North Sea Natural Resources Ltd

Registered number

07316877

Unaudited Filleted Accounts

31 December 2025

North Sea Natural Resources Ltd
Registered number:		07316877
Balance Sheet
as at 31 December 2025

Notes			2025			2024
£				£
Fixed assets
Intangible assets	3		10,576,120			10,567,669
Tangible assets	4		850			6,373
			10,576,970			10,574,042

Current assets
Debtors	5	165,460			189,372
Cash at bank and in hand		829,582			1,668,058
		995,042			1,857,430

Creditors: amounts falling due within one year	6	(111,952)			(48,880)

Net current assets			883,090			1,808,550

Total assets less current liabilities			11,460,060			12,382,592

Creditors: amounts falling due after more than one year	7		(40,291,657)			(43,383,004)



Net liabilities			(28,831,597)			(31,000,412)

Capital and reserves
Called up share capital			6,674			6,674
Share premium			1,297,470			1,297,470
Share option reserve			1,361,064			1,186,925
Profit and loss account			(31,496,805)			(33,491,481)

Shareholders' funds			(28,831,597)			(31,000,412)

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 9 September 2026

North Sea Natural Resources Ltd
Notes to the Accounts
for the year ended 31 December 2025


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 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 b) 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 farm-down for exploring the further prospectivity on our licenses is a reasonable assumption based on our analysis of scientific data collected from the licence site.

	Pensions
	Contributions to defined contribution plans are expensed in the period to which they relate.


2	Employees					2025		2024
Number							Number

	Average number of persons employed by the company					2		2


3	Intangible fixed assets							£
	Scientific exploration and evaluation, including drilling in the licence area.

	Cost
	At 1 January 2025							33,963,586
	Additions							8,451
	Disposals							-
	At 31 December 2025							33,972,037

	Impairment
	At 1 January 2025							23,395,917
	Provided during the year							-
	On disposals							-
	At 31 December 2025							23,395,917

	Net book value
	At 31 December 2025							10,576,120
	At 31 December 2024							10,567,669


4	Tangible fixed assets
								Office equipment
£
	Cost
	At 1 January 2025							20,361
	At 31 December 2025							20,361

	Depreciation
	At 1 January 2025							13,988
	Charge for the year							5,523
	At 31 December 2025							19,511

	Net book value
	At 31 December 2025							850
	At 31 December 2024							6,373


5	Debtors					2025		2024
£							£

	Prepayments					145,361		173,043
	VAT recoverable					11,859		15,304
	Other debtors					8,240		1,025
						165,460		189,372


6	Creditors: amounts falling due within one year					2025		2024
£							£

	Bank loans and overdrafts					-		10,427
	Trade creditors					106,905		36,250
	Accrued expenses					4,915		1,909
	Other creditors					132		294
						111,952		48,880


7	Creditors: amounts falling due after one year					2025		2024
£							£

	Bank loans					-		13,311
	Convertible loan notes					40,291,657		43,369,693
						40,291,657		43,383,004


8	Convertible loan notes					2025		2024
£							£

	Convertible loan notes					40,291,657		43,369,693

	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					2025		2024
£							£

	(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:
						2025		2024
£							£
	Profit / (loss) before tax					1,994,676		(430,909)

	Tax calculated at 40% (2024: 40%)					797,870		(172,364)
	Effects of:
	Prior year tax adjustments
	Items taxed at rate other than 40%					(1,325)
	Income not taxable					(305,873)		(797,201)
	Non-deductible expenditure					146,764		87,335
	Movement in temporary differences not recognised					69,076		882,229
	Utilisation of brought forward losses					(706,512)

	Total tax (credit)/charge reported in the income statement					-		-


10	Deferred tax

	A potential deferred tax asset of £32m 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 2025 the company has ring-fenced trading losses of £59m, supplementary charge losses of £55m, and EPL losses of £56m, 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					2025		2024
£							£

	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.

		2025		2025		2024		2024
no.			£		no.		£
	The Estate of Niels Arveschoug Deceased
	Total shares held	475,000		100		475,000		100
	Share options awarded					(9,143)		(68,295)

	Jonathan Barrett
	Total shares held	28,319		283,190		28,319		283,190
	Share options awarded	13,333		40,973		13,333		40,973
	Loan notes held	145		27,216		145		27,216

	James Edens
	Total shares held	250		2,500		250		2,500
	Share options awarded	33,333		102,435		33,333		102,435
	Loan notes held	911		33,328		911		33,328
	Remuneration and benefits			250,759				251,321

	John Akridge IV
	Total shares held	3,794		37,940		3,794		37,940
	Loan notes held	23,436		838,121		23,436		838,121

	Lothar Christian Fuchs
	Remuneration and benefits							33,333

13	Related party transactions continued
		2025		2025		2024		2024
no.			£		no.		£
	Mark Cadman
	Total shares held	4,300		39,997		4,300		39,997
	Share options awarded	10,000		30,731		13,333		40,973
	Remuneration and benefits			31,125				73,556

	Dennis Ainsworth
	Total shares held	500		4,545		500		4,545

	Charles Good
	Total shares held	4,778		106,977		4,778		106,977

	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					2025		2024
£							£

	Opening share options					625,636		577,983
	Share options issued					-		-
	Short dated share options issued					-		-
	Short dated share options cancelled					-		(12,449)
	Share options issued/cancelled to employees and sub-contractors					56,666		57,522
	Options redeemed for shares					-		-
	Share options potentially due to be issued under introductory agreement					1,416		2,580
	Total share options for 1p ordinary shares.					683,718		625,636


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