Registration number:
HTC Investments Limited
for the Period from 9 July 2024 to 31 March 2025
HTC Investments Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
HTC Investments Limited
Company Information
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Directors |
Mr Dylan Rhys Jones Mr Jonathan Michael Goldthorpe Mr Barry Alan Rowland Mr James Andrew Hart Mr James Barrett Wallace Mr James Richard Burns |
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Registered office |
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Auditors |
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HTC Investments Limited
Strategic Report for the period from 9 July 2024 to 31 March 2025
The directors present their strategic report for the period from 9 July 2024 to 31 March 2025.
Principal activity
The principal activity of the Group is is the hire of vessels for civil engineering projects, support of offshore energy projects, dredging support, marine towage and other non-conventional marine work.
Chairman's statement
The financial year ended 31 March 2025 marks the first reporting period under the ownership of Fortuna Ltd, and a year of substantial progress for the Group. Despite the transition inherent in new ownership, HTC Investments Ltd has delivered a strong financial performance, underpinned by the continued success of its operating subsidiaries, most notably Holyhead Towing Company Ltd.
Throughout the year, management has continued to strengthen governance, financial discipline, and strategic planning. The Board’s priority has been to ensure stability, diversification and continuity while positioning the Group for long-term growth across its core markets in the UK, Europe, and the Middle East.
Looking ahead, the Group is well placed to capitalise on renewed demand for shallow-draft offshore support vessels, with a strong pipeline of opportunities supported by an experienced management team and committed workforce.
On behalf of the Board, I wish to thank all employees across the Group for their hard work and professionalism throughout this important period of transition and performance improvement.
.......................................................
Mr Barry Rowland
Chairman
Fair review of the business
The Group achieved the following results for the period to 31 March 2025:
• Revenue: £9,761,190; Operating profit: £3,220,135; Profit after tax: £2,287,533.
• Tangible fixed assets of £22,171,692 (vessels and equipment) underpin balance‑sheet strength.
• Cash and cash equivalents at period end: £3,341,922
The Group employed an average of 78 direct employees during the period (61 vessel crew and 17 shoreside staff). In addition, the Group regularly utilises rotating crew and contracted mariners to support global deployment of the fleet. Including this contingent resource, the Total Workforce Equivalent is approximately 160-190, ensuring safe, compliant and reliable operations across multiple international projects.
HTC Investments Limited
Strategic Report for the period from 9 July 2024 to 31 March 2025
Key Performance Indicators
The Board monitors a concise set of KPIs: EBITDA, vessel utilisation, technical downtime (availability), operating margin, crew retention and safety metrics.
EBITDA (defined as earnings before interest, tax, depreciation, and amortisation) is a key financial measure and is the principal focus of performance review by management during the period. EBITDA for the period was £4.3m.
Vessel utilisation both individually, and on an overall basis and vessel profitability on an individual basis, are the key operational indicators for the Group. Vessel utilisation is calculated as chartered day as % of available days, per vessel. These are monitored closely by the Board both at an actual and forecast level. Vessel utilisation in the period was 88%.
Technical downtime % availability is measured by the time vessels are unavailable, on charter due to defects/maintenance.
Operating margin is determined by pricing and costing discipline. Operating margin in the year was 30.6%.
Crew retention (%) is used by the Operations team to measure rate at which crew members are retained by the Group. This is measured by an annualised voluntary resignation rate.
Safety (TRIR / LTIFR) is used to measure recordable and lost time incidents per 1,000,000 hours. This is zero for the year to 31 March 2025.
Targets and definitions will be refined in FY26 as reporting matures.
HTC Investments Limited
Strategic Report for the period from 9 July 2024 to 31 March 2025
Principal risks and uncertainties
The following table sets out our principal risks, how we recognise early warning indicators, and the mitigation actions under management control.
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Risk |
Recognition (indicators) |
Potential impact |
Mitigation actions |
Owner |
Early‑warning metric |
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Utilisation & day‑rate |
Charter volume drop; slippage in start dates; rising idle days. |
Revenue shortfall; margin compression |
Cross‑regional deployment; disciplined tendering; pipeline reviews; rate discipline with walk‑away thresholds |
MD and Commercial Director |
Idle days; hit‑rate; avg day‑rate vs target. Utilisation % |
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Technical downtime (availability) & asset ageing |
Repeat defects; rising unplanned maintenance; class findings. Availability %
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Lost charter days; higher cost base; reputational damage |
Preventative maintenance, condition monitoring; OEM partnerships; targeted upgrades/life‑extension; spares strategy |
Technical Director |
Tech downtime / Availability %; defect recurrence; maintenance spend vs budget |
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Cost inflation (crew / spares / services) |
Supplier price notices; agency rate spikes |
Margin erosion on fixed‑price charters |
Framework agreements; forward purchasing; escalation clauses; efficiency and roster optimisation |
Ops & Commercial |
Gross margin variance; PO price index; crew cost per day |
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Compliance, HSE & reputation |
Near‑miss trend; audit non‑conformities; incident severity |
Injury/environmental harm; downtime; client loss |
HSE/Operations |
TRIR/LTIFR; audit findings closed |
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Engagement with suppliers, customers and other relationships
The Board considers the interests of employees, customers, suppliers, lenders and the communities in which we operate in principal decisions. This includes prioritising safety and welfare, reliable customer delivery, fair supplier terms, constructive lender engagement and transparent governance.
Approved and authorised by the
HTC Investments Limited
Strategic Report for the period from 9 July 2024 to 31 March 2025
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HTC Investments Limited
Directors' Report for the Period from 9 July 2024 to 31 March 2025
The directors present their report and the for the period from 9 July 2024 to 31 March 2025.
Directors of the group
The directors who held office during the period were as follows:
Financial instruments
Objectives and policies
The Group does not currently have derivatives in place to manage financial risk, derivative contracts are not entered into for speculative purposes. The Group has various other financial assets and liabilities for instance trade debtors and trade creditors arising directly from operations.
Price risk, credit risk, liquidity risk and cash flow risk
Treasury objective
Maintain liquidity and flexibility at the lowest sustainable cost while controlling market risks.
Credit risk
We trade with established international counterparties. Exposures are monitored with credit limits, monthly invoicing, security where appropriate and active credit management.
Liquidity risk
Weekly 13-week cash forecasting and rolling 12–18‑month projections support timely settlement of liabilities.
Interest‑rate risk
Borrowings are primarily floating‑rate; the Board reviews the fixed/floating mix and may employ hedging.
Foreign‑exchange risk
USD/EUR exposures are partly mitigated by natural hedging and currency matching; selective forward cover may be used when visibility of flows is high.
Capital management
We monitor leverage, asset cover and covenant headroom to support growth and withstand market cycles.
HTC Investments Limited
Directors' Report for the Period from 9 July 2024 to 31 March 2025
Environmental matters
We avoid over‑claiming “green” credentials and focus on measurable, incremental improvements consistent with the nature of our operations.
Environmental
• Preventative maintenance to maximise vessel efficiency and reduce breakdown‑related waste.
• Hull/propeller condition and deployment planning to reduce fuel burn per operating hour.
• Evaluate lower‑carbon fuels and propulsion options when commercially viable and technically proven for our vessel classes.
Social and community issues
Social
• Mature safety culture; compliance with client/flag‑state audits; continuous HSE improvement.
• Seafarer welfare and training; clear career pathways from deck to bridge and into shoreside roles.
• Dependable employer with fair treatment of suppliers and partners.
Governance
• Active Board oversight of strategy, risk and treasury; transparent financial reporting.
• Robust financial controls and delegated authorities; zero tolerance of bribery, corruption and facilitation payments.
• Clear accountability for safety, compliance and operational decision‑making.
We recognise stakeholder expectations are rising and will enhance ESG metrics as our framework matures. Initial metrics include utilisation, technical downtime, recordable incidents, crew retention and fuel‑efficiency indicators.
Future developments
Demand for specialist shallow‑draft vessels is driven by a strong marine infrastructure and coastal works internationally. A diversified customer base and geographic spread support opportunity visibility. The outlook remains positive, with emphasis on disciplined capital allocation, operational excellence and selective fleet expansion and innovative upgrades to sustain earnings quality and resilience.
We will sustain high utilisation and reliable delivery through:
1) preventative maintenance and condition monitoring;
2) selective specification upgrades and life‑extension where returns are attractive;
3) enhanced commercial discipline on pricing, terms and credit; and
4) active deployment planning across distinct regions.
Capital expenditure is targeted at growing the fleet number, reducing downtime, improving efficiency and strengthening residual values.
Going concern
The Directors have reviewed cash flow forecasts, facilities, covenants and sensitivities and have a reasonable expectation that the Group has adequate resources to continue for the foreseeable future. The financial statements are prepared on a going concern basis.
Directors' liabilities
The Group has made qualifying third party indemnity provisions for the benefit of its directors. These provisions remain in force at the reporting date.
HTC Investments Limited
Directors' Report for the Period from 9 July 2024 to 31 March 2025
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
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HTC Investments Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
HTC Investments Limited
Independent Auditor's Report to the Members of HTC Investments Limited
Opinion
We have audited the financial statements of HTC Investments Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 9 July 2024 to 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's profit for the period then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
HTC Investments Limited
Independent Auditor's Report to the Members of HTC Investments Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 9], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
HTC Investments Limited
Independent Auditor's Report to the Members of HTC Investments Limited
We considered the nature of the of the company’s industry and control environment and reviewed policies and procedures relating to fraud and compliance with laws and regulations. We also enquired with management about their own identification and assessment of the risk of irregularities.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• We identified the laws and regulations applicable to the group through discussions with directors and other management, and from our knowledge and experience.
• We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation.
• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.
We assessed the susceptibility of the financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
• Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
Audit response to risks identified
To address the risk of fraud through management bias and override of controls, we:
• Performed analytical procedures to identify any unusual or unexpected relationships.
• Tested journal entries to identify unusual transactions.
• Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.
• Investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
• Reading the minutes of meetings.
• Enquiring of management as to actual and potential litigation and claims.
• Challenging assumptions and judgements made by management in its significant accounting estimates which included vessel depreciation.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.Despite the audit being planned and conducted in accordance with ISA's (UK) there remains an unavoidable risk that misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and by their very nature, any instances of fraud or irregularity likely involve collusion, forgery, intentional representations or the override of controls.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
HTC Investments Limited
Independent Auditor's Report to the Members of HTC Investments Limited
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
29 Princes Drive
Colwyn Bay
Conwy
LL29 8PE
HTC Investments Limited
Consolidated Profit and Loss Account for the Period from 9 July 2024 to 31 March 2025
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Note |
2025 |
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Turnover |
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Cost of sales |
( |
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Gross profit |
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Administrative expenses |
( |
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Other operating income |
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Operating profit |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
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(355,984) |
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Profit before tax |
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Tax on profit |
( |
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Profit for the financial period |
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Profit/(loss) attributable to: |
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Owners of the company |
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The above results were derived from continuing operations.
The group has no recognised gains or losses for the period other than the results above.
HTC Investments Limited
Consolidated Statement of Comprehensive Income for the Period from 9 July 2024 to 31 March 2025
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2025 |
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Profit for the period |
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Total comprehensive income for the period |
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Total comprehensive income attributable to: |
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Owners of the company |
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HTC Investments Limited
(Registration number: 15828109)
Consolidated Balance Sheet as at 31 March 2025
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Note |
2025 |
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Fixed assets |
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Tangible assets |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
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Provisions for liabilities |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
100 |
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Share premium reserve |
8,799,900 |
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Retained earnings |
2,287,533 |
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Equity attributable to owners of the company |
11,087,533 |
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Shareholders' funds |
11,087,533 |
Approved and authorised by the
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HTC Investments Limited
(Registration number: 15828109)
Balance Sheet as at 31 March 2025
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Note |
2025 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
100 |
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Share premium reserve |
8,799,900 |
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Retained earnings |
(52,866) |
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Shareholders' funds |
8,747,134 |
The company made a loss after tax for the financial period of £52,866 ( - loss of £-).
Approved and authorised by the
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HTC Investments Limited
Consolidated Statement of Changes in Equity for the Period from 9 July 2024 to 31 March 2025
Equity attributable to the parent company
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Share capital |
Share premium |
Retained earnings |
Total |
Total equity |
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Profit for the period |
- |
- |
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New share capital subscribed |
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- |
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At 31 March 2025 |
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HTC Investments Limited
Statement of Changes in Equity for the Period from 9 July 2024 to 31 March 2025
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Share capital |
Share premium |
Retained earnings |
Total |
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Loss for the period |
- |
- |
( |
( |
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New share capital subscribed |
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- |
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At 31 March 2025 |
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( |
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HTC Investments Limited
Consolidated Statement of Cash Flows for the Period from 9 July 2024 to 31 March 2025
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Note |
2025 |
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Cash flows from operating activities |
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Profit for the period |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Loss on disposal of tangible assets |
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Profit from disposals of investments |
( |
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Finance income |
( |
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Finance costs |
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Income tax expense |
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Working capital adjustments |
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Increase in trade debtors |
( |
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Increase in trade creditors |
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Cash generated from operations |
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Income taxes paid |
( |
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Net cash flow from operating activities |
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Cash flows from investing activities |
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Interest received |
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Proceeds from sale of tangible assets |
( |
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Acquisition of investments in subsidiary undertakings, net of cash acquired |
( |
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Net cash flows from investing activities |
( |
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Cash flows from financing activities |
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Interest paid |
( |
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|
Proceeds from issue of ordinary shares, net of issue costs |
|
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|
Proceeds from bank borrowing draw downs |
|
|
|
Repayment of bank borrowing |
( |
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|
Net cash flows from financing activities |
|
|
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 9 July |
- |
|
|
Cash and cash equivalents at 31 March |
3,341,922 |
|
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal place of business is:
Newry Beach Yard
Holyhead
Anglesey
LL65 1YB
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The functional currency of HTC Investments Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the group operates. The consolidated financial statements are presented in pounds sterling.
Summary of disclosure exemptions
In accordance with FRS 102, the company has taken advantage of the exemptions from the following disclosure requirements:
- Exemptions from paragraph 33.1A from disclosing transactions entered into between two or more wholly owned members of a group.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
As permitted by section 408 of the Companies Act 2006 the company has not presented it's Profit and Loss Account for the period. The company made a loss after tax of £52,866 for the period.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Vessel hire contracts are generally stated on a rate per day basis and income is recognised in accordance with the contract terms and the applicable financial reporting framework.
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
Foreign currency transactions and balances
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Vessels and floating equipment |
15-26 years |
|
Five year vessel surveys |
5 years |
|
Motor vehicles |
5 years |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of that obligation.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
Critical accounting judgements and key sources of estimation uncertainty
The Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant and are reviewed and updated regularly. The critical accounting judgement and key source of estimation uncertainty is considered to be;
Critical accounting judgments
The following judgments, apart from those involving estimates, have had the most significant effect on amounts recognised in the financial statements.
Assessment of the carrying value of vessels
Vessels are depreciated on a straight line basis over their remaining useful economic life. The directors consider that the current book value of the vessels are prudent, however, directors will continue to monitor the position closely.
Periodic vessel surveys
Vessels are required to complete periodic surveys. Capitalisation of these costs is permitted under the financial reporting standard. At the acquisition date the net book value of these surveys was £784,883. These surveys are depreciated over the five year period.
Critical accounting estimates
The Group makes estimates concerning the future, the estimates are likely to vary from the related actual result, the following estimates are considered to be key areas of estimation uncertainty.
Discounts
Discounts are agreed with some customers, the Group estimates a liability for potential discounts based on the level of activity with those customers.
Deferred tax;
In Group companies where the tax write down values are greater than the net book value of plant and machinery deferred tax asset are not recognised as their recovery is uncertain, in Group companies where the tax write down values are lower than the net book value deferred tax liabilities are recognised.
|
Turnover |
The analysis of the group's Turnover for the period from continuing operations is as follows:
|
2025 |
|
|
Rendering of services |
|
The analysis of the group's Turnover for the period by class of business is as follows:
|
2025 |
|
|
Vessel chartering |
|
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
The analysis of the group's Turnover for the period by market is as follows:
|
2025 |
|
|
Europe |
|
|
Rest of world |
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the period is as follows:
|
2025 |
|
|
Miscellaneous other operating income |
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the period is as follows:
|
2025 |
|
|
Loss on disposal of Tangible assets |
( |
|
Gain from disposals of investments |
|
|
(3,711) |
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
|
|
Depreciation expense |
|
|
Foreign exchange gains |
( |
|
Loss on disposal of property, plant and equipment |
|
|
Other interest receivable and similar income |
|
2025 |
|
|
Interest income on bank deposits |
|
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Interest payable and similar expenses |
|
2025 |
|
|
Interest on bank overdrafts and borrowings |
|
|
Interest expense on other finance liabilities |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
|
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
|
2025 |
|
|
Administration and support |
|
|
Vessel crews |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
|
2025 |
|
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
254,906 |
During the period the number of directors who were receiving benefits and share incentives was as follows:
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
2025 |
|
|
Accruing benefits under money purchase pension scheme |
|
In respect of the highest paid director:
|
2025 |
|
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Auditors' remuneration |
|
2025 |
|
|
Audit of these financial statements |
17,380 |
|
Other fees to auditors |
|
|
Taxation compliance services |
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
|
|
Current taxation |
|
|
UK corporation tax |
|
|
Deferred taxation |
|
|
Arising from origination and reversal of timing differences |
( |
|
Tax expense in the income statement |
|
The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK of
The differences are reconciled below:
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
2025 |
|
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Tax decrease from effect of capital allowances and depreciation |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Tax increase from other tax effects |
|
|
Total tax charge |
|
The amount of double taxation relief available at the balance sheet date is £454,074.
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
Deferred tax
Group
Deferred tax is calculated with reference to the rates and laws that have been enacted or substantively enacted by the reporting date, and which are expected to apply to the reversal of the timing difference.
Deferred tax assets and liabilities
|
2025 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
- |
|
|
Tangible assets |
Group
|
Furniture, fittings and equipment |
Motor vehicles |
Vessels |
Total |
|
|
Cost or valuation |
||||
|
Fair value adjustment on acquisition |
- |
- |
|
|
|
Acquired through business combinations |
|
|
|
|
|
At 31 March 2025 |
|
|
|
|
|
Depreciation |
||||
|
Acquired through business combinations |
|
|
|
|
|
Charge for the period |
- |
|
|
|
|
At 31 March 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 March 2025 |
- |
|
|
|
Restriction on title and pledged as security
All assets within the Group with a carrying amount of £22,171,692 have been pledged as security for bank borrowings of HTC Investments Limited.
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2025 |
|||
|
Subsidiary undertakings |
|||
|
|
Newry Beach Yard
|
|
|
|
England and Wales |
|||
|
|
Newry Beach Yard
|
|
|
|
England and Wales |
|||
|
|
Anastasis Sioukris & Olympion
|
|
|
|
Cyprus |
|||
|
|
PO Box 112
|
|
|
|
Guernsey |
|||
|
|
Newry Beach Yard
|
|
|
|
England and Wales |
|||
|
|
Newry Beach Yard
|
|
|
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
England and Wales |
Subsidiary undertakings
|
Holyhead Towing Company Limited The principal activity of Holyhead Towing Company Limited is |
|
Ynys Mon Windfarm Vessels Ltd The principal activity of Ynys Mon Windfarm Vessels Ltd is |
|
Holyhead Towing Company (Cyprus) Ltd The principal activity of Holyhead Towing Company (Cyprus) Ltd is |
|
Holyhead Towing Company (Guernsey) PCC Limited The principal activity of Holyhead Towing Company (Guernsey) PCC Limited is |
|
Turbine Transfers Limited The principal activity of Turbine Transfers Limited is |
|
Church Bay Ltd The principal activity of Church Bay Ltd is |
Company
|
2025 |
|
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
Additions |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2025 |
|||
|
Subsidiary undertakings |
|||
|
|
Newry Beach
England and Wales |
|
|
|
Subsidiary undertakings |
|
Holyhead Towing Group Limited The principal activity of Holyhead Towing Group Limited is |
|
Business combinations |
On
Holyhead Towing Group Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book value |
Revaluation adjustments |
Fair value |
|
|
Assets and liabilities acquired |
|||
|
Financial assets |
37,227,802 |
- |
|
|
Tangible assets |
16,491,809 |
6,816,751 |
|
|
Financial liabilities |
(38,382,400) |
- |
( |
|
Total identifiable assets |
15,337,211 |
6,816,751 |
|
|
- |
- |
- |
|
|
Total consideration |
15,337,211 |
6,816,751 |
22,153,962 |
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Book value |
Revaluation adjustments |
Fair value |
|
|
Satisfied by: |
|||
|
Equity instruments |
7,253,960 |
- |
|
|
Debt instruments |
14,900,000 |
- |
14,900,000 |
|
Total consideration transferred |
22,153,960 |
- |
|
|
Cash flow analysis: |
|||
|
Cash consideration |
22,153,962 |
- |
|
|
Less: cash and cash equivalent balances acquired |
(1,013,774) |
- |
( |
|
Net cash outflow arising on acquisition |
21,140,188 |
- |
|
|
|
|||
|
Debtors |
|
Group |
Company |
||
|
Current |
Note |
2025 |
2025 |
|
Trade debtors |
|
- |
|
|
Amounts owed by related parties |
- |
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
Income tax asset |
|
- |
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|
|
2025 |
2025 |
|
|
Cash on hand |
|
- |
|
Cash at bank |
|
|
|
|
|
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Creditors |
|
Group |
Company |
||
|
Note |
2025 |
2025 |
|
|
Due within one year |
|||
|
Loans and borrowings |
|
|
|
|
Trade creditors |
|
- |
|
|
Social security and other taxes |
|
- |
|
|
Other payables |
|
|
|
|
Accruals |
|
|
|
|
Income tax liability |
881,820 |
- |
|
|
|
|
||
|
Due after one year |
|||
|
Loans and borrowings |
|
|
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
Increase (decrease) in existing provisions |
( |
( |
|
Increase (decrease) through business combinations |
|
|
|
At 31 March 2025 |
|
|
|
|
||
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
||
|
No. |
£ |
|
|
|
|
85 |
Allotted, called up and not fully paid shares
|
2025 |
||
|
No. |
£ |
|
|
|
|
15.00 |
New shares allotted
|
During the period 8,500 |
|
During the period 1,500 |
Three directors subscribed equally for all of the Ordinary B class of shares on call over seven years and in line with their service agreements, as at the reporting date £260,000 remains on call. No funds are considered to be advanced by the company, no interest is charged, the arrangements represent partially paid share capital.
|
Reserves |
Group
Share premium reserve
Has arisen from shareholder investment in excess of the nominal value of the share capital.
Retained earnings
Represents the cumulative profits/losses net of dividends paid and other adjustments.
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|
|
2025 |
2025 |
|
|
Bank borrowings |
|
|
Current loans and borrowings
|
Group |
Company |
|
|
2025 |
2025 |
|
|
Bank borrowings |
|
|
Company
Bank borrowings
|
The assets of the Group have been pledged as security. There is a cross-company guarantee across the Group securing the bank borrowings of the company, with the exception of Holyhead Towing Company (Guernsey) PCC Limited, Turbine Transfers Ltd and Church Bay Ltd. There is a fixed charge over the vessels of the Group in favour of Lombard North Central PLC. In the event of a sale of one of the vessels, a proportion of the sales price must be contributed towards the outstanding Group loan balance. |
Included in the loans and borrowings are the following amounts due after more than five years:
|
2025 |
|
|
After more than five years by instalments |
|
|
- |
|
Analysis of changes in net debt |
Group
HTC Investments Limited
Notes to the Financial Statements for the Period from 9 July 2024 to 31 March 2025
|
Financing cash flows |
Acquisition of subsidiaries |
At 31 March 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
3,341,922 |
- |
3,341,922 |
|
Borrowings |
|||
|
Long term borrowings |
298,425 |
(14,900,000) |
(14,601,575) |
|
|
|||
|
|
( |
( |
|
|
Related party transactions |
Company
|
Other transactions with directors |
During the year some directors acquired Ordinary B share capital, information about the transaction is recorded in note 21.
Summary of transactions with parent
The balance is required to be repaid within seven years from the acquistion date.
During the year the parent acquired all of the Ordinary A share capital.
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The most senior parent entity producing publicly available financial statements is