Tower Cruises Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

Registered number: 14598660

		31 December 2024		31 December 2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		3,283,978		-

			3,283,978		-
CURRENT ASSETS
Debtors	5	552,644		12,018
Cash at bank and in hand		419,749		41,574

		972,393		53,592
Creditors: Amounts Falling Due Within One Year	6	(522,382 )		(106,370 )

NET CURRENT ASSETS (LIABILITIES)			450,011		(52,778 )

TOTAL ASSETS LESS CURRENT LIABILITIES			3,733,989		(52,778 )

Creditors: Amounts Falling Due After More Than One Year	7		(3,578,469 )		(88,000 )

NET ASSETS/(LIABILITIES)			155,520		(140,778 )

CAPITAL AND RESERVES
Called up share capital	9		80		80
Other reserves			338,091		-
Profit and Loss Account			(182,651 )		(140,858 )

SHAREHOLDERS' FUNDS			155,520		(140,778)

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Tower Cruises Limited

Balance Sheet (continued)

As At 31 December 2024

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

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

Christopher Kangis

Director

18/09/2025

The notes on pages 3 to 6 form part of these financial statements.

1. General Information

Tower Cruises Limited is a private company, limited by shares, incorporated in England & Wales, registered number 14598660 . The registered office is Woods Quay, Victoria Embankment, London, WC2N 6AY.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Tangible Fixed Assets and Depreciation

Assets under construction are accounted for at cost based on the boat builder's value of work completed at the balance sheet date, plus other direct costs incurred to 31st December 2024 and less any related capital government grants.

During the year the company commissioned the construction of a battery powered, low speed catamaran tourist cruise vessel. Construction of this asset will complete in 2025 and at this time it will be transferred out of assets under construction. The vessel will come into use in 2025.

2.3. 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.

2.4. Pensions

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.

2.5. Government Grant

Government grants are recognised as due to the company when there is reasonable assurance that the company has complied with the conditions attached to the payments and the grants have been received.

Revenue grants are recognised in profit and loss in the period in which the company recognises the related costs for which the grant is intended to compensate.

Grants used to finance capital expenditure will be recognised over the useful life of the asset under construction in future periods along with associated depreciation.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 2 (2023: 2)

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Tower Cruises Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

4. Tangible Assets

	Fixtures & Fittings
	£
Cost
As at 1 January 2024	-
Additions	3,283,978

As at 31 December 2024	3,283,978

Net Book Value
As at 31 December 2024	3,283,978

As at 1 January 2024	-

5. Debtors

	31 December 2024	31 December 2023
	£	£
Due within one year
Trade debtors	4,650	-
Other debtors	538,409	80
VAT	9,585	11,938

	552,644	12,018

Other debtors include a deferred tax asset of £438,951 arising from unrelieved tax losses expected to be recovered against future taxable profits.

6. Creditors: Amounts Falling Due Within One Year

	31 December 2024	31 December 2023
	£	£
Trade creditors	504,482	71,447
Bank loans and overdrafts	11,440	-
Other creditors	6,460	2,600
Taxation and social security	-	32,323

	522,382	106,370

Other creditors comprise the following:

i. Parent Company loan

As referred to in note 9 the parent company Woods River Cruises Limited loaned the company £1.4M during the period.

ii. Convertible loan note

On 9th April 2024 the company issued a £1M unsecured convertible loan note which is convertible into 20 ordinary £1 shares at a price of £50,000 each. Interest is payable on any outstanding loan note balance on an annual basis at an amount equal to 20% of the total of any dividend declared and paid. The note is convertible at any time before 31st December 2028 and is redeemable on 1st March 2029.

The proceeds received from the issue of the convertible loan note have been split between the liability element and the equity component , representing the fair value of the embedded option to convert the liability into equity of the company as follows:

Proceeds of issue £1,000,000

Liability component at date of issue (£661,909)

Equity component £338,091

...CONTINUED

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Tower Cruises Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

6. Creditors: Amounts Falling Due Within One Year - continued

The directors estimate the fair value of the liability component at 31 December 2024 to be approximately £661,909, which is determined by discounting the future cash flows at the market rate of 8.6%.

The equity component of £338,091 has been credited to the Convertible Debt Reserve, within capital and reserves.

7. Creditors: Amounts Falling Due After More Than One Year

	31 December 2024	31 December 2023
	£	£
Bank loans	2,516,560	-
Other loans	1,061,909	-
Other creditors	-	88,000

	3,578,469	88,000

8. Secured Creditors

The following secured debts are included within creditors:

31.12.24 31.12.23

£ £

Bank loans 1,525,510 -

The bank loan carries interest at a rate of 4.1% above the Bank of England Base Rate, is repayable in 84 monthly instalments from 24 September 2024 and is secured under a deed of assignment. The assigned property comprises the Building Contract and, if the Borrower succeeds in amending the Refund Guarantee to permit assignment, the Refund Guarantee, including (without limitation) all the Buyer's rights in and to the Vessel as she is being constructed , the right to take delivery of the Vessel, all sums payable or which may become payable to or to the order of the Buyer under or pursuant to the Building Contact , and damages and other payments (whether awarded by any court or arbitral tribunal or by agreement or otherwise) for breach, termination or variation of the Building Contract.

Additionally the parent company Woods River Cruises Limited is party to the agreement as guarantor.

9. Share Capital

	31 December 2024	31 December 2023
	£	£
Allotted, Called up and fully paid	80	80

10. Capital Commitments

At the balance sheet date the company had committed a further £4,027,372 in respect of the construction of the tourist cruise vessel. This commitment will be met in 2025.

11. Reserves

Other reserves comprise the convertible debt reserve being the equity component of the convertible loan note as referred to in note 7 of the financial statements.

12. Related Party Transactions

At 31st December 2024 £1,400,000 was repayable to Woods River Cruises Limited the parent company. This loan carries interest at the rate of 2.75% above the Bank of England's base rate and is repayable on 16 May 2034.

During the post balance sheet period the company made a short term loan of £300,000 to the parent company Woods River Cruises Limited. This loan is repayable in the current year and carries interest at the rate of 2.75% above the Bank of England's base rate.

Additonally as stated in note 8 to the financial statements the parent company has provided a financial guarantee in respect of a bank loan of £1,525,510 at the balance sheet date.

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Tower Cruises Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

13. Ultimate Controlling Party

The day to day control of the company rests with the directors. The controlling party is the immediate parent company Woods River Cruises Limited a company registered in England and Wales.

There is no single ultimate controlling party.

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