Proteus Marine Renewables Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 14226131 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

PROTEUS MARINE RENEWABLES LIMITED

Page

Company Information

1

Chartered Accountants' Report

2

Balance Sheet

3

Notes to the Financial Statements

5

DIRECTORS:

J W Dalrymple

D P Blaxland

J K Jonovski

REGISTERED OFFICE:

C/o Dwf Company Secretarial Services Lim

2 Hardman Street

Manchester

United Kingdom

M3 3AA

REGISTERED NUMBER:

14226131 (England and Wales)

ACCOUNTANTS:

Richardson Swift

Chartered Accountants

11 Laura Place

Bath

BA2 4BL

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Proteus Marine Renewables Limited for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Proteus Marine Renewables Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Proteus Marine Renewables Limited and state those matters that we have agreed to state to the Board of Directors of Proteus Marine Renewables Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Proteus Marine Renewables Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Proteus Marine Renewables Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Proteus Marine Renewables Limited. You consider that Proteus Marine Renewables Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Proteus Marine Renewables Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Richardson Swift

Chartered Accountants

11 Laura Place

Bath

BA2 4BL

23 September 2025

FIXED ASSETS

Tangible assets

4

2,350,033

2,840,633

Investments

5

186,514

2,536,547

3,027,147

CURRENT ASSETS

Debtors

6

3,362,818

3,153,717

Cash at bank

42

1,090,284

3,362,860

4,244,001

CREDITORS

Amounts falling due within one year

7

740,631

1,627,167

NET CURRENT ASSETS

2,622,229

2,616,834

TOTAL ASSETS LESS CURRENT
LIABILITIES

5,158,776

5,643,981

CREDITORS

Amounts falling due after more than one
year

8

(192,200

)

-

PROVISIONS FOR LIABILITIES

9

(356,330

)

(495,588

)

NET ASSETS

4,610,246

5,148,393

CAPITAL AND RESERVES

Called up share capital

10

94

Share premium

3,124,950

Fair value reserve

1,903,527

2,300,913

Retained earnings

(418,325

)

(277,564

)

SHAREHOLDERS' FUNDS

4,610,246

5,148,393

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 23 September 2025 and were signed on its behalf by:

D P Blaxland - Director

1.	STATUTORY INFORMATION

Proteus Marine Renewables 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 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 directors have prepared the financial statements on a going concern basis in the belief that, with the support of the directors, the company is in a position to continue trading.

Preparation of consolidated financial statements

The financial statements contain information about Proteus Marine Renewables Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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.

Tangible fixed assets

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

Plant and machinery

-

20% on cost and 10% on cost

Each year the difference between depreciation based on the revalued carrying amount of the asset is recognised in profit or loss and depreciation based on the asset's original cost is transferred between revaluation reserve and retained earnings.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors, loans from banks and other third parties.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the income statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate, which is an approximation, of the amount the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

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.

Critical accounting judgements and key sources of estimation uncertainty

The inclusion of a deferred tax asset is a judgement, based on the expected likelihood of the tax losses carried forward being used against future taxable profits. The property valuation is a judgement made by the directors. There are no other significant judgements or key assumptions that have been made by the directors in preparingthese financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2023 - 3 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 January 2024

and 31 December 2024

3,413,000

DEPRECIATION

At 1 January 2024

572,367

Charge for year

490,600

At 31 December 2024

1,062,967

NET BOOK VALUE

At 31 December 2024

2,350,033

At 31 December 2023

2,840,633

Fixed assets are stated at valuation rather than historical cost. The valuation was carried out by the director on 4 September 2023. This valuation has been used as the basis for the amounts included in these financial statements.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

186,514

NET BOOK VALUE

At 31 December 2024

186,514

At 31 December 2023

186,514

The fixed asset investment value represents the share capital held in:

Proteus Tidal (UK) Limited - Ordinary shares (100%)

Macro Mer Solutions B.V - Ordinary shares (100%)

Proteus Operations Japan - Ordinary shares (100%)

Wide Range Developments Limited - Ordinary shares (100%)

Proteus Tidal (Scotland) Limited - Ordinary shares (100%)

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as

restated

£

Amounts owed by group undertakings

3,169,148

3,120,025

Other debtors

193,670

33,692

3,362,818

3,153,717

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as

restated

£

Trade creditors

7,529

2,133

Amounts owed to group undertakings

-

1,553,775

Other creditors

733,102

71,259

740,631

1,627,167

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2024

2023

as

restated

£

Other creditors

192,200

-

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans more 5yrs non-inst

192,200

-

9.	PROVISIONS FOR LIABILITIES

2024

2023

as

restated

£

Deferred tax

356,330

495,588

Deferred

tax

£

Balance at 1 January 2024

495,588

Losses

(46,044

)

Revaluations

(93,214

)

Balance at 31 December 2024

356,330

The deferred tax balance comprises a liability of £446,506 on revaluations and an asset of of £90,176 for tax losses carried forward.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

as
restated

£

3,400

A Ordinary

£0.01

34

1,000

B Ordinary

£0.01

10

5,000

A Preference

£0.01

50

94

The A Ordinary and B Ordinary shares rank pari passu with equal rights to vote, to participate in dividends and to participate in a distribution of capital (including on winding up).

The A Preferences shares have the same rights to voting and dividends as the A Ordinary and B Ordinary shares but have preferential rights over any other class of share to receive payment on a distribution of assets on a liquidation or return of capital (other than a conversion, redemption or purchase of shares); a preferential right to the distribution of the proceeds on the event of an Asset Share of Share sale above any other class of share; on an IPO, each A preference shareholder holds the right to be issued Ordinary Shares such that the proportion of the shares held by that shareholder (following completion of such issues and conversion of all A Preference Shares to Ordinary Shares) is equal to the proportion of the proceeds that the shareholder would have been entitled to receive on a Share Sale.

11.	PRIOR YEAR ADJUSTMENTS

In the previous accounting period, £479,152 was transferred to retained earnings from the fair value reserves in relation to the deferred tax on the revalued asset. The effect of this adjustment is as follows:

Decreased the brought forward fair value reserve by £479,152

Increased the brought forward retained earnings by £479,152