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Registered number: 01190922









PETROCELL HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024

 
PETROCELL HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
J B Dowling 
J T Dowling 
P R Dowling 
E Read 
E Dawson 
T A Dowling 




Company secretary
E Read



Registered number
01190922



Registered office
274-8 Wickham Road
Shirley

Croydon

Surrey

CR0 8BJ




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA




Bankers
National Westminster Bank Plc
12 High Street

Dartford

Kent

DA1 1DD





Santander

Customer Service Centre

Carlton Park

Narbrough

Leicester

Leicestershire

LE19 0AL





 
PETROCELL HOLDINGS LIMITED
 

CONTENTS



Page
Strategic report
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Statement of comprehensive income
 
8
Balance sheet
 
9 - 10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 27


 
PETROCELL HOLDINGS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024

Introduction
 
The directors present their strategic report accompanying the financial statements for the year ended 30 April 2024.
The principal activity of the company during the year was that of the operation of motor service stations and ancillary services.

Business review
 
Trading conditions hardened during the year. Fuel volumes were down 16.5% on the previous year due to a more competitive pricing stance by the supermarkets and the closure of Edenbridge to reline the tanks. However, overall an increased Gross Profit Margin of 29.0% was achieved (2023 – 24.6%). Profit before tax resulted in a margin of 9.9% (2023 – 8.5%) on trading activities. 
The directors are confident that the company will continue to trade profitably in the medium term (10years). However, the Government decision to ban all new internal combustion engines and Hybrids by 2035 represents a major challenge for the Fuels Retailing Industry. Over the coming years there will be an erosion of fuel volumes and the challenge will be to compensate for this by generating more revenue from the other profit centres viz. shops, valeting, services.
In these circumstances, the directors continue to make provisions for environmental remediation costs to protect asset value and to ensure that we will be able to transition our sites towards EV charging and complementary and alternative uses.

Principal risks and uncertainties
 
The key business risks and uncertainties affecting the company are considered to relate to:
- competition from local motor service stations
- the increasing wholesale price of petrol and diesel due to production restrictions by OPEC and the war in   Ukraine
- the stability of the UK economy and inflationary pressures on costs
- new technology in the automotive market
- the Government phasing out of petrol and diesel vehicles

Financial key performance indicators
 
Given the straightforward nature of the business the company's directors are of the opinion that analysis using KPI's is not necessary in the strategic report for an understanding of the development, performance or position of the business. However, various KPI's are used and monitored as part of the company's management accounts and operational procedures.


This report was approved by the board on 9 December 2024 and signed on its behalf.



T A Dowling
Director

Page 1

 
PETROCELL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024

The directors present their report and the financial statements for the year ended 30 April 2024.

Directors' responsibilities statement

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 judgments 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 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 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,914,567 (2023 - £1,995,122).

Dividends were voted in the year of £654,588 (2023: 682,988)

Directors

The directors who served during the year were:

J B Dowling 
J T Dowling 
P R Dowling 
E Read 
E Dawson 
T A Dowling 

Future developments

The company continues to trade profitably post year end and the directors continue to look for new opportunities to grow the company.  The focus for the next financial year is on managing resources and maintaining income levels given the uncertainty in the economy and the current cost of living pressures. 

Page 2

 
PETROCELL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director 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.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 9 December 2024 and signed on its behalf.
 





E Read
Secretary

Page 3

 
PETROCELL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETROCELL HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Petrocell Holdings Limited (the 'company') for the year ended 30 April 2024, which comprise the Statement of comprehensive income, the Balance sheet, 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 30 April 2024 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


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.


Page 4

 
PETROCELL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETROCELL HOLDINGS LIMITED (CONTINUED)


Other information


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 ReportOur 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.


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 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.


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 Directors' 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 directors' 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 Directors' responsibilities statement set out on page 2, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
PETROCELL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETROCELL HOLDINGS 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.


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. 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including
fraud and non-compliance with law and regulations, was as follows: 
• 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 identified the laws and regulations applicable to the company through discussion with directors and  other management, and from our commercial knowledge and experience.
• The specific laws and regulations which we considered may have a direct material effect on the financial  statements or the operations of the company, are as follows;
o Companies Act 2006.
o FRS102.
o Alcohol and tobacco retailing laws.
o Health and Safety legislation.
o Petroleum licensing.
o Employment legislation.
o Tax legislation.
• We assessed the extent of compliance with the laws and regulations identified above through making  enquiries of management, reviewing board minutes, inspecting legal correspondence and certificates of  compliance; and
• Laws and regulations were communicated within the audit team at the planning meeting, and during the  audit  as any further laws and regulation were identified. The audit team remained alert to instances of  non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: 
• Making enquires of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud; 
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
• Reviewing the financial statements and testing the disclosures against supporting documentation;
• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgement and assumptions made in determining significant accounting estimates,  including stock and other provisions (in particular the contamination provision), were indicative of management bias; and
• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.
 
Page 6

 
PETROCELL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETROCELL HOLDINGS LIMITED (CONTINUED)


The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in the estimates and judgements made;
• Management override of controls; and 
• Posting of unusual journals or transactions.
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.


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.





Ben Bradley (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors
Charles Lake House
Claire Causeway
Crossways Business Park
Dartford
Kent
DA2 6QA
 

9 December 2024
Page 7

 
PETROCELL HOLDINGS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
Note
£
£

  

Turnover
 4 
26,970,778
31,419,432

Cost of sales
  
(19,131,587)
(23,677,094)

Gross profit
  
7,839,191
7,742,338

Administrative expenses
  
(5,411,505)
(5,531,894)

Other operating income
 5 
491,199
303,770

Fair value movements on investment property
  
1,435,667
-

Operating profit
 6 
4,354,552
2,514,214

Income from fixed assets investments
  
469,549
(6,262)

Amounts written off investments
  
(2,064,553)
-

Interest receivable and similar income
 11 
216,792
48,220

Interest payable and similar expenses
 12 
(18,557)
(20,849)

Profit before tax
  
2,957,783
2,535,323

Tax on profit
 13 
(1,043,216)
(540,201)

Profit for the financial year
  
1,914,567
1,995,122

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 27 form part of these financial statements.

Page 8

 
PETROCELL HOLDINGS LIMITED
REGISTERED NUMBER: 01190922

BALANCE SHEET
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
204,430
232,962

Tangible assets
 16 
6,729,938
6,472,207

Investments
 17 
1,141,852
3,076,371

Investment property
 18 
5,096,696
3,496,696

  
13,172,916
13,278,236

Current assets
  

Stocks
 19 
502,735
452,451

Debtors
 20 
843,589
645,577

Cash at bank and in hand
 21 
10,597,538
7,003,227

  
11,943,862
8,101,255

Creditors: amounts falling due within one year
 22 
(10,535,537)
(8,792,608)

Net current assets/(liabilities)
  
 
 
1,408,325
 
 
(691,353)

Total assets less current liabilities
  
14,581,241
12,586,883

Creditors: amounts falling due after more than one year
 23 
(500,000)
-

Provisions for liabilities
  

Deferred tax
 24 
(504,760)
(202,248)

Other provisions
 25 
(502,336)
(570,469)

  
 
 
(1,007,096)
 
 
(772,717)

Net assets
  
13,074,145
11,814,166


Capital and reserves
  

Called up share capital 
 26 
109,515
109,515

Share premium account
  
905,000
905,000

Capital redemption reserve
  
211,067
211,067

Profit and loss account
  
11,848,563
10,588,584

  
13,074,145
11,814,166


Page 9

 
PETROCELL HOLDINGS LIMITED
REGISTERED NUMBER: 01190922
    
BALANCE SHEET (CONTINUED)
AS AT 30 APRIL 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 December 2024.




T A Dowling
Director

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
PETROCELL HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 May 2023
109,515
905,000
211,067
10,588,584
11,814,166



Profit for the year
-
-
-
1,914,567
1,914,567

Dividends: Equity capital
-
-
-
(654,588)
(654,588)


At 30 April 2024
109,515
905,000
211,067
11,848,563
13,074,145


The notes on pages 12 to 27 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 May 2022
109,515
905,000
211,067
9,276,450
10,502,032



Profit for the year
-
-
-
1,995,122
1,995,122

Dividends: Equity capital
-
-
-
(682,988)
(682,988)


At 30 April 2023
109,515
905,000
211,067
10,588,584
11,814,166


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


General information

Petrocell Holdings Limited is a private company limited by shares and incorporated in England and Wales. The registered office address of the company is 274-8 Wickham Road, Shirley, Croydon, Surrey, CR0 8BJ. The principal activity of the company is that of the operation of motor service stations and ancillary services.

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

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 12

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

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 company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 13

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

  
2.9

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years

Page 14

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated 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.Capital contributions received from key suppliers to assist with capital expenditure are deducted from the cost.


Depreciation is provided on the following bases:

Freehold property
-
Not depreciated
Plant and machinery
-
10%-20% straight line
Motor vehicles
-
25% straight line

The company has not provided for depreciation on land and buildings and has therefore not complied with Companies Act 2006 requirements. It is the company's policy to maintain its properties in a sound state of repair and, accordingly, the directors consider that the economic lives of the properties are so long and the residual value at such a level that depreciation would be inappropriate.
The asset's 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.

 
2.11

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.12

Revaluation of tangible fixed assets

In accordance with the provisions under FRS 102 paragraph 35.10 the freehold property previously revalued before the date of transition, using an open market valuation in 1997, has been included in the accounts at this valuation which has been taken as deemed cost. Transitional arrangements to use value as deemed cost when migrating to FRS 102 were followed. 
Revaluation gains previously recognised are shown within profit and losee reserves on the balance sheet.

Page 15

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted company shares and managed investment funds, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.14

Stocks

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. Work in progress and finished goods include labour and attributable overheads.

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.

 
2.15

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.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

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.

  
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Page 16

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.19

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

a) Critical judgements in applying the group's accounting policies
No significant judgements have had to be made by the company in preparing these financial statements.
b) Key accounting estimates and assumptions
The company has made key assumptions regarding the useful economic life of intangible and tangible
fixed assets and this is further described in note 2.9 and 2.10 of the accounting policies.
The company has made key accounting estimates regarding the contamination provision in note 25 with
the assistance of a third party environmental specialist.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the company.

All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Other operating income
3,642
5,909

Net rents receivable
337,557
147,861

Management charge receivable
150,000
150,000

491,199
303,770


Page 17

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
110,987
101,181

Other operating lease rentals
88,678
102,305

Amortisation of intangible assets, including goodwill
28,532
28,532


7.


Auditors' remuneration

During the year, the company obtained the following services from the company's auditors:


2024
2023
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
14,400
14,900

Fees payable to the company's auditors in respect of:

All other services
10,470
16,175


8.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
3,535,944
3,334,371

Social security costs
386,700
384,805

Cost of defined contribution scheme
153,195
363,584

4,075,839
4,082,760


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Forecourt and workshop
94
76



Administrative
18
28

112
104

Page 18

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
169,129
133,856

Company contributions to defined contribution pension schemes
50,000
297,194

219,129
431,050


During the year retirement benefits were accruing to no directors (2023 - 4) in respect of defined contribution pension schemes.


10.


Income from investments

2024
2023
£
£

Income from fixed asset investments
(130,011)
6,262

(130,011)
6,262



Dividends received from unlisted investments
(339,538)
-



11.


Interest receivable

2024
2023
£
£


Other interest receivable
216,792
48,220

216,792
48,220


12.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
718
8,849

Other loan interest payable
15,000
12,000

Interest on overdue tax
2,839
-

18,557
20,849

Page 19

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

13.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
741,010
507,601

Adjustments in respect of previous periods
(306)
-


Total current tax
740,704
507,601

Deferred tax


Origination and reversal of timing differences
302,512
32,600


Tax on profit
1,043,216
540,201

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,957,783
2,535,323


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
739,446
481,711

Effects of:


Expenses not deductible for tax purposes
(117,948)
7,581

Depreciation for year in excess of capital allowances
(37,710)
5,467

Deferred tax movement
302,512
32,600

Fair value movements
157,222
-

Adjustments to tax charge in respect of prior periods
(306)
-

Change in tax rates
-
12,842

Total tax charge for the year
1,043,216
540,201


Factors that may affect future tax charges

There are no other factors that may affect future tax charges.

Page 20

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

14.


Dividends

2024
2023
£
£


Dividends
654,588
682,988

654,588
682,988


15.


Intangible assets




Goodwill

£



Cost


At 1 May 2023
740,626



At 30 April 2024

740,626



Amortisation


At 1 May 2023
507,664


Charge for the year on owned assets
28,532



At 30 April 2024

536,196



Net book value



At 30 April 2024
204,430



At 30 April 2023
232,962



Page 21

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

16.


Tangible fixed assets





Freehold property
Plant and machinery
Motor vehicles
Total

£
£
£
£



Cost or valuation


At 1 May 2023
6,137,240
1,558,913
39,600
7,735,753


Additions
246,576
260,158
26,317
533,051


Transfer to investment property
(164,333)
-
-
(164,333)



At 30 April 2024

6,219,483
1,819,071
65,917
8,104,471



Depreciation


At 1 May 2023
-
1,223,946
39,600
1,263,546


Charge for the year on owned assets
-
104,487
6,500
110,987



At 30 April 2024

-
1,328,433
46,100
1,374,533



Net book value



At 30 April 2024
6,219,483
490,638
19,817
6,729,938



At 30 April 2023
6,137,240
334,967
-
6,472,207


17.


Fixed asset investments





Investments in subsidiary companies
Unlisted investments
Total

£
£
£



Cost or valuation


At 1 May 2023
2,064,653
1,011,718
3,076,371


Additions
-
16,141
16,141


Disposals
-
(1,500)
(1,500)


Revaluations
-
115,393
115,393


Amounts written off
(2,064,553)
-
(2,064,553)



At 30 April 2024
100
1,141,752
1,141,852




Page 22

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

Subsidiary undertaking


The following was a subsidiary undertaking of the company:

Name

Registered office

Class of shares

Holding

South Godstone Garage Limited
274 Wickham Road, Shirley, Croydon, Surrey, CR0 8BJ
Ordinary
100%

South Godstone Garage Limited held an investment property but this was hived up to the company in the year, and South Godstone Garages Limited is now dormant.


18.


Investment property


Freehold investment property

£



Valuation


At 1 May 2023
3,496,696


Surplus on revaluation
1,435,667


Transfers from tangible fixed assets
164,333



At 30 April 2024
5,096,696







19.


Stocks

2024
2023
£
£

Goods for resale
502,735
452,451

502,735
452,451


Page 23

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

20.


Debtors


2024
2023
£
£

Due after more than one year

Other debtors
55,256
249,465

55,256
249,465

Due within one year

Trade debtors
38,145
54,615

Other debtors
741,147
328,018

Prepayments and accrued income
9,041
13,479

843,589
645,577



21.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
10,597,538
7,003,227

10,597,538
7,003,227



22.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
1,669,983
1,709,645

Amounts owed to group undertakings
100
-

Amounts owed to related parties
7,269,340
4,944,194

Corporation tax
326,446
323,601

Other taxation and social security
360,666
430,473

Other creditors
283,181
707,977

Accruals and deferred income
625,821
676,718

10,535,537
8,792,608


Page 24

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

23.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other creditors
500,000
-

500,000
-



24.


Deferred taxation




2024
2023


£

£






At beginning of year
(202,248)
(169,648)


Charged to profit or loss
(302,512)
(32,600)



At end of year
(504,760)
(202,248)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
77,276
30,932

Rolled over gain on disposal of assets
171,316
171,316

Investments held at revalued amounts
256,168
-

504,760
202,248


25.


Provisions




Dilapidations
Warranty
Contaminations
Total

£
£
£
£





At 1 May 2023
200,000
34,735
335,734
570,469


Charged to profit or loss
-
-
31,867
31,867


Utilised in year
(100,000)
-
-
(100,000)



At 30 April 2024
100,000
34,735
367,601
502,336

The contamination provision is for expected soil contamination remediation costs when fuel tanks at petrol service stations need to be replaced or removed.

Page 25

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

26.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



66,344 (2023 - 66,344) Ordinary "A" shares of £1.00 each
66,344
66,344
11,057 (2023 - 11,057) Ordinary "B" shares of £1.00 each
11,057
11,057
11,057 (2023 - 11,057) Ordinary "C" shares of £1.00 each
11,057
11,057
10,000 (2023 - 10,000) Ordinary "F" shares of £1.00 each
10,000
10,000
11,057 (2023 - 11,057) Ordinary "G" shares of £1.00 each
11,057
11,057

109,515

109,515



27.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £153,195 (2023 -£363,584).


28.


Commitments under operating leases

At 30 April 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
60,000
95,000

Later than 1 year and not later than 5 years
110,000
260,417

170,000
355,417

Page 26

 
PETROCELL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

29.


Related party transactions

Included within other creditors due within one year are amounts due to the directors of £131,966 (2023: £414,490) and within amounts owed to related parties within one year is an amount of £7,269,340 (2023: £4,944,194) due to an entity under common control.
During the year the company paid rent amounting to £54,000 (2023: £54,000) to the Petrocell Limited Executive Pension Scheme.
During the year a management charge of £150,000 (2023: £150,000) has been received from a company under common control.
Included within other debtors are amounts owed from a director totalling £603,151 (2023: £387,533). Interest is being charged on these loans at a commercial rate and amounted to £13,618 (2023: £11,381) for the year, and the loans are secured by a mortgage charge over freehold properties owned by the directors and are being repaid by instalments.

 
Page 27