ACCOUNTS - Final Accounts preparation

NP OIL & GAS HOLDINGS LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-31the investment in, and to act as a holding company for, oil and gasdevelopment and production opportunities22022-01-01true2truetrue 04991255 2022-01-01 2022-12-31 04991255 2021-01-01 2021-12-31 04991255 2022-12-31 04991255 2021-12-31 04991255 c:Director1 2022-01-01 2022-12-31 04991255 d:CurrentFinancialInstruments 2022-12-31 04991255 d:CurrentFinancialInstruments 2021-12-31 04991255 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 04991255 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 04991255 d:ShareCapital 2022-12-31 04991255 d:ShareCapital 2021-12-31 04991255 d:SharePremium 2022-12-31 04991255 d:SharePremium 2021-12-31 04991255 d:RetainedEarningsAccumulatedLosses 2022-12-31 04991255 d:RetainedEarningsAccumulatedLosses 2021-12-31 04991255 c:OrdinaryShareClass1 2022-01-01 2022-12-31 04991255 c:OrdinaryShareClass1 2022-12-31 04991255 c:OrdinaryShareClass1 2021-12-31 04991255 c:EntityNoLongerTradingButTradedInPast 2022-01-01 2022-12-31 04991255 c:FRS102 2022-01-01 2022-12-31 04991255 c:Audited 2022-01-01 2022-12-31 04991255 c:FullAccounts 2022-01-01 2022-12-31 04991255 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 04991255 c:SmallCompaniesRegimeForAccounts 2022-01-01 2022-12-31 04991255 6 2022-01-01 2022-12-31 04991255 e:PoundSterling 2022-01-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered Office: 04991255

NP OIL & GAS HOLDINGS LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

TWP Accounting LLP

Chartered Accountants & Statutory Auditors

The Old Rectory

Church Street

Weybridge

Surrey

KT13 8DE

NP OIL & GAS HOLDINGS LIMITED

REGISTERED NUMBER: 04991255

BALANCE SHEET

AS AT 31 DECEMBER 2022

		2022		2021
Note		$000		$000



Creditors: amounts falling due within one year	6	(5,613)		(5,613)
Net current liabilities			(5,613)		(5,613)
Total assets less current liabilities			(5,613)		(5,613)

Net liabilities			(5,613)		(5,613)

Capital and reserves
Called up share capital	7	1,173	1,173
Share premium account		12,450	12,450
Profit and loss account		(19,236)	(19,236)
		(5,613)	(5,613)

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 22 December 2023.

Campbell Joseph Airlie

Director

The notes on pages 2 to 5 form part of these financial statements.

Page 1

NP OIL & GAS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.	General information

NP Oil & Gas Holdings 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 is 93-95, Gloucester Place, London, W1U 6JQ.
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 2022 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

The Company is, in the short term, wholly dependent on cash collections from sister companies within the I-Pulse Inc. (“I-Pulse”) group of companies and funding from its immediate and ultimate parent companies, High Power Petroleum LLC (“H2P”) and I-Pulse.
The group of companies that this entity is a part of is currently undergoing a restructure that the Directors expect to conclude within the next 12 months of approval of these financial statements. The company will be part of a new group and have a new ultimate controlling party and parent company. The Directors confirm that the entity will continue to trade and receive support from its group and therefore believe the entity remains a going concern.

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'.

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NP OIL & GAS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.5

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.

2.6

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.

Employees

The average monthly number of employees, including directors, during the year was 2 (2021 - 2).

4.	Fixed asset investments

		Investments in subsidiary companies
		$000
	Cost or valuation
	At 1 January 2022	28,635
	Disposals	(16,709)
	At 31 December 2022	11,926
	Impairment
	At 1 January 2022	28,635
	Impairment on disposals	(16,709)
	At 31 December 2022	11,926
	Net book value
	At 31 December 2022	-
	At 31 December 2021	-

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NP OIL & GAS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Debtors

Amounts owing from group company High Power Petroleum (NOP) UK Limited represents $7,250,850 (2021 : $nil). The original amount represents CAD9,825,000 (2021: CAD nil) which was fully provided against during this year.

6.	Creditors: Amounts falling due within one year
		2022	2021
		$000	$000

Amounts owed to group undertakings	5,613	5,613
	5,613	5,613

Amounts owed to group undertaking are unsecured, interest free and repayable on demand. The amount is owed to the parent of the smallest group High Power Petroleum LLC which does not have the intention to withdraw the balances immediately so as to not jeopardise the Company’s financial position, but will rather be withdrawn when the Company is in a better financial position.

7.	Share capital
		2022	2021
		$000	$000

Authorised, allotted, called up and fully paid

720,000 (2021 - 720,000) Ordinary shares shares of £1.00 each	1,173	1,173

8.	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.

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.
The ultimate parent undertaking and controlling party of the Company is I-Pulse Inc., a company incorporated in the United States of America and registered in the state of Delaware.
High Power Petroleum LLC is the parent of the smallest group and I-Pulse Inc. is the parent of the largest group in which the Company is consolidated. Copies of the accounts of I-Pulse Inc. are available at the parent company's registered office address from 251 Little Falls Drive, Wilmington, Delaware.

Page 4

NP OIL & GAS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

10.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2022 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. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. While we did not see anything during our work that indicated the company and the group of companies it is a part of would be closed we were unable to obtain sufficient evidence regarding parent company support or intentions for the entity for at least the next 12 months from date of approval of these accounts. Our opinion is not modified in respect of this matter.
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.

The audit report was signed on 22 December 2023 by Paul Hawksley FCA CTA MAAT (Senior Statutory Auditor) on behalf of TWP Accounting LLP.

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