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REGISTERED NUMBER: 02696754 (England and Wales)
















Audited Financial Statements for the Year Ended 20 March 2024

for


NPC International Ltd


NPC International Ltd (Registered number: 02696754)







Contents of the Financial Statements

for the Year Ended 20 March 2024





Page



Company Information  

1



Balance Sheet  

2



Notes to the Financial Statements  

3




NPC International Ltd


Company Information

for the Year Ended 20 March 2024









DIRECTORS:

H Panahian


M Rahimi


A Ebrahimzadeh Roodkar


S A Shahcheraghi







REGISTERED OFFICE:

51 Creighton Road


London


W5 4SH







REGISTERED NUMBER:

02696754 (England and Wales)







AUDITORS:

Sterling Partners Limited


Chartered Accountants and Statutory Auditors


Grove House


774-780 Wilmslow Road


Didsbury


Manchester


M20 2DR


NPC International Ltd (Registered number: 02696754)


Balance Sheet

20 March 2024



20.3.24


20.3.23


Notes

£   

£   


CURRENT ASSETS

Debtors

5

5,833,527


5,716,971



Cash at bank and in hand

6

710,971


970,706



6,544,498


6,687,677



CREDITORS

Amounts falling due within one year

7

6,438,127


6,592,007



NET CURRENT ASSETS

106,371


95,670



TOTAL ASSETS LESS CURRENT

LIABILITIES

106,371


95,670




CAPITAL AND RESERVES

Called up share capital

80,000


80,000



Retained earnings

26,371


15,670



SHAREHOLDERS' FUNDS

106,371


95,670




The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.  


In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.


The financial statements were approved by the Board of Directors and authorised for issue on 9 March 2025 and were signed on its behalf by:





M Rahimi - Director

H Panahian - Director





A Ebrahimzadeh Roodkar - Director

S A Shahcheraghi - Director



NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements

for the Year Ended 20 March 2024


1.

STATUTORY INFORMATION



NPC International Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.



Preparation of consolidated financial statements


The financial statements contain information about NPC International Limited as an individual company and do not contain consolidated financial statements. The investments detailed in the notes to the financial statements are beneficially owned and controlled by Persian Gulf Petrochemical Industries Company. These are not included in the balance sheet of the Company nor consociated in these statements.



Turnover


Turnover is the value of services rendered to the parent undertaking and other group companies


excluding value added tax and is calculated by a mark up of 5% to the Company's total costs and is billed annually.



Tangible fixed assets


Depreciation is provided at the following annual rates in order to write off each asset over its


estimated useful life.


Office equipment - 25% on cost


Fixtures and fittings - 25% on cost


Computer equipment - 25% on cost



Taxation


Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.



Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.



Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.Current or deferred taxation assets and liabilities are not discounted.



Deferred Tax


Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.



Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.


NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2024


2.

ACCOUNTING POLICIES - continued



Foreign currencies


Assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of


exchange ruling at the end of the financial year. Exchange differences are dealt with in the profit and loss account.



Transactions in foreign currencies are translated into sterling at at rates of exchange ruling on the date of the transaction.



Fixed asset investments denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the date of the acquisition and are not translated at the end of the financial year.



Pension costs and other post-retirement benefits


The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.



Fixed asset investments


The Company based on the full authorisation, instructions and complete funding that it had received from its original parent undertaking, held investments that were beneficially owned by its parent undertaking. Any income, expenses, gains and losses arising from these investments belonged to its parent undertaking, as its beneficial owner.



Prior to 20 March 2022, the Company's policy was to include the investments and their related funding credit balances in its balance sheet. This presentation was contradictory to the beneficial ownership and control of these investments by PGPIC, the parent undertaking. With effect from 20 March 2022, the Company removed the investments and related funding credits from its balance sheet and only refer to these in its notes.


3.

EMPLOYEES AND DIRECTORS



The average number of employees during the year was NIL (2023 - 1 ).


4.

TANGIBLE FIXED ASSETS


Fixtures



and


Computer



fittings


equipment


Totals

£   

£   

£   



COST


At 21 March 2023

302,400


198,445


500,845




Disposals

(302,400

)

(198,445

)

(500,845

)



At 20 March 2024

-


-


-




DEPRECIATION


At 21 March 2023

302,400


198,445


500,845




Eliminated on disposal

(302,400

)

(198,445

)

(500,845

)



At 20 March 2024

-


-


-




NET BOOK VALUE


At 20 March 2024

-


-


-




At 20 March 2023

-


-


-




NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2024


5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR



20.3.24


20.3.23

£   

£   



Amounts owed by group undertakings

5,534,234


5,483,881




Other debtors

5,623


15,001




VAT

8,666


10,275




Deferred tax asset


Accelerated capital allowances

-


291




Prepayments

285,004


207,523



5,833,527


5,716,971




Included in other debtors is the sum of £NIL (20/03/23 - £1,334) due from the Tehran employees of the Company in respect of allocation of shares in PGPIC under the privatisation regulations. The share certificates are held by PGPIC as security for the repayment of these loans. The loans are repayable from the dividends to be declared by PGPIC or by direct repayment by the employees.

6.

CASH AT BANK AND IN HAND


20.3.24


20.3.23

£   

£   



Funds Held in Current Account

271,641


437,339




Funds Held in Interest Bearing Account

379,532


445,134




Cash in hand

59,798


88,233



710,971


970,706





The above balances include £116,129  (20/03/23 - £168,501) held on behalf of the Parent Undertaking (PGPIC).



The company also holds equivalent of £0.92 million (20/03/23 - £0.94 million) on behalf or by the


order of PGPIC in the form of special bank deposits/ escrow accounts.


7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR



20.3.24


20.3.23

£   

£   



Amounts owed to group undertakings

6,256,323


6,384,358




Tax

2,967


5,221




Accrued expenses

178,837


202,428



6,438,127


6,592,007





Included in amounts owed to group undertakings are the following ring fenced balances:



Ring Fence Description


Note

Reference


20.03.24


20.03.23




        


   


                                                                                               £                         £



Employee indebtedness


8


-


1,334




Amounts owed by group undertakings


8


5,534,234


5,483,881





With effect from 21 March 2021 and based on an agreement between the Company and PGPIC, all the currency balances owed/owing to PGPIC were converted to sterling on that date. All transactions post that date with PGPIC and its indebtedness will remain in sterling.



NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2024


8.

DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006



The Report of the Auditors was unqualified.



Narges Cyroos (Senior Statutory Auditor)


for and on behalf of Sterling Partners Limited


9.

RELATED PARTY DISCLOSURES



i)


Turnover




Turnover of £285,004 (20/03/23 - £207,523) is derived from PGPIC.





ii)


Year end balances - Debtors





20.03.24


20.03.23




   


                                                


                                                                                              £                         £      



        Hormoz



359


359




        Mehr PC



60,822


60,821




        NPC Alliance



58,782


58,202




        PGPIC International


490,374


440,602




        Veniran



4,923,897


4,923,897





5,534,234


5,483,881




The directors have reviewed the above debtor balances and intend to enter into contracts with each of the parties named above to recover these debts. They consider these debts to be fully recoverable as their repayment is guaranteed by the parent undertaking.



Prepayments and accrued income (Note 8) includes £285,004 (20/03/23 - £207,523) due from


PGPIC.



20.03.24


20.03.23




                                                                                                                                                                                                                                                                                      

                        






   


                                                


                                                                                              £                         £      



iii)


Year end balances - Creditors falling due within one year





        PGPIC



6,246,653


6,374,686




        PCC


8,662


8,662




        NPC



1,009


1,009





NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2024


10.

INVESTMENTS BENEFICIALLY OWNED BY PGPIC



The Company based on the full authorisation, instructions and complete funding that it had received from its original parent undertaking, NPC, invested in the following companies as detailed below. NPC was the beneficial owner of these investments. Any income, expenses, gains and losses arising from these investments belonged to NPC as the beneficial owner. The rights and obligations, including beneficial interest in the investments below were subsequently transferred by NPC to Persian Gulf Petrochemical Industries Company (PGPIC) as per the terms of the agreement dated 29 November 2011.



Prior to 20 March 2022, the Company's policy was to include the investments and their related funding credit balances in its balance sheet. This presentation was contradictory to the beneficial ownership and control of these investments by PGPIC. The Company has now removed the investments and related funding credits from its balance sheet and only refer to this note.



The breakdown of the investments beneficially owned by PGPIC are as follows:




20.03.24


20,03.23




Company


%


Shares


Advances


Total


Total



   


   


                                                                                           £                            £


Mehr PC


40


18,410,150


2,884,697


21,294,847


21,294,847



NPC Alliance


60


33,716,309


388,751


34,105,060


34,105,060



Veniran PC


49


4,605,695



4,605,695


4,605,695




60,005,602


60,005,602



The following information relates to the above investments:





Year Ended 20/03/2024





Company, Country of incorporation and Principal Activity


Balance Sheet

Date


Net Assets £


Profit/(Loss for

the year £

)



Mehr PC - Incorporated in Iran


20/03/2024


47,881,862


47,007,684



Production of high density Polyethylene





NPC Alliance Corp - Incorporated in Philippines


31/12/2023


(115,124,669

)

(6,269,528

)


Production of Polyethylene





Veniran PC - Incorporated in BVI


31/12/2014


4,576,384


  (332,839

)


Production of Methanol





Year Ended 20/03/2023





Company



Balance Sheet

Date


Net Assets £


Profit/(Loss for

the year £

)



Mehr PC



20/03/2023


132.860,627


76,372,314



NPC Alliance Corp



30/06/2022


(110,195,828

)

    (1,885,995

)


Veniran PC



31/12/2014


4,576,384


(332,839

)











NPC International Ltd (Registered number: 02696754)


Notes to the Financial Statements - continued

for the Year Ended 20 March 2024



INVESTMENTS BENEFICIALLY OWNED BY PGPIC (continued)






The Board of Directors is currently in discussions with PGPIC as to the transfer of legal ownership of the

investment in NPC Alliance to its beneficial owners. The Board has resolved that the Company should acquire

the remaining shares in Veniran.++The directors are closely monitoring the losses incurred in NPC Alliance

and Veniran for possible impairment of these investments. The directors of the Company are satisfied that

these investments need not be impaired in the books of the Company due to the following:




-


PGPIC is the beneficial owner of these investments;




-


The investment represented by the debit balances are protected by matching ring fenced     credit

balances; and




-


PGPIC has confirmed that these balances may be transferred to PGPIC as and when it would be

appropriate to do so having regards to rights of other shareholders in the investee companies.




11.

ULTIMATE CONTROLLING PARTY



On 1 December 2011 the company became a wholly owned subsidiary of Persian Gulf Petrochemical Industries Company (PGPIC), incorporated and registered in Iran. Prior to this date the immediate parent undertaking was National Petrochemical Company (NPC), incorporated and registered in Iran.



The address of PGPIC is No 38, Karim Khan Zand, HaftTir Square, Tehran, code 15848-93313.


PGPIC is a company listed on the Tehran Stock Exchange and its ultimate controlling party, if any, is not known.



The controlling party has confirmed in writing that it will support the company for the foreseeable future covering a period of at least twelve months from the date of signing these statements.


12.

POST BALANCE SHEET EVENTS



There was a dispute with a staff member which was resolved and closed after the balance sheet date.


13.

FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES



In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.