Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-3167truetruetruetruetruetruetruetrue2023-01-01falseDevelops and offers sealing and well integrity solutions to help operators achieve the highest possible rate of recovery of hydrocarbons thorugh specialied equipment and servies for sale and rental to the global exploration and production (E&P) industry56truefalse SC391140 2023-01-01 2023-12-31 SC391140 2022-01-01 2022-12-31 SC391140 2023-12-31 SC391140 2022-12-31 SC391140 2022-01-01 SC391140 1 2023-01-01 2023-12-31 SC391140 1 2022-01-01 2022-12-31 SC391140 2 2023-01-01 2023-12-31 SC391140 3 2023-01-01 2023-12-31 SC391140 3 2022-01-01 2022-12-31 SC391140 4 2023-01-01 2023-12-31 SC391140 4 2022-01-01 2022-12-31 SC391140 6 2023-01-01 2023-12-31 SC391140 6 2022-01-01 2022-12-31 SC391140 7 2023-01-01 2023-12-31 SC391140 7 2022-01-01 2022-12-31 SC391140 9 2023-01-01 2023-12-31 SC391140 9 2022-01-01 2022-12-31 SC391140 10 2023-01-01 2023-12-31 SC391140 10 2022-01-01 2022-12-31 SC391140 d:CompanySecretary1 2023-01-01 2023-12-31 SC391140 d:Director1 2023-01-01 2023-12-31 SC391140 d:Director2 2023-01-01 2023-12-31 SC391140 d:Director3 2023-01-01 2023-12-31 SC391140 d:RegisteredOffice 2023-01-01 2023-12-31 SC391140 e:Buildings e:LongLeaseholdAssets 2023-01-01 2023-12-31 SC391140 e:Buildings e:LongLeaseholdAssets 2023-12-31 SC391140 e:Buildings e:LongLeaseholdAssets 2022-12-31 SC391140 e:PlantMachinery 2023-01-01 2023-12-31 SC391140 e:PlantMachinery 2023-12-31 SC391140 e:PlantMachinery 2022-12-31 SC391140 e:PlantMachinery e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 SC391140 e:FurnitureFittings 2023-01-01 2023-12-31 SC391140 e:FurnitureFittings 2023-12-31 SC391140 e:FurnitureFittings 2022-12-31 SC391140 e:FurnitureFittings e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 SC391140 e:OfficeEquipment 2023-01-01 2023-12-31 SC391140 e:OfficeEquipment 2023-12-31 SC391140 e:OfficeEquipment 2022-12-31 SC391140 e:OfficeEquipment e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 SC391140 e:OtherPropertyPlantEquipment 2023-01-01 2023-12-31 SC391140 e:OtherPropertyPlantEquipment 2023-12-31 SC391140 e:OtherPropertyPlantEquipment 2022-12-31 SC391140 e:OtherPropertyPlantEquipment e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 SC391140 e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 SC391140 e:CurrentFinancialInstruments 2023-12-31 SC391140 e:CurrentFinancialInstruments 2022-12-31 SC391140 e:Non-currentFinancialInstruments 3 2023-12-31 SC391140 e:Non-currentFinancialInstruments 3 2022-12-31 SC391140 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 SC391140 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 SC391140 e:Non-currentFinancialInstruments e:AfterOneYear 2023-12-31 SC391140 e:Non-currentFinancialInstruments e:AfterOneYear 2022-12-31 SC391140 e:UKTax 2023-01-01 2023-12-31 SC391140 e:UKTax 2022-01-01 2022-12-31 SC391140 e:ForeignTax 2023-01-01 2023-12-31 SC391140 e:ForeignTax 2022-01-01 2022-12-31 SC391140 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 SC391140 e:RetainedEarningsAccumulatedLosses 2023-12-31 SC391140 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 SC391140 e:RetainedEarningsAccumulatedLosses 2022-12-31 SC391140 e:RetainedEarningsAccumulatedLosses 2022-01-01 SC391140 d:OrdinaryShareClass1 2023-01-01 2023-12-31 SC391140 d:OrdinaryShareClass1 2023-12-31 SC391140 d:OrdinaryShareClass1 2022-12-31 SC391140 d:FRS101 2023-01-01 2023-12-31 SC391140 d:Audited 2023-01-01 2023-12-31 SC391140 d:FullAccounts 2023-01-01 2023-12-31 SC391140 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 SC391140 e:TaxLossesCarry-forwardsDeferredTax 2023-12-31 SC391140 e:TaxLossesCarry-forwardsDeferredTax 2022-12-31 SC391140 e:RetirementBenefitObligationsDeferredTax 2023-12-31 SC391140 e:RetirementBenefitObligationsDeferredTax 2022-12-31 SC391140 e:FinancialInstrumentsFairValueThroughProfitOrLoss 2023-01-01 2023-12-31 SC391140 e:FinancialLiabilitiesAmortisedCost 2023-01-01 2023-12-31 SC391140 e:FinancialInstrumentsDesignatedFairValueThroughProfitOrLoss 2023-01-01 2023-12-31 SC391140 2 2023-01-01 2023-12-31 SC391140 e:CurrentFinancialInstruments 7 2023-12-31 SC391140 e:CurrentFinancialInstruments 7 2022-12-31 SC391140 e:WithinOneYear 2023-12-31 SC391140 e:WithinOneYear 2022-12-31 SC391140 e:BetweenOneFiveYears 2023-12-31 SC391140 e:BetweenOneFiveYears 2022-12-31 SC391140 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: SC391140













INTERWELL LIMITED






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

 
INTERWELL LIMITED


COMPANY INFORMATION


Directors
D Aitken 
T Langballe 
T A Stamnes 




Company secretary
LC Secretaries Limited



Registered number
SC391140



Registered office
Johnstone House
52-54 Rose Street

Aberdeen

AB10 1HA




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
INTERWELL LIMITED


CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Directors' Responsibilities Statement
6
Independent Auditor's Report
7 - 10
Income Statement
11
Statement of Financial Position
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 29


 
INTERWELL LIMITED


STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report for the year ended 31 December 2023.

Business review
 
Interwell Limited (the Company) is a subsidiary company of the Interwell group of companies (the Group) and has its principal place of business in Aberdeen.
The Group’s business idea and strategy is to contribute to enhanced efficiency in critical onshore and offshore operations, from the construction phase of a well right through to the plugging and abandonment stage.
In addition, the Company develops and offers sealing and well integrity solutions to help operators achieve the highest possible rate of recovery of hydrocarbons through specialised equipment and services for sale and rental to the global exploration and production (E&P) industry.
With a product range consisting of industry-leading niche products within the E&P value chain, the Company's products contribute to substantial and increased value creation for customers. Interwell’s technology continues to deliver solutions that reduce operational complexity and risk, emissions to the atmosphere and general environmental footprint. Interwell operates a highly sustainable business model where a significant portion of the equipment is reused unless permanently installed.
In the United Kingdom and West Africa, the Company’s main markets, our product portfolio continues to be well received by customers. The Company has established a solid market position by broadening the customer base and securing a diversified use of products and services. The Company has continued to secure awards and renewals of important contracts which are expected to positively contribute to future activity levels.

Page 1

 
INTERWELL LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Credit and Liquidity Risk
While the fundamental credit risk for Interwell is considered relatively low due to the mix of our customer base with a large influx of prominent international and government E&P companies in the production phase, it is the Board’s view that future scenarios can all be accommodated within its current financing facilities. 
Interwell is well financed through leading Nordic banks, with significant covenant flexibility. Moreover, the Company enjoys a healthy rating in the credit market with relatively low gearing and an established cash management system in place. 
Finally, the financial strength and commitment of Ferd AS being the major shareholder gives further financial flexibility.
Interwell has exposure to foreign currency on both revenue and costs, where USD is the main currency of exposure. The Company has established routines and processes to keep foreign exchange exposure at acceptable levels.
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.
Ukraine Conflict
With regards to the ongoing conflict in Ukraine, the Company did not have any ongoing operations in Russia at the time of the invasion. The direct economic exposure is nil and therefore has no impact on the financial statements presented for 2023. Interwell will continue to monitor the situation closely and will remain incompliance with the imposed international sanctions towards Russia and Russian business interests.

Page 2

 
INTERWELL LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Key Performance Indicators
 

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The table above contains six KPIs that are used by management to monitor the performance of the business. Of the five financial KPIs, all reflect the continued growth that the business has achieved in recent years.  Turnover and turnover per head, both show a significant improvement year-on-year. EBITDA and Gross Profit % also improved, while EBITDA % remained steady.
The Company’s overall excellent Health and Safety record was maintained through 2023 with no LTIs being recorded. This means that in the first thirteen years of the Company’s existence there has been one LTI, which of course is one more than ideal but still an admirable record and one for which all employees are to be commended.


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





................................................
D Aitken
Director

Date: 16 July 2024

Page 3

 
INTERWELL LIMITED
 
 
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 profit for the year, after taxation, amounted to £1,568,000 (2022 - £1,228,000).

Dividends paid in the year amounted to £nil (2022 - £800,000)

Directors

The directors who served during the year were:

D Aitken 
T Langballe 
T A 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.
Interwell’s leading position as a premium provider of downhole technology is underpinned by a focused program for developing new products and services to enable more cost-efficient well-completions, interventions, workovers, and P&A operations. The acquisition of PTC in 2022 has further broadened the product portfolio. In addition to new products technology development in the Company is directed towards continuous improvement of core technologies. We also see an increased focus on developing digital solutions aligned with our R&D program. 

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 4

 
INTERWELL LIMITED
 

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.
 





................................................
D Aitken
Director

Date: 16 July 2024

Page 5

 
INTERWELL LIMITED


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;

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 6

 
INTERWELL LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL LIMITED
 

Opinion


We have audited the financial statements of Interwell Limited (the 'Company') for the year ended 31 December 2023, which comprise the Income Statement, 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 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 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 7

 
INTERWELL LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL LIMITED (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 6, 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 8

 
INTERWELL LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL LIMITED (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 considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: 
 
timing and completeness of revenue recognition; 
compliance with relevant laws and regulations which may impact on the financial statements and those that the company needs to comply with for the purpose of trading;
management judgements applied in calculating provisions; and
management override of controls to manipulate the Company’s key performance indicators to meet targets. 
 
We discussed these risks with client management, designed audit procedures to address these risks including:
 
reviewed internal documentation and correspondence with regulators for evidence or irregularities; 
testing the timing and completeness of revenue; 
consideration of the assumptions applied whether the judgements applied in calculation of provisions were appropriate; 
reviewed areas of judgement and tested a sample of journal entries for indicators of management bias; and 
performed analytical procedures to identify any unusual or unexpected relationships which may be an indication of material misstatement due to fraud. 


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 9

 
INTERWELL LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTERWELL LIMITED (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

17 July 2024
Page 10

 
INTERWELL LIMITED


INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Turnover
 4 
28,102
20,758

Cost of sales
  
(15,469)
(12,037)

Gross profit
  
12,633
8,721

Administrative expenses
  
(10,579)
(7,191)

Other operating income
 5 
-
5

Operating profit
 6 
2,054
1,535

Interest receivable and similar income
 9 
104
26

Interest payable and similar expenses
 10 
(27)
(8)

Profit before tax
  
2,131
1,553

Tax on profit
 11 
(563)
(325)

Profit for the financial year
  
1,568
1,228

The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
INTERWELL LIMITED

REGISTERED NUMBER:SC391140


STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Fixed assets
  

Tangible assets
 13 
1,960
327

  
1,960
327

Current assets
  

Stocks
 14 
548
232

Debtors: amounts falling due within one year
 15 
10,543
6,460

Cash at bank and in hand
 16 
1,001
1,802

  
12,092
8,494

Creditors: amounts falling due within one year
 17 
(7,628)
(5,312)

Net current assets
  
 
 
4,464
 
 
3,182

Total assets less current liabilities
  
6,424
3,509

  

Creditors: amounts falling due after more than one year
 18 
(1,404)
(60)

  
5,020
3,449

Provisions for liabilities
  

Deferred taxation
 20 
(3)
-

  
 
 
(3)
 
 
-

  

Net assets
  
5,017
3,449


Capital and reserves
  

Profit and loss account
  
5,017
3,449

  
5,017
3,449


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 July 2024.


................................................
D Aitken
Director

The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
INTERWELL LIMITED


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


Profit and loss account
Total equity

£000
£000


At 1 January 2022
3,021
3,021


Comprehensive income for the year

Profit for the year
1,228
1,228

Dividends: Equity capital
(800)
(800)



At 1 January 2023
3,449
3,449


Comprehensive income for the year

Profit for the year
1,568
1,568


At 31 December 2023
5,017
5,017


The notes on pages 14 to 29 form part of these financial statements.

Page 13

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

1.


General information

Interwell Limited ("the Company") hire and sell down-hole well equipment by providing both custom-made and off the shelf well solutions. The Company sells mainly to customers in the UK. 
The Company is a private limited company and is incorporated and domiciled in the UK. The address of its registered office is Johnstone House, 52-54 Rose Street, Aberdeen, AB10 1HA, United Kingdom. 

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 24 gives details of the Company's ultimate parent and from where its 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.

Page 14

 
INTERWELL LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Going concern

The directors, having made due and careful enquiry, 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.
This assessment is based on the understanding that the Company will continue to trade profitably over the coming months. This, along with retained reserves, will allow the Company to continue to meet its obligations as they fall due and operate as a going concern.
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement 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 Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Income Statement within 'other operating income'.

Page 15

 
INTERWELL LIMITED
 

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

2.Accounting policies (continued)

 
2.5

Revenue

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. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

 
2.6

Government grants

Government grants received on capital expenditure are initially recognised within deferred income on the Company's Statement of Financial Position and are subsequently recognised in the Income Statement on a systematic basis over the useful life of the related capital expenditure.
Grants for revenue expenditure are presented as part of the Income Statement in the periods in which the expenditure is recognised.

 
2.7

Interest income

Interest income is recognised in the Income Statement using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to the Income Statement 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.

Page 16

 
INTERWELL LIMITED
 

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

2.Accounting policies (continued)

  
2.9

Pensions

Defined contribution pension plan
The Company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Income Statement 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.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 17

 
INTERWELL LIMITED
 

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

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
10-33% straight line
Plant and machinery
-
33% straight line
Office equipment
-
33 % straight line
Right of use assets
-
Reducing balance over term of lease

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 18

 
INTERWELL LIMITED
 

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

2.Accounting policies (continued)

 
2.12

Inventories

Inventories are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. 
At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Income Statement.

 
2.13

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.

 
2.14

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.

 
2.15

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.

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 19

 
INTERWELL LIMITED
 

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

2.Accounting policies (continued)

 
2.17

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 the Income Statement

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 the Income Statement to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in the Income Statement includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The Company always recognises lifetime expected credit losses 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 of conditions at the reporting date, including time value of money where appropriate. Lifetime expected credit losses 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 the Income Statement

Financial liabilities are classified as at fair value through the Income Statement, when the financial liability is held for trading, or is designated as at fair value through the Income Statement. 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 the Income Statement. Any gains or losses arising on changes in fair value are recognised in the Income Statement 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 the Income Statement 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.

Page 20

 
INTERWELL LIMITED
 

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

2.Accounting policies (continued)

 
2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.19

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

fixed lease payments (including in-substance fixed payments), less any lease incentives;


The lease liability is included in 'Creditors' on the Statement of Financial Position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Intangible Assets', 'Tangible Fixed Assets' and 'Investment Property' lines, as applicable, in the Statement of Financial Position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.11.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

Page 21

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

3.


Judgements 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.
 
3.1.1Useful economic lives of property, plant and equipment 
 
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. 
 
3.1.2Impairment of trade receivables
 
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including the ageing profile of receivables and historical experiences.


4.


Turnover

25% of the Company's turnover (2022 - 20%) is attributable to geographical markets outside the United Kingdom. 


5.


Other operating income

2023
2022
£000
£000

Government grants receivable
-
5



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£000
£000

Depreciation of tangible fixed assets
369
306

Auditor's remuneration - audit fee
24
16

Page 22

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

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£000
£000

Wages and salaries
5,289
3,947

Social security costs
609
510

Cost of defined contribution scheme
273
195

6,171
4,652


The average monthly number of employees, including directors, during the year was 67 (2022 - 56).


8.


Directors' remuneration

2023
2022
£000
£000

Directors' emoluments
200
268

Company contributions to defined contribution pension schemes
46
12

246
280


During the year retirement benefits were accruing to one directors (2022 - 12,000) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £200,000 (2022 - £268,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £46,000 (2022 - £12,000).


9.


Interest receivable

2023
2022
£000
£000


Bank interest receivable
104
26


10.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
2
-

Interest on lease liabilities
25
8

Page 23

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

11.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
364
251

Adjustments in respect of previous periods
(3)
-


361
251

Foreign tax


Foreign tax on income for the year
156
98

Foreign tax in respect of prior periods
43
(19)

199
79

Total current tax
560
330

Deferred tax


Origination and reversal of timing differences
3
(5)

Total deferred tax
3
(5)


Taxation on profit on ordinary activities
563
325
Page 24

 
INTERWELL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


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
£000
£000


Profit on ordinary activities before tax
2,131
1,553


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
501
295

Effects of:


Expenses not deductible for tax purposes
40
7

Other permanent differences
-
(18)

Foreign tax credits
(81)
-

Income not taxable for tax purposes
-
(3)

Adjustments to tax charge in respect of prior periods
(3)
(25)

Remeasurement of deferred tax for changes in tax rates
-
(4)

Movement in deferred tax not recognised
(3)
2

Fixed asset differences
1
-

Other tax adjustments, reliefs and transfers
(8)
-

Group relief
(83)
(5)

Foreign tax payable
156
95

Prior period foreign tax adjustments
43
(19)

Total tax charge for the year
563
325


Factors that may affect future tax charges

There are no factors that may affect future tax charges.

Page 25

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

12.


Dividends

2023
2022
£000
£000


Dividends paid
-
800


13.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Right of use asset
Office equipment
Rental Assets
Total

£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2023
367
460
744
101
-
1,672


Additions
20
29
1,925
-
20
1,994


Transfers intra group
-
44
-
6
69
119


Disposals
-
-
(690)
-
-
(690)



At 31 December 2023

387
533
1,979
107
89
3,095



Depreciation


At 1 January 2023
275
421
560
89
-
1,345


Charge for the year on owned assets
64
25
258
6
16
369


Disposals
-
-
(579)
-
-
(579)



At 31 December 2023

339
446
239
95
16
1,135



Net book value



At 31 December 2023
48
87
1,740
12
73
1,960



At 31 December 2022
92
39
184
12
-
327

Page 26

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

14.


Inventories

2023
2022
£000
£000

Raw materials and consumables
548
232




15.


Debtors

2023
2022
£000
£000


Trade debtors
7,606
4,762

Amounts owed by group undertakings
417
285

Other debtors
264
-

Prepayments and accrued income
2,256
1,413

10,543
6,460



16.


Cash and cash equivalents

2023
2022
£000
£000

Cash at bank and in hand
1,001
1,802



17.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Trade creditors
302
117

Amounts owed to group undertakings
4,791
3,750

Corporation tax
-
74

Other taxation and social security
991
303

Lease liabilities
349
138

Other creditors
821
769

Accruals and deferred income
374
161

7,628
5,312


Page 27

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

18.


Creditors: Amounts falling due after more than one year

2023
2022
£000
£000

Lease liabilities
1,404
60



19.

Leases

Company as a lessee



Lease liabilities are due as follows:

2023
2022
£000
£000

Not later than one year
349
138

Between one year and five years
1,404
60

1,753
198


The following amounts in respect of leases, where the Company is a lessee, have been recognised in the Income Statement:

2023
2022
£000
£000

Interest expense on lease liabilities
25
8

Depreciation on right of use assets
258
193


20.


Deferred taxation




2023
2022


£000

£000






At beginning of year
-
(5)


Charged to the Income Statement
(3)
5



At end of year (liability)/asset
(3)
-

Page 28

 
INTERWELL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
20.Deferred taxation (continued)

The deferred taxation balance is made up as follows:

2023
2022
£000
£000


Fixed asset timing differences
(21)
-

Short term timing differences
18
-

(3)
-


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022 - 100) Ordinary shares shares of £0.01 each
1
1



22.


Pension commitments

The Company contributes to a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administrated fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £273,000 (2022 - £195,000). Contributions totaling £67,000 (2022 - £32,000) were payable to the fund at the Balance Sheet date and are included in the other creditors.


23.


Related party transactions

The Company has taken advantage of the exemption given under FRS 101 in not disclosing related party transactions with other wholly owned Group companies.


24.


Ultimate parent undertaking and 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 29