Company registration number 03629582 (England and Wales)
BLUENORD ENERGY UK LTD.
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BLUENORD ENERGY UK LTD.
COMPANY INFORMATION
Directors
Euan Campbell Shirlaw
Cathrine Torgersen
Company number
03629582
Registered office
20 Balderton Street
London
United Kingdom
W1K 6TL
Auditor
Azets Audit Services
37 Albyn Place
Aberdeen
United Kingdom
AB10 1YN
BLUENORD ENERGY UK LTD.
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 20
BLUENORD ENERGY UK LTD.
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company is performing central functions for the wider BlueNord ASA group, including employing key management personnel and leasing a head office facility in London. The company recharges the costs incurred providing these central functions to other BlueNord group companies. The company also continues to seek new E&P investment opportunities in the United Kingdom North Sea. The company is exempt, by virtue of its size, from the requirements to prepare a strategic report.
Results and dividends
The results for the year are set out on page 7.
Despite the disappointing outcome from the company's previous investment in the Huntington field, which the directors believe was as a result of unfortunate external pressures outside their control, they believe that there are still opportunities in the UK North Sea sector to invest in.
No dividend was paid in the year (2024: $nil) on the basis that company does not have sufficient distributable reserves.
Directors
The directors of the company who held office during the year and at the date of this report, was as follows:
Euan Campbell Shirlaw
Cathrine Torgersen
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Political donations
The company made no political contributions during the year (2024: $nil).
Financial instruments
Details of the company's financial instruments are set out in notes 12 and 13 of the financial statements.
Future developments
As set out below, undergoing concern, the directors are therefore continuing to search for new UK oil and gas investment opportunities. The company employs 5 full-time employees as of 31 December 2025.
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
BLUENORD ENERGY UK LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Going concern
At 31 December 2025, the company did not hold an interest in any oil and gas licence interests and reported net liabilities of $10,141,959 and net current liabilities of $948,649 and a loss of $1,561,892 for the year then ended.
The company continues to evaluate new investment opportunities in the UK Continental Shelf, including those that may permit utilisation of the company's brought forward tax losses, and undertakes evaluation of potential prospects and investments.
The company forecasts limited third party financial obligations or financial commitments, other than the employment of its staff, office rent and service costs and group management fees, net of management fee income. The company is financed by inter-company borrowings in order to enable it to meet these obligations and continue to seek new commercial activities for at least the next twelve months.
The company’s going concern assessment is dependent on BlueNord ASA providing additional financial support during the forecast period of at least the next twelve months and not seeking repayment of amounts owed by the company to other group companies. BlueNord ASA has indicated its intention to continue to make available such funds as are needed by the company for at least the next 12 months, and not to seek repayment of amounts currently due. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not have the ability to do so.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
On behalf of the board
Euan Campbell Shirlaw
Director
22 September 2026
BLUENORD ENERGY UK LTD.
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
make judgements 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; and
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
BLUENORD ENERGY UK LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUENORD ENERGY UK LTD.
- 4 -
Opinion
We have audited the financial statements of BlueNord Energy UK LTD. (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 2025 and of its loss 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.
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 Auditor's 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 UK, including the FRC’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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
BLUENORD ENERGY UK LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUENORD ENERGY UK LTD. (CONTINUED)
- 5 -
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 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; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
Auditor's 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 auditor's 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.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
BLUENORD ENERGY UK LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUENORD ENERGY UK LTD. (CONTINUED)
- 6 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and 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 indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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. Our 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 auditor's 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.
Fraser Stark (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
37 Albyn Place
Aberdeen
AB10 1YN
23 September 2026
BLUENORD ENERGY UK LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
$
$
Administrative expenses
(6,430,486)
(5,648,430)
Other operating income
3
5,941,734
4,955,839
Operating loss
4
(488,752)
(692,591)
Interest receivable and similar income
8
9,835
14,144
Interest payable and similar expenses
9
(1,082,975)
(822,114)
Loss before taxation
(1,561,892)
(1,500,561)
Tax on loss
10
Loss and total comprehensive income for the financial year
(1,561,892)
(1,500,561)
The notes on pages 10 to 20 form part of these financial statements.
BLUENORD ENERGY UK LTD.
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
$
$
$
$
Fixed assets
Tangible fixed assets
11
702,155
291,185
Current assets
Debtors
12
526,450
210,020
Cash at bank and in hand
397,862
346,199
924,312
556,219
Creditors: amounts falling due within one year
13
(1,872,961)
(1,351,680)
Net current liabilities
(948,649)
(795,461)
Total assets less current liabilities
(246,494)
(504,276)
Creditors: amounts falling due after more than one year
13
(9,895,465)
(7,006,176)
Net liabilities
(10,141,959)
(7,510,452)
Capital and reserves
Called up share capital
16
10,160,581
10,160,581
Profit and loss reserves
(20,302,540)
(17,671,033)
Total equity
(10,141,959)
(7,510,452)
The notes on pages 10 to 20 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 22 September 2026 and are signed on its behalf by:
Euan Campbell Shirlaw
Director
Company registration number 03629582 (England and Wales)
BLUENORD ENERGY UK LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Balance at 1 January 2024
10,160,581
(16,824,128)
(6,663,547)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(1,500,561)
(1,500,561)
Transactions with owners in their capacity as owners:
Share-based incentive program
-
653,656
653,656
Balance at 31 December 2024
10,160,581
(17,671,033)
(7,510,452)
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
(1,561,892)
(1,561,892)
Transactions with owners in their capacity as owners:
Share-based incentive program
-
(1,069,615)
(1,069,615)
Balance at 31 December 2025
10,160,581
(20,302,540)
(10,141,959)
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
1
Accounting policies
Company information
BlueNord Energy UK Ltd (the registered “Company”) is a private company incorporated and domiciled in the UK. The registered number is 03629582 and the registered address is 20 Balderton Street, London, England W1K 6TL.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in USD, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements have been prepared under the historical cost convention.
In preparing these financial statements, the Company has applied the recognition, measurement and disclosure requirements of International Accounting Standards in conformity with the requirements of the Companies Act 2006. The Company has also taken advantage of the available FRS 101 disclosure exemptions in relation to the items listed below.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
Cash Flow Statement and related notes;
Comparative period reconciliations for share capital, tangible fixed assets;
Disclosures in respect of capital management;
The effects of new but not yet effective IFRSs;
Disclosure of Key Management Personnel;
Certain disclosures in respect of leases; and
Details of transactions with related parties whose shares are wholly owned in the BlueNord ASA group.
The Company's ultimate parent undertaking BlueNord ASA includes the Company in its consolidated financial statements. The consolidated financial statements of BlueNord ASA are prepared in accordance with International Financial Reporting Standards and are available to the public and may be obtained from the address in note 18.
As the consolidated financial statements of BlueNord ASA include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
The disclosure required by IFRS 7 and IFRS 13 regarding financial instrument disclosures have not been provided apart from those which are relevant for the financial instruments which are held at fair value and are not either held as part of trading portfolio or derivatives.
IFRS 2 Share-Based Payments in respect of Group settled share-based payments.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
1.2
Going concern
At 31 December 2025, the Company did not hold an interest in any oil and gas licence interests and reported net liabilities of $10,141,959 and net current liabilities of $948,649 and a loss of $1,561,892 for the year then ended.true
The Company continues to evaluate new investment opportunities in the UK Continental Shelf, including those that may permit utilisation of the Company's brought forward tax losses, and undertakes evaluation of potential prospects and investments.
In the going concern period, the Company forecasts limited third party financial obligations or financial commitments, other than the employment of its staff, office rent and service costs and group management fees. The Company is financed by inter-company borrowings in order to enable it to meet these obligations and continue to seek new commercial activities for at least the next twelve months.
The Company’s going concern assessment is dependent on BlueNord ASA providing additional financial support during the forecast period and not seeking repayment of amounts owed by the company to other group companies. BlueNord ASA has indicated its intention to continue to make available such funds as are needed by the company for the period of at least the next twelve months, and not to seek repayment of amounts currently due. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not have the ability to do so.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
1.3
Other operating income
The Company acts as a central service provider for various group activities. Income from services provided to group undertakings is measured at the consideration to which the Company expects to be entitled, calculated by reference to qualifying costs allocated in accordance with the Group’s transfer pricing policy, together with a mark-up of 7.5%
1.4
Tangible fixed assets
Property, plant and equipment comprise hardware, furniture and fittings. Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment losses.
The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred.
The cost of property, plant and equipment is depreciated over the estimated useful economic life of the asset.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Land and buildings
Over the life of the asset
Hardware, furniture and fittings
3 to 5 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Assets are tested for impairment if indicators of impairment are identified. At each reporting date, management reviews tangible fixed assets for indicators of impairment.
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.5
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash at bank and in hand
Cash and cash equivalents comprise cash balances held in bank accounts.
1.7
Financial assets
Financial assets are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.8
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
The parent company, BlueNord ASA has granted equity settled share-based payments to group employees, including certain employees of the company. The share options granted to any colleagues across the BlueNord ASA Group are in respect of ordinary shares in the parent company. The grant date fair value of equity-settled share-based payment arrangements is recognised as an expense over the vesting period of the awards and credited to equity. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service is expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service at the vesting date. At each balance sheet date, the Group revises its estimates of the number of shares under options that are expected to become exercisable on the vesting date and recognises the impact of the revision of the estimates in profit or loss, with a corresponding adjustment to the equity over the remaining vesting period.
1.14
Leases
As lessee
A right-of-use asset is initially measured at cost which comprises: the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date (or transition date if earlier); initial direct costs incurred; estimate of costs to dismantle, remove or restore the underlying asset or the site to which it is located; and lease incentives received. A right-of-use asset is subsequently depreciated using the straight-line method from the commencement (or transition) date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those for property, plant and equipment. A right-of-use asset’s value may be reduced where an impairment is necessary and may also be adjusted where a remeasurement of the lease liability is appropriate.
A lease liability is initially measured at the present value of future lease payments on the commencement date (or transition date if earlier) having been discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate of the Company, taking into account the risk profile of the asset and its location. Typically, the Company uses the incremental borrowing rate as the discount rate. Lease payments included in the measurement of the lease liability will comprise one or more of the following: fixed payments; variable lease payments that are dependent on an index or a rate, initially measured using the index or the rate at the commencement date; lease payments with an optional renewal period where the Company is reasonably certain it will exercise its option to renew; and penalties for early termination of the lease unless the Company is reasonably certain it will allow its lease to run its committed term. The lease liability is measured at amortised cost using the effective interest method. Lease liabilities are remeasured when there is a change in the expected future lease payments arising from a change in the adopted index or rate, or if the Company changes its assessment of whether either extension or termination options will be exercised. When the lease liability is remeasured in this way a corresponding adjustment is made to the carrying value of the right-of-use asset, or it is recorded in the profit and loss account if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. The Company recognises the lease payments associated with these leases as an expense in the profit and loss account on a straight-line basis over the lease term.
1.15
Foreign exchange
The financial statements are presented in United States Dollars which is the functional currency of the company. Transactions in foreign currency are translated into the functional currency using the exchange rate prevailing at the date of the transactions. Gains and losses resulting from setting such transactions and from the translation at period end exchanges rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Non-monetary items are translated using the exchange rates as at the date of the original transactions.
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.16
Interest income/(expense)
Interest income/(expense) is recognised using the effective interest rate method. In calculating interest income/(expense), the effective interest rate is applied to the gross carrying amount of the asset, when the asset is not impaired or to the amortised cost of the liability for the interest expense. For financial assets that have been impaired after initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer impaired the interest income calculation reverts to the gross carrying amount.
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Key sources of estimation uncertainty
Fair value of long-term incentive share-based payment scheme
The fair value of the Groups equity settled share-based payment scheme was determined using a Monte Carlo methodology with 1,000,000 simulations, which management believes provides a sufficient level of accuracy and stability in the results. This methodology was deemed appropriate due to complex features of the award, including multiple share performance conditions. The simulation considered the following key assumptions for the 2024, 2025 and 2026 awards:
2024 award:
Adjusted stock price 516 NOK
Risk free interest rate 4.38%
Expected volatility 27.00%
Dividend yield 0%
2025 award:
Adjusted stock price 516 NOK
Risk free interest rate 4.08%
Expected volatility 38.00%
Dividend yield 0%
2026 award:
Adjusted stock price 516 NOK
Risk free interest rate 3.88%
Expected volatility 40.90%
Dividend yield 0%
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
3
Other operating income
2025
2024
$
$
Recharge income from group undertakings
5,896,772
4,955,839
Gain on derecognition of lease liability
44,962
-
4
Operating loss
2025
2024
Operating loss for the year is stated after charging:
$
$
Recharge expense from group subsidiaries
359,427
508,090
Depreciation of property, plant and equipment
181,162
104,448
Share-based payment expense
503,306
829,064
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the company
36,113
42,132
For other services
Other services
4,725
13,365
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Administrative
5
6
Their aggregate remuneration comprised:
2025
2024
$
$
Wages and salaries
2,857,290
2,735,009
Social security costs
809,280
464,685
Pension costs
82,690
88,426
Costs relating to share-based payments
503,306
829,064
Other personnel expenses
195,740
207,464
4,448,306
4,324,648
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
7
Directors' remuneration
2025
2024
$
$
Remuneration for qualifying services
216,143
72,771
Company pension contributions to defined contribution schemes
1,544
1,681
217,687
74,452
8
Interest receivable and similar income
2025
2024
$
$
Interest income
Bank interest receivable
9,835
14,144
9
Interest payable and similar expenses
2025
2024
$
$
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
888,944
774,375
Interest on lease liabilities
31,001
27,675
Other financial expenses
638
333
920,583
802,383
Other finance costs:
Exchange differences
162,392
19,731
Total finance costs
1,082,975
822,114
10
Taxation
The charge for the year can be reconciled to the loss per the profit and loss account as follows:
2025
2024
$
$
Loss before taxation
(1,561,892)
(1,500,561)
Expected tax credit based on a corporation tax rate of 40.00% (2024: 40.00%)
(624,757)
(600,224)
Unutilised tax losses carried forward
624,757
600,224
Taxation charge for the year
-
-
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
(Continued)
- 18 -
Factors affecting the future tax charge
The statutory tax rate for the company is 40% comprising corporation tax at 30% and supplementary corporation tax of 10%. The Company's future tax charges are expected to be reduced as a result of unrecognised deferred tax losses.
Deferred tax
Following the exit of the company from the Huntington licence, the Directors do not currently forecast with sufficient certainty that there will be suitable taxable profits to utilise the carry forward deferred tax asset. On 31 December 2025, the Company has estimated gross unrecognised corporation tax losses of $104.9m (2024: $103.3m).
11
Tangible fixed assets
Land and buildings
Hardware, furniture and fittings
Total
$
$
$
Cost
At 1 January 2025
450,076
105,418
555,494
Additions
735,745
29,218
764,963
Disposals
(450,076)
(6,447)
(456,523)
At 31 December 2025
735,745
128,189
863,934
Accumulated depreciation and impairment
At 1 January 2025
202,534
61,775
264,309
Charge for the year
158,931
22,231
181,162
Eliminated on disposal
(279,716)
(3,976)
(283,692)
At 31 December 2025
81,749
80,030
161,779
Carrying amount
At 31 December 2025
653,996
48,159
702,155
At 31 December 2024
247,542
43,643
291,185
Tangible fixed assets includes right-of-use assets, as follows:
Right-of-use assets
2025
2024
$
$
Net values at the year end
Property
653,996
247,542
Depreciation charge for the year
Property
158,931
80,936
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
12
Debtors
2025
2024
$
$
VAT recoverable
156,300
18,543
Other debtors
315,891
134,310
Prepayments and accrued income
54,259
57,167
526,450
210,020
13
Creditors
Due within one year
Due after one year
2025
2024
2025
2024
Notes
$
$
$
$
Creditors
14
1,606,682
1,246,148
9,485,272
6,794,618
Lease liabilities
15
266,279
105,532
410,193
211,558
1,872,961
1,351,680
9,895,465
7,006,176
14
Creditors
Due within one year
Due after one year
2025
2024
2025
2024
$
$
$
$
Trade creditors
133,883
19,340
Amounts owed to parent undertakings
-
-
9,485,272
6,732,293
Accruals and deferred income
821,710
1,131,687
62,325
Other creditors
651,089
95,121
-
-
1,606,682
1,246,148
9,485,272
6,794,618
Amounts owed to parent undertakings all related to BlueNord ASA. This comprises an interest-bearing loan with interest charged at an aggregate of a fixed rate margin of 4.8% plus SOFR. The term loan has a repayment date of 31 July 2031.
15
Lease liabilities
2025
2024
Maturity analysis of lease payments
$
$
Within one year
283,848
126,908
In two to five years
473,080
220,697
Total undiscounted liabilities
756,928
347,605
Future finance charges and other adjustments
(80,456)
(30,515)
Lease liabilities in the financial statements
676,472
317,090
BLUENORD ENERGY UK LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
Lease liabilities
(Continued)
- 20 -
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2025
2024
$
$
Current liabilities
266,279
105,532
Non-current liabilities
410,193
211,558
676,472
317,090
16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary of £1 each
6,287,138
6,287,138
10,160,581
10,160,581
No interim dividend was paid (2024: $nil). No final dividend is proposed (2024: $nil).
No share capital was issued in the current or prior year.
17
Events after the reporting date
No post Balance sheet events require adjustment to or disclosure in these financial statements.
18
Ultimate and immediate parent company
The Directors consider BlueNord ASA, incorporated in Norway and listed on Oslo Stock Exchange, to be the ultimate parent company and controlling party at the year end. Copies of the consolidated accounts of BlueNord ASA are available from Nedre Vollsgate 3, Oslo, Norway, or on the internet at www.bluenord.com. In the opinion of the Directors there is no ultimate controlling party of the ultimate parent company. The immediate parent company is BlueNord Energy Denmark A/S. BlueNord Energy Denmark A/S is a wholly owned subsidiary of BlueNord ASA.
19
Long-term performance share programmes
In 2022, an annual Long-term Performance Share Programme and a one-off Executive Retention Share Programme was implemented, replacing the Share Option Programme as BlueNord’s LTI plan for executives and employees. The programme applies to all permanent employees. More details on the Long-term performance share programme see the Executive remuneration report for 2025, available from www.bluenord.com.
A share-based payment expense of $503,306 (2024: $829,064) was recorded in the year for the company from share options issued by its parent.
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