Company registration number SC577920 (Scotland)
VULCAN COMPLETION PRODUCTS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
VULCAN COMPLETION PRODUCTS UK LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 13
VULCAN COMPLETION PRODUCTS UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
(Restated)
Notes
£
£
£
£
Fixed assets
Intangible assets
4
503,242
527,819
Tangible assets
5
21,418
23,110
524,660
550,929
Current assets
Stocks
6
952,487
550,412
Debtors
7
636,581
451,156
Cash at bank and in hand
1,620,693
98,879
3,209,761
1,100,447
Creditors: amounts falling due within one year
8
(327,305)
(224,973)
Net current assets
2,882,456
875,474
Total assets less current liabilities
3,407,116
1,426,403
Creditors: amounts falling due after more than one year
9
(2,040,333)
(2,326,824)
Net assets/(liabilities)
1,366,783
(900,421)
Capital and reserves
Called up share capital
11
192
100
Capital contribution reserve
2,684,686
Profit and loss reserves
(1,318,095)
(900,521)
Total equity
1,366,783
(900,421)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 22 December 2023 and are signed on its behalf by:
I A Kirk
Director
Company Registration No. SC577920
VULCAN COMPLETION PRODUCTS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2021
100
(1,049,982)
(1,049,882)
Year ended 31 December 2021:
Profit and total comprehensive income for the year (Restated)
-
-
149,461
149,461
Balance at 31 December 2021 (Restated)
100
(900,521)
(900,421)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(417,574)
(417,574)
Capital contribution
-
2,684,686
2,684,686
Issue of share capital
92
-
-
92
Balance at 31 December 2022
192
2,684,686
(1,318,095)
1,366,783
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
1
Accounting policies
Company information
Vulcan Completion Products UK Limited is a private company limited by shares incorporated in Scotland. The registered office is 5-9 Bon Accord Crescent, Aberdeen, United Kingdom, AB11 6DN.
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in GBP which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Turnover
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.
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the company has transferred the significant risks and rewards of ownership to the buyer;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transactions;
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.3
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
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.
Research and development
Research expenditure is written off as incurred. Development expenditure is also written off, except where the director is satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the company is expected to benefit. This period is between three and five years. Provision is made for any impairment.
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives. Intangible assets under construction are not amortised.
Trademarks, patents and licenses and development costs are amortised on the following bases:
Trademarks, patents and licences
10 - 25 years straight line
Development costs
3 - 5 years straight line
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any 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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
1-3 years straight line
Fixtures and fittings
5 years straight line
Office equipment
2-3 years straight line
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 credited or charged to profit or loss.
1.5
Impairment of fixed assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the statement of Income and Retained Earnings as descried below
At each reporting period end date, the company 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.
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.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
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.
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.8
Financial instruments
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial 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, using the effective interest rate method.
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.
1.9
Equity instruments
Equity instruments issued by the company 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 company.
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those which they are included in the company's financial statements. Deferred tax in provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely that not to be recovered based on current or future taxable profit.
1.11
Employee benefits
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.
1.12
Foreign exchange
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.
Exchange differences are recognised in the Profit and Loss in the period in which they arise.
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’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 critical judgements that the directors have made in the process of applying the company's policies that have the most significant effect on the amounts recognised in the statutory financial statements are:
Assessing indicators of impairment
In assessing whether there have been indicators of impairment of assets, including intangible assets, the directors have considered both external and internal sources of information such as market conditions and experience of recoverability.
Where an indication of impairment does exist, the directors will carry out an impairment review to determine the recoverable amount, which is the value in use. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the asset or the cash generating unit and a suitable discount rate in order to calculate present value.
Carrying value of stocks
The company considers the recoverability of the cost of stock and associated provisioning required. While calculating any required inventory provision, management considers the nature and condition of inventory, as well as applying assumptions around the anticipated saleability of finished goods and future usage of raw materials. See note 6 for the net carrying value of stock.
Deferred tax asset recoverability
Recognition of deferred tax assets for trading losses in dependent on forecasts for future taxable profits. Estimation is required in both profits arising from trading activity as well as financing costs. Details of deferred tax assets recognised at the year end are disclosed in note 10.
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
10
8
4
Intangible fixed assets
Trademarks, patents and licences
Development costs
Software under construction
Total
£
£
£
£
Cost
At 1 January 2022
202,180
640,339
842,519
Additions
65,058
15,746
33,256
114,060
At 31 December 2022
267,238
656,085
33,256
956,579
Amortisation and impairment
At 1 January 2022
8,826
305,874
314,700
Amortisation charged for the year
9,508
129,129
138,637
At 31 December 2022
18,334
435,003
453,337
Carrying amount
At 31 December 2022
248,904
221,082
33,256
503,242
At 31 December 2021
193,354
334,465
527,819
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
5
Tangible fixed assets
Plant and machinery
Fixtures and fittings
Office equipment
Total
£
£
£
£
Cost
At 1 January 2022
15,309
9,605
43,813
68,727
Additions
2,778
9,460
12,238
At 31 December 2022
15,309
12,383
53,273
80,965
Depreciation and impairment
At 1 January 2022
12,457
5,981
27,179
45,617
Depreciation charged in the year
2,852
2,003
9,075
13,930
At 31 December 2022
15,309
7,984
36,254
59,547
Carrying amount
At 31 December 2022
4,399
17,019
21,418
At 31 December 2021
2,852
3,624
16,634
23,110
6
Stocks
2022
2021
£
£
Raw materials
123,647
110,522
Finished goods
828,840
439,890
952,487
550,412
7
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
154,214
116,246
Corporation tax recoverable
47,781
Other debtors
149,379
94,363
Prepayments and accrued income
84,605
20,186
388,198
278,576
2022
2021
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 10)
248,383
172,580
Total debtors
636,581
451,156
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
8
Creditors: amounts falling due within one year
2022
2021
£
£
Bank loans
10,000
10,000
Trade creditors
149,840
153,170
Taxation and social security
21,984
6,164
Other creditors
145,481
55,639
327,305
224,973
Bank loans and overdrafts represent a Bounce Back Loan ("BBL"). Repayments commenced on 28 June 2021, with an interest rate of 2.5% per annum. The initial 12 months interest is payable by the UK government. The BBL is underpinned by a guarantee from the UK Government to the lender but the company remains liable for the repayment of the BBL in full.
9
Creditors: amounts falling due after more than one year
2022
2021
£
£
Bank loans and overdrafts
24,167
34,167
Loans from Directors
2,016,166
2,292,657
2,040,333
2,326,824
Bank loans and overdrafts represent the balance of the BBL falling due after more than one year.
Loans from Directors relate to a balance due to the director, Ian Kirk, of £2,500,000. Initial repayment of £200,000 will commence no later than 31 December 2024, followed by twelve quarterly instalments of £191,750 commencing on the 30th of June 2025. Furthermore, as repayments will commence from 31 December 2024, it is considered appropriate to classify this balance as due in more than one year.
In line with FRS 102, section 11, this loan has been displayed in the financial statements at the present value of future payments, discounted at an appropriate market rate of interest of 6%. This has resulted in an additional capital contribution being recognised of £503,054 being recognised in equity.
Finance costs in the year relate to interest recognised on this loan, totaling £19,220.
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
10
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2022
2021
Balances:
£
£
Fixed asset timing differences
(55,298)
(86,082)
Tax losses
297,160
254,507
Short term timing differences
6,521
4,155
248,383
172,580
2022
Movements in the year:
£
Asset at 1 January 2022
172,580
Credit to profit or loss
75,803
Asset at 31 December 2022
248,383
The deferred tax asset set out above relates to the utilisation of tax losses against future expected profits of the same period.
In addition to the deferred tax asset above, the company has additional unrecognised gross tax losses of £1,793,264.
11
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
192
100
192
100
Share based payments:
During 2020 the company introduced a share option scheme for certain employees, which provides for these employees to exercise share options in the future if certain conditions are met. The exercise of these equity settled options crystalised in 2022, as a result of the company being acquired by Sawafi Vulcan Newco Limited. 92 additional shares were issued to these employees, all of which were subsequently acquired by Sawafi Vulcan Newco Limited on 1 November 2022. Sawafi Vulcan Newco Limited holds a 100% shareholding in Vulcan Completion Products UK Limited at the balance sheet date.
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
12
Audit report information
The prior year financial statement were not subject to audit and are intended to be read only in relation to the amounts and other disclosures relating to the current year.
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report was unqualified.
Senior Statutory Auditor:
Angus Cowie
Statutory Auditor:
Azets Audit Services
13
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
Within one year
44,171
52,500
Between two and five years
21,815
65,833
65,986
118,333
14
Events after the reporting date
Post year end, Vulcan Completion Products UK Limited received additional capital contributions from Sawafi Al-Jazeera Oilfield Products and Services Company Limited of $100,000 in August 2023 and $400,000 in September 2023.
15
Parent company
The immediate parent undertaking is Sawafi Vulcan Newco Limited, a company incorporated in the United Kingdom.
The ultimate parent undertaking and controlling party is Khalid Ali Alturki & Sons Holding Company, a company incorporated in the Kingdom of Saudi Arabia.
VULCAN COMPLETION PRODUCTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
16
Prior period adjustment
Reconciliation of changes in equity
1 January
31 December
2021
2021
£
£
Adjustments to prior year
Revenue incorrectly recognised in 2021
-
(19,231)
Equity as previously reported
(1,049,882)
(881,190)
Equity as adjusted
(1,049,882)
(900,421)
Analysis of the effect upon equity
Profit and loss reserves
-
(19,231)
Reconciliation of changes in profit for the previous financial period
2021
£
Adjustments to prior year
Revenue incorrectly recognised in 2021
(19,231)
Profit as previously reported
168,692
Profit as adjusted
149,461
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