Company registration number 15473030 (England and Wales)
ENESEL GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
ENESEL GROUP LIMITED
COMPANY INFORMATION
Directors
K. Haakonson
(Appointed 7 February 2024)
S. Harrison
(Appointed 7 February 2024)
F. Lemos
(Appointed 7 February 2024)
Company number
15473030
Registered office
5 Hanover Square
London
W1S 1HE
Auditor
Bright Grahame Murray
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
ENESEL GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 25
ENESEL GROUP LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the period ended 31 December 2024.

Review of the business

During the year, the Company continued to generate steady and predictable income from its charter contracts. The Company maintained high fleet utilisation and experienced minimal off-hire days, reflecting the ongoing operational efficiency and reliability of its vessels.

The Company’s strategy remains focused on maintaining a high-quality fleet, securing long-term charter contracts with creditworthy charterers, and preserving strong operational and safety standards. This approach continues to provide the business with a solid financial foundation and long-term earnings visibility.

The Company’s key performance indicators during the year were as follows:

 

 

2024

Revenue

US$ 13.935m

Total average operating days

95 days

Principal risks and uncertainties

The board of directors have not identified any factors as potential risks to the successful operation of the Company.

The key business risks and uncertainties affecting the Company are considered to relate to the fact that the Company operates within a fluctuating market, which is inherently exposed to a range or external and operational risks. While the long-term, fixed-rate chartering model provides a degree of earnings visibility and protection from short-term market volatility, the business remains subject to the following principal risks and uncertainties.

Counterparty credit risk

There is a risk that charterers may default on their contractual obligations. The Company mitigates this by performing thorough credit assessments before entering into contracts and maintaining strong relationships with established, reputable charterers.

Operational risk

Disruptions such as mechanical failures, crew-related incidents, or delays in dry-docking and maintenance can impact vessel availability and performance. The Company manages this risk through rigorous maintenance schedules, experienced technical management, and investment in crew training and safety protocols.

ENESEL GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -

Financial risk management:

Financial instruments held by the Company comprise of cash and cash equivalents, trade accounts receivable and trade accounts payable. The Company’s operations expose it to varying levels of financial risk, that include the effects of credit risk and liquidity risk.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet its contractual obligations.

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, with qualified financial institutions with high creditworthiness. The Company performs periodic evaluations of the relevant creditworthiness of those financial institutions. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition.

Liquidity risk

Liquidity risk arises from the Company’s management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.

Liquidity risk is mitigated by a policy of fixing long-term time charters where markets permit, to ensure that the Company has sufficient available funds for operations.

On behalf of the board

S. Harrison
Director
24 October 2025
ENESEL GROUP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2024.

 

Incorporation

The Company was incorporated on 7 February 2024.

Principal activities

The principal activity of the Company is the operation and commercial management of tanker vessels and provides ship agency services to the tanker vessel owning entities.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid during the period. The directors do not recommend the payment of a final dividend.

Directors

The directors during the financial period and up to the signing of this report were as follows:

K. Haakonson
(Appointed 7 February 2024)
S. Harrison
(Appointed 7 February 2024)
F. Lemos
(Appointed 7 February 2024)
Post reporting date events

On 14 July 2025, the Board of Directors approved a dividend of US$ 6,500,000.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

Future developments, principal risks and uncertainties and financial risk management

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments, principal risks and uncertainties and financial risk management.

ENESEL GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
S. Harrison
Director
24 October 2025
ENESEL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENESEL GROUP LIMITED
- 5 -
Opinion

We have audited the financial statements of Enesel Group Limited (the 'company') for the period ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 our audit:

ENESEL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENESEL GROUP LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ENESEL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENESEL GROUP LIMITED (CONTINUED)
- 7 -

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.

Ahsan Miraj (Senior Statutory Auditor)
For and on behalf of Bright Grahame Murray, Statutory Auditor
Chartered Accountants
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
30 October 2025
ENESEL GROUP LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
Period
ended
31 December
2024
Notes
$
Turnover
3
13,935,379
Direct costs
(225,160)
Vessel running costs
(3,891,814)
Gross profit
9,818,405
Administrative expenses
(7,559,386)
Depreciation
(3,603,032)
Other operating income
164,030
Operating loss
4
(1,179,983)
Interest receivable and similar income
8
33,544
Interest payable and similar expenses
9
(625,867)
Loss before taxation
(1,772,306)
Tax on loss
10
(13,480)
Loss for the financial period
(1,785,786)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ENESEL GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -
Period
ended
31 December
2024
$
Loss for the period
(1,785,786)
Other comprehensive income
-
Loss for the period
(1,785,786)
ENESEL GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
Notes
$
$
Fixed assets
Tangible assets
11
36,427,246
Current assets
Stocks
12
445,881
Debtors
13
1,094,432
Cash at bank and in hand
6,613,226
8,153,539
Creditors: amounts falling due within one year
14
(24,229,071)
Net current liabilities
(16,075,532)
Total assets less current liabilities
20,351,714
Creditors: amounts falling due after more than one year
15
(22,134,160)
Provisions for liabilities
Deferred tax liability
17
3,339
(3,339)
Net liabilities
(1,785,785)
Capital and reserves
Called up share capital
19
1
Profit and loss reserves
(1,785,786)
Total equity
(1,785,785)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 24 October 2025 and are signed on its behalf by:
S. Harrison
Director
Company registration number 15473030 (England and Wales)
ENESEL GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Opening balance on 7 February 2024
Loss for the period
-
(1,785,786)
(1,785,786)
Issue of share capital
19
1
-
1
Balance at 31 December 2024
1
(1,785,786)
(1,785,785)
ENESEL GROUP LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
2024
Notes
$
$
Cash flows from operating activities
Cash generated from operations
22
10,501,667
Interest paid
(2,468)
Net cash inflow from operating activities
10,499,199
Investing activities
Purchase of tangible fixed assets
(119,518)
Interest received
33,544
Net cash used in investing activities
(85,974)
Financing activities
Proceeds from issue of shares
1
Payment of lease liabilities
(3,800,000)
Net cash used in financing activities
(3,799,999)
Net increase in cash and cash equivalents
6,613,226
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
6,613,226
ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information

Enesel Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Hanover Square, London, W1S 1HE.

1.1
Reporting period

This is the first period the Company is trading, the financial statements cover the period 7 February 2024 to 31 December 2024.

1.2
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US dollars which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. In assessing whether the going concern assumption is appropriate, management has taken into account all available relevant information about the future, which is at least, but is not limited to, 12 months from the date when the financial statements are authorised for issue. Since the period end, the company has acquired 11 vessels and recognised significant post-year-end profits. These developments have resulted in the reversal of the net liability position reported as at 31 December 2024. Based on these factors, management considers that there are no material uncertainties regarding the company’s ability to continue as a going concern.

1.4
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts.

 

The Company follows the provisions of Section 23 Revenue from Contracts with Customers. The guidance provides a unified model to determine how revenue is recognised. Revenue is recognised when (or as) the Company transfers promised goods or services to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers control of the promised goods or services to its customers. Revenues are recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

In determining the appropriate amount of revenue to be recognised as the Company fulfils its obligations under its agreements, the Company performs the following steps: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations in the contract; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when (or as) the company satisfies each performance obligation. The Company generates revenue by chartering vessels using time charters where a contract is entered into for the use of a vessel for a specific period of time.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
33.3% straight line basis
Fixtures and fittings
15% straight line basis
Vessels (Right of Use)
33.3% straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Tonnage tax:

In addition, tax comprises tonnage tax. Tonnage tax is classified as tax when creditable in, or paid in lieu of, income tax. Tax is recognised in the profit and loss account to the extent that it arises from items recognised in the profit and loss account.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases
As lessee

At inception, the company assesses whether a contract is, or contains, a lease. A lease arises where the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control of the use of an asset occurs where the company has both the right to direct the use of the asset, and the right to obtain substantially all the economic benefits from that use.

 

Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within the same line items on the Balance sheet as owned assets.

The right-of-use asset is initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the commencement date less any lease incentives or grants received, plus initial direct costs and an estimate of the cost of obligations to dismantle, remove or restore the underlying asset and the site on which it is located.

 

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate or the company’s obtainable borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be payable under residual value guarantees, the exercise price of any purchase options that the company is reasonably certain to exercise, and any penalties for early termination of a lease.

At each financial period end, the lease liability is adjusted to reflect payments made and interest accrued. Also, the lease liability is remeasured to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Interest rate to discount lease liabilty

Where the interest rate implicit in the lease is not readily determinable, the company applies its incremental borrowing rate (IBR) to discount future lease payments. For leases denominated in USD, the company has adopted SONIA (Sterling Overnight Index Average) as the benchmark rate for determining the IBR. This reflects current market practice and ensures consistency with risk-free rate assumptions. The application of SONIA involves judgement in assessing the appropriate term structure for the lease duration, adjusting for entity-specific credit risk, and considering the nature and value of the underlying leased asset.

3
Turnover and other revenue
2024
$
Turnover analysed by class of business
Rendering of services
13,935,379
ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 19 -
2024
$
Turnover analysed by geographical market
Worldwide (Excl UK)
13,935,379
2024
$
Other revenue
Interest income
33,544
4
Operating loss
2024
Operating loss for the period is stated after charging/(crediting):
$
Exchange gains
(11,386)
Depreciation of tangible fixed assets
3,603,032
Operating lease charges
135,455
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
$
For audit services
Audit of the financial statements of the company
25,058
For other services
Taxation compliance services
8,144
6
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2024
Number
Management and Executive
5
IT
4
Administration
3
Finance
2
Research
2
Chartering
1
Total
17
ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

2024
$
Wages and salaries
5,000,977
Social security costs
668,799
Pension costs
8,554
5,678,330
7
Directors' remuneration
2024
$
Remuneration for qualifying services
1,840,745

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
$
Remuneration for qualifying services
1,063,045
8
Interest receivable and similar income
2024
$
Interest income
Interest on bank deposits
33,544
2024
Investment income includes the following:
$
Interest on financial assets not measured at fair value through profit or loss
33,544
ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 21 -
9
Interest payable and similar expenses
2024
$
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
2,468
Other finance costs:
Interest on lease liabilities
623,399
625,867
10
Taxation
2024
$
Current tax
Other taxes
10,141
Deferred tax
Origination and reversal of timing differences
3,339
Total tax charge
13,480

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
$
Loss before taxation
(1,772,306)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(443,077)
Unutilised tax losses carried forward
446,416
Tonnage taxation
10,141
Taxation charge for the period
13,480
ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 22 -
11
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Vessels (Right of Use)
Total
$
$
$
$
Cost
At 7 February 2024
-
0
-
0
-
0
-
0
Additions
106,161
13,357
39,910,760
40,030,278
At 31 December 2024
106,161
13,357
39,910,760
40,030,278
Depreciation and impairment
At 7 February 2024
-
0
-
0
-
0
-
0
Depreciation charged in the period
-
0
-
0
3,603,032
3,603,032
At 31 December 2024
-
0
-
0
3,603,032
3,603,032
Carrying amount
At 31 December 2024
106,161
13,357
36,307,728
36,427,246

The following non-adjusting event has occurred since 31 December 2024:

 

Two of the four vessel bareboat agreements have been terminated, the right of use assets have a value of $18,569,774 at 31 December 2024. Associated plant and machinery was also sold. The corresponding lease liabilities were also disposed of: see note 16.

12
Stocks
2024
$
Finished goods and goods for resale
445,881
13
Debtors
2024
Amounts falling due within one year:
$
Trade debtors
61,769
Other debtors
251,824
Prepayments and accrued income
780,839
1,094,432
ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
14
Creditors: amounts falling due within one year
2024
Notes
$
Lease liabilities
16
14,600,000
Trade creditors
923,756
Amounts owed to group undertakings
2,404,084
Taxation and social security
10,141
Other creditors
884,821
Accruals and deferred income
5,406,269
24,229,071
15
Creditors: amounts falling due after more than one year
2024
Notes
$
Lease liabilities
16
22,134,160
16
Lease liabilities
2024
Amounts due:
$
Within one year
14,600,000
After more than one year
22,134,160
36,734,160

Lease payments represent rentals payable by the company for vessels. Leases do not include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

 

The following non-adjusting event has occurred since 31 December 2024:

 

Two of the four vessel bareboat agreements have been terminated, the lease liabilities have a value of $18,818,528 at 31 December 2024. The corresponding right of use assets were also disposed of: see note 11.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
2024
Balances:
$
Accelerated capital allowances
3,339
ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
17
Deferred taxation
(Continued)
- 24 -
2024
Movements in the period:
$
Liability at 7 February 2024
-
Charge to profit or loss
3,339
Liability at 31 December 2024
3,339
18
Retirement benefit schemes
2024
Defined contribution schemes
$
Charge to profit or loss in respect of defined contribution schemes
8,554

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

19
Share capital
2024
2024
Ordinary share capital
Number
$
Issued and fully paid
Ordinary Shares of $1 each
1
1

1 Ordinary Share of nominal value $1 was allotted during the period on incorporation of the Company. The Company received $1 for the allotment.

20
Related party transactions
Transactions with related parties

During the period the company entered into the following transactions with related parties:

Sales
Purchases
2024
2024
$
$
Related parties
118,052
7,608,648
2024
Amounts due to related parties
$
Entities with control, joint control or significant influence over the company
1,618,038
Related parties
786,046

 

ENESEL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
21
Ultimate controlling party

The company's immediate parent undertaking is TankerCo 3 Ltd which is registered in the Cayman Islands.

 

The ultimate controlling parties are A. Lemos and F. Lemos.

22
Cash generated from operations
2024
$
Loss after taxation
(1,785,786)
Adjustments for:
Taxation charged
13,480
Finance costs
625,867
Investment income
(33,544)
Depreciation and impairment of tangible fixed assets
3,603,032
Movements in working capital:
Increase in stocks
(445,881)
Increase in debtors
(1,094,432)
Increase in creditors
9,618,931
Cash generated from operations
10,501,667
23
Analysis of changes in net debt
7 February 2024
Cash flows
Other non-cash changes
31 December 2024
$
$
$
$
Cash at bank and in hand
-
6,613,226
-
6,613,226
Lease liabilities
-
3,800,000
(40,534,160)
(36,734,160)
-
10,413,226
(40,534,160)
(30,120,934)
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