Company No: SC303631 (Scotland)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	701,905		917,876
Tangible assets	4	2,657,886		3,062,405
Investments	5	250,274		250,274
		3,610,065		4,230,555
Current assets
Stocks		471,594		761,155
Debtors
- due within one year	6	187,865		123,856
- due after more than one year	6	5,603		47,483
Cash at bank and in hand		1,443,098		790,511
		2,108,160		1,723,005
Creditors: amounts falling due within one year	7	( 10,061,553)		( 13,331,300)
Net current liabilities		(7,953,393)		(11,608,295)
Total assets less current liabilities		(4,343,328)		(7,377,740)
Creditors: amounts falling due after more than one year	8	( 4,733,880)		( 1,339,311)
Net liabilities		( 9,077,208)		( 8,717,051)
Capital and reserves
Called-up share capital	9	1,000		1,000
Profit and loss account		( 9,078,208 )		( 8,718,051 )
Total shareholders' deficit		( 9,077,208)		( 8,717,051)

For the financial year ending 30 April 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Offshore Shellfish Limited (registered number: SC303631) were approved and authorised for issue by the Board of Directors on 05 January 2026. They were signed on its behalf by:

John Michael Holmyard Director

1. Accounting policies

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

General information and basis of accounting

Offshore Shellfish Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is 21 Argyll Square, Oban, PA34 4AT, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

During the year to 30 April 2025, the Company generated a loss before tax of £360,157, and at 30 April 2025 had Net Liabilities of £9,077,208 and Net Current Liabilities of £7,953,393.

At 30 April 2025, unsecured loans plus accrued interest totalling £4,645,024 and preference shares treated as debt plus respective accrued dividends totalling £7,455,424, were due to the majority shareholder. The majority shareholder has agreed not to call in these balances, including the redeemable preference shares, for a period of at least 12 months from the date of approval of these accounts, to ensure that the Company can meet its financial obligations as they fall due.

At 30 April 2025, secured loans totalling £1,575,206, were due to a member of a corporate shareholder, who has agreed not to call in this balance for a period of at least 12 months from the date of approval of these accounts, to ensure that the Company can meet its financial obligations as they fall due.

The Directors are of the opinion that the Company will be able to pay its debts as they fall due, for a period of at least 12 months from the date of approval of these accounts, and accordingly confirm that it is correct for the accounts to be prepared on the going concern basis.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

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

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

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Intangible assets

Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits, and are amortised on the straight line basis over the anticipated life of the benefits arising from the completed product or project.

Deferred research and development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to the Statement of Income and Retained Earnings.

The development expenditure on the mussel farm has been amortised from the commencement of commercial production, being 1 August 2018.

The estimated useful lives range as follows:

Development costs

10 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected useful life, as follows:

Leasehold improvements	25 % reducing balance
Plant and machinery	5 years straight line
Vehicles	5 years straight line
Office equipment	5 years straight line
Other property, plant and equipment	10 years straight line
	10 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Income and Retained Earnings over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	17		19

3. Intangible assets

	Development costs		Total
	£		£
Cost
At 01 May 2024	2,159,708		2,159,708
At 30 April 2025	2,159,708		2,159,708
Accumulated amortisation
At 01 May 2024	1,241,832		1,241,832
Charge for the financial year	215,971		215,971
At 30 April 2025	1,457,803		1,457,803
Net book value
At 30 April 2025	701,905		701,905
At 30 April 2024	917,876		917,876

4. Tangible assets

	Leasehold improve- ments		Plant and machinery		Vehicles		Office equipment		Other property, plant and equipment		Total
	£		£		£		£		£		£
Cost
At 01 May 2024	1,500		3,441,959		21,717		39,755		3,506,064		7,010,995
Additions	0		27,415		22,500		6,462		0		56,377
At 30 April 2025	1,500		3,469,374		44,217		46,217		3,506,064		7,067,372
Accumulated depreciation
At 01 May 2024	1,244		1,797,015		21,717		26,842		2,101,772		3,948,590
Charge for the financial year	64		154,129		3,000		6,304		297,399		460,896
At 30 April 2025	1,308		1,951,144		24,717		33,146		2,399,171		4,409,486
Net book value
At 30 April 2025	192		1,518,230		19,500		13,071		1,106,893		2,657,886
At 30 April 2024	256		1,644,944		0		12,913		1,404,292		3,062,405

5. Fixed asset investments

	Investments in joint ventures		Total
	£		£
Cost or valuation before impairment
At 01 May 2024	250,274		250,274
At 30 April 2025	250,274		250,274
Carrying value at 30 April 2025	250,274		250,274
Carrying value at 30 April 2024	250,274		250,274

6. Debtors

	2025		2024
	£		£
Debtors: amounts falling due within one year
Trade debtors	60,032		4,985
Prepayments	16,023		16,692
VAT recoverable	9,556		22,372
Other debtors	102,254		79,807
	187,865		123,856
Debtors: amounts falling due after more than one year
Other debtors	5,603		47,483

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	9,196		10,278
Trade creditors	97,689		181,381
Amounts owed to joint ventures	117,956		181,556
Amounts owed to directors	33,153		33,660
Other loans (secured £ 1,575,206)	6,216,744		5,518,606
Accruals and deferred income	3,539,169		3,197,552
Other taxation and social security	29,990		15,865
Other creditors	17,656		4,192,402
	10,061,553		13,331,300

Included in other loans is a boat mortgage, totalling £1,575,206 (2024: £1,583,305), funded by a Member of the Corporate Shareholder. This is secured by way of a charge on the boat to which it relates. Interest is charged at 4.5% over the European Interbank Offered Rate respectively.

Also included in other loans is £4,645,024 (2024: £3,935,301) in respect of working capital loans provided by a Corporate Shareholder.

Other creditors includes £nil (2024: £4,007) of preference share capital and £nil (2024: £4,173,167) of preference share premium that has been treated as debt.

Included within accruals and deferred income is £3,278,250 (2024: £2,944,076) relating to accrued dividends on preference shares.

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

	2025		2024
	£		£
Bank loans	0		9,197
Other loans	0		525,000
Deferred income	556,706		805,114
Other creditors	4,177,174		0
	4,733,880		1,339,311

For full details of security, please see note 7.

Other loans in the prior year relate to working capital loans provided by a Corporate Shareholder.

Other creditors includes £4,007 (2024: £nil) of preference share capital and £4,173,167 (2024: £nil) of preference share premium that has been treated as debt.

9. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
1,000 Ordinary shares of £ 1.00 each	1,000		1,000
1,001 Preference shares of £ 1.00 each	1,001		1,001
686 Preference 2 shares of £ 1.00 each	686		686
2,320 Preference 3 shares of £ 1.00 each	2,320		2,320
	4,007		4,007
	5,007		5,007

Redeemable preference shares shall be redeemed in full at the holders option at any time after the fifteenth anniversary of the adoption of the new articles of association on 17 June 2013. On redemption the company shall pay to each holder the original subscription price of the shares. Preference shares have a cumulative preferential dividend at an annual rate of 8%.

10. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	2025		2024
	£		£
within one year	16,302		16,302
between one and five years	65,208		65,208
after five years	2,717		19,019
Total future minimum lease payments under non-cancellable operating leases	84,227		100,529

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

	2025		2024
	£		£
Unpaid contributions due to the fund (inc. in other creditors)	7,982		6,182

11. Contingencies

Contingent assets

	2025		2024
	£		£
Total contingent assets	206,616		0

During the financial year ending 30 April 2023, vessels drove through the Company's mussel farm, causing loss of equipment and stock. An insurance claim was submitted for a total of £206,616 (excluding legal costs). The claim covered the cost of capital equipment and capital installation, biomass loss, loss of work opportunity, management time and salvage costs. It was determined that at 30 April 2025, the inflow of economic benefits to the Company was probable, but not virtually certain. Therefore, in line with section 21.16 of FRS102, the asset was not recognised in the financial statements.

12. Related party transactions

Transactions with the entity's directors

	2025		2024
	£		£
Amounts owed to a shareholder director	33,042		33,660

Remuneration of £120,684 (2024: £115,438) was paid to the shareholder director.

Other related party transactions

	2025		2024
	£		£
Amounts owed to a corporate shareholder	12,087,758		11,569,436
Amounts owed to a shareholder	12,689		12,115
Amounts owed to a member of the corporate shareholder	1,575,206		1,583,305

At the year end, a corporate shareholder was owed £12,087,758 (2024: £11,569,436) from the Company, broken down as follows:
- Loan capital: £3,663,247 (2024: £3,663,247)
- Accrued loan interest: £981,778 (2024: £797,055)
- Preference share capital: £4,000 (2024: £4,000)
- Preference share premium: £4,166,000 (2024: £4,166,000)
- Accrued preference share dividends: £ 3,272,735 (2024: £2,939,134)

During the year, loan interest of £184,723 (2024: £177,458) was charged in respect of four separate loans, accruing interest at different rates of; 5% over the London Interbank Offered Rate, 6% over the London Interbank Offered Rate, and 3% over the Barclays base rate.

At the year end, a member of a corporate shareholder was owed £1,575,206 (2024: £1,583,305) from the Company in respect of a boat mortgage. Interest at 4.5% above the European Interbank Offered Rate was charged and paid over during the year, totalling £108,975 (2024: £122,339).


At the year end, a shareholder was owed £12,689 (2024: £12,115) in respect of the following:
- Preference share capital: £7 (2024: £7)
- Preference share premium: £7,167 (2024: £7,167)
- Accrued preference share dividends: £5,515 (2024: £4,941)

During 2022, the Company invested in a joint venture, being a Dutch Partnership, at a cost of £250,274. During the current year, the Company made sales of £2,990,341 (2024: £1,203,345) to the joint venture, and £87,892 (2024: £nil) relating to these sales was owed to the Company at the year end.

The Company's profit share from the joint venture for the year was £43,844 (2024: £68,718) and has been recognised in income from participating interests. At the year end, the Company owed £117,956 to the joint venture (2024: £181,556).