Company registration number 04254910 (England and Wales)
OVERSEAS PETROLTRADE & SHIPPING LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
OVERSEAS PETROLTRADE & SHIPPING LTD
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 26
OVERSEAS PETROLTRADE & SHIPPING LTD
COMPANY INFORMATION
Director
G Ioannides
Secretary
G Ioannides
Company number
04254910
Registered office
3rd Floor
114a Cromwell Road
London
SW7 4AG
Trading address
Amathountos 112
Office 101
Agios Tychonas, 4532
Limassol
Cyprus
Auditor
Bright Grahame Murray
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
OVERSEAS PETROLTRADE & SHIPPING LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024
- 1 -
The director presents the strategic report for the year ended 31 July 2024.
Review of the business
Turnover increased from €76,910,117 to €109,771,903 and gross profit margins increased from 5.6% to 6.3%. The company made a profit before tax of €3,206,072 (2023: €1,472,517). Net assets at the year end stood at €9,986,218 compared to €7,788,882 in the prior year.
Principal risks and uncertainties
The principal risks and uncertainties that affect the company are deemed to be as follows:
Credit risk - This is managed by carefully reviewing the credit terms offered to all customers and regularly reconciling each customer ledger. Each customer is offered individual credit terms, based on a number of factors, and interest is charged on late payments.
Foreign exchange risk - This is managed by invoicing in local currencies and keeping separate bank accounts in each currency and by securing the exchange rate on the due date with specific hedging institutions so limiting volatility and potential losses.
Market risk - Paying attention to customers needs has always been the main philosophy of the company and now it is linked with the corporate policy of reducing financial risks and uncertainties. Cargo is now only sold with deferred payment terms for either annual or fixed quantity shipment contracts. This has helped to enhance earnings security by preventing the migration of the customer to other suppliers at the peak of the season.
Liquidity/cash flow risk - This is managed by careful control of trade debtors and the use of a loan facility to finance bitumen purchases to provide adequate working capital.
The financial impact arising from these risks is considered to be low because of the nature of the company's internal control environment and its culture. The company proactively manages all aspects of its work in order to either remove or reduce any financial risks.
Development and performance
The company is projecting the fiscal year 2024/25 to maintain stability across its core operations, with steady growth and consistent performance. This stability lays a strong foundation for an even more promising outlook in 2025/26 and 2026/27, where the company anticipates surpassing its previous benchmarks and achieving significant growth.
One of the key strategies to fuel this growth is the expansion of business operations into new and emerging markets. The company has identified Tunisia and Algeria as pivotal regions for this strategic expansion. By leveraging the potential and economic opportunities in these North African markets, the company aims to diversify its revenue streams and strengthen its global presence.
Key performance indicators
The key performance indicators used by the company include turnover and gross profit margin. Turnover increased by 42.7% and gross profit increased by 59.9%. Key performance indicators are constantly monitored, analysed and reviewed on a regular basis.
Non-financial indicators are also rigorously monitored by the company and these include on time deliveries, customer satisfaction, customer retention, customer service and in particular the monitoring of product quality. Additionally, we monitor corporate reputation, information and data security both in house and with our client base. We ascertain and ensure that our suppliers and customers are operating under recognized ESR regulations.
OVERSEAS PETROLTRADE & SHIPPING LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 2 -
Statement by the Director in performance of their statutory duties in accordance with s172(1) Companies Act 2006
Our People
People are a key factor for our business to succeed. We are proud of the average length of service of our employees. We intend to retain people for the long term and our recruitment strategy is based on offering long careers in fairly paid and stable jobs.
We encourage our employees to have both fulfilling careers and balanced lives. We look to our employees to contribute ideas for our future growth, and share the rewards of the business where we are profitable, primarily through our discretionary annual bonus scheme.
Business Relationships
We value long term relationships with our suppliers and customers and many of our relationships span years and some span decades. We employ robust "know your customer" and "know your supplier" processes across our operations, and we are typically cautious when entering into new relationships. We ensure compliance with the most up to date ESR (Essential Safety Requirements) standards required by the industries in which we operate.
Community, Environment, Reputation
We believe that a positive and strong culture is the best way to ensure a high level of professional conduct when it comes to health and safety, environment, regulations or business dealings.
Capital allocation and Long Term Decisions
Quarterly management review the financial budgets, resource plans and investment decisions. In making decisions concerning the business plan and future strategy, management have regard to a variety of matters including the interests of stakeholders, long term consequences of our capital allocation (such expenditure needed to ensure our long- term viability whilst maintaining adequate liquidity), and reputation.
Decisions on the level of dividend take into account the general profitability, liquidity and funding needs of the company.
G Ioannides
Director
30 January 2025
OVERSEAS PETROLTRADE & SHIPPING LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JULY 2024
- 3 -
The director presents his annual report and financial statements for the year ended 31 July 2024.
Principal activities
The principal activity of the company continued to be that of the wholesale of petroleum and related products.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
G Ioannides
Financial instruments
The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans.
The company’s principal foreign currency exposures arise from trading with overseas companies. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in euros. This hedging activity involves the use of foreign exchange forward contracts.
Borrowings are made through banks which must fulfil credit rating criteria approved by the Board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of director's responsibilities
The director is responsible for preparing the annual 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 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
OVERSEAS PETROLTRADE & SHIPPING LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 4 -
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 them 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 of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
G Ioannides
Director
30 January 2025
OVERSEAS PETROLTRADE & SHIPPING LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OVERSEAS PETROLTRADE & SHIPPING LTD
- 5 -
Opinion
We have audited the financial statements of Overseas Petroltrade & Shipping Ltd (the 'company') for the year ended 31 July 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 July 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.
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 Auditor's 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
OVERSEAS PETROLTRADE & SHIPPING LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OVERSEAS PETROLTRADE & SHIPPING LTD
- 6 -
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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, 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 has no realistic alternative but to do so.
Auditor's 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 auditor's 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and addressing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation, employment legislation and International Maritime Standards and Environment.
We enquired of the director, reviewed correspondence with HMRC and reviewed director meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the director has in place to ensure compliance.
We gained an understanding of the controls that the director has in place to prevent and detect fraud. We enquired of the director about any incidences of fraud that had taken place during the accounting period.
The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition, related parties outside normal course of business, management override, misappropriation of cash and other assets and compliance with debt covenants.
We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
We enquired of the director about actual and potential litigation and claims.
We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
OVERSEAS PETROLTRADE & SHIPPING LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OVERSEAS PETROLTRADE & SHIPPING LTD
- 7 -
Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 an auditor's 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.
Ahsan Miraj
Senior Statutory Auditor
For and on behalf of Bright Grahame Murray
Chartered Accountants
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
30 January 2025
OVERSEAS PETROLTRADE & SHIPPING LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2024
- 8 -
2024
2023
Notes
€
€
Turnover
3
109,771,903
76,910,117
Cost of sales
(102,892,348)
(72,607,977)
Gross profit
6,879,555
4,302,140
Administrative expenses
(3,239,514)
(2,183,142)
Other operating income
180,244
75,765
Operating profit
4
3,820,285
2,194,763
Interest receivable and similar income
7
18,488
791
Interest payable and similar expenses
8
(632,701)
(723,037)
Profit before taxation
3,206,072
1,472,517
Tax on profit
9
(1,008,736)
(266,499)
Profit for the financial year
2,197,336
1,206,018
The profit and loss account has been prepared on the basis that all operations are continuing operations.
OVERSEAS PETROLTRADE & SHIPPING LTD
BALANCE SHEET
AS AT 31 JULY 2024
31 July 2024
- 9 -
2024
2023
Notes
€
€
€
€
Fixed assets
Tangible assets
10
7,301,330
7,488,194
Investments
11
2,707,808
7,808
10,009,138
7,496,002
Current assets
Debtors
15
11,244,557
12,882,018
Cash at bank and in hand
549,997
657,071
11,794,554
13,539,089
Creditors: amounts falling due within one year
16
(8,634,900)
(13,154,899)
Net current assets
3,159,654
384,190
Total assets less current liabilities
13,168,792
7,880,192
Creditors: amounts falling due after more than one year
17
(3,086,100)
Provisions for liabilities
Deferred tax liability
19
96,474
91,310
(96,474)
(91,310)
Net assets
9,986,218
7,788,882
Capital and reserves
Called up share capital
21
115,781
115,781
Profit and loss reserves
9,870,437
7,673,101
Total equity
9,986,218
7,788,882
The financial statements were approved and signed by the director and authorised for issue on 30 January 2025
G Ioannides
Director
Company registration number 04254910 (England and Wales)
OVERSEAS PETROLTRADE & SHIPPING LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
- 10 -
Share capital
Profit and loss reserves
Total
€
€
€
Balance at 1 August 2022
115,781
6,467,083
6,582,864
Year ended 31 July 2023:
Profit and total comprehensive income
-
1,206,018
1,206,018
Balance at 31 July 2023
115,781
7,673,101
7,788,882
Year ended 31 July 2024:
Profit and total comprehensive income
-
2,197,336
2,197,336
Balance at 31 July 2024
115,781
9,870,437
9,986,218
OVERSEAS PETROLTRADE & SHIPPING LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024
- 11 -
2024
2023
Notes
€
€
€
€
Cash flows from operating activities
Cash generated from operations
25
4,114,724
345,317
Interest received
18,488
(64,148)
Income taxes paid
(681,633)
(293,412)
Net cash inflow/(outflow) from operating activities
3,451,579
(12,243)
Investing activities
Purchase of tangible fixed assets
(756,448)
(3,850,519)
Purchase of fixed asset investments
(2,700,000)
Net cash used in investing activities
(3,456,448)
(3,850,519)
Financing activities
Proceeds and repayment of bank loans
530,496
2,884,791
Interest charges
(632,701)
(723,037)
Net cash (used in)/generated from financing activities
(102,205)
2,161,754
Net decrease in cash and cash equivalents
(107,074)
(1,701,008)
Cash and cash equivalents at beginning of year
657,071
2,358,079
Cash and cash equivalents at end of year
549,997
657,071
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
- 12 -
1
Accounting policies
Company information
Overseas Petroltrade & Shipping Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 114a Cromwell Road, London, SW7 4AG. The principal place of business is in Cyprus.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Overseas Petroltrade & Shipping Ltd is a wholly owned subsidiary of OPS Holding Limited and the results of Overseas Petroltrade & Shipping Ltd are included in the consolidated financial statements of OPS Holding which are available from its registered office, 114a Cromwell Road, Kensington, London, England, SW7 4AG.
1.2
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
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.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 13 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
No depreciation until brought into use
Fixtures and fittings
7 years straight line
Computers
5 years straight line
Ship
3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 14 -
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 15 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 16 -
1.11
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
When payments are eventually made, they are charged to the provision carried in the balance sheet.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Interest income is recognised in profit or loss using the effective interest method.
1.14
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.
1.15
All borrowing costs are recognised in profit or loss in the year which they are incurred.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Determining when the significant risks and rewards have transferred to the customer and a sale is recognised.
This has been determined to be upon delivery to the buyer rather than dispatch as the company retains the risk during the shipping process. The amount of revenue must be measured reliably and it is probable that the company will receive the consideration due under the transaction.
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Determining useful economic lives of property, plant and equipment
The company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation and product life cycles.
Recoverability of debtors
Trade and other debtors are assessed for indicators of impairment at each reporting year end date.
The director applies his judgment in considering the likely recoverability of trade and other debtors outstanding at the year end to ensure that a provision is made against any uncertain balances. In arriving at a suitable provision, regard is given to the age profile of the debt and an assessment is made by the director based upon the particular circumstances of each matter.
Valuation of properties
Whether or not a revaluation is necessary has been assessed by reference to professional confirmations and available market data.
The valuation is subjective to, among other factors, the economic climate and the location of the property. There is an inevitable degree of judgement involved and the valuation can only ultimately be reliably tested in the market itself.
3
Turnover and other revenue
The company has one material class of turnover, revenue arising from the sale of goods.
2024
2023
€
€
Turnover analysed by geographical market
European Union
103,502,567
66,556,293
Outside of European Union
6,269,336
10,353,824
109,771,903
76,910,117
2024
2023
€
€
Other revenue
Interest income
18,488
791
Other operating income
180,244
75,765
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
€
€
Exchange losses
105,054
478,765
Depreciation of owned tangible fixed assets
880,229
55,487
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 18 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
€
€
For audit services
Audit of the financial statements of the company
30,650
36,617
For other services
Taxation compliance services
32,545
9,145
All other non-audit services
82,216
56,397
114,761
65,542
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
3
3
Their aggregate remuneration comprised:
2024
2023
€
€
Wages and salaries
79,968
86,978
Social security costs
2,492
1,350
Pension costs
597
82,460
88,925
7
Interest receivable and similar income
2024
2023
€
€
Interest income
Interest on bank deposits
144
Other interest income
18,344
791
Total income
18,488
791
2024
2023
Investment income includes the following:
€
€
Interest on financial assets not measured at fair value through profit or loss
144
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 19 -
8
Interest payable and similar expenses
2024
2023
€
€
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
632,247
721,481
Other finance costs:
Other interest
454
1,556
632,701
723,037
9
Taxation
2024
2023
€
€
Current tax
UK corporation tax on profits for the current period
657,328
103,081
Adjustments in respect of prior periods
(30,810)
(31,974)
Total UK current tax
626,518
71,107
Foreign current tax on profits for the current period
377,054
211,453
Total current tax
1,003,572
282,560
Deferred tax
Origination and reversal of timing differences
(16,716)
(16,061)
Adjustment in respect of prior periods
21,880
Total deferred tax
5,164
(16,061)
Total tax charge
1,008,736
266,499
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
9
Taxation
(Continued)
- 20 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
€
€
Profit before taxation
3,206,072
1,472,517
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
801,518
279,778
Tax effect of expenses that are not deductible in determining taxable profit
14,282
19,496
Effect of change in corporation tax rate
1,848
Permanent capital allowances in excess of depreciation
(3,052)
Depreciation on assets not qualifying for tax allowances
201,866
Other non-reversing timing differences
278
Under/(over) provided in prior years
(30,810)
(31,974)
Deferred tax adjustments in respect of prior years
21,880
Other differences
125
Taxation charge for the year
1,008,736
266,499
10
Tangible fixed assets
Freehold land and buildings
Fixtures and fittings
Computers
Ship
Total
€
€
€
€
€
Cost
At 1 August 2023
5,140,553
642,007
1,011
1,937,910
7,721,481
Additions
749,588
4,727
2,133
756,448
Revaluation
(63,083)
(63,083)
At 31 July 2024
5,890,141
583,651
3,144
1,937,910
8,414,846
Depreciation and impairment
At 1 August 2023
232,900
387
233,287
Depreciation charged in the year
72,224
543
807,462
880,229
At 31 July 2024
305,124
930
807,462
1,113,516
Carrying amount
At 31 July 2024
5,890,141
278,527
2,214
1,130,448
7,301,330
At 31 July 2023
5,140,553
409,107
624
1,937,910
7,488,194
The ship represents a 34% interest in Jopet Shipping and Trading Inc, a company incorporated in the Marshall Islands. The legal title of one third of the ship is held by Jopet Shipping and Trading Inc on trust for Overseas Petroltrade & Shipping Ltd. In order to reflect the substance of the transaction, the ship is included in the balance sheet of Overseas Petroltrade & Shipping Ltd.
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
10
Tangible fixed assets
(Continued)
- 21 -
The carrying value of land and buildings comprises:
2024
2023
€
€
Freehold
5,890,141
5,140,553
5,890,141
5,140,553
Freehold property was valued in December 2024 by a local estate agent using market based evidence for similar properties sold in the area. A previous valuation carried out in 2020, resulted in an impairment of freehold property by €324,000.
Subsequent additions of freehold land and buildings are recognised at cost. Depreciation will be charged once the properties have been fully refurbished.
The historic cost of the properties was €6,214,141 (2023: €5,464,553).
11
Fixed asset investments
2024
2023
Notes
€
€
Investments in subsidiaries
12
2,707,650
7,650
Investments in associates
13
158
158
2,707,808
7,808
Movements in fixed asset investments
Shares in subsidiaries and associates
€
Cost or valuation
At 1 August 2023
7,808
Additions
2,700,000
At 31 July 2024
2,707,808
Carrying amount
At 31 July 2024
2,707,808
At 31 July 2023
7,808
12
Subsidiaries
Details of the company's subsidiaries at 31 July 2024 are as follows:
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
12
Subsidiaries
(Continued)
- 22 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Overseas Promotion SRL
Italy
Ordinary
75.00
Utopia Sailing Sole Proprietorship I.K.E.
Greece
Ordinary
100.00
The aggregate capital and reserves and the result for the year ended 31 July 2024 of the subsidiary noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
€
€
Overseas Promotion SRL
90,252
(15,277)
Utopia Sailing Sole Proprietorship I.K.E.
2,682,470
(17,530)
13
Associates
Details of the company's associates at 31 July 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Jopet Shipping and Trading Inc
Marshall Islands
Ordinary
34.00
14
Financial instruments
2024
2023
€
€
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
11,335,669
13,898,772
Carrying amount of financial liabilities include:
Measured at fair value through profit or loss
- Other financial liabilities
(8,610,764)
(12,715,304)
Financial assets measured at fair value through profit or loss comprise trade debtors, prepayments and accrued income.
Other financial liabilities measured at fair value through profit or loss comprise trade creditors, other creditors and other loans.
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 23 -
15
Debtors
2024
2023
Amounts falling due within one year:
€
€
Trade debtors
7,557,396
11,769,199
Amounts owed by group undertakings
71,394
Other debtors
1,307,038
388,964
Prepayments and accrued income
1,353,104
183,855
10,288,932
12,342,018
2024
2023
Amounts falling due after more than one year:
€
€
Amounts owed by group undertakings
415,625
Other debtors
540,000
540,000
955,625
540,000
Total debtors
11,244,557
12,882,018
16
Creditors: amounts falling due within one year
2024
2023
Notes
€
€
Bank loans
18
3,606,005
6,161,609
Trade creditors
1,405,549
2,281,972
Amounts owed to group undertakings
305,335
Corporation tax
761,534
439,595
Other creditors
1,518
2,424
Accruals and deferred income
2,554,959
4,269,299
8,634,900
13,154,899
17
Creditors: amounts falling due after more than one year
2024
2023
Notes
€
€
Bank loans and overdrafts
18
3,086,100
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 24 -
18
Loans and overdrafts
2024
2023
€
€
Bank loans
6,692,105
6,161,609
Payable within one year
3,606,005
6,161,609
Payable after one year
3,086,100
The loans are secured over the assets of the company.
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
€
€
Accelerated capital allowances
96,474
91,310
2024
Movements in the year:
€
Liability at 1 August 2023
91,310
Charge to profit or loss
5,164
Liability at 31 July 2024
96,474
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
€
€
Charge to profit or loss in respect of defined contribution schemes
-
597
21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary shares of £1 each
100,000
100,000
115,781
115,781
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
21
Share capital
(Continued)
- 25 -
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. All ordinary shares rank equally with regard to the company's residual assets.
22
Related party transactions
Included in trade debtors is an amount of €11,100 (2023: €11,100) owed from a connected party. During the year, management fee of €30,500 (2023: €22,413) was payable to the connected party.
During the year, management fees of €91,381 (2023: €83,046) and €Nil (2023: €Nil) were payable to connected parties.
During the year, commissions of €3,700 (2023: €71,900) and travel fees of €2,915 (2023: €Nil) were payable to an ultimate beneficial owner.
During the year, consultancy fees of €1,474 (2023: €3,463) were payable to an ultimate beneficial owner.
During the year, professional fees of €75,000 (2023: €100,000) were payable to a connected party and €15,000 (2023: €Nil) was owed at the balance sheet date.
The company made sales of €68,853,243 (2023: €43,048,046) to a connected company and was owed €2,262,560 (2023: owed €140,234) at the balance sheet date.
Included in other debtors is an amount of €540,000 (2023: €540,000) to be repayable over 8 years from 28 December 2021 to a connected party, with interest receivable at the 12 month EURIBOR rate plus 0.5%. During the year, berthing and discharging costs of €390,000 (2023: €480,000) was payable to the connected party. At year end, an amount of €Nil (2023: €300,000) was due to the company.
The company made purchases of €507,563 (2023: €297,707) from group companies in the year. Included in other debtors is an amount due to Overseas Petroltrade & Shipping Limited under a financing agreement of €475,000 (2023: nil), with interest receivable at 4% per annum and is repayable in 2 annual instalments over 8 years from 23 October 2023. The loan has been presented under current and non-current debtors, €59,375 and €415,625 respectively. Interest of €12,019 was charged on the loan. Included in other debtors is €184,552 (2023: nil) due to Overseas Petroltrade & Shipping Limited that is non-interest bearing. Included in trade creditors is €110,191 (2023: €74,291) owed to the group company at the year end.
The company made purchases of €2,848,449 (2023: €945,946) from the associated company and owed them €162,194 (2022: €158). Other income was received from the associated company, €39,114 (2023: €Nil), and balance due from associated company, €38,494 (2023: €Nil).
At the year end, the company was due €Nil (2023: €167) from a director.
Key management remuneration amounted to €23,583 (2023: €23,219). At 31 July 2024, an amount of €267,384 (2023: €156,249) was owed to the company by key management. Interest of 2.25% was charged on the loan amounting to €6,066 (2023: €741).
23
Ultimate controlling party
The parent company and ultimate controlling party is OPS Holding Limited, a company incorporated in England & Wales.
The company's results are included in the accounts of OPS Holding Limited, which is both the largest and smallest group into which the entity is consolidated. Copies of these consolidated accounts can be obtained from 3rd Floor 114a Cromwell Road, London, England, SW7 4AG.
OVERSEAS PETROLTRADE & SHIPPING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 26 -
24
Analysis of changes in net debt
1 August 2023
Cash flows
31 July 2024
€
€
€
Cash at bank and in hand
657,071
(107,074)
549,997
Borrowings excluding overdrafts
(6,161,609)
(530,496)
(6,692,105)
(5,504,538)
(637,570)
(6,142,108)
25
Cash generated from operations
2024
2023
€
€
Profit for the year after tax
2,197,336
1,206,018
Adjustments for:
Taxation charged
1,008,736
266,499
Finance costs
632,701
723,037
Investment income
(18,488)
(791)
Depreciation and impairment of tangible fixed assets
943,312
55,487
Other investment
-
(158)
Movements in working capital:
Decrease/(increase) in debtors
1,637,461
(7,437,576)
(Decrease)/increase in creditors
(2,286,334)
5,532,801
Cash generated from operations
4,114,724
345,317
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