REG-ADM Energy Plc: Final Results
09/02/2026 07:02
9 February 2026
ADM Energy PLC
("ADM" or the "Company")
Final Results and Publication of Annual Report
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resource investing
company, announces its audited full year results for the 12 months ended 31
December 2024.
The Company will be publishing its Annual Report and Accounts, which will be
made available on the Company's website at www.admenergyplc.com and are being
sent to Shareholders.
Extracts from the audited full year results can be found below.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.
Enquiries:
ADM Energy plc +1 214 675 7579
Randall Connally, Chief Executive Officer
www.admenergyplc.com
Cairn Financial Advisers LLP +44 207 213 0880
(Nominated Adviser)
Jo Turner / Liam Murray / Ed Downes
AlbR Capital Limited +44 207 399 9400
(Broker)
Gavin Burnell / Colin Rowbury
ODDO BHF Corporates & Markets AG +49 69 920540
(Designated Sponsor, Frankfurt Stock Exchange)
Michael B. Thiriot
About ADM Energy PLC
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural resources investing
company with investments including a 100% interest in Vega Oil and Gas, LLC
(“ Vega ”) and through Vega holds a
25% carried working interest in the Altoona Lease, California (“
Altoona ”); a 41.4% economic interest in JKT
Reclamation, LLC (“ JKT ”); a 42.2%
economic interest in OFX Technologies, LLC (www.ofxtechnologies.com) (“
OFXT ”), and through OFXT holds 100% of
Efficient Oilfield Solutions, LLC (“ EOS
”); and, a 9.2% profit interest in the Aje Field, part of OML 113, which
covers an area of 835km² offshore Nigeria. Aje has multiple oil, gas, and gas
condensate reservoirs in the Turonian, Cenomanian and Albian sandstones with
five wells drilled to date.
Forward Looking Statements
Certain statements in this announcement are, or may be deemed to be,
forward-looking statements. Forward looking statements are identified by their
use of terms and phrases such as "believe", "could", "should", "envisage'',
"estimate", "intend", "may", "plan", "potentially", "expect", "will" or the
negative of those, variations or comparable expressions, including references
to assumptions. These forward-looking statements are not based on historical
facts but rather on the Directors' current expectations and assumptions
regarding the Company's future growth, results of operations, performance,
future capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business prospects and
opportunities. Such forward-looking statements reflect the Directors' current
beliefs and assumptions and are based on information currently available to
the Directors.
Non-executive Chairman’s Statement
Dear Stakeholders,
During 2024 the Board continued the ground up rebuilding of ADM initiated in
2023 with a focus on
building a portfolio oil and gas productive and cash generative investments in
the U.S. onshore oil and gas
industry. Consistent with our Chairman’s macro view of world energy
requirements and continued appetite for oil and gas production, the Company
believes that establishing a portfolio positioned accordingly will create
long-term and sustainable value for shareholders.
The investment thesis around which the Board is rebuilding the Company is
based on the premise that production, specifically oil production in major
U.S. shale lays is at, or very near, its peak. This view is shared by then-CEO
(current Chairman) of NYSE-listed Diamondback Energy (market cap circa US$44
billion),Travis Stice who stated at Diamondback’s 2025 shareholder meeting
that “production has peaked” in the major U.S. shale plays.
The Board believes that the major implications of a coming peak or plateau
(and eventual decline) in shale production is that the onshore focus of the
U.S. industry will (i) shift back to greater emphasis on exploration and
exploitation of historically prolific conventional oil and gas provinces
within the U.S. through drilling and the application of enhanced oil recovery
techniques and technologies; and, (ii) toward the application of technologies
refined in shale plays to other, historically underdeveloped, resource plays.
Our Upstream Strategy therefore is to position the Company with a portfolio
consisting of select core areas within the United States major oil and gas
producing basins that combine critical mass of production to support a
self-sustaining enterprise with upside in the form of either drilling
inventory or enhanced oil recovery potential. We believe that a company built
around this thesis will be an attractive acquisition candidate as larger
onshore oil companies shift focus back to conventional, EOR-based and
non-shale resource play oriented production growth strategies.
We believe certain trends in the global economy and, in particular the United
States, continue to support a robust outlook for investment in oil and gas now
and into the foreseeable future.
In its 2025 Global Outlook, Exxon Mobil Corporation estimates that
the annual, natural production decline rate in the world’s legacy oil fields
is approaching 15% per annum. This amounts to ca. 15 million barrels per day
of production that the global oil industry will have to replace just to
maintain current production levels of ca. 100 million barrels per day.
Yet, world demand for crude oil continues to grow. While the energy transition
continues globally, British energy giant bp – in its 2025 Outlook -
estimates that demand for oil continues to grow (since 2019) at a rate of
600,000 barrels per day per annum with growth in demand driven by emerging
economies and declining transportation demand in developed economies
significantly offset by rising demand from the petrochemical sector.
Continued acceleration of generative AI and data centre development in the
U.S. continues to drive increasing demand for electric power and natural gas,
as noted by BlackRock, a global asset manager with ca. US$14.02 trillion AUM,
“Both fossil fuels and renewables, supported by critical infrastructure and
resource management, will play complementary roles as AI and other
technologies continue to reshape demand patterns worldwide.”
Together with oil and gas friendly policies of the current U.S. administration
(“Drill Baby, Drill” as famously phrased by then candidate and current
U.S. President, Donald J. Trump) the Board believes that political and
macro-economic conditions are highly favourable for the strategy around which
the Board is rebuilding the Company.
Lord Henry Bellingham
Non-Executive Chairman
7 February 2026
Independent Auditor Report
To the Shareholders of ADM Energy Plc
For the year ended 31 December 2024
Qualified Opinion
In our opinion, except for the effects of the matter described in the Basis
for qualified opinion section:
• the
financial statements give a true and fair view of the state of the Group’s
and of the Parent Company’s affairs as at 31 December 2024 and of the
Group’s profit for the year then ended;
• the Group
financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
• the Parent
Company financial statements have been properly prepared in accordance with UK
adopted international accounting standards and as
applied in accordance with the provisions of the Companies Act 2006; and
• have been
prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of ADM Energy plc (the ‘Parent
Company’) and its subsidiaries (the ‘Group’) for the year ended 31
December 2024 which comprise the group income statement and statement of
comprehensive income, group and company statements of financial position,
group and company statements of changes in equity, group a statement of
cashflows and notes to the financial statements, including a summary of
material accounting policy information. The financial reporting framework that
has been applied in their preparation is applicable law and UK adopted
international accounting standards and, as regards the Parent Company
financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
Basis for qualified opinion
Included within other creditors, is an amount owed to the operator of the
Group’s working interest in the an oil and gas block in Nigeria amounting to
£1,481,404. While management were able to obtain a confirmation of this
balance from the operator, it was materially different to the carrying value
of the liability in the Group’s financial statements and the carrying value
does not include the effect of discounting the liability. We were unable to
obtain sufficient appropriate audit evidence to verify the accuracy of this
liability in the Group financial statements. Due to the lack of supporting
documentation, we were unable to determine whether any adjustments were
necessary in relation to the closing value of the liability, and the
corresponding impact on profit and loss for the reporting period.
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 Group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial Reporting
Council’s Ethical Standard as applied to listed entities, 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 qualified opinion.
Independence
We remain independent of the Group 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 as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements.
Material uncertainty relating to going concern
We draw attention to note 2 in the financial statements, which explains that
the ability of the Group and Company to continue as a going concern is
dependent on raising the necessary funds to service its ongoing working
capital requirements as established in the cash flow forecast. At the date of
signing these financial statements, there is no guarantee that the funding to
meet the Group’s and Company’s obligations will be secured. These
conditions indicate the existence of a material uncertainty which may cast
significant doubt about the ability of the Group and Company to continue as a
going concern and therefore it may be unable to realise its assets and
discharge its liabilities in the normal course of business.
For the reason set out above and based on our risk assessment, we determined
going concern to be a key audit matter. Our opinion is not modified in respect
of this matter.
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. This conclusion is reached based on
acceptable levels of audit assurance gained from the following procedures:
• Obtaining
the Directors cash flow forecasts for the period to 30 June 2027 and assessing
the key underlying assumptions, including forecast levels of capital and
operating expenditure used in preparing these forecasts. In doing so we
considered actual costs incurred in the financial year 2024 against budgeted
and contracted commitments;
• Considered
the accuracy of forecasts produced by management by reference to key
assumptions made, as well as identifying specific elements of the forecasts
that are critical for demonstrating that the business remains a going concern,
taking into account variances that arose;
• Evaluating
different scenarios based on the identified sensitivities within the
forecasted model to identify the potential funding need that exists within the
going concern period;
• Testing
the mechanical integrity of the forecast model prepared by management by
checking the accuracy and completeness of the model, including challenging the
appropriateness of estimates and assumptions with reference to empirical data
and external evidence;
• Considered
the trends of key commodity prices in the financial year and in the period up
to the date of the approval of these financial statements;
• Considered
the viability of the mitigating factors available to management to be able to
raise the necessary funds within the going concern period;
• Given the
period of time between the date of the statement of financial position and the
date of approval of these financial statements, we assessed the following:
* The bridge
performed by management of the group financial position as at 31 December 2025
which included specific consideration of the liability and cash positions
being used in the forecasts;
* Obtained and
inspected letters from certain stakeholders confirming that they will not
recall their short term debt for immediate repayment within the going concern
period; and
* Holding discussions
with key creditors of the company to understand a restriction on use of funds
available within the group for use at the parent company level.
• We
inspected a letter of support from a key shareholder, Concepta Consulting AG,
and assessed their intention and ability to provide such support to the Group
and Company;
• Reviewed
the adequacy and completeness of the disclosure included within the financial
statements in respect of going concern.
Our responsibilities and the responsibility of the directors with respect to
going concern are described in the relevant sections of the report.
Overview
Key audit matters 2024 £’000
Carrying value of intangible assets* Carrying value of proved and developed assets * Going concern* 519 754 N/A
Materiality Group financial statements as a whole £41,000 based on 2% of gross assets. Parent Company financial statements as a whole £24,000 based on 2% of gross assets.
*we were appointed in 2024 so 2023 information has been excluded as we were
not the auditor.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, the applicable financial reporting framework and the Group’s
system of internal control. On the basis of this, we identified and assessed
the risks of material misstatement of the Group financial statements including
with respect to the consolidation process. We then applied professional
judgement to focus our audit procedures on the areas that posed the greatest
risks to the group financial statements. We continually assessed risks
throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in
order to provide a basis for our opinion.
The Group consists of the Parent Company and eleven subsidiaries. In
determining the components in scope for the Group audit, we obtained an
understanding of the Group’s structure, financial reporting processes and
where the risk of material misstatement was most likely to arise.
For the purpose of our group audit, the group consisted of three components in
total. These were comprised of the Parent Company, ADM Energy USA Inc and Vega
Oil and Gas LLC legal entities. We included these components within the scope
of our work because of their contributions to the Group’s consolidated
financial position. These entities were subjected to a component-level
materiality due to the presence of significant risks within the Group and the
nature of its activities. ADM 113 Limited and Blade V, LLC were in the scope
for an audit of specific balances and assessed using Group performance
materiality over those balances associated with the identified risks to the
Group. The remaining entities were not assessed as in the scope of the group
audit.
All audit work was performed directly by the Group engagement team, and no
component auditors were engaged.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. Please refer to the Material
uncertainty relating to going concern paragraph of this report to understand
the key audit risk identified with respect to the Group’s going concern.
In addition to the matter described in the Basis for
qualified opinion section and the Material uncertainty relating to going
concern, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of intangible assets (References: Accounting policy – Key estimations and assumptions; Accounting policy – Intangible Assets; Note 10 – Intangible Assets) The Group holds intangible assets with a carrying value of £519,000 which relates solely to the Group’s Altoona exploration and evaluation asset. IFRS 6 requires management to perform an annual impairment indicator assessment, and where an indicator exists, the Directors are required to perform a detailed impairment assessment. These assessments require the Directors to apply judgment, and the outcome depends on inputs such as production forecasts, expected cash flows, discount rates, comparable market data and the selection of valuation techniques. The level of estimation uncertainty and subjectivity involved meant this area required significant audit attention. We reviewed and challenged management’s indicators of impairment assessment against the requirements of the relevant accounting standards to determine whether there were
any indicators of impairment. As indicators were assessed as present, we also reviewed and challenged the impairment assessment performed by management. Our specific
audit procedures performed in this regard included: • We evaluated the adequacy of Management’s valuation method and agreed their inputs to supporting documents
such as a sale of a percentage of the underlying investment; • We challenged the appropriate classification of the assets and ensured this is consistent with the
requirements of the relevant accounting standards; and • Checked the disclosures in the annual report meets the requirements of IFRS. Key observations: We
found the Directors assessment of the carrying value of intangible assets to be acceptable.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of proved undeveloped assets (References: Accounting policy – Key estimations and assumptions; Accounting policy – Property, Plant and Equipment; Note 11 – Property, Plant and Equipment) The Group acquired proven undeveloped oil and gas assets during the year. These require an annual impairment indicator assessment, and where an indicator exist, the Directors are required to perform a detailed impairment assessment. These assessments require the Directors to apply judgment, and the outcome depends on inputs such as production forecasts, expected cash flows, discount rates, comparable market data and the selection of valuation techniques. The level of estimation uncertainty and subjectivity involved meant this area required significant audit attention. We reviewed and challenged managements indicators of impairment assessment against the requirements of the relevant accounting standards to determine whether there were
any indicators of impairment. Our specific audit procedures included: • Obtaining and reviewing the reserve report prepared by management’s expert; • We
assessed the competence and independence of Management’s expert used to determine the reserves base; and • Checked the disclosures in the annual report meets the
requirements of IFRS. Key observations: We found the Directors assessment of the carrying value of intangible assets to be acceptable.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users that are
taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Group financial statements Parent Company financial statements
Materiality £41,000 £24,000
Basis for determining materiality Materiality was determined as 2% of gross assets. Materiality was determined as 2% of gross assets.
Rationale for the benchmark applied Gross assets were considered the most appropriate benchmark as they represent the primary measure used by investors in assessing the Group’s performance and position, and the balance sheet is the key driver of economic decision-making for a Group whose activities centre on its assets ability Gross assets were considered the most appropriate benchmark as they represent the primary measure used by investors in assessing the Group’s performance and position, and
to generate revenue. the balance sheet is the key driver of economic decision making for a Group whose activities centre on its assets ability to generate revenue.
Performance materiality £24,600 £14,400
Basis for determining performance materiality Performance materiality was set as 60% of overall materiality to reduce the risk that undetected misstatements at the component and Group level exceed overall materiality. Performance materiality was set as 60% of overall materiality to reduce the risk that undetected misstatements at the component and Group level exceed overall
materiality.
Rationale for the percentage applied for performance materiality The percentages applied reflected our assessment of aggregation risk, the nature of the Group’s operations, and our expectation of the level of misstatement based on prior audit experience and our risk assessment. The percentages applied reflected our assessment of aggregation risk, the nature of the Company’s operations, and our expectation of the level of misstatement based on
prior audit experience and our risk assessment.
C omponent performance materiality
For the purposes of our Group audit opinion, we set performance materiality
for each component of the Group, apart from the Parent Company whose
materiality and performance materiality are set out above, based on a
percentage of between 60% and 75% of Group performance materiality dependent
on a number of factors including our assessment of the risk of material
misstatement of those components. Component performance materiality ranged
from £18,750 to £25,000.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £2,100. We also agreed
to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the document entitled ‘annual
report’ other than the financial statements and our auditor’s report
thereon. 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.
As described in the basis for qualified opinion section of our report, we were
unable to satisfy ourselves concerning the liabilities of £1,481,404 held at
31 December 2024. We have concluded that where the other information refers to
the liability balance or related balances, it may be materially misstated for
the same reason.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during
the course of the audit, we are required by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and matters as described below.
Strategic report and Directors’ report Except for the possible effects of the matter described in the basis for qualified opinion section of our report: • the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and • the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. Except for the matter described in the basis for qualified opinion section
of our report, in the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report.
Matters on which we are required to report by exception Arising solely from the limitation on the scope of our work relating to the liability referred to above: • we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and • we were unable to
determine whether adequate accounting records have been kept. 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: • returns adequate for our audit
have not been received from branches not visited by us; or • the Parent Company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made.
Responsibilities of Directors
As explained more fully in the Directors’ Report, 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 Group’s and the Parent 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 Group or the Parent 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.
Extent to which the audit was 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, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our
understanding of the Group and Parent Company and the industry in which it
operates;
• Discussion
with management and those charged with governance;
• Obtaining
an understanding of the Group’s and Parent Company’s policies and
procedures regarding compliance with laws and regulations
We considered the significant laws and regulations to be the UK-adopted
international accounting standards, the AIM Rules for Companies, and the
relevant tax legislation in the jurisdictions in which the Group operates,
including US and UK tax law.
Our procedures in respect of the above included:
• Detailed
discussions were held with management to identify any known or suspected
instances of non- compliance with laws and regulations;
• Review of
minutes of meetings of those charged with governance and reviewing
correspondence with relevant tax and regulatory authorities for any instances
of non-compliance with laws and regulations;
•
Identifying and assessing the design effectiveness of controls that management
has in place to prevent and detect fraud;
•
Challenging assumptions and judgements made by management in its significant
accounting estimates, including assessing the capabilities of management to
consider sufficient judgement and estimates in their assessment over the
carrying value of the exploration and evaluation assets, the carrying value of
the proved and developed assets, the carrying value of investment in
associates subsidiaries, the carrying value of the decommissioning provision
and the accounting treatment of acquisitions during the year.
• Review of
correspondence with regulatory and tax authorities for any instances of
non-compliance with laws and regulations and confirming the amounts due to the
authority's records;
• Review of
financial statement disclosures and agreeing to supporting documentation;
• Review of
legal expenditure accounts to understand the nature of expenditure incurred;
• Performing
analytical procedures to identify any unusual or unexpected relationships,
including related party transactions, that may indicate risks of material
misstatement due to fraud;
•
Confirmation of related parties with management, and review of transactions
throughout the period to identify any previously undisclosed transactions with
related parties outside the normal course of business; and
• Review of
significant and unusual transactions and evaluation of the underlying
financial rationale supporting the transactions.
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
• Enquiry
with management and those charged with governance and the Audit Committee
regarding any known or suspected instances of fraud;
• Obtaining
an understanding of the Group’s policies and procedures relating to: o
Detecting and responding to the risks of fraud; and
o Internal
controls established to mitigate risks related to fraud.
• Review of
minutes of meetings of those charged with governance for any known or
suspected instances of fraud;
• Discussion
amongst the engagement team as to how and where fraud might occur in the
financial statements;
• Performing
analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud;
•
Considering remuneration incentive schemes and performance targets and the
related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to
fraud to be revenue recognition, management override of controls, including
the posting of manual journal entries and the judgements applied by management
over the carrying value of the intangible assets, the carrying value of
property, plant and equipment, the carrying value of investment in associates
and subsidiaries, the carrying value of the decommissioning provision and the
accounting treatment of acquisitions during the year.
Our procedures in respect of the above included:
• Testing a
sample of journal entries throughout the year, which met a defined risk
criteria, by agreeing to supporting documentation;
• Assessing
significant estimates made by management for bias including the and judgements
applied by management; and.
• Performing
targeted procedures over recoverable value adjustments, including testing
supporting evidence for valuation inputs and assessing whether adjustments
made outside routine processes indicated potential bias.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members who were all deemed to have
appropriate competence and capabilities and remained alert to any indications
of fraud or noncompliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we are
to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent 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 Parent
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 Parent Company and the Parent Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
John Black (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP, Statutory Auditor
40 Gracechurch Street, London, England, EC3V 0BT
7 February 2026
RPG Crouch Chapman LLP is a limited liability partnership registered in
England and Wales (with registered number OC375705).
GROUP INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 December 2024
2024 Restated 2023
Note £’000 £’000
Continuing operations Revenue 3 95 -
Cost of sales (38) -
Gross profit 57 -
Other operating losses (5) (210)
Administrative expenses (836) (1,595)
Other operating gains 9 644 1,145
Decrease in the decommissioning provision 17 2,506 188
Impairment of intangibles 10,12 (438) (16,843)
Impairment of associates (924) -
Operating loss 4 1,004 (17,315)
Finance costs 5 (542) (263)
Share of loss of associate 12,13 (409) -
Profit/(loss) on ordinary activities before taxation 53 (17,578)
Taxation 7 − −
Profit / (Loss) for the year 53 (17,578)
Other Comprehensive income: Exchange translation movement 152 (551)
Total comprehensive income for the year 205 (18,129)
Basic profit/(loss) per share: 8
From continuing and total operations 0.01p (5.0)p
Diluted profit/(loss) per share: 8
From continuing and total operations 0.01p (5.0)p
The notes form part of these financial statements.
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 31 December 2024
GROUP COMPANY
2024 Restated 2023 (note 2) Restated as at 1 January 2023 (note 2) 2024 Restated 2023 (note 2)
NON-CURRENT ASSETS Intangible assets Notes 10 £’000 £’000 £’000 £’000 £’000
519 841 - - -
Property, plant and equipment 11 754 - 17,899 - −
Investment in subsidiaries 12 - - − 467 668
Investment in associates 13 532 1,085 − 232 1,085
1,805 1,926 17,899 699 1,753
CURRENT ASSETS Investments held for trading - - 28 - -
Inventory - - 36 - -
Trade and other receivables 14 291 18 22 520 18
Cash and cash equivalents 15 - - 25 - -
291 18 111 520 18
CURRENT LIABILITIES Trade and other payables 16 2,497 2,168 2,240 1,866 2,130
Convertible loans 17 803 510 - 803 510
Other borrowings 16 344 285 - 344 285
3,644 2,963 2,240 3,013 2,925
NET CURRENT LIABILITIES (3,353) (2,945) (2,129) (2,493) (2,907)
NON-CURRENT LIABILITIES Other payables 16 2,321 1,586 2,718 355 282
Other borrowings 17 - 376 287 - 376
Decommissioning provision 18 3,394 5,943 5,627 - −
5,715 7,905 8,632 355 658
NET ASSETS/ (LIABILITIES) (7,263) (8,924) 7,138 (2,149) (1,812)
EQUITY Share capital 19 14,501 13,072 11,194 14,501 13,072
Share premium 19 38,236 38,236 38,090 38,236 38,236
Other reserves 20 1,016 1,005 962 1,016 1,005
Currency translation reserve 231 79 630 - −
Retained deficit (61,247) (61,316) (43,738) (55,902) (54,125)
Equity attributable to owners of the Company and total equity (7,263) (8,924) 7,138 (2,149) (1,812)
The loss for the financial year within the Company accounts of ADM Energy plc
was £1,793k (2023: £13,923k). As provided by s408 of the Companies Act 2006,
no individual Statement of Comprehensive Income is provided in respect of the
Company.
The notes form part of these financial statements.
The financial statements were approved by the Board and ready for issue on 7
February 2026.
Randall Connally, Chief Executive Officer
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 December 2024
Share capital Share premium Exchange translation reserve Other reserves Retained deficit Total equity
£’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2023 Restated 11,194 38,090 630 962 (43,738) 7,138
Loss for the year − − − − (17,578) (17,578)
Exchange translation movement − − (551) − − (551)
Total comprehensive income / (expense) for the year − − (551) − (17,578) (18,129)
Issue of new shares 1,878 146 − − − 2,024
Issue of options & warrants − - − 33 − 33
Issue of convertible loans − − − 10 - 10
At 31 December 2023 Restated 13,072 38,236 79 1,005 (61,316) (8,924)
Profit for the year - - - - 53 53
Exchange translation movement - - 152 - - 152
Total comprehensive income / (expense) for the year - - 152 - 53 205
Issue of new shares 1,429 - - - - 1,429
Issue of options & warrants - - - 23 - 23
Options lapsed during the year (16) 16 -
Issue of convertible loans 4 4
At 31 December 2024 14,501 38,236 231 1,016 (61,247) (7,263)
The notes form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 December 2024
Share capital Share premium Other reserves Retained deficit Total equity
£’000 £’000 £’000 £’000 £’000
At 1 January 2023 11,194 38,090 962 (40,327) 9,919
Loss for the period and total comprehensive expense restated − − − (13,798) (13,798)
Issue of new shares 1,878 146 − − 2,024
Issue of warrants − - 33 − 33
Settlement of convertible loans − − 10 - 10
At 31 December 2023 Restated 13,072 38,236 1,005 (54,125) (1,812)
Loss for the period and total comprehensive expense - - - (1,793) (1,793)
Issue of new shares 1,429 - - - 1,429
Issue of options & warrants - - 23 - 23
Options lapsed during the year - - (16) 16 -
Issue of convertible loans 4 - 4
At 31 December 2024 14,501 38,236 1,016 (55,902) (2,149)
The notes form part of these financial statements.
GROUP AND COMPANY STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 December 2024
GROUP COMPANY
Note 2024 Restated 2023 2024 Restated 2023
£’000 £’000 £’000 £’000
OPERATING ACTIVITIES Profit / (Loss) for the period 53 (17,578) (1,793) (13,923)
Adjustments for: Warrants issued in settlement of fees 20 - 10 - 10
Finance costs and interest 5 542 256 499 236
FX on development costs (intangibles) 10 (5) 420 - -
Fair value remeasurement of contingent liability - - - -
Impairment of subsidiaries/ associate 12 924 29 1,124 12,370
Dilution of OFXT investment 50 - 50 -
Depreciation 39 57 - -
Other amounts written off - 54 - 54
Share based payments 20 22 18 22 18
Gains on settlement of OFX Holdings, LLC loan 9 (141) (1,521) (141) (65)
Share of loss of associate 12 360 - - -
Loss on disposal of leases 9 - 501 - -
Shares issued as incentives - 127 - 127
Impairment of intangibles 10 438 16,843 - -
Decommissioning provision 19 (2,506) (131) - -
FX on decommissioning provision 19 (204) - - -
Operating cashflow before working capital changes (428) (915) (239) (1,173)
Decrease/(increase) in trade and other receivables 14 (36) - 5 -
Decrease in inventories - 36 - -
Increase/(decrease) in trade and other payables 15 (236) 153 (359) 382
Net cash outflow from operating activities (700) (726) (593) (791)
INVESTMENT ACTIVITIES Acquisition of subsidiary - (8) - (8)
Loans from subsidiary - - 256 -
Loans issued to associate (158) - (158) -
Net cash outflow from investment activities (158) (8) 98 (8)
FINANCING ACTIVITIES Proceeds from issue of ordinary share capital 18 77 - 77 -
Proceeds from convertible loan note 18 195 450 196 450
Repayment of borrowings 15 (92) (20) (64) (20)
Proceeds from borrowings 15 678 343 286 344
Net cash inflow from financing activities 858 773 495 774
Net increase/(decrease) in cash and cash equivalents from continuing and total operations - 39 - (25)
Exchange translation difference - (64) - −
Cash and cash equivalents at beginning of period - 25 - 25
Cash and cash equivalents at end of period 16 - - - -
The notes form part of these financial statements.
Major non cash transactions
GROUP COMPANY GROUP COMPANY
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Non-cash investing and financing activities Shares in consideration for the investment in Blade Oil V - 189 - 189
Shares in consideration for the investment in SW Oklahoma, LLC 432 - 432 -
Shares in conversion of outstanding contractual liabilities 533 683 533 683
Shares in settlement of certain outstanding trade and other creditors 100 291 100 291
Share options to Directors and employees - 18 - 18
Contingent liability waived 495 - 495 -
Expenses paid on behalf of the Company 281 - 281 -
Proceeds of share issue received by subsidiary - - 160 -
Investor warrants - 2 - 2
Incentive warrants - 1 - 1
Warrants in consideration for loan settlement - 13 - 13
The notes form part of these financial statements.
1 general information
The Company is a public limited company incorporated in the United Kingdom and its shares are listed on the AIM market of the London Stock Exchange. The Company also has secondary listings on the Quotation Board Segment of the Open Market of the Berlin
Stock Exchange ("BER") and Xetra, the electronic trading platform of the Frankfurt Stock Exchange ("FSE"). The Company mainly invests in natural resources and oil and gas projects. The registered office and principal place of business of the Company is as
detailed in the Company Information section of the report and accounts on page 3. As permitted by section 408 of the Companies Act 2006, the profit and loss account of the company is not presented as part of these financial statements. The Company’s total
comprehensive loss for the financial year was £1.7million (2023: £13.9 million).
2 PRINCIPAL ACCOUNTING POLICIES
The principal accounting policies in the preparation of these financial statements are set out below. These policies have been consistently applied throughout all periods presented in the financial statements. As in prior periods, the Group and financial
statements have been prepared in accordance with UK-adopted International Accounting Standards . As ultimate parent of the Group, the Company has taken advantage of Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101), which addresses
the financial reporting requirements and disclosure exemptions in the individual financial statements of “qualifying entities”, that otherwise apply the recognition, measurement and disclosure requirements of UK adopted international accounting standards.
The disclosure exemption adopted by the Company in accordance with FRS 101 are: i • a statement of compliance with IFRS (a statement of compliance with FRS 101 is provided instead); ii • related party transactions with two or more wholly owned
members of the group; and iii • a Statement of Cash Flows and related disclosures iv In addition, and in accordance with FRS 101, further disclosure exemptions have been applied because equivalent disclosures are included in the consolidated
financial statements of ADM Energy plc. These financial statements do not include certain disclosures in respect of: v • financial instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures; and vi • fair value measurements –
details of the valuation techniques and inputs used for fair value measurement of assets and liabilities as per paragraphs 91 to 99 of IFRS 13 Fair Value Measurement. In publishing the Parent Company financial statements here together with the Group
financial statements, the Company is taking advantage of the exemption in Section 408 of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved financial statements. The financial
statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies below. The current period covered by these
financial statements is the year to 31 December 2024. The comparative figures relate to the year ended 31 December 2023. The financial statements are presented in pounds sterling (£) which is the functional currency of the Group. There has been a prior
year restatement, further detail can be found below in note 2 “Correction of prior year error”. An overview of standards, amendments and interpretations to IFRSs issued but not yet effective, and which have not been adopted early by the Group are
presented below under ‘Statement of Compliance’.
GOING CONCERN Going Concern The Directors have prepared the financial statements on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary
course of business. In assessing the appropriateness of this basis, the Directors have prepared a cash flow forecast for the period ending 30 June 2027, which indicates that under current conditions, the Group and Company will need to raise funds in order
to settle the Group’s existing and forecast contractual and committed obligations. In the base-case cash flow forecast prepared by management, the Group anticipates being able to manage its working capital requirements through a combination of
generating cashflows from the Group’s trading operations, successfully entering into settlement or standstill agreements with the Group’s legacy creditors and raising additional funds. These assumptions are not contractually committed and this indicates
the existence of a material uncertainty which may cast significant doubt about the ability of the Group and Company to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of
business. The Group’s primary operating entities are Altoona JV, LLC (“Altoona”) and Eco Oil Disposal, LLC (“EOD”). The Group’s forecasts assume that Altoona and EOD achieve production volumes, sales volumes, realised commodity prices, and operating and
administrative costs broadly in line with the budgets approved by the Directors. The forecasts also assume the successful execution of funding initiatives, including the completion of the sale of a 10% working interest in the Altoona Lease and EOD entering
into a commodity price swap during the first half of 2026, neither of which has been completed as at the date of approval of these financial statements. These initiatives are expected to raise funds of $180,000 and $250,000 respectively. In addition, while
the Group has deferred certain costs and creditors historically, there can be no assurance that such arrangements will continue or that creditors, including tax authorities, will agree to revised settlement terms. The Directors have stress tested the
base case forecast by preparing sensitised scenarios which incorporate plausible downside circumstances including less optimistic forecasts for the operating entities, a reduction to the oil price and also a scenario whereby the Group is unable to
successfully negotiate standstill or settlement agreements with its creditors. In all of the scenarios tested, there is an additional funding requirement. In the worst case scenario, which is a combination of all the downside circumstances happening
together, there is an additional funding requirement of £1.4m within the going concern assessment period. The Directors consider there are mitigating factors available to them that can be executed if the downside scenarios were to happen. These include
raising additional debt, selling an interest in the Group’s assets and raising additional equity funding from new and existing and shareholders. In addition, the Directors have received a letter of support from the shareholder, Concepta Consulting AG,
which indicates that additional funding would be provided to the Group and Company to enable it to meet its working capital requirements in the going concern assessment period. The Group and Company have a history of successfully raising debt and equity
as well as selling minority interests in its existing assets. The Directors have undertaken several activities to raise funds to fund its current and ongoing commitments and to raise funds to develop the business to be self sufficient which will enable it
to meet its contractual obligations. In January 2026 VEUSA completed a senior secured financing (the "VEUSA Financing") with Shoreline Energies, LLC (the "Lender"). The VEUSA Financing is structured as a 5-year, US$1 million loan with an interest rate
of 12.0% per annum. During the first year the loan is interest only with interest payments made quarterly in arrears. Starting in the second year the loan has even, monthly amortisation payments until maturity. The Company is a guarantor of the VEUSA
Financing and has entered into a share pledge of the share capital of VEUSA and ADM 113 Limited (BVI), the entity which holds the equity capital of PR Oil & Gas (Nigeria) Limited, the owner of a 12.3% cost share and 9.2% profit share in OML-113, Aje
Field. The terms of the loan include a restricted payment provision whereby VEUSA is not permitted to make any dividend or other payments to the Company without the express permission (at the sole discretion) of the lender. In November 2025 the Group
entered into a commodity price swap to sell 1,200 barrels of oil for a period of 18 months starting from November 2026. Pursuant to the terms of the transaction US$225,000 was funded to JKT Reclamation at closing and JKT Reclamation will make a monthly
payment equal to 1,200 multiplied by the difference between the average monthly price of West Texas Intermediate crude oil and US$46.75. Although EOD and Altoona may generate distributable cash, the Directors note that, under the terms of Vega Energy
USA, Inc.’s financing arrangements, lender consent is required before funds can be upstreamed to the Company. The ability to obtain such consent is not within the Group’s sole control. As a result of the matters described above, the Company and Group is
likely to require ongoing financial support from shareholders and other stakeholders to meet its obligations as they fall due. While such support has been provided in the past and the Directors have received a letter of support that this will continue,
there can be no assurance that it will continue or on favourable terms. Having reviewed the Group's overall position and outlook in respect of the matters identified above, the Directors are of the opinion that there are reasonable grounds to believe
that funding will be secured and therefore that the operational and financial plans in place are achievable. In light of the matters described above, including the dependence on the successful execution of operational plans across the Group’s underlying
businesses, the assumptions regarding revenue, costs and commodity prices, the need to secure lender consents, the reliance on continued access to external capital, and the concentration of key responsibilities among a small number of individuals, the
Directors acknowledge the existence of material uncertainties that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. These financial statements do not include any adjustments that may be required if the
Company or the Group is unable to continue as a going concern.
STATEMENT OF COMPLIANCE The financial statements of the Group have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006. The Group’s and Company’s financial statements for the year ended 31 December 2024 were approved and authorised for issue by the Board of Directors on 6 February 2026 and the Statements of Financial Position were signed on behalf of the Board by Stefan Olivier. The Group financial statements give a true and fair view and have been prepared and approved by the Directors in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006. New standards, amendments and interpretations adopted by the Company The following new standards have come into effect this year however they have no impact on the Group:
Standard Description Effective date
IFRS 16 Leases Lease Liability in a Sale and Leaseback – Amendments 1 January 2024
IAS 1 Presentation of Financial Statements Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants – Amendments 1 January 2024
IFRS 7 Financial Instruments Disclosures – Supplier Finance Arrangements 1 January 2024
Standard Description Effective date
IAS 21 The Effects of Changes in Foreign Exchange Rates 1 January 2025
IFRS 9 Financial Instruments Classification and Measurement of Financial Instruments– Amendments 1 January 2026
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information 1 January 2024*
IFRS S2 Climate-related Disclosures 1 January 2024*
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027*
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures: Classification and Measurement of Financial Instruments 1 January 2026*
IFRS Accounting Standards Annual Improvements to IFRS standards 1 January 2026
IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity – Amendments 1 January 2026*
GROUP
1 January 2023 Adjustment Restated 1 January 2023 (note 2) 31 December 2023 Adjustment 31 December 2023 Restated
£’000 £’000 £’000 £’000 £’000 £’000
NON-CURRENT ASSETS
Intangible assets - - - 357 484 841
Property, plant and equipment 17,899 - 17,899 - - -
Investment in subsidiaries - - - -
Investment in associates - 1,062 23 1,085
17,899 - 17,899 1,419 507 1,926
CURRENT ASSETS
Investments held for trading 28 - 28 - - -
Inventory 36 - 36 - - -
Trade and other receivables 22 - 22 18 - 18
Cash and cash equivalents 25 - 25 - - -
111 - 111 18 - 18
CURRENT LIABILITIES
Trade and other payables 2,240 - 2,240 2,273 (105) 2,168
Convertible loans - - - 427 83 510
Other borrowings - - - - 285 285
2,240 - 2,240 2,700 263 2,963
NET CURRENT LIABILITIES (2,129) - (2,129) (2,682) (263) (2,945)
NON-CURRENT LIABILITIES
Other payables 2,718 - 2,718 1,586 - 1,586
Other borrowings 287 - 287 638 (262) 376
Decommissioning provision 1,557 4,070 5,627 1,621 4,322 5,943
4,562 4,070 8,632 3,845 4,060 7,905
NET ASSETS/ (LIABILITIES) 11,208 (4,070) 7,138 (5,108) (3,816) (8,924)
EQUITY
Share capital 11,194 - 11,194 13,072 - 13,072
Share premium 38,090 - 38,090 38,236 - 38,236
Other reserves 962 - 962 1,036 (31) 1,005
Currency translation reserve 630 - 630 15 64 79
Retained deficit (39,668) (4,070) (43,738) (57,467) (3,849) (61,316)
Equity attributable to owners of the Company and total equity 11,208 (4,070) 7,138 (5,108) (3,816) (8,924)
COMPANY
31 December 2023 Adjustment 31 December 2023 Restated
£’000 £’000 £’000
NON-CURRENT ASSETS
Investment in subsidiaries 668 - 668
Investment in associates 1,062 23 1,085
1,730 23 1,753
CURRENT ASSETS
Trade and other receivables 18 - 18
Cash and cash equivalents - - -
18 - 18
CURRENT LIABILITIES
Trade and other payables 2,235 (105) 2,130
Convertible loans 427 83 510
Other borrowings - 285 285
2,662 263 2,925
NET CURRENT LIABILITIES (2,644) (263) (2,907)
NON-CURRENT LIABILITIES
Other payables 282 282
Other borrowings 638 (262) 376
920 (262) 658
NET ASSETS/ (LIABILITIES) (1,834) 22 (1,812)
EQUITY
Share capital 13,072 - 13,072
Share premium 38,236 - 38,236
Other reserves 1,036 (31) 1,005
Retained deficit (54,178) 53 (54,125)
Equity attributable to owners of the Company and total equity (1,834) 22 (1,812)
Decommissioning provision £’000
1 January 2023 as previously reported 1,557
Prior year adjustment 4,070
1 January 2023 restated 5,627
Prior year adjustment 316
31 January 2023 restated 5,943
Intangible assets £’000
1 January 2023 360
Prior year adjustment 481
31 January 2023 restated 841
Investment in OFXT £’000
31 January 2023 as previously reported 1,062
Prior year adjustment 23
31 January 2023 restated 1,085
Accrual £’000
31 January 2023 as previously reported 543
Prior year adjustment 20
31 January 2023 restated 563
CLN £’000
31 January 2023 as previously reported 427
Prior year adjustment 83
31 January 2023 restated 510
Employment taxes payable £’000
31 January 2023 as previously reported 351
Prior year adjustment 123
31 January 2023 restated 228
31 December 2023 £’000 1 January 2023 Restated £’000
Decommissioning provision (3,838) (4,070)
Accruals (20) -
Loans payable 123 -
CLN (53) -
Total liabilities (3,788) (4,070)
Net impact on equity (3,788) (4,070)
31 December 2023 £’000
Finance fee 168
Director fee (20)
Employment taxes 123
CLN finance cost (53)
Net impact on profit for the year (28)
Attributable to:
Equity holders of the parent (28)
Non-controlling interests -
31 December 2023 £’000
Increase of decommissioning provision liability (4,322)
Increase in finance cost from decommissioning provision 168
Impact of correction to CLN liability (30)
Net impact of cash outflow (4,184)
KEY ESTIMATES AND ASSUMPTIONS Estimates
and assumptions used in preparing the
financial statements are reviewed on an
ongoing basis and are based on historical
experience and various other factors that
are believed to be reasonable under the
circumstances. The results of these
estimates and assumptions form the basis
of making judgements about carrying values
of assets and liabilities that are not
readily apparent from other sources.
Judgement also applies in determining
whether costs associated with contingent
liabilities can be reliably estimated or
not and the extent to which it is
appropriate to make disclosure in this
area. RESERVES OF OIL & GAS ASSETS The
Group’s property, plant and equipment
relate to the proved undeveloped assets
acquired from its interest in Vega Oil and
Gas, LLC. Management have applied their
judgment in estimating the economic
reserves of oil that can be extracted at
Vega. This estimate is used in the
calculation of depletion by applying the
units of production method. IMPAIRMENT
OF INTANGIBLE ASSETS Note 10 summarises
the cumulative cost less amortisation of
the Group’s indirect investment in the Aje
Field (OML 113). During the year, the
Directors noted indicators of impairment
related to this asset. They have therefore
reviewed the value of the Group’s
proportionate share of the Aje fixed
assets (which as a cash generating unit is
represented by the property, plant and
equipment asset relating to the cumulative
cost of its acquisition and funding of its
interest in the Aje Field) and have
determined that it is appropriate to
impair the asset by £202,359 (2023:
£12,619,000) down to nil as oil production
has ceased here. This therefore resulted
in the investment in PR Oil & Gas Nigeria
Ltd being impaired to nil as this company
holds the Aje Field. Note 24 summaries
the acquisition of Blade Oil V, LLC and
the return of some of the leases back to
the seller. This resulted in Blade Oil V,
LLC’s remaining lease, Altoona, being
recognised as an exploration and
evaluation asset under intangible assets.
The Directors undertaken an impairment
indicator assessment in accordance with
IFRS 6 which requires them to use their
judgment. IMPAIRMENT OF ASSOCIATES
Investments in associates are stated at
cost, which is the fair value of the
consideration paid, less any impairment
provision. Note 12 summarises the
impairment consideration of the Group’s
associate OFX Technologies, LLC. OFX
Technologies, LLC acts as a holding
company for Efficient Oil Solutions, LLC
which is a revenue generating software-as
-a-service company. The directors
completed a valuation exercise and
determined that Efficient Oil Solutions,
LLC has a minimum valuation which is less
than the carrying value of the investment
recognised by the Group. As such,
management has impaired the investment in
OFX Technologies, LLC by £803,000
(2023:nil). CONTINGENT CONSIDERATION
Note 24 summaries the contingent
consideration of nil (2023: £765,000)
recognised as part of the purchase price
of Blade Oil V, LLC. The assessment of
contingent considerations inherently
involves the exercise of significant
judgment and estimates of the outcome of
future events. This judgement involves the
Directors making assessment as to whether
an economic outflow relating to a past
event is considered probable, possible or
remote, and the extent to which its
outcome can be reliably estimated. During
the year the remaining contingent
consideration was cancelled. VALUATION
OF CONVERTIBLE LOAN NOTE The Group issued
a convertible loan note in the year ended
31 December 2023 and was determined to be
a compound instrument upon initial
recognition. Accordingly, the CLN is split
between a liability element and an equity
component at the date of issue. At the
year end, the liability element had a
carrying value of £803,000 (2023:
£510,000)and has subsequently been
recognized at amortised cost. Management
estimated the fair value on initial
recognition to be £807,000 (2023:
£520,000) using the present value formula
and a discount rate of 16% resulting in a
difference compared to the proceeds
received of £4,000 (2023: £10,000), which
has been treated as the equity element of
the compound instrument. Finance costs of
£102,000 (2023: £70,000) has been
recognised and is being unwound evenly
over the period of the loan.
DECOMMISSIONING PROVISION Decommissioning
costs will be incurred by the Group, in
accordance with the terms of the Joint
Operating Agreement, at the end of the
operating life of the production
facilities associated with the Group’s
interest in OML 113. The Group assesses
its retirement obligation at each
reporting date. The ultimate asset
retirement costs are uncertain and cost
estimates can vary in response to many
factors, including changes to relevant
legal requirements, the emergence of new
restoration techniques or experience at
other production sites. The expected
timing, extent and amount of expenditure
can also change, for example in response
to changes in reserves or changes in laws
and regulations or their interpretation.
Therefore, significant estimates and
assumptions are made in determining the
provision for asset retirement obligation.
As a result, there could be significant
adjustments to the provisions established
which would affect future financial
results. The provision at reporting date
represents management’s best estimate of
the present value of the future asset
retirement costs required using an annual
discount rate of 2.67% (2023:2%). The
provision during the year decreased by
£2,345,000 as a result of a change to the
cost estimates (2023: £316,000). SHARE
BASED PAYMENTS The Group has made awards
of options and warrants over its unissued
share capital to certain Directors,
employees and professional advisers as
part of their remuneration. The fair
value of options and warrants are
determined by reference to the fair value
of the options and warrants granted,
excluding the impact of any non-market
vesting conditions. In accordance with
IFRS 2 ‘Share Based Payments’, the Group
has recognised the fair value of options
and warrants, calculated using the Black
-Scholes option pricing model. The
Directors apply this model on the basis
that there are considered to be no
performance obligations included within
these issued options. The share based
payment charge for the year was £23,000
(2023: £33,211). The Directors have made
assumptions particularly regarding the
volatility of the share price at the grant
date in order to reach a fair value.
Further information is disclosed in Note
21. GOING CONCERN See note 2, Going
Concern accounting policy.
REVENUE RECOGNITION Sales represent amounts received and receivable from third parties for goods rendered to the customers and distributions from connected parties. The Group follows the five step process set out in IFRS 15 for revenue recognition. Oil sales Sales are recognised when control of the goods has transferred to the customer. Revenue is derived from the production of oil and/or natural gas from wells in which Vega Oil and Gas, LLC owns interest. Production of crude oil or natural gas typically results from fluids and/or gas coming to the surface as a result of natural pressure in the well bore driving production to the surface and/or use of pumps to lift the production to the surface and is then separated as either oil or gas. After separation, the oil will be stored in tanks on locations from which a crude oil purchaser will be contracted to purchase and pick up oil directly from the tanks with a "run ticket" issued to the well operator documenting the quantity of oil that is transferred to the oil purchaser. Natural gas production will be transferred to a pipeline with quantities attributable to the Company metered at the point in which it transfers into a pipeline owned by a natural gas purchaser. Upon transfer to the truck or pipeline owned by the purchaser, the performance obligation is satisfied, full title and risk associated with the commodity changes and the Company is entitled to payment based on prevailing commodity prices. Revenue is measured as the amount of consideration which the Group expects to receive, based on the market price for oil after deduction of applicable costs and sales taxes. During the year the revenue recognised in relation to oil sales totalled £94,000 (2023: £nil). Payments are typically received around 20 days from the end of the month during which delivery has occurred. There are no balances of accrued or deferred revenue at the balance sheet date. Oil reclamation distributions ADM US has a 42.0% economic interest in the distributions of its investment JKT Reclamation until it has received US$356,250.00 and 30.6% thereafter. Under the terms of the agreement with JKT Reclamation, ADM US is entitled to recognise its share of the distribution at the point in which the distribution is approved by the Board of JKT Reclamation. This would be after all of JKT Reclamation’ s operating expenses and planned future capital expenditures are provided for from revenue and/or financing sources available to JKT Reclamation. TAXATION UK taxes Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the statement of financial position date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable result for the year. All changes to current tax assets or liabilities are recognised as a component of tax expense in the income statement. Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability, unless the related transaction is a business combination or affects tax or accounting profit. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability, unless the related transaction is a business combination or affects tax or accounting profit. In addition, tax losses available to be carried forward
as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against future taxable income. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the statement of financial position date. Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that is charged directly to equity are charged or credited directly to equity. Nigerian taxes The Company’s subsidiary, P R Oil & Gas Nigeria Ltd operates offshore Nigeria and is subject to the tax regulations of that country. Current income tax assets and liabilities for current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws are those that are enacted or substantially enacted at the reporting date. The Company engaged in exploration and production of crude oil (upstream activity). Therefore, its profits are taxable under the Petroleum Profit Tax Act. US taxes The Company’s subsidiaries based in the US are subject to the tax regulations of that country. Current income tax assets and liabilities for current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws are those that are enacted or substantially enacted at the reporting date. The Company engaged in exploration and production of crude oil (upstream activity). Therefore, its profits are taxable under the relevant federal tax codes of the Internal Revenue Service as well as under the relevant state tax codes.
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT ASSETS (DEVELOPED OIL AND GAS ASSETS) Proven oil and gas properties are reviewed annually for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The carrying value is compared against the expected recoverable amount of the asset, generally by net present value of the future net cash flows, expected to be derived from production of commercial reserves or consideration expected to be achieved through the sale of its interest in an arms-length transaction, less any associated costs to sell. The cash generating unit applied for impairment test purposes is generally the field and the Group’s interest in its underlying assets, except that a number of field interests may be grouped together where there are common facilities.
FINANCIAL ASSETS Financial assets are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. The Group’s financial assets are classified into the following specific categories: ‘Investments measured at fair value through profit and loss, ‘investments held for trading’, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
INVESTEMENTS IN ASSOCIATES The Group accounts for investments in associates in accordance with IAS 28 . An associate is an entity over which the Group has significant influence but does not have control or joint control, typically evidenced by holding between 20% and 50% of the voting power of the investee. Investments in associates are initially recognised at cost. Subsequently, the carrying amount is adjusted to recognise the Group’s share of the associate’s post-acquisition profits or losses, and other comprehensive income. The carrying amount of investments in associates is tested for impairment whenever there is an indication that the investment may be impaired. Impairment losses are recognised in the statement of profit and loss.
INVENTORY Inventory comprises stock of unsold oil in storage and is valued at the lower of cost and net realisable value.
BASIS OF CONSOLIDATION The consolidated financial statements present the results of ADM Energy plc and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement.
The company has the following subsidiaries which were effectively dormant in the current and prior period and are considered to be highly immaterial to the Group's financial statements. As such these subsidiaries have not been included in the consolidated financial statements: • Geo Estratos MXOil, SAPI de CV
• ADM Asset Holdings Limited
• ADM Energy Services Limited • ADM 113 Limited BVI
• K.O.N.H. (UK) Limited
• ADM 113 One Limited
JOINT OPERATIONS (OML 113 OPERATING AGREEMENT) The Group has a 9.2% profit share and 12.3% cost share in the OML 113 operating licence. The operating agreement for OML 113 is a joint arrangement, with the fundamental decisions requiring unanimity between the partners. Other decisions require a qualified majority decision. As no corporate entity exists the agreement cannot be considered to meet the definition of a joint venture. In relation to its interests in the OML 113 operations, the Group recognises: * The fair value of the Group’s share of the underlying assets of the joint operation (classified as intangible assets), measured at historical cost less amortisation and impairment.
* Amounts owed in respect of the joint operating agreement
* Revenue from the sale of its share of the output arising from the joint operation
* Expenses, including its share of any expenses incurred jointly
ASSET ACQUISITIONS (NOTE 25) Vega Oil and Gas, LLC On 1 June 2024, ADM USA acquired 100% of the equity interest of Vega Oil and Gas, LLC. In accordance with IFRS 3 Business Combinations, the Group applied the optional concentration test to assess whether the acquired set of activities and assets from Vega Oil and Gas, LLC constitutes a business. On acquisition, Vega owned three wells which had been recognised on the balance sheet as 'proved properties'. The acquisition balance sheet contains one identifiable asset, being the three wells. Only one well is producing, but the other two are proved wells and given the assets are similar in nature, valued together and no other assets exist, the concentration test is satisfied. As such, the acquisition meets the definition of an asset acquisition and the gross assets acquired will be valued equal to the consideration of the transaction. Gross assets acquired exclude cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. SW Oklahoma Reclamation, LLC (“SWOK”) On 5 April 2027, ADM USA acquired 100.0% of the Class A membership of SW Oklahoma Reclamation, LLC. The Company owns 66.6% of the voting rights of SWOK and has control over SWOK by virtue of its shareholding. SWOK owns 60% of JKT Reclamation, LLC, thus the group indirectly owns 40%. Whilst the underlying business of SWOK, JKT Reclamation, LLC, clearly meets the definition of a business given that this is revenue generating and fully operational, SWOK does not. SWOK is a holding company that has been purchased by ADM USA to benefit from the distributions of JKT Reclamation, LLC. Thus, the acquisition is deemed to be an asset acquisition, by virtue of ADM USA essentially purchasing the investment SWOK holds in JKT Reclamation, LLC. The investment will be accounted for as an associate, in line with ADM USA’s indirect holding percentage of JKT Reclamation, LLC, being 40%. EQUITY INVESTMENTS Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Groups share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investments and is not tested for impairment separately. The statement of profit or loss reflects the Group’s share of the results of operations of the associate. The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the statement of profit or loss outside the operating profit and represents profit or loss after tax.
CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
EQUITY An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs. Equity comprises the following: * Share capital represents the nominal value of equity shares issued.
* The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
* Option reserve represents the cumulative cost of share based payments in respect of options granted.
* Warrant reserve represents the cumulative cost of share based payments in respect of warrants issued.
* Convertible loan note reserve represents the equity portion of convertible loan notes issued.
* Currency translation reserve is used to recognise foreign currency exchange differences arising on translation of functional currency to presentation currency.
Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.
FINANCIAL LIABILITIES Financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. All interest related charges are recognised as an expense in finance cost in the income statement using the effective interest rate method. The Group’s financial liabilities comprise trade and other payables. Trade payables are recognised initially at their fair value and subsequently measured at amortised cost less settlement payments.
DECOMMISSIONING LIABILITY A decommissioning liability is recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of obligation can be made. A corresponding amount equivalent to the obligation is also recognised as part of the cost of the related production plant and equipment. The amount recognised is the estimated cost of decommissioning, discounted to its present value, using a discount rate of 2.67% (2023: 2%). Changes in the estimated timing of decommissioning cost estimates are dealt with prospectively by recording an adjustment to the provision, and a corresponding adjustment to production plant and equipment. The unwinding of the discount on the decommissioning provision will be included in the income statement.
CONTINGENT LIABILITIES Contingent liabilities are possible obligations arising from past events whose existence will be confirmed by uncertain future events that are not wholly within the control of the Group. Contingent liabilities also include obligations that are not recognised because their amount cannot be measured reliably or because settlement is not probable. Unless the possibility of an outflow of economic resources is remote a contingent liability is disclosed in the notes.
SHARE BASED PAYMENTS Where share options are awarded, or warrants issued to employees, the fair value
of the options/warrants at the date of grant is charged to the statement of comprehensive income over
the vesting period. Non-market vesting conditions are taken into account by adjusting the number of
equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount
recognized over the vesting period is based on the number of options/warrants that eventually vest. As
long as all other vesting conditions are satisfied, a charge is made irrespective of whether the
market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve
a market vesting condition. Where warrants or options are issued for services provided to the Group,
including financing, the fair value of the service is charged to the statement of comprehensive income
or against share premium where the warrants or options were issued in exchange for services in
connection with share issues. Where the fair value of the services cannot be reliably measured, the
service is valued using Black Scholes valuation methodology taking into consideration the market and
non-market conditions described above. Where the share options are cancelled before they vest, the
remaining unvested fair value is immediately charged to the statement of comprehensive income.
FOREIGN CURRENCIES The Directors consider Sterling to be the currency that most faithfully represents
the economic effects of the underlying transactions, events and conditions. The financial statements
are presented in Sterling, which is the Group’s functional and presentation currency. Foreign
currency transactions are translated into Sterling using the exchange rates prevailing at the date of
the transactions. Foreign currency exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates are recognised in the income statement. Non-monetary items that
are measured at historical costs in a foreign currency are translated at the exchange rate at the date
of the transaction. Non-monetary items that are measured at fair value in a foreign currency are
translated into the functional currency using the exchange rates at the date when the fair value was
determined.
SEGMENTAL REPORTING A segment is a distinguishable component of the Group’s activities from which it
may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s
chief operating decision maker to make decisions about the allocation of resources and assessment of
performance and about which discrete financial information is available. The chief operating decision
maker reviews financial information for and makes decisions about the Group’s investment based on
geographical location. The operations of the Group as a whole are the exploration for, development
and production of oil and gas reserves. The two geographic reporting segments are made up as follows:
UK head office and ADM 113 Ltd (Nigeria) and the dormant companies US ADM USA, Vega, Blade V and
SWOK Oil and gas leases Segment revenue, segment expense and segment results include transfers
between segments. Those transfers are eliminated on consolidation. Information regarding the current
year’s results for each reportable segment is included below.
2024 UK £,000s US £’000s Elims £’000s Total £’000s
Total revenue - 95 - 95
Cost of sales - (38) - (38)
Other operating losses (5) - - (5)
Administrative expenses (791) (45) - (836)
Decrease in decommissioning provision 2,506 - - 2,506
Other gains 638 6 - 644
Impairment (1,124) (238) - (1,362)
Share of loss of associate (114) (295) - (409)
Finance costs (485) (57) - (542)
Reportable segment profit/(loss) before taxation 625 (572) - 53
Taxation - - - -
Reportable segment profit/(loss) after taxation 625 (572) - 53
Reportable segment assets
Intangibles - 519 - 519
Property, plant and equipment - 754 - 754
Investment in subsidiaries 467 - (467) -
Investment in associates 232 300 - 532
Other assets 520 (157) (72) 291
Consolidated total assets 1,219 1,416 (539) 2,096
Reportable segment liabilities
Non-current liabilities (355) (5,360) - (5,715)
Current liabilities (3,013) (703) 72 (3,644)
Consolidated total liabilities (3,368) (6,063) 72 (9,359)
2023 (restated) UK £,000s US £’000s Elims £’000s Total £’000s
Total revenue - - - -
Other operating losses (210) - - (210)
Administrative expenses (1,082) (513) - (1,595)
Decrease in decommissioning provision 188 - - 188
Other gains 1,145 - - 1,145
Impairment (16,843) - - (16,843)
Finance costs (263) - - (263)
Reportable segment profit/(loss) before taxation (17,065) (513) - (17,578)
Taxation - - - -
Reportable segment profit/(loss) after taxation (17,065) (513) - (17,578)
Reportable segment assets
Intangibles 841 - - 841
Investment in associates 1,085 - - 1,085
Other assets 18 - - 18
Consolidated total assets 1,944 - - 1,944
Reportable segment liabilities
Non-current liabilities 7,905 - - 7,905
Current liabilities 2,953 10 - 2,963
Consolidated total liabilities 10,858 10 - 10,868
3 REVENUE
The Group has a share in oil and gas licences in the USA and also receives Oil reclamation distributions.
2024 2023
£’000 £’000
Revenue from share in oil licenses 95 -
95 -
4 OPERATING LOSS
2024 Restated 2023
£’000 £’000
Loss from continuing operations is arrived at after charging/(crediting):
Directors’ remuneration (see note 6) 227 243
Amortisation - 57
Decrease to decommissioning provision (2,506) (188)
Impairment of intangible assets 438 16,843
Impairment of associates 924 -
Auditors’ remuneration: -
fees payable to the principal auditor for the audit of the Group’s financial statements 100 47
5 FINANCE COSTS
2024 Restated 2023
£’000 £’000
Short term loan finance costs 378 166
Bank interest and charges 48 7
Unwinding of decommissioning provision 26 20
Interest receivable on loans given (12) -
Interest on convertible loan note 102 70
542 263
6 EMPLOYEE REMUNERATION
The expense recognised for employee benefits for continuing operations is analysed below:
2024 2023
£’000 £’000
Wages and salaries (including directors and employee benefits) 227 253
Pensions - 19
Amounts written off as due to directors - (100)
Social security costs - 71
227 243
Directors’ remuneration:
Wages and salaries (including benefits) 227 253
Pensions - 19
Social security costs - 71
227 343
Further details of Directors’ remuneration are included in the Report on
Directors’ Remuneration on page 18.
Only the directors are deemed to be key management, there are no employees and
no employee remuneration. The average number of employees (including
directors) in the Group was nil (2023:6).
7 INCOME TAX EXPENSE
2024 2023
£’000 £’000
Current tax – ordinary activities - -
2024 Restated 2023
£’000 £’000
Profit / (Loss) before tax from ordinary activities 53 (17,578)
Profit/ (Loss) before tax multiplied by rate of corporation tax in the UK of 25% (2023: 19%) 13 (3,340)
Effect of tax rates in foreign jurisdictions 89 1,347
Expenses not deductible for tax purposes 68 2,537
Unrelieved tax losses carried forward (170) (544)
Total tax charge for the year - -
The Groups loss for (2024: profit) 2023 is £17,578,000, and the unrecognised deferred tax asset is £714,000 (2023: £544,000). No deferred tax asset has been recognised in respect of the Group’s losses as the timing of their recoverability is uncertain.
8 EARNINGS AND NET ASSET VALUE PER SHARE
Earnings The basic and diluted earnings per share is calculated by dividing the loss attributable to owners of the Group by the weighted average number of ordinary shares in issue during the year.
2024 Restated 2023
£’000 £’000
Profit/(loss) attributable to owners of the Group
- Continuing operations 53 (17,578)
Continuing and discontinued operations 53 (17,578)
2024 2023
Weighted average number of shares for calculating basic earnings per share 575,936,460 352,852,268
2024 2023
Pence pence
Basic Earnings per share:
Loss per share from continuing and total operations 0.01 (5.0)
Weighted average number of shares for calculating diluted earnings per share 584,012,642 352,852,268
Effects of dilution from share options 8,076,182 -
2024 2023
Pence pence
Diluted Earnings per share:
Loss per share from continuing and total operations 0.01 (5.0)
9 OTHER OPERATING GAINS
2024 Restated 2023
£’000 £’000
Loss on disposal of leases in Blade Oil V,LLC - (501)
Gain on the revaluation of the contingent liability from the consideration of the Blade Oil V, LLC acquisition 495 -
Gain on reduction of OML 113 JV creditor - 1,456
Gain on settlement of OFX Holdings, LLC loan 138 65
(Increase)/ decrease to creditors (13) 125
Other gains 24 -
Total 644 1,145
10 Intangibles
GROUP
2024 Restated 2023
£’000 £’000
Altoona exploration asset 519 644
OML 113 licence - 197
At 31 December 2024 519 841
The brought forward assets relates to the Group’s 9.2% revenue interest (12.3% cost share) in the OML 113 licence, which includes the Aje Field (“Aje”) and the further costs of bringing the Aje 4 and Aje 5 wells into production. In 2023, 32.08% share of OML 113 was purchased by a third party for a consideration of $6,000,000. This was compared to the carrying value of the Company’s share of OML 113 of £17,899,000 and was impaired down to the corresponding value of the Company’s share of OML133, £4,803,000. A further impairment assessment was carried out and Aje was impaired by £4,606,013. In 2023, the Company purchased 100% of the membership interest of Blade Oil V, LLC. The lease and goodwill from the acquisition has
been recognised as an exploration and evaluation asset. Further details around this balance can be found in note 25.
Exploration and evaluation asset - Altoona Decommissioning asset - Altoona Development asset – OML Total
£’000 £’000 £’000 £’000
Cost
At 1 January 2023 - - 23,719 23,719
Additions 160 484 - 644
Foreign currency exchange translation difference - - (1,122) (1,122)
At 31 December 2023 160 484 22,597 23,241
At 1 January 2024 160 484 22,597 23,241
Additions - - -
Altoona decommissioning asset (44) - (44)
Foreign currency exchange translation difference - - 230 230
At 31 December 2024 160 440 22,827 23,427
Amortisation
At 1 January 2023 - - 5,820 5,820
Charge for year - - 57 57
Impairment - - 16,843 16,843
Foreign currency exchange translation difference - - (320) (320)
At 31 December 2023 - - 22,400 22,400
At 1 January 2024 - - 22,400 22,400
Charge for year - - - -
Impairment 81 - 202 283
Foreign currency exchange translation difference - - 225 225
At 31 December 2024 81 - 22,827 22,908
Net book value at 31 December 2024 79 440 - 519
Net book value at 31 December 2023 160 484 197 841
11 PROPERTY, PLANT AND EQUIPEMENT
GROUP
Acquisitions On 1 June 2024, ADM USA acquired 100% of the equity interest of Vega Oil and Gas, LLC. The lease from the acquisition has been recognised as a property, plant and equipment asset. Further details around this balance can be found in note 25. The remaining economic life of the assets is 15 years.
Developed oil & gas assets Decommissioning asset Total
£’000 £’000 £’000
Cost
At 1 January 2023 - - -
At 1 January 2024 - - -
Additions through asset acquisition of Vega Oil and Gas LLC (note 25) 660 132 792
At 31 December 2024 660 132 792
Amortisation
At 1 January 2023 - - -
At 1 January 2024 - - -
Charge for year 38 - 38
At 31 December 2024 38 - 38
Net book value at 31 December 2024 622 132 754
Net book value at 31 December 2023 - - -
Property, plant and equipment assets are depleted by applying the units of production method.
12 INVESTMENT IN SUBSIDIARIES
ADM Energy PLC (the Company) together with its below mentioned subsidiaries are the Group. Direct investments On 10 August 2016, the Group completed the agreement for the acquisition of Jacka Resources Nigeria Holdings Limited, now renamed ADM 113 Limited (“ADM 113”), a BVI registered company, in which Jacka Resources Limited (“JRL”) held the single issued share. ADM 113’s sole asset is its wholly owned subsidiary, P R Oil & Gas Nigeria Limited (“PROG”), a Nigerian registered company which holds a 9.2% revenue interest in the OML 113 licence, offshore Nigeria, which includes the Aje Field ("Aje"), where oil production commenced in May 2016. In 2023, the investment was impaired to nil. In April 2021 the Group acquired 51% of the equity in K.O.N.H. (UK) Limited for a nominal fee. On 1 May 2023, the Group acquired 100% of the equity of Blade Oil V, LLC for £668,416. Further details can be found in note 24. In
2024, Blade V was assessed for impairment, and the carrying value was written down by £201,000.
2024 2023
£’000 £’000
Balance at beginning of period 668 12,343
Acquisition of Blade V - 668
Impairment of Blade V (201) -
Impairment of PROG - (12,343)
Balance at end of period 467 668
The Group’s subsidiary companies are as follows:
Name Principal activity Country of incorporation and principal place of business Proportion of ownership interest and voting rights held by the Group
ADM 113 Limited Holding company British Virgin Islands 100% of ordinary shares
Maples Corporate Services (BVI) Ltd Kingston Chambers P.O. Box 173, Road Town, Tortola
PR Oil & Gas Nigeria Limited Oil exploration & production Nigeria 100% of ordinary shares
1, Murtala Muhammed Drive Ikoyi, Lagos
K.O.N.H. (UK) Limited Dormant 60 Gracechurch Street, London, United Kingdom, EC3V 0HR 51% of ordinary shares
Geo Estratos MXOil, SAPI de CV Dormant Mexico 100% of ordinary shares
Lago Alberto 319, Piso 6 IZA Punto Col. Granada, Del. Miguel Hidalgo CP 11520, Ciudad de Mexico
ADM Asset Holdings Limited Dormant 60 Gracechurch Street, London, United Kingdom, EC3V 0HR 100% of ordinary shares
ADM 113 One Limited Dormant 60 Gracechurch Street, London, United Kingdom, EC3V 0HR 100% of ordinary shares
ADM Energy Services Limited Dormant 60 Gracechurch Street, London, United Kingdom, EC3V 0HR 100% of ordinary shares
ADM Energy USA Inc Dormant 4001 Shady Valley Court, Arlington, Texas 76013 100% of ordinary shares
Blade Oil V, LLC Oil exploration & production 4001 Shady Valley Court, Arlington, Texas 76013 100% of ordinary shares
Vega Oil and Gas LLC Oil exploration & production 5944 Luther Lane, Suite 400 Dallas, Texas 75255 100% of ordinary shares (acquired 18 June 2024)
SW Oklahoma Reclamation, LLC Oil exploration & production 10300 Greenbriar Place, Oklahoma City, OK 73159 66% of the voting rights (acquired 1 January 2024)
13 INVESTMENT IN ASSOCIATES
OFX Technologies, LLC SW Oklahoma Reclamation, LLC Total
£’000 £’000 £’000
Cost
At 1 January 2023 - - -
Additions 1,085 - 1,085
At 31 January 2023 1,085 - 1,085
At 1 January 2024 1,085 - 1,085
Additions 6 365 371
At 31 December 2024 1,091 365 1,456
Amortisation
At 1 January 2023 - - -
At 1 January 2024 - - -
Charge for year (924) - (924)
At 31 December 2024 (924) - (924)
Net book value at 31 December 2024 167 365 532
Net book value at 31 December 2023 1,085 - 1,085
On 1 November 2023, the Group acquired 53% of the equity of OFX Technologies, LLC for £1,085,000. Of this amount, £860,355 was recognised as share consideration for 86,035,489 ordinary shares of 1p each. The shareholding subsequently diluted to 46.8% and then reduced further during the year to 42.2% and a dilution of £50,000 was recognised. A further capital contribution of £120,000 was subsequently made. Management considered if any impairment was required and the carrying value of the investment was written down by £924,000. By virtue of its shareholding, ADM owned 42.2% of the voting rights of OXFT, which reduced from 46% during the year due to a dilution in the investment and 40% of the non-voting right.
Therefore, the investment in OFX Technologies, LLC has been recognised as an associate using the equity method of accounting.
2024 Restated 2023
£’000 £’000
Balance at beginning of period 1,085 -
Investment in OFX Technologies, LLC 120 1,085
Share of loss of OFX Technologies, LLC (64) -
Dilution of investment in OFX Technologies, LLC (50) -
Impairment of OFX Technologies, LLC (924) -
Balance at end of period 167 1,085
The following table illustrates the summarised financial information OFX Technologies, LLC share in EOS:
2024 2023
£’000 £’000
Non current assets 59 59
Non current liabilities (264) (264)
Equity (205) (54)
- (89) (25)
Goodwill 1,110 1,110
Investment 120 -
Dilution of investment in OFX Technologies, LLC (50) -
Impairment of OFX Technologies, LLC (924)
Carrying value of investment 167 1,085
2024 2023
£’000 £’000
Share of loss of associate (151) -
Total comprehensive income for the year (continuing operations) (151) -
Group’s share of loss for the year (64) -
The Director’s considered if the investment required an impairment assessment. OFX Technologies, LLC acts as a holding company for Efficient Oil Solutions, LLC which is a revenue generating software-as-a-service company. The directors completed a valuation exercise and determined that Efficient Oil Solutions, LLC has a minimum valuation which is less than the carrying value of the investment recognised by the Group. As such, management has impaired the investment in OFX Technologies, LLC by £924,000 (2023:nil).
The Group’s associate companies are as follows:
OFX Technologies, LLC Holding company 4001 Shady Valley Court, Arlington, Texas 76013 42.2% of ordinary shares
* Efficient Oilfield Solutions, LLC Oil exploration & production 4001 Shady Valley Court, Arlington, Texas 76013 100% of ordinary shares
* JKT Reclamation, LLC Oil exploration & production 2505 Meadow Hills Lane, Plano, Texas 75093 40% of ordinary shares (acquired 1 January 2024)
*Indirectly held
Indirect investments On 5 April 2024, ADM USA acquired 100.0% of the Class A membership of SW Oklahoma Reclamation, LLC, a company established as a joint venture with Bargo Capital, LLC to reinitiate operations at the JKT Reclamation facility in Wilson, Oklahoma. The acquisition has been accounted for as an asset acquisition. SW Oklahoma Reclamation, LLC’s sole asset is a 60% investment in JKT Reclamation, LLC and in turn, the Group owns 40% of this investment, therefore the Group has recognised the investment in JKT Reclamation, LLC as an associate in the Consolidated Statement of Financial Position. The Group’s share of JKT Reclamation, LLC’s loss for the year of £295,352 has
been recognised in the loss for the year. Further details can be found in note 26.
2024 2023
£’000 £’000
Balance at beginning of period - -
Acquisition of SW Oklahoma Reclamation, LLC 660 -
Share of loss of JKT Reclamation, LLC (indirectly held through SW Oklahoma Reclamation, LLC) (295) -
Balance at end of period 365 -
The following table illustrates the summarised financial information of the Group’s investment in in JKT Reclamation, LLC:
2024 2023
£’000 £’000
Non current assets 919 -
Non current liabilities (1,373) -
Equity (454) -
Groups share in equity (40%) (182) -
Goodwill 547 -
Carrying value 365 -
2024 2023
£’000 £’000
Revenue 224 -
Cost of sales (228) -
Administrative expenses (735) -
Total comprehensive income for the year (continuing operations) (738) -
Group’s share of loss for the year (295) -
14 TRADE AND OTHER RECEIVABLES
GROUP COMPANY
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Other receivables 13 13 13 13
Amounts due from associates 278 - 171 -
Intercompany loan - - 336 -
Prepayments and accrued income - 5 - 5
291 18 520 18
The fair value of other receivables is considered by the Directors not to be
materially different to carrying amounts. At the date of
the Statement of Financial Position in 2024 and 2023 there were no trade
receivables.
15 CASH AND CASH EQUIVALENTS
GROUP COMPANY
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Cash at bank - - - -
Cash and cash equivalents - - - -
16 TRADE AND OTHER PAYABLES
GROUP COMPANY
2024 Restated 2023 2024 Restated 2023
CURRENT PAYABLES £’000 £’000 £’000 £’000
Trade payables 968 668 968 660
Tax and social security 200 227 200 227
Other payables 21 29 30 30
Short term loan finance 858 155 250 155
Accruals 450 594 418 563
Contingent consideration - 495 - 495
2,497 2,168 1,866 2,130
NON-CURRENT PAYABLES
Amount owed in respect of OML 113 operating agreement 1,482 1,303 - -
Long term loan finance 839 283 355 282
2,321 1,586 355 282
Total current and non current payables 4,818 3,754 2,221 2,412
It is expected that the amount owed in relation to the Group’s proportionate
share of costs incurred as part of the OML 113 joint operating agreement will
be offset against net revenues of the project.
The long term loan finance from Hessia Group Limited, is accruing interest at
£200 per day. The principal loan amount was £120,000 and was originally due
to be repaid by 29 August 2022. A default payment of £10,000 has been charged
as the repayment date was missed, and an additional £60,000 has been charged
as a finance fee.
The long term loan also includes a secured loan between Vega Oil and Gas LLC
and a third party. The principal loan amount is $800,000 and is charging
interest at 15%. The total interest charged will be a minimum of $200,000. T
he loan is secured against the
Vega oil and gas
assets
.
Various new short term loans have been entered into during the year. Only
£101,000 of these loans are accruing interest.
The remaining loans are unsecured.
The fair value of trade and other payables is considered by the Directors not
to be materially different to carrying amounts.
17 BORROWINGS
Convertible loans (“CLNs”)
On 25 May 2023, the Company issued secured convertible loan notes for up to $1,500,000. The loan notes carry an interest rate of 15% per annum. Other key terms of the secured convertible loan notes are as follows: * Date of maturity of 3 years
* Repayment in cash on the maturity date
* Conversion can take place at any time at 1p per share
* 12 months after completion, the loan will convert up to 29.9% of the Company’s total shares
* The loan is unsecured
During the year £196,000 (2023: £450,000) proceeds were recognised from the issue of the CLN’s under the same terms. The net proceeds received from the issue of the CLNs have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Group, as follows:
GROUP AND COMPANY
2024 2023
£’000 £’000
Liability component at 1 January 510 -
Net proceeds received from issue of CLN 196 481
Equity component (4) (41)
Interest charged 101 70
Repayments - -
Liability component at 31 December 803 510
Current portion of loans 803 510
Non-current portion of loans - -
803 510
The interest charged for the year is calculated by applying an effective average interest rate of 16% to the liability component for the period since the loan notes were issued.
Other borrowings
2024 Restated 2023
£’000 £’000
Other loans (current) 344 285
Other loans (non-current) - 376
£344,153 (2023: £285,000) of other borrowings is non-interest bearing and
its repayment date was 15 May 2023. As this date has lapsed, interest is now
accruing at 2% per month. The loan agreement gives the Group the right to
convert the balance owed into shares at the ruling market rate at any time
during the remaining term of the loan at the discretion of the Group. The loan
is treated as a liability because while the value of equity to be issued on
conversion is fixed, the number of shares is variable, meaning it meets the
definition of a financial liability as set out by IFRS 9. The balance of other
borrowings, in 2023 of £285,000 was a loan that carried interest at 15% p.a
and is repayable in full on 31 December 2025. The balance of the loan was
waived in June 2025.
18 DECOMMISSIONING PROVISION
In accordance with the agreements and legislation, the wellheads, production assets, pipelines and other installations may have to be dismantled and removed from oil and natural gas fields when the production has ceased. The exact timing of the obligations is uncertain and depends on the rate the reserves of the field are depleted. However, based on the existing production profile of the OML 113 licence area and the size of the reserves, it is expected that expenditure on retirement is likely to be after more than ten years. The current basis for the provision is a discount rate of 2.67% (2023: 2%), which is the risk free rate adjusted to remove inflation to be a real rate. The following table presents a
reconciliation of the beginning and ending aggregate amounts of the obligations associated with the decommissioning of oil and natural gas properties
Group
2024 Restated 2023
£’000 £’000
Balance brought forward 5,943 5,627
Decrease due to changes to cost estimates (OML 113) (2,506) (188)
Arising during the year (Vega) 138 -
Arising during the year (Altoona) - 484
Effect of unwinding and changes to discount rate 23 20
Foreign currency exchange translation difference (204) -
As at 31 December 3,394 5,943
19 CALLED UP SHARE CAPITAL (GROUP AND COMPANY)
Number of Ordinary shares Value £’000 Number of deferred shares Value £’000 Total value £’000 Share Premium £’000
Issued and fully paid
At 1 January 2023 (ordinary shares of 1p) 297,147,530 2,972 8,222,439,370 8,222 11,194 38,090
Shares issued 187,791,081 1,878 - - 1,878 146
At 31 December 2023 484,938,611 4,850 8,222,439,370 8,222 13,072 38,236
Shares issued (see notes below) 142,925,200 1,429 - - 1,429 -
At 31 December 2024 627,863,811 6,279 8,222,439,370 8,222 14,501 38,236
The deferred shares have restricted rights such that they have no economic value. Share issues in the year ended 31 December 2024 On 8 April 2024, 43,200,000 ordinary shares of 1p each were issued as consideration for the investment in SW Oklahoma Reclamation, LLC for a total of £432,000. On 8 April 2024, 36,450,000 ordinary shares of 1p each were issued as settlement of certain outstanding trade and other creditors, for a total of £364,500. On 26 June 2024, 63,275,200 ordinary shares of 1p each were issued in exchange for the conversion of outstanding contractual liabilities, for a total conversion of £632,752 debt to equity. Share issues in the year ended 31 December 2023 On 25 May 2023, 15,714,667 ordinary shares of 1p each were issued at 1.2p as consideration for the investment in Blade Oil V, LLC, for a total of £188,576. On 25 May 2023, 56,926,417 ordinary shares of 1p each were issued at 1.2p in exchange for the conversion of outstanding contractual liabilities, for a total conversion of £683,117 debt to equity. On 14 November 2023, 29,114,508 ordinary shares of 1p each were issued as settlement of certain outstanding trade and other creditors, for a total of £291,145. On
29 November 2023, 86,035,489 ordinary shares of 1p each were issued as consideration for the investment in OFX Technologies, LLC, for a total of £860,355.
20 OTHER RESERVES (GROUP AND COMPANY)
Reserve for options/ warrants issued Convertible loan note reserve Other reserves
£’000 £’000 £’000
Balance at 31 December 2022 943 19 962
Issue of options 18 - 18
Issue of warrants 15 - 15
Convertible loan note equity reserve restated - 10 10
Balance at 31 December 2023 restated 976 29 1,005
Options lapsed during the year (14) - (14)
Options vesting during the year 5 - 5
Warrants vesting during the year 16 - 16
Convertible loan note equity reserve - 4 4
Balance at 31 December 2024 983 33 1,016
21 SHARE OPTIONS & WARRANTS (GROUP AND COMPANY)
Options and Warrants issued during the year ended 31 December 2024 No new options or warrants were issued during the year ended 31 December 2024 Options issued during the year ended 31 December 2023 On 25 May 2023, the Company issued 44,374,630 share options to Directors and employees. The options are exercisable at 1.2p per share for a period of 5 years from the date of issue. Warrants issued during the year ended 31 December 2023 On 1 November 2023, the Company issued 39,959,017 investor warrants and 16,000,000 incentive warrants. The warrants are exercisable at 1p per share for a period of 3 years from the date of issue. On 9 November 2023, the Company issued 34,410,000 warrants in respect of the debt restructure. The warrants are exercisable at 1.5p per share for a period of 3 years from the date of issue. The fair value of the share options and warrants at the date of issue was calculated by reference to the Black-Scholes model. The
significant inputs to the model in respect of the warrants issued in the year were as follows:
Issue date 25 May 2023 1 November 2023 9 November 2023 26 January 2022
Issue date share price 0.68p 0.5p 0.5p 1.11p
Exercise price per share 1.2p 1p 1.5p 4.5p
No. of options/ warrants 44,374,630 55,959,017 34,410,000 15,300,000
Risk free rate 2% 2% 2% 1%
Expected volatility 50% 50% 50% 50%
Expected life of option/warrant 5 years 3 years 3 years 2 years
Calculated fair value per share 0.1968p 0.076p 0.038p 0.0144p
The share warrants outstanding at 31 December 2024 and their weighted average exercise price are as follows:
2024 2023
Weighted average ex e rcise price Weighted average exercise price
Number (pence) Number (pence)
Outstanding at 1 January 128,445,389 2.99 38,076,372 2.27
Issued - - 97,369,017 0.72
Lapsed or cancelled - - (7,000,000) -
Outstanding at 31 December 128,445,389 2.99 128,445,389 2.99
The fair value of the share warrants recognised as part of the premium paid in
respect of the share subscriptions in 2023 was £15,586.
This amount was credited to the share warrant reserve and of this £10,175 was
recognised in the profit and loss account as these warrants were issued in
exchange for credit facility fees.
The share options outstanding at 31 December 2024 and their weighted average exercise price are as follows:
2024 2023
Weighted average ex e rcise price Weighted average exercise price
Number (pence) Number (pence)
Outstanding at 1 January 44,374,630 1.2 - -
Issued - - 44,374,630 1.2
Lapsed or cancelled (36,298,448) - - -
Outstanding at 31 December 8,076,182 1.2 44,374,630 1.2
22 RISK MANAGEMENT OBJECTIVES AND POLICIES
CAPITAL RISK MANAGEMENT The Group's objectives when managing capital are: * to safeguard the Group's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;
* to support the Group's growth; and
* to provide capital for the purpose of strengthening the Group's risk management capability.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital
management purposes.
The Group is exposed to a variety of financial risks which result from both its operating and investing activities. The Group’s risk management is coordinated by the board of directors, and focuses on actively securing the Group’s short to medium term cash flows by minimising the exposure to financial markets. Management review the Group’s exposure to currency risk, interest rate risk, liquidity risk on a regular basis and consider that through this review
they manage the exposure of the Group on a near term needs basis There is no material difference between the book value and fair value of the Group’s cash.
MARKET PRICE RISK The Group’s exposure to market price risk mainly arises from potential movements in the fair value of its investments. The Group manages this price risk within its long-term investment strategy to manage a diversified exposure to the market. If each of the Group’s equity investments were to experience a rise or fall of 10% in their fair value, this would result in the Group’s net asset value and statement of comprehensive income increasing
or decreasing by £99,800 (2023: £185,000).
INTEREST RATE RISK The Group and Company manage the interest rate risk associated with the Group’s cash assets by ensuring that interest rates are as favourable as possible, whilst managing the access the Group requires to the funds for working capital purposes. The Group’s cash and cash equivalents are subject to interest rate exposure due to changes in interest rates. Short-term receivables and payables are not exposed to interest rate risk.
CREDIT RISK The Group's financial instruments, which are exposed to credit risk, are considered to be mainly loans and receivables, and cash and cash equivalents. The credit risk for cash and cash equivalents is not considered material since the counterparties are reputable banks. The maximum exposure to credit risk for loans and receivables is as set out in the table below, and relates to the financing of the Group’s joint venture interests. The Group's exposure to credit risk is limited to the carrying amount of the financial assets recognised at the balance sheet date, as summarised below:
2024 £’000 2023 £’000
Cash and cash equivalents - -
Loans and receivables 13 13
13 13
LIQUIDITY RISK Liquidity risk is managed by means of ensuring sufficient cash and cash equivalents are held to meet the Group’s payment obligations arising from administrative expenses. The cash and cash equivalents are invested such that the maximum available interest rate is achieved with minimal risk. Liquidity risk is managed by means of ensuring sufficient cash and cash equivalents are held to meet the Group’s payment obligations arising from administrative expenses. The cash and cash equivalents are invested such that the maximum available interest rate is achieved with minimal risk. In the current financial year and subsequent to the year end the Group has been carefully managing limited cash flows to ensure that working capital commitments can be met. Crucial to this is additional funding secured to ensure the continued going
concern of the Group. Further details of this are included in the going concern accounting policy on page 35.
23 FINANCIAL INSTRUMENTS
The Group uses financial instruments, other than derivatives, comprising cash to provide funding for the Group's operations.
FINANCIAL ASSETS AND LIABILITIES AT AMORTISED COST:
The IFRS 9 categories of financial liabilities included in the statement of financial position and the headings in which they are included are as follows:
Group Group Company Company
2024 Restated 2023 2024 Restated 2023
Financial Liabilities at amortised cost £’000 £’000 £’000 £’000
Trade and other payables 4,368 3,284 1,803 2,042
Borrowings 839 793 355 793
Group Group Company Company
2024 2023 2024 2023
Financial assets at amortised cost £’000 £’000 £’000 £’000
Trade and other receivables 13 18 13 18
Amounts due from associates 278 - 171 -
Intercompany loan - - 336 -
Cash & Cash equivalents - - - -
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest repayment date on which the Group can be required to pay. The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from the interest rate curves at the balance sheet date. The contractual maturity is based on the
earliest date on which the Group may be required to pay.
Less than 1 month 1-3 months 3 months to 1 year 1-5 years Over 5 years
£’000 £’000 £’000 £’000 £’000
2024 Interest bearing:
Trade and other payables - - 101 838 -
Borrowings - - 803 344 -
Non-interest bearing:
Borrowings - - - - -
Trade and other payables - - 2,394 1,482 -
2023
Interest bearing:
Trade and other payables - - 115 282
Borrowings - - 510 284 -
Non-interest bearing:
Borrowings - 376
Trade and other payables - - 2,052 1,303 -
As at 31 December 2024 the Group had net debt (defined as cash less
borrowings) of £2,067,000 (2023: net debt of £795,000). The movement arose
from cash flows.
24 Contingent LIABILITIES (GROUP)
OML 113 joint agreement The Group recognises a liability in respect of its participation in the OML 113 Joint Operating Agreement. The liability disclosed in these accounts is based on a reconciliation of the amounts owed under the operating agreement entered into by the Group and other participators in the OML 113 operation. The reconciliation is based on returns and reconciliations provided by the project’s operator, which references the Group’s share of revenue received and costs incurred.
25 ACQUISITION (GROUP)
Acquisitions in 2023 Blade Oil V, LLC On 25 May 2023, the Company purchased 100% of the membership interest of Blade Oil V, LLC from OFX Holdings, LLC. Blade Oil V,LLC has five on-shore US oil leases. The total consideration payable was £999,208. This
comprised of US$235,720 (£188,576) financed via the issuance of 15,714,667 new ordinary shares at a price of 1.2p per share, US$235,720 (£190,557) loan note issued by ADM Energy USA, the issue of warrants over 7 million ordinary shares in the Company and
contingent deferred consideration of £618,432. On 9 November, 2023, the Company returned all of the leases with the exception of the Altoona lease to OFX Holdings, LLC. The total consideration was reduced by the cancellation of US$250,000 of debt
obligations owed to OFX Holdings, LLC., the reduction of the contingent deferred consideration of US$150,000 and the 7 million warrants were terminated. After returning the leases, the investment in Blade Oil V, LLC reduced by £836,047. In accordance with
IFRS 3, the Group conducted a Purchase Price Allocation (PPA) analysis to split out separately identifiable assets from acquired goodwill. Upon completing this analysis, the Group acknowledged a £161,926 decrease to goodwill and a corresponding uplift in
exploration assets. On 8 April 2024, the remaining contingent payment was waived, and therefore the value of the investment reduced. The following table summarises the consideration paid for Blade Oil V,LLC and the fair values of the assets and equity
assumed at the acquisition date and then after the remaining leases were returned and after the contingent consideration was waived:
£
Total proceeds from share issue 188,576
Total proceeds from loan facility 190,557
Total proceeds from warrants issue 1,643
Total proceeds from contingent liability 618,432
Less proceeds from warrants terminated (1,643)
Less reduction on loan facility (156,326)
Less reduction in total consideration due (49,366)
Less reduction in contingent liability (123,416)
Total consideration payable as at 31 December 2023 668,457
Recognised assets and liabilities acquired:
Intangible assets – Exploration asset 41,900
Altoona lease 121,261
Other leases 505,296
Decommissioning asset 484,000
Decommissioning provision (484,000)
Total identifiable net assets 668,457
Goodwill as at 31 December 2023 -
Gross value £
Property, plant and equipment 660,464
Cash and cash equivalents 621
Trade & other receivables 77,803
Trade & other payables (621,085)
Decommissioning asset 132,000
Decommissioning provision (132,000)
Net assets 117,803
Consideration transferred 117,803
£
43,200,000 ordinary shares at 1p each 432,000
Initial cash consideration 228,157
Total consideration 660,157
£
Investment recognised on acquisition 660,157
JKT Reclamation, LLC loss for the period (295,352)
Investment in associate as at 31 December 2024 364,805
26 RELATED PARTY TRANSACTIONS (GROUP)
The remuneration of the Directors, who are key management personnel of the Group, is set out in the report on Directors’ Remuneration. OFX Holdings, LLC OFX Holdings, LLC is a substantial shareholder of the Company. Stefan Olivier (resigned 21
February 2025) and Claudio Coltellini are nominee directors for OFX Holdings, LLC. 2024 On 25 January 2024, OFX Holdings, LLC loaned $75,000 (£59,015) to the Company. On 8 April 2024 the contingent consideration payment of £494,975 due from Blade Oil
V, LLC to OFX Holdings, LLC was waived. On 26 June 2024, OFX Holdings, LLC discounted and converted £270,752 of the outstanding loan with the company to 27,075,200 ordinary shares. On the same date, the remaining balance of £141,254 with OFX Holdings, LLC
was agreed to be waived. 2023 On 25 May 2023, the Company purchased Blade Oil V, LLC from OFX Holdings, LLC. The details of this transaction are in note 25. On the same date, the Company entered into a ‘USA loan facility’ agreement with OFX Holdings,
LLC, for $235,720 (£190,557) at 9% interest per annum. A secured convertible loan note was issued to OFX Holdings, LLC for a total of $250,000 (£209,410). On 9 November 2023, OFX Holdings, LLC discounted and converted $275,000 (£226,000) of the outstanding
loan with the company to 15,820,000 ordinary shares for a total of £158,200 and 7,910,000 3 year warrants, resulting in a gain to the company of £65,024 (note 9). A further 26,500,000 warrants of 1.5p each with an expiry date of 3 years were issued to OFX
Holdings, LLC. On 14 November 2023, the remaining loan amounts of £352,990 outstanding with OFX Holdings, LLC was consolidated onto one loan agreement with a 15% interest rate per annum and a maturity date of 31 December 2025. On 29 November 2023, the
company acquired 53.1% of the economic interest in OFX Technologies, LLC from OFX Holdings, LLC for a total consideration of £801,553, made up 79,918,033 shares are 1p each, 39,959,017 restricted warrants at 1p each with a 3 year term, and a further 16
million incentive warrants at the same price and terms. Efficient Oilfield Solutions, LLC 2024 Efficient Oilfield Solutions, LLC is a 100% owned subsidiary of OFX Technologies, LLC. During the year, the Company loaned Efficient Oilfield Solutions,
LLC £158,366. ADM Energy USA, Inc loaned Efficient Oilfield Solutions, LLC $25,620 (£20,439). Both of these loans are payable on demand and do not accrue any interest. There were no transactions with Efficient Oilfield Solutions, LLC in 2023. Directors
2024 Lord Henry Bellingham loaned the Company £5,580 to settle the Company’s trade payables. The balance due to Lord Henry at the year end is £66,250. Claudio Coltellini is a director of both US Oil Consulting LLC and Atlantic Bridge Energy. During the
year US Oil Consulting LLC loaned the Company $207,503 (£158,093) to cover the Company’s trade payables and Atlantic Bridge Energy loaned the Company $26,213 (£20,867) to cover the Companies trade payables. Claudio is also a Director Concepta, which the
Company owes £191,941 to at the year end. Another Company, Cantera, that Claudio is also a Director of is due £8,564 at the year end by the Company. Dr Stefan Liebing is a director of Conjucta GmbH. Conjucta GmbH made a loan of £10,000 to the Company. The
loan is accruing 15% interest per annum. The loan will be repaid at the earlier of 31 December 2025 or at the closing and funding of a significant capital transaction. Dr Stefan’s director fees are paid through Conjucta Gmbh. The balance due to Conjucta
Gmbh at the year end is £38,716. Randall Connally became a director of the Company post year end. At the year end there is an amount of £158,158 due to Ventura Energy Advisors LLC, a company that Randall is a Director of. 2023 On 25 May 2023, the
Company issued a secured convertible loan note to Oliver Andrews, who was a director of the Company during the year, for a total of $100,000 (£78,905). On the same date, £100,000 of ordinary shares were issued to Oliver Andrews in exchange for his services
to the Company during the year. On 25 May 2023, ordinary shares of 1p each were issued to Stefan Olivier and Richard Carter as an incentive, for £50,000 to each of them.
27 ULTIMATE CONTROLLING PARTY
* The Directors do not consider there to be a single ultimate controlling party.
28 POST PERIOD END EVENTS
On 21st February 2025, Stefan Olivier resigned as CEO and Claudio Coltellini was reappointed as non executive director (he resigned in December 2024). On 18 March 25, the company raised £274,000 through the issue of 274,000,000 new ordinary shares and
£313,000 was raised through subscription shares, both of 0.1pence each. A total of 109,995,000 consideration shares were then issued to Ventura Energy Advisors, LLC (a related party of the Company) for an additional 20% Class B interest in SW Oklahoma
Reclamation, LLC. The additional 20% interest in SWOK represents an additional 5.9% economic interest in JKT Reclamation, LLC. ADM USA additionally acquired a further 7.8% share in JKT Reclamation, LLC. On the same day, 240,474,000 new ordinary shares
of 0.1 pence each were issued to various of the Company’s creditors in order to settle £240,474 of its outstanding debts. On 25 March 2025, Randall Connally was appointed as CEO of the Company. On 27 March 2025, the Company settled outstanding
amounts of £78,000 owed to two employees via the issue of 73,844,333 new ordinary shares of 0.001 pence. On the same day, the Company settled the arrangement fee owed to Catalyse Capital Ltd via the issue of 30,000,000 new Ordinary Shares at the Issue
Price of 0.1 pence per new Ordinary Share. On 1 April 2025, Altoona JV, LLC ("AJV") became a whole owned subsidiary of Vega Oil and Gas, LLC by assignment of the membership interest in AJV from Atlantic Bridge Energy, Inc. ("ABE"), a related party
of the Company (Company non-executive director, Claudio Coltellini is also a director of ABE). The assignment was completed to allow VOG to better manage the operations of the Altoona Lease in Kern County, California. On 29 April 2025, the Company
settled an outstanding debt of £20,000 owed to a creditor via the issue of 20,000,000 new ordinary shares of 0.001 pence each. Another creditor amount of £37,697.50 was settled by the Company on 20 May 2025, via the issue of 37,697,500 new ordinary shares
of 0.001 pence. Prior to 31 December 2025, the Company formed a new wholly owned subsidiary, Vega Energy USA, Inc, a Texas corporation ("VEUSA") in anticipation of completing a financing transaction. Prior to giving effect to the terms of the
financing (described below), the Company held 1,319,931 shares of common stock (no par value) in VEUSA. Both as (i) a condition precedent of the contemplated financing transaction and (ii) in line with the business objectives of the Company, VEUSA
also incorporated Eco Oil Disposal, LLC. Pursuant to the Formation Agreement of Eco Oil Disposal, LLC ("EOD"), the Company holds a 60% voting and equity interest in EOD. Until EOD has made distributions to VEUSA equal to (i) 100% of VEUSA's capital
contributions; and (ii) a 12% preferred return thereon, VEUSA will receive 80% of the profit distributions of EOD. Mr. Freddy Nixon, the CEO of EOD, and Mr. Kenny Bounds each hold a 20% voting and equity interest in EOD. EOD further acquired 100% of the
membership interest of JKT Wilson, LLC from JKT Reclamation, LLC in a transaction valued at US$868,000 (the "Purchase Price"). Consideration for the Purchase Price comprised: 1. US$180,000 in cash funded by VEUSA from the VEUSA Financing (see below).
2. US$400,000 via issuance (at the earliest date permissible) of 296,296,296 ordinary shares of ADM Energy PLC at a nominal share price of 0.1p per share (with an effective exchange rate of US$1.35 per GBP1.00). The issuance of the shares by the Company
on behalf of VEUSA (as part of the Purchase Price) will be treated as an equity investment by the Company in VEUSA and VEUSA will receive credit for the issuance of the shares in its Capital Account in EOD.
3. The assumption by EOD of US$228,000 of indebtedness of JKT Reclamation, LLC.
VEUSA will be credited with a total capital contribution to EOD of US$580,000 and will therefore be entitled to receive 80% of distributable profits until this amount - and a 12% preferred return on investment - are paid to VEUSA by EOD. VEUSA will
also be paid a one-time US$50,000.00 Funding Fee by EOD and will earn a US$15,000 per month Administrative Fee to be paid by EOD prior to determination of distributable profits of EOD. In January 2026 VEUSA completed a senior secured financing (the
"VEUSA Financing") with Shoreline Energies, LLC (the "Lender"). The VEUSA Financing is structured as a 5-year, US$1 million loan with an interest rate of 12.0% per annum. During the first year the loan is interest only with interest payments made
quarterly in arrears. Starting in the second year the loan has even, monthly amortisation payments until maturity. The Company is a guarantor of the VEUSA Financing and has entered into a share pledge of the share capital of VEUSA and ADM 113 Limited
(BVI), the entity which holds the equity capital of PR Oil & Gas (Nigeria) Limited, the owner of a 12.3% cost share and 9.2% profit share in OML-113, Aje Field. The terms of the loan include a restricted payment provision whereby VEUSA is not permitted
to make any dividend or other payments to the Company without the express permission (at the sole discretion) of the lender. As part of the transaction, the Lender will be paid a Funding Fee of GBP100,000 that will be settled via the issuance of
100,000,000 ordinary shares of the Company at a nominal share price of 0.1p and was also issued five year warrants to purchase 1,373,806 shares of common stock of VEUSA at an exercise price of US$0.72791 per share. If fully exercised the Lender would own
51.0% of the outstanding shares of common stock of VEUSA. Additionally, the Company has entered into a Share Exchange Agreement with the Lender whereby the 1,373,806 shares of common stock of VEUSA may be exchanged (in whole or in part) for ordinary
shares of the Company anytime for a period of five years at an Exchange Ratio of 2,000 ordinary shares of the Company for every one share of VEUSA. The only limitation on the exchange of shares by the Lender will be that any exchange of shares shall not
result in Lender exceeding the thresholds associated with Rule 9 of the Takeover Code. The value of the VEUSA shares at the time of the exchange will be determined based upon a third-party valuation to be commissioned prior to any future exchange. The
Company has also entered into a financing agreement with Concepta Consulting AG (the "Concepta Financing"). Pursuant to the terms of the Concepta Financing, Concepta has funded approximately US$345,000 in expenses, investment commitments and other
payments on behalf of the Group. Concepta will be repaid 120% of the amount funded in cash and will receive a one-time restructuring and funding fee of GBP100,000 to be settled in ordinary shares via issuance of 100,000,000 ordinary shares of the Company
at a nominal share price of 0.1p per share. The Board of the Company has agreed to a Consultancy Fee of GBP100,000 to be paid to former Executive Director, Stefan Olivier, associated with his service in completing certain debt reprofile agreements and
other services associated with the VEUSA Financing. The Board of the Company has further agreed to a bonus of GBP100,000 to be paid to US Oil Consulting, LLC (owned by director, Claudio Coltellini) in consideration for his extraordinary service to the
Company. The bonus will be paid by issuance of 100,000,000 ordinary shares at a nominal share price of 0.1p per share. Henry Bellingham, non-executive director of the Company has agreed to settle GBP50,000 in accrued and unpaid fees due at year end for
50,000,000 ordinary shares and certain employees of ADM Energy USA, Inc. have agreed to accept 30,000,000 ordinary shares in lieu of accrued and unpaid salary obligations. Finally, the Board has awarded executive director, Randall J. Connally,
152,769,124 ordinary shares in lieu of cash compensation for the year-ending 31 December 2025. Taking into account all of the post-period share transactions to be undertaken by the Company, the enlarged share capital of the Company will be
2,655,940,065 ordinary shares upon completion of the post-period share transactions. If the VEUSA warrants were fully exercised and exchanged (subject to a white wash in compliance with Rule 9 of the Take Over Code), the Lender would - together with the
100,000,000 shares issued as a Funding Fee - own 2,847,611,088 ordinary shares of the Company resulting in total ordinary shares outstanding of 5,583,551,152 and representing a 51.0% interest in the Company.
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