Company registration number SC600414 (Scotland)
OCEANIUM LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
OCEANIUM LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
OCEANIUM LTD
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
42,476
60,897
Current assets
Stocks
116,525
125,888
Debtors
5
224,395
465,499
Cash at bank and in hand
605,021
1,632,327
945,941
2,223,714
Creditors: amounts falling due within one year
6
(432,339)
(335,472)
Net current assets
513,602
1,888,242
Net assets
556,078
1,949,139
Capital and reserves
Called up share capital
676
675
Share premium account
6,471,934
6,455,046
Share advance reserve
100,000
-
0
Profit and loss reserves
(6,016,532)
(4,506,582)
Total equity
556,078
1,949,139

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 20 March 2025 and are signed on its behalf by:
K E S Seal
S Catling
Director
Director
Company registration number SC600414 (Scotland)
OCEANIUM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Oceanium Ltd is a private company limited by shares incorporated in Scotland. The registered office is Malin House, Suite 10, The European Marine Science Park, Dunbeg, Oban, PA37 1SZ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Turnover

Turnover represents amounts receivable for goods and services net of VAT.

 

Revenue recognition

Turnover is recognised as earned when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably or the company obtains the right to consideration in exchange for performance under contract.

1.3
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

OCEANIUM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.4
Tangible fixed assets
There are two main categories of tangible fixed assets
Office and Administrative Equipment and Furniture:
Office and Administrative Equipment and Furniture constitutes any items purchased for office use.   Such items under £150 are expensed.
Three year useful life:  electronics, computer equipment and related peripherals. Automobiles.
Seven year useful life: all other furniture, fixtures and equipment.
Plant and Equipment:
Plant and equipment (“P&E”) constitutes any equipment purchased for research and development or in factory and warehouse operations.   P&E under £1,000 are expensed.
P&E over £1,000 are then divided into two categories: (i) those used in research and development with no further useful life beyond one year use and are unlikely to be able to be resold for material value, and therefore considered consumable, and (ii) those that may be used beyond one year either for research and development or for production purposes and constitute Tangible Fixed Assets.
P&E are divided as follows:
Three year useful life:  computer equipment and peripherals, equipment and parts under high use, fragile and generally unable to be maintained or repaired at reasonable cost.
Seven year useful life: Generally most equipment and parts, that can be maintained or repaired at reasonable cost.
Ten year useful life: Heavy pieces of factory equipment, factory systems, and vehicles that can be maintained or repaired at reasonable cost.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives using the double declining method of calculation given limited or negligible resale value and risk of obsolescence for the majority of equipment in use as follows:

Leasehold improvements
over 10 years
Plant and machinery
20 to 66.67%
Office equipment and furniture
20 to 66.67%

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

OCEANIUM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

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.

1.7
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.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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.

OCEANIUM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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.

1.9
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

OCEANIUM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.15
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
18
20
OCEANIUM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
4
Tangible fixed assets
Land and buildings
Office equipment, plant and machinery
Total
£
£
£
Cost
At 1 January 2024
2,191
161,821
164,012
Additions
-
0
2,797
2,797
Disposals
-
0
(299)
(299)
At 31 December 2024
2,191
164,319
166,510
Depreciation and impairment
At 1 January 2024
365
102,750
103,115
Depreciation charged in the year
632
20,307
20,939
Eliminated in respect of disposals
-
0
(20)
(20)
At 31 December 2024
997
123,037
124,034
Carrying amount
At 31 December 2024
1,194
41,282
42,476
At 31 December 2023
1,826
59,071
60,897
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
-
0
78,904
Corporation tax recoverable
93,769
249,389
Other debtors
130,626
137,206
224,395
465,499
6
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
-
0
182,804
Convertible loans
237,573
-
0
Trade creditors
35,822
37,744
Taxation and social security
321
1,794
Accruals
24,309
30,495
Other creditors
134,314
82,635
432,339
335,472
OCEANIUM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
7
Share-based payment transactions
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
262,800
165,800
0.85
0.66
Granted
302,274
97,000
1.29
1.16
Outstanding at 31 December 2024
565,074
262,800
1.08
0.85
Exercisable at 31 December 2024
184,694
113,340
1.18
1.16

The options outstanding at 31 December 2024 had an exercise price of £1.08 (2023 - £0.85) and an average remaining contractual life of 8.5 years (2023 - 8.7 years).

 

The unvested options are expected to vest at regular intervals over the next 5 years (2023 - 6 years).

 

163,000 options were granted to 2 employees. Both employees have left the Company but have retained 71,800 options outstanding at 31 December 2024 which had an exercise price of £0.01.

 

200,000 non-EMI C-Suite options have been approved by the Board and awarded to one individual.

 

The Company operates an EMI Option Scheme where the Board is permitted to award up to 661,500 options for ordinary shares, with 293,274 awarded thus far.

 

The Company also has an advisor share award scheme with 40,400 shares available to be granted by the Board, with 38,959 awarded thus far.

8
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
158,334
182,084
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