Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312024-05-292024-05-292024-05-292024-05-292023-05-052024-05-292024-05-292023-05-052023-12-31true2022-10-05truetruetruetruefalseintermediate holding company5truefalsefalse 14399060 2022-10-04 14399060 2022-10-05 2023-12-31 14399060 2022-01-01 2022-10-04 14399060 2023-12-31 14399060 c:Director1 2022-10-05 2023-12-31 14399060 c:Director1 2023-12-31 14399060 c:Director2 2022-10-05 2023-12-31 14399060 c:Director2 2023-12-31 14399060 c:Director3 2022-10-05 2023-12-31 14399060 c:Director3 2023-12-31 14399060 c:Director4 2022-10-05 2023-12-31 14399060 c:Director4 2023-12-31 14399060 c:Director5 2022-10-05 2023-12-31 14399060 c:Director5 2023-12-31 14399060 c:Director6 2022-10-05 2023-12-31 14399060 c:Director6 2023-12-31 14399060 c:Director7 2022-10-05 2023-12-31 14399060 c:Director7 2023-12-31 14399060 c:Director8 2022-10-05 2023-12-31 14399060 c:Director8 2023-12-31 14399060 c:Director9 2022-10-05 2023-12-31 14399060 c:Director9 2023-12-31 14399060 c:Director10 2022-10-05 2023-12-31 14399060 c:Director10 2023-12-31 14399060 c:RegisteredOffice 2022-10-05 2023-12-31 14399060 d:CurrentFinancialInstruments 2023-12-31 14399060 d:Non-currentFinancialInstruments 2023-12-31 14399060 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 14399060 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 14399060 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-12-31 14399060 d:ShareCapital 2022-10-05 2023-12-31 14399060 d:ShareCapital 2023-12-31 14399060 d:RetainedEarningsAccumulatedLosses 2022-10-05 2023-12-31 14399060 d:RetainedEarningsAccumulatedLosses 2023-12-31 14399060 c:OrdinaryShareClass1 2022-10-05 2023-12-31 14399060 c:OrdinaryShareClass1 2023-12-31 14399060 c:FRS102 2022-10-05 2023-12-31 14399060 c:Audited 2022-10-05 2023-12-31 14399060 c:FullAccounts 2022-10-05 2023-12-31 14399060 c:PrivateLimitedCompanyLtd 2022-10-05 2023-12-31 14399060 d:Subsidiary1 2022-10-05 2023-12-31 14399060 d:Subsidiary1 1 2022-10-05 2023-12-31 14399060 6 2022-10-05 2023-12-31 14399060 e:PoundSterling 2022-10-05 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 14399060










S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO 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 5 October 2022, resigned 29 May 2024)
T C Cormack (appointed 5 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
14399060



Registered office
Office at 82 Shed
Dock Road

Felixstowe

Suffolk

United Kingdom

IP11 3BW




Independent auditor
Sumer Auditco Limited

Fitzroy House

Crown Street

Ipswich

Suffolk

IP1 3LG





 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Independent Auditor's Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 20


 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their Strategic Report and the audited financial statements for the period ended 31 December 2023.

Principal Activity
 
S E A Transport Investments Limited (the “Company”) is part of the wider SEA Transport Group (the “Group”), consolidated at S E A Transport Holdings Limited, and collectively known as “SEA Transport”.
The principal activity of the Company is as a non-trading holding company, which serves the purpose of managing the Group Loan Note instruments. 
S E A Transport Investments Limited’s immediate parent undertaking is S E A Transport Holdings Limited.
  
For wider context on the Group, please refer to the Strategic Report within the S E A Transport Holdings Limited accounts.

Review of Business Performance and future events
 
The Company's accounting period, as presented in these accounts, covers a period from 5 October 2022 to 31 December 2023.  
Within this period, at a headline level, the Company reported a net loss before tax of £0.664m, which reflects Interest charges in relation to Loan Note instruments. 
The only KPI utilised by the directors is loss before tax which was £663,964 for the period, in line with the directors expectations.
The directors are satisfied with the performance of the Company, which is as expected given its non-trading nature. 
In determining the appropriate basis of preparation of the Annual Financial Statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future, that is for at least 12 months from the date of signing these Annual Financial Statements.  The Company relies on the provision of cash from other companies in the Group in order to meet its liabilities as they fall due.  The directors have therefore considered the Group as a whole in concluding on the appropriate basis of preparation for the Company.


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



F R Smith
Director

Date: 26 September 2024

Page 1

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

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

The Company was incorporated on 5 October 2022 as Project Accelerate Bidco Limited and changed its name to S E A Transport Investments Limited on 21 November 2022.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the audited financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare audited financial statements for each financial year. Under that law the Directors have elected to prepare the audited 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 audited 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 audited 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 audited 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 audited 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.

Results and dividends

The loss for the period, after taxation, amounted to £663,964.

The directors do not recommend 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 5 October 2022, resigned 29 May 2024)
T C Cormack (appointed 5 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 2

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

Qualifying Third Party Indemnity Provisions

The directors of the Company have the benefit of a directors and officers insurance policy which was made during the year, and is in place at the date of this report and covers all subsidiary companies.

Matters covered in the 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. 
The Strategic report of the Group can be found in the annual accounts of the ultimate parent company S E A Transport Holdings Limited. 

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.

Auditor

Under section 487(2) of the Companies Act 2006Sumer Auditco Limited will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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

Opinion


We have audited the financial statements of S E A Transport Investments Limited (formerly Project Accelerate Bidco Limited) (the 'Company') for the period ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, 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 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 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.


Page 4

 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO 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 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 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 2, 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

 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO 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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the Directors (as required by auditing standards), inspection of the Company'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 Company 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 Company 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 those most likely to have such an effect; GDPR, anti-bribery and corruption, human rights and employment law.  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 as to whether the company complies with such regulations; enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, 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 6

 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO 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 7

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

15 months ended
31 December
2023
Note
£

  

Interest payable and similar expenses
 6 
(663,964)

(Loss) before tax
  
(663,964)

(Loss) for the financial period
  
(663,964)

There were no recognised gains and losses for 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023.

The notes on pages 11 to 20 form part of these financial statements.

Page 8

 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)
REGISTERED NUMBER: 14399060

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 8 
3,500,000

  
3,500,000

Current assets
  

Debtors: amounts falling due within one year
 9 
454,901

  
454,901

Creditors: amounts falling due within one year
 10 
(607,575)

Net current (liabilities)
  
 
 
(152,674)

Total assets less current liabilities
  
3,347,326

Creditors: amounts falling due after more than one year
  
(4,011,289)

  

Net (liabilities)
  
(663,963)


Capital and reserves
  

Called up share capital 
  
1

Profit and loss account
  
(663,964)

Shareholders' funds
  
(663,963)


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 11 to 20 form part of these financial statements.

Page 9

 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(663,964)
(663,964)
Total comprehensive income for the period
-
(663,964)
(663,964)

Shares issued on incorporation
1
-
1


At 31 December 2023
1
(663,964)
(663,963)

The notes on pages 11 to 20 form part of these financial statements.

Page 10

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

1.


General information

S E A Transport Investments Limited (the "Company") is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006.  The company's registered number and registered office address can be found on the Company Information page.
The nature of the Company's principal activities are set out in the Director's Report.
The Company was incorporated on 5 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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of S E A Transport Holdings Limited as at 31 December 2023 and these financial statements may be obtained from the Registrar of Companies.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate and ultimate parent undertaking established under UK law and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 11

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

2.Accounting policies (continued)

 
2.4

Going concern

In determining the appropriate basis of preparation of the Annual Financial Statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future, that is for at least 12 months from the date of signing this report.  The Company relies on the provision of cash from other companies in the Group in order to meet its liabilities as they fall due.  The directors have therefore considered the Group as a whole in concluding on the appropriate basis of preparation for the Company.
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, the directors are confident that even on low case trading scenarios, the Group will retain robust headroom positions over the coming 12-month period.
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. 

 
2.5

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.

 
2.6

Borrowing costs

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

 
2.7

Taxation

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 operates and generates 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; 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 balance sheet date.

Page 12

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

2.Accounting policies (continued)

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

At each reporting date the Company assesses whether there is any indication of impairment.  If such indication exists, the recoverable amount of the asset is determined.  An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.10

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.

 
2.11

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.

Financial instruments are recognised in the Company's Balance Sheet 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.

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

2.Accounting policies (continued)


2.11
Financial instruments (continued)

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.

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.

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.

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S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO 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

In the application of the Company's accounting policies, the Directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources.  The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.  Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in a period of revision and future periods where the revision affects both current and future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a high risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are mentioned below:
Valuation of fixed asset investment
In determining whether there are indicators of impairment of the Company's investment in S E A Transport 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.
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.


4.


Auditor's remuneration



The auditor's remuneration will be borne by the Company's subsidiary undertaking, S E A Transport Limited, without right of recharge.  The audit fee for the period ended 31 December 2023 is £2,000.




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

5.


Employees




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


  15 months ended
     31 December
        2023
            No.






Directors
5

The Company has no employees other than Directors, who did not receive any remuneration for their qualifying services in the period.


6.


Interest payable and similar expenses

15 months ended
31 December
2023
£


Other loan interest payable
663,964

663,964


7.


Taxation


15 months ended
31 December
2023
£



Total current tax
-

Total deferred tax
 
-


Tax on (loss)
-
Page 16

 
S E A TRANSPORT INVESTMENTS LIMITED (FORMERLY PROJECT ACCELERATE BIDCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
7.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 22.78% as set out below:

15 months ended
31 December
2023
£


(Loss) on ordinary activities before tax
(663,964)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.78%
(151,251)

Effects of:


Tax rate changes
(14,740)

Short-term timing difference leading to an increase (decrease) in taxation
34,231

Unrelieved tax losses carried forward
131,760

Total tax charge for the period
-


Factors that may affect future tax charges

The Company has estimated corporation tax losses of £527,039 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 17

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

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
3,500,000



At 31 December 2023
3,500,000





Subsidiary undertaking


The following was a 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, IP11 3 BW
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:


Aggregate of share capital and reserves
(Loss)

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


9.


Debtors

2023
£


Amounts owed by group undertakings
454,901

454,901


Page 18

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

10.


Creditors: Amounts falling due within one year

2023
£

Amounts owed to group undertakings
470,650

Accruals and deferred income
136,925

607,575



11.


Creditors: Amounts falling due after more than one year

2023
£

Other loans
4,011,289

4,011,289


Other loans are secured by a debenture, containing a fixed and floating charge over the property and undertakings of the Company.
Other loans consists of a £4,099,900 loan, less £88,611 arrangement fee.


12.


Loans


Analysis of the maturity of loans is given below:


2023
£



Amounts falling due 2-5 years

Other loans
4,011,289


4,011,289



13.


Share capital

2023
£
Allotted, called up and fully paid


1 Ordinary share of £1.00
1


The Ordinary Share was issued on incorporation of the Company.

Page 19

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

14.


Reserves

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses.


15.


Related party transactions

The Company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the S E A Transport Holdings Limited Group.
At 31 December 2023 the company 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.


16.


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.
The immediate parent undertaking and the smallest and largest group to consolidate these financial statements is S E A Transport Holdings Limited.
The consolidated financial statements for the S E A Transport Holdings Limited Group are available from the Registrar of Companies.

 
Page 20