Caseware UK (AP4) 2023.0.135 2023.0.135 2022-12-312022-12-310false2022-01-01falseNFE 2226 UK Ltd (the "Company") is a shipping company operating a LNG carrier named the Golar Grand. The Company leases 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 2014.0falsefalse 05427166 2022-01-01 2022-12-31 05427166 2021-01-01 2021-12-31 05427166 2022-12-31 05427166 2021-12-31 05427166 2021-01-01 05427166 c:Director1 2022-01-01 2022-12-31 05427166 c:Director1 2022-12-31 05427166 c:Director2 2022-01-01 2022-12-31 05427166 c:Director2 2022-12-31 05427166 c:Director3 2022-01-01 2022-12-31 05427166 c:Director3 2022-12-31 05427166 c:Director4 2022-01-01 2022-12-31 05427166 c:Director4 2022-12-31 05427166 c:Director5 2022-01-01 2022-12-31 05427166 c:Director5 2022-12-31 05427166 c:RegisteredOffice 2022-01-01 2022-12-31 05427166 d:CurrentFinancialInstruments 2022-12-31 05427166 d:CurrentFinancialInstruments 2021-12-31 05427166 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 05427166 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 05427166 d:ShareCapital 2022-12-31 05427166 d:ShareCapital 2021-12-31 05427166 d:ShareCapital 2021-01-01 05427166 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 05427166 d:RetainedEarningsAccumulatedLosses 2022-12-31 05427166 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 05427166 d:RetainedEarningsAccumulatedLosses 2021-12-31 05427166 d:RetainedEarningsAccumulatedLosses 2021-01-01 05427166 c:FRS102 2022-01-01 2022-12-31 05427166 c:Audited 2022-01-01 2022-12-31 05427166 c:FullAccounts 2022-01-01 2022-12-31 05427166 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 05427166 e:USDollar 2022-01-01 2022-12-31 05427166 f:MarshallIslands 2022-01-01 2022-12-31 iso4217:GBP xbrli:pure

Registered number: 05427166










NFE 2226 UK LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
NFE 2226 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
05427166



Registered office
Suite 1
7th Floor

50 Broadway

London

United Kingdom

SW1H 0BL




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Newbury

Berkshire

RG19 6AB





 
NFE 2226 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 - 13


 
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.

Principal activity
 
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.

Results and dividends
 
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).

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.
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.

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.

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.

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.

Page 1

 
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.



Kevin Kilcullen
Director

Date: 1 March 2024

Page 2

 
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.

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 $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.

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 2226 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 2226 UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE 2226 UK LTD
 

Opinion


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 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 2226 UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE 2226 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 2226 UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE 2226 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
  
2 Communications Road
Greenham Business Park
Newbury
Berkshire
RG19 6AB

4 March 2024
Page 7

 
NFE 2226 UK LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
$
$

  

Turnover
  
5,662,500
2,575,000

Cost of sales
  
(5,576,147)
(2,535,731)

Gross profit
  
86,353
39,269

Administrative expenses
  
(3,464)
-

Operating profit
  
82,889
39,269

Interest receivable and similar income
  
4
-

Profit before tax
  
82,893
39,269

Tax on profit
  
(37,995)
(7,461)

Profit for the financial year
  
44,898
31,808

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

The notes on pages 11 to 13 form part of these financial statements.

Page 8

 
NFE 2226 UK LTD
REGISTERED NUMBER: 05427166

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
$
$

  

Current assets
  

Debtors: amounts falling due within one year
 5 
-
2,633,745

Cash at bank and in hand
 6 
755
-

  
755
2,633,745

Creditors: amounts falling due within one year
 7 
(650,682)
(3,328,570)

Net current liabilities
  
 
 
(649,927)
 
 
(694,825)

  

Net liabilities
  
(649,927)
(694,825)


Capital and reserves
  

Called up share capital 
  
1,900
1,900

Profit and loss account
  
(651,827)
(696,725)

  
(649,927)
(694,825)


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 by: 




Kevin Kilcullen
Director

Date: 1 March 2024

The notes on pages 11 to 13 form part of these financial statements.

Page 9

 
NFE 2226 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
1,900
(728,533)
(726,633)



Profit for the year
-
31,808
31,808



At 1 January 2022
1,900
(696,725)
(694,825)



Profit for the year
-
44,898
44,898


At 31 December 2022
1,900
(651,827)
(649,927)


The notes on pages 11 to 13 form part of these financial statements.

Page 10

 
NFE 2226 UK LTD
 

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

1.


General information

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

 
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'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. 

  
2.3

Revenue

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.

 
2.4

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.

Page 11

 
NFE 2226 UK LTD
 

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

2.Accounting policies (continued)

 
2.5

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.

 
2.6

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'.

 
2.7

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.

  
2.8

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 director, separate disclosure is necessary to understand the effect of the transactions on the financial statements.


3.


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 NFE Grand.

Page 12

 
NFE 2226 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).


5.


Debtors

2022
2021
$
$


Amounts owed by group undertakings
-
2,633,745

-
2,633,745



6.


Cash and cash equivalents

2022
2021
$
$

Cash at bank and in hand
755
-

755
-



7.


Creditors: Amounts falling due within one year

2022
2021
$
$

Amounts owed to group undertakings
592,121
3,321,109

Corporation tax
45,456
7,461

Other creditors
13,105
-

650,682
3,328,570



8.


Controlling party

From 15 August 2022, the Company’s immediate parent company is Golar Partners Operating 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 13