Registered Number: 03970675
NORTHERN PETROLEUM (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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NORTHERN PETROLEUM (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Directors' responsibilities statement
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The directors are responsible for preparing 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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.
This report was approved by the board on 11 February 2025 and signed on its behalf.
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Hugo Anthony Charles D'apice
Director
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NORTHERN PETROLEUM (UK) LIMITED
REGISTERED NUMBER: 03970675
STATEMENT OF FINANCIAL POSITION
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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Net assets excluding pension asset
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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.
Hugo Anthony Charles D'apice
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The notes on pages 3 to 8 form part of these financial statements.
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NORTHERN PETROLEUM (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Northern Petroleum (UK) 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 oil and gas development and production opportunities in Italy.
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 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 Euros.
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.
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NORTHERN PETROLEUM (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 Euros.
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'.
Tax is recognised in profit or loss 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.
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NORTHERN PETROLEUM (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Oil and gas assets: Exploration and Evaluation (“E&E”)
All expenditures incurred in connection with exploration and evaluation of oil and gas assets, including directly attributable overheads, are capitalised in separate geographical cost pools. Cost pool groupings are based on geological basins and play types. The Company considers that the southern Adriatic (Italy), Italy offshore (excluding the Southern Adriatic) and Italy Onshore are cost pools. Intangible exploration and evaluation costs incurred in a geographical area where the Company has no established cost pool are initially capitalised as intangible non-current assets except where they fall outside the scope as per guidance on FRS 102 Section 34. Upon successful conclusion of the appraisal programme and determination that commercial reserves exist, such costs are transferred to tangible non-current assets as property, plant and equipment.
Intangible non-current assets are considered for impairment at least annually by reference to the indicators. Where there is an indication of impairment of an exploration and evaluation asset which is within a geographic pool where the Company has tangible oil and gas assets with commercial reserves, the exploration asset is assessed for impairment together with all other cash generating units and related tangible and intangible assets in that geographic pool and any balance remaining after impairment is amortised over the proven and probable reserves of the pool. Where the exploration asset is in an area where the Company has no established pool, the exploration asset is tested for impairment separately and, where determined to be impaired, is written off.
Proceeds from the disposal of exploration and evaluation oil and gas assets are credited against the relevant cost centre. Any overall surplus arising in a cost centre is credited to the income statement.
Short term debtors are measured at transaction price, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short term creditors are measured at the transaction price.
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The average monthly number of employees, including directors, during the year was 1 (2022 - 2).
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NORTHERN PETROLEUM (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NORTHERN PETROLEUM (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Cash and cash equivalents
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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”). HPP LLC does not have the intention to withdraw the balances immediately so as to not not to jeopardise the Company’s financial position, but will rather be withdrawn when the Company is in a better financial position.
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Authorised, allotted, called up and fully paid
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90,600,000 (2022 - 90,600,000) Ordinary Share shares of £0.001 each
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Profit and loss account
The profit and loss account represents cumulative profits and losses.
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NORTHERN PETROLEUM (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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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.
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 18 February 2025 by Paul Hawksley FCA CTA MAAT (Senior Statutory Auditor) on behalf of TWP Accounting LLP.
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