REGISTERED NUMBER: 03223673 (England and Wales)

A-2-SEA SOLUTIONS LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD

30 SEPTEMBER 2023 TO 27 SEPTEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

9

Balance Sheet

10

Notes to the Financial Statements

11

DIRECTORS:

D R Coughlan

J E Geisler

Mrs S Baxter

SECRETARIES:

Ms M Brereton

Corporation Service Company (UK) Limited

REGISTERED OFFICE:

Unit 15

Romsey Industrial Estate

Romsey

Hampshire

SO51 0HR

REGISTERED NUMBER:

03223673 (England and Wales)

AUDITORS:

Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

BANKERS:

National Westminster Bank plc

12 High Street

Southampton

Hampshire

SO14 2BF

The directors present their strategic report for the perid ended 27 September 2024.

A-2-Sea delivers expert cable and survey solutions to the global subsea community through provision of products and services:

1) Supply of specialised subsea fibre optic cable jointing equipment for the telecommunications industry

2) Shallow water and short haul subsea fibre optic cable installation and repair operations

3) Emergency call-out repair for subsea fibre optic cable beach and land cable segments, including jointing and testing services

4) Hydrographic and geophysical survey services for both cable and the subsea telecommunications and offshore renewables industries

REVIEW OF BUSINESS

A-2-Sea returned further growth in FY 2024. Company revenue and profit margins have increased since the previous year. The company has continued its focus on reducing project costs and improving profit margin.

The company's performance exceeded the financial targets outlined in the annual forecast budget. Performance was related to good project execution and close financial management; no loans or investment have been required.

PRINCIPAL RISKS AND UNCERTAINTIES

Detailed project planning and good execution remain key in minimising risk and uncertainty. Cashflow and liquidity are managed monthly and is considered carefully at the project bid and contract award stages. The industries in which the company operate are buoyant and there is sufficient demand for our services.

FINANCIAL KEY PERFORMANCE INDICATORS

A detailed annual forecast budget was approved by the company board 2 months prior to the start of FY 2024. Management accounts were produced monthly and compared against the company forecast budget. Monthly company performance and comparison to the forecast budget were presented to the company's senior managers monthly for strategic discussion and input to monthly or quarterly objectives.

During the year, the following performance indicators were reviewed and monitored:

- Turnover has increased by 12% from FY 2023 to FY 2024.

- Gross profit margin has decreased from 47% (FY 2023) to 45% (FY 2024).

- Earnings before interest, taxes, depreciation and amortisation has decreased from 41% (FY 2023) to 35% (FY 2024) as the company continues to grow.

Revenue in FY 2024 exceeded the FY 2024 forecast budget.

FUTURE OUTLOOK

In the next financial year, we will be turning our focus towards our parent company's project requirements.

RESEARCH AND DEVELOPMENT

The company does not carry out research and development activities.

ON BEHALF OF THE BOARD:

Mrs S Baxter - Director

3 September 2025

The directors present their report with the financial statements of the company for the period ended 27 September 2024. This is the final Friday of the month in line with group reporting.

DIVIDENDS

The total distribution of dividends for the year ended 27 September 2024 was £7,880,219 (2023: £3,832,694l).

DIRECTORS

The directors shown below have held office during the whole of the period from 30 September 2023 to the date of this report.

D R Coughlan

J E Geisler

Other changes in directors holding office are as follows:

T M Lynch - resigned 5 April 2024

Mrs S Baxter - appointed 5 April 2024

DISCLOSURE IN THE STRATEGIC REPORT

Future developments have been disclosed within the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mrs S Baxter - Director

3 September 2025

Opinion

We have audited the financial statements of A-2-Sea Solutions Limited (the 'company') for the period ended 27 September 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of 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 27 September 2024 and of its profit 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 Auditors' 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). 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 that are applicable to the company, and the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Practice and the relevant tax compliance regulations for the company.

- We obtained an understanding of how the company is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of minutes of meetings, legal and professional costs and other correspondence.

- We assessed the susceptibility of the company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

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 Report of the Auditors.

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 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 a Report of the Auditors 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.

Michaela Johns (Senior Statutory Auditor)

for and on behalf of Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

3 September 2025

TURNOVER

3

19,903,436

17,817,082

Cost of sales

(10,860,329

)

(9,453,187

)

GROSS PROFIT

9,043,107

8,363,895

Administrative expenses

(2,383,622

)

(1,615,692

)

OPERATING PROFIT

5

6,659,485

6,748,203

Interest receivable and similar income

6

17,605

14,102

PROFIT BEFORE TAXATION

6,677,090

6,762,305

Tax on profit

7

(1,679,148

)

(1,489,747

)

PROFIT FOR THE FINANCIAL PERIOD

4,997,942

5,272,558

Retained earnings at beginning of period

7,157,980

5,718,116

Dividends

8

(7,880,219

)

(3,832,694

)

RETAINED EARNINGS AT END OF PERIOD

4,275,703

7,157,980

FIXED ASSETS

Tangible assets

9

777,277

991,471

CURRENT ASSETS

Stocks

10

251,349

367,415

Debtors

11

2,767,881

6,746,530

Cash at bank and in hand

3,867,183

4,595,937

6,886,413

11,709,882

CREDITORS

Amounts falling due within one year

12

(3,190,059

)

(5,357,188

)

NET CURRENT ASSETS

3,696,354

6,352,694

TOTAL ASSETS LESS CURRENT LIABILITIES

4,473,631

7,344,165

PROVISIONS FOR LIABILITIES

14

(197,752

)

(186,009

)

NET ASSETS

4,275,879

7,158,156

CAPITAL AND RESERVES

Called up share capital

15

101

101

Share premium

16

75

75

Retained earnings

16

4,275,703

7,157,980

SHAREHOLDERS' FUNDS

4,275,879

7,158,156

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2025 and were signed on its behalf by:

Mrs S Baxter - Director

1.	STATUTORY INFORMATION

A-2-Sea Solutions Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with FRS102 "The Financial Reporting Standards applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The 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 £1.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer.

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

Straight line over 5 years

Plant and machinery

-

Straight line over 3 years

Vessels Plant & Equipment

-

25% Straight line and Straight line over 3 years

Motor vehicles

-

Straight line over 5 years

Computer equipment

-

Straight line over 5 years

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

Contribution to defined contribution plans are expenses in the period in which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

Design Development Manufacture

3,766,811

4,374,949

Cable Maintenance

313,309

392,650

Cable Installation

10,054,675

6,989,136

Hydrographic Survey

5,768,641

6,060,347

19,903,436

17,817,082

An analysis of turnover by geographical market is given below:

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

United Kingdom

8,058,589

6,775,454

Europe

469,434

2,341,878

United States of America

11,244,955

7,630,494

Rest of the world

130,458

1,069,256

19,903,436

17,817,082

4.	EMPLOYEES AND DIRECTORS

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

Wages and salaries

2,307,765

2,173,775

Social security costs

250,928

229,815

Other pension costs

43,420

53,352

2,602,113

2,456,942

The average number of employees during the period was as follows:

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

Management

4

4

Admin

7

8

Projects

39

39

50

51

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

Depreciation - owned assets

317,571

509,128

Loss on disposal of fixed assets

10,412

8,615

Auditors' remuneration

23,500

14,850

Foreign exchange differences

581,718

(271,498

)

Operating leases - rent

-

107,992

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

Deposit account interest

17,605

14,102

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

Current tax:

UK corporation tax

1,723,677

1,576,676

Deferred tax

(44,529

)

(86,929

)

Tax on profit

1,679,148

1,489,747

UK corporation tax has been charged at 25% (2023 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

Profit before tax

6,677,090

6,762,305

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

1,669,273

1,690,576

Effects of:

Expenses not deductible for tax purposes

(443

)

(36,123

)

Change in corporation tax rate

-

(213,963

)

Depreciation of non-qualifying assets

10,318

49,257

Total tax charge

1,679,148

1,489,747

8.

DIVIDENDS

Period

Period

30.9.23

1.10.22

to

to

27.9.24

29.9.23

£

£

Ordinary A shares shares of 1 each

Interim

7,880,219

3,832,694

9.	TANGIBLE FIXED ASSETS

Vessels

Improvements

Plant and

Plant &

to property

machinery

Equipment

£

£

£

COST

At 30 September 2023

245,853

1,235,968

1,160,345

Additions

-

43,277

50,442

Disposals

(29,510

)

(145,672

)

(83,583

)

Reclassification/transfer

-

182,657

(182,657

)

At 27 September 2024

216,343

1,316,230

944,547

DEPRECIATION

At 30 September 2023

190,520

915,943

652,137

Charge for period

29,875

212,277

40,014

Eliminated on disposal

(29,510

)

(145,672

)

(82,174

)

Reclassification/transfer

-

160,445

(160,445

)

At 27 September 2024

190,885

1,142,993

449,532

NET BOOK VALUE

At 27 September 2024

25,458

173,237

495,015

At 29 September 2023

55,333

320,025

508,208

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 30 September 2023

79,755

268,041

2,989,962

Additions

-

18,899

112,618

Disposals

-

(52,414

)

(311,179

)

Reclassification/transfer

-

-

-

At 27 September 2024

79,755

234,526

2,791,401

DEPRECIATION

At 30 September 2023

37,847

202,044

1,998,491

Charge for period

10,700

24,705

317,571

Eliminated on disposal

-

(44,582

)

(301,938

)

Reclassification/transfer

-

-

-

At 27 September 2024

48,547

182,167

2,014,124

NET BOOK VALUE

At 27 September 2024

31,208

52,359

777,277

At 29 September 2023

41,908

65,997

991,471

10.

STOCKS

2024

2023

£

£

Stocks

251,349

255,665

Work-in-progress

-

111,750

251,349

367,415

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

523,564

5,219,318

Amounts owed by group undertakings

-

67,340

Amounts recoverable on contract

1,174,671

1,007,455

Other debtors

82,007

20,427

Tax

864,909

-

Prepayments and accrued income

122,730

431,990

2,767,881

6,746,530

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

534,626

914,565

Amounts owed to group undertakings

359,432

-

Tax

-

684,694

Social security and other taxes

56,529

62,344

VAT

354,820

452,105

Other creditors

5,581

7,667

Accruals and deferred income

1,879,071

3,235,813

3,190,059

5,357,188

13.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

106,845

87,613

Between one and five years

409,216

-

516,061

87,613

14.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

141,480

186,009

Other provisions

56,272

-

197,752

186,009