Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31truetrue2024-01-01truetruefalseNo description of principal activity00truefalsefalse 10927893 2024-01-01 2024-12-31 10927893 2023-01-01 2023-12-31 10927893 2024-12-31 10927893 2023-12-31 10927893 2023-01-01 10927893 c:Director1 2024-01-01 2024-12-31 10927893 c:Director2 2024-01-01 2024-12-31 10927893 c:RegisteredOffice 2024-01-01 2024-12-31 10927893 d:CurrentFinancialInstruments 2024-12-31 10927893 d:CurrentFinancialInstruments 2023-12-31 10927893 d:Non-currentFinancialInstruments 2024-12-31 10927893 d:Non-currentFinancialInstruments 2023-12-31 10927893 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 10927893 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 10927893 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 10927893 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 10927893 d:ForeignTax 2024-01-01 2024-12-31 10927893 d:ForeignTax 2023-01-01 2023-12-31 10927893 d:ShareCapital 2024-12-31 10927893 d:ShareCapital 2023-12-31 10927893 d:ShareCapital 2023-01-01 10927893 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 10927893 d:RetainedEarningsAccumulatedLosses 2024-12-31 10927893 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 10927893 d:RetainedEarningsAccumulatedLosses 2023-12-31 10927893 d:RetainedEarningsAccumulatedLosses 2023-01-01 10927893 c:OrdinaryShareClass1 2024-01-01 2024-12-31 10927893 c:OrdinaryShareClass1 2024-12-31 10927893 c:OrdinaryShareClass1 2023-12-31 10927893 c:FRS102 2024-01-01 2024-12-31 10927893 c:Audited 2024-01-01 2024-12-31 10927893 c:FullAccounts 2024-01-01 2024-12-31 10927893 c:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 10927893 d:HirePurchaseContracts d:WithinOneYear 2024-12-31 10927893 d:HirePurchaseContracts d:WithinOneYear 2023-12-31 10927893 d:HirePurchaseContracts d:BetweenOneFiveYears 2024-12-31 10927893 d:HirePurchaseContracts d:BetweenOneFiveYears 2023-12-31 10927893 d:HirePurchaseContracts d:MoreThanFiveYears 2024-12-31 10927893 d:HirePurchaseContracts d:MoreThanFiveYears 2023-12-31 10927893 2 2024-01-01 2024-12-31 10927893 e:USDollar 2024-01-01 2024-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 10927893










NFE NANOOK UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
NFE NANOOK UK LIMITED
 

COMPANY INFORMATION


Directors
Kevin Kilcullen 
Arthur Regan 




Registered number
10927893



Registered office
Suite 1
7th Floor

50 Broadway

London

SW1H 0BL




Independent auditors
James Cowper Kreston Audit

2 Communications Road

Greenham Business Park

Newbury

Berkshire

RG19 6AB





 
NFE NANOOK UK LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditors' report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22


 
NFE NANOOK UK LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their strategic report on NFE Nanook UK Ltd (the "Company") for the year ended 31 December 2024.

Principal activity
 
The principal activity of the Company is that of a chartering company that charters the floating storage and regasification unit called the Energos Nanook (formerly known as Golar Nanook). The Company entered into a bareboat charter agreement with Energos Nanook Corporation (formerly known as Golar FSRU8 Corporation) in 2018. The Company was subsequently able to enter into a long-term charter contract with Centrais Eletricas de Sergipe S.A. ("CELSE") which commenced in May 2019. CELSE is a company that operates a combined cycle power plant in Brazil and delivers power to 26 committed off-takers for 25 years following completion of its construction in March 2020 in accordance with previously executed Power Purchase Agreement contract awarded by the Brazilian Government in 2015. In March 2020, the Energos Nanook commenced its 25-year charter with CELSE under a sales-type finance lease.

Results and dividends
 
The loss for the financial year amounted to $37,398 (2023: loss $3,993,032).
The directors do not recommend payment of a dividend for the year ended 31 December 2024 (2023: $Nil).
Review of business and future developments
The results for the year and financial position at the end of the year were considered in line with the expectations and satisfaction of the directors. The directors do not foresee any changes in the Company’s principal activity in the future. The Company continues to operate its vessel successfully under a long-term charter.

Directors' statement of compliance with duty to promote the success of the Group
 
In accordance with Section 172(1) (a) to (f) of the Companies Act 2006, the Company's directors consider, both individually and collectively, that they have acted in a way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole. This duty has been central to the decision-making processes and outcomes over many years. In performing their duties during the year, the directors have had regard to the need to act fairly as between members of the Company. In order to achieve this, the directors receive information to enable them to consider the impact of the Company's decisions on its key stakeholders and acknowledge that not every decision will result in a positive outcome for all of our stakeholders. By considering the Company's values, vision and strategy, the directors do, however, aim to balance different interests of our stakeholders. Further details of engagement with suppliers, customers and others can be found in the Directors Report.

Principal risks and uncertainties
 
As of 31 December 2024, the Company is a wholly-owned subsidiary of Energos, which is a group company and controlling party, and is an overseas company incorporated in the Marshall Islands. As of 31 December 2024, risks are principally managed by Energos for the group as a whole. The principal risks and uncertainties of Energos are discussed in its annual report and financial statements.

Financial instrument risk
 
The Company monitors cash flow as part of the day to day controls. The Company's exposure to foreign exchange risk is limited to a small number of overseas suppliers, which the Company does not hedge against. The majority of the Company’s revenue and expenses are in the same currency, i.e. the US dollar. There is no material exposure in respect of trade and other receivables, as is typical in the shipping industry hire for the Company’s vessel is contractually required to be paid by the charterers in advance. The charterer’s contract contain rights under which the Company may cancel trading arrangements should non-payment occur.

Page 1

 
NFE NANOOK UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators
 
The operations and financial Key Performance Indicators ("KPIs") of the Company are managed on a group basis by a group company, Energos. The Company's directors believe that an analysis using KPIs for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the group is discussed in the group's annual report.


This report was approved by the board and signed on its behalf.



Kevin Kilcullen
Director

Date: 24 September 2025

Page 2

 
NFE NANOOK UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who served during the year were:

Kevin Kilcullen 
Arthur Regan 

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 2006They 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.

Going Concern

As at 31 December 2024, the Company has net current liabilities of $27,214,109 (2023: $21,826,799). The Company's going concern assessment covers a period of 12 months from the date of authorization of these financial statements. The ability of the Company to continue as a going concern is dependent upon the continued financial support from a company in the group, Energos. Energos has committed to provide continuing financial support for the Company to enable the Company to meet its future liabilities as and when they fall due. This support has been confirmed to the Company through a letter of financial support. As such, the financial statements have been prepared on a going concern basis.

Results and dividends

The loss for the year, after taxation, amounted to $37,398 (2023 - loss $3,993,032).



Future developments

The Company plans to continue to operate under the charter agreement for the foreseeable future.

Page 3

 
NFE NANOOK UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with suppliers, customers and others

The company engages with a number of different stakeholder groups and further details are set out below:

Shareholder

The Company's policies, procedures and governance are managed in line with those of Energos. Adhering to the group's policies, procedures and governance ensures that the business continues to be successful in the long term. Energos' board of directors is responsible for developing a corporate culture which promotes integrity and transparency, and has set a clearly articulated "zero tolerance" approach to bribery, corruption and other ethical standards enshrined in the group's Code of Ethics. It has established comprehensive systems of corporate governance and approves policies and procedures which promote corporate responsibility and ethical behavior. The impact of this engagement with the shareholder is that value is generated for our shareholder by supporting the overall group to deliver on the business plan.

Suppliers

Our suppliers are important to our business. We are continually striving to build better relationships with our suppliers, pay them on agreed terms and a be a collaborative and responsive partner. The information we get from our suppliers inform the decisions we make regarding our supply chain.

Customers

Our customers are central to our business. During the year, we continued to engage with our customers through regular meetings. This allowed us to gain insights into how we can improve on the service we provide. 

Communities and Environment

We have a responsibility to work to reduce our impact on the environment and build positive relations with the communities in which we operate. In order to address this, presentations on environmental issues are delivered to the workforce using a combination of internal and external speakers. As a result the workforce have greater awareness of how they can contribute to the environment by making small changes to working patterns and practices.

Qualifying third party indemnity provisions

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its directors.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Page 4

 
NFE NANOOK UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditorsJames Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 24 September 2025 and signed on its behalf.
 





Kevin Kilcullen
Director

Page 5

 
NFE NANOOK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE NANOOK UK LIMITED
 

Opinion


We have audited the financial statements of NFE Nanook UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 
NFE NANOOK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE NANOOK UK LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
NFE NANOOK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE NANOOK UK LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows: 

Enquiry of management and those charged with governance around actual and potential litigation and claims; 
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations; 
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; 
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias. 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jonathan Baillie BA (Hons) ACA FCCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
2 Communications Road
Greenham Business Park
Newbury
Berkshire
RG19 6AB

26 September 2025
Page 8

 
NFE NANOOK UK LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
$
$

  

Turnover
 4 
57,993,750
56,323,571

Cost of sales
  
(55,277,021)
(57,843,645)

Gross profit/(loss)
  
2,716,729
(1,520,074)

Administrative expenses
  
(232,139)
(75,826)

Operating profit/(loss)
 5 
2,484,590
(1,595,900)

Interest receivable and similar income
 7 
88,741
85,934

Profit/(loss) before tax
  
2,573,331
(1,509,966)

Tax on profit/(loss)
 8 
(2,610,729)
(2,483,066)

Loss for the financial year
  
(37,398)
(3,993,032)

There was no other comprehensive income for 2024 (2023:$NIL).

The notes on pages 12 to 22 form part of these financial statements.

Page 9

 
NFE NANOOK UK LIMITED
REGISTERED NUMBER: 10927893

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
$
$

Fixed assets
  

Net investment in finance lease
  
317,145,477
315,270,409

  
317,145,477
315,270,409

Current assets
  

Debtors: amounts falling due within one year
 10 
203,092,077
159,072,482

Cash at bank and in hand
 11 
2,030,051
776,258

  
205,122,128
159,848,740

Creditors: amounts falling due within one year
 12 
(232,336,237)
(181,675,539)

Net current liabilities
  
 
 
(27,214,109)
 
 
(21,826,799)

Total assets less current liabilities
  
289,931,368
293,443,610

Creditors: amounts falling due after more than one year
 13 
(295,543,402)
(299,018,246)

  

Net liabilities
  
(5,612,034)
(5,574,636)


Capital and reserves
  

Called up share capital 
 15 
1,289
1,289

Profit and loss account
 16 
(5,613,323)
(5,575,925)

  
(5,612,034)
(5,574,636)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 September 2025.




Kevin Kilcullen
Director

The notes on pages 12 to 22 form part of these financial statements.

Page 10

 
NFE NANOOK UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

$
$
$


At 1 January 2023
1,289
(1,582,893)
(1,581,604)



Loss for the year
-
(3,993,032)
(3,993,032)



At 1 January 2024
1,289
(5,575,925)
(5,574,636)



Loss for the year
-
(37,398)
(37,398)


At 31 December 2024
1,289
(5,613,323)
(5,612,034)


The notes on pages 12 to 22 form part of these financial statements.

Page 11

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

NFE Nanook UK Limited (the "Company") is a shipping company chartering a floating storage and regasification unit called the Energos Nanook (formerly known as Golar Nanook). The Company has a bareboat charter arrangement with Energos Nanook Corporation (formerly known as Golar FSRU8 Corporation) allowing the Company to enter into a long-term charter with Centrais Eletricas de Sergipe S.A. ("CELSE") which commenced in May 2019. CELSE is a company that operates a combined cycle power plant in Brazil and delivers power to 26 committed off- takers for 25 years following completion of its construction in March 2020 in accordance with previously executed Power Purchase Agreement contract awarded by the Brazilian Government in 2015. In March 2020, the Energos Nanook (formerly known as Golar Nanook) commenced its 25-year charter with CELSE under a sales-type lease.

The Company is a private company limited by shares and is incorporated and domiciled in England and Wales. The address of its registered office is: Suite 1, 7th Floor, 50 Broadway, London,SW1H 0BL.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

As at 31 December 2024, the Company's total current liabilities were excess of total current assets by $27,214,109. (2023: $21,826,799). The Company's going concern assessment covers a period of 12 months from the date of authorization of these financial statements and considers the financial support from Energos to satisfy the anticipated working capital requirements of the Company. The ability of the Company to continue as a going concern is dependent upon the continued financial support from the group company. Energos has committed to provide continuing financial support to the Company to enable the Company to meet its future liabilities as and when they fall due. This support has been confirmed to the Company through a letter of financial support. As such, the financial statements have been prepared on a going concern basis.

Page 12

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Energos Infrastructure Holdings Finance LLC as at 31 December 2024 and these financial statements may be obtained from Energos Infrastructure Holdings Finance LLC.

 
2.4

Operating leases: the Company as lessee

Arrangements that do not transfer substantially all risks and rewards of ownership are classified as operating leases. For such leases, rentals are charged to the Statement of Comprehensive Income in the "Cost of sales" line item on a straight-line basis over the lease term.

  
2.5

Subleases

Where the vessel in a head lease is sub leased to a third party these are considered to be separate contracts and there is no off-set between the statement of financial position lease receivable and lease liability. Where the head lease and sublease are finance leases, the right-of-use asset is de-recognised on commencement of the sublease finance lease.

 
2.6

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'.

Page 13

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.7

Lease accounting

Contracts relating to our vessel can take the form of an operating lease, finance lease and operating and services agreement. Although the substance of these contracts are similar, the accounting treatment varies. To determine whether a contract conveys a lease agreement for a period of time, we assess whether, throughout the period of use, the customer has both of the following:
•  fulfillment of the arrangement is dependent on the use of a specific asset or assets; and
•  the right to direct the use of that identified asset.
If a contract relating to an asset fails to give the customer both of the above rights, we account for the agreement as a revenue contract. A contract relating to an asset will generally be accounted for as a revenue contract if the customer does not contract for substantially all of the capacity of the asset (i.e. another third party could contract for a meaningful amount of the asset capacity).
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. Otherwise it is classed as an operating lease.
Where we provide services unrelated to an asset contract, such as operating and service agreement, we account for the services as a revenue contract. The company recognises revenue on these service as the service is performed over the charter term. Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes.

  
2.8

Lessor lease accounting

In making the classification assessment, we estimate the residual value of the underlying asset at the end of the lease term with reference to broker valuations. None of our lease contracts contain residual value guarantees and purchase options. Agreements with renewal and termination options in the control of the lessee are included together with the non-cancellable contract period in the lease term when “reasonably certain” to be exercised or if controlled by the lessor. The determination of reasonably certain depends on whether the lessee has an economic incentive to exercise the option. Generally, lease accounting commences when the asset is made available to the customer, however, where the contract contains specific customer acceptance testing conditions, lease accounting will not commence until the asset has successfully passed the acceptance test. We assess a lease under the modification guidance when there is change to the terms and conditions of the contract that results in a change in the scope or the consideration of the lease.
Costs directly associated with the execution of the lease or costs incurred after lease inception or the execution of the contract but prior to the commencement of the lease that directly relate to preparing the asset for the lease (i.e. bunker costs), are capitalized and amortised to the statement of comprehensive income over the lease term. We also defer upfront revenue payments (i.e. repositioning fees) to the statement of financial position and amortise to the statement of comprehensive income over the lease term.

Page 14

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.9

Time charter finance leases

On inception of a finance lease for which we are lessor, we record a financial receivable - "Net investment in leased vessel” on our statement of financial position. The net investment in leased vessel represents the aggregate of the minimum lease payments receivable by the lessor under a finance lease; and any unguaranteed residual value accruing to the lessor, discounted at the rate implicit in the lease. Gains and losses on recognition of the Net Investment in leased vessel are determined by comparing the net investment in leased vessel with the carrying amount of the right-of-use asset and any related tangible asset. This is recognised within 'other non-operating income' in the Statement of Comprehensive Income. We allocate finance lease income to the Statement of Comprehensive Income in the "Turnover” line item to reflect a constant periodic rate of return on our finance lease investment, with payments apportioned between capital repayment and finance charge.

  
2.10

Lessee finance leases

Lease arrangements that transfer substantially all risks and rewards of the asset leased out are classified as finance leases. Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum fixed leased payments calculated using the interest rate implicit in the lease. Variable payments are recognised as incurred. Where the implicit rate cannot be determined, the group’s incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset.
The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are presented in "Cost of sales" line item in the Statement of Comprehensive Income and are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

 
2.11

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.12

Taxation

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.


 
2.13

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.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 15

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

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.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 16

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.17

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

  
2.18

Related party transactions

The Company discloses transactions with related parties which are not wholly owned within the same Group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the financial statements.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
In the process of applying the Company’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements:
Judgments around back-to-back finance lease arrangements
The Company has entered in to back-to-back finance leases in relation to the vessel Energos Nanook. Based on facts and circumstances, management applied judgment in evaluating the most appropriate accounting treatment depicting this transaction in the entity’s financial statements. In its assessment, management has considered the exposure to credit risk with its counterparty, indemnifications in respect of the bareboat charter and the additional services provided in respect of the vessel. It concluded that head-lease and sub-lease entered into had to be accounted for separately, although entered into at or near the same and in contemplation of each other. 
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Estimation of lease obligation
Estimating the lease obligation requires determining the minimum lease payments payable under the lease arrangement. Lease payments to the Energos Nanook Corporation are impacted by the operating costs incurred by the entity. Management has made assumptions to determine the reasonable operating costs expected to be incurred, and computed the minimum lease payments to be made across the lease period.

Page 17

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

The whole of the turnover is attributable to the principal activity of the Company, which is operating as a lessor for the vessel the Energos Nanook.
In 2024 and 2023, all turnover is derived from the operation of Energos Nanook (formerly known as Golar Nanook), which is on charter with Centrais Eletricas de Sergipe S.A. ("CELSE"). CELSE is a project company that operates a combined cycle power plant in Brazil and delivers power to 26 committed off-takers for 25 years following completion of its construction in March 2020 in accordance with previously executed Power Purchase Agreement contract awarded by the Brazilian Government in 2015.


5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2024
2023
$
$

Finance lease interest expense
38,560,356
38,924,503

Variable finance lease expense
9,075,218
11,886,070

Fees payable to the Company's auditors for the audit of the Company's annual financial statements
18,848
13,650

Finance lease interest expense, which is presented under Cost of sales on the Statement of Comprehensive Income, relates to our lease of the Energos Nanook under a bareboat charter arrangement with Energos Nanook Corporation.


6.


Employees



The Company has no employees other than the directors, who did not receive any remuneration (2023 - $NIL).

The company outsources all manning requirements to third party crewing agents.


7.


Interest receivable

2024
2023
$
$


Other interest receivable
88,741
85,934

88,741
85,934

Page 18

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Taxation


2024
2023
$
$


Foreign tax


Foreign tax on income for the year
2,610,729
2,483,066

2,610,729
2,483,066

Total current tax
2,610,729
2,483,066


2,610,729
2,483,066

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

2024
2023
$
$


Profit/(loss) on ordinary activities before tax
2,573,331
(1,509,966)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
643,333
(354,842)

Effects of:


Income not taxable for tax purposes
(643,333)
354,842

Overseas tax difference
2,610,729
2,483,066

Total tax charge for the year
2,610,729
2,483,066


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Net Investment in Leased Asset

On 31 March 2020 following the commencement of the Sergipe power plant operations by the charterer, the Energos Nanook commenced its sales-type finance lease. The commencement of the lease results in the recognition of the net investment in leased asset (consisting of the present value of the future lease receivables). 
The following table lists the components of our net investment in leased vessel and the maturity profile of the undiscounted lease asset:

2024
$

Year ending 31 December


2025
49,875,032

2026
50,587,426

2027
51,310,787

2028
52,186,350

2029 and thereafter
943,050,364

Total minimum lease receivable
1,147,009,959


Less: unearned interest income
(829,864,482)

Net investment in leased vessel
317,145,477


10.


Debtors

2024
2023
$
$


Trade debtors
4,553,977
4,405,341

Amounts owed by group undertakings
105,930,089
60,679,910

Other debtors
92,236,849
93,446,881

Prepayments and accrued income
55,940
225,128

Tax recoverable
315,222
315,222

203,092,077
159,072,482



11.


Cash and cash equivalents

2024
2023
$
$

Cash at bank and in hand
2,030,051
776,258

2,030,051
776,258


Page 20

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Creditors: Amounts falling due within one year

2024
2023
$
$

Trade creditors
277,475
239,105

Amounts owed to group undertakings
228,008,902
177,503,215

Obligations under finance lease and hire purchase contracts
3,322,905
3,032,463

Other creditors
37,402
37,402

Accruals and deferred income
689,553
863,354

232,336,237
181,675,539


For years ended 31 December 2024 and 2023, deferred revenue relates to the current portion of pre-commissioning revenue under Energos Nanook's charter agreement with CELSE.


13.


Creditors: Amounts falling due after more than one year

2024
2023
$
$

Net obligations under finance leases and hire purchase contracts
292,656,541
295,979,445

Accruals and deferred income
2,886,861
3,038,801

295,543,402
299,018,246


Deferred income relates to the deferred positioning fee related to the Energos Nanook, released over the lease term of 25 years which commenced on 31 March 2020.

Page 21

 
NFE NANOOK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Finance leases

Minimum lease payments under finance leases fall due as follows:


2024
2023
$
$


Within one year
41,479,177
41,592,819

Between 1-5 years
166,030,350
166,030,350

Over 5 years
622,642,224
664,121,402

830,151,751
871,744,571



Less: finance charges allocated to future periods
(534,172,305)
(572,732,663)

Obligation under finance lease
295,979,446
299,011,908

The Company leases the vessel, Energos Nanook, through a bareboat charter arrangement from Energos Nanook Corporation.
The future minimum lease payables are dependent on the estimated operating costs incurred by the Company. Differences between the estimated lease obligation and the actual is charged to "Cost of sales" line item in the Statement of Comprehensive Income as a variable finance lease expense.


15.


Share capital

2024
2023
$
$
Allotted, called up and fully paid



1,000 (2023 - 1,000) Ordinary Shares shares of £1.000 each
1,289
1,289



16.


Reserves

Profit and loss account

The profit and loss reserve represents cumulative losses incurred.


17.


Controlling party

The Company’s immediate parent company is Energos Infrastructure Operating LLC and is a Marshall Islands Limited Liability Company, registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Island MH96960.
The ultimate parent undertaking and controlling party is AP Neptune Holdings Ltd, registered address at 190 Elgin Avenue, George Town, Cayman Islands, KY1-9008.

Page 22