MERMAID SUBSEA SERVICES (UK) LIMITED
SC653829
DIRECTORS' REPORT
AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MERMAID SUBSEA SERVICES (UK) LIMITED
COMPANY INFORMATION
Directors
Phiboon Buakhunngamcharoen
Scott Cormack
Chalermchai Mahagitsiri
Abrar Ahmad Sial
Paul Whiley
Company number
SC653829
Registered office
Pavilion 11
Kingshill Business Park
Venture Drive
Westhill
Aberdeenshire
AB32 6FL
Business address
Pavilion 11
Kingshill Business Park
Venture Drive
Westhill
Aberdeenshire
AB32 6FL
Auditor
Hall Morrice LLP
6 & 7 Queens Terrace
Aberdeen
AB10 1XL
Bankers
HSBC Bank PLC
60 Queen Victoria Street
London
EC4N 4TR
MERMAID SUBSEA SERVICES (UK) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 18
MERMAID SUBSEA SERVICES (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their report and audited financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of the provision of subsea engineering services.
Results and dividends
The results for the year are set out on page 6.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Phiboon Buakhunngamcharoen
Scott Cormack
Chalermchai Mahagitsiri
Abrar Ahmad Sial
Paul Whiley
Auditor
In accordance with the company's articles, a resolution proposing that Hall Morrice LLP be reappointed as auditor of the company will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Strategic report
The company has taken the exemption under section 414B of the Companies Act 2006 from the requirement to prepare a Strategic report for the financial year.
MERMAID SUBSEA SERVICES (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Abrar Ahmad Sial
Director
8 October 2024
MERMAID SUBSEA SERVICES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MERMAID SUBSEA SERVICES (UK) LIMITED
- 3 -
Opinion
We have audited the financial statements of Mermaid Subsea Services (UK) Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Directors' report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Directors' report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has been prepared in accordance with applicable legal requirements.
MERMAID SUBSEA SERVICES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MERMAID SUBSEA SERVICES (UK) LIMITED
- 4 -
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 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the company is not entitled to claim exemption in preparing a Strategic report due to it being a member of an ineligible group.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, as set out in the Directors' report, 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.
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 as detailed below.
In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:
Ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;
Identified the laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector;
Focused on the specific laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance regulations;
Focused on the specific laws and regulations we consider may have an indirect effect on the financial statements that are central to the entity's ability to trade including those relating to health & safety;
Reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations;
Made enquiries of management and inspected legal correspondence; and
Ensured the engagement team remained alert to instances of non-compliance throughout the audit.
MERMAID SUBSEA SERVICES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MERMAID SUBSEA SERVICES (UK) LIMITED
- 5 -
In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:
Obtained an understanding of the entity’s operations, including the nature of its revenue sources and of its objectives and strategies, to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in risk of material misstatement;
Obtained an understanding of the internal controls in place to mitigate risks of irregularities, including fraud;
Vouched balances and reconciling items in key control account reconciliations to supporting documentation;
Carried out detailed testing, on a sample basis, to verify the completeness, occurrence, existence and accuracy of transactions and balances;
Carried out detailed testing to verify the completeness, validity, existence and accuracy of income including cut-off testing and ensuring income recognition is in line with stated accounting policies;
Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;
Tested journal entries to identify any unusual transactions;
Performed analytical procedures to identify any significant or unusual transactions;
Investigated the business rationale behind any significant or unusual transactions; and
Evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates.
We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.
Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Robert J C Bain MA CA CTA
Senior Statutory Auditor
For and on behalf of Hall Morrice LLP
Statutory Auditor
Aberdeen
8 October 2024
MERMAID SUBSEA SERVICES (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2021
Notes
£
£
Turnover
3
1,035,103
9,594,645
Cost of sales
(1,056,581)
(8,992,232)
Gross (loss)/profit
(21,478)
602,413
Administrative expenses
(1,324,141)
(876,287)
Loss before taxation
(1,345,619)
(273,874)
Tax on loss
7
Loss for the financial year
(1,345,619)
(273,874)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
MERMAID SUBSEA SERVICES (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
8
18,293
17,869
Current assets
Debtors
9
655,557
4,731,945
Cash at bank and in hand
997,408
1,320,022
1,652,965
6,051,967
Creditors: amounts falling due within one year
10
(3,623,785)
(6,676,744)
Net current liabilities
(1,970,820)
(624,777)
Net liabilities
(1,952,527)
(606,908)
Capital and reserves
Called up share capital
12
100,000
100,000
Profit and loss reserves
14
(2,052,527)
(706,908)
Total equity
(1,952,527)
(606,908)
The financial statements were approved by the board of directors and authorised for issue on 8 October 2024 and are signed on its behalf by:
Abrar Ahmad Sial
Director
Company Registration No. SC653829
MERMAID SUBSEA SERVICES (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
100,000
(433,034)
(333,034)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(273,874)
(273,874)
Balance at 31 December 2022
100,000
(706,908)
(606,908)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(1,345,619)
(1,345,619)
Balance at 31 December 2023
100,000
(2,052,527)
(1,952,527)
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
1
Accounting policies
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
from preparing a Statement of Cash Flows under the requirements of FRS 102 Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17(d);
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel
not to disclose details of transactions and balances with other members of the roup.
Mermaid Subsea Services (UK) Limited are a wholly owned subsidiary of Mermaid Subsea Services (Thailand) Limited and the results of Mermaid Subsea Services (UK) Limited are included in the consolidated accounts of Mermaid Maritime Plc, a company incorporated in Singapore, which are available from the address given in note 16.
1.2
Going concern
The financial statements have been prepared on the going concern basis which assumes that the company will truecontinue to generate revenue and trade profitably in the future. The going concern assumption is based upon confirmation of support from the parent company Mermaid Subsea Services (Thailand) Limited. A letter of support has been provided that confirms they will continue to support the company by providing sufficient funding and financial support as required to enable Mermaid Subsea Services (UK) Limited to discharge all its liabilities and continue as a going concern for a minimum of at least 12 months from the date of signing the audited financial statements and will not demand payment of loan balances. If the company were unable to trade, adjustments would have to be made to reduce the value of the assets to their recoverable amount and to provide for any further liabilities that might arise. Thus, the directors continue to adopt the going concern basis in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies (continued)
- 10 -
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Office equipment
33.33% - 50% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies (continued)
- 11 -
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies (continued)
- 12 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies (continued)
- 13 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows -
Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 8 for the carrying amount of each asset and note 1.4 for the useful economic lives for each class of asset.
3
Turnover
In the opinion of the directors it would be seriously prejudicial to the company to disclose segmental information by class of business or by geographical split.
4
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
3,527
(7,126)
Fees payable to the company's auditor for the audit of the company's financial statements
10,242
4,975
Depreciation of owned tangible fixed assets
8,850
5,442
Operating lease charges
56,516
9,630
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Directors
5
6
Administration
3
2
Total
8
8
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees (continued)
- 15 -
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
457,058
424,978
Social security costs
53,274
74,555
Pension costs
15,653
7,621
525,985
507,154
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
227,250
300,000
Company pension contributions to defined contribution schemes
6,075
-
233,325
300,000
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
206,075
150,000
7
Taxation
Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2023 (on 10 January 2023). These changes included an increase in the main rate to 25% from April 2023. Deferred taxes at the balance sheet date, in relation to UK companies, are measured using tax rates enacted as at the balance sheet date (25%).
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Loss before taxation
(1,345,619)
(273,874)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2022: 19%)
(336,405)
(52,036)
Unutilised tax losses carried forward
336,521
52,152
Permanent capital allowances in excess of depreciation
(116)
(116)
Taxation charge for the year
-
-
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
8
Tangible fixed assets
Office equipment
£
Cost
At 1 January 2023
23,662
Additions
9,274
At 31 December 2023
32,936
Depreciation and impairment
At 1 January 2023
5,793
Depreciation charged in the year
8,850
At 31 December 2023
14,643
Carrying amount
At 31 December 2023
18,293
At 31 December 2022
17,869
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
431,670
1,977,920
Other debtors
148,160
105,217
Prepayments and accrued income
75,727
2,648,808
655,557
4,731,945
10
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
576,380
2,860,813
Amounts owed to group undertakings
2,888,844
818,991
Taxation and social security
16,816
20,576
Other creditors
914
1,783
Accruals and deferred income
140,831
2,974,581
3,623,785
6,676,744
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
11
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
15,653
7,621
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
12
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100,000
100,000
100,000
100,000
13
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
1,200
3,600
Between two and five years
2,700
1,500
3,900
5,100
14
Reserves
Profit and loss reserves
This reserve records the accumulated distributable profits made by the company net of distributions to shareholders.
15
Related party transactions
2023
2022
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
1,652,267
346,663
16
Ultimate controlling party
The immediate parent company is Mermaid Subsea Services (Thailand) Limited, a company incorporated in Thailand, by virtue of that company owning 100% of the Ordinary shares in the company.
The ultimate controlling party and largest group to consolidate these financial statements is Mermaid Maritime Plc. The registered office is 26/28-29, Orakarn Building, 9th Floor, Soi Chidlom, Ploenchit Road, Lumpinee, Pathumwan, Bangkok 10330, Thailand, and the financial statements are publicly available from this address.
MERMAID SUBSEA SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
17
Company information
Mermaid Subsea Services (UK) Limited is a private company limited by shares incorporated in Scotland. The registered office is Pavilion 11, Kingshill Business Park, Venture Drive, Westhill, Aberdeenshire, AB32 6FL.
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.100Phiboon BuakhunngamcharoenScott CormackChalermchai MahagitsiriAbrar Ahmad SialPaul WhileyfalsefalseSC6538292023-01-012023-12-31SC653829bus:Director12023-01-012023-12-31SC653829bus:Director22023-01-012023-12-31SC653829bus:Director32023-01-012023-12-31SC653829bus:Director42023-01-012023-12-31SC653829bus:Director52023-01-012023-12-31SC653829bus:RegisteredOffice2023-01-012023-12-31SC653829bus:Agent12023-01-012023-12-31SC6538292023-12-31SC6538292022-01-012022-12-31SC653829core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31SC653829core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31SC6538292022-12-31SC653829core:FurnitureFittings2023-12-31SC653829core:FurnitureFittings2022-12-31SC653829core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-31SC653829core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-31SC653829core:CurrentFinancialInstruments2023-12-31SC653829core:CurrentFinancialInstruments2022-12-31SC653829core:ShareCapital2023-12-31SC653829core:ShareCapital2022-12-31SC653829core:RetainedEarningsAccumulatedLosses2023-12-31SC653829core:RetainedEarningsAccumulatedLosses2022-12-31SC653829core:ShareCapital2021-12-31SC653829core:RetainedEarningsAccumulatedLosses2021-12-31SC6538292021-12-31SC653829core:FurnitureFittings2023-01-012023-12-31SC653829core:UKTax2023-01-012023-12-31SC653829core:UKTax2022-01-012022-12-31SC653829core:FurnitureFittings2022-12-31SC653829core:WithinOneYear2023-12-31SC653829core:WithinOneYear2022-12-31SC653829core:BetweenTwoFiveYears2023-12-31SC653829core:BetweenTwoFiveYears2022-12-31SC653829core:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity2023-12-31SC653829bus:PrivateLimitedCompanyLtd2023-01-012023-12-31SC653829bus:FRS1022023-01-012023-12-31SC653829bus:Audited2023-01-012023-12-31SC653829bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP