Caseware UK (AP4) 2024.0.164 2024.0.164 2025-04-302024-05-292024-05-292024-05-292024-05-292025-04-30true4truetruefalsetruetrue2024-01-01falseintermediate holding company5false 14399060 2024-01-01 2025-04-30 14399060 2022-10-05 2023-12-31 14399060 2025-04-30 14399060 2023-12-31 14399060 4 2024-01-01 2025-04-30 14399060 4 2022-10-05 2023-12-31 14399060 6 2024-01-01 2025-04-30 14399060 6 2022-10-05 2023-12-31 14399060 d:Exceptional 2024-01-01 2025-04-30 14399060 d:Exceptional 2022-10-05 2023-12-31 14399060 e:Director1 2024-01-01 2025-04-30 14399060 e:Director2 2024-01-01 2025-04-30 14399060 e:Director3 2024-01-01 2025-04-30 14399060 e:Director3 2025-04-30 14399060 e:Director4 2024-01-01 2025-04-30 14399060 e:Director4 2025-04-30 14399060 e:Director5 2024-01-01 2025-04-30 14399060 e:Director5 2025-04-30 14399060 e:Director6 2024-01-01 2025-04-30 14399060 e:Director6 2025-04-30 14399060 e:Director7 2024-01-01 2025-04-30 14399060 e:Director7 2025-04-30 14399060 e:RegisteredOffice 2024-01-01 2025-04-30 14399060 d:CurrentFinancialInstruments 2025-04-30 14399060 d:CurrentFinancialInstruments 2023-12-31 14399060 d:Non-currentFinancialInstruments 2025-04-30 14399060 d:Non-currentFinancialInstruments 2023-12-31 14399060 d:CurrentFinancialInstruments d:WithinOneYear 2025-04-30 14399060 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 14399060 d:Non-currentFinancialInstruments d:AfterOneYear 2025-04-30 14399060 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 14399060 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2025-04-30 14399060 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-12-31 14399060 d:UKTax 2024-01-01 2025-04-30 14399060 d:UKTax 2022-10-05 2023-12-31 14399060 d:ShareCapital 2024-01-01 2025-04-30 14399060 d:ShareCapital 2025-04-30 14399060 d:ShareCapital 2022-10-05 2023-12-31 14399060 d:ShareCapital 2023-12-31 14399060 d:SharePremium 2024-01-01 2025-04-30 14399060 d:SharePremium 2025-04-30 14399060 d:SharePremium 2022-10-05 2023-12-31 14399060 d:SharePremium 2023-12-31 14399060 d:RetainedEarningsAccumulatedLosses 2024-01-01 2025-04-30 14399060 d:RetainedEarningsAccumulatedLosses 2025-04-30 14399060 d:RetainedEarningsAccumulatedLosses 2022-10-05 2023-12-31 14399060 d:RetainedEarningsAccumulatedLosses 2023-12-31 14399060 e:OrdinaryShareClass1 2024-01-01 2025-04-30 14399060 e:OrdinaryShareClass1 2025-04-30 14399060 e:OrdinaryShareClass1 2023-12-31 14399060 e:OrdinaryShareClass2 2024-01-01 2025-04-30 14399060 e:OrdinaryShareClass2 2025-04-30 14399060 e:FRS102 2024-01-01 2025-04-30 14399060 e:Audited 2024-01-01 2025-04-30 14399060 e:FullAccounts 2024-01-01 2025-04-30 14399060 e:PrivateLimitedCompanyLtd 2024-01-01 2025-04-30 14399060 d:Subsidiary1 2024-01-01 2025-04-30 14399060 d:Subsidiary1 1 2024-01-01 2025-04-30 14399060 4 2024-01-01 2025-04-30 14399060 6 2024-01-01 2025-04-30 14399060 f:PoundSterling 2024-01-01 2025-04-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 14399060










S E A TRANSPORT INVESTMENTS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 APRIL 2025

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
COMPANY INFORMATION


Directors
C M Smith 
F R Smith 




Registered number
14399060



Registered office
Office at 82 Shed
Dock Road

Felixstowe

Suffolk

IP11 3BW




Independent auditor
Sumer Auditco Limited

Fitzroy House

Crown Street

Ipswich

Suffolk

IP1 3LG





 
S E A TRANSPORT INVESTMENTS LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Independent Auditor's Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 23


 
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.

Principal Activity
 
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.

Review of Business Performance and future events
 
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.



F R Smith
Director

Date: 21 April 2026

Page 1

 
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.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the audited financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare audited financial statements for each financial year. Under that law the Directors have elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the audited 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 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 2006They 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.

Results and dividends

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.

Directors

The Directors who served during the period were:

C M Smith 
F R Smith 
A C Liljendahl (resigned 20 August 2024)
A Milner (appointed 29 May 2024, resigned 10 April 2025)
R J Morson (appointed 29 May 2024, resigned 24 October 2024)
F J Connolly (resigned 29 May 2024)
T C Cormack (resigned 29 May 2024)

Qualifying Third Party Indemnity Provisions

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.

Page 2

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2025

Matters covered in the Strategic Report

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. 

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Sumer Auditco Limitedwill 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.
 





F R Smith
Director

Date: 21 April 2026

Page 3

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED
 

Opinion


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 policiesThe 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 30 April 2025 and of its profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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.


Emphasis of matter


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.


Conclusions relating to going concern


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.


Page 4

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion on other matters 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 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.


Matters on which we are required to report by exception
 

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.


We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (CONTINUED)


Auditor's 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.


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.


Page 6

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT INVESTMENTS LIMITED (CONTINUED)


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 2006Our 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.





Steven Burgess FCA (Senior Statutory Auditor)
  
for and on behalf of
Sumer Auditco Limited
 
Statutory Auditor
  
Fitzroy House
Crown Street
Ipswich
Suffolk
IP1 3LG

22 April 2026
Page 7

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 APRIL 2025

16 months ended 30 April
15 months ended
31 December
2025
2023
Note
£
£

  

Exceptional administrative expenses
 4 
(1,712,713)
-

Exceptional other operating income
 5 
4,477,127
-

Operating profit
  
2,764,414
-

Interest payable and similar expenses
 8 
(768,913)
(663,964)

Profit/(loss) before tax
  
1,995,501
(663,964)

Tax on profit/(loss)
 9 
-
-

Profit/(loss) for the financial period
  
1,995,501
(663,964)

There were no recognised gains and losses for 2025 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2023:£NIL).

The notes on pages 11 to 23 form part of these financial statements.

Page 8

 
S E A TRANSPORT INVESTMENTS LIMITED
REGISTERED NUMBER: 14399060

BALANCE SHEET
AS AT 30 APRIL 2025

30 April
31 December
2025
2023
Note
£
£

Fixed assets
  

Investments
 10 
1,787,287
3,500,000

  
1,787,287
3,500,000

Current assets
  

Debtors: amounts falling due within one year
 11 
454,901
454,901

  
454,901
454,901

Creditors: amounts falling due within one year
 12 
(910,650)
(607,575)

Net current liabilities
  
 
 
(455,749)
 
 
(152,674)

Total assets less current liabilities
  
1,331,538
3,347,326

Creditors: amounts falling due after more than one year
 13 
-
(4,011,289)

  

Net assets/(liabilities)
  
1,331,538
(663,963)


Capital and reserves
  

Called up share capital 
 15 
1
1

Share premium account
 16 
3,659,900
-

Profit and loss account
 16 
(2,328,363)
(663,964)

  
1,331,538
(663,963)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




F R Smith
Director

Date: 21 April 2026

The notes on pages 11 to 23 form part of these financial statements.

Page 9

 
S E A TRANSPORT INVESTMENTS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(663,964)
(663,964)
Total comprehensive income for the period
-
-
(663,964)
(663,964)


Contributions by and distributions to owners

Shares issued during the period
1
-
-
1



At 1 January 2024
1
-
(663,964)
(663,963)


Comprehensive income for the period

Profit for the period
-
-
1,995,501
1,995,501
Total comprehensive income for the period
-
-
1,995,501
1,995,501

Share premium on debt for equity swap
-
3,659,900
(3,659,900)
-


At 30 April 2025
1
3,659,900
(2,328,363)
1,331,538


The notes on pages 11 to 23 form part of these financial statements.

Page 10

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

1.


General information

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

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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.

 
2.3

Exemption from preparing consolidated financial statements

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.

Page 11

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

2.Accounting policies (continued)

 
2.4

Going concern

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.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that 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.

Page 12

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

2.Accounting policies (continued)

 
2.6

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

At each reporting date the Company assesses whether there is any indication of impairment.  If such indication exists, the recoverable amount of the asset is determined.  An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Page 13

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

2.Accounting policies (continued)


2.11
Financial instruments (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
Page 14

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

2.Accounting policies (continued)


2.11
Financial instruments (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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the Directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources.  The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.  Actual results may differ from these estimates.
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.

Page 15

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

4.


Exceptional administrative expenses

16 months ended 30 April
15 months ended
31 December
2025
2023
£
£


Impairment of fixed asset investments
1,712,713
-

1,712,713
-


5.


Exceptional other operating income

16 months ended 30 April
15 months ended
31 December
2025
2023
£
£

Loan note principal written off
3,659,900
-

Loan note interest written-off
817,227
-

4,477,127
-


The transactions above have arisen following a debt for equity swap in the period.


6.


Auditor's remuneration

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).

Page 16

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

7.


Employees




The average monthly number of employees, including the Directors, during the period was as follows:


16 months ended 30 April
   15 months ended
      31 December
        2025
        2023
            No.
            No.







Directors
4
5

The Company has no employees other than Directors, who did not receive any remuneration for their qualifying services in the period.


8.


Interest payable and similar expenses

16 months ended 30 April
15 months ended
31 December
2025
2023
£
£


Interest on loan notes
768,913
663,964

768,913
663,964

Page 17

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

9.


Taxation


16 months ended
30 April
15 months ended
31 December
2025
2023
£
£



Current tax on profits for the year
-
-


Total current tax

-
-

Deferred tax


Origination and reversal of timing differences
-
-

Total deferred tax

-
-


-
-

Factors affecting tax charge for the period

The tax assessed for the period is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25.00% (2023 - 22.78%). The differences are explained below:

16 months ended
30 April
15 months ended
31 December
2025
2023
£
£


Profit/(loss) on ordinary activities before tax
1,995,501
(663,964)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 22.78%)
167,845
(151,251)

Effects of:


Expenses not deductible for tax purposes
970,564
-

Tax rate changes
-
(14,740)

Short-term timing difference leading to an increase (decrease) in taxation
-
34,231

Non-taxable income
(1,119,282)
-

Unrelieved tax losses carried forward
(19,127)
131,760

Total tax charge for the period
-
-

Page 18

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
 
9.Taxation (continued)


Factors that may affect future tax charges

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.


10.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
3,500,000



At 30 April 2025

3,500,000



Impairment


Charge for the period
1,712,713



At 30 April 2025

1,712,713



Net book value



At 30 April 2025
1,787,287


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

S E A Transport Limited
Office at 82 Shed, Dock Road, Felixstowe, Suffolk, IP11 3 BW
Ordinary
  100%

The aggregate of the share capital and reserves as at 30 April 2025 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Page 19

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025
Subsidiary undertaking (continued)


Aggregate of share capital and reserves
Loss

S E A Transport Limited
338,155
585,905

Page 20

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

11.


Debtors

30 April
31 December
2025
2023
£
£


Amounts owed by group undertakings
454,901
454,901

454,901
454,901



12.


Creditors: Amounts falling due within one year

30 April
31 December
2025
2023
£
£

Amounts owed to group undertakings
486,220
470,650

Other creditors
424,430
-

Accruals and deferred income
-
136,925

910,650
607,575



13.


Creditors: Amounts falling due after more than one year

30 April
31 December
2025
2023
£
£

Other loans
-
4,011,289

-
4,011,289


Page 21

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

14.


Loans


Analysis of the maturity of loans is given below:


30 April
31 December
2025
2023
£
£



Amounts falling due 2-5 years

Other loans
-
4,011,289


-
4,011,289



15.


Share capital

30 April
31 December
2025
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1
8 (2023 - Nil) A ordinary shares of £0.01 each
-
-

1

1

During the period ended 30 April 2025, 8 non-voting A Ordinary Shares were issued with a nominal value of £0.01 per share.  This was part of a debt for equity swap agreement.



16.


Reserves

Share premium account

The share premium account represents consideration received in excess of the nominal value of the shares. 

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses.

Page 22

 
S E A TRANSPORT INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2025

17.


Related party transactions

The Company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the S E A Transport Holdings Limited Group.
During the period C M Smith and F R Smith (both directors) each made loans of £220,000 to the company. At 30 April 2025 the company owed £212,215 to both C M Smith and F R Smith. The loans are interest free and repayable on demand. 
At 30 April 2025 the company owes £Nil (2023 - £4,011,289) by way of loan notes, which are repayable on the third anniversary from their issue, and incur interest at 8% plus the base rate of the Bank of England.  The principal amount was £4,099,900 (the difference being the arrangement fee).  This amount was split between two parties: Enact III LLP £3,074,925 and Enact III Co-investment LP £1,024,975.  Both of these entities were shareholders in S E A Transport Holdings Limited.  The loan was waived during the year as part of a debt for equity transaction.


18.


Controlling party

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.

 
Page 23