Registered number:
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
COMPANY INFORMATION
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NRS OCEAN LOGISTICS LTD.
CONTENTS
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NRS OCEAN LOGISTICS LTD.
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Introduction
The directors, in preparing this strategic report, have complied with s414C of the Companies Act 2006. Business review During the fiscal year 2022-2023, the disruptions faced by shipping companies from the impact of COVID-19 have diminished, resulting in a substantial reduction in ship fares. Consequently, our income experienced a significant decline. However, through strategic identification of operations with high demurrage income potential and targeted sales efforts, we managed to surpass our income budget. In 2023, NRS Group successfully established a warehouse in Kumamoto, Japan, and has plans to construct another warehouse in Arizona, USA in 2024, primarily dedicated to handling semiconductor raw materials. Our objective is to expand international transportation services utilizing both warehouses as key destinations. Key actions and objectives:
∙Immediately adjust and review our rates to align with our new sales policy.
∙Decrease involvement in volume-based tender businesses with low profitability.
∙Focus on attracting LIB-EV-EMC-EC-DMC business (Semiconductor sector).
∙Target shipments involving high-value commodities.
∙Direct efforts towards small and medium-sized customers with enhanced profitability.
∙Expand lease and tank management business, particularly in specific tanks.
∙Increase focus on Gas tank business.
∙Retain the new customers acquired during the COVID-19 period.
∙Expand business with Japanese companies beyond Japan.
∙Develop our freight forwarding business for all types of packaging within our industry.
∙Enhance operational efficiency and elevate customer satisfaction (New action).
∙Maintain an appropriate inventory of containers based on market demands.
In recent years, the market has witnessed a downward trend in prices due to the entry of numerous international tank container operators. Our commitment lies in retaining customers through improved customer service and maximizing profits by efficiently managing surplus containers. Notably, enhanced customer service has already resulted in increased business with a battery company in the UK. Principal risks and uncertainties Sea Freight Price Volatility As tank operators, we face a comparable scenario, potentially exerting pressure on our profits. Maintaining ongoing communication with our customers, we are actively working to secure and safeguard our profitability. Political Conflict Risk Ongoing political conflicts, such as those involving Russia and Ukraine, the Middle East, and the China-Taiwan issue, pose a threat to the timely operation of ships and the well-being of our employees. The occurrence of inflation related to these conflicts adds an additional layer of uncertainty to our operations. We are closely monitoring these geopolitical situations to mitigate potential impacts. Financial risk management The group’s operations expose the group to a variety of financial risks that include the effects of changes in credit and liquidity risk. The group monitors the risks in order to limit the adverse effects on the financial performance by reviewing levels of finance costs.
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NRS OCEAN LOGISTICS LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Credit risk
The group has implemented policies that require appropriate credit checks on potential customers prior to confirming sales activity. We carefully monitor the financial condition and our exposure to high risk accounts. Foreign exchange risk As a result of our operations, the company is exposed to foreign exchange risk. This risk is managed by matching payments and receipts in the same currency and maintaining bank accounts in different currencies. However, given global economic uncertainty and high inflation and interest rates, we can expect greater than normal currency movement this fiscal year. Financial key performance indicators
∙Revenue Per Shipment vs Cost Per Shipment
NRS Ocean Logistics saw an increase in gross profit per shipment in the first half of the financial year 2022-2023, due to high demand and short supply. During the second half of the year, it has settled to be more in line with historic levels.
∙Net DPP – Revenue of Empty Moves less Cost of Empty Moves
Continued improvements in global fleet management and use of global management information has enabled the fleet management team to keep empty moves to a minimum.
Continuous emphasis has been applied to ensuring that correct DPP (positioning surcharge) has been charged to customers wanting to ship to low export regions. Overall, we have been able to control our Net DPP charge and in some months even generate a profit. Other key performance indicators
∙Fleet Utilisation
As we have moved our sales focus towards profit generating business rather than volume-based business, fleet utilisation declined steadily throughout the year.Therefore, we started with our off-hire programme.
∙Transit Times
One of the biggest challenges we face is accuracy of transit times and efficiency of loading data into our system. We regularly receive depot reports globally which the operation teams use to ensure that the operating system is updated daily. This allows us to ensure that tanks are allocated effectively, and billing is completed accurately.
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NRS OCEAN LOGISTICS LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The Directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its member, and in doing so have regard, amongst other matters, to the:
∙Likely consequences of any decision in the long term
∙Interests of the company's employees
∙Need to foster the company's business relationships with suppliers, customers and others
∙Impact of the company's operations on the community and the environment
∙Desirability of the company maintaining a reputation for high standards of business conduct
∙Need to act fairly as between members of the company
The Directors’ regard to these matters is embedded in their decision-making process, through the Company’s business strategy, culture, governance framework, management information flows and stakeholder engagement processes. The Company’s business strategy is focused on achieving success for the Company in the long-term. In setting this strategy, the Directors take into account the impact of relevant factors and stakeholder interests on the Company’s performance. The Board also identifies principal risks facing the business and sets risk management objectives. The Board promotes a culture of upholding the highest standards of business conduct and regulatory conduct. The Directors ensure these core values are communicated to the Company’s employees and embedded in the Company’s policies and procedures, employee induction and training programmes. The Directors recognise that building strong and lasting relationships with our stakeholders will help us to deliver our strategy in line with our long-term values, and operate a sustainable business. The Directors are supported in the discharge of their duties by:
∙A continuing professional development programme to further their understanding of their duties and obligations under applicable law and regulations
∙Processes which ensure the provision of timely management information and escalation through reporting lines to the Board
∙Agenda planning for Board meetings to provide sufficient time for the consideration and discussion of key matters.
This report was approved by the board and signed on its behalf.
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NRS OCEAN LOGISTICS LTD.
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The directors present their report and the financial statements for the year ended 30 September 2023.
Directors
The directors who served during the year were: J Corblin (resigned 1 October 2023) N Enright (appointed 6 April 2023) A Malik A Morimoto Y Sato M Yamamoto Principal activity The principal activities are the worldwide carriage of liquid cargoes in tank containers. The company are based in the UK with offices in strategic global market locations including France, Holland, USA and Japan. Results and dividends The profit for the year, after taxation, amounted to $10,290,420 (2022 - $14,754,911). On 17 January 2023 the directors declared a dividend of $3,000,000. On 18 October 2023 the directors declared another dividend of $3,000,000. No further dividends were declared during the year or during the previous year.
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements 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 financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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NRS OCEAN LOGISTICS LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The board of directors believes that the company's progress and development will continue throughout the coming year, despite the fact that global economic conditions remain uncertain. Our goal is to continue to improve our operational efficiencies and thrive to provide our clients with a dependable and high-quality service.
Clients
Clients and agencies are at the centre of our business. We are dedicated and focussed on building lasting relationships with current and potential clients, understanding their objectives and requirements. Suppliers We aim to promote fair and transparent dealings, conducting due diligence of suppliers, and ensuring systems are in place to pay in a timely manner. Community and The Environment NRS is against any form of discrimination through our hiring policies and culture, and continues to maintain a diverse mix of staff. Any significant impacts to our local communities are considered and incorporated into key decision making. The corporation has prioritised sustainability and reducing its carbon footprint. We are globally collecting data and monitoring to ensure that we do not exceed our sustainability targets.
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000KWh or lower.
The auditors, Price Bailey LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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NRS OCEAN LOGISTICS LTD.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NRS OCEAN LOGISTICS LTD.
We have audited the financial statements of NRS Ocean Logistics Ltd. (the 'Company') for the year ended 30 September 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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NRS OCEAN LOGISTICS LTD.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NRS OCEAN LOGISTICS LTD. (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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NRS OCEAN LOGISTICS LTD.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NRS OCEAN LOGISTICS LTD. (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates and considered the risk of the Company not complying with the applicable laws and regulations including fraud in particular those that could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting and tax legislation. The risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified as follows:
∙Reviewing legal fees incurred;
∙Agreeing the financial statement disclosures to underlying supporting documentation;
∙Enquiring of management including those responsible for the key regulations and;
∙Reviewing the key accounting policies and estimates
To address the risk of management override of controls, we carried out testing of journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
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.
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NRS OCEAN LOGISTICS LTD.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NRS OCEAN LOGISTICS LTD. (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
24 Old Bond Street
W1S 4AP
Date:
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NRS OCEAN LOGISTICS LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
REGISTERED NUMBER: 01202048
BALANCE SHEET
AS AT 30 SEPTEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 28 form part of these financial statements.
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NRS OCEAN LOGISTICS LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
NRS Ocean Logistics Ltd. is a private company limited by shares incorporated in England, United Kingdom. The address of the registered office is 3rd Floor, 36-38 Botolph Lane, London, England, EC3R 8DE. The nature of the Company's operations and principal activities are the worldwide carriage of liquid cargo in tank containers.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
Operations turnover represents income due to the Company in respect of tank leasing to enable the shipping of goods between destinations, recognised by the ‘depot out date’ of each shipment. The Depot out date is considered to be the date that cargo is loaded onto the ship at a port. Demurrage turnover represents income due to the Company in respect of ongoing jobs, where tanks are being held by the customer after completing the journey to the destination. The customer is invoiced based on the time period that the tank is held and charges are accrued and invoiced on a monthly basis.
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
Associates are held at cost less impairment.
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:
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.
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.
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.
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabillities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Functional and presentation currency
Transactions and balances
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The directors make estimates and assumptions concerning the future based on their knowledge of the business and the markets it operates in. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have the most significant risk of causing a material adjustment to the carrying value or assets and liabilities are addressed below: Fixed Asset Tanks Tanks held within fixed assets have been estimated to have a useful life of 15 years and residual value of $3,000. The carrying amount of fixed asset tanks as at the end of the reporting period is $17,889,256. Job Costing Accruals Estimates regarding the expected costs of jobs completed before the year end. Due to the nature and type of costings across multiple countries judgements and estimates are inherent in assessing the accounting position at the year end. The carrying amount of job costing accruals as at the end of the reporting period is $8,778,679. This accrual is offset with a provision made against a proportion of accruals which are not expected to materialise, based on monthly write backs during the year and post year end. The write back provision totals $2,311,644 at the end of the reporting period. Off-Hire Provisions As detailed within note 18, a provision is included to account for the expected costing committed to before the year end, in relation to off-hire charges which were estimated based on contractual obligations and costings received to date. The carrying amount of the off-hire provision as at the end of the reporting period was $7,050,523. Provision for Bad and Doubtful Debts Included within trade debtors is a provision against bad and doubtful debts. This provision is calculated with consideration for ageing debtors and specific balances that are not expected to be received. The net carrying amount of the trade debtors at the end of the reporting period is $9,228,865, the total provision is $1,180,944.
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Analysis of turnover by country of destination:
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
17.Deferred taxation (continued)
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Share premium account
Foreign exchange reserve
Profit and loss account
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NRS OCEAN LOGISTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The immediate parent company is NRS Corporation, which is incorporated in Japan. The registered office of the Company is 3-7-1 Kanda Nishikicho Chiyoda-ku, Tokyo 101-0054, Japan.
The ultimate controlling party is NRS Holdings, which is incorporated in Japan. The registered office of the Company is 3-7-1 Kanda Nishikicho Chiyoda-ku, Tokyo 101-0054, Japan.
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