Humber Oil Terminals Trustee Limited - Limited company accounts 25.1

REGISTERED NUMBER: 00874993 (England and Wales)

Humber Oil Terminals Trustee Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

R E Sherwell

N A Watson

P M Fursey

G Knight

T J Willson

D W Pullan

SECRETARY:

K Powell

REGISTERED OFFICE:

Queens Road

Immingham

Grimsby

NE Lincolnshire

DN40 2PN

REGISTERED NUMBER:

00874993 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

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

REVIEW OF BUSINESS

The audited financial statements for the year ended 31st December 2024 are set out on pages 9 to 17 The result for the year after taxation was £nil (2023 - £nil). The expenses of maintaining the terminal facilities and all other associated costs are recharged to the participants at cost.

Safety and operational excellence remains a high priority and continues to contribute positively to the overall financial performance of the company.

SUBSEQUENT EVENTS

On 30 June 2025, a winding-up order was issued against one of the participating shareholders, Prax Lindsey Oil Refinery Limited (in liquidation).

As a result, Prax Lindsey Oil Refinery Limited (in liquidation) and its appointed directors immediately lost their rights to be required for quorum and to vote at meetings of shareholders of the company or directors of the company under the Shareholders' Agreement in respect of the company and the decisions of Phillips 66 Limited as the Remaining Shareholder (as defined in the Shareholders' Agreement) or its appointed directors (as appropriate) from such time prevail.

Phillips 66 Limited exercised certain rights under the Shareholders' Agreement as a result of the winding up order being issued, under which Phillips 66 Limited intends to take an assignment of the participation of Prax Lindsey Oil Refinery Limited (in liquidation) as a shareholder in the company subject to completion of the process set out in the Shareholders' Agreement and to obtain certain regulatory clearances.

There have been no other significant events since the balance sheet date.

PRINCIPAL RISKS AND UNCERTAINTIES

Economic environment and regulatory requirements

The company is subject to various risks and uncertainties during the ordinary course of its business many of which result from factors outside of its control. The risks can be categorised as follows:

- compliance and control - non compliance with laws and regulations affecting the oil industry.

- operational - including health and safety, and credit.

To help mitigate the effect of these risks and uncertainties, the Company adopts a number of steps including:

- applying procedures and controls to manage compliance and operational risks, including adhering to a strict internal control framework.

FINANCIAL MATTERS

The company recharges all of its costs to the shareholders at cost. The Directors, have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company to continue as a going concern or its ability and intention to continue with the current financing arrangements.

PRINCIPAL ACTIVITY

The principal activity of the Company throughout the year has been to act as trustee for its participants, Phillips 66 Limited and Prax Lindsey Oil Refinery Limited (in liquidation), in relation to their terminal facilities. The Company does not have any interest, other than as a trustee, in the assets held.

ON BEHALF OF THE BOARD:

R E Sherwell - Director

15 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

R E Sherwell

N A Watson

P M Fursey

G Knight

Other changes in directors holding office are as follows:

A C Smith - resigned 12 March 2024

E B Stobseth-Brown - resigned 31 May 2024

T J Willson - appointed 6 June 2024

D W Pullan - appointed 17 April 2024

SUPPLIER PAYMENT POLICY

The Company's policy, in relation to all suppliers, is to negotiate payment terms when agreeing the terms of a transaction and then to abide by those terms, provided that the goods and services have been supplied in accordance with the agreed terms and conditions.

GOING CONCERN

The financial statements have been prepared on the going concern basis, which assumes that the company continue in existence for at least 12 months from the date of approval of these financial statements, being the going concern period.

The directors have confirmation from Phillips 66 Limited that it intends to continue its participation as a shareholder of the company for the going concern assessment period and, following a winding-up order for Prax Lindsey Oil Refinery Limited being issued on 30 June 2025 and Phillips 66 Limited exercising certain rights under the Shareholders; Agreement dated 8 August 2013 in respect of the company, it intends to take an assignment of the participation of Prax Lindsey Oil Refinery Limited (in liquidation) in the company. Such assignment is subject to completion of the process set out in the Shareholders' Agreement for such assignment and to obtaining certain regulatory clearances.

After making enquiries the directors consider that there are no material uncertainties over future operations, events or conditions that may cast significant doubt about the ability of the company to continue as a going concern. Accordingly, the directors continue to adopt the going concern basis in the preparation of the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R E Sherwell - Director

15 December 2025

Opinion

We have audited the financial statements of Humber Oil Terminals Trustee Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of 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:

- give a true and fair view of the state of the company's affairs as at 31st December 2024 and of its result for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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 the audit was considered capable of detecting irregularities including fraud

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 focused 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 United Kingdom Accounting standards (FRS102, the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance; and

- enquiring of management as to actual and potential litigation and claims.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Matthew Fox F.C.C.A (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

16 December 2025

TURNOVER

29,677

28,739

Administrative expenses

29,677

28,739

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

Tax on profit

5

-

PROFIT FOR THE FINANCIAL YEAR

-

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

-

CURRENT ASSETS

Debtors

6

9,542

8,139

Cash in hand

573

1,175

10,115

9,314

CREDITORS

Amounts falling due within one year

7

9,041

8,240

NET CURRENT ASSETS

1,074

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,074

CAPITAL AND RESERVES

Called up share capital

9

-

Retained earnings

10

1,074

SHAREHOLDERS' FUNDS

1,074

The financial statements were approved by the Board of Directors and authorised for issue on 15 December 2025 and were signed on its behalf by:

R E Sherwell - Director

Called up

share

Retained

Total

capital

earnings

equity

£'000

Balance at 1 January 2023

-

1,074

Changes in equity

Balance at 31 December 2023

-

1,074

Changes in equity

Balance at 31 December 2024

-

1,074

Cash flows from operating activities

Cash generated from operations

1

(602

)

(10

)

Net cash from operating activities

(602

)

(10

)

Decrease in cash and cash equivalents

(602

)

(10

)

Cash and cash equivalents at
beginning of year

2

1,175

1,185

Cash and cash equivalents at end of
year

2

573

1,175

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£'000

Profit before taxation

-

Increase in trade and other debtors

(1,403

)

(229

)

Increase in trade and other creditors

801

219

Cash generated from operations

(602

)

(10

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£'000

Cash and cash equivalents

573

1,175

Year ended 31 December 2023

31.12.23

1.1.23

£'000

Cash and cash equivalents

1,175

1,185

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£'000

Net cash

Cash at bank and in hand

1,175

(602

)

573

1,175

(602

)

573

Total

1,175

(602

)

573

1.	STATUTORY INFORMATION

Humber Oil Terminals Trustee Limited 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents the recharge of operating costs net of other income to the participating companies and is attributable to United Kingdom operations. The participating companies are Prax Lindsey Oil Refinery Limited (in liquidation) and Phillips 66 Limited.

Financial instruments

Trade and other debtors

Trade and other debtors are recognised at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

Trade and other creditors

Trade and other creditors are recognised at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the company will continue in existence for at least 12 months from the date of approval of these financial statements, being the going concern period.

The directors have confirmation from Phillips 66 Limited that it intends to continue its participation as a shareholder of the company for the going concern assessment period and, following a winding-up order for Prax Lindsey Oil Refinery Limited being issued on 30 June 2025 and Phillips 66 Limited exercising certain rights under the Shareholders; Agreement dated 8 August 2013 in respect of the company, it intends to take an assignment of the participation of Prax Lindsey Oil Refinery Limited (in liquidation) in the company. Such assignment is subject to completion of the process set out in the Shareholders' Agreement for such assignment and to obtaining certain regulatory clearances.

After making enquiries the directors consider that there are no material uncertainties over future operations, events or conditions that may cast significant doubt about the ability of the company to continue as a going concern. Accordingly, the directors continue to adopt the going concern basis in the preparation of the financial statements.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

Directors' remuneration

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£'000

Other operating leases

20,994

22,211

Auditors' remuneration

7

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£'000

Amounts owed by participating interests

9,182

7,745

Prepayments and accrued income

360

394

9,542

8,139

Amounts owed by participating interests comprise amounts owed by Phillips 66 and Prax Lindsey Oil Refinery Limited (in liquidation).

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£'000

Trade creditors

3

83

Amounts owed to related party

467

346

VAT

1,673

1,498

Accruals and deferred income

6,898

6,313

9,041

8,240

Amounts owed to related parties comprise amounts owed to companies under common control.

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£'000

Within one year

25,265

24,690

Between one and five years

51,028

72,203

In more than five years

7,840

7,588

84,133

104,481

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

90

Ordinary

1

90

10.

RESERVES

Retained

earnings

£'000

At 1 January 2024

1,074

Profit for the year

-

At 31 December 2024

1,074

11.	RELATED PARTY DISCLOSURES

Costs incurred by the company are recharged to the participating companies and the recharge accounted for as sales. Costs incurred with other related parties on behalf of the company are treated as purchases for the purposes of the disclosure below. The Company's transactions with its related parties in the normal course of business during the year were:

Sales

Purchases

2024

2023

2024

2023

£

Participating companies

29,677

28,739

-

Other related parties

Associated Petroleum Terminals (APT) operates under the joint control of Phillips 66 Limited and Prax Lindsey Oil Refinery Limited. APT recharged costs to the company of £2,262k (2023 £3,152k).

12.	POST BALANCE SHEET EVENTS

On 30 June 2025, a winding-up order was issued against one of the participating shareholders, Prax Lindsey Oil Refinery Limited (in liquidation).

As a result, Prax Lindsey Oil Refinery Limited (in liquidation) and its appointed directors immediately lost their rights to be required for quorum and to vote at meetings of shareholders of the company or directors of the company under the Shareholders' Agreement in respect of the company and the decisions of Phillips 66 Limited as the Remaining Shareholder (as defined in the Shareholders' Agreement) or its appointed directors (as appropriate) from such time prevail.

Phillips 66 Limited exercised certain rights under the Shareholders' Agreement as a result of the winding up order being issued, under which Phillips 66 Limited intends to take an assignment of the participation of Prax Lindsey Oil Refinery Limited (in liquidation) as a shareholder in the company subject to completion of the process set out in the Shareholders' Agreement and to obtain certain regulatory clearances.

There have been no other significant events since the balance sheet date.

13.	PARENT UNDERTAKINGS

On 31st December 2023 and 31st December 2024 the ownership of the company was:

Phillips 66

50%

Prax Lindsey Oil Refinery

50%

At 31 December 2024, the company operated under the joint control of Prax Lindsey Oil Refinery Limited (in Liquidation) (see subsequent events disclosure in the Strategic Report) and Phillips 66 Limited, as set down in the joint operating agreement in place at the year end.

At the balance sheet date the respective ultimate holding companies were:

Phillips 66, a company incorporated in the United States of America. Copies of the 31.12.24 Annual Report of Phillips 66 may be obtained from 2331 City West Blvd, Houston, TX 77042, USA.

Prax Group Holdings Limited, a company incorporated in the United Kingdom, which is owned 40% by Mr Winston Sanjeev Kumar Soosaipillai, 40% by Mrs Arany Soosaipillai, and the remaining 20% is held equally by the Woodside Trust and The Oatlands Trust - two UK family trusts set up by Mr and Mrs Soosaipillai. Copies of the financial statements of Prax Group Holdings Limited can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.