Caseware UK (AP4) 2023.0.135 2023.0.135 2022-12-312022-12-31falsetruetruetruetruetruefalseNo description of principal activity2022-01-0100truefalse 10927893 2022-01-01 2022-12-31 10927893 2021-01-01 2021-12-31 10927893 2022-12-31 10927893 2021-12-31 10927893 2021-01-01 10927893 c:Director1 2022-01-01 2022-12-31 10927893 c:Director1 2022-12-31 10927893 c:Director2 2022-01-01 2022-12-31 10927893 c:Director2 2022-12-31 10927893 c:Director3 2022-01-01 2022-12-31 10927893 c:Director3 2022-12-31 10927893 c:Director4 2022-01-01 2022-12-31 10927893 c:Director4 2022-12-31 10927893 c:Director5 2022-01-01 2022-12-31 10927893 c:Director5 2022-12-31 10927893 c:RegisteredOffice 2022-01-01 2022-12-31 10927893 d:CurrentFinancialInstruments 2022-12-31 10927893 d:CurrentFinancialInstruments 2021-12-31 10927893 d:Non-currentFinancialInstruments 2022-12-31 10927893 d:Non-currentFinancialInstruments 2021-12-31 10927893 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 10927893 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 10927893 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 10927893 d:Non-currentFinancialInstruments d:AfterOneYear 2021-12-31 10927893 d:UKTax 2022-01-01 2022-12-31 10927893 d:UKTax 2021-01-01 2021-12-31 10927893 d:ForeignTax 2022-01-01 2022-12-31 10927893 d:ForeignTax 2021-01-01 2021-12-31 10927893 d:ShareCapital 2022-12-31 10927893 d:ShareCapital 2021-12-31 10927893 d:ShareCapital 2021-01-01 10927893 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 10927893 d:RetainedEarningsAccumulatedLosses 2022-12-31 10927893 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 10927893 d:RetainedEarningsAccumulatedLosses 2021-12-31 10927893 d:RetainedEarningsAccumulatedLosses 2021-01-01 10927893 c:OrdinaryShareClass1 2022-01-01 2022-12-31 10927893 c:OrdinaryShareClass1 2022-12-31 10927893 c:OrdinaryShareClass1 2021-12-31 10927893 c:FRS102 2022-01-01 2022-12-31 10927893 c:Audited 2022-01-01 2022-12-31 10927893 c:FullAccounts 2022-01-01 2022-12-31 10927893 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 10927893 d:HirePurchaseContracts d:WithinOneYear 2022-12-31 10927893 d:HirePurchaseContracts d:WithinOneYear 2021-12-31 10927893 d:HirePurchaseContracts d:BetweenOneFiveYears 2022-12-31 10927893 d:HirePurchaseContracts d:BetweenOneFiveYears 2021-12-31 10927893 d:HirePurchaseContracts d:MoreThanFiveYears 2022-12-31 10927893 d:HirePurchaseContracts d:MoreThanFiveYears 2021-12-31 10927893 2 2022-01-01 2022-12-31 10927893 e:USDollar 2022-01-01 2022-12-31 10927893 f:MarshallIslands 2022-01-01 2022-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 10927893










NFE NANOOK UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
NFE NANOOK UK LIMITED
 

COMPANY INFORMATION


Directors
Kevin Kilcullen (appointed 15 August 2022)
Arthur Regan (appointed 15 August 2022)
Christopher Guinta (resigned 15 August 2022)
Cameron MacDougall (resigned 15 August 2022)
Brannen McElmurray (resigned 15 August 2022)




Registered number
10927893



Registered office
Suite 1
7th Floor

50 Broadway

London

SW1H 0BL




Independent auditors
James Cowper Kreston Audit

2 Communications Road

Greenham Business Park

Newbury

Berkshire

RG19 6AB





 
NFE NANOOK UK LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditors' report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22


 
NFE NANOOK UK LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their strategic report on NFE Nanook UK Ltd (the "Company") for the year ended 31 December 2022.
On 15 August 2022, certain affiliates of New Fortress Energy Inc. (“NFE” or collectively, the "Sellers") closed a sales and financing transaction (the “Transaction”) with AP Neptune Holdings Ltd. ("Purchaser"), which is affiliated with certain funds or investment vehicles managed by affiliates of Apollo Global Management Inc., pursuant to which (1) the Sellers and the Purchaser formed a joint venture, Energos Infrastructure ("Energos"), (2) the Sellers agreed to sell to the Purchaser the Golar Nanook, and (3) the Purchaser contributed the Golar Nanook to Energos. Concurrent with closing the transaction, the ownership of the subsidiaries of Golar LNG Partners LP (including the Company) was transferred to Energos, which is now effectively the Company's new ultimate parent.

Principal activity
 
The principal activity of the Company is that of a chartering company that charters the floating storage and regasification unit called the Golar Nanook. The Company entered into a bareboat charter agreement with Golar FSRU8 Corporation in 2018. The Company was subsequently able to enter into a long-term charter contract with Centrais Eletricas de Sergipe S.A. ("CELSE") which commenced in May 2019. CELSE is a company that operates a combined cycle power plant in Brazil and delivers power to 26 committed off-takers for 25 years following completion of its construction in March 2020 in accordance with previously executed Power Purchase Agreement contract awarded by the Brazilian Government in 2015. In March 2020, the Golar Nanook commenced its 25-year charter with CELSE under a sales-type finance lease. During the year ended 31 December 2021 the Company changed its name to NFE Nanook UK LTD.

Results and dividends
 
The profit for the financial year amounted to $896,671 (2021: $660,043).
The directors do not recommend payment of a dividend for the year ended 31 December 2022 (2021: $Nil).
Review of business and future developments
The results for the year and financial position at the end of the year were considered in line with the expectations and satisfaction of the directors. The directors do not foresee any changes in the Company’s principal activity in the future.
In connection with the Transaction, the Company continues to operate its vessel successfully under a long-term charter.

Directors' statement of compliance with duty to promote the success of the Group
 
In accordance with Section 172(1) (a) to (f) of the Companies Act 2006, the Company's directors consider, both individually and collectively, that they have acted in a way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole. This duty has been central to the decision-making processes and outcomes over many years. In performing their duties during the year the directors have had regard to the need to act fairly as between members of the Company. In order to achieve this the directors receive information to enable them to consider the impact of the Company's decisions on its key stakeholders and acknowledge that not every decision will result in a positive outcome for all of our stakeholders. By considering the Company's values, vision and strategy, the directors do however aim to balance different interests of our stakeholders. Further details of engagement with suppliers, customers and others can be found in the Directors Report.  

Principal risks and uncertainties
 
As of 31 December 2022, the Company is a wholly-owned subsidiary of Energos, which is the Company’s new ultimate undertaking and controlling party, is an overseas company incorporated in the Marshall Islands. As of 31 December 2022, risks are principally managed by Energos for the group as a whole. The principal risks and uncertainties of Energos are discussed in its annual report and financial statements.

Page 1

 
NFE NANOOK UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Financial instrument risk
 
The Company monitors cash flow as part of the day to day controls. The Company's exposure to foreign exchange risk is limited to a small number of overseas suppliers, which the Company does not hedge against. The majority of the Company’s revenue and expenses are in the same currency, i.e. the US dollar. There is no material exposure in respect of trade and other receivables, as is typical in the shipping industry hire for the Company’s vessel is contractually required to be paid by the charterers in advance. The charterer’s contract contain rights under which the Company may cancel trading arrangements should non-payment occur.

Financial key performance indicators
 
The operations of the Company are managed on a group basis by the Company's ultimate parent, which prior to the Transaction was NFE.  Subsequently to the completion of the Transaction, financial Key Performance Indicators ("KPIs") are managed by the new ultimate parent, Energos.  For this reason, the Company's directors believe that an analysis using KPIs for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the group is discussed in the group's annual report.


This report was approved by the board and signed on its behalf.



Kevin Kilcullen
Director

Date: 1 March 2024

Page 2

 
NFE NANOOK 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

The directors who served during the year were:

Kevin Kilcullen (appointed 15 August 2022)
Arthur Regan (appointed 15 August 2022)
Christopher Guinta (resigned 15 August 2022)
Cameron MacDougall (resigned 15 August 2022)
Brannen McElmurray (resigned 15 August 2022)

Directors' responsibilities statement

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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 2006They 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.

Going Concern

As at 31 December 2022, the Company has net current liabilities of $11,799,452. (2021: $5,003,633). The Company's going concern assessment covers a period of 12 months from the date of authorization of these financial statements. The ability of the Company to continue as a going concern is dependent upon the continued financial support from the new ultimate parent undertaking, Energos. Energos has committed to provide continuing financial support for the Company to enable the Company to meet its future liabilities as and when they fall due. This support has been confirmed to the Company through a letter of financial support. As such, the financial statements have been prepared on a going concern basis. 

Results and dividends

The profit for the year, after taxation, amounted to $896,671 (2021 : $660,043).

Future developments

The Company plans to continue to operate under the charter agreement for the foreseeable future. 

Page 3

 
NFE NANOOK UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Engagement with suppliers, customers and others

The company engages with a number of different stakeholder groups and further details are set out below:
Shareholder
The Company's policies, procedures and governance are managed in line with those of Energos. Adhering to the group's policies, procedures and governance ensures that the business continues to be successful in the long term. Energos' board of directors is responsible for developing a corporate culture which promotes integrity and transparency, and has set a clearly articulated "zero tolerance" approach to bribery, corruption and other ethical standards enshrined in the group's Code of Ethics. It has established comprehensive systems of corporate governance and approves policies and procedures which promote corporate responsibility and ethical behaviour. The impact of this engagement with the shareholder is that value is generated for our shareholder by supporting the overall group to deliver on the business plan. 
Suppliers
Our suppliers are important to our business. We are continually striving to build better relationships with our suppliers, pay them on agreed terms and a be a collaborative and responsive partner. The information we get from our suppliers inform the decisions we make regarding our supply chain. 
Customers
Our customers are central to our business. During the year, we continued to engage with our customers through regular meetings. This allowed us to gain insights into how we can improve on the service we provide.
Communities and Environment
We have a responsibility to work to reduce our impact on the environment and build positive relations with the communities in which we operate. In order to address this, presentations on environmental issues are delivered to the workforce using a combination of internal and external speakers. As a result the workforce have greater awareness of how they can contribute to the environment by making small changes to working patterns and practices. 

Qualifying third party indemnity provisions

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial period Directors' and Officers' liability insurance in respect of itself and its directors.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Page 4

 
NFE NANOOK UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Auditors

The auditors, James Cowper Kreston Audit, were appointed as auditors on 13 October 2023 and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Kevin Kilcullen
Director

Date: 1 March 2024

Page 5

 
NFE NANOOK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE NANOOK UK LIMITED
 

Opinion


We have audited the financial statements of NFE Nanook UK Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 December 2022 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 
NFE NANOOK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE NANOOK UK LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report 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 Directors' report.


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


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 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
NFE NANOOK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE NANOOK UK LIMITED (CONTINUED)


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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of noncompliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


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 Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jonathan Baillie BA (Hons) FCCA ACA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
2 Communications Road
Greenham Business Park
Newbury
Berkshire
RG19 6AB

4 March 2024
Page 8

 
NFE NANOOK UK LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
$
$

  

Turnover
 4 
53,787,540
50,603,594

Cost of sales
  
(50,847,241)
(47,837,542)

Gross profit
  
2,940,299
2,766,052

Administrative expenses
  
(24,011)
(7,543)

Operating profit
 5 
2,916,288
2,758,509

Interest receivable and similar income
 7 
8,489
280

Other finance income
  
-
70,060

Profit before tax
  
2,924,777
2,828,849

Tax on profit
 8 
(2,028,106)
(2,168,806)

Profit for the financial year
  
896,671
660,043

There was no other comprehensive income for 2022 (2021:$NIL).

The notes on pages 12 to 22 form part of these financial statements.

Page 9

 
NFE NANOOK UK LIMITED
REGISTERED NUMBER: 10927893

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
                                                                   Note
$
$

Fixed assets
  

Net investment in finance lease
  
312,420,497
309,680,489

  
312,420,497
309,680,489

Current assets
  

Debtors: amounts falling due after more than one year
 10 
-
1,289

Debtors: amounts falling due within one year
 10 
114,959,884
75,786,512

Cash at bank and in hand
 11 
751,903
11,943

  
115,711,787
75,799,744

Creditors: amounts falling due within one year
 12 
(127,511,239)
(80,803,377)

Net current liabilities
  
 
 
(11,799,452)
 
 
(5,003,633)

Total assets less current liabilities
  
300,621,045
304,676,856

Creditors: amounts falling due after more than one year
 13 
(302,202,649)
(307,155,131)

  

Net liabilities
  
(1,581,604)
(2,478,275)


Capital and reserves
  

Called up share capital 
 15 
1,289
1,289

Profit and loss account
 16 
(1,582,893)
(2,479,564)

  
(1,581,604)
(2,478,275)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Kevin Kilcullen
Director

Date: 1 March 2024

The notes on pages 12 to 22 form part of these financial statements.

Page 10

 
NFE NANOOK UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

$
$
$


At 1 January 2021
1,289
(3,139,607)
(3,138,318)



Profit for the year
-
660,043
660,043



At 1 January 2022
1,289
(2,479,564)
(2,478,275)



Profit for the year
-
896,671
896,671


At 31 December 2022
1,289
(1,582,893)
(1,581,604)


The notes on pages 12 to 22 form part of these financial statements.

Page 11

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

NFE Nanook UK Limited (the "Company") is a shipping company chartering a floating storage and regasification unit called the Golar Nanook. The Company has a bareboat charter arrangement with Golar FSRU8 Corporation allowing the Company to enter into a long-term charter with Centrais Eletricas de Sergipe S.A. ("CELSE") which commenced in May 2019. CELSE is a company that operates a combined cycle power plant in Brazil and delivers power to 26 committed off- takers for 25 years following completion of its construction in March 2020 in accordance with previously executed Power Purchase Agreement contract awarded by the Brazilian Government in 2015. In March 2020, the Golar Nanook commenced its 25-year charter with CELSE under a sales-type lease.

The Company is a private company limited by shares and is incorporated and domiciled in England and Wales. The address of its registered office is: Suite 1, 7th Floor, 50 Broadway, London,SW1H 0BL.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

As at 31 December 2022, the Company's total current liabilities were excess of total current assets by $11,799,452 (2021: net current liabilities of $5,003,633). The Company's going concern assessment covers a period of 12 months from the date of authorization of these financial statements and considers the financial support from the ultimate parent undertaking to satisfy the anticipated working capital requirements of the Company. The ability of the Company to continue as a going concern is dependent upon the continued financial support from the ultimate parent entity. Energos has committed to provide continuing financial support to the Company to enable the Company to meet its future liabilities as and when they fall due. This support has been confirmed to the Company through a letter of financial support. As such, the financial statements have been prepared on a going concern basis.

Page 12

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

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 Energos Infrastructure Holdings Finance LLC as at 31 December 2022 and these financial statements may be obtained from Energos Infrastructure Holdings Finance LLC.

 
2.4

Operating leases: the Company as lessee

Arrangements that do not transfer substantially all risks and rewards of ownership are classified as operating leases. For such leases, rentals are charged to the Statement of Comprehensive Income in the "Cost of sales" line item on a straight-line basis over the lease term.

  
2.5

Subleases

Where the vessel in a head lease is sub leased to a third party these are considered to be separate contracts and there is no off-set between the statement of financial position lease receivable and lease liability. Where the head lease and sublease are finance leases, the right-of-use asset is de-recognised on commencement of the sublease finance lease.

 
2.6

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 13

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.7

Lease accounting

Contracts relating to our vessel can take the form of an operating lease, finance lease and operating and services agreement. Although the substance of these contracts are similar, the accounting treatment varies. To determine whether a contract conveys a lease agreement for a period of time, we assess whether, throughout the period of use, the customer has both of the following:
•  fulfillment of the arrangement is dependent on the use of a specific asset or assets; and
•  the right to direct the use of that identified asset.
If a contract relating to an asset fails to give the customer both of the above rights, we account for the agreement as a revenue contract. A contract relating to an asset will generally be accounted for as a revenue contract if the customer does not contract for substantially all of the capacity of the asset (i.e. another third party could contract for a meaningful amount of the asset capacity).
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. Otherwise it is classed as an operating lease.
Where we provide services unrelated to an asset contract, such as operating and service agreement, we account for the services as a revenue contract. The company recognises revenue on these service as the service is performed over the charter term. Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes.

  
2.8

Lessor lease accounting

In making the classification assessment, we estimate the residual value of the underlying asset at the end of the lease term with reference to broker valuations. None of our lease contracts contain residual value guarantees and purchase options. Agreements with renewal and termination options in the control of the lessee are included together with the non-cancellable contract period in the lease term when “reasonably certain” to be exercised or if controlled by the lessor. The determination of reasonably certain depends on whether the lessee has an economic incentive to exercise the option. Generally, lease accounting commences when the asset is made available to the customer, however, where the contract contains specific customer acceptance testing conditions, lease accounting will not commence until the asset has successfully passed the acceptance test. We assess a lease under the modification guidance when there is change to the terms and conditions of the contract that results in a change in the scope or the consideration of the lease.
Costs directly associated with the execution of the lease or costs incurred after lease inception or the execution of the contract but prior to the commencement of the lease that directly relate to preparing the asset for the lease (i.e. bunker costs), are capitalized and amortised to the statement of comprehensive income over the lease term. We also defer upfront revenue payments (i.e. repositioning fees) to the statement of financial position and amortise to the statement of comprehensive income over the lease term.

Page 14

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.9

Time charter finance leases

On inception of a finance lease for which we are lessor, we record a financial receivable - "Net investment in leased vessel” on our statement of financial position. The net investment in leased vessel represents the aggregate of the minimum lease payments receivable by the lessor under a finance lease; and any unguaranteed residual value accruing to the lessor, discounted at the rate implicit in the lease. Gains and losses on recognition of the Net Investment in leased vessel are determined by comparing the net investment in leased vessel with the carrying amount of the right-of-use asset and any related tangible asset. This is recognised within 'other non-operating income' in the Statement of Comprehensive Income. We allocate finance lease income to the Statement of Comprehensive Income in the "Turnover” line item to reflect a constant periodic rate of return on our finance lease investment, with payments apportioned between capital repayment and finance charge.

  
2.10

Lessee finance leases

Lease arrangements that transfer substantially all risks and rewards of the asset leased out are classified as finance leases. Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum fixed leased payments calculated using the interest rate implicit in the lease. Variable payments are recognised as incurred. Where the implicit rate cannot be determined, the group’s incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset.
The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are presented in "Cost of sales" line item in the Statement of Comprehensive Income and are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

 
2.11

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.12

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

 
2.13

Debtors

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.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 15

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.15

Creditors

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.

 
2.16

Financial instruments

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 16

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.17

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

  
2.18

Related party transactions

The Company discloses transactions with related parties which are not wholly owned within the same Group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the financial statements.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
In the process of applying the Company’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements:
Judgments around back-to-back finance lease arrangements
The Company has entered in to back-to-back finance leases in relation to the vessel Golar Nanook. Based on facts and circumstances, management applied judgment in evaluating the most appropriate accounting treatment depicting this transaction in the entity’s financial statements. In its assessment, management has considered the exposure to credit risk with its counterparty, indemnifications in respect of the bareboat charter and the additional services provided in respect of the vessel. It concluded that head-lease and sub-lease entered into had to be accounted for separately, although entered into at or near the same and in contemplation of each other. 
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Estimation of lease obligation
Estimating the lease obligation requires determining the minimum lease payments payable under the lease arrangement. Lease payments to the Golar FSRU 8 Corporation are impacted by the operating costs incurred by the entity. Management has made assumptions to determine the reasonable operating costs expected to be incurred, and computed the minimum lease payments to be made across the lease period.

Page 17

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Turnover

The whole of the turnover is attributable to the principal activity of the Company, which is operating as a lessor for the vessel the Golar Nanook.
In 2022 and 2021, all turnover is derived from the operation of Golar Nanook, which is on charter with Centrais Eletricas de Sergipe S.A. ("CELSE"). CELSE is a project company that operates a combined cycle power plant in Brazil and delivers power to 26 committed off-takers for 25 years following completion of its construction in March 2020 in accordance with previously executed Power Purchase Agreement contract awarded by the Brazilian Government in 2015.


5.


Operating profit

The operating profit is stated after charging:

2022
2021
$
$

Finance lease interest expense
53,787,540
39,504,788

Variable finance lease expense
6,837,675
3,643,375

Fees payable to the Company's auditor for the audit of the Company's annual financial statements
13,000
6,776

Finance lease interest expense, which is presented under Cost of sales on our Statement of Comprehensive Income, relates to our lease of the Golar Nanook under a bareboat charter arrangement with Golar FSRU8 Corporation.


6.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2021 - $NIL).

The company outsources all manning requirements to third party crewing agents.


7.


Interest receivable

2022
2021
$
$


Other interest receivable
8,489
280

8,489
280

Page 18

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Taxation


2022
2021
$
$

Corporation tax


Current tax on profits for the year
(310,206)
(91,983)


Foreign tax on income for the year
2,338,312
2,260,789

Total current tax
2,028,106
2,168,806

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
$
$


Profit on ordinary activities before tax
2,924,777
2,828,849


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
555,708
537,481

Effects of:


Income not taxable for tax purposes
(865,914)
(537,427)

Adjustments to tax charge in respect of prior periods - current tax
-
(92,037)

Overseas tax difference
2,338,312
2,260,789

Total tax charge for the year
2,028,106
2,168,806


Factors that may affect future tax charges

In the Spring Budget 2021, the Government announced that from 1 April 2023 the main corporation tax
rate will increase to 25%.

Page 19

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Net Investment in Leased Asset

On 31 March 2020 following the commencement of the Sergipe power plant operations by the charterer, the Golar Nanook commenced its sales-type finance lease. The commencement of the lease results in the recognition of the net investment in leased asset (consisting of the present value of the future lease receivables). 
The following table lists the components of our net investment in leased vessel and the maturity profile of the undiscounted lease asset:

2022
$

Year ending 31 December


2023
48,482,479

2024
49,306,728

2025
49,875,032

2026
50,587,426

2027 and thereafter
1,046,547,500

Total minimum lease receivable
1,244,799,165


Less: unearned interest income
(932,378,668)

Net investment in leased vessel
312,420,497


10.


Debtors

2022
2021
$
$

Due after more than one year

Other debtors
-
1,289

-
1,289


Debtors falling due after more than one year represents $1,289 of unpaid capital from LNG Power Limited.

2022
2021
$
$

Due within one year

Amounts owed by group undertakings
18,360,081
71,761,077

Other debtors
96,150,810
3,949,984

Prepayments and accrued income
133,771
75,451

Tax recoverable
315,222
-

114,959,884
75,786,512


Page 20

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Cash and cash equivalents

2022
2021
$
$

Cash at bank and in hand
751,903
11,943

751,903
11,943



12.


Creditors: Amounts falling due within one year

2022
2021
$
$

Trade creditors
125,198
89,192

Amounts owed to group undertakings
124,122,533
80,085,920

Obligations under finance lease contracts
2,554,674
-

Other creditors
37,402
-

Accruals and deferred income
671,432
628,265

127,511,239
80,803,377


For years ended 31 December 2022 and 2021, deferred revenue relates to the current portion of pre-commissioning revenue under Golar Nanook's charter agreement with CELSE.


13.


Creditors: Amounts falling due after more than one year

2022
2021
$
$

Net obligations under finance leases and hire purchase contracts
299,011,908
303,812,450

Accruals and deferred income
3,190,741
3,342,681

302,202,649
307,155,131


Deferred income relates to the deferred positioning fee related to the Golar Nanook, released over the lease term of 25 years which commenced on 31 March 2020.

Page 21

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Finance leases

Minimum lease payments under finance leases fall due as follows:


2022
2021
$
$


Within one year
41,479,177
41,479,177

Between 1-5 years
166,030,350
166,030,350

Over 5 years
705,714,220
747,193,398

Total minimum lease payable
913,223,747
954,702,925



Less: finance charges allocated to future periods
(611,657,166)
(650,890,475)

Obligation under finance lease
301,566,581
303,812,450

The Company leases the vessel, Golar Nanook, through a bareboat charter arrangement from Golar FSRU8 Corporation.
The future minimum lease payables are dependent on the estimated operating costs incurred by the Company. Differences between the estimated lease obligation and the actual is charged to "Cost of sales" line item in the Statement of Comprehensive Income as a variable finance lease expense.


15.


Share capital

2022
2021
$
$
Allotted, called up and fully paid



1,000 (2021 - 1,000) Ordinary Shares shares of £1.000 each
1,289
1,289



16.


Reserves

Profit and loss account

The profit and loss reserve represents cumulative losses incurred.


17.


Controlling party

Effective on the closing date of the Vessel Financing Transaction on 15 August 2022, the Company’s immediate is Energos Infrastructure Holdings Finance LLC and the ultimate parent undertaking and controlling party is Energos Infrastructure Holdings LLC. Both companies are Marshall Islands Limited Liability Companies formed on 20 June 2022, registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Island MH96960.

Page 22