Company registration number 11907819 (England and Wales)
OCEAN WALL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
OCEAN WALL LIMITED
COMPANY INFORMATION
Directors
N J Lawson
M D Roos
(Appointed 1 May 2025)
A D Henderson
(Appointed 1 May 2025)
N Grant
(Appointed 8 July 2025)
J Barnett
(Appointed 8 July 2025)
Company number
11907819
Registered office
124 City Road
London
United Kingdom
EC1V 2NX
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
Business address
3rd Floor
10 John Princes Street
London
United Kingdom
W1G 0JW
OCEAN WALL LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 27
OCEAN WALL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -
The directors present their annual report and financial statements for the year ended 31 March 2025.
Principal activities
The principal activity of the company continued to be that of financial intermediation.
Results and dividends
The results for the year are set out on page 6.
Ordinary dividends were paid amounting to £500,000. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
I Ross
(Resigned 2 July 2025)
N J Lawson
M D Roos
(Appointed 1 May 2025)
A D Henderson
(Appointed 1 May 2025)
N Grant
(Appointed 8 July 2025)
J Barnett
(Appointed 8 July 2025)
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr N J Lawson
Director
24 July 2025
OCEAN WALL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 judgements 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
OCEAN WALL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OCEAN WALL LIMITED
- 3 -
Opinion
We have audited the financial statements of Ocean Wall Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
OCEAN WALL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OCEAN WALL LIMITED
- 4 -
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 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 take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
OCEAN WALL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OCEAN WALL LIMITED
- 5 -
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.
David Green MA (Cantab) FCA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
24 July 2025
Chartered Accountants
Statutory Auditor
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
OCEAN WALL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
2025
2024
as restated
Notes
£
£
Turnover
3
4,228,665
3,221,614
Administrative expenses
(4,158,162)
(1,476,295)
Operating profit
4
70,503
1,745,319
Interest receivable and similar income
52,172
22,631
Interest payable and similar expenses
8
(18)
Amounts written off investments
9
260,344
233,873
Profit before taxation
383,019
2,001,805
Tax on profit
10
(42,947)
(532,590)
Profit for the financial year
340,072
1,469,215
The profit and loss account has been prepared on the basis that all operations are continuing operations.
OCEAN WALL LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 7 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
1,018
2,721
Investments
13
522,685
185,502
523,703
188,223
Current assets
Debtors
15
1,662,657
1,017,992
Investments
16
1,392,117
651,303
Cash at bank and in hand
952,580
1,488,493
4,007,354
3,157,788
Creditors: amounts falling due within one year
17
(983,180)
(719,896)
Net current assets
3,024,174
2,437,892
Total assets less current liabilities
3,547,877
2,626,115
Creditors: amounts falling due after more than one year
18
(29,363)
Provisions for liabilities
Deferred tax liability
19
136,019
137,539
(136,019)
(137,539)
Net assets
3,382,495
2,488,576
Capital and reserves
Called up share capital
25
333
313
Share premium account
1,640,820
639,900
Other reserves
52,907
Profit and loss reserves
1,688,435
1,848,363
Total equity
3,382,495
2,488,576
The financial statements were approved by the board of directors and authorised for issue on 24 July 2025 and are signed on its behalf by:
Mr N J Lawson
Director
Company Registration No. 11907819
OCEAN WALL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
Share capital
Share premium account
Share based payment reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 March 2024:
Balance at 1 April 2023
313
639,900
-
379,148
1,019,361
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
1,469,215
1,469,215
Balance at 31 March 2024
313
639,900
-
1,848,363
2,488,576
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
-
-
340,072
340,072
Issue of share capital
25
20
1,000,920
-
-
1,000,940
Dividends
11
-
-
-
(500,000)
(500,000)
Credit to equity for equity settled share-based payments
-
-
52,907
52,907
Balance at 31 March 2025
333
1,640,820
52,907
1,688,435
3,382,495
OCEAN WALL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
30
(9,515)
196,219
Interest paid
(18)
Income taxes paid
(426,646)
(25,344)
Net cash (outflow)/inflow from operating activities
(436,161)
170,857
Investing activities
Purchase of investments
(1,105,571)
(678,251)
Proceeds from disposal of investments
452,707
1,386,996
Interest received
52,172
22,631
Net cash (used in)/generated from investing activities
(600,692)
731,376
Financing activities
Proceeds from issue of shares
1,000,940
Dividends paid
(500,000)
Net cash generated from/(used in) financing activities
500,940
-
Net (decrease)/increase in cash and cash equivalents
(535,913)
902,233
Cash and cash equivalents at beginning of year
1,488,493
586,260
Cash and cash equivalents at end of year
952,580
1,488,493
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
1
Accounting policies
Company information
Ocean Wall Limited is a private company limited by shares incorporated in England and Wales. The registered office is 124 City Road, London, United Kingdom, EC1V 2NX.
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.
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, modified to include financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue is generated through the provision of consultancy, client relations, performance fees and research fees. This revenue is recognised following completion of the services when it is deemed the risks and rewards of have been transferred to the customer.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
Straight line over 3 years
Computers
Straight line over 3 years
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
Fixed asset investments
Investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Investments held by the company consist of shares in listed and unlisted entities.
Shares in unlisted investments are held at fair value through profit and loss and are reviewed annually for indicators of potential impairment.
Shares in listed investments are reviewed regularly and held at market value at the reporting date. Changes to the fair value of the investments due to market value fluctuations are recognised through the profit and loss account.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 11 -
1.6
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.
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.
1.7
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
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.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
Other financial assets
Other financial assets, including investments in equity instruments such as shares in companies which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
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.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
1.11
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
Fair value of cash settled share-based payments is calculated using the method deemed most appropriate for valuation of the scheme. The schemes currently active have been valued using the Black-Scholes model and the Probability-weighted Expected Return Method (PWERM).
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, 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
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.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
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
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
307,813
410,933
Rest of the World
3,920,852
2,810,680
4,228,665
3,221,614
2025
2024
£
£
Other revenue
Interest income
52,172
22,631
All turnover has been derived from the company's principal activity
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
99,673
19,591
Depreciation of owned tangible fixed assets
1,703
1,703
Share-based payments
675,492
-
Operating lease charges
129,067
59,410
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
35,750
18,500
For other services
Other assurance services
1,450
1,375
Taxation compliance services
2,500
1,500
Other taxation services
31,050
3,546
All other non-audit services
12,830
11,900
47,830
18,321
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
6
6
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
3,319,151
1,834,462
Social security costs
356,938
244,987
Pension costs
4,909
3,391
3,680,998
2,082,840
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,386,797
807,558
Amounts receivable under long term incentive schemes
289,575
1,676,371
807,558
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Directors' remuneration
(Continued)
- 17 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
1,193,644
543,595
Amounts receivable under long term incentive schemes
180,985
-
8
Interest payable and similar expenses
2025
2024
£
£
Other finance costs:
Other interest
18
9
Amounts written off investments
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Gain on financial assets held at fair value through profit or loss
260,344
233,873
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
232,087
426,647
Adjustments in respect of prior periods
(515)
Total current tax
232,087
426,132
Deferred tax
Origination and reversal of timing differences
(189,140)
106,458
Total tax charge
42,947
532,590
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
10
Taxation
(Continued)
- 18 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Profit before taxation
383,019
2,001,805
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
95,755
500,451
Tax effect of expenses that are not deductible in determining taxable profit
179,952
6,359
Tax effect of income not taxable in determining taxable profit
(106,308)
(300,053)
Adjustments in respect of prior years
(515)
Effect of prior period adjustment
2,747
Permanent capital allowances in excess of depreciation
426
426
Movements in deferred tax
(189,140)
106,458
Capital losses utilised
(7,554)
Capital gains on disposals
62,262
224,271
Taxation charge for the year
42,947
532,590
11
Dividends
2025
2024
2025
2024
Per share
Per share
Total
Total
£
£
£
£
Ordinary Shares
Final paid
160.00
500,000
12
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 April 2024 and 31 March 2025
3,960
1,148
5,108
Depreciation and impairment
At 1 April 2024
1,859
528
2,387
Depreciation charged in the year
1,320
383
1,703
At 31 March 2025
3,179
911
4,090
Carrying amount
At 31 March 2025
781
237
1,018
At 31 March 2024
2,101
620
2,721
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
13
Fixed asset investments
2025
2024
£
£
Unlisted investments
522,685
185,502
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 April 2024
185,502
Additions
337,183
At 31 March 2025
522,685
Carrying amount
At 31 March 2025
522,685
At 31 March 2024
185,502
14
Financial instruments
2025
2024
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
1,283,054
651,303
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
390,838
276,627
Other debtors
870,739
519,651
Prepayments and accrued income
208,781
217,034
1,470,358
1,013,312
Deferred tax asset (note 19)
192,299
4,680
1,662,657
1,017,992
16
Current asset investments
2025
2024
£
£
Listed investments - Restricted
109,063
Listed investments
1,283,054
651,303
1,392,117
651,303
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
17
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Trade creditors
28,983
(134)
Corporation tax
232,087
426,647
Other taxation and social security
47,852
68,453
Deferred income
20
185,813
Liability for share based payments
22
593,222
Other creditors
1,027
1,728
Accruals and deferred income
80,009
37,389
983,180
719,896
18
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Liability for share based payments
22
29,363
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£
£
£
£
Share based payments
-
-
168,873
-
Investments
136,019
137,539
23,426
4,680
136,019
137,539
192,299
4,680
2025
Movements in the year:
£
Liability at 1 April 2024
132,859
Credit to profit or loss
(189,139)
Asset at 31 March 2025
(56,280)
The deferred tax asset and liability set out above are expected to reverse within 12 months and relates to timing differences on the revaluation of investments that are expected to mature within the same period.
Deferred tax assets also relate to share based payment expenses and are expected to reverse in subsequent years
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
20
Deferred income
2025
2024
£
£
Other deferred income
-
185,813
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
4,909
3,391
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £1,027 (2023: £453) were payable to the fund at the balance sheet date.
22
Share-based payment transactions
During the year Ocean Wall Limited granted two traches of EMI options to staff. The schemes were granted on the first (scheme 1) granted on 06/06/2024 and the second (scheme 2) granted on 31/03/25.
Scheme 1 has been considered to have a minimal fair value and as such no expense has been recognised in respect of this. Scheme 2 has been valued by management as set out below.
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 April 2024
Granted
12,141
6.63
Outstanding at 31 March 2025
12,141
6.63
Exercisable at 31 March 2025
The options outstanding at 31 March 2025 had an exercise price ranging from £0.001 to £590 (2024: £-), and a remaining contractual life of 9.75 years (2024: -)
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
22
Share-based payment transactions
(Continued)
- 22 -
The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method given they are vanilla options with a fixed exercise price and no other hurdles/performance conditions.
Inputs were as follows:
2025
2024
Weighted average share price
51.20
-
Weighted average exercise price
-
-
Expected volatility
32.03
-
Expected life
3.00
-
Risk free rate
4.18
-
Expected dividends yields
-
-
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £52,907 (2024 - £-) which related to equity settled share based payment transactions.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
23
Share Based Payments JSOP 1
At 31 March 2025 Ocean Wall operated a JSOP scheme alongside several employees. The scheme provides beneficial interest in 22,115 shares of Solution Energy PTY LTD held by Ocean Wall Limited under the terms of the JSOP Scheme. The shares held Solution Energy PTY LTD were received by Ocean Wall Limited as payment for services provided in the period. The scheme provides returns to JSOP holders if the share value rises above a market value hurdle and can be considered a cash settled share-based payment arrangement.
The weighted average fair price of options granded in the year was dertermined using the Black-Scholes option pricing model.The scheme provides returns to JSOP holders above a certain hurdle, which was modeled using Black Scholes by setting the exercise price equal to the hurdle, given participants receive returns above the hurdle.Solution Energy has not paid dividends and therefore managment do not incorporate a dividend yield assumption in our analysis.
Inputs were as follows:
2025
2024
Weighted average share price
14.02
-
Weighted average exercise price
14.02
-
Expected volatility
32.03
-
Expected life
5.00
-
Risk free rate
3.87
-
Expected dividends yields
-
-
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £29,363 (2024-£-) and liabilities of £29,363 (2024-£-) which related to cash settled share based payment transactions. Of the expenses recognised in the year £13,657 (2024-£-) was in relation to interests held by directors.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
24
Share Based Payments JSOP 2
At 31 March 2025 Ocean Wall operated a JSOP scheme alongside several employees. The scheme provides beneficial interest in a convertible loan note (CLN) with face value of $487,426 in Quantum Leap Energy LLC under the terms of the JSOP Scheme. The convertible loan note with Quantum Leap Energy LLC was received by Ocean Wall Limited as payment for services. The scheme provides returns to JSOP participants on conversion of the CLN and can be considered a cash settled share-based payment arrangement.
The JSOP agreements do not contain an attached service condition and therefore management have recognised the full expense of the JSOP immediately on grant. This reflects that there is no requirement for future service as part of the employee entitlement to the award.
The CLN will convert either at maturity or upon a spin-out or secondary transaction. CLN conversion is event-driven and given the close proximity of the expected exit event the PWERM approach is concluded to be the most appropriate/reasonable.
The PWERM valuation method calculates a probability-weighted expected outcome and discounts it to the Valuation Date. At the inception of the CLN, the face value and fair value should match, as the instrument is negotiated at arm's length between market participants. The required return for market participants can be inferred from the internal yield (IRR) and probability-weighted analysis at the inception date. Given the time since issue and the approaching proximity of a potential exit event management has reflected this in reduction in the required yield, consistent with the risk reduction and greater certainty around timing and quantum of exit.
The following assumptions were used in the calculation of the fair value of the convertible loan note:
Grant Date – the employees were awarded the interests on 31 March 2025;
Inception date – the CLN was issued to investors on 28/02/24
Conversion - the CLN can convert on a spin-out or a secondary Transaction. Management believe there is a high probability of conversion/IPO event to take place at/around December 2025;
Conversion price - the CLN converts at the lower of a 20% discount below $80m, and the share price implied by a $80m valuation;
PIK- accruing quaterly at LIBOR +2%; and
Probabilities – four different potential exit scenarios were considered and appropriate probabilities applied to each.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £593,222 (2024-£-) and liabilities of £593,222 (2024-£-) which related to cash settled share based payment transactions. Of the expenses recognised in the year £275,918 (2024-£-) was in relation to interests held by directors.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
25
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares
332,035
3,125
333
313
Ordinary shares have a nominal value of 0.1p each (2024:10p each)
Each ordinary share carries voting rights, an equal right to dividends and distributions and is not redeemable.
During the period a resolution was made for the sub division of Ordinary shares at a ratio of 100:1. As such issued Ordinary shares at the time increased to 312,500.
Subsequently a share issue was made for a total of 19,535 Ordinary shares with a nominal value of £0.001 at a price of £51.20 each.
26
Reserves
Share premium account
This reserve records the amount above the nominal value received for shares, less transaction costs.
Other reserves
This reserve records amounts in relation to unexercised employee share schemes.
Profit and loss reserves
This reserve records all the current and prior year retained earnings.
27
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£
£
Within one year
253,478
55,000
Between one and five years
395,461
27,500
648,939
82,500
28
Related party transactions
During the period transactions were undertaken with Chorus Intelligence Limited an entity with director in common with the company.
In the year sales were undertaken totalling £108,000 (2024: 137,368). A balance of £208,000 (2024: £100,000) was due to Ocean Wall Limited at the year-end.
At the year end Ocean Wall Limited owned shares in Chorus Intelligence Limited with a value of £164,368 (2024: £164,368).
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
29
Ultimate controlling party
The company was under the control of the director, N Lawson, throughout the current and previous year by virtue of his majority shareholding of the issued share capital.
30
Cash (absorbed by)/generated from operations
2025
2024
£
£
Profit for the year after tax
340,072
1,469,215
Adjustments for:
Taxation charged
42,947
532,590
Finance costs
18
Investment income
(52,172)
(22,631)
Gain on disposal of tangible fixed assets
(164,789)
(966,339)
Depreciation and impairment of tangible fixed assets
1,703
1,703
Other gains and losses
(260,344)
(233,873)
Equity settled share based payment expense
52,907
-
Movements in working capital:
Increase in debtors
(457,046)
(832,418)
Increase in creditors
673,020
62,141
(Decrease)/increase in deferred income
(185,813)
185,813
Cash (absorbed by)/generated from operations
(9,515)
196,219
31
Analysis of changes in net funds
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
1,488,493
(535,913)
952,580
32
Prior period adjustment
Previously, the company had not recognised accrued income and deferred income balances within the balance sheet. To align with the reporting standards an adjustment has been raised to recognise accrued income and deferred income. Consequently, the prior period has been restated.
OCEAN WALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
32
Prior period adjustment
(Continued)
- 27 -
Reconciliation of changes in equity
1 April
31 March
2023
2024
£
£
Adjustments to prior year
Accrued income adjustment
-
174,827
Deferred income adjustment
-
(185,812)
Total adjustments
-
(10,985)
Equity as previously reported
1,019,361
2,499,561
Equity as adjusted
1,019,361
2,488,576
Analysis of the effect upon equity
Profit and loss reserves
-
(10,985)
Reconciliation of changes in profit for the previous financial period
2024
£
Adjustments to prior year
Accrued income adjustment
174,827
Deferred income adjustment
(185,812)
Total adjustments
(10,985)
Profit as previously reported
1,480,200
Profit as adjusted
1,469,215
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