Company registration number SC050468 (Scotland)
HIGHLAND-NORTH SEA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
HIGHLAND-NORTH SEA LIMITED
COMPANY INFORMATION
Directors
M C Davis
J M Hahn
(Appointed 1 January 2023)
W J Neeson III
(Appointed 1 January 2023)
Company number
SC050468
Registered office
Administration Building
Highland Deephaven Industrial Estate
Evanton
Dingwall
Ross-Shire
United Kingdom
IV16 9XP
Auditor
Azets Audit Services
10 Ardross Street
Inverness
United Kingdom
IV3 5NS
HIGHLAND-NORTH SEA LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
HIGHLAND-NORTH SEA LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
3
1,227,621
1,227,621
Current assets
Debtors
5
353,914
691,213
Cash at bank and in hand
255,368
693,408
609,282
1,384,621
Creditors: amounts falling due within one year
6
(230,216)
(234,382)
Net current assets
379,066
1,150,239
Net assets
1,606,687
2,377,860
Capital and reserves
Called up share capital
7
1,516,936
1,516,936
Capital redemption reserve
9
89,243
89,243
Profit and loss reserves
9
508
771,681
Total equity
1,606,687
2,377,860

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of Section 1A ‘Small Entities' of FRS 102.

The financial statements were approved by the board of directors and authorised for issue on 1 April 2024 and are signed on its behalf by:
J M Hahn
Director
Company Registration No. SC050468
HIGHLAND-NORTH SEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Highland-North Sea Limited is a private company limited by shares incorporated in Scotland. The registered office is Administration Building, Highland Deephaven Industrial Estate, Evanton, Dingwall, Ross-Shire, United Kingdom, IV16 9XP.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The company has sufficient financial resources to meet its day-to-day working capital requirements. The directors believe that the company is well placed to manage its business risks successfully and operate within the level of its current facilities.true

 

The company therefore continues to adopt the going concern basis in preparing its financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

HIGHLAND-NORTH SEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5
Cash and cash equivalents

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

1.6
Financial instruments

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

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

 

Dividends payable on equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

HIGHLAND-NORTH SEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.8
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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

 

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

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.11

Debtors

Short term debtors are measured at transaction price, less any impairment.

2
Employees

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

2023
2022
Number
Number
Total
3
4
HIGHLAND-NORTH SEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
3
Fixed asset investments
2023
2022
£
£
Investments
1,227,621
1,227,621
Movements in fixed asset investments
Investments in subsidiary
£
Cost or valuation
At 1 January 2023 & 31 December 2023
1,227,621
Carrying amount
At 31 December 2023
1,227,621
At 31 December 2022
1,227,621
4
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Highland Deephaven Limited
United Kingdom
Rental
Ordinary B Shares
72.97
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
353,914
691,213
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
108
-
0
Taxation and social security
209,103
227,223
Other creditors
21,005
7,159
230,216
234,382
HIGHLAND-NORTH SEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
7
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
440,000
440,000
440,000
440,000
B Ordinary shares of £1 each
186,250
186,250
186,250
186,250
626,250
626,250
626,250
626,250
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Non - cum redeemable preference shares of £1 each
890,686
890,686
890,686
890,686
Preference shares classified as equity
890,686
890,686
Total equity share capital
1,516,936
1,516,936

The 'A' ordinary shares and the 'B' ordinary shares are deemed to form separate classes of shares, these shares rank in all respects pari passu. The non-cumulative redeemable preference shares do not hold any voting rights. The voting rights are more particularly described in the articles of association.

8
Reserves

Capital redemption reserve

 

The capital redemption reserve relates to previous share capital buy backs.

 

Profit and loss account

 

The profit and loss account relates to the accumulated profits less dividends.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Allison Gibson.
The statutory auditor was Azets Audit Services.
HIGHLAND-NORTH SEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
10
Related party transactions

Highland Deephaven Limited

Subsidiary company

 

During the year management charges amounting to £120,440 (2022 - £143,044) were charged by Highland-North Sea Limited.

 

During the year Highland Deephaven Limited made payments to Highland-North Sea Limited totalling £744,279 (2022 - £36,327).

 

During the year Highland-North Sea Limited made payments to Highland Deephaven Limited of £171,540 (2022 - £233,547).

 

The amount due from the related party as at 31 December 2023 is £238,914 (2022 - £691,213). These transactions were under normal market conditions and there was no interest charged.

 

Highland Resources Incorporated

Ultimate parent company

 

During the year Highland Resources Incorporated paid expenses of £5,460 on behalf of Highland-North Sea Limited.

 

11
Parent company

The directors consider Highland Resources Incorporated to be the ultimate controlling party.

 

The address of the company's registered office is:

 

700 Milam Street #1250

Houston

TX 77002

USA

12
Non-audit services provided by auditor

In common with many businesses of our size and nature we use our auditor to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

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