Caseware UK (AP4) 2023.0.135 2023.0.135 2022-12-312022-12-31false02022-01-01falseNo description of principal activity0falsefalse 04679420 2022-01-01 2022-12-31 04679420 2021-01-01 2021-12-31 04679420 2022-12-31 04679420 2021-12-31 04679420 2021-01-01 04679420 2 2021-01-01 2021-12-31 04679420 d:Director1 2022-01-01 2022-12-31 04679420 d:Director1 2022-12-31 04679420 d:Director2 2022-01-01 2022-12-31 04679420 d:Director2 2022-12-31 04679420 d:Director3 2022-01-01 2022-12-31 04679420 d:Director3 2022-12-31 04679420 d:Director4 2022-01-01 2022-12-31 04679420 d:Director4 2022-12-31 04679420 d:Director5 2022-01-01 2022-12-31 04679420 d:Director5 2022-12-31 04679420 d:RegisteredOffice 2022-01-01 2022-12-31 04679420 e:CurrentFinancialInstruments 2022-12-31 04679420 e:CurrentFinancialInstruments 2021-12-31 04679420 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 04679420 e:CurrentFinancialInstruments e:WithinOneYear 2021-12-31 04679420 e:ReportableOperatingSegment1 2022-01-01 2022-12-31 04679420 e:ReportableOperatingSegment1 2021-01-01 2021-12-31 04679420 e:ReportableOperatingSegment2 2022-01-01 2022-12-31 04679420 e:ReportableOperatingSegment2 2021-01-01 2021-12-31 04679420 e:ShareCapital 2022-12-31 04679420 e:ShareCapital 2021-12-31 04679420 e:ShareCapital 2021-01-01 04679420 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 04679420 e:RetainedEarningsAccumulatedLosses 2022-12-31 04679420 e:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 04679420 e:RetainedEarningsAccumulatedLosses 2021-12-31 04679420 e:RetainedEarningsAccumulatedLosses 2021-01-01 04679420 e:RetainedEarningsAccumulatedLosses 2 2021-01-01 2021-12-31 04679420 d:FRS102 2022-01-01 2022-12-31 04679420 d:Audited 2022-01-01 2022-12-31 04679420 d:FullAccounts 2022-01-01 2022-12-31 04679420 d:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 04679420 2 2022-01-01 2022-12-31 04679420 f:PoundSterling 2022-01-01 2022-12-31 04679420 g:MarshallIslands 2022-01-01 2022-12-31 iso4217:GBP xbrli:pure

Registered number: 04679420










NFE FREEZE UK LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
NFE FREEZE UK LTD
 

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
04679420



Registered office
Suite 1
7th Floor

50 Broadway

London

SW1H 0BL




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

Greenham Business Park

Newbury

Berkshire

RG19 6AB





 
NFE FREEZE UK LTD
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17


 
NFE FREEZE UK LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their Strategic Report on NFE Freeze 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 Freeze, and (3) the Purchaser contributed the Golar Freeze 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 operating as a lessor for a liquefied natural gas carrier with regasification capability called the Golar Freeze. The Company leases the vessel under a bareboat charter arrangement from Golar Freeze Holding Corporation. 
On 15 April 2021, the Company entered into a novation agreement to the original Golar Freeze Charter whereby the Company, as the original charterer of the Golar Freeze, was replaced by NFE Transport Partners LLC, a wholly owned subsidiary of NFE. The novation agreement resulted in the derecognition of the net investment in leased vessel and completely discharged the Company from further performance and all other obligations and liabilities under the charter agreement.

Results and dividends
 
The profit for the financial year amounted to $27,979 (2021: Loss $35,442).
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. Following the novation of its initial charter and termination of its agreement upon the Transaction, the entity is expected to be non-trading until a suitable business opportunity is identified.
The Company continues to incur general and administrative overhead costs and will remain to do so until the future when the Company's ultimate parent may have open positions over certain of its vessels operating in the spot market, which may require the use of NFE Freeze UK Ltd as a disponent owner.

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 and 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.

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 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 as hire for the Company’s vessel is contractually required to be paid by the charterers in advance. The charterer’s contract contains rights under which the Company may cancel trading arrangements should non-payment occur.

Page 1

 
NFE FREEZE UK LTD
 

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

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 FREEZE UK LTD
 

 
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)

Going Concern

As at 31 December 2022, the Company has net current liabilities of $14,220,939 (2021: $14,248,918). 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.

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  year directors'  and officers' liability insurance in respect of itself and its directors.

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.

Page 3

 
NFE FREEZE UK LTD
 

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

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.

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.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A 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 4

 
NFE FREEZE UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE FREEZE UK LTD
 

Opinion


We have audited the financial statements of NFE Freeze UK Ltd (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 5

 
NFE FREEZE UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE FREEZE UK LTD (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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' report.


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 6

 
NFE FREEZE UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE FREEZE UK LTD (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
 
Chartered Accountants and Statutory Auditor
  
Greenham Business Park
Newbury
Berkshire
RG19 6AB

4 March 2024
Page 7

 
NFE FREEZE UK LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 3 
-
6,939,230

Cost of sales
  
-
(6,947,896)

Gross profit/(loss)
  
-
(8,666)

Administrative expenses
  
27,975
(33,637)

Other operating income
  
-
200,356

Operating profit
  
27,975
158,053

Interest receivable and similar income
  
4
113

Profit before tax
  
27,979
158,166

Tax on profit
  
-
(193,608)

Profit/(loss) for the financial year
  
27,979
(35,442)

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

The notes on pages 11 to 17 form part of these financial statements.

Page 8

 
NFE FREEZE UK LTD
REGISTERED NUMBER: 04679420

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 5 
613,378
23,111,055

Cash at bank and in hand
 6 
-
19,157

  
613,378
23,130,212

Creditors: amounts falling due within one year
 7 
(14,834,317)
(37,379,130)

Net current liabilities
  
 
 
(14,220,939)
 
 
(14,248,918)

Total assets less current liabilities
  
(14,220,939)
(14,248,918)

  

Net liabilities
  
(14,220,939)
(14,248,918)


Capital and reserves
  

Called up share capital 
  
1,600
1,600

Profit and loss account
  
(14,222,539)
(14,250,518)

  
(14,220,939)
(14,248,918)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 March 2024.




Kevin Kilcullen
Director

The notes on pages 11 to 17 form part of these financial statements.

Page 9

 
NFE FREEZE UK LTD
 

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
1,600
(12,378,309)
(12,376,709)



Loss for the year
-
(35,442)
(35,442)

Distribution of assets to NFE Transport Partners LLC
-
(1,836,767)
(1,836,767)



At 1 January 2022
1,600
(14,250,518)
(14,248,918)



Profit for the year
-
27,979
27,979


At 31 December 2022
1,600
(14,222,539)
(14,220,939)


The notes on pages 11 to 17 form part of these financial statements.

Page 10

 
NFE FREEZE UK LTD
 

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

1.


General information

NFE Freeze UK Ltd (the "Company"), is a shipping company which operated a liquefied natural gas carrier with regasification capability called the Golar Freeze, which the Company leased under a bareboat charter  arrangement  from  Golar  Freeze Holding Corporation. From January 2019, the Company commenced a new 15-year charter agreement ("the Golar Freeze Charter") with an energy and logistics company. On 15 April 2021, the Company entered into a novation agreement to the original Golar Freeze Charter whereby the Company, as the original charterer of the Golar Freeze, was replaced by NFE Transport Partners LLC, a wholly owned subsidiary of NFE. The novation agreement resulted in the derecognition of the net investment in leased vessel and completely discharged the Company from further performance and all other obligations and liabilities under the Golar Freeze Charter.

On 13 January 2021, the Company's former ultimate parent, Golar LNG Partners LP ("Golar Partners"), announced that it had entered into a definitive agreement and plan of a merger to sell 100% of its common units to New Fortress Energy Inc. and  certain of its subsidiaries (“NFE”). The transaction was completed on 15 April 2021, and concurrently, the ownership of the subsidiaries of Golar Partners (including the Company) was transferred to NFE on 15 August 2022 and on the same date the company was transferred to Energos and the company's ultimate parent became Energos Infrastructure ("Energos"). 

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, SWlH.

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 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 following principal accounting policies have been applied:

 
2.2

Going concern

As at 31 December 2022, the Company has net current liabilities of $14,220,939 (2021: $14,248,918). 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.

Page 11

 
NFE FREEZE UK LTD
 

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

2.Accounting policies (continued)

  
2.3

Lessor lease accounting versus revenue 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.

  
2.4

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 capitalised 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 12

 
NFE FREEZE UK LTD
 

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

2.Accounting policies (continued)

  
2.5

Time charter finance leases

On inception of a finance lease for which we are lessor, we de-recognise the related asset and  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 Loss. We allocate finance lease income to the Statement of Comprehensive Loss 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.

  
2.6

Time charter operating leases

Revenues include fixed minimum lease payments under time charters and fees for repositioning vessels.  Revenues  generated from time charters, which we classify as operating leases, are recorded over the term of the charter on a straight-line basis as service is provided and is included in "Turnover" in our Statement of Comprehensive Loss.

Repositioning fees (included in time charter revenues) received in respect of time charters are recognised  at the end  of the charter when the fee becomes fixed and determinable. However, where there is a fixed amount specified in the charter, which is not dependent upon redelivery location, the fee will be recognised evenly over the term of the charter.

  
2.7

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 Loss 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.

  
2.8

Lessee operating leases

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 Loss in the "Cost of sales" line itém on a straight-line basis over the lease term.

  
2.9

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.

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NFE FREEZE UK LTD
 

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

2.Accounting policies (continued)

 
2.10

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.

 
2.11

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.

 
2.12

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying
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NFE FREEZE UK LTD
 

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

2.Accounting policies (continued)


2.12
Financial instruments (continued)

amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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

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NFE FREEZE UK LTD
 

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

2.Accounting policies (continued)

 
2.13

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

 
2.14

Interest income

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

 
2.15

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.

  
2.16

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.


Turnover

An analysis of turnover by class of business is as follows:


2022
2021
£
£

Time charter finance lease
-
4,514,135

Operating and service revenue
-
2,425,095

-
6,939,230


Page 16

 
NFE FREEZE UK LTD
 

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

4.


Employees

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

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


5.


Debtors

2022
2021
£
£


Amounts owed by group undertakings
217,372
1,290,605

Amounts owed by related parties
-
21,664,334

Other debtors
396,006
34,769

Prepayments and accrued income
-
121,347

613,378
23,111,055



6.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
-
19,157

-
19,157



7.


Creditors: Amounts falling due within one year

2022
2021
£
£

Trade creditors
1,077
605,261

Amounts owed to group undertakings
13,452,387
14,338,950

Corporation tax
79,465
1,514,471

Other creditors
1,292,423
20,229,329

Accruals and deferred income
8,965
691,119

14,834,317
37,379,130



8.


Controlling party

Effective on the closing date of the Vessel Financing Transaction on 15 August 2022, the Company’s immediate parent company is Energos Freeze Parent Corp. 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 17