Company No:
Contents
Note | 2024 | 2023 | ||
£ | £ | |||
Fixed assets | ||||
Intangible assets | 3 |
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Tangible assets | 4 |
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Investments | 5 |
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4,230,555 | 3,319,323 | |||
Current assets | ||||
Stocks |
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Debtors | ||||
- due within one year | 6 |
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- due after more than one year | 6 |
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Cash at bank and in hand |
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1,723,005 | 2,438,344 | |||
Creditors: amounts falling due within one year | 7 | (
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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 | (
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Net liabilities | (
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Capital and reserves | ||||
Called-up share capital | 9 |
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Profit and loss account | (
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Total shareholders' deficit | (
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Directors' responsibilities:
The financial statements of Offshore Shellfish Limited (registered number:
John Michael Holmyard
Director |
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.
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 £.
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.
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 is recognised when the significant risks and rewards are considered to have been transferred to the customer.
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 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.
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.
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 |
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Leasehold improvements |
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Plant and machinery |
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Vehicles |
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Office equipment |
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Other property, plant and equipment |
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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.
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.
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.
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.
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.
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.
2024 | 2023 | ||
Number | Number | ||
Monthly average number of persons employed by the Company during the year, including directors |
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Development costs | Total | ||
£ | £ | ||
Cost | |||
At 01 May 2023 |
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At 30 April 2024 |
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Accumulated amortisation | |||
At 01 May 2023 |
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Charge for the financial year |
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At 30 April 2024 |
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Net book value | |||
At 30 April 2024 |
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At 30 April 2023 |
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Leasehold improve- ments |
Plant and machinery | Vehicles | Office equipment | Other property, plant and equipment |
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£ | £ | £ | £ | £ | £ | ||||||
Cost | |||||||||||
At 01 May 2023 |
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Additions |
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At 30 April 2024 |
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Accumulated depreciation | |||||||||||
At 01 May 2023 |
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Charge for the financial year |
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At 30 April 2024 |
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Net book value | |||||||||||
At 30 April 2024 |
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At 30 April 2023 |
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Investments in joint ventures | Total | ||
£ | £ | ||
Cost or valuation before impairment | |||
At 01 May 2023 |
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At 30 April 2024 |
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Carrying value at 30 April 2024 |
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Carrying value at 30 April 2023 |
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2024 | 2023 | ||
£ | £ | ||
Debtors: amounts falling due within one year | |||
Trade debtors |
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Amounts owed by joint ventures |
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Prepayments |
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VAT recoverable |
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Other debtors |
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Debtors: amounts falling due after more than one year | |||
Other debtors |
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2024 | 2023 | ||
£ | £ | ||
Bank loans |
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Trade creditors |
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Amounts owed to joint ventures |
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Amounts owed to directors |
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Other loans (secured £
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Accruals and deferred income |
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Other taxation and social security |
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Other creditors |
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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.
2024 | 2023 | ||
£ | £ | ||
Bank loans |
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Other loans |
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Accruals and deferred income |
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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.
2024 | 2023 | ||
£ | £ | ||
Allotted, called-up and fully-paid | |||
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4,007 | 4,007 | ||
5,007 | 5,007 |
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
2024 | 2023 | ||
£ | £ | ||
within one year |
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between one and five years |
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after five years |
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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) |
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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) .