Registration number:
Independent Maritime Advisors Ltd
for the Year Ended 31 December 2024
Independent Maritime Advisors Ltd
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Profit and Loss Account |
|
|
Statement of Comprehensive Income |
|
|
Balance Sheet |
|
|
Statement of Changes in Equity |
|
|
Statement of Cash Flows |
|
|
Notes to the Financial Statements |
|
|
Accounting policies |
|
|
Detailed Profit and Loss Account |
Independent Maritime Advisors Ltd
Company Information
|
Directors |
Mr D S Farkas Mr P K E Dahlgren Mr A Trivellone |
|
Company secretary |
Mr D S Farkas |
|
Registered office |
|
Independent Maritime Advisors Ltd
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024. As allowed by section 414C(11) of the Companies Act, the company has included information in the strategic report that is not included in the directors' report. This information includes the fair review of the business and the business principal risks and uncertainties.
Principal activity
The principal activity of the company is that of an independent maritime consultant mainly focused on cruise business development, new projects development, contract & technical specification review and drafting, new building project management and supervision, condition surveys, technical management.
Independent Maritime Advisors Ltd
Strategic Report for the Year Ended 31 December 2024
Fair review of the business
During the year, the Company was acquired by a subsidiary of Norwegian Cruise Line Holdings Ltd. Prior to the acquisition, substantially all of the Company’s revenue arose from providing engineering and technical advisory services to the Norwegian Cruise Line Group.
Following the acquisition, those external service contracts were terminated, resulting in the recognition of termination income in 2024 amounting to € 28,257,391 under a deed of cancellation of a pre-existing service agreement.
On 2 December 2024, the Italian operations previously carried out through the Company’s Italian branch were transferred to another group undertaking in Italy, and the UK operations and related business assets were transferred as a going concern to another group undertaking in the United Kingdom.
Following these transactions, the Company ceased trading and no longer employed staff.
Results and financial position
The Company recorded a profit after tax of €29.0 million (2023: €5.5 million), The increase in the results primarily reflected the termination income and the effects of the group restructuring. Net assets at 31 December 2024 were €23.3 million (2023: €2.3 million).
Future developments
The Company does not intend to recommence trading. It is expected to complete the remaining administrative matters in preparation for its eventual dissolution.
Independent Maritime Advisors Ltd
Strategic Report for the Year Ended 31 December 2024
Principal risks and uncertainties
The Company no longer undertakes trading operations. Residual risks are limited to administrative and compliance matters, including the resolution of any outstanding tax or regulatory issues.
Approved by the
|
......................................... |
Independent Maritime Advisors Ltd
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
Important events during the year
During the year, the Company was acquired by a subsidiary of Norwegian Cruise Line Holdings Ltd. Prior to the acquisition, substantially all of the Company’s revenue arose from providing engineering and technical advisory services to the Norwegian Cruise Line Group.
Following the acquisition, those external service contracts were terminated, resulting in the recognition of termination income in 2024 amounting to € 28,257,391 under a deed of cancellation of a pre-existing service agreement.
On 2 December 2024, the Italian operations previously carried out through the Company’s Italian branch were
transferred to another group undertaking in Italy, and the UK operations and related business assets were transferred as a going concern to another group undertaking in the United Kingdom.
Following these transactions, the Company ceased trading and no longer employed staff.
Important events after the financial period
-Business Rates Dispute (UK)
The Company paid business rates in respect of its leased premises at 31 Bruton Place from the commencement of the lease in 2021. In 2023, the local authority refunded the amounts previously paid, citing COVID-19 relief measures and construction works affecting the surrounding area.
In 2025, the Company received communications from Westminster City Council / the Valuation Office Agency (“VOA”) reinstating business rates on its former premises at 31 Bruton Place, London, with retroactive effect from 1 April 2023.
The Company has formally contested with the Council the basis and legitimacy of the retrospective assessment, arguing that the new rating should apply only from 13 June 2025, as outlined in its official 2025 submission.
At the date of approval of these financial statements, the outcome of the matter remains uncertain and the amount of any potential liability cannot yet be measured with sufficient reliability. Accordingly, no provision has been recognised in these financial statements. Any liabilities arising from this matter are expected to be borne by the shareholder, NCL (Bahamas) Ltd. and therefore the Company does not expect to bear any net financial exposure.
Independent Maritime Advisors Ltd
Directors' Report for the Year Ended 31 December 2024
-Italian Transfer Pricing Dispute (Agenzia delle Entrate)
In early 2025 (27 February 2025), the Company received its first formal communication from the Agenzia delle Entrate relating to a transfer pricing review for the year 2022, which had not been initiated or notified as at 31 December 2024.
At the date of approval of these financial statements, the audit is ongoing and no final assessment has been issued. The preliminary 2025 communication suggests possible additional tax of €178,245.00, proposed penalties of €161,609.50, and interest (yet to be quantified). This communication does not constitute a legally enforceable tax assessment.
The Company has submitted a defence memorandum in 2025 strongly contesting the tax authority’s position. Ongoing discussions are expected to explore a possible out-of-court settlement for 2022. Should additional Italian tax ultimately be payable, the Company expects to recover corresponding excess tax paid in the United Kingdom.
Accordingly, no provision has been recognised as the amount of any potential obligation cannot be measured with sufficient reliability. Any liabilities arising from this matter are expected to be borne by the shareholder, NCL (Bahamas) Ltd. and therefore the Company does not expect to bear any net financial exposure.
Disclosure of information to the auditors
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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved by the
|
......................................... |
Independent Maritime Advisors Ltd
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
|
• |
select suitable accounting policies and apply them consistently; |
|
• |
make judgements and accounting estimates that are reasonable and prudent; |
|
• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
|
• |
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 company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Independent Maritime Advisors Ltd
Independent Auditor's Report to the Members of Independent Maritime Advisors Ltd
Opinion
We have audited the financial statements of Independent Maritime Advisors Ltd (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 company's affairs as at 31 December 2024 and of its profit for the year 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 company 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.
Emphasis of matters
1 We draw your attention to Note 2 accounting Policies (going concern) which states that the basis of the preparation of these financial statements is on a realisation basis. The company is not a going concern due to the reasons noted in the Directors’ report.
2 We draw your attention to Note 24 which reviews the events after the balance sheet date. This note details the reasons behind the Directors choosing to not make any provisions for any potential liabilities from either of the noted disputes.
Our opinion is not modified in respect of the above matters.
Independent Maritime Advisors Ltd
Independent Auditor's Report to the Members of Independent Maritime Advisors Ltd
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 company'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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
|
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
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, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the 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 7], 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.
Independent Maritime Advisors Ltd
Independent Auditor's Report to the Members of Independent Maritime Advisors Ltd
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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognizing that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
As in all our audits, we also addressed the risk of management override of internal controls by testing journal entries and evaluating whether there was evidence of management bias which represented a risk of material misstatement due to fraud.
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.
Independent Maritime Advisors Ltd
Independent Auditor's Report to the Members of Independent Maritime Advisors Ltd
Use of our report
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.
......................................
For and on behalf of
7/10 Chandos Street
London
W1G 9DQ
Independent Maritime Advisors Ltd
Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit |
39,266,934 |
7,191,850 |
|
|
Income from other Fixed assets investments |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(369,898) |
(48,215) |
||
|
Profit before tax |
|
|
|
|
Tax on profit |
( |
( |
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Independent Maritime Advisors Ltd
Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Profit for the year |
|
|
|
Total comprehensive income for the year |
|
|
Independent Maritime Advisors Ltd
(Registration number: 09656610)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Tangible assets |
- |
|
|
|
Investment property |
- |
|
|
|
Other financial assets |
- |
734,001 |
|
|
- |
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets/(liabilities) |
|
( |
|
|
Total assets less current liabilities |
|
|
|
|
Provisions for liabilities |
- |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
1,410 |
1,410 |
|
|
Retained earnings |
23,264,625 |
2,300,695 |
|
|
Shareholders' funds |
23,266,035 |
2,302,105 |
Approved and authorised by the
|
......................................... |
Independent Maritime Advisors Ltd
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 December 2023 |
1,410 |
2,300,695 |
2,302,105 |
Independent Maritime Advisors Ltd
Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Loss on disposal of tangible assets |
|
|
|
|
Loss from sales of investment properties |
|
- |
|
|
Loss from disposals of investments |
- |
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
Foreign exchange gains/losses |
( |
( |
|
|
|
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in trade debtors and other receivables |
( |
|
|
|
Increase/(decrease) in trade creditors and other payables |
|
( |
|
|
(Decrease)/increase in deferred income, including government grants |
( |
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of subsidiaries |
( |
- |
|
|
Proceeds from sale of subsidiaries |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Proceeds from sale of investment properties |
|
- |
|
|
Movements in other financial assets |
- |
|
|
|
Net cash flows from investing activities |
|
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
- |
( |
|
|
Ordinary dividend proposed |
( |
( |
|
|
Ordinary dividend proposed - unpaid |
- |
(2,854,889) |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
Independent Maritime Advisors Ltd
Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Effect of exchange rate fluctuations on cash held |
|
|
|
|
Cash and cash equivalents at 31 December |
6,769,438 |
4,002,818 |
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales with registration number 09656610 .
The address of its registered office is:
These financial statements were authorised for issue by the
|
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.
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Going concern
As set out in the Directors’ Report, the Company ceased trading on 2 December 2024 and the Directors do not intend for the Company to recommence operations. The Company will continue to exist only for the purposes of completing the ongoing tax investigation and concluding residual administrative matters, after which the Company is expected to be wound down and dissolved.
As a result, the financial statements have been prepared on a realisation basis and not as a going concern. Under this basis:
• assets are stated at their estimated net realisable amounts; and
• liabilities are stated at the amounts expected to be settled.
No adjustments have been made for amounts that might arise were the Company to continue trading
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 company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company 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 company's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
The exchange rate being used at the reporting date for items that required to be re-translated were GBP/Euro 1.2089 and USD/Euro 0.9659.
Tax
The tax expense for the period comprises current 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 company operates and generates taxable income.
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the 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 initially recorded at cost.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
After intial recognition tangible assets are measured either using the cost model or the revaluation model.
Under the cost model tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and any accumulated impairment losses.
Under the revaluation model, an item of property, plant and equipment whose fair value can be measured reliably shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations shall be made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period.
The company has opted to select and apply the revaluation model to a non-standard plant and equipment class, that is that of Fine art objects.
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 |
|
Plant and Machinery |
3-5 Years Straight Line |
|
Motor vehicles |
3 Years Straight Line |
|
Leasehold improvements |
Over the term of the lease |
|
Aircraft |
25 Years straight line |
Investment property
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Amortisation
|
Asset class |
Amortisation method and rate |
|
Software Under Development |
Assets under construction-Amortisation not yet set. |
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.
The company is exempt from preparing group accounts because it is itself a subsidiary undertaking.
The name of the ultimate parent company which draws up group accounts is Norwegian Cruise Line Holding Ltd.
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 company 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 company 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.
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.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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.
|
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
- |
|
|
Rendering of services |
|
|
|
Interest received |
|
|
|
Other revenue |
|
|
|
|
|
|
Other gains and losses |
The analysis of the company's other gains and losses for the year is as follows:
|
2024 |
2023 |
|
|
Loss on disposal of Tangible assets |
( |
( |
|
Loss from sales of investment properties |
( |
- |
|
Loss from disposals of investments |
- |
( |
|
(340,869) |
(226,837) |
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Impairment loss |
- |
|
|
Foreign exchange gains |
( |
( |
|
Loss on disposal of property, plant and equipment |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest expense on other finance liabilities |
|
|
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
- |
|
1,038,986 |
1,236,169 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under defined benefit pension scheme |
|
|
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of the financial statements |
|
|
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Foreign tax |
- |
( |
|
Total current income tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
- |
( |
|
Tax expense in the income statement |
|
|
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
|
Long leasehold land and buildings |
Plant and machinery |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
( |
( |
( |
|
At 31 December 2024 |
- |
- |
- |
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
( |
( |
( |
|
At 31 December 2024 |
- |
- |
- |
|
Carrying amount |
|||
|
At 31 December 2024 |
- |
- |
- |
|
At 31 December 2023 |
|
|
|
Included within the net book value of land and buildings above is €Nil (2023 - €129,538) in respect of long leasehold land and buildings.
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investment properties |
|
2024 |
|
|
At 1 January |
|
|
Disposals |
( |
|
At 31 December |
- |
|
Investments |
|
Subsidiaries |
€ |
|
Cost or valuation |
|
|
Additions |
|
|
Disposals |
( |
|
At 31 December 2024 |
- |
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
- |
Details of undertakings
During the year ended 31 December 2024, the Company held a 50% equity interest in Norwegian Cruise Line Group Italy S.r.l., a company incorporated in Italy, whose registered office is at Via Agnello 6/1, 20121 Milan, Italy . The principal activity of Norwegian Cruise Line Group Italy S.r.l is that of providing integrated engineering design services.
The investment represented a participating interest held during the year; however, the Company did not hold this participation at the reporting date. The entire interest was transferred during the year to a fellow group undertaking, prior to 31 December 2024.
|
Disposals |
The Company subsequently agreed to sell this 50% interest to another group undertaking for consideration equal to the fair market value of the contributed tangible assets, currently estimated at €2,650,000. These transactions were undertaken as part of a wider group restructuring..
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Debtors |
|
Current |
2024 |
2023 |
|
Trade debtors |
|
|
|
Other debtors |
|
|
|
Prepayments |
|
|
|
Accrued income |
|
|
|
|
|
Included within other debtors is a related party balance of €28,257,392; refer to Note 22 for the underlying transaction.
|
Cash and cash equivalents |
|
2024 |
2023 |
|
|
Cash on hand |
|
|
|
Cash at bank |
|
|
|
|
|
|
Creditors |
|
Note |
2024 |
2023 |
|
|
Due within one year |
|||
|
Trade creditors |
|
|
|
|
Social security and other taxes |
|
|
|
|
Other payables |
|
|
|
|
Accruals |
|
|
|
|
Income tax liability |
10,175,854 |
1,311,094 |
|
|
Deferred income |
- |
|
|
|
|
|
Included within other payables is a related party balance of €1,507,245.36; full details are included in Note 22.
|
Provisions for liabilities |
|
Deferred tax |
Total |
|
|
At 1 January 2024 |
|
|
|
Increase (decrease) in existing provisions |
( |
( |
|
At 31 December 2024 |
- |
- |
|
|
||
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
€ |
No. |
€ |
|
|
|
|
1,410 |
|
1,410 |
|
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
- |
|
|
Later than one year and not later than five years |
- |
|
|
Later than five years |
- |
|
|
- |
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was €Nil (2023 - €
|
Dividends |
|
2024 |
2023 |
|||
|
€ |
€ |
|||
|
Final dividend of € |
2,300,000 |
2,110,129 |
||
|
Interim dividend of € |
5,686,466 |
14,554,884 |
||
|
7,986,466 |
16,665,013 |
|||
|
Related party transactions |
Summary of transactions with associates
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Summary of transactions with other related parties
Summary of transactions with other related parties
|
|
Loans to related parties
|
2024 |
Director (historic) |
Total |
|
At start of period |
|
|
|
Repaid |
( |
( |
|
At end of period |
- |
- |
|
|
||
|
2023 |
Director (historic) |
Total |
|
Advanced |
|
|
|
Repaid |
( |
( |
|
At end of period |
|
|
|
|
||
Terms of loans to related parties
Under prior management, a director received a loan of £300,000, bearing interest at 2.5%. The loan was fully repaid in February 2024, leaving no outstanding balance at year end.
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
Independent Maritime Advisors Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Non adjusting events after the financial period |
|
|
|
|
Independent Maritime Advisors Ltd
Detailed Profit and Loss Account for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Turnover (analysed below) |
54,119,281 |
20,109,330 |
|
Gross profit (%) |
100% |
100% |
|
Administrative expenses |
||
|
Employment costs (analysed below) |
(11,637,330) |
(8,218,738) |
|
Establishment costs (analysed below) |
(616,029) |
(466,750) |
|
General administrative expenses (analysed below) |
(2,130,499) |
(3,804,265) |
|
Finance charges (analysed below) |
(9,460) |
(12,407) |
|
Depreciation costs (analysed below) |
(112,683) |
(188,483) |
|
Other expenses (analysed below) |
(346,346) |
(226,837) |
|
(14,852,347) |
(12,917,480) |
|
|
Operating profit |
39,266,934 |
7,191,850 |
|
Income from other Fixed assets investments (analysed below) |
5,006 |
8,493 |
|
Interest payable and similar charges (analysed below) |
(374,904) |
(56,708) |
|
(369,898) |
(48,215) |
|
|
Profit before tax |
38,897,036 |
7,143,635 |
Independent Maritime Advisors Ltd
Detailed Profit and Loss Account for the Year Ended 31 December 2024
|
2024 |
2023 |
|
Turnover |
||
|
Sale of goods, Europe |
- |
1,236 |
|
Rendering of services, Europe |
53,997,645 |
20,027,462 |
|
Other revenue |
117,124 |
46,107 |
|
Interest received |
4,512 |
34,525 |
|
54,119,281 |
20,109,330 |
|
Employment costs |
||
|
Wages and salaries (excluding directors) |
(8,799,694) |
(5,339,656) |
|
Staff NIC (Employers) |
(491,845) |
(218,614) |
|
Foreign social contribution |
(1,025,835) |
(1,248,125) |
|
Directors remuneration |
(1,029,367) |
(1,114,121) |
|
Directors NIC (Employers) |
(147,829) |
(148,677) |
|
Staff pensions (Defined contribution) |
(46,822) |
(20,761) |
|
Directors pensions (Defined contribution) |
(4,554) |
- |
|
Staff welfare |
(91,384) |
(128,784) |
|
(11,637,330) |
(8,218,738) |
|
Establishment costs |
||
|
Rent |
(523,363) |
(667,054) |
|
Rates |
(668) |
319,222 |
|
Light, heat and power |
(35,292) |
(31,853) |
|
Insurance |
(26,294) |
(32,137) |
|
Repairs and maintenance |
(30,412) |
(54,928) |
|
(616,029) |
(466,750) |
|
General administrative expenses |
||
|
Telephone and fax |
(80,698) |
(86,275) |
|
Office expenses |
(40,495) |
(49,320) |
|
Computer software and maintenance costs |
(211,766) |
(120,103) |
|
Printing, postage and stationery |
(7,336) |
(4,593) |
|
Courier services |
(1,309) |
(9,784) |
|
Trade subscriptions |
(5,173) |
(5,713) |
|
Charitable donations |
- |
(32,464) |
|
Sundry expenses |
(28,060) |
(119,448) |
|
Cleaning |
(25,369) |
(37,332) |
|
Motor expenses |
(8,774) |
(26,513) |
|
Travel and subsistence |
(529,836) |
(983,784) |
|
Staff entertaining (allowable for tax) |
(3,772) |
(5,904) |
|
Customer entertaining (disallowable for tax) |
(4,289) |
(50,807) |
|
Accountancy fees |
(68,853) |
(27,824) |
|
Auditor's remuneration - The audit of the company's annual accounts |
(9,456) |
(9,771) |
Independent Maritime Advisors Ltd
Detailed Profit and Loss Account for the Year Ended 31 December 2024
|
2024 |
2023 |
|
Consultancy fees |
(970,187) |
(843,133) |
|
Legal and professional fees |
(254,379) |
(1,554,289) |
|
Foreign currency (gains)/losses - operating expense |
113,776 |
162,792 |
|
(Profit)/loss on disposal of tangible fixed assets - operating expense |
5,477 |
- |
|
(2,130,499) |
(3,804,265) |
|
Finance charges |
||
|
Bank charges |
(9,460) |
(12,407) |
|
Depreciation costs |
||
|
Depreciation of long leasehold property |
(62,740) |
(70,983) |
|
Depreciation of plant and machinery (owned) |
(49,943) |
(71,236) |
|
Depreciation of fixtures and fittings (owned) |
- |
(19,873) |
|
Depreciation of motor vehicles (owned) |
- |
(25,934) |
|
Impairment loss (reversal) on PPE |
- |
(457) |
|
(112,683) |
(188,483) |
|
Other expenses |
||
|
Profit/(loss) on disposal of tangible fixed assets |
(10,749) |
(225,647) |
|
Gain/(loss) on disposal of fixed asset Investments - subsidiary loan/shares |
- |
(1,190) |
|
Gain/(loss) from investment property |
(335,597) |
- |
|
(346,346) |
(226,837) |
|
Income from other Fixed assets investments |
||
|
Income from other investments (listed) |
5,006 |
8,493 |
|
Interest payable and similar expenses |
||
|
Other interest payable |
(374,904) |
(56,708) |