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Registered number: 01202048









NRS OCEAN LOGISTICS LTD.

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
NRS OCEAN LOGISTICS LTD.
 

COMPANY INFORMATION


Directors
J Corblin (resigned 1 October 2023)
A Malik (resigned 8 January 2025)
N Enright 
A Morimoto 
M Yamamoto 
Y Sato 
T Endo (appointed 1 October 2023)




Registered number
01202048



Registered office
36-38 Botolph Lane

London

England

EC3R 8DE




Independent auditors
Price Bailey LLP
Chartered Accountants & Statutory Auditors

24 Old Bond Street

London

W1S 4AP





 
NRS OCEAN LOGISTICS LTD.
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Statement of Comprehensive Income
 
10
Balance Sheet
 
11
Statement of Changes in Equity
 
12
Statement of Cash Flows
 
13
Analysis of Net Debt
 
14
Notes to the Financial Statements
 
15 - 28


 
NRS OCEAN LOGISTICS LTD.
 

STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The directors, in preparing this strategic report, have complied with s414C of the Companies Act 2006.

Business review
 
Since COVID-19, many competitors have introduced large quantities of tank containers into the market, and new companies have entered the market, resulting in rapid competition in our main business, the One Way business, and a significant decrease in our profit margins. Among them, our main target was expanding leasing and special tanks business, but due to the slowdown in the chemical industry, we were behind our expectation.
NRS Group has a warehouse under construction in Arizona, USA, which is expected to be completed in 2025, primarily dedicated to handling semiconductor raw materials. Our objective is to expand international transportation services utilising both warehouses as key destinations.
Key actions and objectives:

Immediately adjust and review our rates to align with our new sales policy.
Promoting exports to areas where demurrage revenues are expected and negotiating an increase in demurrage rate.
Decrease involvement in volume-based tender businesses with low profitability.
Focus on attracting LIB-EV-EMC-EC-DMC business (semiconductor sector).
Direct efforts towards small and medium-sized customers with enhanced profitability.
Expand lease and tank management business, particularly in specific tanks.
Increase focus on gas tank business.
Reducing operating costs by increasing the ratio of in-house owned tanks.
Develop our freight forwarding business for all types of packaging within our industry.
Enhance operational efficiency and elevate customer satisfaction.
Maintain an appropriate inventory of tank containers based on market demands.

This year, political instability in the Middle East prevented shipping routes between Asia and Europe from passing through the Suez Canal, causing delays in shipping schedules and fluctuations in shipping rates around the world. Next year, the new Trump administration will take office in the United States, and we should monitor this closely, as it could impact the direction of global trade.

Principal risks and uncertainties
 
Sea Freight Price Volatility
As tank operators, we face a comparable scenario, potentially exerting pressure on our profits. Political instability around the world and dock strikes have caused shipping rates to fluctuate. Maintaining ongoing communication with our customers, we are actively working to secure and safeguard our profitability.
Political Conflict Risk
Ongoing political conflicts, such as those involving Russia and Ukraine, the Middle East, and the China-Taiwan issue, pose a threat to the timely operation of ships and the well-being of our employees. The occurrence of inflation related to these conflicts adds an additional layer of uncertainty to our operations. We are closely monitoring these geopolitical situations to mitigate potential impacts.
Financial risk management
The group's operations expose the group to a variety of financial risks that include the effects of changes in credit and liquidity risk. The group monitors the risks in order to limit the adverse effects on the financial performance by reviewing levels of finance costs .

 
Page 1

 
NRS OCEAN LOGISTICS LTD.
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Credit risk

The group has implemented policies that require appropriate credit checks on potential customers prior to confirming sales activity. We carefully monitor the financial condition and our exposure to high risk accounts.

Foreign exchange risk

As a result of our operations, the company is exposed to foreign exchange risk. This risk is managed by matching payments and receipts in the same currency and maintaining bank accounts in different currencies. However, given global economic uncertainty and interest rates, we can expect greater than normal currency movement this fiscal year.

Financial key performance indicators
 
Revenue Per Shipment 

NRS Ocean Logistics has seen a decrease in its revenue per shipment and profit margin per shipment. 

Net DPP – Revenue of Empty 

Continued improvements in global fleet management and use of global management information has enabled the fleet management team to keep empty moves to a minimum. 

Continuous emphasis has been applied to ensuring that correct DPP (positioning surcharge) has been charged to customers wanting to ship to low export regions. Overall, we have been able to control our Net DPP charge and in some months even generate a profit.

Other key performance indicators
 
Fleet Utilisation

Fleet utilisation has decreased throughout the year due to rapid competition.

Transit Times

One of the biggest challenges we face is accuracy of transit times and efficiency of loading data into our system. 

We regularly receive depot reports globally which the operation teams use to ensure that the operating system is updated daily. This allows us to ensure that tanks are allocated effectively, and billing is completed accurately.

Page 2

 
NRS OCEAN LOGISTICS LTD.
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its member, and in doing so have regard, amongst other matters, to the:
 
Likely consequences of any decision in the long term
Interests of the company's employees
Need to foster the company's business relationships with suppliers, customers and others
Impact of the company's operations on the community and the environment
Desirability of the company maintaining a reputation for high standards of business conduct
Need to act fairly as between members of the company

The Directors' regard to these matters is embedded in their decision-making process, through the Company's business strategy, culture, governance framework, management information flows and stakeholder engagement processes.
The Company's business strategy is focused on achieving success for the Company in the long-term. In setting this strategy, the Directors take into account the impact of relevant factors and stakeholder interests on the Company's performance. The Board also identifies principal risks facing the business and sets risk management objectives. The Board promotes a culture of upholding the highest standards of business conduct and regulatory conduct.
The Directors ensure these core values are communicated to the Company's employees and embedded in the Company's policies and procedures, employee induction and training programmes.
The Directors recognise that building strong and lasting relationships with our stakeholders will help us to deliver our strategy in line with our long-term values, and operate a sustainable business.
The Directors are supported in the discharge of their duties by:
 
A continuing professional development programme to further their understanding of their duties and obligations under applicable law and regulations
Processes which ensure the provision of timely management information and escalation through reporting lines to the Board
Agenda planning for Board meetings to provide sufficient time for the consideration and discussion of key matters.


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





T Endo
Director

Date: 7 February 2025

Page 3

 
NRS OCEAN LOGISTICS LTD.
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

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

Directors
The directors who served during the year were:
J Corblin (resigned 1 October 2023)
N Enright
A Malik (resigned 8 January 2025)
A Morimoto 
Y Sato
M Yamamoto 
T Endo (appointed 1 October 2023)
Principal activity
The principal activity is the worldwide carriage of liquid cargoes in tank containers. The company is based in the UK with offices in strategic global market locations including France, Holland, USA and Japan.
Results and dividends
The profit for the year, after taxation, amounted to $2,157,357 (2023 - $10,290,420).
Dividends of $3,000,000 were paid in the year (2023: $3,000,000).

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 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;

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.

Page 4

 
NRS OCEAN LOGISTICS LTD.
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Future developments

The board of directors believes that the company's progress and development will continue throughout the coming year, despite the fact that global economic conditions remain uncertain. Our goal is to continue to improve our operational efficiencies and thrive to provide our clients with a dependable and high-quality service.

Engagement with suppliers, customers and others

Clients 
Clients and agencies are at the centre of our business. 
We are dedicated and focussed on building lasting relationships with current and potential clients, understanding their objectives and requirements. 
Suppliers
We aim to promote fair and transparent dealings, conducting due diligence of suppliers, and ensuring systems are in place to pay in a timely manner.
Community and The Environment
NRS is against any form of discrimination through our hiring policies and culture, and continues to maintain a diverse mix of staff.
Any significant impacts to our local communities are considered and incorporated into key decision making.
The corporation has prioritised sustainability and reducing its carbon footprint. We are globally collecting data and monitoring to ensure that we do not exceed our sustainability targets.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000KWh or lower.

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.

Auditors

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

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



T Endo
Director

Date: 7 February 2025

Page 5

 
NRS OCEAN LOGISTICS LTD.
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NRS OCEAN LOGISTICS LTD.
 

Opinion


We have audited the financial statements of NRS Ocean Logistics Ltd. (the 'Company') for the year ended 30 September 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, 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 September 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.


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.


Page 6

 
NRS OCEAN LOGISTICS LTD.
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NRS OCEAN LOGISTICS LTD. (CONTINUED)


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 4, 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 7

 
NRS OCEAN LOGISTICS LTD.
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NRS OCEAN LOGISTICS LTD. (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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates and considered the risk of the Company not complying with the applicable laws and regulations including fraud in particular those that could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting and tax legislation. The risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified as follows:
- Reviewing legal fees incurred;
- Agreeing the financial statement disclosures to underlying supporting documentation;
- Enquiring of management including those responsible for the key regulations and;
- Reviewing the key accounting policies and estimates
To address the risk of management override of controls, we carried out testing of journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.


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.


Page 8

 
NRS OCEAN LOGISTICS LTD.
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NRS OCEAN LOGISTICS LTD. (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Richard Vass (Senior Statutory Auditor)
  
for and on behalf of
Price Bailey LLP
 
Chartered Accountants
Statutory Auditors
  
24 Old Bond Street
London
W1S 4AP

 
Date: 
7 February 2025
Page 9

 
NRS OCEAN LOGISTICS LTD.
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
US$
US$

  

Turnover
 4 
69,446,306
94,063,005

Cost of sales
  
(59,127,431)
(66,898,686)

Gross profit
  
10,318,875
27,164,319

Administrative expenses
  
(8,029,176)
(11,365,917)

Operating profit
 5 
2,289,699
15,798,402

Interest receivable and similar income
 9 
524,075
269,304

Profit before tax
  
2,813,774
16,067,706

Tax on profit
 10 
142,353
(5,777,286)

Profit for the financial year
  
2,956,127
10,290,420

Other comprehensive income for the year
  

Foreign exchange
  
728,784
16,066

Other comprehensive income for the year
  
728,784
16,066

Total comprehensive income for the year
  
3,684,911
10,306,486

The notes on pages 15 to 28 form part of these financial statements.

Page 10

 
NRS OCEAN LOGISTICS LTD.
REGISTERED NUMBER: 01202048

BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
US$
US$

Fixed assets
  

Tangible assets
 12 
17,587,520
17,973,137

Investments
 13 
1
1

  
17,587,521
17,973,138

Current assets
  

Debtors: amounts falling due within one year
 14 
13,631,764
16,180,044

Cash at bank and in hand
  
26,431,034
28,023,812

  
40,062,798
44,203,856

Creditors: amounts falling due within one year
 15 
(12,012,694)
(13,841,217)

Net current assets
  
 
 
28,050,104
 
 
30,362,639

Total assets less current liabilities
  
45,637,625
48,335,777

Provisions for liabilities
  

Deferred tax
 16 
(2,575,408)
(3,550,750)

Other provisions
 17 
(5,107,566)
(7,515,287)

  
 
 
(7,682,974)
 
 
(11,066,037)

Net assets
  
37,954,651
37,269,740


Capital and reserves
  

Called up share capital 
 18 
16,085,790
16,085,790

Share premium account
 19 
3,328,435
3,328,435

Foreign exchange reserve
 19 
(3,685,072)
(4,413,856)

Profit and loss account
 19 
22,225,498
22,269,371

  
37,954,651
37,269,740


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




T Endo
Director

Date: 7 February 2025


The notes on pages 15 to 28 form part of these financial statements.

Page 11

 
NRS OCEAN LOGISTICS LTD.
 

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


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$
$


At 1 October 2022
16,085,790
3,328,435
(4,429,922)
14,978,951
29,963,254


Comprehensive income for the year

Profit for the year
-
-
-
10,290,420
10,290,420

Foreign exchange
-
-
16,066
-
16,066
Total comprehensive income for the year
-
-
16,066
10,290,420
10,306,486


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(3,000,000)
(3,000,000)



At 1 October 2023
16,085,790
3,328,435
(4,413,856)
22,269,371
37,269,740


Comprehensive income for the year

Profit for the year
-
-
-
2,956,127
2,956,127

Foreign exchange
-
-
728,784
-
728,784
Total comprehensive income for the year
-
-
728,784
2,956,127
3,684,911


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(3,000,000)
(3,000,000)


At 30 September 2024
16,085,790
3,328,435
(3,685,072)
22,225,498
37,954,651


The notes on pages 15 to 28 form part of these financial statements.

Page 12

 
NRS OCEAN LOGISTICS LTD.
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
$
$

Cash flows from operating activities

Profit for the financial year
2,956,127
10,290,420

Adjustments for:

Depreciation of tangible assets
913,911
427,051

Disposal/Impairment of fixed assets
-
1

Profit on disposal of tangible assets
(29,791)
(3,400)

Interest received
(524,075)
(269,304)

Taxation charge
(142,353)
5,777,286

Decrease in stocks
-
17,834

Decrease in debtors
1,204,068
12,913,721

Decrease in amounts owed by groups
1,039,074
2,468,731

(Decrease) in creditors
(314,449)
(6,773,588)

Increase in amounts owed to groups
9,994
25,593

(Decrease)/increase in provisions
(2,407,721)
91,722

Corporation tax (paid)
(2,051,919)
(822,021)

Foreign exchange
(590)
(1,581)

Net cash generated from operating activities

652,276
24,142,465


Cash flows from investing activities

Purchase of tangible fixed assets
(575,904)
(14,352,085)

Sale of tangible fixed assets
77,991
10,000

Interest received
524,075
269,304

Net cash generated from/(used in) investing activities

26,162
(14,072,781)

Cash flows from financing activities

Dividends paid
(3,000,000)
(3,000,000)

Net cash used in financing activities
(3,000,000)
(3,000,000)

Net (decrease)/increase in cash and cash equivalents
(2,321,562)
7,069,684

Cash and cash equivalents at beginning of year
28,023,812
20,938,062

Foreign exchange gains and losses
728,784
16,066

Cash and cash equivalents at the end of year
26,431,034
28,023,812


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
26,431,034
28,023,812

26,431,034
28,023,812


The notes on pages 15 to 28 form part of these financial statements.

Page 13

 
NRS OCEAN LOGISTICS LTD.
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2024





At 1 October 2023
Cash flows
Foreign exchange movements
At 30 September 2024
$

$

$

$

Cash at bank and in hand

28,023,812

(2,321,562)

728,784

26,431,034

Debt due within 1 year

-

-

-

-


28,023,812
(2,321,562)
728,784
26,431,034

The notes on pages 15 to 28 form part of these financial statements.

Page 14

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

NRS Ocean Logistics Ltd. is a private company limited by shares incorporated in England, United Kingdom. The address of the registered office is 3rd Floor, 36-38 Botolph Lane, London, England, EC3R 8DE. The nature of the Company's operations and principal activities are the worldwide carriage of liquid cargo in tank containers. 

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 judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Turnover

There are two main streams of turnover; Operations (which includes dry cargo) and Demurrage. 
Operations turnover represents income due to the Company in respect of tank leasing to enable the shipping of goods between destinations, recognised by the ‘depot out date’ of each shipment. The Depot out date is considered to be the date that cargo is loaded onto the ship at a port.
Demurrage turnover represents income due to the Company in respect of ongoing jobs, where tanks are being held by the customer after completing the journey to the destination. The customer is invoiced based on the time period that the tank is held and charges are accrued and invoiced on a monthly basis.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services

Turnover 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 turnover 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.

 
2.3

Associates

Associates are held at cost less impairment.

Page 15

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.4

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Tank containers
-
15 years with residual value of $3,000
Furniture and fittings
-
10 years
Computer equipment
-
4 years
Building improvement
-
period of lease

The assets' 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.

 
2.5

Debtors

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

 
2.6

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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.7

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.

 
2.8

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabillities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 16

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.9

Foreign currency translation

Functional and presentation currency

The Company's presentational currency is USD. This differs from some of the branches' functional currencies, which are either USD, EUR or JPY. As a result of these branches operating with sufficient independence and autonomy, the foreign exchange differences as a consequence of the consolidation into the presentational currency are shown in the foreign exchange reserve.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and lossees resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liablilites denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges. 

 
2.10

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.

 
2.11

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

 
2.12

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.

 
2.13

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.

 
2.14

Interest income

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

Page 17

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

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.


Page 18

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 
The directors make estimates and assumptions concerning the future based on their knowledge of the business and the markets it operates in. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. 
The estimates and assumptions that have the most significant risk of causing a material adjustment to the carrying value or assets and liabilities are addressed below:
Fixed Asset Tanks
Tanks held within fixed assets have been estimated to have a useful life of 15 years and residual value of $3,000. The carrying amount of fixed asset tanks as at the end of the reporting period is $17,554,517.
Job Costing Accruals
Estimates regarding the expected costs of jobs completed before the year end. Due to the nature and type of costings across multiple countries judgements and estimates are inherent in assessing the accounting position at the year end. The carrying amount of job costing accruals as at the end of the reporting period is $7,521,781. This accrual is offset with a provision made against a proportion of accruals which are not expected to materialise, based on monthly write backs during the year and post year end. The write back provision totals $1,913,978 at the end of the reporting period.
Off-Hire Provisions
As detailed within note 18, a provision is included to account for the expected costing committed to before the year end, in relation to off-hire charges which were estimated based on contractual obligations and costings received to date. The carrying amount of the off-hire provision as at the end of the reporting period was $4,944,548.
Provision for Bad and Doubtful Debts
Included within trade debtors is a provision against bad and doubtful debts. This provision is calculated with consideration for ageing debtors and specific balances that are not expected to be received. The net carrying amount of the trade debtors at the end of the reporting period is $7,532,360, the total provision is $795,866.

Page 19

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
US$
US$

Operations
47,256,718
64,750,711

Leasing
409,347
319,120

Dry cargo
14,788,879
13,573,780

Demurrage
6,613,541
14,712,837

Other
377,821
706,557

69,446,306
94,063,005


Analysis of turnover by country of destination:

2024
2023
US$
US$

Asia
43,161,933
53,657,864

Europe
15,789,814
20,556,017

USA
10,494,559
19,849,124

69,446,306
94,063,005



5.


Operating profit

The operating profit is stated after charging/(crediting):

2024
2023
US$
US$

Exchange differences
(239,864)
180,420

Depreciation
913,911
427,051


6.


Auditors' remuneration

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


2024
2023
US$
US$

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
78,266
75,630

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

Taxation compliance services
11,724
12,983

All other services
15,970
15,181

Page 20

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

7.


Employees

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


2024
2023
US$
US$

Wages and salaries
3,652,531
4,512,411

Social security costs
484,313
611,686

Cost of defined contribution scheme
192,419
250,122

4,329,263
5,374,219


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


        2024
        2023
            No.
            No.







Directors
6
6



Operations
26
29



Administration
11
11



Sales
8
10

51
56


8.


Directors' remuneration

2024
2023
US$
US$

Directors' emoluments
395,471
760,844

Company contributions to defined contribution pension schemes
18,912
79,618

414,383
840,462


During the year retirement benefits were accruing to 2 directors (2023 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of $210,904 (2023 - $345,701).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $12,403 (2023 - $64,649).


9.


Interest receivable

2024
2023
US$
US$


Interest receivable from group companies
130,610
-

Bank interest receivable
393,465
269,304

Page 21

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

10.


Taxation


2024
2023
US$
US$

Corporation tax


Current tax on profits for the year
176,572
-


176,572
-

Foreign tax


Foreign tax on income for the year
656,417
1,974,679

Foreign tax in respect of prior periods
-
120,786

656,417
2,095,465

Total current tax
832,989
2,095,465

Deferred tax


Deferred tax
(975,342)
3,681,821


Tax on profit
(142,353)
5,777,286

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the effective rate of corporation tax in the UK of 25% (2023 - 22%). The rate of corporation tax was 19% until 31 March 2023, when it increased to 25%. The differences are explained below: 

2024
2023
US$
US$


Profit on ordinary activities before tax
2,813,774
16,067,706


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22%)
703,444
3,534,895

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
138,768
313,229

Capital allowances for year in excess of depreciation
(1,289,067)
440,304

Changes in provisions leading to an increase/(decrease) in the tax charge
209,329
30,626

Foreign tax, overseas rates and overseas tax claimed as deduction
-
1,542,166

Tax in relation to prior year
-
120,785

Exchange differences on overseas earnings
95,173
(204,719)

Total tax charge for the year
(142,353)
5,777,286

Page 22

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Dividends

2024
2023
US$
US$


Dividends
3,000,000
3,000,000


12.


Tangible fixed assets





Plant and machinery
Building improvements
Tank containers
Total

US$
US$
US$
US$



Cost or valuation


At 1 October 2023
412,282
188,700
18,569,195
19,170,177


Additions
5,904
-
570,000
575,904


Disposals
-
-
(110,828)
(110,828)


Exchange adjustments
9,418
-
-
9,418



At 30 September 2024

427,604
188,700
19,028,367
19,644,671



Depreciation


At 1 October 2023
363,841
153,260
679,939
1,197,040


Charge for the year on owned assets
21,932
35,440
856,539
913,911


Disposals
-
-
(62,628)
(62,628)


Exchange adjustments
8,828
-
-
8,828



At 30 September 2024

394,601
188,700
1,473,850
2,057,151



Net book value



At 30 September 2024
33,003
-
17,554,517
17,587,520



At 30 September 2023
48,441
35,440
17,889,256
17,973,137

Page 23

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.


Fixed asset investments





Investments in associates

US$



Cost or valuation


At 1 October 2023
7,647



At 30 September 2024

7,647



Impairment


At 1 October 2023
7,646



At 30 September 2024

7,646



Net book value



At 30 September 2024
1



At 30 September 2023
1


Associate


The following was an associate of the Company:


Name

Class of shares

Holding

Interflow Tank Container System SDN BHD
Ordinary
20%

The principal activity of Interflow Tank Container System SDN BHD was that of carriage of liquid cargoes and its country of incorporation was Malaysia. 
 


14.


Debtors

2024
2023
US$
US$


Trade debtors
6,736,494
8,047,921

Amounts owed by group undertakings
2,921,766
3,960,840

Other debtors
699,013
782,368

Prepayments and accrued income
3,274,491
3,083,777

Tax recoverable
-
305,138

13,631,764
16,180,044


Page 24

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

15.


Creditors: Amounts falling due within one year

2024
2023
US$
US$

Trade creditors
4,091,550
3,348,525

Amounts owed to group undertakings
35,587
25,593

Corporation tax
54,514
1,578,582

Other creditors
797,073
313,275

Accruals and deferred income
7,033,970
8,575,242

12,012,694
13,841,217



16.


Deferred taxation




2024


US$






At beginning of year
(3,550,750)


Charged to profit or loss
975,342



At end of year
(2,575,408)

The provision for deferred taxation is made up as follows:

2024
2023
US$
US$


Accelerated capital allowances
(2,575,408)
(3,879,240)

Tax losses carried forward
-
328,490

(2,575,408)
(3,550,750)


The deferred tax liabillity arising on accelerated capital allowances will be released over the useful life of the tangible fixed assets. 
The deferred tax asset recognised on tax losses was released as the losses were offset against taxable profits. Amounts expected to be released within the year ended 30 September 2024 will be based on taxable profits arising during the year.

Page 25

 
NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

17.


Provisions




Claim provision
Off-hire provision
Dilapidations provision
ERO  provision
Total

US$
US$
US$
US$
US$





At 1 October 2023
250,000
7,050,523
101,369
113,395
7,515,287


Charged to profit or loss
-
230,775
30,054
215
261,044


Released in year
(178,652)
-
-
-
(178,652)


Utilised in year
(71,348)
(2,336,750)
-
(82,015)
(2,490,113)



At 30 September 2024
-
4,944,548
131,423
31,595
5,107,566

Off-hire provision:
This provision relates to charges expected to be incurred by the Company as a consequence of off-hiring tanks on operating lease contracts which come to the end of the lease term. This provision is built up over the life of the contract and is based on charges incurred to date on off-hired tanks. A number of contracts will expire and be replaced or renegotiated on a continual basis.
Dilpidations provision:
This relates to office restructuring costs. This is expected to be utilised as operating leases cease, if they are not extended further than the current commitment. 
ERO provision:
This provision relates to charges expected to be incurred by the Company as of consequence of activating Early Release Options (ERO) on operating lease contracts for tank hire. This is expected to be utilised as tanks are off hired and the respective invoices are received.
Claim provision:
The provision relates to an expected claim against the company in relation to an incident that occurred within the prior year. Some expenditure was incurred within the year and the remainder of the provision was released as no further costs were expected. 
 


18.


Share capital

2024
2023
US$
US$
Authorised, allotted, called up and fully paid



12,142,857 (2023 - 12,142,857) Ordinary shares of £1.00 each
16,085,790
16,085,790


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NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

19.


Reserves

Share premium account

The share premium account represents the difference between the par value of shares issued and the subscription price.

Foreign exchange reserve

The foreign exchange reserve represents the gains and losses made on the conversion of the individual branches, who operate in different functional currencies to that of the presentational currency of the accounts. These amounts are recognised in other comprehensive income. 

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


20.


Capital commitments


At 30 September 2024 the Company had capital commitments as follows:

2024
2023
US$
US$


Contracted for but not provided in these financial statements
3,179,000
-

3,179,000
-


21.


Commitments under operating leases

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

2024
2023
US$
US$


Not later than 1 year
2,164,366
2,575,658

Later than 1 year and not later than 5 years
4,720,996
1,742,516

6,885,362
4,318,174

The operating lease payments recognised as an expense during the year were $4,536,861 (2023: $5,979,815). 

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NRS OCEAN LOGISTICS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

22.


Receivables under operating leases

At 30 September 2024 the Company had future minimum lease payments receivable under non-cancellable operating leases for each of the following periods:


2024
2023
US$
US$



Not later than 1 year
372,099
142,736

Later than 1 year and not later than 5 years
1,030,703
235,518

Later than 5 years
542,856
-

1,945,658
378,254


23.


Related party transactions

During the year the Company provided services to and received services from parent companies. The income from the services provided to parent companies during the year was $9,860,740 (2023: $11,273,242). The costs of the services received from parent companies during the year was $6,961,499 (2023: $8,173,080).
The total amount due to NRS Ocean Logistics Ltd from parent companies at the year end was $272,205 (2023: $19,934 due from NRS Ocean Logistics to parent companies).
During the year the Company provided services to and received services from group companies. The income from the services provided to these group companies during the year was $7,495,339 (2023: $9,353,676). The costs of the services received from group companies during the year was $9,959,023 (2023: $9,360,790).
The total compensation paid to key management personnel was $1,481,844 (2023 - $1,865,451).


24.


Controlling party

The immediate parent company is NRS Corporation, which is incorporated in Japan. The registered office of the Company is 3-7-1 Kanda Nishikicho Chiyoda-ku, Tokyo 101-0054, Japan.
The ultimate controlling party is NRS Holdings, which is incorporated in Japan. The registered office of the Company is 3-7-1 Kanda Nishikicho Chiyoda-ku, Tokyo 101-0054, Japan.


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