate of the potential costs that may be incurred at the end of the property leases to return the properties to their original state.


25.


Share capital

2023
£
Allotted, called up and fully paid


100,000 Ordinary A shares of £0.001 each
100
5,884 Ordinary B1 shares of £0.001 each
6
11,764 Ordinary B2 shares of £0.001 each
12

118


100 Ordinary shares were issued at par on incorporation.
On 21 October 2022 a consolidation of shares took place changing the share structure to 100,000 Ordinary shares of £0.001 per share.  They also changed the name of the shares from Ordinary shares to Ordinary A shares.
On 21 October 2022, the company allotted 9,412 Ordinary B2 shares and 5,884 Ordinary B1 shares at £0.001 per share.  
On 31 October 2023, the company allotted a further 2,352 Ordinary B2 shares at £0.001 per share.

Page 40

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

26.


Reserves

Share premium account

The share Premium Account includes the premium on issue of equity shares, less issue costs.

Profit and loss account

The Profit and Loss account reserve the Company's cumulative profits and losses less dividends paid.  The reserve is available for distribution to the shareholder.


27.
 

Acquisitions

On 21 October 2022, S E A Transport Holdings Limited's subsidiary company S E A Transport Investments Limited acquired 100% of the issued Share Capital of S E A Transport Limited.  The investment has been included in the Company's balance sheet at its purchase price at the date of acquisition.

Acquisition of S E A Transport Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
2,069,657
-
2,069,657

2,069,657
-
2,069,657

Current Assets

Stocks
75,750
-
75,750

Debtors
2,312,723
-
2,312,723

Cash at bank and in hand
1,895,428
-
1,895,428

Total Assets
6,353,558
-
6,353,558

Creditors

Due within and after one year including provisions
(5,051,974)
40,077
(5,011,897)

Total Identifiable net assets
1,301,584
40,077
1,341,661


Goodwill
2,596,283

Total purchase consideration
3,937,944

Page 41

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

27.Acquisitions (continued)

Consideration

£


Cash
3,937,944

Total purchase consideration
3,937,944

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
3,500,000

Directly attributable costs
437,944

3,937,944

Less: Cash and cash equivalents acquired
(495,507)

Net cash outflow on acquisition
3,442,437

The goodwill arising on acquisition is attributable to the difference between the purchase price and the fair value of the identifiable assets and liabilities acquired.  The Directors consider that there were no contractual identifiable assets at the date of acquisition.  The goodwill has been capitalised and will be amortised over the period in which the Directors expect the Group to benefit from future cash inflows, being 10 years.

The results of S E A Transport Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
15,787,375

(Loss) for the period since acquisition
(387,600)


28.


Contingent liabilities

The Company is subject to a cross guarantee with S E A Transport Limited and S E A Transport Investments Limited (together, the "Group"). All of the freehold and leasehold property and all intellectual property rights of the company are secured against this debt.  The total amount owed by the Group at 31 December 2023 is £4,099,900.

Page 42

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

29.


Capital commitments




At 31 December 2023 the Group and Company had capital commitments as follows:


Group
2023
£

Contracted for but not provided in these financial statements
7,740

7,740


30.


Pension commitments

The Group operates a defined contribution 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 Group to the fund and amounted to £50,567.  Contributions amounting to £10,443 were payable to the scheme at the balance sheet date and are included in other creditors.

Page 43

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

31.


Commitments under operating leases

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


Group
2023
£

Not later than 1 year
931,498

Later than 1 year and not later than 5 years
3,220,073

Later than 5 years
282,199

4,433,770

32.


Related party transactions

All related party transactions between the Company and other wholly owned group members are eliminated on consolidation.  Advantage has been taken of the FRS 102 exemption not to disclose these Group related party transactions.
During the year the Group made sales of £714 to Abingdon Storage Limited, a company that P Lyon is director of. At 31 December 2023, the Group was owed £NIL by Abingdon Storage Limited.  
During the year the Group made sales of £2,859 to Abingdon Holdings Limited, a company that P Lyon is director of. At 31 December 2023, the Group was owed £18,449 by Abingdon Holdings Limited.
During the year the Group made purchases of £7,671 from The Road Transport Consultancy Limited, a company that P Lyon is director of. At 31 December 2023, the Group was owed £810 from The Road Transport Consultancy Limited.
During the year the Group made purchases of £1,800 from McAndrew Transport Services Limited, a company that S McAndrew is director of. 
During the year the Group made sales of £1,336 and purchases of £24,146 from CCL Cleaning Services Limited, a company that C M Smith is a director of. At 31 December 2023, the Group owed £NIL to CCL Cleaning Services Limited.
At 31 December 2023 the Group owes £4,011,289 by way of loan notes, which are repayable on the third anniversary from their issue, and incur interest at 8% plus the base rate of the Bank of England.  The principal amount is £4,099,900 (the difference being the arrangement fee).  This amount is split between two parties: Enact III LLP £3,074,925 and Enact III Co-investment LP £1,024,975.  Both of these entities are shareholders in S E A Transport Holdings Limited.
The total key management personnel compensation (including directors) for the year ended 31 December 2023 was £915,295.
Family members of a Director are employed by the company with an annual salary amounting to £131k.

Page 44

 
S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

33.


Controlling party

The ultimate controlling party is Enact III (GP) LP, acting as General Partner to Enact III LP and Enact III Co-investment LP.

Page 45