| REGISTERED NUMBER: |
| Portland Fuel Limited |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 31 August 2025 |
| REGISTERED NUMBER: |
| Portland Fuel Limited |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 31 August 2025 |
| Portland Fuel Limited (Registered number: 07020627) |
| Contents of the Financial Statements |
| for the year ended 31 August 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Statement of Comprehensive Income | 9 |
| Balance Sheet | 10 |
| Statement of Changes in Equity | 11 |
| Notes to the Financial Statements | 12 |
| Portland Fuel Limited |
| Company Information |
| for the year ended 31 August 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| Statutory Auditor |
| Regent's Court |
| Princess Street |
| Hull |
| East Yorkshire |
| HU2 8BA |
| Portland Fuel Limited (Registered number: 07020627) |
| Strategic Report |
| for the year ended 31 August 2025 |
| The directors present their strategic report for the year ended 31 August 2025. |
| REVIEW OF BUSINESS |
| This was the first year of trade following a wider group restructuring exercise which included the consolidation of Portland entities, including Portland Fuel Limited ("PFL" or "the company") and The Fuel Trading Company Limited (FTC), into a new group structure, as wholly owned subsidiaries of Portland Fuel Holdings Ltd (PFHL). Portland Fuel Trading Limited (PFTL) was also set up as a new trading entity within the group which undertakes hedging activity on behalf of other group entities, including PFL, and trades directly with Counter-Parties. As part of the wider group restructuring, 100% of the share capital of Noxdown Limited, previously a subsidiarily of PFL, was transferred to the ultimate parent company, PFHL. |
| PFL continued to operate as normal; however, the company is no longer required to prepare consolidated financial statements, hence these financial statements contain information about PFL as an individual company. |
| As a stand alone entity, PFL once again delivered a steady but nonetheless robust performance in 2024-25 with a 7% increase in turnover to £68.5m and operating profit in excess of £1m. Turnover can fluctuate in line with fuel prices, however, the increase in turnover was largely driven by increased volumes, with average fuel prices lower in FY25 compared to FY24. Gross profit margins remained reasonably consistent as a result of hedging arrangements. |
| PFL continues to be the UK's only fixed price fuelcard seller, whilst our bulk delivery business has consolidated itself as both an established and highly reliable operator in the market. We continue to sell Automotive Urea on a wholesale basis and recognise this cyclical market will periodically offer significant commercial opportunities. |
| Overall, the directors are very pleased with the performance of the business in light of the market conditions. |
| KEY PERFORMANCE INDICATORS |
| PFL Directors have no specific KPI's, but do look at the following on a monthly basis; |
| - Gross profit by sales sector |
| - Monthly margin in pence per litre |
| - Monthly sales volumes in litres |
| Portland Fuel Limited (Registered number: 07020627) |
| Strategic Report |
| for the year ended 31 August 2025 |
| PRINCIPAL RISKS, UNCERTAINTIES AND RISK MANAGEMENT POLICIES |
| All financial transactions are made under the conditions of our internal "Absolute Trading Model" (which guarantees sufficient collateral and liquidity to deal with market volatility) in conjunction with our credit scoring and credit insurance frameworks. |
| Trading & market Risk |
| Trading and market risks for fixed price fuel sales are mitigated by the use of hedging instruments in the form of swap contracts, significantly reducing specific market-based price risks. The company is exposed to price risk in relation to urea which is purchased in bulk and held in stock for wholesale. |
| Credit risk |
| The majority of PFL customers are credit insured and therefore a tightening of the credit insurance markets would present a tangible risk. This could also affect PFL's ability to buy product on favourable terms. |
| Liquidity and cash flow risk |
| Cashflow and liquidity are managed centrally and the group tracks headroom on a daily basis. The company and wider group has access to invoice discounting and other financial facilities to manage working capital requirements and to mitigate any cashflow and/or liquidity risks. |
| Foreign exchange Risk |
| Automotive Urea is bought in USD $ and sold in GBP £, whilst shipping freight is paid for in EUR €, presenting a foreign exchange risk. We have extensive experience of price risk management in the business and hedge over 75% of foreign exchange risk. It is our policy to buy and sell positions in the same currency, so we run minimal risk in this area. |
| Other risks |
| At the point of writing this report, the current geo-political crisis in the Middle East (involving the USA, Israel and Iran) is creating enormous market volatility and unprecedented interruptions in trade flows. Although it is impossible to know how this ever-moving situation will end, it is fair to say that the situation is creating some strain within the UK supply chain and traded commodity markets. However, Portland's position remains solid and our experience of previous crises gives us a thorough understanding of the risks involved and potential threats. As such, we are in a good position to react decisively to problems generated and are in a strong position to navigate through the current period in a positive fashion. |
| FUTURE DEVELOPMENTS |
| Following the wider group restructuring in 2024-25, we do not envisage any further structural changes within the company. Developments in the Middle East are being monitored closely. As a company that provides "stability from volatility", we expect to see increased demand for our services over the financial year 2025-26. |
| ON BEHALF OF THE BOARD: |
| Portland Fuel Limited (Registered number: 07020627) |
| Report of the Directors |
| for the year ended 31 August 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 August 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was the supply of hydrocarbon-based fuels. |
| DIVIDENDS |
| The directors do not recommend the payment of a final dividend in respect of the year ended 31 August 2025. The total distribution of dividends in respect of the year ended 31 August 2025 was nil (2024: £150,000). |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 September 2024 to the date of this report. |
| CHARITABLE DONATIONS AND EXPENDITURE |
| During the year the Company made charitable donations of £13,848 (2024 - £4,317). |
| QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
| The company held qualifying professional indemnity insurance during the period for the benefit of one or more Directors in a form and scope detailed within the Companies Act 2006. |
| This insurance covers the Directors and officers against the costs of defending themselves in civil proceedings taken against them in their capacity as a Director or officer of the Group and in respect of damages resulting from the unsuccessful defence of any proceedings. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the Strategic Report in accordance with S414C(11) as the directors consider them to be of strategic importance. |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| 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 he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| Portland Fuel Limited (Registered number: 07020627) |
| Report of the Directors |
| for the year ended 31 August 2025 |
| AUDITORS |
| The auditors, Smailes Goldie, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Portland Fuel Limited |
| Opinion |
| We have audited the financial statements of Portland Fuel Limited (the 'company') for the year ended 31 August 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 31 August 2025 and of its profit 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. |
| Report of the Independent Auditors to the Members of |
| Portland Fuel Limited |
| 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 Directors' Responsibilities Statement 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 our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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 the Companies Act 2006, tax 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. |
| Report of the Independent Auditors to the Members of |
| Portland Fuel Limited |
| 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; |
| - | enquiring of management as to actual and potential litigation and claims; and |
| - | reviewing correspondence with relevant regulators and the company's legal advisors. |
| 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. |
| for and on behalf of |
| Chartered Accountants |
| Statutory Auditor |
| Regent's Court |
| Princess Street |
| Hull |
| East Yorkshire |
| HU2 8BA |
| Portland Fuel Limited (Registered number: 07020627) |
| Statement of Comprehensive Income |
| for the year ended 31 August 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| TURNOVER | 4 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| 905,121 | 635,622 |
| Other operating income |
| OPERATING PROFIT | 6 |
| Income from shares in group undertakings |
| Interest receivable and similar income |
| 1,346,284 | 730,175 |
| Interest payable and similar expenses | 7 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Portland Fuel Limited (Registered number: 07020627) |
| Balance Sheet |
| 31 August 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Stocks | 12 |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Retained earnings | 22 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Portland Fuel Limited (Registered number: 07020627) |
| Statement of Changes in Equity |
| for the year ended 31 August 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 September 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 August 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 August 2025 |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements |
| for the year ended 31 August 2025 |
| 1. | STATUTORY INFORMATION |
| Portland Fuel Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102: The Financial Reporting Standard in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. |
| The preparation of financial statements in compliance with FRS102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3). |
| The presentational and functional currency of these financial statements is Pound Sterling. Values are rounded to the nearest £1. |
| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. |
| Going concern |
| The financial statements have been prepared on a going concern basis. The directors have taken note of the guidance issued by the Financial Reporting Council on Going Concern Assessments in determining that this is the appropriate basis of preparation of the financial statements and have considered a number of factors. This has specifically included reviewing banking and loan facilities in place and detailed forecasting to ensure that the worst case scenario situation does not put the going concern concept at risk. As a result, the directors believe that the company is well placed to manage business risks successfully despite the uncertainties surrounding the current general economic outlook. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Portland Fuel Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Portland Fuel Holdings Limited, the same as listed on page 1. |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Direct fuel sales |
| Revenue is recognised at the point that fuel is delivered. This is considered to be the point that the risks and rewards of ownership have been transferred to customers. |
| Urea |
| Revenue is recognised at the point that fuel is delivered, collected by the customer, or made available for collection. This is considered to be the point that the risks and rewards of ownership have been transferred to customers. |
| Fuel cards |
| Revenue is recognised at the point that fuel is drawn by customers. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. |
| Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its estimated useful life as follows: |
| Freehold property | 2% on cost |
| Fixtures and fittings | 10% on cost, 25% on cost, 10% on reducing balance |
| Plant and machinery | 6.67% on cost, 25% on reducing balance |
| Computer equipment | 20% on cost, 33% on cost. 25% on reducing balance |
| Motor Vehicles | 25% on reducing balance |
| Leasehold Property Improvements | 10% on cost |
| Freehold property which is rented to related group undertakings is accounted for at cost less depreciation under section 17 of FRS102. |
| Freehold land is not depreciated. |
| Investments in subsidiaries |
| Investments in subsidiaries are measured at cost less accumulated impairment. |
| Stocks |
| Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. |
| At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit and loss. |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company mainly enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade, other accounts receivable and payable and loans from related parties. |
| Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. |
| Debt instruments such as loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised costs using the effective interest method. |
| The company does enter into some derivative financial instruments with a related undertaking to manage exposures to fuel price risk, including exposures arising from forecast transactions and unrecognised firm commitments. |
| Derivative financial assets and liabilities are measured at fair value. Fair values is measured using observable market data. Movements in fair value are recorded in profit and loss. Hedge accounting is used when certain criteria is met as detailed below. |
| Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability on a net basis. |
| Derecognition of financial assets and liabilities |
| A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled, or expires. |
| Financial Assets |
| A financial asset is derecognised where the rights to receive cash flows from the asset have expired, the company retains the right to receive cash flows from the asset but assumes an obligation to pay them in full without material delay to a third party under a 'pass-through' arrangement, or the company has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. |
| Where the company has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the company's continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay. |
| Financial liabilities |
| A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, such that the difference in the respective carrying amounts, together with any costs or fees incurred, are recognised in the statement of comprehensive income. |
| Hedge accounting |
| When an unrecognised firm commitment or highly probably forecast transaction is designated as a hedged item with a corresponding hedging instrument in place, hedge accounting is used to recognise the fair value gain or loss on the hedged item. The cumulative hedging gain or loss is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. Fair value is measured using observable market data. |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Hire purchase and leasing commitments |
| Assets acquired under finance leases and hire purchase contracts are capitalised and depreciated over the shorter of the lease term and the expected useful life of the asset. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding lease liability using the effective interest method. The related obligations, net of future finance charges, are included in creditors. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Impairments |
| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease. |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In preparing these financial statements, the directors have made the following judgments: |
| The valuation of open trade positions with counterparties are estimated based upon observable market data. The resulting assets and liabilities are recorded on the statement of financial position. Factors including the underlying price of oil are taken into account. |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 4. | TURNOVER |
| Turnover and profit before taxation are attributable to the principal activities of the company and relate to continuing operations in the United Kingdom. |
| 5. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| Directors' long term incentive schemes |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director for the year ended 31 August 2025 is as follows: |
| 2025 |
| £ |
| Emoluments etc |
| Pension contributions to money purchase schemes |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Depreciation - owned assets |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) |
| Vehicle lease charges |
| Property rental income | ( |
) | ( |
) |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Bank loan interest |
| Other Finance costs |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Prior year overprovision | (414 | ) | - |
| Group relief charge | 64,561 | - |
| Total current tax |
| Deferred tax | ( |
) | ( |
) |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Group relief | - | (58,690 | ) |
| Total tax charge | 224,049 | 103,577 |
| 9. | DIVIDENDS |
| 2025 | 2024 |
| £ | £ |
| Ordinary shares of £1 each |
| Final |
| Interim |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 10. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Freehold | Plant and | and | Computer |
| property | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 September 2024 |
| and 31 August 2025 |
| DEPRECIATION |
| At 1 September 2024 |
| Charge for year |
| At 31 August 2025 |
| NET BOOK VALUE |
| At 31 August 2025 |
| At 31 August 2024 |
| Freehold property includes freehold land of £464,312 (2024: £464,312) which is not depreciated. |
| Freehold property includes land and property of £899,993 (2024: £909,279) which is rented to related group undertakings. |
| 11. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakin |
| £ |
| COST |
| At 1 September 2024 |
| Disposals | ( |
) |
| At 31 August 2025 |
| NET BOOK VALUE |
| At 31 August 2025 |
| At 31 August 2024 |
| During the year, the company disposed of its investments in subsidiary undertakings by way of transfer to its immediate parent company, Portland Fuel Holdings Limited, at book value. |
| 12. | STOCKS |
| 2025 | 2024 |
| £ | £ |
| Stocks |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Prepayments and accrued income |
| Trade debtor balances are subject to invoice discounting arrangements and have been transferred to the counterparty, though the transaction does not qualify for derecognition on the basis that the debt collection and late payment risk is retained by the company. At 31 August 2025 the company had total funds in use under the arrangement of £178,728 (2024: 254,142). |
| Derivative financial assets representing fair value gains on hedged items of £60,485 are included in other debtors as a result of hedge accounting (2024: £1,167,825). A corresponding entry is included within other creditors representing fair value losses on related hedging instruments. The movements in fair value are recorded net in profit and loss. |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans and overdrafts (see note 16) |
| Invoice discounting advances |
| Trade creditors |
| Amounts owed to group undertakings |
| Tax |
| Social security and other taxes |
| Other creditors |
| Accruals and deferred income |
| Included within other creditors are derivative liabilities totalling £60,485 (2024: £1,167,825) representing fair value losses arising on hedging instruments. A corresponding entry is included within other debtors representing fair value gains on related hedged item as a result of hedge accounting. The movements in fair value are recorded net in profit and loss. |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans (see note 16) |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2025 | 2024 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 16. | LOANS - continued |
| 2025 | 2024 |
| £ | £ |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans > 5 years | 409,388 | 455,350 |
| The company has an outstanding bank loan of £7,500 under the Coronavirus Bounce Back Loan |
| Scheme. The loan is repayable by equal monthly instalments over the remaining period to May 2026. Interest is charged at a rate of 2.5%.per annum. |
| The company has a commercial mortgage repayable by equal monthly instalments over a period of 15 |
| years to July 2037. The total amount outstanding at 31 August 2025 was £613,100 (2024: £646,813). Interest is charged a rate of 6.22% per annum. |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| Operating lease agreements where the company is the lessor |
| The company rents property to a related group undertaking. Minimum rentals receivable under the group arrangement fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year | 76,000 | 76,000 |
| Between one and five years | 57,000 | 133,000 |
| 133,000 | 209,000 |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 18. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2025 | 2024 |
| £ | £ |
| Bank loans |
| Invoice discounting advances | 178,728 | 254,142 |
| Bank loans are secured by: |
| - Legal mortgage and first legal charge over freehold property |
| - Omnibus guarantee and set-off agreement in favour of Lloyds Bank Plc |
| - Fixed and floating charge over all assets |
| Any amount outstanding from time to time in respect of invoice discounting advances to the company or the group are secured by a debenture containing fixed and floating charges over all of the assets of the group in favour of the respective lender. |
| All charges contain a negative pledge. |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 19. | FINANCIAL INSTRUMENTS |
| 2025 | 2024 |
| £ | £ |
| Financial assets |
| Derivative assets measured at fair value through profit and loss | 60,485 | 1,167,825 |
| Financial assets that are debt instruments measured at amortised cost |
7,724,307 |
6,556,525 |
| Financial liabilities |
| Financial liabilities measured at amortised cost | (6,948,044 | ) | (6,781,296 | ) |
| Derivative liabilities measured at fair value through profit and loss | (60,485 | ) | (1,167,825 | ) |
| Financial assets measured at amortised cost comprise of trade debtors, other debtors, equity investments and cash in bank and in hand. Prepayments do not meet the definition of financial instruments. |
| Financial liabilities measured at amortised cost comprise of trade creditors, invoice discounting advances, accruals, bank loans and other creditors. Taxation and social security creditors are not included in the financial instrument's disclosure definition. |
| Derivative financial assets measured at fair value through profit and loss as at 31 August 2025 of £60,485 reflect the fair value movement of unrecognised firm commitments and highly probable future transactions designated as hedged items under hedge accounting (2024: £1,167,825). Derivative financial liabilities as at 31 August 2025 of £60,485 comprise of fair value losses on open fuel trade swap contracts designated as hedging instruments (2024: £1,167,825). |
| The company has entered into a number of fixed price contracts for the direct delivery of a fixed volume of fuel to customers at a future date. In order to protect against fluctuations in fuel prices, all fixed price contracts are immediately hedged with Counter-Parties as the company enters into fixed price derivative swap contracts (hedging instruments) to protect the hedged item, being an unrecognised firm commitment to sell a fixed volume of fuel at a fixed price at a future date, and to purchase fuel in the future at the spot rate in order to fulfil sales contracts. |
| Each hedge contract is considered to be 100% effective and thus fair value gains and losses on open hedging instruments and hedged items respectively are shown net in profit and loss. The total amount recognised in profit and loss for the year on settled financial instrument contracts was a loss of £1,270,900 (2024: £295,248 loss), with a corresponding gain realised on fulfilment of fixed price fuel sale contracts, a reflection of underlying oil market movements. |
| Fair values are measured using observable market data and are marked to market daily. The directors consider that changes in fair value attributable to changes in the company's own credit risk cannot be measured reliably but are not material. |
| 20. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| £ | £ |
| Deferred tax | 2,173 | 3,018 |
| Deferred |
| tax |
| £ |
| Balance at 1 September 2024 |
| Credit during the year | (845 | ) |
| Balance at 31 August 2025 |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 20. | PROVISIONS FOR LIABILITIES - continued |
| Deferred tax liabilities relate to accelerated capital allowances. The expected net reversal of deferred |
| tax liabilities in 2026 is £673 this is due to the reversal of accelerated capital allowances and other |
| short term timing differences. |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | £1 | 45 | 45 |
| Ordinary A | £1 | 55 | 55 |
| 100 | 100 |
| The Ordinary £1 and Ordinary A £1 shares rank pari passu and each have full rights as to voting, dividends and capital on a winding up. |
| 22. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 September 2024 |
| Profit for the year |
| At 31 August 2025 |
| Retained earnings |
| Retained earnings represents cumulative profits and losses net of dividends paid and other |
| adjustments. |
| 23. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme. The pension cost charge represents contributions payable by the company to the fund and amounted to £9,262 (2024: £8,170). The amount outstanding at 31st August 2025 was £1,790 (2024: £1,645). |
| 24. | ULTIMATE PARENT COMPANY |
| On 2nd September 2024, Portland Fuel Holdings Limited acquired 100% of the share capital of the company via share for share exchange as part of a wider group restructuring exercise. |
| Portland Fuel Holdings Limited is the ultimate parent company and is the parent of the largest and smallest group in which the results of the company are consolidated. The registered office of Portland Fuel Holdings Limited is 1 Toft Green, York, England, YO1 6JT. The consolidated financial statements of the group are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. |
| The Group was controlled by Mr James Spencer being the Managing Director and majority shareholder of the ultimate parent company. |
| Portland Fuel Limited (Registered number: 07020627) |
| Notes to the Financial Statements - continued |
| for the year ended 31 August 2025 |
| 25. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned entities within the group. |
| Key management personnel of the entity or its parent (in the aggregate) |
| During the prior year, dividends totalling £30,000 were paid to directors and key management of the company. Dividends totalling £20,000 were also paid to shareholders who are not directors. Additional dividends totalling £100,000 were voted during the prior year and paid to shareholders in the current year, including £60,000 paid to directors and key management of the company. No dividends have been voted in respect of the year to 31 August 2025. |
| During the year, total key management personnel compensation of £353,901 (2024: £271,362) was |
| paid/accrued, including amounts payable to related undertakings for the provision of key management personnel services. |
| Other related parties |
| 2025 | 2024 |
| £ | £ |
| Sales |
| Purchases | ( |
) | ( |
) |
| Recharges | 438,841 | - |
| Interest and facility fees | (86,733 | ) | (61,666 | ) |
| Amount due from related party |
| Amount due to related party | ( |
) | ( |
) |
| The company has in place short term drawdown loan facilities with related parties. The facilities are provided at arm's length under formal arrangements with normal market conditions. Interest is charged on funds drawn down at a rate of 4% per annum on amounts outstanding from time to time. |
| Other amounts due from/to related parties under common control are included within other debtors and other creditors respectively. Amounts owed are interest free and are repayable on demand. |