REGISTERED NUMBER: SC268491 (Scotland)

Financial Statements for the Year Ended 31 December 2024

for

Jifmar Scotland Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Jean-Michel Berud

Pierre Marie Joseph Michel De Lapasse

Antony James Ratcliffe

REGISTERED OFFICE:

7e Glengallan Road

Oban

Argyll

PA34 4HG

REGISTERED NUMBER:

SC268491 (Scotland)

AUDITORS:

Constantin

25 Hosier Lane

London

EC1A 9LQ

FIXED ASSETS

Tangible assets

4

12,586,335

13,588,038

CURRENT ASSETS

Stocks

5

295,781

367,886

Debtors

6

2,741,266

1,682,039

Cash at bank and in hand

87,609

296,484

3,124,656

2,346,409

CREDITORS

Amounts falling due within one year

7

3,396,149

8,232,182

NET CURRENT LIABILITIES

(271,493

)

(5,885,773

)

TOTAL ASSETS LESS CURRENT LIABILITIES

12,314,842

7,702,265

CREDITORS

Amounts falling due after more than one year

8

(5,052,598

)

(441,501

)

DEFERRED TAXATION

10

(1,694,198

)

(1,594,652

)

NET ASSETS

5,568,046

5,666,112

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

11

5,568,045

5,666,111

SHAREHOLDERS' FUNDS

5,568,046

5,666,112

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 24 September 2025 and were signed on its behalf by:

Antony James Ratcliffe - Director

1.	STATUTORY INFORMATION

Jifmar Scotland 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

Accounting convention

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the requirements of the Companies Act 2006.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

The directors believe that the company will continue to perform well and will have sufficient cash to achieve the company's goals for the foreseeable future. The directors do not consider any assets to be impaired and continue to monitor the situation closely. The Company's business activity, together with the factors likely to affect its future performance and position are set out in the Strategic report. Jifmar Offshore Services S.A.S. will fully support the Company during the operation of its business and will ensure sufficient funds are available for the Company to meet its liabilities as they fall due. The Directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have adopted the going concern basis in preparing the annual report and financial statements.

At 31 December 2023 there were net current liabilities of £5,885,773. This relates to temporary reclassification of bank debt of £6,567,708 to creditors due less than one year in line with the terms of the facilities. The company continues to have the support of the bank and during 2024 the facilities were reclassified to creditors due greater than one year.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

estimated useful life.

Boats

- at varying rates on cost

Plant and machinery

- 15% on reducing balance

Motor vehicles

- 25% on reducing balance

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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 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.

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

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date or the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

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.

Basic financial assets

Basic financial assets, which include trade and other debtors, amounts owed by group undertakings 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Other financial assets

Other financial assets, including derivatives, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss.

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 trade and other creditors, amounts owed to group undertakings and bank loans 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate

method.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the Company’s financial statements in compliance with FRS 102 requires management to make judgments that affect amounts reported and disclosures in the financial statements and related notes. Judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company believes the following represent the key sources of estimation uncertainty in the financial statements:

Recognition of deferred tax assets

The Company recognises deferred tax assets based on estimates of taxable income that will be available against which the deductible temporary differences can be utilised. The estimate is based on the Company’s past result and future expectations on revenues and expenses. Deferred tax assets were fully recognised because management believes that future taxable profit will be available against which the deferred tax assets can be fully utilised.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 60 (2023 - 60 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

Motor

Boats

machinery

vehicles

Totals

£

£

£

£

COST

At 1 January 2024

24,591,391

4,760

16,975

24,613,126

Additions

544,190

3,881

-

548,071

At 31 December 2024

25,135,581

8,641

16,975

25,161,197

DEPRECIATION

At 1 January 2024

11,003,353

4,760

16,975

11,025,088

Charge for year

1,549,275

499

-

1,549,774

At 31 December 2024

12,552,628

5,259

16,975

12,574,862

NET BOOK VALUE

At 31 December 2024

12,582,953

3,382

-

12,586,335

At 31 December 2023

13,588,038

-

-

13,588,038

5.

STOCKS

31.12.24

31.12.23

£

£

Stocks

263,584

276,084

Work-in-progress

32,197

91,802

295,781

367,886

All stocks are carried at cost, and the provision for inventory obsolescence as at 31 December 2024 amounted to £26,172 (2023 - £26,172).

Replacement costs of stock

The difference between purchase price or production cost of stocks and their replacement cost is not material.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

578,754

282,367

Amounts owed by group undertakings

1,923,290

1,024,121

Derivative financial

instruments

129,292

216,609

VAT

26,217

86,759

Prepayments

83,713

72,183

2,741,266

1,682,039

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans and overdrafts

920,833

6,567,708

Hire purchase contracts

115,233

107,622

Trade creditors

1,040,019

853,496

Amounts owed to group undertakings

658,925

-

Tax

-

40,417

Social security and other taxes

174,232

157,394

Other creditors

-

10,232

Accrued expenses

486,907

495,313

3,396,149

8,232,182

The bank loans as per note 9 & 10 are secured as follows:

Mortgages over 64/64 shares in vessels Voe Earl, Voe Jarl, Voe Vanguard and Voe Viking and their appurtenances

Deed of covenants collateral to a ships mortgage, containing negative pledges, over vessels Voe Earl, Voe Jarl, Voe Vanguard and Voe Viking

By a bond and floating charge over the assets of the company, containing negative pledge, over the whole of the property, assets and rights (including uncalled capital) which are or may from time to time while this Charge is in force be comprised in the property and undertaking of the Company

Assignment in security for ship insurances containing fixed charge and negative pledge

Assignment for earnings containing a fixed charge

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans - 2-5 years

4,726,042

-

Hire purchase contracts

326,556

441,501

5,052,598

441,501

9.	FINANCIAL INSTRUMENTS

2024

2023

£

£

Carrying amount of financial assets

Instruments measured at fair value through profit or loss

216,609

357,131

10.	DEFERRED TAXATION

31.12.24

31.12.23

£

£

Deferred tax

1,694,198

1,594,652

Deferred

tax

£

Balance at 1 January 2024

1,594,652

Accelerated capital allowances

173,287

Tax losses

(73,741

)

Balance at 31 December 2024

1,694,198

11.

RESERVES

Retained

earnings

£

At 1 January 2024

5,666,111

Deficit for the year

(98,066

)

At 31 December 2024

5,568,045

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Thierry de Gennes ACA (Senior Statutory Auditor)

for and on behalf of Constantin

13.	CONTROLLING PARTY

The parent undertaking of the smallest group of undertakings for which group accounts are drawn up of which the company is a member is Jifmar Offshore Services S.A.S. The registered office of the parent is 120 Avenue Napoléon Bonaparte, 13100 Aix-en-Provence, France.

A copy of the consolidated accounts can be obtained from Jifmar Offshore Services S.A.S. at the above address.

The ultimate parent company is Marguerite II SCSp, 15 Boulevard F.W. Raiffeisen, L-2411 Luxembourg.

14.	COMMITMENTS

Marine Mortgage granted over Voe Vanguard in favour of Acta Marine Holding BV with respect to the vendor loan agreement issued to Jifmar Offshore Services SAS.

15.	POST BALANCE SHEET EVENTS

None