ACCOUNTS - Final Accounts preparation


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Registered number: 04773266









MARINE & REMOTE SENSING SOLUTIONS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
COMPANY INFORMATION


Director
J Pinl 




Company secretary
J T Pierce



Registered number
04773266



Registered office
8th Floor, 1 Southampton Street

London

WC2R 0LR




Independent auditors
Nyman Libson Paul LLP
Chartered Accountants & Statutory Auditors

124 Finchley Road

London

NW3 5JS





 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Director's Report
 
3 - 4
Independent Auditors' Report
 
5 - 10
Consolidated Statement of Comprehensive Income
 
11
Consolidated Balance Sheet
 
12
Company Balance Sheet
 
13
Consolidated Statement of Changes in Equity
 
14
Company Statement of Changes in Equity
 
15
Consolidated Statement of Cash Flows
 
16
Consolidated Analysis of Net Debt
 
17
Notes to the Financial Statements
 
18 - 34


 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
Marine & Remote Sensing Solutions Limited (the "Company") and the group it heads (the "Group)  design and supply innovative, technology-led solutions to protect lives and critical assets from asymmetric threats across marine, land, and aerial environments. The Group operates in the UK and the Middle East. 

Business review
 
The principal activities of the Group continued to be the design and supply of technology-led solutions for security and protection of lives and critical assets. 2022 saw the Group finalise projects in a difficult global environment given geopolitical developments, disruption to the supply chain, and inflationary pressures. Revenue for the period fell to £8.5m (2021: £32.4m) due to delayed contracts, where ongoing investment was made across the Group to support future growth. As part of this, the Group continued to invest in research and development for ongoing product improvement and development.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the business and how they are managed are set out below:
• Customer demand and defence spending: Customer demand is influenced by factors including the nature and prevalence of the threats faced; economic conditions; as well as the Group’s product offerings, efficacy, pricing, and project management / delivery capabilities. Across the period, the Group maintained investment across these areas – to continue and expand projects with existing customers, and to exploit opportunities in new markets.
• Competition: Competitors seeking to develop similar technology and offerings and / or to expand into markets where the Group currently operate. As above, MARSS’ ongoing investment in innovation; research and development; and delivery and maintenance capabilities serves to protect and extend the Group’s advantage.
• Government policy and export controls: Changes to government policy or decisions regarding export control may impact project delivery and future orders. The Group works closely with advisors to understand and monitor these risks. 
• Supply chain and inflationary pressures: Through the period there have been shortages and disruption to elements of the supply chain on a global scale, including price increases from inflationary pressures. The Group continues to work closely with suppliers and customers as well as through investment in the Group’s supply chain and logistics function to manage these risks.

Financial key performance indicators

Key financial performance indicators for the group are as follows:

2022
2021
        £
        £
Revenue

8,553,638

32,414,272
 
Gross profit/(loss)

(551,028)

3,284,825
 
Operating profit/(loss)

(6,372,919)

(3,460,020)
 

Page 1

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


This report was approved by the board on 12 April 2024 and signed on its behalf.



J Pinl
Director

Page 2

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The director presents his report and the financial statements for the year ended 31 December 2022.

Director

The director who served during the year was:

J Pinl 

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group will continue in business.

The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £6,435,310 (2021 - loss £3,263,600).

The director does not propose a final dividend.

Future developments

The Group will continue to design and supply technology-led defensive solutions to existing customers and will seek to widen offerings to new markets and customer groups.

Research and development activities

Investment in research and development is ongoing to improve existing product offerings, and to develop new and unique products and solutions. 

Page 3

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Going concern

The Group and the Company shows net liabilities at the reporting date of £6,717,281 and £5,518,731 respectively. The Group and the Company have received formal confirmation from the parent company, MARSS Holding SARL, that the Group and the Company will receive the financial support that they require in order to meet their liabilities as they fall due. Based on this assurance, the director considers it appropriate to prepare the financial statements on a going concern basis.

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he 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 and the Group's auditors are aware of that information.

Post balance sheet events

Subsequent to the reporting date, the Group's external loan facility matured in 2023 and was renewed for a further 12 months as disclosed in note 17 to the financial statements. 

Auditors

The auditorsNyman Libson Paul LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 12 April 2024 and signed on its behalf.
 





J Pinl
Director

Page 4

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARINE & REMOTE SENSING SOLUTIONS LIMITED
 

Opinion


We have audited the financial statements of Marine & Remote Sensing Solutions Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's loss 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 Group 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's 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 or the 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 director with respect to going concern are described in the relevant sections of this report.


Page 5

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARINE & REMOTE SENSING SOLUTIONS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is 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 Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARINE & REMOTE SENSING SOLUTIONS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Group's and 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARINE & REMOTE SENSING SOLUTIONS LIMITED (CONTINUED)


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 an Auditors' 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 Group 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance;
• results of our enquiries of management about their own identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the Company and Group’s documentation of their policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to timing of revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company and Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.
In addition, we considered other laws and regulations that could have an effect on the Company and Group and result in the imposition of financial or other penalties and litigation. 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. These limited procedures did not identify actual or suspected non-compliance.
All matters in relation to non-compliance with laws and regulations and potential fraud risks were communicated to all members of the engagement team and we remained alert to any indications of non-compliance throughout the audit.

 
Page 8

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARINE & REMOTE SENSING SOLUTIONS LIMITED (CONTINUED)


Our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management concerning actual and potential litigation and claims;
• assessing the appropriateness and where appropriate with third parties concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance and correspondence with HMRC;
• in addressing the risk of fraud through management override of controls, reviewing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.


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 Auditors' Report.


Page 9

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARINE & REMOTE SENSING SOLUTIONS 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 Auditors' 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.





Paul Taiano (Senior Statutory Auditor)
  
for and on behalf of
Nyman Libson Paul LLP
 
Chartered Accountants
Statutory Auditors
  
124 Finchley Road
London
NW3 5JS

12 April 2024
Page 10

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 4 
8,553,638
32,414,272

Cost of sales
  
(9,104,666)
(29,129,447)

Gross (loss)/profit
  
(551,028)
3,284,825

Administrative expenses
  
(8,075,156)
(6,744,845)

Other operating income
 5 
2,253,265
-

Operating loss
 6 
(6,372,919)
(3,460,020)

Interest payable and similar expenses
 9 
(267,455)
-

Loss before taxation
  
(6,640,374)
(3,460,020)

Tax on loss
 10 
205,064
196,420

Loss for the financial year
  
(6,435,310)
(3,263,600)

  

Currency translation differences
  
(4,211)
(26,525)

Other comprehensive income for the year
  
(4,211)
(26,525)

Total comprehensive income for the year
  
(6,439,521)
(3,290,125)

  

The notes on pages 18 to 34 form part of these financial statements.

Page 11

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
REGISTERED NUMBER: 04773266

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2022
2021
2021
Note
£
£
£
£

Fixed assets
  

Intangible assets
 11 
570,020
-

Tangible assets
 12 
172,628
132,401

  
742,648
132,401

Current assets
  

Stocks
 14 
7,993,944
7,410,501

Debtors: amounts falling due within one year
 15 
12,342,264
20,046,787

Cash at bank and in hand
 16 
775,843
3,524,434

  
21,112,051
30,981,722

Creditors: amounts falling due within one year
 17 
(28,570,421)
(31,390,324)

Net current liabilities
  
 
 
(7,458,370)
 
 
(408,602)

Net liabilities
  
(6,715,722)
(276,201)


Capital and reserves
  

Called up share capital 
 18 
28,334
28,334

Share premium account
 19 
1,081,817
1,081,817

Foreign exchange reserve
 19 
(30,736)
(26,525)

Profit and loss account
 19 
(7,795,137)
(1,359,827)

  
(6,715,722)
(276,201)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 April 2024.




J Pinl
Director

The notes on pages 18 to 34 form part of these financial statements.

Page 12

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
REGISTERED NUMBER: 04773266

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2022
2021
2021
Note
£
£
£
£

Fixed assets
  

Intangible assets
 11 
570,020
-

Tangible assets
 12 
56,021
60,011

Investments
 13 
1,324,049
1,324,049

  
1,950,090
1,384,060

Current assets
  

Stocks
 14 
7,993,944
7,410,501

Debtors: amounts falling due within one year
 15 
11,663,281
19,897,980

Cash at bank and in hand
 16 
518,664
3,356,412

  
20,175,889
30,664,893

Creditors: amounts falling due within one year
 17 
(27,644,710)
(31,032,344)

Net current liabilities
  
 
 
(7,468,821)
 
 
(367,451)

  

Net (liabilities)/assets
  
(5,518,731)
1,016,609


Capital and reserves
  

Called up share capital 
 18 
28,334
28,334

Share premium account
 19 
1,081,817
1,081,817

Profit and loss account brought forward
  
(93,542)
1,903,773

Loss for the year
  
(6,535,340)
(1,997,315)

Profit and loss account carried forward
  
(6,628,882)
(93,542)

  
(5,518,731)
1,016,609


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 April 2024.




J Pinl
Director

The notes on pages 18 to 34 form part of these financial statements.

Page 13

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


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

£
£
£
£
£


At 1 January 2021
28,334
1,081,817
-
1,903,773
3,013,924


Comprehensive income for the year

Loss for the year
-
-
-
(3,263,600)
(3,263,600)

Currency translation differences
-
-
(26,525)
-
(26,525)
Total comprehensive income for the year
-
-
(26,525)
(3,263,600)
(3,290,125)



At 1 January 2022
28,334
1,081,817
(26,525)
(1,359,827)
(276,201)


Comprehensive income for the year

Loss for the year
-
-
-
(6,435,310)
(6,435,310)

Currency translation differences
-
-
(4,211)
-
(4,211)
Total comprehensive income for the year
-
-
(4,211)
(6,435,310)
(6,439,521)


At 31 December 2022
28,334
1,081,817
(30,736)
(7,795,137)
(6,715,722)


The notes on pages 18 to 34 form part of these financial statements.

Page 14

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


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

£
£
£
£


At 1 January 2021
28,334
1,081,817
1,903,773
3,013,924


Comprehensive income for the year

Loss for the year
-
-
(1,997,315)
(1,997,315)
Total comprehensive income for the year
-
-
(1,997,315)
(1,997,315)



At 1 January 2022
28,334
1,081,817
(93,542)
1,016,609


Comprehensive income for the year

Loss for the year
-
-
(6,535,340)
(6,535,340)
Total comprehensive income for the year
-
-
(6,535,340)
(6,535,340)


At 31 December 2022
28,334
1,081,817
(6,628,882)
(5,518,731)


The notes on pages 18 to 34 form part of these financial statements.

Page 15

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

Loss for the financial year
(6,435,310)
(3,263,600)

Adjustments for:

Depreciation of tangible assets
36,283
11,182

Interest paid
267,455
-

Taxation charge
(205,064)
(196,420)

Increase in stocks
(583,443)
(7,410,501)

Decrease/(increase) in debtors
9,117,646
(7,801,312)

(Increase)/decrease in amounts owed by group undertakings
(1,439,814)
-

(Decrease)/increase in creditors
(3,757,219)
18,793,679

(Decrease)/increase in amounts owed to group undertakings
(3,485,574)
3,561,038

Corporation tax paid
(20,290)
(620,306)

Currency translation differences
(4,211)
(26,525)

Net cash generated from operating activities

(6,509,541)
3,047,235


Cash flows from investing activities

Purchase of intangible fixed assets
(570,020)
-

Purchase of tangible fixed assets
(76,510)
(83,397)

Net cash from investing activities

(646,530)
(83,397)

Cash flows from financing activities

Other new loans
4,407,480
-

Net cash used in financing activities
4,407,480
-

Net (decrease)/increase in cash and cash equivalents
(2,748,591)
2,963,838

Cash and cash equivalents at beginning of year
3,524,434
560,596

Cash and cash equivalents at the end of year
775,843
3,524,434


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
775,843
3,524,434

775,843
3,524,434


The notes on pages 18 to 34 form part of these financial statements.

Page 16

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2022




At 1 January 2022
Cash flows
At 31 December 2022
£

£

£

Cash at bank and in hand

3,524,434

(2,748,591)

775,843

Debt due within 1 year

-

(4,407,480)

(4,407,480)


3,524,434
(7,156,071)
(3,631,637)

The notes on pages 18 to 34 form part of these financial statements.

Page 17

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Marine & Remote Sensing Solutions Limited is a private company limited by shares and registered in England and Wales. The address of its registered office is 8th Floor, 1 Southampton Street, London, WC2R 0LR.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 
2.3

Going concern

The Group and the Company meets their day to day working capital requirements through the utilisation of its own funds, loans from third parties and from fellow group members.
Existing funding facilities, forecasts and projections indicate that the Group and the Company has adequate resources to continue with some level of activity from a minimal to full levels.
The Group and the Company shows net liabilities at the reporting date of £6,715,722 and £5,518,731 respectively. The Group and the Company have received formal confirmation from the parent company, MARSS Holding SARL, that the Group and the Company will receive the financial support that they require in order to meet their liabilities as they fall due. Based on this assurance, the director considers it appropriate to prepare the financial statements on a going concern basis.

Page 18

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Project revenue
Project revenue represents amounts receivable for work carried out in the supply of marine and land solutions for saving life and asset protection. Revenue is recognised over the period of the project on a percentage of completion basis and in accordance with the underlying contract. The percentage of completion basis compares the proportion of project costs incurred to total estimated costs and recognises the same proportion of income in relation to the total contract value.
Maintenance and support revenue
Maintenance and support revenue represents amounts receivable in respect of maintenance and support contracts following the supply of marine and land solutions for saving life and asset protection. Revenue is recognised in accordance with the provision of services under the terms of underlying contract.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives. No amortisation has been charged in the current period as the development remains ongoing at the reporting date.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 19

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

Taxation

Tax is recognised in profit or loss and the current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 20

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Leasehold improvements
-
over 3 to 5 years
Plant and machinery
-
over 7 years
Office equipment
-
over 3 years
Computer equipment
-
over 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Other fixed assets are under the course of construction and accordingly, are not depreciated. 

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

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

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

 
2.16

Creditors

Short-term creditors are measured at the transaction price.

Page 21

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, 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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

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.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Page 22

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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 instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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 reporting 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.
Tangible assets
Tangible assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the assets' lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account.
Project revenue
Project revenue is recognised over the period of the contract. The stage of completion is determined with reference to core costs of the project which are reviewed regularly by management at each stage of completion and may vary due to unexpected requirements necessary to fulfil the Group's contractual obligations.
Accruals
The Group makes an estimate of accruals at the year end based on invoices received after the reporting date and work undertaken which has not been invoiced based on quotations or estimates of amounts that maybe due for payment.

Page 23

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Turnover

An analysis of turnover by class of business is as follows:


2022
2021
£
£

Project revenue
8,332,868
32,397,020

Maintenance and support revenue
214,946
-

Miscellaneous revenue
5,824
17,252

8,553,638
32,414,272


Analysis of turnover by country of destination:

2022
2021
£
£

Rest of the world
8,553,638
32,414,272

8,553,638
32,414,272



5.


Other operating income

2022
2021
£
£

Other operating income
2,253,265
-

2,253,265
-



6.


Operating loss

The operating loss is stated after charging:

2022
2021
£
£

Research & development charged as an expense
116,861
114,252

Exchange differences
(305,987)
(279,671)

Page 24

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

7.


Auditors' remuneration

2022
2021
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
26,510
19,150


8.


Employees

Staff costs were as follows:


The average monthly number of employees, including the director, during the year was as follows:



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Employees
46
25
8
4

Key management compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. 
During the year, the compensation paid or payable to key management personnel of the Group was £866,726 (2021: £614,254).
Key management personnel of the Group comprise the director and members of senior management.


9.


Interest payable and similar expenses

2022
2021
£
£


Other loan interest payable
259,075
-

Group interest payable
8,380
-

267,455
-

Page 25

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
(178,302)
(380,551)

Adjustments in respect of previous periods
(45,051)
-


Double taxation relief
250,044
(312,506)

Foreign tax


Foreign tax on income for the year
150,401
167,684

Foreign tax in respect of prior periods
(382,156)
328,953

Total current tax
(205,064)
(196,420)

Deferred tax


Origination and reversal of timing differences
-
-

Total deferred tax
-
-


Taxation on loss on ordinary activities
(205,064)
(196,420)
Page 26

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Loss on ordinary activities before tax
(6,640,374)
(3,460,020)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(1,261,671)
(657,404)

Effects of:


Expenses not deductible for tax purposes
73,868
1,007

Capital allowances for year in excess of depreciation
292
329

Overseas taxes
102,819
152,272

Adjustments to tax charge in respect of prior periods
(177,163)
-

Impact of research and development tax credit
(123,753)
-

Unrelieved tax losses carried forward
1,180,544
66,782

Unrelieved loss on foreign subsidiaries
-
240,594

Total tax charge for the year
(205,064)
(196,420)


Factors that may affect future tax charges

The Group has corporation tax losses of £6,213,390 (2021: £351,483) carried forward available to utilise against future profits. 
From 1 April 2023, the main rate of corporation tax was increased to 25%. 
The Group therefore would have a deferred tax asset of £1,553,348 (2021: £87,871) if the corporation tax losses were realised at the main rate of corporation tax of 25% from 1 April 2023.
However, future profits to utilise the corporation tax losses against are not yet certain and no deferred tax asset has been recongised in the financial statements.

Page 27

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Intangible assets

Group and Company





Development expenditure

£



Cost


Additions
570,020



At 31 December 2022

570,020






Net book value



At 31 December 2022
570,020



At 31 December 2021
-



Page 28

 


 
MARINE & REMOTE SENSING SOLUTIONS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022


12.


Tangible fixed assets


Group







Leasehold improvements
Plant and machinery
Office equipment
Computer equipment
Other fixed assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2022
3,523
61,654
35,357
-
44,517
145,051


Additions
-
-
12,136
39,444
24,930
76,510



At 31 December 2022

3,523
61,654
47,493
39,444
69,447
221,561



Depreciation


At 1 January 2022
352
10,280
2,018
-
-
12,650


Charge for the year on owned assets
705
8,812
16,014
10,752
-
36,283



At 31 December 2022

1,057
19,092
18,032
10,752
-
48,933



Net book value



At 31 December 2022
2,466
42,562
29,461
28,692
69,447
172,628



At 31 December 2021
3,171
51,374
33,339
-
44,517
132,401

Page 29

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

           12.Tangible fixed assets (continued)


Company






Leasehold improvements
Plant and machinery
Office equipment
Computer equipment
Total

£
£
£
£
£

Cost or valuation


At 1 January 2022
3,523
61,654
6,559
-
71,736


Additions
-
-
-
8,167
8,167



At 31 December 2022

3,523
61,654
6,559
8,167
79,903



Depreciation


At 1 January 2022
352
10,280
1,093
-
11,725


Charge for the year on owned assets
705
8,812
2,186
454
12,157



At 31 December 2022

1,057
19,092
3,279
454
23,882



Net book value



At 31 December 2022
2,466
42,562
3,280
7,713
56,021



At 31 December 2021
3,171
51,374
5,466
-
60,011






Page 30

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2022
1,324,049



At 31 December 2022
1,324,049





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Marine & Remote Sensing Solutions for Electronics Maintenance LLC
P.O. Box 12536, Riyadh, Postal Code 12354, Kingdom of Saudi Arabia
Ordinary
100%


14.


Stocks

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Work in progress
7,993,944
7,410,501
7,993,944
7,410,501

7,993,944
7,410,501
7,993,944
7,410,501


Page 31

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Debtors

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Trade debtors
4,708,976
6,064,258
4,391,877
6,064,258

Amounts owed by group undertakings
1,439,814
-
1,571,767
-

Other debtors
1,067,011
2,646,949
851,227
2,597,410

Prepayments and accrued income
5,126,463
11,335,580
4,848,410
11,236,312

12,342,264
20,046,787
11,663,281
19,897,980



16.


Cash and cash equivalents

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Cash at bank and in hand
775,843
3,524,434
518,664
3,356,412

775,843
3,524,434
518,664
3,356,412



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Other loans
4,407,480
-
-
-

Trade creditors
10,220,088
16,178,939
10,066,314
16,107,042

Amounts owed to group undertakings
4,958,399
8,443,973
9,760,952
8,469,147

Corporation tax
326,843
578,888
289,548
578,888

Other taxation and social security
24,186
-
-
-

Accruals and deferred income
8,633,425
6,188,524
7,527,896
5,877,267

28,570,421
31,390,324
27,644,710
31,032,344


The loan is secured by a personal guarantee from one of the Group's connected parties and corporate guarantees from the Company and a fellow group undertaking. The loan accrues interest at 2% per month and is payable on maturity. The loan matures annually at which point the loan would be either due for repayment in full or renewed for a further year. The loan matured in 2023 and the loan principal was renewed for a further year and the annual interest paid in full on renewal. 

Page 32

 
MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

18.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



28,334 (2021 - 28,334) Ordinary shares of £1.00 each
28,334
28,334



19.


Reserves

Share premium account

The share premium account comprises any premiums received on the issue of share capital.

Foreign exchange reserve

The foreign exchange reserve comprises the exchange differences arising on translating the net assets and the results for the year of the subsidiary where the results are reported in a differing functional and presentional currency. The exchange differences are recognised in other comprehensive income and accumulated in the foreign exchange reserve.


20.


Pension commitments

At the reporting date, there was an amount of £nil (2021: £nil) outstanding in respect of pension contributions payable by the Group and Company. 
Contributions payable by the Group and Company during the year were £16,090 (2021: £3,916).


21.


Related party transactions

During the year, a fellow subsidiary company reversed the charge for licensing fees of £nil (2021: £50,000), which is included in cost of sales, and recharged costs to the Group and Company of £1,493,005 (2021: £11,645,841) which is included in cost of sales and £761,225 (2021: £738,400) which is included within administrative expenses.
During the year, the Group and Company recharged costs to the fellow subsidiary of £2,253,265 (2021: £nil) which is included in other operating income. 
At the reporting date, the Group was owed £1,439,814 (2021: owed £8,443,973 to) by a fellow subsidiary companty and the Company was owed £1,571,767 (2021: owed £8,469,147 to) by the fellow subsidiary company and these amounts are included within amounts owed by group undertakings. This amount is unsecured, interest free and repayable on demand.
At the reporting date, the Group and Company owed £4,958,399 (2021: £nil) to its ultimate parent undertaking and this amount is included within amounts owed to group undertakings. The liability is unsecured and repayable on demand. Interest is charged at 1% and the interest charged in the year amounted to £8,380 (2021: £nil). 

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MARINE & REMOTE SENSING SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

22.


Post balance sheet events

Subsequent to the reporting date, the Group's external loan facility matured in 2023 and was renewed for a further 12 months as disclosed in note 17 to the financial statements. 
This is considered to be a non-adjusting subsequent event as the conditions arose following the reporting date and accordingly, the financial statements for the year ended 31 December 2022 have not been adjusted to reflect its impact.


23.


Controlling party

The Group's immediate and ultimate parent undertaking is MARSS Holdings SARL, a company incorporated in Luxembourg. 
The ultimate controlling party is J Pinl. 

 
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