SULMARA_SUBSEA_INTERNATIO - Accounts

The directors present the strategic report for the year ended 31 December 2022.

The principal activity of Sulmara Subsea International Limited (the ”company”) is that of a holding company. The group comprises Sulmara Subsea International Limited and all of its subsidiaries ("the group"). The principal activity of the group is the provision of offshore survey and inspection services to the energy and utility industries. The group specializes in the application of novel technology and methodologies to deliver data products with a focus on lower carbon impact solutions in the core markets of site characterisation, offshore construction and operations & maintenance investigations.

Our organization is driven by the vision of decarbonising the offshore survey industry, while reducing operational and financial risk to our clients.

Our business recognises that political instability, energy security and the motivation of energy companies and governments around the world to reduce their CO2 footprint will support our growth ambitions in the energy sector. Our use of innovative technologies throughout the lifecycle of a development, enables organizations to expedite their position to become carbon neutral ahead of the 2050 COP 26 targets.

Our service delivery is supported by 162 staff (2021: 108) as at the respective year ends, employed across three regional bases in Scotland, the United States of America and Singapore. These individuals are selected for their expertise and alignment with our company vision. This competence and robust organizational processes allow the group to deliver safe and efficient projects for our clients to the same exacting standards wherever we work in the world. Building long term relationships with our key clients allows us to mature new technologies and continually add value to their projects.

During the year the group delivered turnover of $42.6m which is an increase of 64% on previous year (2021: $26.0m). The significant growth was achieved by organic expansion in all three regions.

The group is exposed to various risks which are monitored by the board. Appropriate processes are put in place to periodically review and mitigate key business risks. The key business risks which affect the group are set out below:

(a) to finance its operations

(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and

(c) for trading purposes.

In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the group's operations.

Interest rate risk

• The group monitors interest rates closely in order to minimise the potential exposure it has to any interest rate movements.

Credit risk

• The group provides credit to most of its customers and is therefore exposed to the usual credit risk and cash flow risk associated with this form of trading. These risks are managed through ongoing credit control procedures and a broad diversification of client portfolio.

Liquidity risk

• As at 31 December 2022 the group had a cash balance which the directors believe is sufficient to maintain liquidity and support the growth of the business. The liquidity risk is managed by cash flow forecasting.

Currency rate risk

• The group's activities expose it to the risk of fluctuating foreign exchange rates. This risk is mitigated by forecasting and matching the projected revenues and costs in each currency.

The group uses a range of financial indicators to monitor the group's performance over time. The directors consider turnover, gross profit and earnings before interest, tax, depreciation and amortisation (EBITDA) to be key performance indicators. These are set out below:

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2022.

The principal activity of the company continued to be that of a holding company and the principal activity of the group continued to be that of a provider of innovative survey and inspection services to the offshore energy sector.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of dividends at this stage.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The group continues to invest in research and development as demonstrated by the increase in development costs capitalised as intangible assets. These will improve and expand the range of offshore survey and inspection services which we offer to the market which will benefit the group in the medium to long term.

In February 2023, the capital amount outstanding on a loan owed to a related party of $1,567,566 (£1,300,000) was repaid. At 31st December 2022 the total amount outstanding on the loan, including accrued interest, totalled $1,864,247 (£1,546,041).

In March 2023, the capital, interest and arrangement fees outstanding on all loans owed to a related party were novated to be owed to another related party connected to the original lender. The loans were then novated from Sulmara Subsea Limited to Sulmara Subsea International Limited so that the parent company became the borrower. After completion of the novations, the revised loan of $8,794,835 (£7,293,655) was agreed between Sulmara Subsea International Limited and the lender which represents the outstanding capital, accrued interest and unpaid arrangement fees at the date of the agreement of the loans owed to the related party. This loan is subject to interest at 12% per annum above the Bank of England Base Rate and is due for repayment in full, including all interest and arrangement fees, on 31st March 2024. As a result of this new agreement, the lender holds a bond and floating charge over Sulmara Subsea Limited as well as a warrant instrument which allows the lender the option to acquire further shares in Sulmara Subsea International Limited at a fixed exercise price.

The directors believe that the group will continue it’s organic expansion in the three regions in which it currently operates in.

Azets Audit Services were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

As at 31 December 2022 the group has net current liabilities of $3,489k (2021: $4,112k), which includes $10,270k (2021: $9,681k) due to a related party. Post year end in March 2023, the loans with this related party were novated to another related party, renegotiated and are now due for repayment in full on 31st March 2024 (see note 26). The related party has provided confirmation that there exists no reason to take recovery action against the group which would be prejudicial to the value of their investment.

As with any group or company placing reliance on another entity agreeing not to take recovery action, the directors acknowledge there can be no certainty that this will not occur although, at the date of approval of these financial statements, they have no reason to believe that recovery action will be taken. This is on the basis that the related party has a significant interest in the refinancing of the group being completed.

On that basis, and along with recent results and forecasts, the directors have a reasonable expectation that it is appropriate to adopt the going concern basis in the preparation of the financial statements and are confident that the group and company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements.

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

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

•     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

•     prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Sulmara Subsea International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 group's and the parent company's affairs as at 31 December 2022 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $111,973 (2021: $76,724 loss).

Sulmara Subsea International Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 28 Albyn Place, Aberdeen, United Kingdom, AB10 1YL. The principal place of business of the company is Pavillion 11, Kingshill Park, Venture Drive, Westhill, Aberdeenshire, United Kingdom, AB32 6FL. The company's registered number is SC602514.

The group consists of Sulmara Subsea International Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in United States dollars, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest $ 000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Sulmara Subsea International Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

As at 31 December 2022 the group has net current liabilities of $3,489k (2021: $4,112k), which includes $10,270k (2021: $9,681k) due to a related party. Post year end in March 2023, the loans with this related party were novated to another related party, renegotiated and are now due for repayment in full on 31st March 2024 (see note 26). The related party has provided confirmation that there exists no reason to take recovery action against the group which would be prejudicial to the value of their investment.

As with any group or company placing reliance on another entity agreeing not to take recovery action, the directors acknowledge there can be no certainty that this will not occur although, at the date of approval of these financial statements, they have no reason to believe that recovery action will be taken. This is on the basis that the related party has a significant interest in the refinancing of the group being completed.

On that basis, and along with recent results and forecasts, the directors have a reasonable expectation that it is appropriate to adopt the going concern basis in the preparation of the financial statements and are confident that the group and company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements.

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

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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

Intangible assets acquired separately from a business combination are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs that are directly attributable to the design and testing of identifiable and unique projects controlled by the company are recognised as intangible assets when the following criteria are met:

•     it is technically feasible to complete the project so that its findings and new surveying methodologies will be available for use;

•     management intends to complete the project and use the findings and new surveying methodologies or sell them;

•     there is an ability to adopt the findings and new surveying methodologies;

•     it can be demonstrated how the findings and new surveying methodologies will generate probable future economic benefits;

•     adequate technical, financial and other resources to complete the development and to adopt or sell the findings and new surveying methodologies are available; and

•     the expenditure attributable to the project during its development can be reliably measured.

Other development expenditures which do not meet these criteria are recognised as an expense when incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. As the holders of the options are employed by a subsidiary, the fair value determined at the grant date is capitalised within additions on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Interest payable

Interest payable is recognised using the effective interest rate method. In calculating interest payable, the effective interest rate is applied to the amortised cost of the liability.

Interest receivable

Interest receivable is recognised using the effective interest rate method. In calculating interest receivable, the effective interest rate is applied to the gross carrying amount of the asset where the asset has not been impaired. For financial assets that have been impaired after initial recognition, interest income is calcualted by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer impaired the interest income calculation reverts to the gross carrying amount.

In the application of the group’s accounting policies, the directors are required to make judgements, 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 the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

At the balance sheet date management makes an assessment of the carrying value and existence of the intangible assets by considering various factors including the feasibility and commerciality of the systems being developed and their capacity to generate future revenue streams to the Group. Management believe that the value of all development costs included in note 11 can be upheld due to future revenue forecasted to flow to the Group.

The total amount of trade debtors at the balance sheet date is $12,356k (2021: $9,855k) and the total amount of loans receivable (including accrued interest) at the balance sheet date is $8,627k (2021: $7,183k). Management use estimates based on historical experience and current information available in determining the level of any debts for which an impairment is required. The level of the impairment required is reviewed on an ongoing basis.

At the grant date, management make an estimate of the fair value of the share options granted using a Black-Scholes model, the period over which these options are most likely to vest, and the number of options which will ultimately be exercised by the holders of the options. This is based on recent transactions in the company's share capital and management's judgement over retention of key employees and a future vesting event.

The whole of turnover is attributable to the rendering of services.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Factors that may impact future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the main rate of corporation tax would increase to 25%. This new law was substantively enacted on 24 May 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

Details of the company's subsidiaries at 31 December 2022 are as follows:

Amounts included in loans receivable of $8,627,230 (£7,154,658) (2021: $7,182,796 (£5,324,771)) relates to three loans and accrued interest to the same company. Loan 1 is subject to interest at 18% and loans 2 & 3 are subject to interest at 15%. All loans are subject to additional interest of 5% on outstanding balances not paid before their due date. These loans were due for repayment in April 2022, however this has been extended on a repayment on demand basis as the parties are currently renegotiating the terms of the loans.

The directors are satisfied that these amounts will be repaid in full.

There is a share pledge held over the borrower.

The bank loan is repayable in monthly instalments and is subject to interest at 2.5%. The final repayment is due to be made in December 2026.

Amounts included in other borrowings of $10,170,283 (£8,434,329) (2021: $9,680,769 (£7,176,575)) relates to three loans from a related party. Loans 1 & 2 are subject to interest at 15%. Tranche 1 of Loan 3 was subject to interest at 10% to 31 December 2021 and then 15% thereafter. Tranche 2 of Loan 3 was subject to interest at 10% to 31 March 2022 and then 15% thereafter. These loans were due for repayment in April 2022. The capital amount of both tranches of Loan 3 was repaid in full in February 2023.

As at 31 December 2022, $4,808,248 (£3,987,534) (2021: $4,776,911 (£3,541,233)) was outstanding on Loan 1, $3,069,721 (£2,545,754) (2021: $3,019,408 (£2,238,356)) was outstanding on Loan 2 and $1,864,247 (£1,546,041) (2021: $1,425,810 (£1,056,986)) was outstanding on Loan 3. Arrangement fees of $428,066 (£355,000) (2021: $458,640 (£340,000)) in relation to these loans are also outstanding and repayable on demand as at 31 December 2022.

There is a floating charge held by the related party over the assets of Sulmara Subsea Limited.

In March 2023, the capital, interest and arrangement fees outstanding on all loans owed to the related party above were novated to be owed to a related party connected to the original lender. The loans were then novated from Sulmara Subsea Limited to Sulmara Subsea International Limited so that the parent company became the borrower. After completion of the novations, the revised loan of $8,794,835 (£7,293,655) was agreed between Sulmara Subsea International Limited and the lender which represents the outstanding capital, accrued interest and unpaid arrangement fees at the date of the agreement of the loans owed to the related party. This loan is subject to interest at 12% per annum above the Bank of England Base Rate and is due for repayment in full, including all interest and arrangement fees, on 31st March 2024. As a result of this new agreement, the lender holds a bond and floating charge over Sulmara Subsea Limited as well as a warrant instrument which allows the lender the option to acquire further shares in Sulmara Subsea International Limited at a fixed exercise price.

Within other creditors at 31 December 2022 is an unsecured loan from a shareholder of $100,000. This short-term loan is repayable on demand and is not subject to interest.

Within other creditors at 31 December 2021 is an unsecured loan from a shareholder of $100,000. This loan is subject to interest at 10% per annum and was fully repaid on 28th April 2022.

The bank loan is repayable in monthly instalments and is subject to interest at 2.5%. The final repayment is due to be made in December 2026.

The bank loan is repayable in monthly instalments and is subject to interest at 2.5%. The final repayment is due to be made in December 2026.

Amounts included in other borrowings of $10,170,283 (£8,434,329) (2021: $9,680,769 (£7,176,575)) relates to three loans from a related party. Loans 1 & 2 are subject to interest at 15%. Tranche 1 of Loan 3 was subject to interest at 10% to 31 December 2021 and then 15% thereafter. Tranche 2 of Loan 3 was subject to interest at 10% to 31 March 2022 and then 15% thereafter. These loans were due for repayment in April 2022. The capital amount of both tranches of Loan 3 was repaid in full in February 2023.

As at 31 December 2022, $4,808,248 (£3,987,534) (2021: $4,776,911 (£3,541,233)) was outstanding on Loan 1, $3,069,721 (£2,545,754) (2021: $3,019,408 (£2,238,356)) was outstanding on Loan 2 and $1,864,247 (£1,546,041) (2021: $1,425,810 (£1,056,986)) was outstanding on Loan 3. Arrangement fees of $428,066 (£355,000) (2021: $458,640 (£340,000)) in relation to these loans are also outstanding and repayable on demand as at 31 December 2022.

There is a floating charge held by the related party over the assets of Sulmara Subsea Limited.

In March 2023, the capital, interest and arrangement fees outstanding on all loans owed to the related party above were novated to be owed to a related party connected to the original lender. The loans were then novated from Sulmara Subsea Limited to Sulmara Subsea International Limited so that the parent company became the borrower. After completion of the novations, the revised loan of $8,794,835 (£7,293,655) was agreed between Sulmara Subsea International Limited and the lender which represents the outstanding capital, accrued interest and unpaid arrangement fees at the date of the agreement of the loans owed to the related party. This loan is subject to interest at 12% per annum above the Bank of England Base Rate and is due for repayment in full, including all interest and arrangement fees, on 31st March 2024. As a result of this new agreement, the lender holds a bond and floating charge over Sulmara Subsea Limited as well as a warrant instrument which allows the lender the option to acquire further shares in Sulmara Subsea International Limited at a fixed exercise price.

A provision has been made as a result of the group being in mediation with a customer in relation to performance obligations on a contract which was ongoing in the current financial year. At 31 December 2022, management made a best estimate of the final settlement to be agreed with the customer which they believed would be resolved before the end of 2023. In October 2023, a resolution with the customer was reached whereby the group agreed to write-off $271,310 (£225,000 (including VAT)) of amounts owed by the customer over the period of the contract. This amount is not materially different to the provision made by management at the balance sheet date.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Defined contribution pension schemes are operated for all qualifying employees of the group. The assets of the scheme are held separately from those of the group in an independently administered fund.

There are no employees of the company and no pension schemes operated by the company.

During the year, 23,200 Ordinary B shares were repurchased by the company at a price of $1.00 per share. This resulted in a decrease of $20,296 to share premium.

The Group's Enterprise Management Incentive (EMI) scheme, which was introduced during 2020, provides for certain employees to exercise B Ordinary share options in the future if certain conditions are met. At 31 December 2022, the maximum number of B Ordinary shares exercisable under the EMI scheme, from awards made to employees, was 37,625 (2021: 37,625). The exercise price for 22,900 (2021: 22,900) of the options granted is $1.00 per share with the balance of 14,725 (2021: 14,725) of the options granted having an exercise price of £3.35.

Details of the share based payment arrangements are as follows:

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts included in other borrowings at note 15 of $10,170,283 (£8,434,329) (2021: $9,680,769 (£7,176,575)) relates to three loans and arrangement fees from a related party. Loans 1 & 2 are subject to interest at 15% and Loan 3 is subject to 10% respectively. These loans were due for repayment in April 2022. See note 24 for details on the revision and repayment of these loans in March 2023. The transactions during the year with this related party were the issue of loans including arrangement fees of $383,723 (£315,000) (2021: $4,125,225 (£3,000,000)) and the accrual of interest payable of $1,148,434 (£942,754) (2021: $1,024,901 (£745,342)).

During the year, a related party provided a short-term, unsecured, and interest free loan amounting to $286,000 in total. Repayments were made during the year of $186,000 with a balance of $100,000 remaining within other creditors due within 1 year at the year end.

During 7 months of this financial year and at the balance sheet date, the company which loans are receivable from as per note 14 became a related party as a result of their being a common director on their board. During this period, sales of $2,976,991 (£2,443,824) were generated, new loan capital of $1,409,900 (£1,157,393) was introduced, interest accrued of $835,996 (£686,272), and payments of interest was received of $429,485 (£352,566). There are no comparatives to disclose on these transactions as there was no common control in the previous financial year. As at the balance sheet date, loans receivable were $8,627,230 (£7,154,658) (2021: $7,182,796 (£5,324,771)) and a trade debtor was receivable of $64,118 (£53,174) (2021: $nil (£nil)).

In February 2023, the capital amount outstanding on a loan owed to a related party of $1,567,566 (£1,300,000) was repaid. At 31st December 2022 the total amount outstanding on the loan, including accrued interest, totalled $1,864,247 (£1,546,041).

In March 2023, the capital, interest and arrangement fees outstanding on all loans owed to a related party were novated to be owed to another related party connected to the original lender. The loans were then novated from Sulmara Subsea Limited to Sulmara Subsea International Limited so that the parent company became the borrower. After completion of the novations, the revised loan of $8,794,835 (£7,293,655) was agreed between Sulmara Subsea International Limited and the lender which represents the outstanding capital, accrued interest and unpaid arrangement fees at the date of the agreement of the loans owed to the related party. This loan is subject to interest at 12% per annum above the Bank of England Base Rate and is due for repayment in full, including all interest and arrangement fees, on 31st March 2024. As a result of this new agreement, the lender holds a bond and floating charge over Sulmara Subsea Limited as well as a warrant instrument which allows the lender the option to acquire further shares in Sulmara Subsea International Limited at a fixed exercise price.

The company is owned by a number of private shareholders and companies. As a result of this, the company is controlled by its directors, the majority of whom are also shareholders.