Company No: SC547869 (Scotland)

Contents

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

Directors	K Denjean
	A Dick (Appointed 10 September 2024)
	D O Pritchard (Appointed 12 March 2025)
	P Pritchard (Appointed 24 May 2024, Resigned 12 March 2025)
	P Slorach (Appointed 19 March 2025)
	R Stevens (Appointed 24 May 2024)

Secretary

R Stevens

Registered office	Westpoint House
	Prospect Road
	Arnhall Business Park
	Westhill
	Aberdeenshire
	Scotland
	AB32 6FJ
	United Kingdom

Company number

SC547869 (Scotland)

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

	Note	28.02.2025		31.10.2023
		£		£
Fixed assets
Investments	3	3,512,097		0
		3,512,097		0
Current assets
Debtors	4	170		0
Cash at bank and in hand	5	270		1
		440		1
Creditors: amounts falling due within one year	6	( 85,760)		0
Net current (liabilities)/assets		(85,320)		1
Total assets less current liabilities		3,426,777		1
Net assets		3,426,777		1
Capital and reserves
Called-up share capital	7	3,512,098		1
Profit and loss account		( 85,321 )		0
Total shareholders' funds		3,426,777		1

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 Smarter Subsea (Holdings) Limited (registered number: SC547869) 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

Smarter Subsea (Holdings) Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Westpoint House, Prospect Road, Arnhall Business Park, Westhill, Aberdeenshire, Scotland, AB32 6FJ, 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 £.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account 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.

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.

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	4		1

3. Fixed asset investments

Investments in subsidiaries

	28.02.2025
	£
Cost
At 01 November 2023	0
Additions	3,512,097
At 28 February 2025	3,512,097
Carrying value at 28 February 2025	3,512,097
Carrying value at 31 October 2023	0

4. Debtors

	28.02.2025		31.10.2023
	£		£
Other debtors	170		0

5. Cash and cash equivalents

	28.02.2025		31.10.2023
	£		£
Cash at bank and in hand	270		1

6. Creditors: amounts falling due within one year

	28.02.2025		31.10.2023
	£		£
Trade creditors	360		0
Amounts owed to Group undertakings	250		0
Accruals	84,720		0
Other creditors	430		0
	85,760		0

7. Called-up share capital and reserves

	28.02.2025		31.10.2023
	£		£
Allotted, called-up and fully-paid
3,059,430 Ordinary shares of £ 1.00 each (31.10.2023: 1 share of £ 1.00 )	3,059,430		1
87,879 3.00% Preference A Shares redeemable shares of £ 1.00 each (31.10.2023: nil shares)	87,879		0
364,789 Preference B Shares shares of £ 1.00 each (31.10.2023: nil shares)	364,789		0
	452,668		0
	3,512,098		1
Presented as follows:
Called-up share capital presented as equity	3,512,098		1

On 26th February 2025, the company issued 3,059,429 ordinary shares of £1 each, together with 87,879 Preference A shares and 364,789 Preference B shares in consideration for the acquisition of the entire issued share capital of Deep Sea Recovery Limited.

The Preference A shares are subordinate to the Preference B shares and can not be redeemed whilst any Preference B shares are outstanding. 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 classification of the Preference A shares as equity rather than debt.

The Company's other reserves are as follows:

The profit and loss account comprises all current and prior period retained profits and loss.

The share capital represents the nominal value of shares that have been issued by the company

8. Related party transactions

During the period Deep Sea Recovery Limited, a subsidiary, advanced £250 (2023: Nil) to the company. The amount due to Deep Sea Recovery Limited at 28 February 2025 was £250 (2023: Nil) and is included in Creditors.

During the period K Denjean advanced the company £180 (2023: £Nil) as a short-term loan. At 28 February 2025 £180 (2023: £Nil) remains due for repayment within 12 months and is included in Creditors.

During the period R Stevens advanced the company £250 (2023: £Nil) as a short-term loan. At 28 February 2025 £250 (2023: £Nil) remains due for repayment within 12 months and is included in Creditors.