Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2022
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NFE 2226 UK LTD
COMPANY INFORMATION
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NFE 2226 UK LTD
CONTENTS
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NFE 2226 UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their Strategic Report on NFE 2226 UK Ltd (the "Company") for the year ended 31 December 2022.
The principal activity of the Company is that of a shipping company operating a liquefied natural gas carrier named the NFE Grand. The Company leases the vessel under a bareboat charter arrangement from NFE. The Company has operated under a long term time charter agreement with BG Group from January 2014.
On 15 August 2022, the Company terminated its time charter agreement.
The profit for the financial year amounted to $44,898 (2021: $31,808).
The directors do not recommend payment of a dividend for the year ended 31 December 2022 (2021: $Nil).
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.
The Company continued to operate its business under a long-term charter until 15 August 2022. On 15 August 2022, the Company terminated its time charter agreement. 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 2226 UK Ltd as a disponent owner.
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.
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.
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.
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NFE 2226 UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
This report was approved by the board and signed on its behalf.
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NFE 2226 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.
The directors who served during the year were:
As at 31 December 2022, the Company has net current liabilities of $649,927 (2021: $694,825). 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.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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NFE 2226 UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
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.
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.
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NFE 2226 UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE 2226 UK LTD
We have audited the financial statements of NFE 2226 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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
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NFE 2226 UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE 2226 UK LTD (CONTINUED)
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.
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.
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NFE 2226 UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE 2226 UK LTD (CONTINUED)
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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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.
for and on behalf of
Chartered Accountants and Statutory Auditor
2 Communications Road
Greenham Business Park
Newbury
RG19 6AB
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NFE 2226 UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
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NFE 2226 UK LTD
REGISTERED NUMBER: 05427166
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 13 form part of these financial statements.
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NFE 2226 UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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NFE 2226 UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
NFE 2226 UK Ltd (the "Company") is a shipping company which operated an LNG carrier named the NFE Grand. The Company leased the vessel under a bareboat charter arrangement from NFE LNG 2226 Corporation. The Company had operated under a long term charter agreement with BG Group from January 2014 until this was terminated in August 2022.
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, United Kingdom, SW1H 0BL.
2.Accounting policies
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:
As at 31 December 2022, the Company's total current liabilities were excess of total current assets by $649,927 (2021: $694,825). The Company's going concern assessment covers a period of 12 months from the date of authorisation 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.
Turnover generated from time charters, which we classify as an operating lease, is recorded over the term of the charter as service is provided net of value added tax and trade discounts. Repositioning fees received in respect of time charters are recognised at the end of the charter when the fee is 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.
When a vessel is "off-hire” i.e. not available for service, the charterer generally is not required to pay the hire rate and the Company is responsible for all costs. All turnover generated by NFE 2226 UK Ltd relates to charter hire income. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
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NFE 2226 UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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 director, separate disclosure is necessary to understand the effect of the transactions on the financial statements.
The whole of the turnover is attributable to the principal activity of the Company, which is operating as a lessor for the vessel the NFE Grand.
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NFE 2226 UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
From 15 August 2022, the Company’s immediate parent company is
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