In preparing the directors’ report, the directors have taken advantage of the small companies exemption under section 414B of the Companies Act 2006 not to prepare a Strategic Report.

Lansdowne Celtic Sea Limited is an energy company focused on exploration and appraisal for oil and gas offshore Ireland.

The Company recorded a loss on ordinary activities before tax for the year of £ 15,883,639 (2022:£nil).

The Company’s balance sheet as at 31 December 2023 is on page 6 and shows net liabilities of £ 21,760,713 (2022:£5,887,442). As at 31 December 2023, the Company held £nil (2022: £16,335,869) in intangible assets incurred in connection with the Company’s exploration licences in the Celtic Sea and their associated work programs.

During the year the company decided to write down the value of the intangible asset due to the uncertain nature of the underlying circumstances.

The Company is exposed to a wide range of risks in the conduct of its operations. The Directors are responsible for the effectiveness of the Company’s risk management activities and internal control purposes. These risk include:

Financial risks:

•     Ability to raise finance to pursue litigation

•    Cost inflation

•    Oil and gas price movements

•    Adverse taxation legislative changes

•    Third party counterparty credit risk

•    Adverse foreign exchange movements

•    Changes in government policy

Operational risks:

•    Loss of key employees

•    Delay and cost overrun on projects, including weather related delay

•    HSE incidents

•    Poor reservoir performance

•    Exploration and appraisal well failures

Strategic and external risks:

•    Failure of third-party services

•    Deterioration of capital markets, inhibiting efficient equity and/​or debt raising for developments

•    Commercial misalignment with co-venturers

•    Material fall in oil or gas prices

Market Risks:

The key risk facing the Company is failure to be granted compensation for the loss of the Barryroe asset, which is being pursued under the Energy Charter Treaty.

On behalf of the board

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the income statement within the financial statements.

Lansdowne Celtic Sea Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Pinsent Masons Llp, 30 Crown Place, London, EC2A 4ES. The company's principal activities and nature of its operations are disclosed in the directors' report.

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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• inclusion of an explicit and unreserved statement of compliance with IFRS;

• presentation of a statement of cash flows and related notes;

• disclosure of the objectives, policies and processes for managing capital;

• disclosure of key management personnel compensation;

• disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

• the effect of financial instruments on the statement of comprehensive income;

• comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

• a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;

• comparative narrative information;

• related party disclosures for transactions with the parent or wholly owned members of the group.

Where required, equivalent disclosures are given in the group accounts of Lansdowne Oil & Gas plc. The group accounts of Lansdowne Oil & Gas Pls are available to the public and can be obtained as set out in note 7.

The Directors have prepared the financial statements on the going concern basis which assumes that the Company will continue in operational existence for at least 12 months from the date of the approval of these financial statements. The Company shows net current liabilities of £21,760,713 (2022: £21,701,312) and net liability of £ 21,760,713 (2022: £5,877,442), and is subject to the principal risks and uncertainties described in the Directors’ report. The Company is dependent on funding provided by its parent entity, Lansdowne Oil & Gas Plc (“Lansdowne”), which has confirmed that amounts due to it will not be called for a period of at twelve months from the date of approval of the Company’s financial statements and that it will continue to provide financial support to the Company to meet its liabilities as they fall due.

The Directors have carefully reviewed the future prospects of the Company and its future cash flows, having assessed this the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being at least the next 12 months from the signing of these financial statements.

For this reason, the directors continue to adopt the going concern basis for the preparation of the Financial Statements. Accordingly, these financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the company was unable to continue as a going concern.

The Company’s intangible assets comprised exploration and evaluation assets with a carrying value of £Nil (2022: £16.3 million).

At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets to assess whether any indicators of impairment exist.

For the year ended 31 December 2023, the Company fully impaired its intangible assets. The carrying value of intangible assets is £nil as at the reporting date.

Intangible assets not yet available for use are tested annually for impairment. Where applicable, impairment losses are recognised in profit or loss.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of selling or repurchasing it in the near term, or

• on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or

• it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The average monthly number of persons (including directors) employed by the company during the year was:

At 31 December 2023, the carrying amount of intangible assets was £nil (2022: £16.3 million), following a full impairment recognised during the year.

The company's ultimate parent undertaking is Lansdowne Oil & Gas plc, a company incorporated in England and Wales.

Copies of the Lansdowne Oil & Gas plc consolidated financial statements are available on the company’s website at www.lansdowneoilandgas.com