|
| 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 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 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 auditor’s report thereon. The directors are 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 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 directors’ report have been prepared in accordance with applicable legal requirements. |
|
| Matters on which we are required to report by exception |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| ● |
the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| ● |
we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud; |
| ● |
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with directors and other management at the planning stage; |
| ● |
the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; |
| ● |
we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including the Companies Act 2006, employment legislation and taxation legislation; and |
| We assessed the extent of compliance with the laws and regulations identified above through: |
| ● |
making enquiries of management; |
| ● |
inspecting legal expenditure throughout the year for any potential litigation or claims; and |
| ● |
considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations; and |
| ● |
corroborating our enquiries through our review of board minutes. |
| To address the risk of fraud through management bias and override of controls, we: |
| ● |
identified and assessed the design effectiveness of controls management has in place to prevent and detect fraud; |
| ● |
determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process; |
| ● |
reviewed journal entries throughout the period to identify unusual transaction; |
| ● |
performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period; |
| ● |
considered the transfer pricing implications surrounding the Agency agreement; |
| ● |
recalculated revenue as per the Agency agreement; |
| ● |
identified and challenged assumptions and judgements made by management in its significant accounting estimates; and |
| ● |
carried out substantive testing, including random samples, to check the occurrence and cut-off of expenditure. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included: |
| ● |
agreeing financial statement disclosures to underlying supporting documentation; and |
| ● |
enquiring of management as to actual and potential litigation and claims. |
There are inherent limitations in our audit procedures described above. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error as they may involve deliberate concealment or collusion. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. |
|
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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. |
|
| Isah Abdullahi |
| (Senior Statutory Auditor) |
| for and on behalf of |
| Coleman - Isah |
| Statutory Auditor |
| 45A London Road |
| St Leonard’s-On-Sea |
| East Sussex |
| TN37 6AJ |
|
| 25 July 2025 |
|
| NNPC Trading Services (UK) Limited |
| Notes to the Accounts |
| For the year ended 31 December 2024 |
|
| 1 |
General information |
|
|
NNPC Trading Services (UK) Limited is a private company limited by shares and is registered in England and Wales. Its company registration number is 03646098. |
|
|
| 2 |
Summary of significant accounting policies |
|
|
Basis of preparation |
|
The financial statements have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. |
|
|
Going concern |
|
For the year ended 31 December 2024, the company made (Loss)/profit on ordinary activities before taxation of -£134,898 (2023 : £152,772) and at 31 December 2024 had Net assets of £1,283,947 (2023 : £1,419,792) |
|
The Company’s ultimate parent undertaking, The Nigerian National Petroleum Company Limited (NNPCL), has confirmed that it is its current intention to support the business financially for the foreseeable future and for no less than 12 months from the date of approval of these financial statements.
Therefore, the directors consider it appropriate to prepare the financial statements on a going concern basis. |
|
Should the financial support mentioned above not be forthcoming, the going concern basis used in preparing the company's financial statements may be invalid and adjustments would have to be made necessary should this basis not continue to be appropriate. |
|
|
Turnover |
|
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes.
Turnover includes revenue earned from the sale of goods and from the rendering of services and rental income.
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer.
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
|
|
Trade Receivables |
|
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost. A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. |
|
|
Trade Payables |
|
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost.
|
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. |
|
|
Deferred taxation |
|
Deferred tax is provided in full on timing differences which result in an obligation at the reporting date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of revenue and expenditure in taxation computations in periods different from those in which they are included in the financial statements.
Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted. |
|
|
Foreign currency translation |
|
a) Functional and presentational currency
These financial statements are presented in Pounds Sterling, which is the Company’s functional currency.
b) Transactions and balances
Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the reporting date. Any gains or losses arising from a change in exchange rates subsequent to the transaction date are included as an exchange gain or loss in the Statement of comprehensive income. |
|
|
Cash and cash equivalents |
|
Cash and cash equivalents include cash in hand, deposits held on call with banks and all other cash amounts with maturities of three months or less. |
|
|
Share capital |
|
Ordinary shares are classified as equity. Any incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. |
|
|
Leased assets |
|
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
|
Under the new lease accounting requirements management expects that these amounts would be recognised on-balance sheet, with a lease liability based on the discounted value of the future commitments, plus payments related to optional extension periods if considered reasonably certain, and a related ‘right-of-use’ asset. |
|
|
| 3 |
Critical accounting estimates and judgements |
|
|
In the application of the Company’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.
The directors do not consider there to be any critical judgements, estimates or assumptions in respect of the year. |
|
|
| 4 |
Analysis of turnover |
2024 |
|
2023 |
| £ |
£ |
|
|
Services rendered |
219,114 |
|
208,576 |
|
Rental Income |
132,427 |
|
- |
|
|
|
|
|
|
351,541 |
|
208,576 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
351,541 |
|
208,576 |
|
|
|
|
|
|
|
|
|
|
| 5 |
Operating profit |
2024 |
|
2023 |
| £ |
£ |
|
This is stated after charging: |
|
|
Depreciation of right of use assets |
251,616 |
|
- |
|
Impairment |
|
|
|
43,510 |
|
3,024 |
|
Auditors' remuneration for audit services |
21,000 |
|
21,000 |
|
Auditors' remuneration for other services |
9,000 |
|
9,000 |
|
|
|
|
|
|
|
|
|
|
| 6 |
Staff costs and average numbers of employees |
2024 |
|
2023 |
|
|
Average number of employees during the year |
Number |
Number |
|
|
Administration |
7 |
|
7 |
|
|
|
|
|
|
7 |
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7 |
Interest payable |
2024 |
|
2023 |
| £ |
£ |
|
|
Finance charges payable under finance leases |
|
89,507 |
|
- |
|
|
|
|
|
|
|
|
|
|
| 8 |
Taxation |
2024 |
|
2023 |
| £ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
- |
|
35,587 |
|
Adjustments in respect of previous periods |
947 |
|
(22,900) |
|
|
|
|
|
|
947 |
|
12,687 |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
947 |
|
12,687 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2024 |
|
2023 |
| £ |
£ |
|
(Loss)/profit on ordinary activities before tax |
(134,898) |
|
152,772 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
19% |
|
19% |
|
| £ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
(25,631) |
|
29,027 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
25,631 |
|
6,560 |
|
Adjustments to tax charge in respect of previous periods |
947 |
|
(22,900) |
|
|
Current tax charge for period |
947 |
|
12,687 |
|
|
|
|
|
|
|
|
|
|
|
Factors that may affect future tax charges |
|
With effect from 1 April 2023 the rate of corporation tax increased, tapering from 19% for businesses with profits of less than £50,000 to 25% for businesses with profits over £250,000. |
|
|
| 9 |
Tangible fixed assets |
|
|
|
|
|
|
|
|
Right of Use - Property |
|
|
|
|
|
|
|
|
At cost |
| £ |
|
Cost or valuation |
|
At 1 January 2024 |
- |
|
Additions |
2,264,544 |
|
At 31 December 2024 |
2,264,544 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
Charge for the year |
251,616 |
|
At 31 December 2024 |
251,616 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 December 2024 |
2,012,928 |
|
At 31 December 2023 |
- |
|
|
|
|
|
|
|
|
|
|
|
Assets held under finance leases are depreciated over the shorter of the lease term |
|
| 10 |
Trade and other receivables |
2024 |
|
2023 |
| £ |
£ |
|
|
Trade debtors |
20,046 |
|
- |
|
Less: Impairment on Trade debtors |
|
(12,624) |
|
- |
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
|
1,651,871 |
|
1,615,212 |
|
Less: Impairment on group undertakings |
|
(3,587) |
|
(3,014) |
|
Other receivables |
3,000 |
|
3,000 |
|
Sundry receivables |
45,208 |
|
- |
|
Less: Impairment on Sundry receivables |
(30,315) |
|
- |
|
Other taxes and social security costs |
51,474 |
|
- |
|
|
|
|
|
|
1,725,073 |
|
1,615,198 |
|
|
|
|
|
|
|
|
|
|
Other taxes and social security cost relates to Net VAT Receivable |
|
|
|
| 11 |
Cash and cash equivalents |
2024 |
|
2023 |
| £ |
£ |
|
|
Cash at bank and in hand |
683,127 |
|
632,631 |
|
Impairment |
(43) |
|
(45) |
|
|
|
|
|
|
|
683,084 |
|
632,586 |
|
|
|
|
|
|
|
|
|
|
| 12 |
Trade and other payables |
2024 |
|
2023 |
| £ |
£ |
|
|
Obligations under finance lease and hire purchase contracts |
453,310 |
|
- |
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
1,025,078 |
|
756,806 |
|
Corporation tax |
- |
|
35,587 |
|
Other creditors |
17,029 |
|
5,599 |
|
Accruals and deferred income |
33,480 |
|
30,000 |
|
|
|
|
|
|
1,528,897 |
|
827,992 |
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
|
|
| 13 |
Lease Liabilities |
2024 |
|
2023 |
| £ |
£ |
|
|
Obligations under finance lease |
1,608,241 |
|
- |
|
|
|
|
|
|
|
|
|
|
| 14 |
Obligations under finance leases |
2024 |
|
2023 |
|
contracts |
£ |
£ |
|
|
Amounts payable: |
|
Within one year |
453,310 |
|
- |
|
Within two to five years |
1,608,241 |
|
- |
|
After five years |
- |
|
- |
|
|
|
|
|
|
2,061,551 |
|
- |
|
|
|
|
|
|
|
|
|
|
The finance leases are for office building which is rented for periods of up to 4.5 years. These are recognised as tangible fixed assets (see note 8). The lease agreements are for right of use of assest. |
|
|
| 15 |
Share capital |
Nominal |
|
2024 |
|
2024 |
|
2023 |
| value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£1 each |
|
2 |
|
2 |
|
2 |
|
|
|
|
|
|
|
|
|
|
| 16 |
Profit and loss account |
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
1,419,790 |
|
1,279,705 |
|
(Loss)/profit for the financial year |
(135,845) |
|
140,085 |
|
|
At 31 December |
1,283,945 |
|
1,419,790 |
|
|
|
|
|
|
|
|
|
|
| 17 |
Contingent liabilities |
|
|
The Company had no contingent liabilities at 31 December 2024 or 31 December 2023. |
|
|
| 18 |
Related party transactions |
|
|
Ultimate parent company |
|
At 31 December 2024, the ultimate parent undertaking of the Company was The Nigerian National Petroleum Company Limited (NNPCL), a company incorporated in Nigeria. |
|
|
Transactions and balances with subsidiaries and other related parties |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
Receivables |
|
Payables |
|
Parent Company |
|
NNPC Limited |
|
|
|
|
1,025,078 |
|
313,902 |
|
|
Entities under common ownership |
|
NNPC Trading Limited |
488,198 |
|
290,839 |
|
NNPC Trading S A |
765,342 |
|
1,088,082 |
|
|
|
441,904 |
|
NNPC Trading DMCC |
236,291 |
|
236,291 |
|
NIDAS |
104,840 |
|
|
|
- |
|
NEPL |
57,200 |
|
|
1,651,871 |
|
1,615,212 |
|
1,025,078 |
|
755,806 |
|
|
|
|
|
|
|
|
|
|
|
The Company does not have significant restrictions on its ability to access or use its assets and settle its liabilities. |
|
| 19 |
Controlling party |
|
|
At 31 December 2024, the ultimate parent undertaking of the Company was The Nigerian National Petroleum Company Limited (NNPCL), a company incorporated in Nigeria. |
|
|
| 20 |
Presentation currency |
|
|
The financial statements are presented in Pound Sterling. |
|
| 21 |
Legal form of entity and country of incorporation |
|
|
NNPC Trading Services (UK) Limited is a private company limited by shares and incorporated in England. |
|
|
| 22 |
Principal place of business |
|
The address of the company's principal place of business and registered office is: |
|
|
Capitol House |
|
159 Hammersmith Road |
|
London |
|
W6 8BS |