Company No: 04742766 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

Directors	P Pritchard (Resigned 12 March 2025)
	D O Pritchard (Appointed 12 March 2025)
	R Stevens

Secretary

R Stevens

Registered office	2nd floor
	168 Shoreditch High Street
	London
	E1 6RA
	United Kingdom

Company number

04742766 (England and Wales)

Accountant	Kreston Reeves LLP
	2nd Floor
	168 Shoreditch High Street
	London
	E1 6RA

	Note	28.02.2025		31.10.2023
		£		£
Fixed assets
Intangible assets	3	362,814		362,814
		362,814		362,814
Current assets
Debtors	5	250		0
Cash at bank and in hand	6	377		210
		627		210
Creditors: amounts falling due within one year	7	( 549,578)		( 545,859)
Net current liabilities		(548,951)		(545,649)
Total assets less current liabilities		(186,137)		(182,835)
Creditors: amounts falling due after more than one year	8	0		( 452,668)
Net liabilities		( 186,137)		( 635,503)
Capital and reserves
Called-up share capital	9	452,679		10
Share premium account		85,284		284
Profit and loss account		( 724,100 )		( 635,797 )
Total shareholders' deficit		( 186,137)		( 635,503)

For the financial period ending 28 February 2025 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 period 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 Profit and Loss Account has not been delivered.

The financial statements of Deep Sea Recovery Limited (registered number: 04742766) were approved and authorised for issue by the Board of Directors on 19 June 2025. They were signed on its behalf by:

R Stevens Director

1. Accounting policies

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

General information and basis of accounting

Deep Sea Recovery 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 2nd floor, 168 Shoreditch High Street, London, E1 6RA, 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 financial statements have been prepared on a going concern basis despite the company reporting a loss of £88,302 (2023: £58,724), net current liabilities of £548,951 (2023: £545,649) and net liabilities of £186,137 (2023: £635,503) for the period ended 28 February 2025.

Amounts which were previously falling due after more than one year and which were due to related parties and previously related parties, have been converted to Preference B shares which do not provide automatic redemption rights.

Amounts falling due within 12 months and which are due to the directors, have been subordinated in favour of other short-term creditors. Informal arrangements have been reached with those creditors, to the satisfaction of the directors, such that they will only demand payment once the company and its parent company have been properly capitalised.

On 26th February 2026, the shareholders of Deep Sea Recovery Limited exchanged their entire ordinary and preference shareholdings for ordinary shares and preference shares in Smarter Subsea (Holdings) Limited, such that at 28th February 2025 Deep Sea Recovery Limited was a 100% owned subsidiary of Smarter Subsea (Holdings) Limited.

The directors of Smarter Subsea (Holdings) Limited are continuing to negotiate investment needed by the Group and have been working under a structured programme with advisers to position the Group's, and its subsidiaries', offerings to the offshore renewables, and other marine sectors, including oil and gas, and defence.

Pending proper capitalisation of the Group, and the availability of the funding needed to settle the company's liabilities, the directors confirm that they will continue to provide the necessary financial support to meet the Company's liabilities as and when they fall due and, if necessary, for a period of at least 12 months from the date of approval of these financial statements.

Reporting period length

The financial statements cover an extended reporting period from 1 November 2023 to 28 February 2025, a period of 16 months. Comparative figures are for the 12 months ended 31 October 2023.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Intangible assets

The company recognises internally generated intangible fixed assets at cost less accumulated
amortisation and impairment losses.

Expenditure on the development of engineering technologies for sub-sea flotation devices is
recognised as an internally generated intangible asset on the basis that an identifiable asset has
been created and it is probable that this asset will generate future economic benefits.

All qualifying development expenditure is amortised on a straight-line basis over its useful economic
life of ten years starting with the date from which development of the technology is complete and
starts generating commercial revenue.

The company maintains comprehensive records to calculate the underlying value of its intellectual
property and exploitation rights, despite Financial Reporting Standards restricting the ability to
recognise this value on the Balance Sheet.

Other intangible assets

not amortised

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

4 years straight line

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.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

2. Employees

	Period from 01.11.2023 to 28.02.2025		Year ended 31.10.2023
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	1		1

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 November 2023	362,814		362,814
At 28 February 2025	362,814		362,814
Accumulated amortisation
At 01 November 2023	0		0
At 28 February 2025	0		0
Net book value
At 28 February 2025	362,814		362,814
At 31 October 2023	362,814		362,814

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 November 2023	4,000		4,000
At 28 February 2025	4,000		4,000
Accumulated depreciation
At 01 November 2023	4,000		4,000
At 28 February 2025	4,000		4,000
Net book value
At 28 February 2025	0		0
At 31 October 2023	0		0

5. Debtors

	28.02.2025		31.10.2023
	£		£
Amounts owed by Group undertakings	250		0

6. Cash and cash equivalents

	28.02.2025		31.10.2023
	£		£
Cash at bank and in hand	377		210

7. Creditors: amounts falling due within one year

	28.02.2025		31.10.2023
	£		£
Trade creditors	8,664		0
Accruals and deferred income	288,830		350,789
Other taxation and social security	1,499		2,714
Other creditors	250,585		192,356
	549,578		545,859

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

	28.02.2025		31.10.2023
	£		£
Non-cumulative redeemable preference shares	0		87,879
Other creditors	0		364,789
	0		452,668

During the period, the directors assumed personal responsibility for settling amounts due to other creditors, with the creditors waiving all claims against the company. The company assumed an equivalent indebtedness to the directors which was subsequently converted to Preference B shares, the terms of which do not provide automatic redemption rights. As a consequence of adopting new Articles of Association to create the Preference B shares with their respective class rights, the Preference A shares became subordinated to the Preference B shares and can not be redeemed whilst any Preference B shares are outstanding. Therefore, whilst any Preference B shares do remain outstanding, the Redeemable Preference A shares assume the characteristics of equity rather than debt, resulting in their reclassification as equity.

9. Called-up share capital and reserves

	28.02.2025		31.10.2023
	£		£
Allotted, called-up and fully-paid
1,095 ordinary shares of £ 0.01 each (31.10.2023: 1,057 shares of £ 0.01 each)	11		10
87,879 Redeemable Preference A shares of £ 1.00 each (31.10.2023: 87,879 shares of £ 0.01 each)	87,879		87,879
364,789 Preference B shares of £ 1.00 each (31.10.2023: nil shares)	364,789		0
	452,668		87,879
	452,679		87,889
Presented as follows:
Called-up share capital presented as equity	452,679		10
Called-up share capital presented as liability	0		87,879
	452,679		87,889

During the year the company issued 38 ordinary shares of £0.01 each for a total consideration of £85,000. The company also redenominated the Redeemable Preference Shares outstanding at 31st October 2023 as Preference A Shares and created Preference B shares as a new class of share, following which 364,789 Preference B shares of £1 each were issued and allotted for a total consideration of £364,789.

Notwithstanding the earliest redemption date of the Preference A shares being 31st October 2026, conditional on sufficient profit being earned or new capital being subscribed, the issue of the Preference B shares and the terms attaching thereto result in a reclassification of the Preference A shares as equity as set out in Note 7 above.

The Share Premium account represents the premium arising on the issue of ordinary shares.

10. Related party transactions

During the period P Pritchard advanced the company £469 (2023: £790) as a short-term loan and incurred expenses of £3,189 (2023: £2,201). At 28 February 2025 £56,458 (2023: £48,800) remains due for repayment within 12 months.

During the period R Stevens incurred expenses of £11,871 (2023: £2,546). At 28 February 2025 £139,426 (2023: £127,555) remains due for repayment within 12 months.

During the period, Etwelle Management Limited, a company owned by R Stevens, advanced further working capital loans of £38,700 (2023: £16,000 ) to the company on an unsecured, interest free basis. The balance outstanding at 28 February 2025 was £54,700 (2023: £16,000). This balance is subordinated in favour of other creditors falling due within one year but ranks ahead of repayment obligations to the directors individually.

During the period the company advanced £250 (2023: Nil) to Smarter Subsea (Holdings) Limited, its parent company. The amount due from Smarter Subsea (Holdings) Limited at 28 February 2025 was £250 (2023: Nil) and is included in Debtors.

At 28 February 2025, the company owed £46,127 (2023: £46,127) to P Pritchard and £41,752 (2023: £41,752) to R Stevens in respect of Preference A shares issued. These amounts are included in Creditors: Amounts owed in more than one year.

11. Ultimate controlling party

Parent Company:

SMARTER SUBSEA (HOLDINGS) LIMITED

Westpoint House Prospect Road, Arnhall Business Park, Westhill, Aberdeenshire, Scotland, AB32 6FJ