Registered Office: 10525271
HIGH POWER PETROLEUM (TURKEY) UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TWP Accounting LLP
Chartered Accountants & Statutory Auditors
The Old Rectory
Church Street
Weybridge
Surrey
KT13 8DE
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HIGH POWER PETROLEUM (TURKEY) UK LIMITED
REGISTERED NUMBER: 10525271
BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 February 2025.
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Scott Aitken
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The notes on pages 2 to 7 form part of these financial statements.
Page 1
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HIGH POWER PETROLEUM (TURKEY) UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
High Power Petroleum (Turkey) UK Limited (the 'Company') is a private company limited by shares incorporated in England and Wales. The registered office of the company 93-95 Gloucester Place, London W1U 6JQ.
The Company’s principal activity is the investment in, and to act as a holding company for, oil and gas development and production opportunities.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company's functional and presentational currency is USD and rounded to the nearest $.
The following principal accounting policies have been applied:
The Company is, in the short term, wholly dependent on funding from its immediate and ultimate parent companies, High Power Petroleum LLC and Blue Spark Energy Systems Inc (BSES). BSES intend to fund their operations and growth through a combination of operating cash flows and, to a significant extent, proceeds from new private placement equity raises.
BSES is currently engaging with a range of potential investors and is confident that additional finance will be secured within the required timeframe, this is though not wholly within BSES control. Therefore, whilst the directors are confident that the Company has the support of its parent company to continue in operational existence for the foreseeable future and meet its financial obligations, the aforementioned factors indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. The directors have a reasonable expectation that the entity remains a going concern and accordingly, have prepared the financial statements on a going concern basis of accounting.
Page 2
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HIGH POWER PETROLEUM (TURKEY) UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is USD.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Initial measurement: Financial instruments are initially measured at the transaction price (including transaction costs) unless the arrangement constitutes a financing transaction. A financing transaction may take place in connection with the sale of goods or services, for example, if payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. If the arrangement constitutes a financing transaction, the financial asset or liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Subsequent measurement: Basic debt instruments are measured at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year are measured at the undiscounted amount of cash expected to be paid or received (i.e. net of impairment) unless the arrangement constitutes a financing transaction. If the arrangement constitutes a financing transaction, the financial asset or liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Page 3
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HIGH POWER PETROLEUM (TURKEY) UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and which are not classified as available for sale. Loans and receivables are initially recognised at fair value including direct and incremental transaction costs and are subsequently measured at amortised cost. Amortised cost is the present value of the receivables future cash flows discounted at the effective interest rate. Loans and receivables are included in debtors in the balance sheet.
At each reporting date, the Company assesses whether there is any indication that loans and receivables may be impaired. Where an indicator of impairment exists, the company makes an estimate of the recoverable amount based on the present value of the estimated future cashflows discounted at the original effective interest rate. Where the carrying amount exceeds its recoverable amount, loans and receivables are considered impaired and written down to recoverable amounts.
Investments in subsidiaries and joint ventures and associates are stated at cost, less any accumulated impairment losses.
The carrying value of investments is reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
Short term debtors are measured at transaction price, less any impairment.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 1 (2022 - 2).
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Page 4
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HIGH POWER PETROLEUM (TURKEY) UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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Amounts owed by group undertakings
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to group undertaking are unsecured, interest free and repayable on demand. The amount consists of balances owed to the parent company High Power Petroleum LLC (“HPP LLC”) and to High Power Petroleum Services UK Limited. They do not have the intention to withdraw the balances immediately so as to not jeopardise the Company’s financial position, but will rather be withdrawn when the Company is in a better financial position.
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Page 5
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HIGH POWER PETROLEUM (TURKEY) UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Allotted, called up and fully paid
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100 (2022 - 100) Ordinary shares of $0.01 each
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Profit and loss account
The profit and loss account represents cumulative profits and losses.
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Related party transactions
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The company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertakings of the group.
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The immediate parent undertaking of the Company is High Power Petroleum LLC, a company
incorporated in the United States of America and registered in the state of Delaware.
As at 31 December 2023, the ultimate parent undertaking and controlling party of the Company is I-Pulse
Inc., a company incorporated in the United States of America and registered in the state of Delaware.
Copies of the accounts of I-Pulse Inc. are available at the parent company's registered office address
from 251 Little Falls Drive, Wilmington, Delaware.
However, following a restructuring after year-end, as of 31 May 2024, the Company is now wholly owned
by Blue Spark Energy Systems Inc.
Page 6
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HIGH POWER PETROLEUM (TURKEY) UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. While we did not see anything during our work that indicated that the company and the group of companies would be closed we were unable to obtain sufficient evidence regarding the parent company support or intentions for the entity for at least the next 12 months from the date of approval of these accounts. Our opinion is not modified in respect of this matter
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. The audit work has been undertaken so that Auditors' might state to the company’s members those matters the Auditors' are required to state in an auditor’s report and for no other purpose. To the fullest extent permitted by law, TWP Accounting LLP will not accept or assume responsibility to anyone other than the company and the company’s members as a body, for the audit work, for the Independent Auditors' Report, or for the opinions formed.
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The audit report was signed on 13 February 2025 by Paul Hawksley FCA CTA MAAT (Senior Statutory Auditor) on behalf of TWP Accounting LLP.
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