ACCOUNTS - Final Accounts preparation

Registered number: SC683310

TERRAOCEAN LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024


TERRAOCEAN LIMITED REGISTERED NUMBER:SC683310

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	4		658		3,259
			658		3,259
Current assets
Debtors: amounts falling due within one year	5	10,682		202,852
		10,682		202,852
Creditors: amounts falling due within one year	6	(489,809)		(608,848)
Net current liabilities			(479,127)		(405,996)
Total assets less current liabilities			(478,469)		(402,737)

Net liabilities			(478,469)		(402,737)

Capital and reserves
Called up share capital	7	1	1
Profit and loss account		(478,470)	(402,738)
		(478,469)	(402,737)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

F Moore

Director

Date: 29 September 2025

The notes on pages 2 to 7 form part of these financial statements.

Page 1


TERRAOCEAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Terraocean Limited is a limited liability company incorporated in Scotland. The registered office is 2 Marischal Square, Broad Street, Aberdeen, Scotland, AB10 1DQ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Interocean Holdings Limited as at 31 December 2024 and these financial statements may be obtained from 2 Marischal Square, Broad Street, Aberdeen, Scotland, AB10 1DQ.

2.3

Going concern

The directors, having made due and careful enquiry including the preparation of detailed forecasts, review of the order book and anticipated market conditions, are of the opinion that the company has adequate working capital to execute their operations over the next 12 months.

Financial projections have been prepared for the group for 2025/26. The financial statements have been prepared on a going concern basis due to the support provided by their investors.

The directors remain confident that the group can continue to operate as a going concern. This assessment is based on the understanding that the wider group will continue to trade over the coming months and that the ultimate controlling party, The Lamia Trust, have provided a nonenforcement letter to the group, agreeing not to require the repayment of the £550k loan until the group is in a position to do so which will allow the group to meet its liabilities as they fall due for at least 12 months from the date of these financial statements.

As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

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TERRAOCEAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Pensions

Defined contribution pension plan

The Company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

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TERRAOCEAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery

3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Employees

The average monthly number of employees, including directors, during the year was 0 (2023 - 3).

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TERRAOCEAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Tangible fixed assets

		Plant and machinery
		£
	Cost or valuation
	At 1 January 2024	14,911
	At 31 December 2024	14,911
	Depreciation
	At 1 January 2024	11,652
	Charge for the year on owned assets	2,601
	At 31 December 2024	14,253
	Net book value
	At 31 December 2024	658
	At 31 December 2023	3,259

Page 5


TERRAOCEAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Debtors

					2024	2023
					£	£


Trade debtors	-	190,606
Other debtors	-	757
Prepayments and accrued income	10,682	11,489
	10,682	202,852

6.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	27,397	21,306
Amounts owed to group undertakings	73,184	84,354
Other taxation and social security	388,136	478,611
Other creditors	-	3,258
Accruals and deferred income	1,092	21,319
	489,809	608,848

7.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1 (2023 - 1) Ordinary share of £1.00	1	1

8.	Pension commitments

The group contributes to a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £810 (2023 - £10,877). Contributions of £Nil (2023 - £34,599) were payable to the fund at the year end and are included in creditors.

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TERRAOCEAN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Related party transactions
	Control Throughout the year the company was controlled by the directors. Transactions The company has taken advantage of FRS 102 section 33 paragraph (a), which allows exemption from disclosure of related party transactions with other wholly owned group companies.

		Transactions 2024	Balance 2024	Balance 2023
		£	£	£

	A company with common directors - purchases	-	-	1,536
		-	-	1,536

10.	Controlling party

The company's immediate parent is Interocean Group Services Limited, a company registered in Scotland. The company's ultimate parent company is Interocean Holdings Limited, a company registered in Scotland.
The largest and smallest group that the results of the company are consolidated in is Interocean Holdings Limited. A copy of their financial statements can be obtained from the Companies House website.
The company's controlling party is The Lamia Trust, a trust registered in Guernsey.

11.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:

We draw attention to note 2.3 in the financial statements, which indicates that the group relies on the support of its controlling party, the Lamia Trust, who have provided a non-enforcement letter to the group, agreeing not to require the repayment of the £550k loan made to Interocean Holdings Limited until the group is in a position to do so which will allow Terraocean Limited to meet its liabilities as they fall due for at least 12 months from the date of these financial statements. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that without this support, a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 29 September 2025 by James Pirrie (Senior statutory auditor) on behalf of AAB Audit & Accountancy Limited.

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