REGISTERED NUMBER: SC661348 (Scotland)

Financial Statements for the Year Ended 31 December 2024

for

ARATELLUS OFFSHORE LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

S H D Cowie

C J Hardie

REGISTERED OFFICE:

5 Carden Place

Aberdeen

AB10 1UT

REGISTERED NUMBER:

SC661348 (Scotland)

SENIOR STATUTORY AUDITOR:

Andrew Davis ACCA CTA MAAT

AUDITORS:

AMS Audit Limited

1 Hardman Street

Spinningfields

Manchester

M3 3HF

FIXED ASSETS

Tangible assets

4

9,597,284

8,145,479

CURRENT ASSETS

Debtors

5

1,128,446

4,371,018

Cash at bank and in hand

487,725

2,258,206

1,616,171

6,629,224

CREDITORS

Amounts falling due within one year

6

11,759,941

13,418,286

NET CURRENT LIABILITIES

(10,143,770

)

(6,789,062

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(546,486

)

1,356,417

PROVISIONS FOR LIABILITIES

8

158,892

416,181

NET (LIABILITIES)/ASSETS

(705,378

)

940,236

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(705,379

)

940,235

SHAREHOLDERS' FUNDS

(705,378

)

940,236

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 September 2025 and were signed on its behalf by:

S H D Cowie - Director

1.	STATUTORY INFORMATION

Aratellus Offshore Limited is a private company, limited by shares , registered in Scotland. 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 Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 £.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Tangible fixed assets

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

Plant and machinery

-

33% on cost

Office equipment

-

33% on cost

SWORD

-

6.67% on cost

Assets in the course of construction are not depreciated.

Financial instruments

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

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

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

Basic financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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.

Taxation

Taxation for the year 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 year 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.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

At 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.

Subsequent to the year end, the company underwent a restructuring process whereby the SWORD asset was transferred to Aratellus Assets Limited, with the corresponding liabilities associated with the asset also repaid as part of the restructure. The company will continue to operate its offshore business services through the rental of the asset from Aratellus Assets Limited. Although the company was in a net liabilities position at the year end, the directors have considered the impact of the restructure, alongside the company's forecasts, cash flow projections, and liquidity position, and are satisfied that the company will remain cash generative.

Through continued careful cash management, the company is expected to meet its liabilities as they fall due. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 15 (2023 - 38 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

Office

machinery

equipment

SWORD

Totals

£

£

£

£

COST

At 1 January 2024

264,098

53,984

8,281,057

8,599,139

Additions

12,788

8,401

2,100,326

2,121,515

Disposals

(80,000

)

-

-

(80,000

)

At 31 December 2024

196,886

62,385

10,381,383

10,640,654

DEPRECIATION

At 1 January 2024

145,834

34,507

273,319

453,660

Charge for year

62,599

14,285

592,826

669,710

Eliminated on disposal

(80,000

)

-

-

(80,000

)

At 31 December 2024

128,433

48,792

866,145

1,043,370

NET BOOK VALUE

At 31 December 2024

68,453

13,593

9,515,238

9,597,284

At 31 December 2023

118,264

19,477

8,007,738

8,145,479

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Trade debtors

558,622

211,967

Amounts owed by group undertakings

32,343

3,280,926

Other debtors

537,481

878,125

1,128,446

4,371,018

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Trade creditors

675,161

2,042,518

Amounts owed to group undertakings

4,331,063

3,349,583

Taxation and social security

105,408

1,194,016

Other creditors

6,648,309

6,832,169

11,759,941

13,418,286

During 2020, the company entered into a financing agreement with a third party, Sulmara Subsea Limited. The obligations under this agreement were subsequently transferred to another group company under a novation agreement and a guarantee of these obligations remains in the name of Aratellus Offshore Limited. As at 31 December 2024, an amount of £5,836,668 (2023 - £4,484,177) is included in other creditors in respect of this transaction. Sulmara Subsea Limited holds a floating charge over the assets of the Company in respect of this arrangement.

The loan from Sulmara Subsea Limited (who are not a shareholder) is secured by a share pledge, and under Scots law, this entitles Sulmara Subsea Limited to title of the shares of Aratellus Offshore Limited including any dividend payments. All voting rights remain within the Aratellus Group of Companies and not with Sulmara Subsea Limited, in the event of a default Sulmara Subsea Limited have the right to acquire full rights over the shares.

Interest on the other loan is payable at a rate of 15% per annum, an obligation to repay the loan arose in April 2022. The loan was repaid in full post year end.

7.	LEASING AGREEMENTS

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

2024

2023

as restated

£

£

Within one year

14,500

14,500

Between one and five years

9,667

24,167

24,167

38,667

8.	PROVISIONS FOR LIABILITIES

2024

2023

as restated

£

£

Deferred tax

158,892

416,181

Deferred

tax

£

Balance at 1 January 2024

416,181

Credit to Income Statement during year

(257,289

)

Balance at 31 December 2024

158,892

9.	AUDIT REPORT INFORMATION

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our given opinion the financial statements:

- give a true and fair value of the state of the company's affairs as at 31 December 2024 and of its loss for the year 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.

Andrew Davis ACCA CTA MAAT (Senior Statutory Auditor)

for and on behalf of AMS Audit Limited

10.	PENSION COMMITMENTS

The company's defined contribution pension cost for the year was £48,031 (2023 - £147,674). Outstanding contributions as at the year end totalled £3,507 (2023 - £12,730).

11.	RELATED PARTY DISCLOSURES

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.

The following amounts were outstanding at the reporting end date:

Amounts due from related parties:

Drebbel de Mexico S. de R.L. de C.V. (common director) - £521,449 (2023 - £211,786)

During the year there the net sales from the company to related parties amounted to £5,654,987 (2023 - £2,535,701).

Amounts due to related parties:

Infinity Advisors Limited T/A Infinity Partnership (common director) - £46,556 (2023 - £40,334)

During the year there the net purchases from the related party to the company amounted to £99,840 (2023 - £104,522).

12.	POST BALANCE SHEET EVENTS

Subsequent to the year end, the company underwent a group restructuring. On 30th April 2025, Aratellus Midco Limited acquired 100% of the issued share capital of Aratellus Offshore Limited. Following this transaction, Aratellus Group Limited became the ultimate parent company of the newly formed group.

On 30th April 2025, the company completed the transfer of ownership of the SWORD fixed asset to Aratellus Assets Limited, a fellow group company.

13.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Aratellus Group Limited.

The Company had a loan from Sulmara Subsea Limited, who is not a shareholder, secured by a share pledge over shares in Aratellus Offshore Limited. Under Scots law, Sulmara Subsea Limited holds title to the pledged shares, including any dividend payments. However, all voting rights remain with Aratellus Group Limited. In the event of a default, Sulmara Subsea Limited has the right to acquire full rights over the shares (see Note 10).

Subsequent to the year end the loan was repaid, and the share pledge has been released.