Well Services Group Holdings (UK) Limited
Registered number: 10537799
Annual report and
financial statements
For the year ended 31 December 2022
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
COMPANY INFORMATION
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D M Fenoughty (appointed 27 February 2023)
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S P Jones (appointed 27 February 2023)
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A Burrell (appointed 9 May 2023)
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G Prins (appointed 9 May 2023)
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
CONTENTS
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The Directors present their strategic report for the year ended 31 December 2022.
Well Services Group Holdings (UK) Limited ("the Company") and its subsidiaries principal activity continues to be that of the provision of pipeline and process services and valve repairs in the gas and oil industry. The Company's principal activity is a holding company.
Principal risks and uncertainties
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Being a holding company, there are minimal risks and uncertainties faced by the Company.
Key performance indicators
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Being a non-trading Company holding investments in subsidiaries, the directors consider that there are no key performance indicators for the Company as an individual entity but instead consider it as part of their analysis of operating companies in the wider Group.
This report was approved by the board on 28 September 2023 and signed on its behalf.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙make judgments 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 to 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.
The directors who served during the year were:
G E Turner (resigned 27 February 2023)
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These financial statements have been prepared on a going concern basis. The directors acknowledge that the Company owns 2 subsidiaries with current liabilities and net liabilities and is in a position of net liabilities of £159k (2021: £159k) at the year end. In addition, the Company's subsidiaries are dependent on the financial support of its ultimate parent company, Well Services BV, and on the invoice financing facility in order to meet their financial liabilities as they fall due. The directors have obtained confirmation of financial and other support for a period of no less than twelve months from the date of signing these financial statements from the ultimate parent company.
Accordingly, the directors have a reasonable expectation that the company will continue in operational existence and thus they adopt the going concern basis of accounting in preparing the financial statements.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Economic impacts of global events
UK businesses are currently facing many uncertainties such as the consequences of Brexit, Covid 19, environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
Well Services Group Holdings (UK) Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
This report was approved by the board on 28 September 2023 and signed on its behalf.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF WELL SERVICES GROUP HOLDINGS (UK) LIMITED FOR THE YEAR ENDED 31 DECEMBER 2022
In accordance with our engagement letter and in order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of the Company for the year ended 31 December 2022 which comprise the Income statement, the Statement of financial position, the Statement of changes in equity and the related notes from the Company's accounting records and from information and explanations you have given to us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/en/members/regulations-standards-and-guidance/.
Respective responsibilities of directors and accountants
You have acknowledged on the balance sheet for the year ended 31 December 2022 your duty to ensure that the Company has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the Company's assets, liabilities, financial position and profit or loss. You consider that the Company is exempt from the statutory requirement for an audit for the year.
This report is made solely to the Board of directors of Well Services Group Holdings (UK) Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of the Company and state those matters that we have agreed to state to the Board of directors, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept nor assume responsibility to anyone other than the Company and its Board of directors, as a body, for our work or for this report.
We have not been instructed to carry out an audit or review of the financial statements of Well Services Group Holdings (UK) Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.
Mazars LLP
Chartered Accountants
5th Floor
3 Wellington Place
Leeds
LS1 4AP
28 September 2023
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company has not traded during the year. During this period, the Company received no income and incurred no expenditure and therefore made neither profit or loss.
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The notes on pages 8 to 12 form part of these financial statements.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
REGISTERED NUMBER: 10537799
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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For the year ended 31 December 2022 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.
The members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 September 2023.
The notes on pages 8 to 12 form part of these financial statements.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Comprehensive income for the year
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Total comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 8 to 12 form part of these financial statements.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Well Services Group Limited is a private company limited by shares incorporated in the United Kingdom. The company’s registered number is 10537799. The address of its registered office is Unit B, Rosie Road, Normanton, West Yorkshire, WF6 1ZB.
The principal activity of the Company is that of a holding company.
The financial statements have been presented in Pound Sterling as this is currency of the primary economic environment in which the company operates and is rounded to the nearest pound.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Well Services BV as at 31 December 2022 and these financial statements may be obtained from Phileas Foggstraat 65, Emmen, 7825 AL, Netherlands.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
These financial statements have been prepared on a going concern basis. The directors acknowledge that the Company owns 2 subsidiaries with current liabilities and net liabilities and is in a position of net liabilities of £159k (2021: £159k) at the year end. In addition, the Company's subsidiaries are dependent on the financial support of its ultimate parent company, Well Services BV, and on the invoice financing facility in order to meet their financial liabilities as they fall due. The directors have obtained confirmation of financial and other support for a period of no less than twelve months from the date of signing these financial statements from the ultimate parent company.
Accordingly, the directors have a reasonable expectation that the company will continue in operational existence and thus they adopt the going concern basis of accounting in preparing the financial statements.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income statement.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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 simultaneously.
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The Company has no employees other than the directors, who did not receive any remuneration (2021 - £NIL).
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Investments in subsidiary companies
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At 1 January 2022 (as previously stated)
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At 1 January 2022 (as restated)
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The following were subsidiary undertakings of the Company:
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Unit B, Rosie Road, Normanton, West Yorkshire, United Kingdom, WF6 1ZB
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WSG Industrial Services UK Limited
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Unit B, Rosie Road, Normanton, West Yorkshire, United Kingdom, WF6 1ZB
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Due after more than one year
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Amounts owed by group undertakings
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are interest free and repayable on demand.
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WELL SERVICES GROUP HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Allotted, called up and fully paid
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100 (2021 - 100) Ordinary shares of £0.01 each
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Profit & loss account
This reserve includes the cumulative profits or losses less dividends.
The value of investments in the prior year has been uplifted by a sum of £1 to correctly represent the book value of omitted shareholdings in subsidiary entities. There is no impact on reserves with the corresponding credit applied to the intercompany balance.
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Related party transactions
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During the year, the Company had loan accounts with entities under common control.
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Amount owed by subsidiary undertakings
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Amounts owed to parent undertakings
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The immediate parent undertaking is PNS Holdings B.V., a company registered in The Netherlands, by virtue of its majority shareholding.
The ultimate parent company and the smallest and largest group to consolidate these financial statements is Well Services BV, a company registered in The Netherlands. Copies of the Well Services BV consolidated financial statements can be obtained from the Company Secretary at Phileas Foggstraat 65, Emmen, 7825 AL, Netherlands.
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