Registered number
07316877
North Sea Natural Resources Ltd
Unaudited Filleted Accounts
31 December 2024
North Sea Natural Resources Ltd
Registered number: 07316877
Balance Sheet
as at 31 December 2024
Notes 2024 2023
£ £
Fixed assets
Intangible assets 3 10,567,669 10,295,422
Tangible assets 4 6,373 13,107
10,574,042 10,308,529
Current assets
Debtors 5 189,372 3,300,568
Cash at bank and in hand 1,668,058 3,044,797
1,857,430 6,345,365
Creditors: amounts falling due within one year 6 (48,880) (3,228,304)
Net current assets 1,808,550 3,117,061
Total assets less current liabilities 12,382,592 13,425,590
Creditors: amounts falling due after more than one year 7 (43,383,004) (44,200,624)
Net liabilities (31,000,412) (30,775,034)
Capital and reserves
Called up share capital 6,674 6,010
Share premium 1,297,470 1,297,470
Share option reserve 1,186,925 982,058
Profit and loss account (33,491,481) (33,060,572)
Shareholders' funds (31,000,412) (30,775,034)
The directors are satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006.
The members have not required the company to obtain an audit in accordance with section 476 of the Act.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.
James Edens
Director
Approved by the board on 31 July 2025
North Sea Natural Resources Ltd
Notes to the Accounts
for the year ended 31 December 2024
1 Accounting policies
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).
The preparation of financial statements using accounting policies consistent with FRS 102, require the Directors to make estimates and assumptions that effect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of income and expenses. The preparation of financial statements also requires the Directors to exercise judgement in the process of applying the accounting policies. Changes in estimates, assumptions and judgements can have a significant impact on the financial statements.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
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 a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
The key judgement made by Directors in the preparation of the financial statements is in respect of the intangible exploration and the evaluation of hydrocarbons available for extraction within the licence area.
Judgements are made regarding the value for share options awarded in exchange for the provision of services.
The following principal accounting policies have been applied:
Other operating income
Other operating income is generated from non-core activities of the Company and is recorded in the Profit and Loss Account as it is earned.
Carrying value of intangible exploration and evaluation assets
The intangible exploration and evaluation assets are identified as being expenditure which is specific to the scientific exploration and evaluation of the areas which are expected to contain resources which can be extracted for commercial sale. When the commercial extraction commences the value of the exploration and evaluation assets will be expensed over the life of the operation of the site or 10 years, whichever is the shorter.
Management’s approach is to write off exploration costs when the information obtained is shown to have no further utility in hydrocarbon exploitation. For example, the costs associated with a plugged and abandoned exploration well that failed to find hydrocarbons would be written off. Seismic data which still presents undrilled hydrocarbon prospects, and thus would still have future utility is expensed over time. 
Tangible fixed assets
Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:
Office equipment over 3 years
Debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
Creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
Taxation
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
Provisions
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.
Commitments and contingent liabilities
Future commitments and contingent liabilities are recognised and noted by the Directors in the Report but are not recorded in the financial statements before liabilities are crystalised.
Financial instruments
All financial assets and liabilities are initially measured at transaction price, including transaction costs, unless the arrangement unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Financial assets are derecognised when and only when a) the contractual rights to the cashflows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Secured redeemable convertible loan notes are received in US dollars and translated to Stirling at the balance sheet date. The Stirling equivalent of the loan repayable is held in the balance sheet. The loss or gain on exchange is recorded in the profit and loss.
No provision is made either for the cost of converting the loan notes to share capital or for repayment costs, which could include a redemption fee.
Share based payments
Share options in North Sea Natural Resources Ltd have been granted to certain employees in recognition of their services and as determined by contract, are accounted for immediately and at fair market value (using Black-Scholes option pricing model). The option valuation is held in a reserve account until the option is exercised at which point the value is reversed. The options are granted with a fixed exercise price and are exercisable over a ten-year period from the date of the grant, subject to certain conditions set out in the letter of grant.
Finance costs
Finance costs are charged to the profit and loss 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.
Foreign currency translation
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
Going concern
The financial statements have been prepared under the going concern assumption. Sufficient resources are held to enable trading to continue with scientific investigation in several areas within the licence site and to seek additional investment or new exploration partners. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.
In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the 12 months from the date of approval of the financial statements.
The Directors have made the going concern assumption on the expectation that achieving a commercially viable farmdown for exploring the further prospectivity on our licenses is a reasonable assumption based on our analysis of scientific data collected from the licence site.
The opinion of the Directors is further enhanced by the review of ongoing performance and cash flows prepared each month which review the expected financial position over the following 12 to 24 months.
Pensions
Contributions to defined contribution plans are expensed in the period to which they relate.
2 Employees 2024 2023
Number Number
Average number of persons employed by the company 2 4
3 Intangible fixed assets £
Scientific exploration and evaluation, including drilling in the licence area.
Cost
At 1 January 2024 35,252,001
Additions 3,476,432
Disposals (4,764,847)
At 31 December 2024 33,963,586
Impairment
At 1 January 2024 24,956,579
Provided during the year 432,340
On disposals (1,993,002)
At 31 December 2024 23,395,917
Net book value
At 31 December 2024 10,567,669
At 31 December 2023 10,295,422
4 Tangible fixed assets
Office equipment
£
Cost
At 1 January 2024 20,778
Disposals (417)
At 31 December 2024 20,361
Depreciation
At 1 January 2024 7,671
Charge for the year 6,734
On disposals (417)
At 31 December 2024 13,988
Net book value
At 31 December 2024 6,373
At 31 December 2023 13,107
5 Debtors 2024 2023
£ £
Prepayments 173,043 189,506
VAT recoverable 15,304 -
Other debtors 1,025 3,111,062
189,372 3,300,568
6 Creditors: amounts falling due within one year 2024 2023
£ £
Bank loans and overdrafts 10,427 10,233
Trade creditors 36,250 154,897
Accrued expenses 1,909 2,991,420
Other creditors 294 71,754
48,880 3,228,304
7 Creditors: amounts falling due after one year 2024 2023
£ £
Bank loans 13,311 23,738
Convertible loan notes 43,369,693 44,176,886
43,383,004 44,200,624
8 Convertible loan notes 2024 2023
£ £
Convertible loan notes 43,369,693 44,176,886
0% Secured redeemable convertible loan notes due in 2028. The key terms are:
The loan notes are secured on the assets of the company, namely the Seaward Production Licence P2321 issued July 5, 2017.
Each Noteholder has the right to serve a Conversion Notice on the Company at any time during the Conversion Period to convert the principal of any or all of its Notes outstanding into fully paid Ordinary Shares based on the Conversion Price.
9 Tax provision 2024 2023
£ £
(a) Tax charged in the income statement
Analysis of tax on profit before tax
Current income tax:
Current tax - -
Adjustment in respect of prior year - -
Current income tax charge - -
Deferred tax:
Movement in deferred tax not recognised
Adjustment in respect of prior year - -
Adjustment in respect of prior year regarding rate change - -
Total deferred tax - -
Tax (credit)/charge in the income statement - -
(b) Tax relating to items charged or credited to other comprehensive income - -
9 Tax provision continued
(c) Reconciliation of the total tax credit
The differences between the total corporation tax shown above and the amount calculated by applying the ring fence rate of UK corporation tax to the profit before tax, is as follows:
2024 2023
£ £
Profit / (loss) before tax (430,909) -
Tax calculated at 40% (2023: 40%) (172,363) -
Effects of:
Prior year tax adjustments - -
Opening balance rate change adjustment - -
Group relief claimed - -
Income not taxable (797,201) -
Non-deductible expenditure 87,335 -
Movement in temporary differences not recognised 882,229 -
Utilisation of brought forward losses - -
Total tax (credit)/charge reported in the income statement - -
10 Deferred tax
A potential deferred tax asset of £41m in relation to tax losses has not been recognised as it has been concluded that it is not appropriate to recognise any of this potential deferred tax asset based on current forecasts of future profitability.

As at 31 December 2024 the company has ring-fenced trading losses of £56m, supplementary charge losses of £51m, and EPL losses of £57m, which would be available for offset against future ring-fenced trading profits and EPL profits.
11 Events after the reporting date
The Directors are seeking to re-establish the financial security of the Company following the drilling of the first exploratory well.
12 Capital commitments 2024 2023
£ £
Amounts contracted for but not provided in the accounts - 431,445
13 Related party transactions
Related party transactions are considered to be ones for which the company has both received benefit and has paid an organisation that is connected to a director.
Jonathan Barrett holds a seat on the Board of Directors as a condition of the Investor Agreement dated 11 November 2021, ratified by the Investor Agreement dated 23 July 2022.
John Akridge is connected with investors and a service provider to the company, which holds convertible loan notes and share options.
Consultancy fees were paid to organisations in which the related party had a significant or controlling interest.
2024 2024 2023 2023
no. £ no. £
The Estate of Niels Arveschoug Deceased
Total shares held 475,000 100 475,000 100
Share options awarded (9,143) (68,295) 9,143 68,295
Remuneration and benefits 83,774
Jonathan Barrett
Total shares held 28,319 283,190 28,000 280,000
Share options awarded 13,333 40,973 3,468 10,241
Loan notes held 145 27,216 186 34,642
James Edens
Total shares held 250 2,500 250 2,500
Share options awarded 33,333 102,435 13,688 170,721
Loan notes held 911 33,328 911 33,328
Remuneration and benefits 251,321 251,321
John Akridge IV
Total shares held 3,794 37,940 3,794 37,940
Loan notes held 23,436 838,121 23,331 846,293
Consultancy fees paid 1,764,024
Lothar Christian Fuchs
Share options awarded 7,750 112,671
Remuneration and benefits 33,333 194,697
Consultancy fees paid 2,688
13 Related party transactions continued
2024 2024 2023 2023
no. £ no. £
Mark Cadman
Total shares held 4,300 39,997 4,300 39,997
Share options awarded 13,333 40,973 9,073 110,500
Remuneration and benefits 73,556 183,581
Dennis Ainsworth
Total shares held 500 4,545 500 4,545
Share options awarded 5,892 44,011
Remuneration and benefits 56,922
Charles Good
Total shares held 4,778 106,977 4,778 106,977
Share options awarded 1,714 12,803
Remuneration and benefits 548
Consultancy fees paid 209,395
Close family members of directors
Total shares held 7,938 79,380 7,938 79,380
Loan notes held 2,306 83,617 2,306 83,617
14 Share options 2024 2023
£ £
Opening share options 577,983 464,376
Share options issued - 2,153
Short dated share options issued - 114,039
Short dated share options cancelled (12,449) (57,028)
Share options issued/cancelled to employees and sub-contractors 57,522 50,449
Options redeemed for shares - (50)
Share options potentially due to be issued under introductory agreement 2,580 4,044
Total share options for 1p ordinary shares. 625,636 577,983
15 Other information
North Sea Natural Resources Ltd is a private company limited by shares and incorporated in England. Its registered office is:
C/O Acquis Limited, The Atrium Business Centre
Curtis Road
Dorking
Surrey
RH4 1XA
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