Registered Number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their Strategic Report on Interwell MENA Holding Ltd ("the Company") for the year ended 31 December 2023.
The Company’s principal activity is to act as an investment holding company, with no expected change in the future.
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.
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.
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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.
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).
The directors who served during the year were:
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.
There have been no significant events affecting the Company since the year end.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditor, Anderson Anderson & Brown Audit LLP, will 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.
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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 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL MENA HOLDING LTD
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 policies. The 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 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.
We have nothing to report in this regard.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL MENA HOLDING 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL MENA HOLDING 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 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL MENA HOLDING LTD (CONTINUED)
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 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.
for and on behalf of
Statutory Auditor
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU
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PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 19 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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
Impairment of financial assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Financial liabilities
Fair value through profit or loss
At amortised cost
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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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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