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Company No: 05498467 (England and Wales)

VALHALLA OIL AND GAS LIMITED

ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

VALHALLA OIL AND GAS LIMITED

ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

Contents

VALHALLA OIL AND GAS LIMITED

COMPANY INFORMATION

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
VALHALLA OIL AND GAS LIMITED

COMPANY INFORMATION (continued)

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
DIRECTOR Mr R G I Wilson
SECRETARY HUNTERS CO SEC LTD
REGISTERED OFFICE C/O Hunters Law Llp
Lincoln's Inn
9 New Square
London
England
WC2A 3QN
United Kingdom
COMPANY NUMBER 05498467 (England and Wales)
ACCOUNTANT Shaw Gibbs Limited
Wey Court West
Union Road
Farnham
Surrey
GU9 7PT
VALHALLA OIL AND GAS LIMITED

DIRECTOR'S REPORT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
VALHALLA OIL AND GAS LIMITED

DIRECTOR'S REPORT (continued)

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

The director presents this annual report and the unaudited financial statements of the Company for the financial year ended 31 December 2024.

GOING CONCERN

The director has prepared the financial statements on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future and be able to meet its liabilities as they fall due. However, there are uncertainties that the director has had to consider which may cast doubt on the company's ability to continue as a going concern. These have been outlined in Note 2 of the financial statements.

REVIEW OF BUSINESS

Valhalla Oil and Gas Limited ('VOGL') was established in 2003 to invest in the British and Irish oil and gas upstream activities. Following the financial crisis in 2008 and lack of progress in the Irish portfolio of oil and gas discoveries, the company was restructured, the office in Woking closed down and the Irish subsidiary with the Irish licenses divested in 2019.

During 2022 year the company commenced a ring fence trade through the acquisition of oil rights (connected with its past exploration activities).

The main asset in VOGL is the 5% Net Profit Interest ('NPI') in the UK onshore oil and gas licences PEDL 180 including the Wressle field that was transferred back to VOGL from the Norwegian holding company Valhalla Oil and Gas AS ('VOGAS') in 2022. The operator of PEDL 180 Egdon Resources submitted a development plan in September 2016 for the Wressle Field and production was initiated in January 2021. After successful stimulation of the one existing conventional well, the Wressle field has produced above expectations around 500 - 800 barrels of oil per day that has been transported by tanker to local refineries. The Wressle Field is divided by the licenses PEDL 180 and the PEDL 182 that is also operated by Egdon Resources. In agreement with the two parties to the NPI-agreement; Egdon Resources and Union Jack Oil, the Wressle exploration and development costs were recovered through production income by August 2022 and monthly payments to VOGL were initiated. The amounts are in accordance with the NPI Agreement depending on production levels, realised crude oil prices, Operational Expenditure and PEDL 180 relative to PEDL 182's share of the estimated total oil in place.

In December 2023 the operator announced the finalisation of a Competent Person's Report by ERC Equipoise Ltd ('ERCE') related to revisions of the reserves in the Wressle field that also describes the plans for drilling of two additional oil and gas producers as well as a gas export pipeline to monetise the produced gas. Compared to a similar report issued by ERCE in 2016 the recoverable reserves in the current producing Ashover Grit reservoir zone has increased from 655 mboe to 994 mboe where 504 mboe had been produced per 30th June 2023. In Penistone Flags, the other reservoir zone in Wressle, 1,883 mboe has been upgraded from contingent resources to reserves as the development has been decided by the partners in PEDL 180 and PEDL 182. Current production (April 2025) from the one existing Wressle well is some 260 bbl/d of oil.

The revised Wressle development plan with two new wells, installation of new processing equipment and a 600 m underground gas pipeline to the nearby grid was submitted in February 2024 and planning consent was granted by the North Lincolnshire Council (NLC) in September 2024. However due to the ‘Finch Supreme Court decision’ in June 2024 that all new planning decisions for oil and gas production must also account for indirect (Scope 3) greenhouse gas emissions from consumption of the extracted oil and gas, the planning permission was rescinded in November 2024. The Operator Egdon Resources has submitted to the NLC an independent analysis of Scope 3 GHG emissions for the proposed development and requested a new Environmental Impact Assessment (EIA) screening opinion from the council. On 19th May 2025 the NLC Planning Officer responded that a new EIA is not required. As of June 2025 a new Planning Application is under development by the Operator Egdon and is expected to be submitted in the near future.

The Wressle site has an ongoing environmental permit for onshore oil and gas operations and production. In November 2024, Egdon Resources submitted a new application to the Environment Agency (‘EA’) for the extended site, new equipment and increased production. As of today (16th June 2025), Egdon reports that revised operations is still under review by the EA, with no immediate changes to ongoing site operations and is independent of the new planning consent.

DIRECTOR

The director, who served during the financial year and to the date of this report except as noted, was as follows:

Mr R G I Wilson

This Director's Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption provided by section 415A of the Companies Act 2006.



Approved and signed by:

Mr R G I Wilson
Director

07 July 2025

ACCOUNTANTS' REPORT TO THE DIRECTOR ON THE PREPARATION OF
THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF VALHALLA OIL AND GAS LIMITED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

ACCOUNTANTS' REPORT TO THE DIRECTOR ON THE PREPARATION OF
THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF VALHALLA OIL AND GAS LIMITED (continued)

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of VALHALLA OIL AND GAS LIMITED for the financial year ended 31 December 2024 which comprise the Profit and Loss Account, the Balance Sheet and the related notes 1 to 11 from the Company’s accounting records and from information and explanations you have given us.

We align ourselves to, but due to our growth funding structure we are not controlled by ACCA members and are therefore not a fully recognised member of, the Association of Chartered Certified Accountants. However, we are subject to its ethical and other professional requirements which are detailed at https://www.accaglobal.com/gb/en/member/standards/rules-and-standards/rulebook.html.

It is your duty to ensure that VALHALLA OIL AND GAS LIMITED has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of VALHALLA OIL AND GAS LIMITED. You consider that VALHALLA OIL AND GAS LIMITED is exempt from the statutory audit requirement for the financial year.

We have not been instructed to carry out an audit or a review of the financial statements of VALHALLA OIL AND GAS LIMITED. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

This report is made solely to the Director of VALHALLA OIL AND GAS LIMITED, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of VALHALLA OIL AND GAS LIMITED and state those matters that we have agreed to state to you in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at http://www.accaglobal.com/factsheet163. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than VALHALLA OIL AND GAS LIMITED and its Director as a body for our work or for this report.

Shaw Gibbs Limited

Wey Court West
Union Road
Farnham
Surrey
GU9 7PT

07 July 2025

VALHALLA OIL AND GAS LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
VALHALLA OIL AND GAS LIMITED

PROFIT AND LOSS ACCOUNT (continued)

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
Note 31.12.2024 31.12.2023
£ £
Turnover 204,453 391,388
Administrative expenses ( 60,818) ( 53,080)
Operating profit 143,635 338,308
Interest receivable and similar income 3 316 168
Profit before taxation 143,951 338,476
Tax on profit 0 0
Profit for the financial year 143,951 338,476
VALHALLA OIL AND GAS LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2024
VALHALLA OIL AND GAS LIMITED

BALANCE SHEET (continued)

AS AT 31 DECEMBER 2024
Note 31.12.2024 31.12.2023
£ £
Fixed assets
Intangible assets 4 700,001 700,001
700,001 700,001
Current assets
Debtors 5 20,027 23,563
Cash at bank and in hand 6 31,949 12,416
51,976 35,979
Creditors: amounts falling due within one year 7 ( 1,563,999) ( 1,691,953)
Net current liabilities (1,512,023) (1,655,974)
Total assets less current liabilities (812,022) (955,973)
Net liabilities ( 812,022) ( 955,973)
Capital and reserves
Called-up share capital 8, 9 17,601,000 17,601,000
Profit and loss account 9 ( 18,413,022 ) ( 18,556,973 )
Total shareholder's deficit ( 812,022) ( 955,973)

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

The financial statements of VALHALLA OIL AND GAS LIMITED (registered number: 05498467) were approved and authorised for issue by the Director on 07 July 2025. They were signed on its behalf by:

Mr R G I Wilson
Director
VALHALLA OIL AND GAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
VALHALLA OIL AND GAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

VALHALLA OIL AND GAS LIMITED (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C/O Hunters Law Llp, Lincoln's Inn, 9 New Square, London, England, WC2A 3QN, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

The director has prepared the financial statements on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future and be able to meet its liabilities as they fall due. There are uncertainties that the director has had to consider which may cast doubt on the company's ability to continue as a going concern.

At 31 December 2024 the company reported net current liabilities of £812,022 at that date although this includes £1,535,166 due to its parent company, Valhalla Oil and Gas AS. The director has received assurances from the parent company that it aims to provide the necessary financial support for the period until 30th September 2025 to enable the company to meet its liabilities as and when they fall due. Accordingly the director has concluded that it is appropriate that the financial statements continue to be prepared on the going concern basis.

Oil and gas assets
The company uses the successful efforts method of accounting for oil and gas operations, under which all license acquisitions, exploration and evaluation costs are capitalised within intangible assets and classified as exploration and evaluation costs. Directly attributable administration costs are capitalised where they relate to specific exploration activities. Costs incurred prior to obtaining the legal rights to explore an area are expensed to the Income Statement.

The oil and gas assets held by the company were transferred to a fellow subsidiary company on 4th April 2019 and the fellow subsidiary sold to a third party.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets not amortised

2. Employees

31.12.2024 31.12.2023
Number Number
Monthly average number of persons employed by the Company during the year, including the director 1 1

3. Interest receivable

31.12.2024 31.12.2023
£ £
Interest receivable and similar income 316 168

4. Intangible assets

Other intangible assets Total
£ £
Cost
At 01 January 2024 700,001 700,001
At 31 December 2024 700,001 700,001
Accumulated amortisation
At 01 January 2024 0 0
At 31 December 2024 0 0
Net book value
At 31 December 2024 700,001 700,001
At 31 December 2023 700,001 700,001

During the year ended 31st December 2022, Valhalla Oil and Gas Limited acquired from its parent a Net Profit Interest in a UK onshore Oil and gas liscence for a consideration of £700,001. This is being presented at fair value.

5. Debtors

31.12.2024 31.12.2023
£ £
Trade debtors 0 1,870
Accrued income 20,027 20,426
VAT recoverable 0 1,267
20,027 23,563

6. Cash and cash equivalents

31.12.2024 31.12.2023
£ £
Cash at bank and in hand 10,000 10,000
Short-term deposits 21,949 2,416
31,949 12,416

7. Creditors: amounts falling due within one year

31.12.2024 31.12.2023
£ £
Trade creditors 0 7,872
Amounts owed to connected companies 1,535,166 1,680,166
Accruals 12,720 3,915
Other taxation and social security 16,113 0
1,563,999 1,691,953

8. Called-up share capital

31.12.2024 31.12.2023
£ £
Allotted, called-up and fully-paid
17,601,000 Ordinary shares of £ 1.00 each 17,601,000 17,601,000

9. Changes in equity

Called-up share capital Profit and loss account
£ £
At 01 January 2023 17,601,000 ( 18,895,449)
Profit for the financial year 0 338,476
Total comprehensive income 0 338,476
At 31 December 2023 17,601,000 ( 18,556,973)
At 01 January 2024 17,601,000 ( 18,556,973)
Profit for the financial year 0 143,951
Total comprehensive income 0 143,951
At 31 December 2024 17,601,000 ( 18,413,022)

10. Related party transactions

Transactions with owners holding a participating interest in the entity

At the year end, the company owed its parent company Valhalla Oil and Gas AS £1,535,166 (2023: £1,680,166) in respect of funding for the company's operations

11. Ultimate controlling party

The immediate and ultimate parent company is considered to be Valhalla Oil and Gas AS, a company incorporated in Norway.