REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
PROMARINE FINANCE LTD |
REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
PROMARINE FINANCE LTD |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 |
Income Statement | 7 |
Balance Sheet | 8 |
Notes to the Financial Statements | 9 |
PROMARINE FINANCE LTD |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 APRIL 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Kingsland House |
39 Abbey Foregate |
Shrewsbury |
Shropshire |
SY2 6BL |
ACCOUNTANTS: |
Chartered Accountants |
The Boar Shed |
Shirlheath |
Kingsland |
Herefordshire |
HR6 9RJ |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2024 |
The directors present their report with the financial statements of the company for the year ended 30 April 2024. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 May 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, D.R.E. & Co. (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PROMARINE FINANCE LTD |
Opinion |
We have audited the financial statements of Promarine Finance Ltd (the 'company') for the year ended 30 April 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
_ |
In our opinion, except for the possible effects of the matters described in the Basis for qualified opinion section of our report, the financial statements: |
- give a true and fair view of the state of the company's affairs as at 30 April 2024 and of its profit for the year then ended; |
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. |
The preceding years' financial statements were not audited as advantage had been taken of audit exemption. Due to insufficient audit information it has not been possible for us to perform the auditing procedures necessary to obtain sufficient audit evidence to satisfy ourselves that no material misstatement exists in the comparative figures. In consequence the comparative information may not be comparable. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PROMARINE FINANCE LTD |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PROMARINE FINANCE LTD |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the client's operating sector; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and |
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to |
instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to their knowledge of actual, suspected and alleged fraud; and |
- reviewing the client's system notes and internal controls. |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- review of the cashbook to identify any large or unusual transactions that appear to have no commercial basis; |
- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and |
- investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- enquiring of management as to actual and potential litigation and claims; and |
- reviewing correspondence with HMRC. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PROMARINE FINANCE LTD |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may |
involve deliberate concealment or collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Kingsland House |
39 Abbey Foregate |
Shrewsbury |
Shropshire |
SY2 6BL |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
INCOME STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2024 |
30.4.24 | 30.4.23 |
(Unaudited) |
Notes | £ | £ |
TURNOVER |
Administrative expenses | ( |
) | ( |
) |
OPERATING PROFIT | 5 |
Interest payable and similar expenses | ( |
) | ( |
) |
PROFIT BEFORE TAXATION |
Tax on profit | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL YEAR |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
BALANCE SHEET |
30 APRIL 2024 |
30.4.24 | 30.4.23 |
(Unaudited) |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 7 |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
10 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
1. | STATUTORY INFORMATION |
Promarine Finance Ltd is a |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are for the individual entity only. |
The financial statements are presented in sterling (£), rounded to the nearest £1. |
Preparation of consolidated financial statements |
The financial statements contain information about Promarine Finance Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Related party exemption |
The company has taken advantage of 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 group. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable for services net of discounts and value added tax. Interest income is calculated daily on the outstanding balance of each financing arrangement and is recognised each month when it is charged to each customer's account. |
Tangible fixed assets |
Tangible fixed assets are stated at historic cost less accumulated depreciation. Costs include original purchase price of the asset and the costs attributable to bringing the asset to its working condition for intended use. |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life: |
Plant and machinery | - | 10% on reducing balance |
Motor vehicles | - | 25% on reducing balance |
Fixtures and fittings | - | 20% on reducing balance |
Computer equipment | - | 3 years straight line |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
3. | ACCOUNTING POLICIES - continued |
Financial instruments |
The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. |
(i) Financial assets |
Basic financial assets, including trade and other receivables and bank balances, are initially recognised at amortised cost being their transaction price. Subsequently they are measured using the effective interest method. |
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. |
Financial assets are derecognised when (a) the contractual rights to cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards or control of the ownership of the asset are transferred to another party. |
(i) Financial liabilities |
Basic financial liabilities, including trade creditors and loans are initially recognised at transaction price and subsequently carried at amortised cost. Finance costs are charged to the profit and loss over the term of the debt instrument. |
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
4. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
30.4.24 | 30.4.23 |
(Unaudited) |
£ | £ |
Depreciation - owned assets |
Audit fees |
6. | PRIOR YEAR ADJUSTMENT |
The revolving credit facility interest of £864,953 in the statutory profit and loss and the detailed profit and loss has been reanalysed from cost of sales to finance charges in the year ended 30 April 2023. This change has not resulted in any change to net profit for the year ended 30 April 2023. |
7. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
£ |
COST |
At 1 May 2023 |
Additions |
At 30 April 2024 |
DEPRECIATION |
At 1 May 2023 |
Charge for year |
At 30 April 2024 |
NET BOOK VALUE |
At 30 April 2024 |
At 30 April 2023 |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.4.24 | 30.4.23 |
(Unaudited) |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Repossessed boats |
VAT |
Prepayments and accrued income |
Included with trade debtors is an amount of £16,453,241 (2023: £14,143,667) that is due in more than one year. |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.4.24 | 30.4.23 |
(Unaudited) |
£ | £ |
Bank loans and overdrafts |
Amounts owed to related parties |
Trade creditors |
Tax |
Social security and other taxes |
Other creditors |
Directors' current accounts |
Accrued expenses |
10. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
30.4.24 | 30.4.23 |
(Unaudited) |
£ | £ |
Bank loans - 1-2 years |
Revolving credit facility |
11. | SECURED DEBTS |
A liability of £14,449,490 (2023: £12,497,490) is owed to Shawbrook Bank Limited. The liability is secured by a debenture dated 22 October 2020 between Promarine Finance Limited and Shawbrook Bank Limited with a fixed and floating charge over all property and undertaking of the company currently or at any time afterwards. |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.4.24 | 30.4.23 |
value: | £ | £ |
Ordinary | £1 | 2 | 2 |
13. | RELATED PARTY DISCLOSURES |
Included within creditors due within one year is a balance of £40,139 (2023: £57,035) due to Prolease Limited. S J W Austin and L J Austin are both directors and shareholders of Prolease Limited. During the year, Promarine Finance Limited paid management fees of £145,550 (2023: £143,349) to Prolease Limited. |
Included within debtors due within one year is a balance of £3,243 (2023: creditor of £227) due from Dealistic Limited. S J W Austin and L J Austin are both directors and shareholders of Dealistic Limited. During the year, Promarine Finance Limited paid management fees of £4,161 (2023: £4,948) to Dealistic Limited. |
During the year, S J W Austin charged interest to the company totalling £22,242 (2023: £29,044) at an interest rate of 10% (2023: 10%). |
Included within creditors due after one year is a balance due to Shawbrook Bank Limited of £14,449,490 (2023: £12,497,490). This is secured by a corporate guarantee given by Prolease Limited and Dealistic Limited and a personal guarantee by the directors, S J W Austin and L J Austin. |
PROMARINE FINANCE LTD (REGISTERED NUMBER: 03879475) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
14. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling parties are S J W Austin and L J Austin by virtue of their shareholding in the company. |