REGISTERED NUMBER: |
REPORT OF THE DIRECTOR AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
HEIDMAR UK LIMITED |
REGISTERED NUMBER: |
REPORT OF THE DIRECTOR AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
HEIDMAR UK LIMITED |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 December 2023 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 3 |
Income Statement | 7 |
Balance Sheet | 8 |
Statement of Changes in Equity | 9 |
Notes to the Financial Statements | 10 |
HEIDMAR UK LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 December 2023 |
DIRECTOR: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Certified Accountants |
and Statutory Auditors |
12 Gateway Mews |
Ring Way |
London |
N11 2UT |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 December 2023 |
The director presents his report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the commercial management of the vessels as the international shipping agent for tanker pools within the Heidmar Group. |
DIRECTOR |
DIVIDENDS |
The director does not recommend a final dividend for the year (2022 - £nil). |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Report of the Director 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently; |
- | make judgements 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 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HEIDMAR UK LIMITED |
Opinion |
We have audited the financial statements of Heidmar UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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). |
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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 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. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors 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. |
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HEIDMAR UK LIMITED |
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 Report of the Director. |
We have nothing to report in respect of the following matters where 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; or |
- | the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page two, 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 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 has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HEIDMAR UK LIMITED |
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 a Report of the Auditors 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: |
-The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. |
-We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates. We further considered the risk of acts by the company that could be contrary to the applicable laws and regulations, including fraud. We assessed the extent of compliance with the laws and regulations identified through making enquiries of management and through our commercial knowledge and experience of the shipping industry. |
-We considered the company's compliance with laws and regulations that have a significant impact on the financial statements including, but not limited to United Kingdom Generally Accepted Accounting Practice, Companies Act 2006, and UK tax legislation. |
-We assessed the susceptibility of the company's financial statements to material misstatement due to non-compliance, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
-We addressed the risk of fraud through management bias and override of controls. Our procedures included, but were not limited to, performing analytical procedures to identify any unusual or unexpected relationships and testing journal entries to identify unusual transactions. |
-In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to agreeing financial statement disclosures to underlying supporting documentation and enquiring of management as to actual and potential litigation and claims. |
There are inherent limitations in our audit procedures described above. The more removed the laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
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 Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HEIDMAR UK LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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 Certified Accountants |
and Statutory Auditors |
12 Gateway Mews |
Ring Way |
London |
N11 2UT |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 December 2023 |
31.12.23 | 31.12.22 |
£ | £ |
TURNOVER |
Administrative expenses |
144,909 | 118,957 |
Other operating income |
OPERATING PROFIT |
Interest payable and similar expenses |
PROFIT BEFORE TAXATION |
Tax on profit |
PROFIT FOR THE FINANCIAL YEAR |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
BALANCE SHEET |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
7 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director and authorised for issue on |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2023 |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 December 2023 |
1. | STATUTORY INFORMATION |
Heidmar UK Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The functional currency of the Company is considered to be pound sterling ("£") because that is the currency of the primary economic environment in which the Company operates. |
The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The Company is consolidated in the financial statements of its parent, which may be obtained from Heidmar Inc. Exemptions have been taken in these separate Company financial statements in relation to financial instruments, presentation of a cash flow statement and remuneration of key management personnel. |
Status as an Agent |
The Company is an Agent, managing the vessels as the international shipping agent for its parent, Heidmar Inc. |
Turnover |
Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. |
For the year ended 31 December 2023, turnover represents the fees receivable for the provision of management services to Heidmar Inc. calculated on total overheads at cost plus 9%. The fees are recognised in the period the services have been provided. |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. |
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. |
Financial assets and liabilities |
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. |
Financial assets are limited to short term and financial liabilities are split into short term and long term creditors realised over the usual course of operations. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Transactions in currencies other than sterling are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in currencies other than sterling are translated using the rate of exchange ruling at the balance sheet date and the gains and losses on translation are included in the profit and loss account. |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Going concern |
The financial statements have been prepared in accordance with the going concern basis of accounting. The Company is part of the Heidmar Inc. group and has financial support available to it from its parent and other group companies if required. |
After making enquiries together with the Company's results, financial position and the medium-term plans, the directors have reasonable expectations that the Company has adequate resources to continue its operations for a period of at least twelve months from the date when the financial statements are authorised for issue. The going concern basis for these financial statements has therefore continued to be adopted. |
Impairment of fixed assets |
Assets are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below. |
Non-financial assets |
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. |
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. |
Financial assets |
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. |
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. |
Pensions and other post-retirement benefits |
The Company contributes to a group money purchase pension scheme which is available to all employees. The defined contributions are charged to the profit and loss account in the period to which they relate. |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 December 2023 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The accounting judgements deemed to be significant to the financial statements is summarized below. |
Management consider the application of the Revenue recognition accounting policy as detailed in note 2 to the financial statements to be a critical accounting judgement. The application of FRS 102 and its provisions to the accounting policy requires significant judgement on the timings of when the risks and rewards are transferred so as to recognise revenues. The directors have not identified any key sources of estimation uncertainty in the year. |
4. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Other debtors |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Bank loans and overdrafts |
Trade creditors |
Taxation and social security |
Other creditors |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Bank loans |
8. | RELATED PARTY DISCLOSURES |
The Company's sales are to Heidmar Inc. and amounted to £1,761,108 (2022: £1,406,422) for this year. |
During the year the Company was charged management fees of £19,650 (2022: £15,577) by Heidmar UK Trading Limited, a company under common control. |
The amounts due from group companies at 31 December 2023 are £7,557,415 (2022: £7,479,399). |
The amounts due to group companies at 31 December 2023 are £62,464 (2022: £63,289). |
HEIDMAR UK LIMITED (REGISTERED NUMBER: 02620077) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 December 2023 |
9. | ULTIMATE CONTROLLING PARTY |
The Company is a wholly owned subsidiary of Heidmar Investments LLC formed in the Republic of the Marshall Islands. |
Heidmar Investments LLC is a wholly owned subsidiary of Heidmar Inc., a company incorporated in Liberia and redomiciled in the Republic of the Marshall Islands. |
Heimdar Inc. is equally owned by Rhea Marine Ltd, a company incorporated in the Republic of the Marshall Islands and Maistros Shipinvest Corp., a company incorporated in the Republic of the Marshall Islands. |
Rhea Marine Ltd is controlled by Pankaj Ramesh Khanna, a non-UK resident individual and Maistros Shipinvest Corp. is controlled by Miltiadis Marinakis, a non-UK resident individual. |
10. | AUDITORS' REMUNERATION |
Fees payable to the auditor for the audit of the Company's financial statements was £15,500 (2022: £15,500). |
Fees payable to the auditor for non-audit services to the Company relate to taxation compliance services and amounted to £4,500 (2022: £2,000). |