REGISTERED NUMBER: |
Audited Financial Statements for the Year Ended 20 March 2023 |
for |
NPC International Ltd |
REGISTERED NUMBER: |
Audited Financial Statements for the Year Ended 20 March 2023 |
for |
NPC International Ltd |
NPC International Ltd (Registered number: 02696754) |
Contents of the Financial Statements |
for the Year Ended 20 March 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
NPC International Ltd |
Company Information |
for the Year Ended 20 March 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditors |
Grove House |
774-780 Wilmslow Road |
Didsbury |
Manchester |
M20 2DR |
NPC International Ltd (Registered number: 02696754) |
Balance Sheet |
20 March 2023 |
20.3.23 | 20.3.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank and in hand | 6 |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital |
Retained earnings |
SHAREHOLDERS' FUNDS |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
NPC International Ltd (Registered number: 02696754) |
Notes to the Financial Statements |
for the Year Ended 20 March 2023 |
1. | STATUTORY INFORMATION |
NPC International Ltd is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
Preparation of consolidated financial statements |
The financial statements contain information about NPC International Limited as an individual company and do not contain consolidated financial statements. The investments detailed in the notes to the financial statements are beneficially owned and controlled by Persian Gulf Petrochemical Industries Company. These are not included in the balance sheet of the Company nor consociated in these statements. |
Turnover |
Turnover is the value of services rendered to the parent undertaking and other group companies |
excluding value added tax and is calculated by a mark up of 5% to the Company's total costs and is billed annually. |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its |
estimated useful life. |
Office equipment - 25% on cost |
Fixtures and fittings - 25% on cost |
Computer equipment - 25% on cost |
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 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 is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.Current or deferred taxation assets and liabilities are not discounted. |
Deferred Tax |
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. |
NPC International Ltd (Registered number: 02696754) |
Notes to the Financial Statements - continued |
for the Year Ended 20 March 2023 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
Assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of |
exchange ruling at the end of the financial year. Exchange differences are dealt with in the profit and loss account. |
Transactions in foreign currencies are translated into sterling at at rates of exchange ruling on the date of the transaction. |
Fixed asset investments denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the date of the acquisition and are not translated at the end of the financial year. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Fixed asset investments |
The Company based on the full authorisation, instructions and complete funding that it had received from its original parent undertaking, held investments that were beneficially owned by its parent undertaking. Any income, expenses, gains and losses arising from these investments belonged to its parent undertaking, as its beneficial owner. |
Prior to 20 March 2022, the Company's policy was to include the investments and their related funding credit balances in its balance sheet. This presentation was contradictory to the beneficial ownership and control of these investments by PGPIC, the parent undertaking. With effect from 20 March 2022, the Company removed the investments and related funding credits from its balance sheet and only refer to these in its notes. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | TANGIBLE FIXED ASSETS |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 21 March 2022 |
and 20 March 2023 |
DEPRECIATION |
At 21 March 2022 |
Charge for year |
At 20 March 2023 |
NET BOOK VALUE |
At 20 March 2023 |
At 20 March 2022 |
NPC International Ltd (Registered number: 02696754) |
Notes to the Financial Statements - continued |
for the Year Ended 20 March 2023 |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
20.3.23 | 20.3.22 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
VAT |
Deferred tax asset |
Accelerated capital allowances |
Prepayments |
Included in other debtors is the sum of £1,334 (20/03/22 - £6,233) due from the Tehran employees of the Company in respect of allocation of shares in PGPIC under the privatisation regulations. The share certificates are held by PGPIC as security for the repayment of these loans. The loans are repayable from the dividends to be declared by PGPIC or by direct repayment by the employees. |
6. | CASH AT BANK AND IN HAND |
20.3.23 | 20.3.22 |
£ | £ |
Funds Held in Current Account | 437,339 | 191,663 |
Funds Held in Interest Bearing Account | 445,134 | 265,992 |
Cash in hand |
The above balances include £ 168,501 (20/03/22 - £155,937) held on behalf of the Parent Undertaking (PGPIC). |
The company also holds equivalent of £0.94 million (20/03/22 - £0.82 million) on behalf or by the |
order of PGPIC in the form of special bank deposits/ escrow accounts. |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
20.3.23 | 20.3.22 |
£ | £ |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
Accrued expenses |
Included in amounts owed to group undertakings are the following ring fenced balances: |
Ring Fence Description | Note Reference | 20.03.23 | 20.03.22 |
£ | £ |
Employee indebtedness | 9 | 1,334 | 6,233 |
Amounts owed by group undertakings | 9 | 5,052,346 | 5,035,832 |
With effect from 21 March 2021 and based on an agreement between the Company and PGPIC, all the currency balances owed/owing to PGPIC were converted to sterling on that date. All transactions post that date with PGPIC and its indebtedness will remain in sterling. |
NPC International Ltd (Registered number: 02696754) |
Notes to the Financial Statements - continued |
for the Year Ended 20 March 2023 |
8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
9. | RELATED PARTY DISCLOSURES |
i) | Turnover |
Turnover of £207,523 (20/03/22 - £222,081) is derived from PGPIC. |
ii) | Year end balances - Debtors |
20.03.23 | 20.03.22 |
£ | £ |
Hormoz | 359 | 358 |
Mehr PC | 60,821 | 60,821 |
NPC Alliance | 58,202 | 50,760 |
PGPIC International | 440,602 | - |
Veniran | 4,923,897 | 4,923,897 |
5,483,881 | 5,035,838 |
The directors have reviewed the above debtor balances and intend to enter into contracts with each of the parties named above to recover these debts. They consider these debts to be fully recoverable as their repayment is guaranteed by the parent undertaking. |
Prepayments and accrued income (Note 9) includes £207,523 (20/03/22 - £222,081) due from |
PGPIC. |
20.03.23 | 20.03.22 |
£ | £ |
iii) | Year end balances - Creditors falling due within one year |
PGPIC | 6,374,686 | 5,444,744 |
NPC | 1,009 | 1,009 |
NPC International Ltd (Registered number: 02696754) |
Notes to the Financial Statements - continued |
for the Year Ended 20 March 2023 |
10. | INVESTMENTS BENEFICIALLY OWNED BY PGPIC |
The Company based on the full authorisation, instructions and complete funding that it had received from its original parent undertaking, NPC, invested in the following companies as detailed below. NPC was the beneficial owner of these investments. Any income, expenses, gains and losses arising from these investments belonged to NPC as the beneficial owner. The rights and obligations, including beneficial interest in the investments below were subsequently transferred by NPC to Persian Gulf Petrochemical Industries Company (PGPIC) as per the terms of the agreement dated 29 November 2011. |
Prior to 20 March 2022, the Company's policy was to include the investments and their related funding credit balances in its balance sheet. This presentation was contradictory to the beneficial ownership and control of these investments by PGPIC. The Company has now removed the investments and related funding credits from its balance sheet and only refer to this note. |
The breakdown of the investments beneficially owned by PGPIC are as follows: |
20.03.23 | 20,03.22 |
Company | % | Shares | Advances | Total | Total |
£ | £ |
Mehr PC | 40 | 18,410,150 | 2,884,697 | 21,294,847 | 21,294,847 |
NPC Alliance | 60 | 33,716,309 | 388,751 | 34,105,060 | 34,105,060 |
Veniran PC | 49 | 4,605,695 | 4,605,695 | 4,605,695 |
60,005,602 | 60,005,602 |
The following information relates to the above investments: |
Year Ended 20/03/2023 |
Company, Country of incorporation and Principal Activity | Balance Sheet Date | Net Assets £ | Profit/(Loss for the year £ | ) |
Mehr PC - Incorporated in Iran | 20/03/2023 | 132,860,768 | 76,369.506 |
Production of high density Polyethylene |
NPC Alliance Corp - Incorporated in Philippines | 31/12/2022 | (113,676,097 | ) | (7,787,427 | ) |
Production of Polyethylene |
Veniran PC - Incorporated in BVI | 31/12/2014 | 4,576,384 | (332,839 | ) |
Production of Methanol |
Year Ended 20/03/2022 |
Company | Balance Sheet Date | Net Assets £ | Profit/(Loss for the year £ | ) |
Mehr PC | 20/03/2022 | 57,552,120 | (146,936 | ) |
NPC Alliance Corp | 30/06/2022 | (110,195,828 | ) | (1,885,995 | ) |
Veniran PC | 31/12/2014 | 4,576,384 | (332,839 | ) |
NPC International Ltd (Registered number: 02696754) |
Notes to the Financial Statements - continued |
for the Year Ended 20 March 2023 |
10. INVESTMENTS BENEFICIALLY OWNED BY PGPIC - continued |
The Board of Directors is currently in discussions with PGPIC as to the transfer of legal ownership of the investment in NPC Alliance to its beneficial owners. The Board has resolved that the Company should acquire the remaining shares in Veniran. The directors are closely monitoring the losses incurred in NPC Alliance and Veniran for possible impairment of these investments. The directors of the Company are satisfied that these investments need not be impaired in the books of the Company due to the following: - PGPIC is the beneficial owner of these investments - The investment represented by the debit balances are protected by matching ring fenced credit balances; and - PGPIC has confirmed that these balances may be transferred to PGPIC as and when it would be appropriate to do so having regards to rights of other shareholders in the investee companies. |
11. | ULTIMATE CONTROLLING PARTY |
On 1 December 2011 the company became a wholly owned subsidiary of Persian Gulf Petrochemical Industries Company (PGPIC), incorporated and registered in Iran. Prior to this date the immediate parent undertaking was National Petrochemical Company (NPC), incorporated and registered in Iran. |
The address of PGPIC is No 38, Karim Khan Zand, HaftTir Square, Tehran, code 15848-93313. |
PGPIC is a company listed on the Tehran Stock Exchange and its ultimate controlling party, if any, is not known. |
The controlling party has confirmed in writing that it will support the company for the foreseeable future covering a period of at least twelve months from the date of signing these statements. |
12. | POST BALANCE SHEET EVENTS |
There is an ongoing dispute with a staff member. At the date of signing the financial statements the dispute had not been resolved. The Company has made provisions in these financial statements in line with the employee's contract and the UK employment laws. |
13. | FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES |
In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements. |