Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31the investment in, and to act as a holding company for, oil and gasdevelopment and production opportunities12023-01-01true2truetrue 04991255 2023-01-01 2023-12-31 04991255 2022-01-01 2022-12-31 04991255 2023-12-31 04991255 2022-12-31 04991255 c:Director1 2023-01-01 2023-12-31 04991255 d:CurrentFinancialInstruments 2023-12-31 04991255 d:CurrentFinancialInstruments 2022-12-31 04991255 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 04991255 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 04991255 d:ShareCapital 2023-12-31 04991255 d:ShareCapital 2022-12-31 04991255 d:SharePremium 2023-12-31 04991255 d:SharePremium 2022-12-31 04991255 d:RetainedEarningsAccumulatedLosses 2023-12-31 04991255 d:RetainedEarningsAccumulatedLosses 2022-12-31 04991255 c:OrdinaryShareClass1 2023-01-01 2023-12-31 04991255 c:OrdinaryShareClass1 2023-12-31 04991255 c:OrdinaryShareClass1 2022-12-31 04991255 c:EntityHasNeverTraded 2023-01-01 2023-12-31 04991255 c:FRS102 2023-01-01 2023-12-31 04991255 c:Audited 2023-01-01 2023-12-31 04991255 c:FullAccounts 2023-01-01 2023-12-31 04991255 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 04991255 c:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 04991255 6 2023-01-01 2023-12-31 04991255 e:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered Office:  04991255











NP OIL & GAS HOLDINGS 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

 
NP OIL & GAS HOLDINGS LIMITED
REGISTERED NUMBER: 04991255

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
$000
$000

  

  

Creditors: amounts falling due within one year
 6 
(5,613)
(5,613)

Net current liabilities
  
 
 
(5,613)
 
 
(5,613)

Total assets less current liabilities
  
(5,613)
(5,613)

  

Net liabilities
  
(5,613)
(5,613)


Capital and reserves
  

Called up share capital 
 7 
1,173
1,173

Share premium account
  
12,450
12,450

Profit and loss account
  
(19,236)
(19,236)

  
(5,613)
(5,613)


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 10 February 2025.




Campbell Joseph Airlie
Director

The notes on pages 2 to 5 form part of these financial statements.

Page 1

 
NP OIL & GAS HOLDINGS LIMITED
 

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

1.


General information

NP Oil & Gas Holdings Limited is a private company limited by shares, incorporated and domiciled in the United Kingdom, and registered in England and Wales subject to the Companies Act 2006. The registered office of the company is 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

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets. The financial statements of the company for the year ended 31 December 2023 have been prepared in accordance with 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. 
Monetary amounts in these financial statements are rounded to the nearest thousand US Dollars.

 
2.2

Going concern

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

 
NP OIL & GAS HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

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.

 
2.6

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Employees

The average monthly number of employees, including directors, during the year was 1 (2022 - 2).

Page 3

 
NP OIL & GAS HOLDINGS LIMITED
 

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

4.


Fixed asset investments





Investments in subsidiary companies

$000



Cost or valuation


At 1 January 2023
11,926



At 31 December 2023

11,926



Impairment


At 1 January 2023
11,926



At 31 December 2023

11,926



Net book value



At 31 December 2023
-



At 1 January 2023
-


5.


Debtors

Amounts owing from group company High Power Petroleum (NOP) UK Limited represents $7,413,945 (2022 : $7,250,850). The original amount represents CAD9,825,000 (2022: CAD9,825,000) which was fully provided against.


6.


Creditors: Amounts falling due within one year

2023
2022
$000
$000

Amounts owed to group undertakings
5,613
5,613

5,613
5,613


Amounts owed to group undertaking are unsecured, interest free and repayable on demand. The amount is owed to the parent of the smallest group High Power Petroleum LLC which does 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 able to pay.

Page 4

 
NP OIL & GAS HOLDINGS LIMITED
 

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

7.


Share capital

2023
2022
$000
$000
Authorised, allotted, called up and fully paid



720,000 (2022 - 720,000) Ordinary shares shares of £1.00 each
1,173
1,173



8.


Related party transactions

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.


9.


Controlling party

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.


10.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.

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

The audit report was signed on 18 February 2025 by Paul Hawksley FCA CTA MAAT (Senior Statutory Auditor) on behalf of TWP Accounting LLP.

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.


Page 5