Company No: 13587082 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Investments	3	190		190
		190		190
Current assets
Debtors	4	3,233,681		2,218,681
Cash at bank and in hand		858,235		1,805,270
		4,091,916		4,023,951
Creditors: amounts falling due within one year	5	0		( 74,051)
Net current assets		4,091,916		3,949,900
Total assets less current liabilities		4,092,106		3,950,090
Creditors: amounts falling due after more than one year	6	( 1,943,360)		( 1,727,667)
Net assets		2,148,746		2,222,423
Capital and reserves
Called-up share capital	8	245		245
Share premium account		2,018,194		2,018,194
Other reserves	10	( 204,731 )		25,269
Profit and loss account		335,038		178,715
Total shareholders' funds		2,148,746		2,222,423

For the financial 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.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of ARC Marine Group Limited (registered number: 13587082) were approved and authorised for issue by the Board of Directors on 18 September 2025. They were signed on its behalf by:

Thomas Henry Holland Birbeck Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

ARC Marine Group Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Woodwater House, Pynes Hill, Exeter, EX2 5WR, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Statement of Financial Position date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Statement of Financial Position date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

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 creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the other reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	3		4

3. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	190
At 31 December 2024	190
Carrying value at 31 December 2024	190
Carrying value at 31 December 2023	190

4. Debtors

	2024		2023
	£		£
Amounts owed by Group undertakings	3,233,681		2,218,681

5. Creditors: amounts falling due within one year

	2024		2023
	£		£
Accruals	0		74,051

6. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Convertible loan notes	1,943,360		1,727,667

There are no amounts included above in respect of which any security has been given by the small entity.

7. Convertible loans

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

	2024
	£
Nominal value of convertible loan notes issued	(1,750,000)
Equity component	25,286
Liability components at date of issue	(1,724,714)
Interest charged	(218,646)
Interest paid	0
Liability component at 31 December 2024	( 1,943,360)

The liability component has been classified as basic and is consequently measured at amortised cost. The interest charged for the financial year is calculated by applying an effective interest rate of 12.5%, based on market assumptions, to the liability component.

8. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
22,767,154 Ordinary shares of £ 0.00001 each	228		228
1,710,448 Ordinary B shares of £ 0.00001 each	17		17
	245		245

9. Related party transactions

Transactions with entities in which the entity itself has a participating interest

The company has taken advantage of the exemption under Section 1AC.35 of FRS 102 and has not disclosed related party transactions with companies within the group.

10. Employee Benefit Trust

Other reserves disclosed on the Statement of Changes in Equity include a capital contribution of £230,000 paid to an Employee Benefit Trust during the year. This contribution was used in full to purchase 2,617,635 shares in ARC Marine Group Limited from one of the existing shareholders during the year. This represented a partial shareholding held by the individual.

No options had been granted on this Employee Benefit Trust at the year end.