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REGISTERED NUMBER: 10072435 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2023

for

Boluda Towage UK Limited

Boluda Towage UK Limited (Registered number: 10072435)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 8

Consolidated Income Statement 12

Consolidated Other Comprehensive Income 13

Consolidated Balance Sheet 14

Company Balance Sheet 15

Consolidated Statement of Changes in Equity 16

Company Statement of Changes in Equity 17

Consolidated Cash Flow Statement 18

Notes to the Consolidated Cash Flow Statement 19

Notes to the Consolidated Financial Statements 20


Boluda Towage UK Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: A M Bordils
G H Vandecappelle





REGISTERED OFFICE: Unit 40, Dunes Way
Wellington Employment Park
Liverpool
Merseyside
L5 9RJ





REGISTERED NUMBER: 10072435 (England and Wales)





AUDITORS: Voisey & Co LLP
8 Winmarleigh Street
Warrington
Cheshire
WA1 1JW

Boluda Towage UK Limited (Registered number: 10072435)

Group Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
Turnover reduced by 2.8% in 2023. Port activity slowed down at the start of the year especially in the ports of Liverpool & Invergordon. Business expansion for early 2023 in London was deferred until the summer of 2023 due to two of the tugs earmarked for the UK been allocated to Germany until they had adequate resources to meet their requirements. By summer 2023 two additional tugs were operating in London. Turnover picked up in the second half of 2023 and this continued into 2024.

On 1st July 2023 the intra company debt was restructured from due with one year to due greater than one year. Interest rate been charged at EURIBOR plus 3.75%. With the increase in turnover in turnover and profitability we expected this debt to fall substantially year on year.

Net assets increased by 1.7% from 2022 to 2023.


Boluda Towage UK Limited (Registered number: 10072435)

Group Strategic Report
for the Year Ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The Group's activities are exposed to economical, legal, fiscal and political risks in the countries where the Group operates.None of them had a material impact in 2023.

Operational risks mainly relate to variable weather or working conditions, technical suitability and availability of the equipment, wear and tear on equipment and damage to third-party equipment and property.

Risk Appetite
Primarily, Boluda commits itself to achieve quality in the performance of tug services so that customers feel their contractual expectations are met. On top of that, Boluda voluntarily assumes its responsibility to minimize the negative impact that its activities may have on society and the environment and maintains a proactive attitude for the benefit of its stakeholders. This social responsibility is a commitment that the members of the Group and its subsidiaries have, either as individuals or as members of the Boluda Europe group, both for themselves and for society as a whole.

The different quality, safety and environmental policies of the harbours and companies within the Group state the commitment to promote pollution prevention, permanent compliance with legal and regulatory standards, as well as other requirements to which the organization subscribes. According to these Group policies, the risk appetite of the Group is generally low.

Financial risks:
The Group identifies the following main financial risks:
-Credit risk
-Fuel price risk
-Currency risk
-Interest rate risk

Credit risk:
The maximum credit risk amounts to the carrying value of the receivables on the balance sheet. The Group and the companies within the Group only have short-term receivables, on a variety of clients. There are credit control procedures in place to ensure timely collection of outstanding amounts. In contract negotiations, we strive to work with standard Towage Conditions, which provide for proper allocation of risks to the parties involved. The track record for doubtful debts over the past years is good and internal policies are aimed at continuing this positive track record. Income and profit is only recognized if there is reasonable assurance about the realization.

Fuel price risk:
To cover the fuel prices risk, bunker adjustment factors are negotiated in most of the customer contracts. Additionally, towage contracts are often carried out through (annual) contracts with fees which are reviewed annually. This allows for local wage costs developments, fuel price developments and the available capacity of the equipment to be taken into account. There is a trend in the sector to fixed (lump sum, incl. fuel) price contracts, including bunker adjustment. Boluda Europe monitors the vulnerability to bunker prices to determine whether fuel hedging would be appropriate and global deals are also considered.

Currency and interest rate risk:
External funding is provided by group companies within the Boluda Corporación Marítima, S.L. Group. The (effective) interest rate is based on the market rate at the moment of closure and fixed for the duration of the contract. market rate, and lease contracts, based on internal fixed rates. Therefore, the interest rate risk for Boluda Europe is regarded as limited.

Boluda Towage UK Limited (Registered number: 10072435)

Group Strategic Report
for the Year Ended 31 December 2023

Other risks:
Market risk:
Continuously shipping companies all over the world are bundling their forces in alliances, pools or joint ventures. This gives them a strong position in negotiations and puts high pressure on prices for towage activities. We are still convinced that the bundling of the harbour activities in Northwest Europe together with the harbour activities of Boluda Towage Group in the rest of the world is a good response to the developments in the shipping market. With our widespread presence in the United Kingdom and strong positions in some of the main markets, we are an important player in the markets we operate.

Despite the positive long-term growth prospects for our markets they can be in the short and medium term - negatively impacted by factors outside our control. When an external crisis occurs which has a possible impact on our business, such as the war in Ukraine, a crisis team is formed to assess the situation and take the proper measures to mitigate the effects on revenue and results. The energy crisis that appeared due to the war in Ukraine, had minor impact on our results.

Boluda has a highly diversified portfolio of ports and a well-balanced cargo exposure; Our revenues are not correlated to cargo volumes fluctuations as revenues are primarily based on ship movements and weather conditions; Towage services are critical to maintain the port operations; Boluda Europe's ability to reduce operating costs and better align it to any significant impact on revenues; The flexibility we have to defer capital expenditure for long periods of time in order to preserve a minimal required cash position.

Overall, we strive to respond as effective as possible to both positive and negative developments in individual harbours through optimizing our fleet in the various ports.

Climate change risks
Climate change and the public response to climate change could adversely affect our business and performance. To comply with global, EU and local emission reduction targets is considered to be very challenging for our industry.

Together with a team of specialists, management monitors the conversion (by retrofitting and/or replacing tugs) of our fleet in order to meet the emission reduction requirements in time. Boluda Europe also studies (new) technical solutions on and around the fleet including those within the UK Group.

Risk control
The internal risk management and control systems of Boluda Europe Group which follow through to the UK Group and its subsidiaries, are based on the principles of effective management control at various levels in the organization and are tailored to the day-to-day working environment in which the company operates. There is a planning and control cycle in place with budgeting and forecasting. Furthermore, the progress and development of the operating results and the financial position of individual areas and the company as a whole, as well as the operational and financial risks, are monitored by means of structured periodical reporting and the analysis of the financial results.

In 2021 we have successfully implemented our internal reporting in accordance with the guidelines of Boluda Corporación Marítima, S.L., which was optimized during 2022 and 2023. The compliance of the risk management of the group includes the above-mentioned measures to control the market, operational and financial risks. The internal control framework is set up to cope with risks such as fraud and corruption, taking into account the environment where we operate.

KEY PERFORMANCE INDICATORS
FY 2023 FY 2022
Sales Growth (2.73%) 13.20%
Employee Numbers 124 116


Boluda Towage UK Limited (Registered number: 10072435)

Group Strategic Report
for the Year Ended 31 December 2023

FUTURE DEVELOPMENTS
In February 2024 Boluda Towage UK acquired Resolve Salvage & Fire (Gibraltar) Ltd.
With this acquisition, Boluda Towage continues its expansion process in the international market strengthening its presence in a strategic point for maritime transport such as the Strait of Gibraltar, the gateway from the Atlantic to the Indian Ocean via the Mediterranean Sea.

In May 2024 SMS Towage Ltd was acquired. This will strengthen Boluda in the UK market. The company is operating in the UK port regions of, Tyne, Tees, Huber, Portsmouth, South Wales and Belfast with a fleet of 20 tugs.

ON BEHALF OF THE BOARD:





A M Bordils - Director


24 January 2025

Boluda Towage UK Limited (Registered number: 10072435)

Report of the Directors
for the Year Ended 31 December 2023

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

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of providing tug boat services, whilst the principal activity of the company Boluda Towage UK Limited was that of a holding company providing the activities of head office services.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

A M Bordils
G H Vandecappelle

DISCLOSURE IN THE STRATEGIC REPORT
As permitted by the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' report have been omitted as they are included in the Strategic Report. These matters relate to the financial management risk and future developments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Boluda Towage UK Limited (Registered number: 10072435)

Report of the Directors
for the Year Ended 31 December 2023


AUDITORS
During the year, the auditor JW Smith & amp, Co Ltd resigned from their position, Voisey & Co LLP were appointed auditors.

The auditors, Voisey & Co LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A M Bordils - Director


24 January 2025

Report of the Independent Auditors to the Members of
Boluda Towage UK Limited

Opinion
We have audited the financial statements of Boluda Towage UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 and of the group's 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 group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Boluda Towage UK Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Boluda Towage UK Limited


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.

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:

1 - We enquired of management and those charged with governance about actual and potential litigation and claims in the context of the group and parent company, including review of relevant nominal ledger accounts.

2 - We obtained an understanding of laws, regulations and guidance that affect the Group and its subsidiaries, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on their operations. Key laws, regulations and guidance that we identified included the Companies Act 2006, health and safety legislation, employment legislation and merchant shipping regulations..

3 - We enquired of management and those charged with governance to identify any instances of non-compliance with laws and regulations. We also reviewed meeting minutes where available for evidence of non-compliance with relevant laws and regulations.

4 - We reviewed both the Group's financial statement disclosures, as well as the subsidiary companies disclosures, and agreed all to supporting documentation to assess compliance with the applicable laws and regulations discussed above.

5 - We gained an understanding of the controls that management have in place to prevent and detect fraud. We enquired of management about any incidences of fraud that had taken place during the accounting period.

6 - The risk of fraud and non-compliance with laws and regulations was discussed within the audit team and tests were planned and performed to address these risks. It was noted that as group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and subsidiary level according to their particular circumstances.

7 - In addressing the risk of fraud due to management override of controls, we performed testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

8 - We also challenge management assumptions with regard to accounting estimates, both at group and subsidiary level.

Despite appropriate planning and performing our work in accordance with International Auditing Standards, there are always inherent limitations that non-compliance is not detected. Non-compliance with laws and regulations is often further removed from the events and transactions reflected in the financial statements and material misstatements due to fraud can be deliberately concealed from auditors, for example through misrepresentation, forgery 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. In addition to the above, the auditors responsibilities are:
- To obtain sufficient appropriate audit evidence regarding the financial information of the entities within the group to express an opinion on the group financial statements;
- the auditor is responsible for the direction, supervision and performance of the group audit; and
- the auditor remains solely responsible for the auditor's opinion.

Report of the Independent Auditors to the Members of
Boluda Towage UK Limited


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.




Hayley Jardine BFP ACA (Senior Statutory Auditor)
for and on behalf of Voisey & Co LLP
8 Winmarleigh Street
Warrington
Cheshire
WA1 1JW

7 February 2025

Boluda Towage UK Limited (Registered number: 10072435)

Consolidated
Income Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
as restated
Notes £    £   

TURNOVER 3 24,536,306 25,224,022

Cost of sales (19,389,397 ) (20,568,142 )
GROSS PROFIT 5,146,909 4,655,880

Administrative expenses (4,389,802 ) (4,139,537 )
757,107 516,343

Other operating income 273,746 172,414
OPERATING PROFIT 5 1,030,853 688,757

Interest receivable and similar income
Associates 12,605 -
1,043,458 688,757

Interest payable and similar expenses 7 (940,566 ) -
PROFIT BEFORE TAXATION 102,892 688,757

Tax on profit 8 9,569 (1,148,920 )
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

112,461

(460,163

)
Profit/(loss) attributable to:
Owners of the parent 112,461 (460,163 )

Boluda Towage UK Limited (Registered number: 10072435)

Consolidated
Other Comprehensive Income
for the Year Ended 31 December 2023

31.12.23 31.12.22
as restated
Notes £    £   

PROFIT/(LOSS) FOR THE YEAR 112,461 (460,163 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

112,461

(460,163

)
Note
Prior year adjustment 10 6,969,893 7,306,968
TOTAL COMPREHENSIVE INCOME
SINCE LAST ANNUAL REPORT

7,082,354

6,846,805

Total comprehensive income attributable to:
Owners of the parent 7,082,354 6,846,805

Boluda Towage UK Limited (Registered number: 10072435)

Consolidated Balance Sheet
31 December 2023

31.12.23 31.12.22
as restated
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 1,259,220 1,678,960
Tangible assets 12 9,080,057 9,770,929
Investments 13 - -
10,339,277 11,449,889

CURRENT ASSETS
Stocks 14 739,440 743,619
Debtors 15 39,671,663 47,366,432
Cash at bank and in hand 1,098,370 1,009,410
41,509,473 49,119,461
CREDITORS
Amounts falling due within one year 16 17,825,492 51,340,193
NET CURRENT ASSETS/(LIABILITIES) 23,683,981 (2,220,732 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

34,023,258

9,229,157

CREDITORS
Amounts falling due after more than one year 17 (24,831,000 ) -

PROVISIONS FOR LIABILITIES 20 (1,976,813 ) (2,126,173 )
NET ASSETS 7,215,445 7,102,984

CAPITAL AND RESERVES
Called up share capital 21 100 100
Share premium 22 16,899,347 16,899,347
Retained earnings 22 (9,684,002 ) (9,796,463 )
SHAREHOLDERS' FUNDS 7,215,445 7,102,984

The financial statements were approved by the Board of Directors and authorised for issue on 24 January 2025 and were signed on its behalf by:



A M Bordils - Director



G H Vandecappelle - Director


Boluda Towage UK Limited (Registered number: 10072435)

Company Balance Sheet
31 December 2023

31.12.23 31.12.22
as restated
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 24,363,895 24,363,895
24,363,895 24,363,895

CURRENT ASSETS
Debtors 15 11,252,542 103,999
Cash at bank 21,329 15,671
11,273,871 119,670
CREDITORS
Amounts falling due within one year 16 14,758,393 8,196,042
NET CURRENT LIABILITIES (3,484,522 ) (8,076,372 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

20,879,373

16,287,523

CREDITORS
Amounts falling due after more than one year 17 4,800,000 -
NET ASSETS 16,079,373 16,287,523

CAPITAL AND RESERVES
Called up share capital 21 100 100
Share premium 22 16,899,347 16,899,347
Retained earnings 22 (820,074 ) (611,924 )
SHAREHOLDERS' FUNDS 16,079,373 16,287,523

Company's loss for the financial year (208,150 ) (3,668 )

The financial statements were approved by the Board of Directors and authorised for issue on 24 January 2025 and were signed on its behalf by:



A M Bordils - Director



G H Vandecappelle - Director


Boluda Towage UK Limited (Registered number: 10072435)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 100 (16,643,268 ) 16,899,347 256,179
Prior year adjustment - 7,306,968 - 7,306,968
As restated 100 (9,336,300 ) 16,899,347 7,563,147

Changes in equity
Total comprehensive income - (7,430,056 ) - (7,430,056 )
Balance at 31 December 2022 100 (16,766,356 ) 16,899,347 133,091
Prior year adjustment - 6,969,893 - 6,969,893
As restated 100 (9,796,463 ) 16,899,347 7,102,984

Changes in equity
Total comprehensive income - 112,461 - 112,461
Balance at 31 December 2023 100 (9,684,002 ) 16,899,347 7,215,445

Boluda Towage UK Limited (Registered number: 10072435)

Company Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 100 (608,256 ) 16,899,347 16,291,191

Changes in equity
Total comprehensive income - (3,668 ) - (3,668 )
Balance at 31 December 2022 100 (611,924 ) 16,899,347 16,287,523

Changes in equity
Total comprehensive income - (208,150 ) - (208,150 )
Balance at 31 December 2023 100 (820,074 ) 16,899,347 16,079,373

Boluda Towage UK Limited (Registered number: 10072435)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
as restated
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,176,225 2,699,793
Interest paid (940,566 ) -
Finance costs paid 12,607 -
Tax paid (158,464 ) (514,302 )
Net cash from operating activities 89,802 2,185,491

Cash flows from investing activities
Purchase of intangible fixed assets - (215,500 )
Purchase of tangible fixed assets (3,894 ) (3,930,459 )
Sale of tangible fixed assets 3,052 -
Net cash from investing activities (842 ) (4,145,959 )

Increase/(decrease) in cash and cash equivalents 88,960 (1,960,468 )
Cash and cash equivalents at beginning of
year

2

1,009,410

2,969,878

Cash and cash equivalents at end of year 2 1,098,370 1,009,410

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.23 31.12.22
as restated
£    £   
Profit before taxation 102,892 688,757
Depreciation charges 1,114,033 1,041,157
Profit on disposal of fixed assets (2,580 ) -
(Decrease): owed to group undertakings (5,714 ) (2,658,688 )
Finance costs 940,566 -
Finance income (12,605 ) -
2,136,592 (928,774 )
Decrease/(increase) in stocks 4,179 (154,679 )
(Increase)/decrease in trade and other debtors (808,838 ) 2,295,374
(Decrease)/increase in trade and other creditors (155,708 ) 1,487,872
Cash generated from operations 1,176,225 2,699,793

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 1,098,370 1,009,410
Year ended 31 December 2022
31.12.22 1.1.22
as restated
£    £   
Cash and cash equivalents 1,009,410 2,969,878


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 1,009,410 88,960 1,098,370
1,009,410 88,960 1,098,370
Total 1,009,410 88,960 1,098,370

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Boluda Towage UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Monetary amounts in these financial statements are rounded to the nearest £.

The principal accounting policies are set out below.

Basis of consolidation
The consolidated financial statements present the results of the Company and its subsidiary undertakings ('the Group') as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 1 January 2014.

Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Significant judgements and key sources of estimation uncertainty
In the application of the group'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.

The key assumptions concerning the future and other key sources of estimation include uncertainties at the reporting date, which may have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial periods, are discussed below.

Customer Volume Rebates:
The volume rebate is based on Boluda Europe turnover to a number of key customers. The directors estimate the percentage based on experience. As the customers period end does not always align with that of Boluda UK, the rebate due to the customer is accrued for on the assumption they will hit their sales target at the end of the period. The volumes of business has been consistent over a number of year so volume rebate has always been close to the actual rebate.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Net revenue comprises the income from the supply of goods and services after deduction of discounts and such like and of taxes levied on the turnover. Turnover from the sale of goods and the rendering of services is recognized per performance obligation if the amount or the result can be reliably determined.

Revenue is recognised for the amount to which the company expects to be entitled in exchange for the transfer of promised goods or services, i.e. the transaction price. This amount does not include amounts collected on behalf of third parties (including sales taxes). Depending on the type of performance obligations, the transaction price consists of fixed fees and variable considerations such as discounts and performance bonuses. Credit risk is not taken into account when determining the transaction price.

The determination of the transaction price is based on the assumption that the goods or services will be transferred in accordance with the relevant agreement and that this agreement will not be cancelled, extended or otherwise modified.

The effects of variable consideration are taken into account in determining the transaction price. These effects are based on an estimate of the fees. Such estimates are updated at the end of each financial year. Only variable fees that are unlikely to be reversed later on are taken into account.
There are no finance payments to buyers of goods and services.

The following performance obligations are distinguished:
- Harbour towage services, based on fixed fees per client (group) and region, with discounts and bonuses for global operating clients.
- Salvages and special operations, based on variable considerations
- Rental income of tugs alone (bareboat charters) or tugs including crew (time charters), based on fixed fees per client (group) and tug type.
- Sale of goods, mainly fuel, based on market prices per item category.

There are no agreements that include or combine several performance obligations (agreed-upon commitments to deliver distinct goods or services).

Revenues from the goods supplied are recognized when all significant risks and rewards in respect of the goods have been transferred to the buyer.

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

The goodwill is ammortised over 5 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

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

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

Depreciation is provided on the following basis:

Freehold property - 4% straight line
Leasehold improvements - Over the life of the lease
Marine vessels - 25 years
Craft - 9-10% straight line
Dry dock - 33-50% straight line
Plant and machinery - 20% straight line/15%reducing balance
Fixtures & Fittings - 20-50% straight line
Motor vehicles - 25-50% straight line
Office equipment - 20-50% straight line

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

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

Stocks
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.


Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

The contributions are recognised an an expense in the profit and loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with bank, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

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 statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

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 publically 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 or 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.

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. 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 receipts 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.

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

Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.12.23 31.12.22
as restated
£    £   
Towage 23,363,056 23,286,387
Salvage 479,999 650,000
Fuel 155,333 364,117
Workboats 537,918 923,518
24,536,306 25,224,022

An analysis of turnover by geographical market is given below:

31.12.23 31.12.22
as restated
£    £   
United Kingdom 24,536,306 25,224,022
24,536,306 25,224,022

4. EMPLOYEES AND DIRECTORS
31.12.23 31.12.22
as restated
£    £   
Wages and salaries 7,137,251 6,811,520
Social security costs 732,794 392,468
Other pension costs 611,613 272,691
8,481,658 7,476,679

The average number of employees during the year was as follows:
31.12.23 31.12.22
as restated

Dispatch 7 7
Technical 5 5
Crew 102 95
Office 10 9
124 116

Key management personnel are considered to be the managing director. Compensation for the year in relation to key management personnel totalled £153,453 (2022: £145,231) for services provided across the Boluda Towage UK Limited group of companies.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

4. EMPLOYEES AND DIRECTORS - continued

31.12.23 31.12.22
as restated
£    £   
Directors' remuneration - -

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.23 31.12.22
as restated
£    £   
Hire of plant and machinery - 3,959
Other operating leases 68,286 64,208
Depreciation - owned assets 694,294 621,419
Profit on disposal of fixed assets (2,580 ) -
Goodwill amortisation 419,740 419,740
Foreign exchange differences (205,678 ) (169,592 )

6. AUDITORS' REMUNERATION
31.12.23 31.12.22
as restated
£    £   
Fees payable to the company's auditors for the audit of the company's
financial statements

32,990

8,750

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.23 31.12.22
as restated
£    £   
Other interest 940,566 -

The Group in the year has taken on loans which are interest bearing. The amount here represents interest paid or accrued for at this year end, hence no interest payable incurred last year.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

8. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the profit for the year was as follows:
31.12.23 31.12.22
as restated
£    £   
Current tax:
UK corporation tax 139,791 158,730

Deferred tax (149,360 ) 990,190
Tax on profit (9,569 ) 1,148,920

UK corporation tax has been charged at 25 % .

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.23 31.12.22
as restated
£    £   
Profit before tax 102,892 688,757
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2022 - 19 %)

25,723

130,864

Effects of:
Capital allowances in excess of depreciation - (116,195 )
Depreciation in excess of capital allowances 115,739 -
Amortisation on goodwill 104,935 79,751
Expensive leased cars 343 266
Legal fees - 2022 (84,268 ) 64,044
Change in tax rate (9,618 ) -
Deferred tax (149,360 ) 990,190
Overprovision in prior years (13,063 ) -
Total tax (credit)/charge (9,569 ) 1,148,920

The main rate of corporation tax for the year ended 31 December 2023 was 25%.

The government had announced that from 1 April 2023 the rate of corporation tax will be 25% for companies with annual profits over £250,000. For companies with annual profits below £50,000 the rate will remain at 19%. Marginal relief provisions will also be introduced so that, where a company's profits fall between the lower (£50,000) and upper (£250,000) limits, it will be able to claim an amount of marginal relief that bridges the gap between the lower and upper limits providing a gradual increase in the corporation tax rate.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. PRIOR YEAR ADJUSTMENT

During the year four prior year errors were identified:

1. At 31st December 2022 prepayments were overstated by £337,075, resulting in legal fees being understated.

2. Two purchase credit notes to the value of £6,926,288 for the year ended December 2022 in relation to bareboat charter costs was recognised as revenue rather than a reduction in cost of sales.

3. A purchase credit note to the value of £8,632,080 for the year ended December 2018 in relation to bareboat charter costs was not recognised.

4. A purchase invoice to the value of £1,325,112 for the year ended December 2018 in relation to management fees was not recognised.

The below table details the effects on the financial statements:

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
£ £
Profit and Loss Account

Decrease in revenue - (6,926,288 ) - -
Decrease in cost of sales - 6,926,288 - -
Increase in administration costs - (337,075 ) - -
Increase/(decrease) in profit for year - (337,075 ) - -

Balance Sheet

Increase in amounts owed by associates 7,306,968 - -
Decrease in prepayments (337,075 )
Increase/(decrease) in net assets - 6,969,893 - -

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2023
and 31 December 2023 14,700,134
AMORTISATION
At 1 January 2023 13,021,174
Amortisation for year 419,740
At 31 December 2023 13,440,914
NET BOOK VALUE
At 31 December 2023 1,259,220
At 31 December 2022 1,678,960

12. TANGIBLE FIXED ASSETS

Group
Marine
vessels,
Freehold Leasehold craft and Plant and
property improvements dry dock machinery
£    £    £    £   
COST
At 1 January 2023 145,000 106,765 16,726,067 73,530
Additions - - - -
Disposals - - (177,082 ) -
At 31 December 2023 145,000 106,765 16,548,985 73,530
DEPRECIATION
At 1 January 2023 - 106,765 7,116,807 65,937
Charge for year - - 686,833 1,139
Eliminated on disposal - - (177,082 ) -
At 31 December 2023 - 106,765 7,626,558 67,076
NET BOOK VALUE
At 31 December 2023 145,000 - 8,922,427 6,454
At 31 December 2022 145,000 - 9,609,260 7,593

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

12. TANGIBLE FIXED ASSETS - continued

Group

Computer
Fixtures and
and Motor office
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 January 2023 69,142 55,561 35,236 17,211,301
Additions 3,894 - - 3,894
Disposals (51,668 ) - (7,634 ) (236,384 )
At 31 December 2023 21,368 55,561 27,602 16,978,811
DEPRECIATION
At 1 January 2023 67,472 53,243 30,148 7,440,372
Charge for year 1,471 2,318 2,533 694,294
Eliminated on disposal (51,307 ) - (7,523 ) (235,912 )
At 31 December 2023 17,636 55,561 25,158 7,898,754
NET BOOK VALUE
At 31 December 2023 3,732 - 2,444 9,080,057
At 31 December 2022 1,670 2,318 5,088 9,770,929

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 24,363,895
NET BOOK VALUE
At 31 December 2023 24,363,895
At 31 December 2022 24,363,895

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

13. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Boluda Towage Caledonian Ltd
Registered office: PO Box IV18 OEH, 37 Shore Road, Invergordon, Scotland, IV18 0EH
Nature of business: Tug boat services
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 4,137,114 4,343,071
(Loss)/profit for the year (205,956 ) 446,534

Boluda Towage Liverpool Ltd
Registered office: Unit 40 Dunes Way, Wellington Employment Park, Liverpool, L5 9RJ
Nature of business: Tug boat services
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 5,640,011 5,323,898
Profit/(loss) for the year 316,113 (776,185 )

The year end 2022 figures for the aggregate capital and reserves, and the loss for the year are restated. The details regarding the prior year adjustments can be found in note 10.

Boluda Towage London Ltd
Registered office: London Gateway Logistics Centre, 1st Floor, North Sea Crossing, Stanford-Le-Hope, Essex, SS17 9ER.
Nature of business: Tug boat services
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 4,463,620 3,833,427
Profit for the year 630,193 292,897

The year end 2022 figures for the aggregate capital and reserves are restated. The details regarding the prior year adjustments can be found in note 10.


Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

14. STOCKS

Group
31.12.23 31.12.22
as restated
£    £   
Stocks 730,155 668,395
Work-in-progress 9,285 75,224
739,440 743,619

15. DEBTORS

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
as restated as restated
£    £    £    £   
Amounts falling due within one year:
Trade debtors 3,115,681 2,874,960 - -
Amounts owed by group undertakings - - 2,673,144 56,117
Amounts owed by associates 34,875,814 43,669,421 7,863,976 -
Other debtors 112,286 102,189 57,979 47,882
VAT 72,712 43,734 - -
Prepayments and accrued income 1,205,170 676,128 657,443 -
39,381,663 47,366,432 11,252,542 103,999

Amounts falling due after more than one year:
Amounts owed by associates 290,000 - - -

Aggregate amounts 39,671,663 47,366,432 11,252,542 103,999

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
as restated as restated
£    £    £    £   
Trade creditors 2,434,394 2,696,482 13,768 15,115
Amounts owed to group undertakings - - 6,104,336 290,213
Amounts owed to associates 14,430,019 47,770,339 8,589,006 7,820,815
Tax 153,114 171,787 - -
Social security and other taxes 34,662 56,039 33,958 56,111
Other creditors 2,033 2,315 53 1,051
Accruals and deferred income 771,270 643,231 17,272 12,737
17,825,492 51,340,193 14,758,393 8,196,042

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
as restated as restated
£    £    £    £   
Amounts owed to associates 24,831,000 - 4,800,000 -

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31.12.23 31.12.22
as restated
£    £   
Within one year 73,470 61,399
Between one and five years 208,460 72,612
In more than five years 38,619 -
320,549 134,011

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

19. SECURED DEBTS

Group:

BNP Paribas holds a floating charge which covers all the property and undertaking of the company. The charge was registered on the 23rd October 2019. This is in place for both Boluda Towage London and Boluda Towage Liverpool.

Lombard North Central Plc holds a fixed charge over the named marine vessel in the charge. The charge was registered on the 19th February 2024. This relates to Boluda Towage Liverpool only.

BNP Paribas S.A. holds a floating charge which covers all the property and undertaking of the company. The charge was registered on the 8th July 2024. This is in place for both Boluda Towage London and Boluda Towage Liverpool.

Company:

BNP Paribas holds a fixed charge which covers title and interest in and to the shares and all accruing property directly or indirectly attributable thereto together with, in each case, all dividends, interest, redemption proceeds and other moneys payable in respect thereof, such charge being made with full title guarantee. The charge was registered on the 23rd October 2019.

BNP Paribas S.A. holds a floating charge which covers all the property and undertaking of the company. The charge was registered on the 23rd October 2019.

BNP Paribas S.A. holds a floating charge which covers all the property and undertaking of the company. The charge was registered on the 8th July 2024.

BNP Paribas holds a fixed charge which covers title and interest in and to the shares and all accruing property directly or indirectly attributable thereto together with, in each case, all dividends, interest, redemption proceeds and other moneys payable in respect thereof, such charge being made with full title guarantee. The charge was registered on the 8th July 2024.

20. PROVISIONS FOR LIABILITIES

Group
31.12.23 31.12.22
as restated
£    £   
Deferred tax
Accelerated capital allowances 1,303,285 1,348,158
Deferred tax 673,528 778,015
1,976,813 2,126,173

Group
Deferred
tax
£   
Balance at 1 January 2023 2,126,173
Credit to Income Statement during year (149,360 )
Balance at 31 December 2023 1,976,813

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

20. PROVISIONS FOR LIABILITIES - continued

As at 31 December 2023 a deferred tax liability of £1,976,813 (2022: £2,126,173) has been recognised due to the reasonable expectation of tax payable in future periods in respect of taxable temporary differences.

There is no unrecognised deferred tax.

Deferred tax balances at the balance sheet date have been calculated using a rate of 25% as determined on when the timing differences are expected to reverse, on the basis that the rate has been substantively enacted at the balance sheet date.

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: as restated
£    £   
100 Ordinary £1 £1 100 100

22. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 (16,766,356 ) 16,899,347 132,991
Prior year adjustment 6,969,893 6,969,893
(9,796,463 ) 7,102,884
Profit for the year 112,461 112,461
At 31 December 2023 (9,684,002 ) 16,899,347 7,215,345

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 (611,924 ) 16,899,347 16,287,423
Deficit for the year (208,150 ) (208,150 )
At 31 December 2023 (820,074 ) 16,899,347 16,079,273

The details regarding the prior year adjustments can be found in note 10.

Retained earnings
Includes all current and prior periods retained profits and losses.

Share premium
Represents the amount subscribed for ordinary share capital in excess of the nominal value and is net of expenses.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

23. PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £579,371 (2022: £272,691). Contributions totalling £Nil (2022: £Nil) were payable to the fund at the balance sheet date and are included in creditors.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

24. RELATED PARTY DISCLOSURES

Associated Companies

On 1st July 2023 a loan of £24,831,000 was advanced by Boluda Towage Europe B.V. The loan is interest bearing based on EURIBOR plus 3.75%, payable on a monthly basis. The principle loan amount is receivable no later than the end date of 30th June 2028.

On 1st July 2023 a loan of £290,000 was made to Boluda Towage Europe B.V. The loan is interest bearing based on EURIBOR plus 3.75%. Interests is receivable on a monthly basis. The principle loan amount is receivable no later than the end date of 30th June 2028.

31.12.23 31.12.22
£ £
Boluda Europe B.V

Loan advances made 290,000 -
Loans received 24,831,000 -
Loan interest received 12,605 -
Loan interest paid 940,556 -

Other transactions during the year:

Sales:

Boluda Towage Europe B.V. 12,605 -
Boluda Deutschland GmbH 94,272 23,372
Boluda Lines SA 98,653 -
Boluda Internacional S.A. 110,709 -
316,239 23,372

Charter and other direct costs:

Boluda Towage Europe B.V. 1,374,879 217,481
- Credit note (European charges) (5,731,071 ) (6,926,288 )
Boluda Towage Rotterdam B.V. 148,451 804
RT Ambition B.V. 837,648 818,883
RT Peter B.V. 837,648 818,883
SD Dolphin B.V. 803,177 785,266
URS Nederlands B.V. 133,480 33,060
VB Panther B.V. 1,220,861 1,212,943
VB Cheetah B.V. 1,056,173 -
Boluda Shipping NL. B.V. 32,513 -
Catamaran B.V. 18,664 -
URS Belgie NV 89,633 241,010
VB Belgie B.V. 607,839 446,654
VB Elbe B.V. 684,951 715,351
Boluda Lines S.A. - 9,944

Management charges payable:

Boluda Towage Europe B.V. 970,898 842,117

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023
3,085,744 (£783,892 )



Balances due to and from associated companies at the end of the year are listed below:

31.12.23 31.12.22
as restated as restated
£ £ £ £
Debtor Creditor Debtor Creditor

Boluda Towage Europe B.V 33,488,508 8,589,006 39,219,438 9,019,049
Boluda International SA 122 - - -
Boluda Finance B.V. 264,631 1,479,994 2,944,253 18,392,064
Boluda Towage Rotterdam B.V. - 2,270 - 33,372
KHTR B.V. - 64,094 - 1,175,117
SHTR B.V. - - - 29,946
URS Nederlands - 195,192 - 61,128
Boluda Towage Belgium N.V 1,034,449 66,551 1,067,635 22
URS Belgie NV 302 515,531 83,471 412,163
Boluda Deutschland GmbH - 58,148 354,624 1,761,243
Catamaran B.V. - 2,132,562 - 16,077,664
RT Peter B.V. - 141,853 - 135,398
RT Ambition B.V. - 141,853 - 68,354
SD Dolphin B.V. - 136,030 - 65,548
VB Panther B.V. - 192,040 - 178,201
VB Cheetah B.V. - 609,133 - -
VB Elbe B.V. - 65,109 - 121,208
VB Belgie B.V. - 40,653 - 75,681
Boluda Crew NL B.V. - - - 164,181
Boluda Lines SA 87,802 - - -
Due within 1 year 34,875,814 14,430,019 43,669,421 47,770,339

Boluda Towage Europe B.V 290,000 24,831,000 - -
Due after 1 year 290,000 24,831,000 - -

The above companies are related under mutual control of the ultimate controlling party Boluda Corporation Maritime.

Boluda Towage UK Limited (Registered number: 10072435)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

25. POST BALANCE SHEET EVENTS

In February 2024 Boluda Towage UK acquired Resolve Salvage & Fire (Gibraltar) Ltd. With this acquisition, Boluda Towage continues its expansion process in the international market strengthening its presence in a strategic point for maritime transport such as the Strait of Gibraltar, the gateway from the Atlantic to the Indian Ocean via the Mediterranean Sea.

In May 2024 SMS Towage Ltd was also acquired by Boluda Towage UK. This will strengthen Boluda in the Uk market. The company is operating in the Uk port regions of, Tyne, Tees, Huber, Portsmouth, South Wales and Belfast with a fleet of 20 tugs.

There was no post balance sheet event activity in the other subsidiary companies of the Boluda Towage UK Limited Group.

26. ULTIMATE CONTROLLING PARTY

The immediate parent company is Boluda Finance BV, a company incorporated in the Netherlands.

The ultimate parent company is Boluda Towage SL which is controlled by Boluda Corporacion Maritime SL.

The smallest and largest group in which results of the company are consolidated is that headed by Boluda Towage Europe B.V. The consolidated financial statements of this group can be obtained from Waalhaven Zuldzljde 21, 3088 JH Rotterdam, Netherlands.