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Registered number: 03234351










SEA BUNKERING HOLDING LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023



 
SEA BUNKERING HOLDING LIMITED
 

COMPANY INFORMATION


Director
B J Newton 




Company secretary
S Wheatley



Registered number
03234351



Registered office
Chiltern House
45 Station Road

Henley-on-Thames

Oxfordshire

RG9 1AT




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

Reading Bridge House

George Street

Reading

Berkshire

RG1 8LS





 
SEA BUNKERING HOLDING LIMITED
 

CONTENTS



Page
Strategic report
 
1
Director's report
 
2 - 3
Independent auditors' report
 
4 - 7
Statement of comprehensive income
 
8
Statement of financial position
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 15


 
SEA BUNKERING HOLDING LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal activities
 
The principal activity of the company in the year under review was that of an intermediary holding company. It had no actual business activity and is not expected to change its activities in the foreseeable future.
For a more detailed comment on the group's strategy, please refer to the Strategic report in the financial statements of the ultimate parent company, Geos Group Limited.

 



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



B J Newton
Director

Date: 17 September 2024

Page 1

 
SEA BUNKERING HOLDING LIMITED
 

 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Director's responsibilities statement

The director is responsible for preparing the Strategic report, the Director's report and the 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 of the profit or loss of the Company for that period.

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


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

make judgments 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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results

The profit for the year, after taxation, amounted to £327,487 (2022 - £399,837).

Director

The director who served during the year was:

B J Newton 

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'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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Page 2

 
SEA BUNKERING HOLDING LIMITED
 

 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditors

The auditorsJames Cowper Kreston Auditwill 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.
 





B J Newton
Director

Date: 17 September 2024

Page 3

 
SEA BUNKERING HOLDING LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEA BUNKERING HOLDING LIMITED
 

Opinion


We have audited the financial statements of Sea Bunkering Holding Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the 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 Company's affairs as at 31 December 2023 and of its profit for the year then ended;

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

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



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:


the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.



Other information


The director is responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
 
Page 4

 
SEA BUNKERING HOLDING LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEA BUNKERING HOLDING LIMITED (CONTINUED)




In connection with our audit of the financial statementsour responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

certain disclosures of director's remuneration specified by law are not made; or

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


Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement on page 2, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
SEA BUNKERING HOLDING LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEA BUNKERING HOLDING 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 financial statements.
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.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
 
Enquiry of management, those charged with governance around actual and potential litigation and claims;  
Enquiry of management to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


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 6

 
SEA BUNKERING HOLDING LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEA BUNKERING HOLDING 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.





Alan Poole BA (Hons) FCA (Senior statutory auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
Reading Bridge House
George Street
Reading
Berkshire
RG1 8LS

18 September 2024
Page 7

 
SEA BUNKERING HOLDING LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Administrative expenses
  
(3,850)
-

Operating (loss)/profit
  
(3,850)
-

Income from fixed assets investments
  
331,337
399,837

Profit before tax
  
327,487
399,837

Profit for the financial year
  
327,487
399,837

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 11 to 15 form part of these financial statements.

Page 8

 
SEA BUNKERING HOLDING LIMITED
REGISTERED NUMBER: 03234351

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 7 
50,292
50,292

  
50,292
50,292

Current assets
  

Debtors: amounts falling due within one year
 8 
829,834
833,684

  
829,834
833,684

Creditors: amounts falling due within one year
 9 
(202)
(202)

Net current assets
  
 
 
829,632
 
 
833,482

Total assets less current liabilities
  
879,924
883,774

  

Net assets
  
879,924
883,774


Capital and reserves
  

Called up share capital 
 11 
83,150
83,150

Profit and loss account
 12 
796,774
800,624

  
879,924
883,774


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


B J Newton
Director

Date: 17 September 2024

The notes on pages 11 to 15 form part of these financial statements.

Page 9

 
SEA BUNKERING HOLDING LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
83,150
800,624
883,774


Comprehensive income for the year

Profit for the year
-
399,837
399,837


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
399,837
399,837


Contributions by and distributions to owners

Dividends: Equity capital
-
(399,837)
(399,837)


Total transactions with owners
-
(399,837)
(399,837)



At 1 January 2023
83,150
800,624
883,774


Comprehensive income for the year

Profit for the year
-
327,487
327,487


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
327,487
327,487


Contributions by and distributions to owners

Dividends: Equity capital
-
(331,337)
(331,337)


Total transactions with owners
-
(331,337)
(331,337)


At 31 December 2023
83,150
796,774
879,924


The notes on pages 11 to 15 form part of these financial statements.

Page 10

 
SEA BUNKERING HOLDING LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Sea Bunkering Holding Limited is a limited liability company incorporated in the United Kingdom. Its registered office and principal place of business is Chiltern House, 45 Station Road, Henley-on-Thames, Oxfordshire, RG9 1AT. 

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Geos Group Limited as at 31 December 2023 and these financial statements may be obtained from Chiltern House, 45 Station Road, Henley-on-Thames, Oxfordshire, RG9 1AT.

 
2.3

Going concern

The director believes that the company has adequate resources to continue operations for the foreseeable future being a period of not less than twelve months from the date of signing the financial statements. Accordingly, he continues to adopt the going concern basis in preparing the financial statements.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.6

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 11

 
SEA BUNKERING HOLDING LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
There are no critical judgments and estimates that management has been required to make in the process of applying accounting policies disclosed herein and that a significant effect on the amounts recognised in the financial statements.


4.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
3,500
3,300

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
575
550


5.


Income from investments

2023
2022
£
£





Dividends received from subsidiary
331,337
399,837

331,337
399,837



6.


Dividends

2023
2022
£
£


Dividends paid on equity capital
331,337
399,837

331,337
399,837

Page 12

 
SEA BUNKERING HOLDING LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
50,292



At 31 December 2023
50,292






Net book value



At 31 December 2023
50,292



At 31 December 2022
50,292


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Sea Bunkering Limited
Marine fuel distribution
Ordinary
100%
Sea Tankers Limited
Dormant
Ordinary
100%
Refinery Direct Limited
Dormant
Ordinary
100%
Maren Limited
Dormant
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Sea Bunkering Limited
12,962,267
2,138,090

Sea Tankers Limited
2
-

Refinery Direct Limited
100
-

Maren Limited
100
-




8.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
829,834
833,684
Page 13

 
SEA BUNKERING HOLDING LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.Debtors (continued)


829,834
833,684



9.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
202
202

202
202



10.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets that are debt instruments measured at amortised cost
829,834
833,684


Financial liabilities


Financial liabilities measured at amortised cost
(202)
(202)


Financial assets measured at amortised cost comprise amounts owed by group undertakings.


11.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



83,150 (2022 - 83,150) Ordinary shares of £1 each
83,150
83,150



12.


Reserves

Profit and loss account

Includes all current and prior retained profits and losses.

Page 14

 
SEA BUNKERING HOLDING LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.Other financial commitments

Guarantees
Sea Bunkering Holdings Limited has a composite company limited multilateral guarantee provided to HSBC UK Bank plc in respect of the financing facility in Sea Bunkering Limited.


14.


Controlling party

As at 31 December 2023 the parent undertaking is Geos Group Limited, a company registered in England & Wales by virtue of its 100% shareholding in company. Copies of the group financial statements of Geos Group Limited are available from Chiltern House, 45 Station Road, Henley-on-Thames, Oxfordshire, RG9 1AT.
The ultimate controlling party is Barry J Newton, by virtue of his controlling shareholding in the parent undertaking.
Under s401 CA 2006, the Company is exempt from preparing group accounts as all its subsidiaries are included in the consolidated accounts of Geos Group Limited.

Page 15