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Company No: SC303631 (Scotland)

OFFSHORE SHELLFISH LIMITED

Unaudited Financial Statements
For the financial year ended 30 April 2024
Pages for filing with the registrar

OFFSHORE SHELLFISH LIMITED

Unaudited Financial Statements

For the financial year ended 30 April 2024

Contents

OFFSHORE SHELLFISH LIMITED

STATEMENT OF FINANCIAL POSITION

As at 30 April 2024
OFFSHORE SHELLFISH LIMITED

STATEMENT OF FINANCIAL POSITION (continued)

As at 30 April 2024
Note 2024 2023
£ £
Fixed assets
Intangible assets 3 917,876 1,133,847
Tangible assets 4 3,062,405 1,935,202
Investments 5 250,274 250,274
4,230,555 3,319,323
Current assets
Stocks 761,155 192,589
Debtors
- due within one year 6 165,485 427,488
- due after more than one year 6 5,854 5,854
Cash at bank and in hand 790,511 1,812,413
1,723,005 2,438,344
Creditors: amounts falling due within one year 7 ( 13,331,300) ( 9,696,391)
Net current liabilities (11,608,295) (7,258,047)
Total assets less current liabilities (7,377,740) (3,938,724)
Creditors: amounts falling due after more than one year 8 ( 1,339,311) ( 3,624,413)
Net liabilities ( 8,717,051) ( 7,563,137)
Capital and reserves
Called-up share capital 9 1,000 1,000
Profit and loss account ( 8,718,051 ) ( 7,564,137 )
Total shareholders' deficit ( 8,717,051) ( 7,563,137)

For the financial year ending 30 April 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Offshore Shellfish Limited (registered number: SC303631) were approved and authorised for issue by the Board of Directors on 03 March 2025. They were signed on its behalf by:

John Michael Holmyard
Director
OFFSHORE SHELLFISH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 30 April 2024
OFFSHORE SHELLFISH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 30 April 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Offshore Shellfish Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is 21 Argyll Square, Oban, PA34 4AT, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

During the year to 30 April 2024, the Company generated a loss before tax of £1,153,914, and at 30 April 2024 had Net Liabilities of £8,717,051 and Net Current Liabilities of £11,608,295.

At 30 April 2024, unsecured loans plus accrued interest totalling £4,460,302 and preference shares treated as debt plus respective accrued dividends totalling £7,109,134, were due to the majority shareholder. The majority shareholder has agreed not to call in these balances, including the redeemable preference shares, for a period of at least 12 months from the date of approval of these accounts, to ensure that the Company can meet its financial obligations as they fall due.

At 30 April 2024, secured loans totalling £1,583,305, were due to a member of a corporate shareholder, who has agreed not to call in this balance for a period of at least 12 months from the date of approval of these accounts, to ensure that the Company can meet its financial obligations as they fall due.

The Directors are of the opinion that the Company will be able to pay its debts as they fall due, for a period of at least 12 months from the date of approval of these accounts, and accordingly confirm that it is correct for the accounts to be prepared on the going concern basis.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits, and are amortised on the straight line basis over the anticipated life of the benefits arising from the completed product or project.

Deferred research and development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to the Statement of Income and Retained Earnings.

The development expenditure on the mussel farm has been amortised from the commencement of commercial production, being 1 August 2018.

The estimated useful lives range as follows:

Development costs 10 years straight line
Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected useful life, as follows:

Leasehold improvements 25 % reducing balance
Plant and machinery 5 years straight line
Vehicles 5 years straight line
Office equipment 5 years straight line
Other property, plant and equipment 10 years straight line
10 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Income and Retained Earnings over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 19 12

3. Intangible assets

Development costs Total
£ £
Cost
At 01 May 2023 2,159,708 2,159,708
At 30 April 2024 2,159,708 2,159,708
Accumulated amortisation
At 01 May 2023 1,025,861 1,025,861
Charge for the financial year 215,971 215,971
At 30 April 2024 1,241,832 1,241,832
Net book value
At 30 April 2024 917,876 917,876
At 30 April 2023 1,133,847 1,133,847

4. Tangible assets

Leasehold improve-
ments
Plant and machinery Vehicles Office equipment Other property, plant
and equipment
Total
£ £ £ £ £ £
Cost
At 01 May 2023 1,500 1,841,193 21,717 37,717 3,506,064 5,408,191
Additions 0 1,600,766 0 2,038 0 1,602,804
At 30 April 2024 1,500 3,441,959 21,717 39,755 3,506,064 7,010,995
Accumulated depreciation
At 01 May 2023 1,159 1,679,189 20,566 20,909 1,751,166 3,472,989
Charge for the financial year 85 117,826 1,151 5,933 350,606 475,601
At 30 April 2024 1,244 1,797,015 21,717 26,842 2,101,772 3,948,590
Net book value
At 30 April 2024 256 1,644,944 0 12,913 1,404,292 3,062,405
At 30 April 2023 341 162,004 1,151 16,808 1,754,898 1,935,202

Office equipment relates to office and computer equipment. Other property, plant and equipment relates to boats.

5. Fixed asset investments

Investments in joint ventures Total
£ £
Cost or valuation before impairment
At 01 May 2023 250,274 250,274
At 30 April 2024 250,274 250,274
Carrying value at 30 April 2024 250,274 250,274
Carrying value at 30 April 2023 250,274 250,274

6. Debtors

2024 2023
£ £
Debtors: amounts falling due within one year
Trade debtors 4,985 11,383
Amounts owed by joint ventures 0 252,513
Prepayments 16,692 14,462
VAT recoverable 22,372 19,651
Other debtors 121,436 129,479
165,485 427,488
Debtors: amounts falling due after more than one year
Other debtors 5,854 5,854

7. Creditors: amounts falling due within one year

2024 2023
£ £
Bank loans 10,278 9,848
Trade creditors 181,381 46,894
Amounts owed to joint ventures 181,556 0
Amounts owed to directors 33,660 115,001
Other loans (secured £ 1,583,305) 5,518,606 5,174,099
Accruals and deferred income 3,197,552 147,207
Other taxation and social security 15,865 13,838
Other creditors 4,192,402 4,189,504
13,331,300 9,696,391

Included in other loans is a boat mortgage, totalling £1,583,305 (2023: £1,626,255), funded by a Corporate Shareholder and a Member of the Corporate Shareholder. This is secured by way of a charge on the boat to which it relates. Interest is charged at 4.5% over the European Interbank Offered Rate respectively.

Also included in other loans is £3,935,301 (2023: £3,547,844) in respect of working capital loans provided by a Corporate Shareholder.

Other creditors includes £4,007 (2023: £4,007) of preference share capital and £4,173,167 (2023: £4,173,167) of preference share premium that has been treated as debt.

Included within accruals and deferred income is £2,944,076 (2023: £nil) relating to accrued dividends on preference shares.

8. Creditors: amounts falling due after more than one year

2024 2023
£ £
Bank loans 9,197 19,623
Other loans 525,000 735,000
Accruals and deferred income 805,114 2,869,790
1,339,311 3,624,413

There are no amounts included above in respect of which any security has been given by the small entity.

Other loans relate to working capital loans provided by a Corporate Shareholder.

Included within accruals and deferred income is £nil (2023: £2,609,902) relating to accrued dividends on preference shares.

9. Called-up share capital

2024 2023
£ £
Allotted, called-up and fully-paid
1,000 Ordinary shares of £ 1.00 each 1,000 1,000
1,001 Preference shares of £ 1.00 each 1,001 1,001
686 Preference 2 shares of £ 1.00 each 686 686
2,320 Preference 3 shares of £ 1.00 each 2,320 2,320
4,007 4,007
5,007 5,007

Redeemable preference shares shall be redeemed in full at the holders option at any time after the tenth anniversary of the adoption of the new articles of association on 17 June 2013. On redemption the company shall pay to each holder the original subscription price of the shares. Preference shares have a cumulative preferential dividend at an annual rate of 8%.

10. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

2024 2023
£ £
within one year 16,302 16,302
between one and five years 65,208 65,208
after five years 19,019 35,321
100,529 116,831

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

2024 2023
£ £
Unpaid contributions due to the fund (inc. in other creditors) 6,182 5,688

11. Related party transactions

At the year end, a shareholder director was owed £33,660 (2023: £115,001) from the Company. Remuneration of £115,438 (2023: £105,843) was paid to the shareholder director.

At the year end, a corporate shareholder was owed £11,569,436 (2023: £11,058,378) from the Company, broken down as follows:

- Loan capital: £3,663,247 (2023: £3,663,247)
- Accrued loan interest: £797,055 (2023: £619,567)
- Preference share capital: £4,000 (2023: £4,000)
- Preference share premium: £4,166,000 (2023: £4,166,000)
- Accrued preference share dividends: £2,939,134 (2023: £2,605,534)

During the year, loan interest of £177,458 (2023: £169,335) was charged in respect of four separate loans, accruing interest at different rates of; 5% over the London Interbank Offered Rate, 6% over the London Interbank Offered Rate, and 3% over the Barclays base rate.

At the year end, a member of a corporate shareholder was owed £1,583,305 (2023: £1,626,255) from the Company in respect of a boat mortgage. Interest at 4.5% above the European Interbank Offered Rate was charged and paid over during the year, totalling £122,339 (2023: £87,563).

At the year end, a shareholder was owed £12,115 (2023: £11,542) in respect of the following:

- Preference share capital: £7 (2023: £7)
- Preference share premium: £7,167 (2023: £7,167)
- Accrued preference share dividends: £4,941 (2023: £4,368)

During 2022, the Company invested in a joint venture, being a Dutch Partnership, at a cost of £250,274. During the current year, the Company made sales of £1,203,345 (2023: £1,922,771) to the joint venture, and £nil (2023: £134,345) relating to these sales was owed to the Company at the year end.

The Company's profit share from the joint venture for the year was £68,718 (2023: £260,245) and has been recognised in income from participating interests. At the year end, the Company owed £181,556 to the joint venture (2023: £252,513 was owed by the joint venture) .

12. Events after the Balance Sheet date

A change to the Articles of Association was made on 12 November 2024, after the year-end, to extend the redemption date of the preference shares to the 17 June 2028. As at the year-end, these liability remained classified as creditors falling due within one year.