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Registered number:
FOR THE PERIOD ENDED 30 APRIL 2025
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S E A TRANSPORT INVESTMENTS LIMITED
COMPANY INFORMATION
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S E A TRANSPORT INVESTMENTS LIMITED
CONTENTS
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S E A TRANSPORT INVESTMENTS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 APRIL 2025
The Directors present their Strategic Report for the 16 month period ended 30 April 2025.
S E A Transport Investments Limited (the “Company”) is part of the wider SEA Transport Group (the “Group”), consolidated at S E A Transport Holdings Limited, and collectively known as “SEA Transport”.
The principal activity of the Company is as a non-trading holding company, which served the purpose of managing the Group Loan Note instruments. S E A Transport Investments Limited’s immediate parent undertaking is S E A Transport Holdings Limited. For wider context on the Group, please refer to the Strategic Report within the S E A Transport Holdings Limited accounts.
The Company's accounting period, as presented in these accounts, covers a period from 1 January 2024 to 30 April 2025.
During the period a debt for equity swap agreement took place. This is reflected in the results for the year which, at a headline level, report a net profit before tax of £1,995,501. This reflects exceptional items including both the release of debt and interest thereon from the wider Group's previous ownership Fund, and an impairment on the carrying value of investment in the Company's subsidiary undertaking, net of loan note interest. The only KPI utilised by the directors is profit before tax which was £1,995,501 for the period. The directors are satisfied with the performance of the Company, which is as expected given its non-trading nature. In determining the appropriate basis of preparation of the Annual Financial Statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future, that is for at least 12 months from the date of signing these Annual Financial Statements. The Company relies on the provision of cash from other companies in the Group in order to meet its liabilities as they fall due. The directors have therefore considered the Group as a whole in concluding on the appropriate basis of preparation for the Company.
This report was approved by the board and signed on its behalf.
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S E A TRANSPORT INVESTMENTS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 APRIL 2025
The Directors present their report and the audited financial statements for the period ended 30 April 2025.
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the audited financial statements in accordance with applicable law and regulations.
In preparing these audited financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the audited 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 to enable them to ensure that the audited 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.
The profit for the period, after taxation, amounted to £1,995,501 (2023 - loss £663,964).
The directors do not recommend payment of a dividend.
The Directors who served during the period were:
The directors of the Company have the benefit of a directors and officers insurance policy which was made during the year, and is in place at the date of this report and covers all subsidiary companies.
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S E A TRANSPORT INVESTMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2025
Disclosures which have been included in the Strategic report of the Company include the principal activities of the Company, review of business performance, key performance indicators, principal risks and uncertainties, going concern, and future outlook narrative. These will not be duplicated in this Directors report.
Disclosures which have been included in the Strategic report of the Company are limited to the principal activity of the Company, and business performance comment. This is felt proportionate given the non-trading nature of the Company. The Strategic report of the Group can be found in the annual accounts of the ultimate parent company S E A Transport Holdings Limited.
The auditor, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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S E A TRANSPORT INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED
We have audited the financial statements of S E A Transport Investments Limited (the 'Company') for the period ended 30 April 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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).
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's 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 United Kingdom, including the Financial Reporting Council'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.
We draw attention to Note 2.4 to the financial statements, which describes the directors’ assessment of the Company’s ability to continue as a going concern. As disclosed in that note, during the financial period the wider Group underwent an ownership transition, with the Investment Fund that acquired the Group in October 2022 exiting on 10 April 2025 and ownership returning to the previous leadership team, who had remained actively involved throughout the period of the Fund’s ownership. The directors have assessed the impact of this transition, together with the wider Group’s cash flow forecasts, financing arrangements and headroom positions, in concluding that the going concern basis of preparation remains appropriate. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the Directors' 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 financial statements are 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.
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S E A TRANSPORT INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the 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 or the Directors' Report.
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S E A TRANSPORT INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (CONTINUED)
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the Directors (as required by auditing standards), inspection of the Company's regulatory and legal correspondence and discussed with the Directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect; GDPR, anti-bribery and corruption, human rights and employment law. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the company complies with such regulations; enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, testing the appropriateness of journal entries and the performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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S E A TRANSPORT INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (CONTINUED)
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
Statutory Auditor
Fitzroy House
Crown Street
Suffolk
IP1 3LG
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S E A TRANSPORT INVESTMENTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 APRIL 2025
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S E A TRANSPORT INVESTMENTS LIMITED
REGISTERED NUMBER: 14399060
BALANCE SHEET
AS AT 30 APRIL 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 23 form part of these financial statements.
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S E A TRANSPORT INVESTMENTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2025
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
S E A Transport Investments Limited (the "Company") is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The company's registered number and registered office address can be found on the Company Information page.
The nature of the Company's principal activities are set out in the Strategic Report. The Company's functional and presentational currency is Sterling (£).
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of S E A Transport Holdings Limited as at 30 April 2025 and these financial statements may be obtained from the Registrar of Companies.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate and ultimate parent undertaking established under UK law and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
2.Accounting policies (continued)
In determining the appropriate basis of preparation of the Annual Financial Statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future, that is for at least 12 months from the date of signing this report.
The Company is an intermediary holding company and does not trade. The Company’s only liabilities are to fellow Group undertakings and to the directors who are also the shareholders of the Group. Those creditors have each committed to not asking for repayment of any amounts that they are owed by the Company within 12 months from the date of signing the accounts. The directors have also considered the Group as a whole in concluding on the appropriate basis of preparation for the Company. The directors make this assessment based on sensitised forward-looking cash headroom forecasts, with revenue projections based on historical trends as well as current and forecast market conditions. The Group headroom positions as at 30 April 2025 are robust, with the Group well supported by material capacity available within its CID facility, in respect of which the Group is dependent on to meet its working capital requirements. In addition, the directors also generated a downside scenario with reduced sales levels. The directors are confident that even on low case trading scenarios, the Group will retain robust headroom positions over the coming 12-month period. In addition, the Group has also identified further mitigating actions that could be taken should the need arise. The directors also acknowledge the net current liabilities position of the Group, but conclude this poses no immediate impact to the going concern status of the entity. The directors have also considered the impact of the ownership transition on the Group’s operations and strategic direction. The Group returned to the ownership of the previous leadership team on 10 April 2025, who had remained actively involved in the business throughout the period of Investment Fund ownership. Given their continued operational involvement and long-standing knowledge of the business, the directors consider the transition to be orderly and stabilising, and do not believe it poses a material threat to the Company’s ability to continue as a going concern. After reviewing the Group’s forecasts and projections, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Through this assessment, and with the Group well supported by its banking partners, the directors are satisfied to continue to report on a Going Concern basis.
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
2.Accounting policies (continued)
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
2.Accounting policies (continued)
method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in a period of revision and future periods where the revision affects both current and future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a high risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are mentioned below: Valuation of fixed asset investment In determining whether there are indicators of impairment of the Company's investment in S E A Transport Limited, the Directors have taken into consideration both internal and external sources of information in reaching such a decision including the economic viability and expected future financial performance of the investment. Recognition of deferred tax asset The Directors have made the judgment not to recognise a net deferred tax asset due to there being uncertainty over the timing and extent of its utilisation.
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
The auditor's remuneration will be borne by the Company's subsidiary undertaking, S E A Transport Limited, without right of recharge. The audit fee for the period is £2,500 (2023 - £2,000).
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
9.Taxation (continued)
The Company has estimated corporation tax losses of £587,456 (2023 - £527,039) available to carry forward and offset against future trading profits.
The Company has not recognised a deferred tax asset due to there being uncertainty over the timing and extent of its utilisation.
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
Subsidiary undertaking (continued)
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
Share premium account
Profit and loss account
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S E A TRANSPORT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
The immediate parent undertaking and the smallest and largest group to consolidate these financial statements is S E A Transport Holdings Limited.
The consolidated financial statements for the S E A Transport Holdings Limited Group are available from the Registrar of Companies.
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