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Registered number: 10525265 HIGH POWER PETROLEUM (NOP) UK LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2024 TWP Accounting LLP Chartered Accountants & Statutory Auditors The Old Rectory Church Street Weybridge Surrey KT13 8DE
HIGH POWER PETROLEUM (NOP) UK LIMITED REGISTERED NUMBER: 10525265 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | $000 |  | $000
Creditors: amounts falling due within one year | 5 | (984) |  | (7,414) |
Net current liabilities |  |  | (984) |  | (7,414)
Capital and reserves |  |  |  |  |
Called up share capital | 6 |  | 9,293 |  | 2,036
Share premium account |  |  | 897 |  | 897
Profit and loss account |  |  | (11,174) |  | (10,347)
|  |  | (984) |  | (7,414)
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 13 April 2026.
Scott Hugh Aitken
Director
The notes on pages 2 to 5 form part of these financial statements. Page 1
HIGH POWER PETROLEUM (NOP) UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
High Power Petroleum (NOP) 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 33 Cavendish Square, Level 5, London, W1G 0PW. The Company’s principal activity is the investment in, and to act as a holding company for, oil and gas development and production opportunities. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets. The financial statements of the company for the year ended 31 December 2024 have been prepared in accordance with with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. Monetary amounts in these financial statements are rounded to the nearest thousand US Dollars.
| 2.2 | Going concern
Subsequent to the balance sheet date, the Director has taken the decision to begin winding down procedures of the company. Accordingly, these financial statements are prepared on a basis other than going concern (the break up basis). As part of this the balance sheet has been reviewed and any debtors balances that are unlikely to be paid have been impaired or written down to their recoverable value. Blue Spark Energy Systems Inc (the ultimate parent entity) has approved a defined cost envelope for the implementation of the restructuring plan and it is currently intended that funding will be made available within the limits of that approved budget to enable the company to meet its obligations and implement the restructuring and eventual wind down in an orderly manner
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 2
HIGH POWER PETROLEUM (NOP) UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
3. | Employees
| The average monthly number of employees, including directors, during the year was 1 (2023 - 1).
4. | Debtors
Amounts owing from associated company Cabot Energy Inc. reached a total of $38,464,453 during the year ended 31 December 2024 (2023: $761,000). During the year loan and intercompany receivable balances relating to Cabot Energy Inc. were transferred to the Company as part of an intercompany contribution during a wider group restructuring.. These balances had been previously fully impaired and therefore no impairment expense arose on transfer. Further advances made during the year of $979 070 have been fully impaired as these have been assessed to be non-recoverable and accordingly the carrying value of amounts due from Cabot Energy Inc. at the balance sheet date is $nil.
5. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Amounts owed to group undertakings | 984 | 7,414
|  | 984 | 7,414
| .Amounts owed at 31 December 2023 were contributed and capitalised as part of the group restructuring during 2024.
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HIGH POWER PETROLEUM (NOP) UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
|  | Allotted, called up and fully paid |  |
|  | 750,528,121 (2023 - 164,418,966) Ordinary Shares shares of £0.01 each | 9,293 | 2,036
During the year, as part of a wider group restructuring, the Company issued 574,589,069 ordinary shares to High Power Petroleum LLC in settlement of an intercompany payable and the transfer of certain group receivables. The intercompany payable of $7,256,745 (2023: $7,413,945) was capitalised and recognised as share capital. The receivables transferred had no recoverable value at the date of transfer.
7. | Related party transactions
| The company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertakings of the group.
8. | Post balance sheet events
After the reporting date, the company and its parent undertaking entered into a group restructuring in which the outstanding amount due to group undertakings was forgiven, reducing the intercompany creditor balance to nil. As this decision was made after the reporting date, it has been treated as a non-adjusting event and, accordingly, no adjustment has been made to the amounts recognised in the financial statements. The financial effect of this event is that the liability of $984k due to the parent company has been written off in 2025.
9. | Controlling party
The immediate parent undertaking of the Company is High Power Petroleum LLC, a company incorporated in the United States of America and registered in the state of Delaware. As at 31 December 2024, the ultimate parent undertaking and controlling party of the Company is Blue Spark Energy Sytems Inc, a company registered in Delaware. Copies of the accounts of Blue Spark Energy Systems Inc are available at the parent company's registered office address 251 Little Falls Drive, Wilmington, Delaware. During the year, following a restructuring and demerger effective 31 May 2024, control of the Company transferred from I-Pulse Inc. to Blue Spark Energy Systems Inc. Page 4
HIGH POWER PETROLEUM (NOP) UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Auditor's information
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
| In their report, the auditor emphasised the following matter without qualifying their report: We draw attention to note 2.2 in the financial statements. Subsequent to the balance sheet date, the Directors have taken the decision to begin winding down procedures of the company. Accordingly, these financial statements are prepared on a basis other than going concern (the break up basis). As part of this the balance sheet has been reviewed and any debtor balances that are unlikely to be paid have been impaired or written down to their recoverable value. The Directors have received assurances from Blue Spark Energy Systems Inc (BSES) that they will continue to receive support while the company is being closed down. Our opinion is not modified in respect of this matter. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The audit report was signed on 13 April 2026 by Paul Hawksley FCA CTA MAAT (Senior Statutory Auditor) on behalf of TWP Accounting LLP. This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. The audit work has been undertaken so that Auditors' might state to the company’s members those matters the Auditors' are required to state in an auditor’s report and for no other purpose. To the fullest extent permitted by law, TWP Accounting LLP will not accept or assume responsibility to anyone other than the company and the company’s members as a body, for the audit work, for the Independent Auditors' Report, or for the opinions formed.
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