Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31truetruetruetruetruetruetruetrueInterwell AS2023-01-01false.00true 11738137 2023-01-01 2023-12-31 11738137 2022-01-01 2022-12-31 11738137 2023-12-31 11738137 2022-12-31 11738137 2022-01-01 11738137 c:Exceptional 2023-01-01 2023-12-31 11738137 c:Exceptional 2022-01-01 2022-12-31 11738137 d:Director1 2023-01-01 2023-12-31 11738137 d:Director2 2023-01-01 2023-12-31 11738137 d:Director3 2023-01-01 2023-12-31 11738137 d:RegisteredOffice 2023-01-01 2023-12-31 11738137 c:CurrentFinancialInstruments 2023-12-31 11738137 c:CurrentFinancialInstruments 2022-12-31 11738137 c:Non-currentFinancialInstruments 2023-12-31 11738137 c:Non-currentFinancialInstruments 2022-12-31 11738137 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 11738137 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 11738137 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 11738137 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 11738137 c:UKTax 2023-01-01 2023-12-31 11738137 c:UKTax 2022-01-01 2022-12-31 11738137 c:ShareCapital 2023-12-31 11738137 c:ShareCapital 2022-12-31 11738137 c:ShareCapital 2022-01-01 11738137 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 11738137 c:RetainedEarningsAccumulatedLosses 2023-12-31 11738137 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 11738137 c:RetainedEarningsAccumulatedLosses 2022-12-31 11738137 c:RetainedEarningsAccumulatedLosses 2022-01-01 11738137 d:OrdinaryShareClass1 2023-01-01 2023-12-31 11738137 d:OrdinaryShareClass1 2023-12-31 11738137 d:OrdinaryShareClass1 2022-12-31 11738137 d:FRS101 2023-01-01 2023-12-31 11738137 d:Audited 2023-01-01 2023-12-31 11738137 d:FullAccounts 2023-01-01 2023-12-31 11738137 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 11738137 c:Subsidiary1 2023-01-01 2023-12-31 11738137 c:Subsidiary1 1 2023-01-01 2023-12-31 11738137 c:FinancialInstrumentsFairValueThroughProfitOrLoss 2023-01-01 2023-12-31 11738137 c:FinancialLiabilitiesAmortisedCost 2023-01-01 2023-12-31 11738137 c:FinancialInstrumentsDesignatedFairValueThroughProfitOrLoss 2023-01-01 2023-12-31 11738137 2 2023-01-01 2023-12-31 11738137 4 2023-01-01 2023-12-31 11738137 6 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure
Registered Number:11738137













INTERWELL MENA HOLDING LTD






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
INTERWELL MENA HOLDING LTD
 

COMPANY INFORMATION


Directors
Geir Owe Egge 
Thormod Langballe 
Trond Arve Stamnes 




Registered number
11738137



Registered office
The St Botolph Building
138

Houndsditch

London

United Kingdom

EC3A 7AR




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
INTERWELL MENA HOLDING LTD
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Directors' Responsibilities Statement
4
Independent Auditor's Report
5 - 8
Profit and Loss Account
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 19


 
INTERWELL MENA HOLDING LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report on Interwell MENA Holding Ltd ("the Company") for the year ended 31 December 2023.

Business review
 
The Company’s principal activity is to act as an investment holding company, with no expected change in the future.

Principal risks and uncertainties
 
The key risks and uncertainties are aligned with the Company's subsidiary and wider group ("the Group"). As a supplier to the global oil and gas industry, the Group is affected by global macro-economic cycles governing energy supply and demand, and indirectly the Group's products and services.
Credit and Liquidity Risk
The Company is directly affected by customers’ operating expenditures, and only to a limited extent affected by their capital expenditures. The customers are predominantly large E&P companies in the production phase, which historically have been secure payers. The Group therefore consider the credit risk to be limited. The Board’s view is that future scenarios can all be accommodated with its current financing facilities. Interwell as a Group is well financed through a leading Nordic bank, with significant covenant flexibility. Finally, the financial strength and commitment of Ferd AS being the major shareholder gives further financial flexibility.
Anti-Corruption and Bribery Risk
Interwell's corporate governance structure complies with recognised governance principles and the different regulatory requirements in geographies the business operates. Anti-corruption considerations are integrated into Interwell’s business activities, and decisions are made using a risk-based approach with regular reporting to the Board of Directors. We have continued interacting with partners and suppliers throughout the year on ethics, anti-corruption, and anti-bribery with a key focus on high-risk countries.

Financial key performance indicators
 
The Directors are of the opinion that analysis using key performance indicators is not necessary because the Company does not perform any ongoing trading activities. 


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



................................................
Trond Arve Stamnes
Director

Date: 6 August 2024

Page 1

 
INTERWELL MENA HOLDING LTD
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The loss for the year, after taxation, amounted to £7,224 (2022 - profit £144,629).

There were no dividends paid in the year (2022 - £nil). 

Directors

The directors who served during the year were:

Geir Owe Egge 
Thormod Langballe 
Trond Arve Stamnes 

Future developments

The global oil and gas market will likely remain strong in the coming year, where global conflicts and geopolitical unrest will dominate in the short term along with economic recovery plans for several markets and national economies are expected. Interwell is primarily exposed to the oil & gas operating companies' operational expenditure budgets, which have remained more stable through cyclical volatility than other segments in the E&P value chain. Interwell, with its strong product portfolio, continues to provide attractive business propositions for the E&P operators. New products are expected to be commercialised in 2024 and contribute to increased product and revenue diversification. The Board assesses that Interwell will remain well-positioned to serve its customers through its operations across all regions through 2024.
In parallel with the continued high demand for oil and gas, we also see considerable efforts in decarbonisation initiatives in all areas where we operate. The industry must adhere to changing regulatory requirements and environmental factors, and governments remain focused on and committed to reducing carbon emissions. Consequently, this will drive demand for alternative energy sources and pressure traditional oil and gas companies to adapt their business models. Interwell is well-positioned to navigate between these challenges and capitalise on the global oil and gas market opportunities. At the same time, the Company is transition-ready and committed to investing in the development of new technologies and solutions that can help reduce carbon emissions and support a sustainable business cycle by continuing to provide high-quality products and services to our customers.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

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

Page 2

 
INTERWELL MENA HOLDING LTD
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Auditor

The auditor, Anderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
Trond Arve Stamnes
Director

Date: 6 August 2024

Page 3

 
INTERWELL MENA HOLDING LTD
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

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 101 ‘Reduced Disclosure Framework’. 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 and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


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 4

 
INTERWELL MENA HOLDING LTD
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL MENA HOLDING LTD
 

Opinion


We have audited the financial statements of Interwell MENA Holding Ltd (the 'Company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, 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 101 ‘Reduced Disclosure Framework’ (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 2023 and of its loss 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 Auditor's 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 Auditor's 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

 
INTERWELL MENA HOLDING LTD

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL MENA HOLDING 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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

 
INTERWELL MENA HOLDING LTD

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL MENA HOLDING LTD (CONTINUED)

Auditor's 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 Auditor's 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:

We obtained an understanding of the legal and regulatory frameworks within which the Company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the Companies Act 2006  and UK Taxation legislation. We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:

Management override of controls to manipulate the Company’s key performance indicators to meet targets;  
Compliance with relevant laws and regulations which directly impact the financial statements and those that the Company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:

Testing of journal entries and other adjustments for appropriateness;
Enquiries of management about litigation and claims and inspection of relevant correspondence; and
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 


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 Auditor's Report.


Page 7

 
INTERWELL MENA HOLDING LTD

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL MENA HOLDING LTD (CONTINUED)

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 Auditor's 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.





Graeme Penman (Senior Statutory Auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

9 August 2024
Page 8

 
INTERWELL MENA HOLDING LTD
 

PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Administrative expenses
  
(7,358)
(5,559)

Foreign exchange loss
  
(1,234)
(13,702)

Operating loss
 4 
(8,592)
(19,261)

Income from other participating interests
  
-
168,619

Interest receivable and similar income
 6 
1,368
289

Interest payable and similar expenses
 7 
-
(5,018)

(Loss)/profit before tax
  
(7,224)
144,629

(Loss)/profit for the financial year
  
(7,224)
144,629

There are no items of other comprehensive income for 2023 or 2022 other than the (loss)/profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 12 to 19 form part of these financial statements.

Page 9

 
INTERWELL MENA HOLDING LTD

REGISTERED NUMBER:11738137

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Investments
 9 
110,550
110,550

  
110,550
110,550

Current assets
  

Debtors: amounts falling due after more than one year
 10 
4
-

Debtors: amounts falling due within one year
 10 
1,000
1,000

Cash at bank and in hand
 11 
24,083
30,956

  
25,087
31,956

Creditors: amounts falling due within one year
 12 
(6,100)
(5,460)

Net current assets
  
 
 
18,987
 
 
26,496

Total assets less current liabilities
  
129,537
137,046

  

Creditors: amounts falling due after more than one year
 13 
(4,948)
(5,233)

  
124,589
131,813

  

  

Net assets
  
124,589
131,813


Capital and reserves
  

Called up share capital 
 14 
1,000
1,000

Profit and loss account
  
123,589
130,813

  
124,589
131,813


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




................................................
Trond Arve Stamnes
Director

Date: 6 August 2024

The notes on pages 12 to 19 form part of these financial statements.

Page 10

 
INTERWELL MENA HOLDING LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1,000
(13,816)
(12,816)



Profit for the year
-
144,629
144,629



At 1 January 2023
1,000
130,813
131,813



Loss for the year
-
(7,224)
(7,224)


At 31 December 2023
1,000
123,589
124,589


The notes on pages 12 to 19 form part of these financial statements.

Page 11

 
INTERWELL MENA HOLDING LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Interwell MENA Holding Ltd ("the Company") is a private limited company and is incorporated and domiciled in the UK. The address of its registered office is The St Botolph Building, 138, Houndsditch, London, United Kingdom, EC3A 7AR. The principal activity of the Company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

These financial statements have been prepared in accordance with United Kingdom Accountancy Standards, in particular, Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and the Companies Act 2006 (the Act) as applicable to companies using FRS 101. FRS 101 sets out a reduced disclosure framework for a 'qualifying entity' as defined in the standard which addresses the financial reporting requirements and disclosure exemptions in the individual financial statements of qualifying entities that otherwise apply the recognition, measurements and disclosure requirements of EU-adopted IFRS.
The Company is a qualifying entity for the purposes of FRS 101. Note 18 gives details of the Company's ultimate parent and from where it's consolidated financial statements prepared in accordance with IFRS may be obtained. 
The preparation of the financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. 

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Interwell AS as at 31 December 2023 and these financial statements may be obtained from Interwell AS, Kvernevik Ring 177, 4048 Hafrsfjord, Norway.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 12

 
INTERWELL MENA HOLDING LTD
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

At 31 December 2023 the Company had net assets of £124,589. Liabilities include borrowings of £4,948 due to a fellow Group company, with the borrowing being under a formal lending arrangement (note 13). Given the terms of the agreement dictate that the amounts are not due for repayment within a year of approval of these financial statements, the directors are satisfied that it does not impair the Company's ability to operate as a going concern.
The directors, having made due and careful enquiry and taking the group borrowing position into account are of the opinion that the Company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.5

Interest income

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

 
2.6

Finance costs

Finance costs are charged to the profit and loss account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Taxation

Tax is recognised in the profit and loss account 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 13

 
INTERWELL MENA HOLDING LTD
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
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

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.13

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction
Page 14

 
INTERWELL MENA HOLDING LTD
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.13
Financial instruments (continued)

of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

3.1Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
3.1.1 Valuation of investments      
In assessing the carrying value of fixed asset investments an estimate is required of the market value of unlisted shares. The estimate undertaken by management is based on a variety of factors, but primarily the current financial position and the future trading potential of the subsidiary company to which the investment relates.       

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INTERWELL MENA HOLDING LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Foreign exchange differences
1,233
13,702

Auditor's remuneration - audit fee
3,300
3,000


5.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 - NIL).





6.


Interest receivable

2023
2022
£
£


Other interest receivable
1,368
289


7.


Interest payable and similar expenses

2023
2022
£
£


Loans from group undertakings
-
5,018

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INTERWELL MENA HOLDING LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Taxation


2023
2022
£
£



Current tax on profits for the year
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52%(2022 -19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(7,224)
144,629


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(1,699)
27,480

Effects of:


Non-taxable income
-
(32,038)

Group relief
1,699
4,558

Total tax charge for the year
-
-

There are no factors that may affect future tax charges.

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INTERWELL MENA HOLDING LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
110,550



At 31 December 2023
110,550





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Interwell KSA LLC
P.O. Box 2448, AI Khobar 31952, Kingdom of Saudi Arabia
Ordinary
100%






10.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
4
-


2023
2022
£
£

Due within one year

Called up share capital not paid
1,000
1,000



11.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
24,083
30,956


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INTERWELL MENA HOLDING LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Creditors: Amounts falling due within one year

2023
2022
£
£

Accruals and deferred income
6,100
5,460



13.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
4,948
5,233


Amounts due to group undertakings were loaned to the Company under a formal lending agreement.
The loan attracts interest at the Norwegian Inter Bank Offered Rate (NIBOR) + 1.75%. The amount is repayable in full on 31 December 2025.


14.


Share capital

2023
2022
£
£
Allotted, called up and not paid



1,000 (2022 - 1,000) Ordinary Shares shares of £1.00 each
1,000
1,000



15.


Related party transactions

The Company has taken advantage of the exemption given by paragraph 17 of FRS 101 which allows  in not disclosing related party transactions with other wholly owned group companies. 


16.


Controlling party

The immediate parent undertaking is Interwell AS.
The directors regard Ferd AS, a company incorporated in Norway, as the ultimate parent company and ultimate controlling party. Ferd AS is the parent undertaking of the largest group of undertakings to consolidate these financial statements as at 31 December 2023. The consolidated financial statements of Ferd AS can be obtained at Ferd AS, Dronning Mauds Gate 10, 10th Floor, 0250 Oslo, Norway.
Interwell AS is the parent undertaking of the smallest group of undertakings to consolidate these financial statements as at 31 December 2023. The consolidated financial statements of Interwell AS are available at Interwell AS, Kvernevik Ring 177, 4048 Hafrsfjord, Norway.


Page 19