VPS UK HOLDINGS LIMITED

Company Registration Number:
11153465 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2023

Period of accounts

Start date: 1 January 2023

End date: 31 December 2023

VPS UK HOLDINGS LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2023

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

VPS UK HOLDINGS LIMITED

Directors' report period ended 31 December 2023

The directors present their report with the financial statements of the company for the period ended 31 December 2023

Principal activities of the company

The Company's primary activity is serving as the holding company for its subsidiary, VPS Power Ltd.



Directors

The directors shown below have held office during the whole of the period from
1 January 2023 to 31 December 2023

S. Bee
M. Cooper


The director shown below has held office during the period of
1 January 2023 to 26 July 2023

R. Vonk


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
14 February 2025

And signed on behalf of the board by:
Name: M. Cooper
Status: Director

VPS UK HOLDINGS LIMITED

Profit And Loss Account

for the Period Ended 31 December 2023

2023 2022


£

£
Administrative expenses: ( 5,999 )
Other operating income: 300,000
Operating profit(or loss): (5,999) 300,000
Interest payable and similar charges: ( 410,689 ) ( 258,633 )
Profit(or loss) before tax: (416,688) 41,367
Profit(or loss) for the financial year: (416,688) 41,367

VPS UK HOLDINGS LIMITED

Balance sheet

As at 31 December 2023

Notes 2023 2022


£

£
Fixed assets
Investments: 3 13,261,459 7,836,614
Total fixed assets: 13,261,459 7,836,614
Current assets
Cash at bank and in hand: 2,119 2,451
Total current assets: 2,119 2,451
Creditors: amounts falling due within one year: 4 ( 910,234 ) ( 5,000 )
Net current assets (liabilities): (908,115) (2,549)
Total assets less current liabilities: 12,353,344 7,834,065
Provision for liabilities: ( 9,643,278 ) ( 4,707,311 )
Total net assets (liabilities): 2,710,066 3,126,754
Capital and reserves
Called up share capital: 2,250,000 2,250,000
Profit and loss account: 460,066 876,754
Total Shareholders' funds: 2,710,066 3,126,754

The notes form part of these financial statements

VPS UK HOLDINGS LIMITED

Balance sheet statements

For the year ending 31 December 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 14 February 2025
and signed on behalf of the board by:

Name: M. Cooper
Status: Director

The notes form part of these financial statements

VPS UK HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Other accounting policies

    Going concern These financial statements have been prepared on a going concern basis. The Company serves as a holding company for its subsidiaries and does not trade and therefore generate revenue. Therefore, the directors have relied on the ongoing support of the wide VPS Group in making their assessment. The VPS Group will continue to provide financial support to the Company, as necessary, for at least twelve months from the date of the audit report to meet its financial liabilities as they fall due and be able to continue to operate as a going concern. The VPS Group will also not seek repayment of the amounts advanced to the Company unless adequate alternative financing is secured by the Company. Financial income and expenses Interest income is recognised in profit and loss using the effective interest method. Finance costs are charged to profit and 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. All borrowing costs are recognised in profit and loss in the year in which they are incurred. Income from fixed asset investments Dividends are recognised when they are received. Taxation Taxation for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. Current or deferred taxation assets and liabilities are not discounted. Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that ere expected to apply to the reversal of the timing difference. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Financial Fixed Assets Investments in subsidiaries are accounted for at cost less impairment. Debtors Short term debtors are measured at transaction price, less any impairment. Cash and cash equivalents Cash and cash equivalents comprises cash in hand, deposits held with banks and other short-term highly liquid investments with original maturities of three months or less. 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. Financial instruments The Company only enters into basic financial instrument transactions that result in the recognition of financial assts and liabilities like other debtors and trade and other creditors, loans from related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable within one year, typically trade creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured initially at the present value of future cashflows discounted at a market rate of interest for a similar debt instrument and subsequent at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, and impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset’s carrying amount and the best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Financial instruments (continued) Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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. Judgements in applying accounting policies and key sources of estimation uncertainty 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. The critical judgements that the directors have made in the process of applying the Company’s accounting policies that have the most significant effect on the financial statements are discussed below. Assessing indicators of impairment In assessing whether there have been any indicators of impairment assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.

VPS UK HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 2. Employees

    2023 2022
    Average number of employees during the period 0 0

VPS UK HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

3. Fixed assets investments note

The financial fixed assets concern the investments in VPS Power Ltd (previously: Transoil Laboratory Ltd) and Emsys Maritime Holdings Limited, along with its fully owned subsidiary, Emsys Maritime Ltd. The Company owns 100% of the ordinary shares in both subsidiaries. The interest in VPS Power Ltd was acquired on 31 January 2018, while the interest in Emsys Maritime Holdings Limited and Emsys Maritime Ltd was acquired on 17 February 2023. The principal activity of VPS Power Ltd is the testing of and reporting on the quality of transformer oils to its customers. Its registered office is: Unit 7 Mercury Park, Mercury Way, Trafford Park, Manchester, M41 7LY. The principal activity of Emsys Maritime Ltd is the manufacture of real-time, laser-driven marine emissions measurement technology, supporting the growing digital decarbonisation service offering of the VPS Group. Its registered office is located in Manchester, United Kingdom, with an overseas operating hub in South Korea. Dividends received during the financial year 2023 were nil (2022: GBP 300,000), relating to VPS Power Ltd.

VPS UK HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

4. Creditors: amounts falling due within one year note

2023 2022
£ £
Other creditors 910,234 5,000
Total 910,234 5,000

VPS UK HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

5. Financial Commitments

Commitments under operating leases As at 31 December 2023, the Company had no future minimum lease payments due under noncancellable operating leases (2022: nil).