Siem Shipping UK Limited - Limited company accounts 23.2

REGISTERED NUMBER: 02857005 (England and Wales)

SIEM SHIPPING UK LIMITED

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

Mr C S S Bondi

Mr K Ross

SECRETARY:

Mr C S S Bondi

REGISTERED OFFICE:

40 Brighton Road

Sutton

SM2 5BN

REGISTERED NUMBER:

02857005 (England and Wales)

SENIOR STATUTORY AUDITOR:

Robin Lloyd

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2022.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

Mr C S S Bondi

Mr K Ross

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr C S S Bondi - Director

19 September 2023

Opinion

We have audited the financial statements of Siem Shipping UK Limited (the 'company') for the year ended 31 December 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

o

Obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the financial reporting framework and in relation to the company's shipping activities.

o

Understanding how the company is complying with those regulations by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of board minutes and relevant correspondence.

o

Discussing among the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as completeness of revenue and liabilities. Audit procedures were designed to ensure all of the risks were addressed.

o

Assessing the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by discussing with management susceptibility to fraud, considering performance targets and how this may influence results, and assessing the internal control environment. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included assessing the appropriateness of presentation of separately disclosed items and testing manual journals. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or material error.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Robin Lloyd (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

19 September 2023

TURNOVER

3

9,117,489

8,344,183

Cost of sales

2,824,872

1,973,127

GROSS PROFIT

6,292,617

6,371,056

Administrative expenses

5,146,978

5,563,024

OPERATING PROFIT

6

1,145,639

808,032

Net exchange gain/(loss)

7

8,022

79,707

1,137,617

728,325

Income from shares in group undertakings

158,640

909,256

Interest receivable and similar income

8

659,765

400,271

818,405

1,309,527

1,956,022

2,037,852

Interest payable and similar expenses

9

910,151

728,781

PROFIT BEFORE TAXATION

1,045,871

1,309,071

Tax on profit

10

-

-

PROFIT FOR THE FINANCIAL YEAR

1,045,871

1,309,071

PROFIT FOR THE YEAR

1,045,871

1,309,071

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,045,871

1,309,071

FIXED ASSETS

Intangible assets

12

-

8,695

Tangible assets

13

1,105,016

1,098,740

Investments

14

15,962

15,962

1,120,978

1,123,397

CURRENT ASSETS

Stocks

15

56,692

71,052

Debtors

16

6,899,292

16,580,465

Cash at bank

3,890,428

2,251,474

10,846,412

18,902,991

CREDITORS

Amounts falling due within one year

17

2,425,429

11,530,298

NET CURRENT ASSETS

8,420,983

7,372,693

TOTAL ASSETS LESS CURRENT LIABILITIES

9,541,961

8,496,090

CAPITAL AND RESERVES

Called up share capital

19

2,813,603

2,813,603

Share premium

20

28,413,768

28,413,768

Retained earnings

20

(21,685,410

)

(22,731,281

)

SHAREHOLDERS' FUNDS

9,541,961

8,496,090

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2023 and were signed on its behalf by:

Mr C S S Bondi - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

$

$

$

$

Balance at 1 January 2021

2,813,603

(24,040,352

)

28,413,768

7,187,019

Changes in equity

Total comprehensive income

-

1,309,071

-

1,309,071

Balance at 31 December 2021

2,813,603

(22,731,281

)

28,413,768

8,496,090

Changes in equity

Total comprehensive income

-

1,045,871

-

1,045,871

Balance at 31 December 2022

2,813,603

(21,685,410

)

28,413,768

9,541,961

1.	COMPANY INFORMATION

Siem Shipping UK Limited was incorporated on 27 September 1993 under the Companies Act 1985, as a private limited company and is registered in England and Wales. The principal activity of Siem Shipping UK Limited is that of sea and coastal freight water transport. The address of its registered office is 40 Brighton Road, Sutton, SM2 5BN.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historic cost convention.

The company's functional and presentation currency is US Dollars.

Going concern

The financial statements have been prepared on the going concern basis.

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Siem Shipping UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Siem Shipowning Inc, STAR Reefers AS, Jerpefaret 12, 0788 Oslo, Norway.

Judgements in applying accounting policies

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

1)

Impairment of assets

Judgement is used to determine whether there are any indicators of impairment, triggering an impairment review.

2)

Leases

A lease that does not transfer substantially all the risks and rewards of ownership is classified as an operating lease and is therefore not included in the statement of financial position.

Other key sources of estimation uncertainty:

1)

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as market conditions, the remaining life of the asset and projected disposal values.

Turnover

Turnover consists of management services and freight revenue on a time-charter basis from voyage charters and time charters. Turnover is derived from ordinary activities, and is stated after trade discounts, other sales taxes and net of VAT.

Turnover relating to management services is recognised as the service is provided.

Turnover relating to voyages of vessels has been recognised based on the number of days the voyage lasted in the year. A voyage is defined as starting after unloading from the previous voyage.

Intangible fixed assets

Intangible fixed assets are initially measured at cost. After initial recognition, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intangible fixed assets are being amortised evenly over their useful lives of 5 years.

Tangible fixed assets

All tangible fixed assets are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

The cost of tangible fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management.

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Vessel

25 years (straight-line method)

Fixtures and fittings

5 years (straight-line method)

Deferred drydocking

5 years (straight-line method)

Computer equipment

3 - 5 years (straight-line method)

The vessels are required to be drydocked for inspection and re-licensing, at which point major repairs and maintenance are performed. The costs associated with drydocking are capitalised as they occur by adding them to the cost of the vessel and depreciating them over the period until the next scheduled drydocking.

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the Income Statement.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Lubricating oil and bunkers inventories are valued at the lower of historical cost and market value applying the FIFO (first in first out) principle.

Financial instruments

The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

Income tax

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the Income Statement.

Finance income and costs

Finance income and costs are charged to the Income Statement over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount.

Dividend income

Dividend income is recognised when the right to receive payment is established.

3.

TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the company.

An analysis of turnover by class of business is given below:

2022

2021

$

$

Freight revenue

3,898,310

2,673,426

Management services

5,219,179

5,670,757

9,117,489

8,344,183

4.	EMPLOYEES AND DIRECTORS

2022

2021

$

$

Wages and salaries

2,124,292

2,342,018

Social security costs

277,344

284,491

Other pension costs

210,841

196,031

2,612,477

2,822,540

The average number of employees during the year was as follows:

2022

2021

Administration

19

21

5.	DIRECTORS' EMOLUMENTS

2022

2021

$

$

Directors' remuneration

115,721

111,263

Directors' pension contributions to money purchase schemes

8,708

6,885

6.	OPERATING PROFIT

2022

2021

$

$

Amortisation - intangible assets

8,695

16,975

Depreciation - owned assets

785

-

Auditors' remuneration

10,500

10,000

Amounts paid under operating leases - land and buildings

134,939

277,255

7.	EXCEPTIONAL ITEMS

2022

2021

$

$

Net exchange gain/(loss)

(8,022

)

(79,707

)

8.

INTEREST RECEIVABLE AND SIMILAR INCOME

2022

2021

$

$

Bank interest receivable

12,997

-

Other interest received

646,768

400,271

659,765

400,271

9.

INTEREST PAYABLE AND SIMILAR EXPENSES

2022

2021

$

$

Group interest payable

895,804

709,434

Bank charges

14,347

19,347

910,151

728,781

10.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2022 nor for the year ended 31 December 2021.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2022

2021

$

$

Profit before tax

1,045,871

1,309,071

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2021 - 19%)

198,715

248,723

Effects of:

Income not taxable for tax purposes

(30,142

)

(172,759

)

Movement in deferred tax unprovided

(28,651

)

(75,964

)

Group relief

(129,773

)

-

Impact of super deduction

(402

)

-

Other timing differences

(9,747

)

-

Total tax charge

-

-

11.	PRIOR YEAR ADJUSTMENT

During the year it was discovered that there were a number of items included within turnover which should have been included within cost of sales in the prior year. Turnover in the prior year has therefore been reduced by $231,864 with a corresponding in decrease in cost of sales.

12.	INTANGIBLE FIXED ASSETS

Software

$

COST

At 1 January 2022

112,104

Disposals

(112,104

)

At 31 December 2022

-

AMORTISATION

At 1 January 2022

103,409

Amortisation for year

8,695

Eliminated on disposal

(112,104

)

At 31 December 2022

-

NET BOOK VALUE

At 31 December 2022

-

At 31 December 2021

8,695

13.	TANGIBLE FIXED ASSETS

Fixtures

and

Deferred

Computer

Vessel

fittings

Drydocking

equipment

Totals

$

$

$

$

$

COST

At 1 January 2022

14,750,000

32,169

837,947

75,633

15,695,749

Additions

-

-

-

7,061

7,061

At 31 December 2022

14,750,000

32,169

837,947

82,694

15,702,810

DEPRECIATION

At 1 January 2022

13,651,260

32,169

837,947

75,633

14,597,009

Charge for year

-

-

-

785

785

At 31 December 2022

13,651,260

32,169

837,947

76,418

14,597,794

NET BOOK VALUE

At 31 December 2022

1,098,740

-

-

6,276

1,105,016

At 31 December 2021

1,098,740

-

-

-

1,098,740

14.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

$

COST

At 1 January 2022

and 31 December 2022

15,962

NET BOOK VALUE

At 31 December 2022

15,962

At 31 December 2021

15,962

15.

STOCKS

2022

2021

$

$

Stocks

56,692

71,052

16.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

$

$

Trade debtors

911,863

512,844

Amounts owed by group undertakings

5,244,746

15,909,151

Other debtors

77,472

81,346

VAT

39,373

994

Prepayments and accrued income

625,838

76,130

6,899,292

16,580,465