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Registered number: 03110618














SUBSEA INNOVATION LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

 
SUBSEA INNOVATION LIMITED
 

COMPANY INFORMATION


Directors
Alasdair Macdonald (resigned 2 May 2024)
David Andrew Thompson (resigned 2 May 2024)
Leanne Wilkinson (resigned 2 May 2024)
Martin Ian George Charles (appointed 2 May 2024)
Himanshu Suresh Gandhi (appointed 2 May 2024)




Registered number
03110618



Registered office
Innovation House
Centurian Way

Darlington

DL3 0UP





 
SUBSEA INNOVATION LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9 - 10
Statement of changes in equity
11
Notes to the financial statements
12 - 30

 
SUBSEA INNOVATION LIMITED
 

STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report for the period ended 31 December 2024.

Business review
 
During the financial period ended 31 December 2024, the company continued to focus on delivering high-value engineering solutions and equipment to the subsea sector, primarily through long-term project contracts.
Following the acquisition by Unique Group, the company has aligned operations with group objectives while maintaining its focus on innovation and client delivery. Revenue increased to £7.3 million (2023: £4.3 million), driven primarily by strong project performance and expanded service delivery in the UK and Europe.
The company continued to invest in operational improvements and efficiency initiatives, while also maintaining a strong order book and stable gross margins. Project execution and customer satisfaction remained key priorities.
Looking forward, management remains committed to sustainable growth, cost control, and strengthening customer relationships to support long-term profitability.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the company are as follows:
Credit risk - The company's credit risk is primarily attributable to trade debtors. The amounts presented in the balance sheet are net of any allowances or provisions for doubtful debtors. Part of the company's business is undertaken with large companies with strong credit ratings, but most of the business has no significant concentration of credit risk with exposure spread over a large number of customers. Management continually reviews the status of outstanding trade debtors to ensure any risks is minimised.
Liquidity risk - The company management review cash flow to ensure there is sufficient working capital in place.

Financial key performance indicators
 
The financial key performance indicators which the directors use to monitor are revenue, gross margin and asset utilisation.

Other key performance indicators
 
Other key performance indicators include health and safety, enviromental and quality improvement.


This report was approved by the board and signed on its behalf.



................................................
Martin Ian George Charles
Director

Date: 21 July 2025
Page 1

 
SUBSEA INNOVATION LIMITED
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the period ended 31 December 2024.

Results and dividends

The loss for the period, after taxation, amounted to £440,238 (2023 - loss £1,378,469).

During the period, no dividends were paid to ordinary shareholders (2023 - £nil).

Directors

The directors who served during the period were:

Alasdair Macdonald (resigned 2 May 2024)
David Andrew Thompson (resigned 2 May 2024)
Leanne Wilkinson (resigned 2 May 2024)
Martin Ian George Charles (appointed 2 May 2024)
Himanshu Suresh Gandhi (appointed 2 May 2024)

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditor

A resolution to appoint AAB Audit & Accountancy Limited as auditor of the company will be proposed at the next general meeting.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
Martin Ian George Charles
Director

Date: 21 July 2025
Page 2

 
SUBSEA INNOVATION LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024

The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
SUBSEA INNOVATION LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SUBSEA INNOVATION LIMITED
 

Opinion


We have audited the financial statements of Subsea Innovation Limited (the 'company') for the period ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the period 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Page 4

 
SUBSEA INNOVATION LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SUBSEA INNOVATION LIMITED (CONTINUED)

Opinion 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 Strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' report.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
SUBSEA INNOVATION LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SUBSEA INNOVATION LIMITED (CONTINUED)

Auditor's 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 an Auditor's report 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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:
 
Management override of controls to manipulate the company’s key performance indicators to meet targets;
Timing and completeness of revenue recognition;
Management judgement applied in calculating provisions; and
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:
 
Testing of journal entries and other adjustments for appropriateness;
Evaluating the business rationale of significant transactions outside the normal course of business;
Reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Enquiries of management about litigation and claims and inspection of relevant correspondence; and
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's report.


Page 6

 
SUBSEA INNOVATION LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SUBSEA INNOVATION LIMITED (CONTINUED)

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 2006Our 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 an Auditor's report 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.





James Pirrie (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

21 July 2025
Page 7

 
SUBSEA INNOVATION LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024

31 December
30 September
2024
2023
Note
£
£

  

Turnover
 4 
7,303,665
4,275,170

Cost of sales
  
(5,677,957)
(3,289,163)

Gross profit
  
1,625,708
986,007

Administrative expenses
  
(2,591,116)
(2,358,155)

Other operating income
  
327,332
8,000

Operating loss
  
(638,076)
(1,364,148)

Interest payable and similar expenses
  
(4,902)
(10,054)

Loss before tax
  
(642,978)
(1,374,202)

Tax on loss
  
202,740
(4,267)

Loss for the financial period
  
(440,238)
(1,378,469)

Other comprehensive income for the period
  

Unrealised surplus on revaluation of tangible fixed assets
  
71,200
-

Share based payments
  
-
9,000

Deferred tax on revaluation
  
-
2,000

Other comprehensive income for the period
  
71,200
11,000

Total comprehensive income for the period
  
(369,038)
(1,367,469)

The notes on pages 12 to 30 form part of these financial statements.
Page 8

 
SUBSEA INNOVATION LIMITED
REGISTERED NUMBER:03110618

BALANCE SHEET
AS AT 31 DECEMBER 2024

31 December
30 September
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
169,757
420,182

Tangible assets
 13 
168,118
3,086,146

  
337,875
3,506,328

Current assets
  

Stocks
 14 
153,244
84,618

Debtors: amounts falling due within one year
 15 
2,054,245
2,587,276

Cash at bank and in hand
 16 
145,416
191,166

  
2,352,905
2,863,060

Creditors: amounts falling due within one year
 17 
(1,590,990)
(3,025,736)

Net current assets/(liabilities)
  
 
 
761,915
 
 
(162,676)

Total assets less current liabilities
  
1,099,790
3,343,652

Creditors: amounts falling due after more than one year
 18 
(12,729)
(1,600,266)

Provisions for liabilities
  

Deferred tax
 20 
-
(202,740)

Provision for Onerous Contracts
 21 
(23,453)
(108,000)

  
 
 
(23,453)
 
 
(310,740)

Net assets
  
1,063,608
1,432,646


Capital and reserves
  

Called up share capital 
  
2,000,005
2,000,005

Revaluation reserve
  
-
540,221

Capital redemption reserve
  
5,000
5,000

Profit and loss account
  
(941,397)
(1,112,580)

  
1,063,608
1,432,646

Page 9

 
SUBSEA INNOVATION LIMITED
REGISTERED NUMBER:03110618

BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 July 2025.




................................................
Martin Ian George Charles
Director

The notes on pages 12 to 30 form part of these financial statements.
Page 10

 
SUBSEA INNOVATION LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024


Called up share capital
Capital redemption reserve
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 October 2022
2,000,005
5,000
538,221
256,889
2,800,115



Loss for the year
-
-
-
(1,378,469)
(1,378,469)

Share based payments
-
-
-
9,000
9,000

Deferred tax charge on property revaluation
-
-
2,000
-
2,000



At 1 October 2023
2,000,005
5,000
540,221
(1,112,580)
1,432,646



Loss for the period
-
-
-
(440,238)
(440,238)

Surplus on revaluation of freehold property
-
-
71,200
-
71,200

Transfer from revaluation reserve
-
-
(611,421)
611,421
-


At 31 December 2024
2,000,005
5,000
-
(941,397)
1,063,608


The notes on pages 12 to 30 form part of these financial statements.
Page 11

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

1.


General information

Subsea Innovation Limited is a private company limited by shares, incorporated in England. The address of it's registered office is Innovation House, Centurion Way, Darlington, England, DL3 0UP. 
The Company is part of the Unique Group FZC who are based in the United Arab Emirates and are focused on the design and construction of bespoke technology and equipment for the global offshore energy markets. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

At 31 December 2024, the company has net assets of £1,063,608 (2023 - £1,432,646) and net current assets of £761,915 (2023 - current liabilities of £162,676). Included within net current assets is an amount due to its parent company of £435,837. The company has obtained a letter of support from its parent company stating that this support will not be withdrawn, that the balance will not be called in within the next 12 months and that the parent company will continue to support its working capital to meet its liabilities as they fall due.
The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that the company has adequate resources available to continue in operational existence for the foreseeable future. As a result, the directors have contributed to adopt the going concern basis of accounting in preparing the annual financial statements. 

Page 12

 
SUBSEA INNOVATION LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the company adjusts the transaction prices of these contracts for the time value of money.

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the company and the customer.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

Page 13

 
SUBSEA INNOVATION LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Government grants

Government grants received on capital expenditure are initially recognised within deferred income on the company's Balance sheet and are subsequently recognised in profit or loss on a systematic basis over the useful life of the related capital expenditure.
Grants for revenue expenditure are presented as part of the profit or loss in the periods in which the expenditure is recognised.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that 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.

  
2.9

Pensions - defined contribution plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. 
The contributions are recognised as an expense in profit or 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 company in independently administered funds.

Page 14

 
SUBSEA INNOVATION LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 15

 
SUBSEA INNOVATION LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 The estimated useful lives range as follows:

Development expenditure
-
3
years

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost 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 cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long Leasehold
-
50 years
Motor vehicles
-
4 years
Fixtures and fittings
-
6.5 years
Right of use assets
-
life of lease - 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 a significant change since the last reporting date.

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

 
2.13

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
Page 16

 
SUBSEA INNOVATION LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.
Page 17

 
SUBSEA INNOVATION LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.19

Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Page 18

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies 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 available 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. Revision 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.
Recognition of Revenue 
The recognition of revenue on contracts requires judgements and estimates on the overall contract margin. This judgement is based on contract value, historical experience and forecasts of future outcomes and the total costs to complete a project. Judgement is also applied in determining the most appropriate method to apply in respect of recognising revenue over-time as the service is performed using either the input or output methods.
Intangible Assets
The recognition of intangible assets requires judgements for the capitalisation of staff costs. In line with IAS 38 expenditure on research activities is recognised in the profit and loss account as an expense as incurred. Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve a plan or design for the production of new or substantially improved products or processes. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses. Senior management personnel with current industry knowledge apply judgement to ensure compliance with IAS38.

Page 19

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


31 December
30 September
2024
2023
£
£

Sales
7,303,665
4,275,170

7,303,665
4,275,170


Analysis of turnover by country of destination:

31 December
30 September
2024
2023
£
£

United Kingdom
4,840,328
2,462,248

Rest of Europe
1,708,771
564,483

Rest of the world
754,566
1,248,439

7,303,665
4,275,170


Timing of revenue recognition:

31 December
30 September
2024
2023
£
£


Goods and services transferred at a point in time
992,391
670,000

Goods and services transferred over time
6,311,274
3,605,170

7,303,665
4,275,170

Page 20

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

5.


Other operating income

31 December
30 September
2024
2023
£
£

Government grant income
327,332
8,000



6.


Operating loss

The operating loss is stated after charging:

31 December
30 September
2024
2023
£
£

Depreciation of tangible fixed assets
156,628
155,000

Amortisation of intangible assets, including goodwill
250,425
177,000

Exchange differences
(13,659)
(1,808)


7.


Auditor's remuneration

During the period, the company obtained the following services from the company's auditor:


31 December
30 September
2024
2023
£
£

Fees payable to the company's auditor for the audit of the company's financial statements
18,500
15,000

Page 21

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

8.


Employees

31 December
30 September
2024
2023
£
£

Wages and salaries
2,217,701
1,973,000

Social security costs
229,635
193,286

Share-based payments
-
8,000

Cost of defined contribution scheme
147,711
127,827

2,595,047
2,302,113


The average monthly number of employees, including the directors, during the period was as follows:


     31 December
     30 September
        2024
        2023
            No.
            No.







Directors
2
3



Engineering
24
24



Production
9
8



Administration
3
5

38
40


9.


Directors' remuneration

31 December
30 September
2024
2023
£
£

Directors' emoluments
92,826
216,000

Company contributions to money purchase pension plans
-
33,000

92,826
249,000


During the year retirement benefits were accruing to 1 directors (2023 - 1) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £92,826 (2023 - £216,000).
The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £33,000).

Page 22

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

10.


Interest payable and similar expenses

31 December
30 September
2024
2023
£
£


Bank interest payable
1,390
6,930

Finance leases and hire purchase contracts
3,512
3,124

4,902
10,054


11.


Taxation


31 December
30 September
2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
4,267


-
4,267


Total current tax
-
4,267

Deferred tax


Origination and reversal of timing differences
(202,740)
-

Total deferred tax
(202,740)
-


Tax on loss
(202,740)
4,267
Page 23

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 22%). The differences are explained below:

31 December
30 September
2024
2023
£
£


Loss on ordinary activities before tax
(642,978)
(1,374,202)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22%)
(160,745)
(302,000)

Effects of:


Non-deductible expenses
31,590
(7,000)

Fixed asset differences
60,381
-

Non-taxable income
(81,833)
-

R&D tax credit
-
(44,000)

Capitalised revenue expenditure
-
(31,000)

Capital gains on revalued assets
(93,740)
-

Chargeable gains/(losses)
51,957
-

Movement in deferred tax not recognised
(23,350)
-

Share based payments
13,000
-

Impact of unrelieved losses
-
388,267

Total tax charge for the period/year
(202,740)
4,267


Factors that may affect future tax charges

There are no factors identified that may affect future tax charges.

Page 24

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

12.


Intangible assets






Development expenditure

£



Cost


At 1 October 2023
879,666



At 31 December 2024

879,666



Amortisation


At 1 October 2023
459,484


Charge for the period on owned assets
250,425



At 31 December 2024

709,909



Net book value



At 31 December 2024
169,757



At 30 September 2023
420,182




Page 25

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

13.


Tangible fixed assets







Long Leasehold
Fixtures & Fittings
Motor Vehicles
IFRS 16 ROU Asset
Total

£
£
£
£
£



Cost or valuation


At 1 October 2023
2,841,500
910,730
61,680
138,064
3,951,974


Disposals
(2,841,500)
(7,537)
-
-
(2,849,037)



At 31 December 2024

-
903,193
61,680
138,064
1,102,937



Depreciation


At 1 October 2023
53,500
715,876
40,110
56,342
865,828


Charge for the period on owned assets
26,600
66,148
5,484
58,396
156,628


Disposals
(80,100)
(7,537)
-
-
(87,637)



At 31 December 2024

-
774,487
45,594
114,738
934,819



Net book value



At 31 December 2024
-
128,706
16,086
23,326
168,118



At 30 September 2023
2,788,000
194,854
21,570
81,722
3,086,146




The net book value of land and buildings may be further analysed as follows:


31 December
30 September
2024
2023
£
£

Freehold
-
2,788,100

-
2,788,100


Page 26

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

14.


Stocks

31 December
30 September
2024
2023
£
£

Raw materials and consumables
153,244
72,039

Work in progress
-
12,579

153,244
84,618




15.


Debtors

31 December
30 September
2024
2023
£
£


Trade debtors
1,220,274
1,810,973

Amounts owed by group undertakings
-
21,324

Other debtors
80,637
72,132

Prepayments and accrued income
46,187
133,949

Amounts recoverable on long-term contracts
707,147
548,898

2,054,245
2,587,276



16.


Cash and cash equivalents

31 December
30 September
2024
2023
£
£

Cash at bank and in hand
145,416
191,166

145,416
191,166


Page 27

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

17.


Creditors: Amounts falling due within one year

31 December
30 September
2024
2023
£
£

Trade creditors
789,692
795,006

Amounts owed to group undertakings
435,837
1,767,672

Other taxation and social security
39,404
57,996

Obligations under IFRS16 income
13,195
50,894

Other creditors
14,644
14,048

Accruals and deferred income
298,218
340,120

1,590,990
3,025,736



18.


Creditors: Amounts falling due after more than one year

31 December
30 September
2024
2023
£
£

Obligations under IFRS16 leases
12,729
38,934

Amounts owed to group undertakings
-
1,234,000

Accruals and deferred income
-
327,332

12,729
1,600,266



19.

Leases

company as a lessee



Lease liabilities are due as follows:


2024
2023
£
£

Not later than one year
13,195
50,894

Between one year and five years
12,729
38,934

25,924
89,828

Page 28

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

20.


Deferred taxation






2024


£






At beginning of year
(202,740)


Charged to profit or loss
215,598


Utilised in year
(12,858)



At end of year
-

The deferred taxation balance is made up as follows:

31 December
30 September
2024
2023
£
£


Tangible fixed assets revaluation
-
(93,740)

Fixed asset timing differences
-
(122,000)

Share based payments
-
13,000

-
(202,740)


21.


Provisions






Onerous contracts

£





At 1 October 2023
108,000


Charged to profit or loss
(84,547)



At 31 December 2024
23,453

The company has assessed that the unavoidable costs of fulfilling the contract obligations exceeds the economic benefits expected to be received from the contract. 

Page 29

 
SUBSEA INNOVATION LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

22.


Share capital

31 
December
30 September
2024
2023
£
£
Allotted, called up and fully paid



2,000,005 (2023 - 2,000,005) 2000005 shares of £1.00 each
2,000,005
2,000,005



23.


Pension commitments

During the year the company contributed £147,711 (2023 - £94,827) to defined contribution pension schemes on behalf of employees. There were contributions of £18,410 (2023 - £15,314) outstanding at year end.


24.


Related party transactions

The Company has taken advantage of the exemption given under FRS 101 in not disclosing related party transactions with other wholly owned Group companies.


25.


Controlling party

The Company's immediate parent undertaking is Unique Group FZC, a company incorporated in the United Arab Emirates.
The ultimate controlling party is UMGHoldco 1 Limited, a limited liability company, which is incorporated in Jersey. The largest and smallest group in which the results of the company and its subsidiaries are consolidated is that headed by UMGHoldco 1 Limited. No other group financial statements include the results of the company. The consolidated financial statements of this group are not available to the public.

Page 30