REG - Angus Energy PLC - Annual Report and Accounts and Notice of AGM
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RNS Number : 7154Z Angus Energy PLC 09 April 2026
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9 April 2026
Angus Energy PLC
("Angus", the "Company" or together with its subsidiaries, the "Group")
(AIM:ANGS)
Annual Report and Accounts and Notice of Annual General Meeting
Angus Energy is pleased to announce its audited annual accounts for the year
ended 30 September 2025 (the "Accounts"), extracts of which are set out below.
In addition, the Company's 2026 annual general meeting ("AGM") will be held on
7 May 2026 at
11.00 a.m. at the offices of Fieldfisher, 9th Floor, Riverbank House, 2 Swan
Lane, London EC4R 3TT, United Kingdom. The full copy of the Accounts along
with the AGM Notice will be posted to all shareholders on Tuesday 14 April
2026 and will also available on the Company's website,
http://www.angusenergy.co.uk/ (http://www.angusenergy.co.uk/)
END
For further information please visit www.angusenergy.co.uk
(http://www.angusenergy.co.uk) .
Angus Energy Plc
Carlos Fernandes
Finance Director
Via Flagstaff
SP Angel Corporate Finance LLP (Nomad and Broker) www.spangel.co.uk
(http://www.spangel.co.uk/)
Stuart Gledhill / Jen Clarke / Richard Hail Tel: +44 (0)20 3470 0470
Flagstaff PR/IR
angus@flagstaffcomms.com
(mailto:angus@flagstaffcomms.com)
Tim Thompson / Fergus Mellon / Alison Alfrey Tel: +44 (0) 207 129 1474
About Angus Energy plc
Angus Energy plc is a UK AIM quoted independent oil and gas company. Angus is
the leading onshore gas producer in the UK and has ambitious plans to grow
onshore production and diversify internationally. Angus Energy has a 100%
interest in the Saltfleetby Gas Field (PEDL005), majority owns and operates
conventional oil production fields at Brockham (PL 235) and Lidsey (PL 241)
and has a 25% interest in the Balcombe Licence (PEDL244). Angus Energy
operates all fields in which it has an interest.
Chairman's statement
Dear Fellow Shareholders,
I am pleased to present the Annual Report of the Company and its subsidiary
undertakings (the "Group") for the year ended 30 September 2025.
The year ended 30 September 2025 was a period of continued operational
progress at the Saltfleetby gas field alongside significant work to stabilise
and restructure the Group's financial position. Throughout the year the Board
and management team remained focused on maintaining reliable gas production,
optimising field performance and progressing discussions with creditors
regarding the proposed refinancing and restructuring of the Group's financing
arrangements.
Saltfleetby remains the cornerstone of the Group's operations. Production
during the year benefited from continued optimisation of the field and the
commissioning of additional compression capacity, supporting stable gas output
and the delivery of cash flow from operations. The operational team has
continued to focus on maximising production efficiency while maintaining safe
and reliable operations across the facility.
A key operational milestone during the year was the installation and
commissioning of a booster compressor at the Saltfleetby Gas Field. Following
commissioning, the Group progressed further production optimisation
initiatives aimed at improving well and facilities performance and supporting
stable operational output. Following the year end, the Group also successfully
completed a series of coil tubing workovers at the field designed to enhance
well productivity and support continued production reliability.
Alongside operational performance, the Board devoted significant attention
during the year to strengthening the Company's financial position. During the
period the Company began progressing the refinancing and restructuring of its
financing arrangements with its principal creditors, including Trafigura, the
counterparties to the Overriding Royalty Interest attached to the Saltfleetby
Gas Field and Forum Energy Services Limited in respect of the deferred
consideration relating to the acquisition of Saltfleetby Energy Limited.
During the year the Board and management team also evaluated potential
accretive M&A opportunities. The Company's shares were suspended from
trading on AIM following the announcement of a potential reverse takeover,
which the Board subsequently decided not to proceed with. Further to this,
discussions regarding a potential minority non-operated interest, as
previously announced, have not progressed, although the Company remains open
to further engagement with the counterparty. The suspension has remained in
place while the Company continues to progress the financial restructuring with
its principal creditors.
Subsequent to the reporting date, the Company has continued progressing the
refinancing and restructuring discussions and has reached agreement on the key
commercial terms of the proposed arrangements. The Company is currently
working with the relevant parties and its advisers to finalise the definitive
documentation required to implement the restructuring.
The proposed restructuring is expected to simplify the Group's capital
structure, strengthen the balance sheet and improve the Group's financial
resilience. The Company's shares will remain suspended from trading on AIM
until the restructuring has been completed and the necessary regulatory and
market documentation has been published. The Board remains focused on
completing this process as soon as practicable and will update shareholders as
appropriate.
Financially, the Group delivered revenues of £18.0 million and EBITDA of
£8.3 million for the year. Cash generation benefited from disciplined cost
control and improved operational reliability. In addition, a number of legacy
hedging arrangements entered into in prior periods matured during the year.
Certain positions crystallised into fixed settlement obligations that remained
outstanding at the reporting date (see Note 22). The expiry of these hedges is
expected to improve realised pricing and cash flows going forward, all else
being equal, and enhance the Group's financial flexibility.
Looking ahead, the Board's immediate priority remains the successful
completion of the proposed refinancing and restructuring arrangements while
continuing to optimise production and operational performance at Saltfleetby.
The Company will also continue to evaluate selective development opportunities
and potential acquisitions that align with its technical expertise and
disciplined capital allocation approach.
Subject to the successful completion of the proposed restructuring and
supported by the continued stable performance of the Saltfleetby gas field,
the Board believes the Group will be well positioned to pursue disciplined
growth and long-term value creation.
On behalf of the Board, I would like to thank our employees, contractors,
partners and shareholders for their continued support during a year of
significant progress and transition. The Board remains focused on delivering
operational performance, completing the restructuring process and positioning
the Company to generate sustainable long-term value for shareholders.
Additionally, I would like to record the Board's thanks to Richard Herbert,
our former Chief Executive Officer, who stepped down during the year. He made
a valuable contribution to the Group during a period of operational and
financial transition, and we wish him every success for the future.
Financial and Statutory Information
Revenue from oil and gas production for the year was £18.0 million (2024:
£21.8 million). This was generated from gross production of 30 Mbbl of
condensate oil, 10.8 Mbbl of crude oil, and 18.3 million therms of natural gas
(2024: 44 Mbbl of condensate oil, 2.6 Mbbl of crude oil and 26.5 million
therms of natural gas), primarily from the Saltfleetby Gas Field and the
Brockham Oil Field.
The Group recorded a profit of £0.14 million and EBITDA (revenue less
expenses, excluding tax, interest, depletion, impairment and derivative
movements) for the year of £8.3 million (2024: £10.8 million).
The Group recognised a fair value gain on derivative financial instruments of
£9.1 million, reflecting movements in forward gas prices used to value the
Group's derivative arrangements as at 30 September 2025. These instruments
will settle over time through future cash payments as production is delivered
under the associated arrangements (see Note 22). The fair value movement
recognised during the year is non-cash in nature and reflects the revaluation
of future settlement obligations rather than current period operating cash
flows.
The Company continued to focus on maintaining a disciplined cost base at both
corporate and operational levels while upholding high standards of safety,
professionalism and operatorship. Administrative costs decreased by £0.3
million to £2.9 million (2024: £3.2 million).
Outlook
Subject to the successful completion of the proposed refinancing and
restructuring arrangements and supported by the continued stable performance
of the Saltfleetby gas field, the Group will be well positioned to pursue
disciplined growth while maintaining a continued focus on operational
performance. The Board remains committed to capital discipline, operational
excellence and the evaluation of value-accretive opportunities that align with
the Group's technical capabilities and strategic objectives, while remaining
mindful of the principal risks and uncertainties described in this report.
Krzysztof Zielicki
Interim Non-Executive Chairman
8 April 2026
Operating Review
Following the progress outlined in the Chairman's Statement, the year ended 30
September 2025 was characterised by continued operational development at the
Saltfleetby gas field and significant work to stabilise the Group's financial
position. Saltfleetby remained the cornerstone of the Company's operations,
while management focused on maintaining reliable production, optimising field
performance and progressing discussions with creditors regarding the proposed
refinancing and restructuring of the Group's financing arrangements. These
initiatives, together with the strengthening of the management team during the
year, position the Company to focus on operational optimisation and
disciplined growth as it moves into the next phase of its development.
Safety and environmental stewardship remain fundamental to our operations.
This performance reflects the strong safety culture embedded across the
organisation and our continued commitment to operating responsibly.
During the year the Group produced 18.3 million therms of natural gas and 30
Mbbl of condensate from the Saltfleetby Gas Field, together with 10.8 Mbbl of
crude oil from the Brockham Oil Field. Compared with the prior year and
management's production plan, gas and condensate volumes were lower as the
field required a longer period to stabilise following the installation and
commissioning of the Saltfleetby booster compressor, while Brockham delivered
higher oil output reflecting improved well performance.
Operational efficiency averaged 89% during the period, reflecting planned
shutdowns associated with the installation and commissioning of the
Saltfleetby booster compressor and subsequent well optimisation activity.
A more detailed account of the Group's operational performance during the year
is provided in the Review of Activities section below. The health and safety
of our employees and contractors, the protection of the communities in which
we operate, and responsible environmental stewardship remain central to the
way we operate. The Group is committed to maintaining high standards of
regulatory compliance and continues to maintain open and constructive
relationships with its regulators, including the North Sea Transition
Authority (NSTA), the Environment Agency (EA), the Health and Safety Executive
(HSE), and our local councils.
Business Review
The principal activity of the Group during the year continued to be onshore,
conventional production and development of hydrocarbons in the UK.
Review of activities
Angus remains firmly committed to operating in a safe, responsible and
environmentally sustainable manner. These priorities are overseen by
management and embedded within the Group's operational policies, procedures
and control framework, and are reflected in the day-to-day activities of all
field operators. During the year, operations were conducted in full compliance
with applicable health, safety and environmental requirements, with no
reportable HSE or environmental incidents.
Saltfleetby (100% Working Interest)
During the period the Company successfully installed the booster compressor
whilst continuing to develop its well performance program and improving
equipment reliability. Between September 2024 and May 2025, production
declined by around 30%; following the booster compressor installation and
ongoing well optimisation, approximately 10% of that decline was recovered,
before the planned workover commenced subsequent to the reporting date
(December 2025) at the Saltfleetby Gas Field. The workovers comprised
coiled-tubing wellbore clean-outs in two wells, designed to remove drilling
additives, lift accumulated liquids and remediate any near-wellbore damage
that may have developed over time. These workovers aim to improve production
and reliability from the two wells. Initial results are encouraging. Average
total field production has been approximately 6.3 mmscfd, representing an
increase of circa 30% compared to the average daily production achieved during
Q4 2025.
The annual 5-day shutdown in June was conducted with all safety related
maintenance completed without incident. Operational Efficiency for the year is
down 3% on the previous year's performance with an average efficiency of 89%
achieved, this is 3.7% down on our operating efficiency target of 92.7%
primarily driven by planned shutdowns for the installation of the booster and
commissioning period along with continued well optimization plans.
Building on the seismic reprocessing and remapping work completed in 2023, a
static geocellular reservoir model was constructed across the Westphalian
Sandstone and underlying Namurian reservoir at the Saltfleetby Gas Field.
The static reservoir model is now being history matched to produce a dynamic
model, which is in turn being used to generate production forecasts for
Saltfleetby. Management expects the revised production forecasting approach
to provide improved technical input by incorporating reservoir properties,
flow dynamics and enhanced compression capacity. Forecasts remain subject to
reservoir performance, operational factors and market conditions.
Previously, the Group used a 23% exponential decline curve for Saltfleetby
production forecasting, based on historic production rates and the information
available at the time. The revised modelling work is intended to support a
forecasting approach that better reflects updated technical understanding of
reservoir performance. The updated 'no further action' forecast is intended to
reflect a production decline profile consistent with the revised reservoir
understanding. The implications for long-term field life and economics will
continue to be assessed as the modelling is completed and as production
performance is observed.
The reservoir model, anticipated to be completed in Q2 2026, is intended to
support the placement and optimisation of potential infill well locations and
the generation of indicative production profiles for such wells. This will
support the ongoing evaluation of longer-term options for the Saltfleetby
field, including potential future storage applications (for example CO₂,
natural gas or hydrogen), subject to further technical assessment and
regulatory considerations.
Angus continues to assess the potential drilling of an additional well, which
would add a fourth producing well to the field and is expected to accelerate
production and enhance shareholder value. The well is currently in the
preliminary design phase, with a target drilling date in Q4 2026 / Q1 2027,
subject to the procurement and delivery timelines of long-lead items. If
progressed, the proposed drilling schedule is expected to support incremental
field production of approximately 2-6 mmcf/d from early 2027, subject to
technical evaluation, and approvals.
Legacy monthly hedged volumes priced at an average of 42 pence per Therm and
set at 1,250,000 Therms per month terminated in June 2025. During the year,
the Group entered into additional hedging arrangements in accordance with its
financing requirements. In July-December 2025, monthly hedged volumes were set
at an average volume of 1,075,000 Therms per month at an average price of c.
88 pence per therm. As required under its loan agreement with Trafigura, Angus
also struck hedges in 2026 set at an average volume of 530,000 Therms per
month at an average price of c. 103 pence per therm. Please see Note 22 for
the year-end hedge position and Note 27 for post balance sheet developments.
Brockham (80% Working Interest)
With a full year of production in the period we saw significant production
increase of 10.8 Mbbl compared to 2.6 Mbbl in 2024. Average Brockham oil
production increased to approximately 30 bopd (2024: 20 bopd); following well
optimisation and surface facility upgrades, production averaged around 40 bopd
in Q3 2025, reflecting improved operational reliability and production
stability.
In parallel, the Company has reaffirmed its commitment to returning the BRX4Z
well to production in order to further increase recovery from the Portland
reservoir. Work to reinstate the well has commenced, with operations
progressing in line with plan and completion targeted in Q2 2026. This
activity forms a key part of the Group's strategy to maximise value from
existing assets through disciplined capital deployment and operational
improvement.
Balcombe (25% Working Interest)
Following an initial seven-day well test in autumn 2018, a planning
application was submitted in late 2019 for an extended three-year test of the
Balcombe-2Z well, intended to recover residual drilling fluids and assess the
well's longer-term production potential. Planning consent granted in October
2023 was subsequently appealed by a local residents' group, with the matter
heard in the High Court in January 2025. On 16 April 2025, the Court ruled in
favour of the Company, confirming the validity of the planning consent and the
Company's right to proceed with testing the existing well.
However, due to the prolonged uncertainty created by the legal challenge, the
Company was unable to complete the detailed engineering, procurement and
contracting work required to commence the well test. As a result, the Company
has decided not to activate the existing planning permission and is currently
preparing a revised planning application, following completion of a technical
and commercial review of the site.
The Company continues to regard Balcombe as a strategically important asset.
The outcome of the judicial review confirmed the robustness of the planning
case, and the requirement to submit a revised application reflects timing and
process constraints rather than any loss of technical or commercial potential.
The Company will continue to engage constructively with the local authority
and local community as it progresses the revised development plan.
Lidsey (80% working Interest)
Lidsey has remained shut in due to the high cost of produced water disposal.
As part of a lower-impact and cost-effective solution, the Company has
submitted a planning application to permit the transfer of produced water
off-site to the Brockham oil field for voidage replacement and pressure
maintenance. Subject to approval, the Company intends to progress a programme
of low-cost well-integrity testing, confirm the operability of the existing
artificial lift system, and assess the reinstatement production potential of
the X2 well. If successful, this approach would enable the phased return of
the site to production, with produced water transported to Brockham for
injection.
Strategy and Sustainability
The Group's strategy continues to focus on building long-term shareholder
value through the development of a profitable UK-based energy production
business, underpinned by technical capability, disciplined capital allocation
and rigorous cost control. The Group's primary focus remains UK onshore
operations, while remaining open to selective acquisition opportunities
overseas where fiscal stability, regulatory certainty and the rule of law are
well established.
The Directors recognise that a pragmatic understanding of energy demand,
infrastructure constraints and asset fundamentals is essential to identifying
sustainable and value-accretive opportunities. Accordingly, the Group
continues to actively review projects that complement its operational
expertise and strengthen its existing asset portfolio.
From a sustainability perspective, the Directors remain aligned with national
energy objectives and the UK's transition towards net zero. While the Group
continues to generate value from its existing oil assets, its longer-term
strategic focus is on gas assets, reflecting gas's role as a transition fuel
within the UK's evolving energy mix. The Directors recognise that oil and gas
will remain an essential component of Britain's energy system for decades to
come, and the Group is committed to supplying that energy responsibly while
supporting the transition to lower-carbon sources.
Global Environment and Stewardship
The Group recognises its responsibility to act as a steward of the wider
environment. The Directors believe that meaningful progress in the energy
transition begins with the safe, efficient and responsible operation of
existing assets, alongside the careful evaluation and development of new ones.
While hydrocarbons continue to play a necessary role in meeting energy demand,
the Group is committed to ensuring that they are produced to the highest
environmental, social and governance standards. Across both existing
operations and potential new projects, the Group's objective is to minimise
environmental impact through thoughtful design, operational efficiency and
continuous improvement.
Local Environment
As a UK operator approved by the North Sea Transition Authority ("NSTA") and
operations fully permitted by the Environment Agency ("EA"), Angus Energy
operates within a well-defined regulatory framework and is committed to
maintaining high standards of environmental management and safety.
The Group's environmental and safety approach includes:
· Ongoing monitoring and assessment of environmental impacts
· Application of industry best practices in environmental management
and operational safety
· Continuous focus on maintaining a strong compliance and safety record
There were no reportable health and safety incidents during the year.
Community
The Group recognises that maintaining constructive relationships with local
communities and stakeholders is essential to long-term value creation.
Engagement is undertaken through a range of formal and informal channels,
including community liaison meetings, regulatory disclosures, market
announcements and investor engagement activities.
Stakeholder engagement is guided by the following principles:
· Open, transparent and timely communication
· Early engagement throughout the project lifecycle
· Proactive identification and management of local concerns
· Minimisation of disruption to neighbouring communities
· Strict adherence to health, safety and operational standards
Section 172 Statement
In accordance with Section 172 of the Companies Act 2006, the Directors have a
duty to promote the success of the Company for the benefit of its members as a
whole, while having regard to the interests of employees, regulators, local
communities, suppliers and other stakeholders. The Board considers these
factors when making strategic and operational decisions. Further detail is
provided in the Stakeholder Engagement section on page 31 of the annual
report.
Financial Review
At the beginning of the period, the Group held interests in 80% of Brockham
(PL235), 80% of Lidsey (PL241), 25% of Balcombe (PEDL244) and 100% of the
Saltfleetby Gas Field (PEDL005), following the acquisition of Saltfleetby
Energy Limited on 23 May 2022.
The Group reported a cash balance of £2.1 million as at 30 September 2024.
During the year, 565,038,604 ordinary shares were issued in connection with
the conversion of deferred consideration and accrued interest (see Note 15).
The cash balance at the end of the reporting period was £1.1 million.
Revenue from oil and gas production amounted to £18.0 million (2024: £21.8
million). The Group recorded a profit of £0.14 million. EBITDA for the period
was £8.3 million (2024: £10.8 million).
The Group recognised a fair value gain on derivative financial instruments of
£9.1 million, reflecting movements in forward gas prices used to value the
Group's derivative arrangements as at 30 September 2025. These instruments
will settle over time through future cash payments as production is delivered
under the associated arrangements (see Note 22). The fair value movement
recognised during the year is non-cash in nature and reflects the revaluation
of future settlement obligations rather than current period operating cash
flows.
The Group's financial objectives are to increase revenue, deliver sustainable
profitability and strengthen the asset base. Progress against these objectives
is monitored through key performance indicators focused on revenue, margins,
profitability and cash flow, consistent with investor reporting expectations.
Governance, Compliance and Shareholder Relations
The Board comprises a Chairman and Finance Director, supported by
Non-Executive Directors with relevant sector and public market experience. As
disclosed in the Corporate Governance Statement, certain Non-Executive
Directors represent significant shareholders and are not considered
independent under the QCA Code. The Board is committed to strengthening its
composition and governance framework as the business stabilises and grows.
During the year, the Board undertook a comprehensive review of the Company's
governance and leadership framework following the refinancing and changes in
Board composition. The Board has reviewed and strengthened its remuneration
framework to ensure that incentives are closely aligned with operational
delivery, financial discipline and long-term shareholder value.
The Board meets regularly and is supported by the Audit Committee,
Remuneration Committee and AIM Rules Committee, ensuring appropriate oversight
of governance, financial reporting, remuneration and regulatory compliance.
The Group operates with a lean management structure, comprising 26 employees
including senior management, supplemented where appropriate by experienced
third-party contractors. This approach supports operational flexibility while
maintaining effective oversight and cost discipline.
The Company has appointed dedicated compliance officers responsible for
engagement with regulators and planning authorities, including Surrey,
Lincolnshire and West Sussex County Councils, the North Sea Transition
Authority, the Environment Agency and the Health and Safety Executive. As an
AIM-quoted company, the Group is also subject to the rules and oversight of
the AIM Market of the London Stock Exchange and the Financial Conduct
Authority.
The Directors recognise that the regulatory environment continues to evolve
and has become increasingly complex. In response, the Group is focused on
maintaining proactive and transparent engagement with regulators and planning
authorities, strengthening internal compliance processes, and making greater
use of pre-application and pre-approval procedures where available. This
approach is intended to reduce execution risk, improve planning outcomes and
ensure the Group continues to operate to the standards expected by
shareholders and regulators alike.
Principal risks and uncertainties
The Directors recognise that the Group's activities are subject to a number of
risks and uncertainties which could have a material impact on the Group's
strategy, operational performance, financial position and future prospects.
The Board regularly reviews these risks and the effectiveness of mitigating
actions as part of its ongoing governance and risk management processes.
Market and Price Risk
The Group's revenues and cash flows are exposed to fluctuations in oil and gas
prices, which are influenced by global supply and demand dynamics,
geopolitical developments, regulatory change and broader economic conditions.
The Group's ability to realise value from production is also dependent on
continued access to processing facilities and transportation infrastructure,
including pipelines and road networks, which may be subject to capacity
constraints, maintenance issues or changes in tariff structures.
Oil and gas sales are priced by reference to market conditions and negotiated
directly with purchasers, taking into account factors such as product quality,
distance to market and prevailing supply-demand balances. Adverse price
movements may impact revenues, cash flows and asset valuations. To mitigate
downside exposure, the Group has entered into commodity derivative
arrangements in respect of a portion of its gas production.
Regulatory and Permitting Risk
The Group operates in a highly regulated environment and is subject to
planning, environmental, licensing and other regulatory requirements,
particularly in relation to development and drilling activities. Delays,
refusals or changes to permitting requirements could adversely affect project
timelines, costs and operational outcomes.
The Group has historically been successful in obtaining the necessary
approvals to operate. Regulatory risk is mitigated through strict compliance
with applicable regulations, proactive engagement with regulators and local
communities, and the experience and expertise of the management team.
Reserves and Resources Risk
Estimates of hydrocarbon reserves and resources are inherently uncertain and
are based on geological, geophysical, engineering and economic data, together
with assumptions regarding production performance, operating costs and
commodity prices. No assurance can be given that reserves and resources will
be present in the quantities estimated, recovered at anticipated rates or
developed economically.
Reserve and resource estimates may be revised as additional information
becomes available from drilling, testing and production activities, or as a
result of changes in market conditions. A sustained decline in oil or gas
prices could render certain reserves uneconomic, potentially leading to a
reclassification of reserves as resources and adversely affecting asset
values.
Unless otherwise stated, reserve and resource estimates for Lidsey and
Brockham are derived from the Competent Person's Report prepared at the time
of AIM admission in November 2016, and those for Saltfleetby are based on the
Competent Person's Report published in October 2023. Actual production,
revenues and cash flows may differ materially from estimates, which could
adversely affect the Group's business, financial condition and prospects.
Currency Risk
The Group generates revenue from the sale of crude oil and gas, with oil sales
denominated in US dollars and gas sales denominated in sterling. The majority
of the Group's operating costs and cash flows are also denominated in
sterling, which limits overall foreign exchange exposure. However, movements
in exchange rates may affect the sterling value of revenues and reported
financial performance.
The Board and management monitor currency exposure on an ongoing basis and
consider mitigation measures where appropriate, with the objective of limiting
downside risk while maintaining operational flexibility.
Events after the reporting period
Subsequent to the reporting date, the Company has been progressing the
refinancing and restructuring of its financing arrangements with Trafigura
Group Pte Ltd ("Trafigura"), the counterparties to the Overriding Royalty
Interest ("ORRI") attached to the Saltfleetby Gas Field, and Forum Energy
Services Limited in respect of the deferred consideration relating to the
acquisition of Saltfleetby Energy Limited. The Company has reached agreement
on the key commercial terms of the proposed restructuring and is currently
working with the relevant parties and its advisers to finalise the definitive
documentation required to implement these arrangements.
On 9 March 2026, the Group entered into additional gas hedging arrangements
covering production from April 2026 to June 2027. These hedges secure
approximately 7.745 million therms at an average weighted price of
approximately 101 pence per therm and were placed in accordance with the
Group's financing arrangements and gas price risk management strategy.
Forward Strategy
Following the progress made towards the proposed refinancing and restructuring
of the Company's financing arrangements and the continued stable performance
of the Saltfleetby gas field, the Group enters the coming period with an
improving operational platform and a clearer strategic focus. As the Company
works to finalise the restructuring process, the Board remains focused on
maintaining reliable production from Saltfleetby and continuing operational
optimisation across the field.
The Board's immediate priority remains to maximise value from the Saltfleetby
gas field through continued operational optimisation and selective development
opportunities aimed at enhancing production efficiency and extending field
life. Alongside this, the Company will continue to evaluate potential
acquisition opportunities that align with its technical expertise, operational
capabilities and disciplined capital allocation approach. The Board believes
that domestically produced natural gas will continue to play an important role
in supporting the UK's energy security during the transition to lower-carbon
energy systems.
Subject to the successful completion of the proposed refinancing and
restructuring arrangements, the Board believes the Group is well positioned to
focus on disciplined growth and long-term value creation. With a renewed
management team and a clear strategic direction, the Company remains committed
to strengthening its operational performance while contributing to the UK's
evolving energy landscape.
Approved by the Board of Directors and signed on behalf of the Board.
Carlos Fernandes
Finance Director
8 April 2026
Details of all our assets and operations can be found at www.angusenergy.co.uk
(http://www.angusenergy.co.uk)
Directors' Report
The Directors present their report together with the audited consolidated
financial statements of Angus Energy plc for the year ended 30 September 2025.
Results and Dividends
For the year, the Group recorded a profit of £0.14 million. EBITDA for the
period was £8.3 million (2024: £10.8 million).
The Group recorded an operating profit of £1.9 million. The Directors also
review adjusted performance measures which exclude derivative fair value
movements and certain other items; further information is set out in Note 6.
The Group recognised a fair value gain on derivative financial instruments of
£9.1 million, reflecting movements in forward gas prices used to value the
Group's derivative arrangements as at 30 September 2025. These instruments
will settle over time through future cash payments as production is delivered
under the associated arrangements (see Note 22). The fair value movement
recognised during the year is non-cash in nature and reflects the revaluation
of future settlement obligations rather than current period operating cash
flows.
The Directors do not recommend the payment of a dividend for the year.
Directors
The Directors who served during the year and up to the date of approval of the
financial statements were:
Executive Directors
Carlos Fernandes (Finance Director)
Richard Herbert (CEO, resigned 18 June 2025)
Non-Executive Directors
Krzysztof Zielicki
Antoine Vayner
Alexander Craig (appointed 8 August 2025)
Richard Glass (appointed 8 August 2025)
Biographical details of the Directors serving at the date of this report are
set out on page 25 to 26 of the annual report.
Details of Directors' remuneration are included in the Directors' Remuneration
Report on page 23 to 24 of the annual report. The Company maintains Directors'
and Officers' liability insurance in respect of its Directors'. Premiums paid
to third parties during the year amounted to £48,000 (2024: £26,000).
Research and development
As disclosed in Notes 10 and 11, the Group incurred expenditure in the
development of its oil and gas assets during the year.
Share Capital
At the date of this report, all ordinary shares in issue were fully paid.
Details of movements in share capital during the year are set out in Note 15
to the financial statements.
Substantial Shareholders
At the date of this report, the Company had been notified of the following
interests in 3% or more of the Company's issued share capital:
Percentage of shareholding
Kemexon Ltd 19.67%
Forum Energy Limited 16.21%
Knowe Properties 4.85%
Aleph Commodities Ltd 4.25%
Atanas Djumaliev 3.68%
Share options
No share options were granted during the year and 3,800,000 options were
forfeited. Further details are provided in Note 16.
Financial Instruments
The Group's financial risk management objectives and policies, together with
its exposure to credit risk, liquidity risk and market risk, are set out in
Note 23 to the financial statements.
Employees
The Group employed an average of 26 people during the year (2024: 27). During
the year, the Board retained discretion to award performance-related bonuses
to employees following review of individual and corporate performance, taking
into account the Group's financial position and cash flow. No formal bonus
scheme was in place during the period.
Subsequent to the year end, the Board has been progressing the development of
a new performance incentive framework for 2026 designed to align employee
rewards more closely with operational, financial and shareholder outcomes.
Going Concern
The Directors have undertaken a review of the Group's working capital
requirements and prepared detailed cash flow forecasts covering a period of at
least 12 months from the date of approval of these financial statements. This
assessment included a review of forecast revenues, operating costs, financing
obligations and committed capital expenditure, together with a number of
reasonably plausible downside scenarios, including potential delays to
expected future gas production.
In undertaking this assessment, the Directors considered the current
performance of the Saltfleetby gas field, including ongoing production
optimisation activities, together with the Group's obligations under the
Trafigura debt facility and derivative instruments, which remain payable even
in the event of production delays (see Note 22).
Subsequent to the reporting date, the Company has been progressing the
refinancing and restructuring of its financing arrangements with Trafigura,
the counterparties to the Overriding Royalty Interest attached to the
Saltfleetby Gas Field and Forum Energy Services Limited in respect of the
deferred consideration relating to the acquisition of Saltfleetby Energy
Limited. The Company has reached agreement in principle on the key commercial
terms of the proposed restructuring and is currently working with the relevant
parties and its advisers to finalise the definitive documentation required to
implement these arrangements. The lenders have continued to engage
constructively with the Company during these discussions.
Based on current production levels, which exceed the volumes required to
settle the derivative instruments, and taking into account the Directors'
expectation that the proposed refinancing and restructuring arrangements will
be completed, the Directors consider that the Group has sufficient resources
to meet its liabilities as they fall due for a period of at least 12 months
from the date of approval of these financial statements.
Accordingly, the Directors consider it appropriate to prepare the financial
statements on a going concern basis. Notwithstanding this conclusion, the
Group's dependence on continued gas production, compliance with financing
arrangements and the successful completion of the proposed refinancing and
restructuring arrangements gives rise to a material uncertainty that may cast
significant doubt on the Group's ability to continue as a going concern, as
disclosed in Note 3.3.
These financial statements do not include any adjustments that would be
required if the Group were unable to continue as a going concern.
Events after the reporting period
Events occurring after the reporting period are disclosed in Note 27.
Disclosure of Information to the Auditor
Each of the Directors confirms that, to the best of their knowledge and
belief:
· there is no relevant audit information of which the Company's auditor
is unaware; and
· each Director has taken all steps that ought to have been taken to
ensure that the auditor is aware of any relevant audit information.
Auditor
A resolution to reappoint Crowe U.K. LLP as auditor of the Company will be
proposed at the forthcoming Annual General Meeting.
Approved by the Board and signed on its behalf.
Finance Director
8 April 2026
Independent Auditor's Report to the members of Angus Energy Plc
Opinion
We have audited the financial statements of Angus Energy plc (the "Parent
Company") and its subsidiaries (the "Group") for the year ended 30 September
2025, which comprise:
· the Consolidated statement of comprehensive income for the year ended
30 September 2025;
· the Consolidated and Parent Company statements of financial position
as at 30 September 2025;
· the Consolidated and Parent Company statements of changes in equity
for the year then ended;
· the Consolidated statement of cash flows for the year then ended; and
· the notes to the financial statements, including material accounting
policies.
The financial reporting framework that has been applied in the preparation of
the Group financial statements is in accordance with UK-adopted international
accounting standards. The financial reporting framework that has been applied
in the preparation of the Parent Company financial statements is applicable
law and United Kingdom Accounting Standards, including Financial Reporting
Standard 102 'The Financial Reporting Standard applicable in the UK and
Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
· 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 30 September 2025 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 United Kingdom Generally Accepted Accounting Practice; and
· the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
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 and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard 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 opinion.
Material uncertainty related to going concern
We draw attention to note 3.3 in the financial statements, which identifies
that the Group and Parent Company are reliant on the ability to generate
working capital from their producing assets in order to meet their obligations
under the Group's derivative agreements. This assumes the successful
completion of workovers and the drilling of a fourth well at Saltfleetby.
There is also reliance on the successful completion of refinancing and
restructuring of their borrowings facilities. As stated in note 3.3, these
events or conditions, along with the other matters as set forth in note 3.3,
indicate that a material uncertainty exists that may cast significant doubt on
the Group's and Parent Company's ability to continue as a going concern. 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. Our evaluation of the Directors'
assessment of the Group's and Parent Company's ability to continue to adopt
the going concern basis of accounting included:
• Reviewing management's detail cash flow analysis for the Group
and Parent Company for a period of more than 12 months from the date of
approval of the financial statements.
• Reviewing the accuracy of past budgets by compared to the
actual result.
• Checking the numerical accuracy of management's detail cash
flow analysis.
• Challenging management on the assumptions, including production
levels, gas price and capital and operating expenditure, underlying those
detail cash flow analysis and sensitised them to reduce anticipated net cash
inflows from future trading activities.
• Obtained the latest management results post year end to review
how the Group and Parent Company are trending toward achieving the forecast.
• Performed sensitivity analysis on key inputs of the forecast by
calculating the impact of various scenarios and considering the impact on the
Group and Parent Company's ability to continue as a going concern in the event
that a downward scenario occurs.
• Reviewed post year end production levels against budgeted
amounts.
• Assessed and challenged the completeness of matters contributing to
the material uncertainty in management's assessment
• Assessing the completeness and accuracy of the matters described
in the going concern disclosure within the accounting policies as set out in
Note 3.3.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
Group financial statement is £1,000,000 (2024: £1,000,000) which is based on
approximately 2.5% of Group net assets. The Parent Company overall materiality
is set at £500,000 based on a percentage of total assets.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial statements.
Performance materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific
risk of each audit area having regard to the internal control environment.
This is set at £700,000 (2024: £700,000) for the Group and £350,000 (2024:
£350,000) for the Parent Company.
We agreed with the Audit Committee to report to it all identified errors in
excess of £50,000 (2024: £50,000). Errors below that threshold would also be
reported to it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
Our Group audit scope included full scope audits of the three Group companies
which account for 100% of the Group's net assets and profit before tax by the
Group audit team.
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. These matters
included 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. We set out below,
together with the material uncertainty related to going concern above, those
matters we identified as key audit matters.
This is not a complete list of all risks identified by our audit.
Key audit matter How the scope of our audit addressed the key audit matter
Carrying value of oil & gas production assets (note 10) We evaluated management's assessment of indicators of impairment and
recoverability assessment for the Group's oil & gas production assets. We
have:
At 30 September 2025, the carrying value of oil & gas production assets
was £68.0 million (2024: £70.9 million).
· assessed the design and implementation of controls over management's
assessment of impairment.
Management performed a review for indications of impairment to its producing · tested price and discount rate assumptions by comparing forecast oil and
assets as of 30 September 2025 and identified impairment indicators. They then gas price assumptions to the latest market evidence available. We involved our
assessed the recoverable amount of the Saltfleetby, Brockham and Lidsey Valuations specialists in challenging the discount rate applied by management;
assets. Management concluded that no further impairment is required as of
the reporting date. · reviewed the sensitivity analysis prepared by management on key
assumptions including commodity price, production levels and discount rates.
· tested the expected production profiles by comparing to recent
Management's consideration of impairment requires them to make certain production levels and to those included in the Competent Person's Reports.
estimates and judgements. These matters are considered to make this a key
audit matter. · assessed the experts used by management in preparing the Competent
Person's Reports (CPR) on the oil and gas reserves, particularly focused on
the independence, competency and objectivity of the experts.
· tested the mathematical accuracy of the forecast cash flows and the
assumptions used within the cash flow projection model.
· assessed the quality of management's previous budgets and forecasts by
comparing them to actual performance; and
· We considered the adequacy of the disclosure to the financial
statements.
Carrying value of exploration and evaluation (E&E) assets (note 11) We performed the following procedures as part of our audit of management's
assessment of the carrying value of exploration and evaluation assets:
At 30 September 2025, the carrying value of exploration and evaluation assets
was £5.5 million (2024: £5.5 million).
• We assessed the design and implementation of controls over the
impairment assessment process.
The assets relate to the Balcombe site, which is still in the exploration
and evaluation phase as technical and economic feasibility have yet to be
established.
• We obtained a copy of the Balcombe licence and performed procedures to
confirm the Group's control of the licence, and that it remains valid.
At each reporting date, the directors are required to assess whether there are
any indicators of impairment, that would require an impairment assessment to
be carried out. The directors concluded there were no indicators of • We made specific enquiries of the directors and key staff involved in
impairment. the exploration work, and reviewed the Group's budgets to determine if further
exploration work is planned.
The directors' consideration of the impairment indicators requires them to
make certain judgements and may include certain estimates. • We considered other matters detailed within IFRS 6 that may give rise
to an indication of impairment.
These matters are considered to make this a key audit matter.
• We reviewed the adequacy of disclosures in the financial statements
in relation to the impairment consideration.
Carrying value of Parent Company investment in subsidiaries (note 5 to Parent We performed audit procedures including the following in relation to
Company accounts) management's assessment:
At 30 September 2025, the Parent Company has investment in its subsidiaries of • In assessing whether impairment was required, our work was substantially
£47.9m (2024: £47.2m). the same as described in the impairment consideration for oil and gas assets
above, as the recoverability of the investment values is closely linked to
these assets.
Management are required to consider indications of impairment to the
investments. Where indicators of impairment are identified, an impairment
assessment should be performed, which requires management to make a number of
judgements and estimates.
Management identified indications of impairment as of 30 September 2025,
including the market capitalization of the Company being lower than the
carrying value of the investments. Management then performed an impairment
assessment, the results of which did not identify any impairment in relation
to the investment in subsidiaries.
Our audit procedures in relation to these matters were designed in the context
of our audit opinion as a whole. They were not designed to enable us to
express an opinion on these matters individually and we express no such
opinion.
Other information
The directors are responsible for the other information contained within the
annual report. The other information comprises the information included in the
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 audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
• In our opinion based on the work undertaken in the course of our
audit the information given in the 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 directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent
Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent
Company, or 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; or
• we have not received all the information and explanations we
require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors' responsibilities statement set out
on page 30 of the annual 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 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.
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:
We identified the significant laws and regulations pertaining to the Group
included the terms of their oil and gas licences, the financial reporting
framework, tax legislation and the AIM listing rules.
Our audit procedures included:
• enquiry of directors about the Company's policies, procedures and
related controls regarding compliance with laws and regulations and if there
are any known instances of non-compliance including fraud discussions with
directors to consider any known or suspected instances of non-compliance with
laws and regulations identified by them
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and the procedures in place for
ensuring compliance. Our work included direct enquiry of the Company Secretary
who oversees all legal proceedings, reviewing Board and relevant committee
minutes and inspection of correspondence.
• We tested the appropriateness of journal entries recorded in the
general ledger and other adjustments made in the preparation of the Financial
Statements
• We used data analytic techniques to identify any unusual transactions
or unexpected relationships, including considering the risk of undisclosed
related party transactions; and
• Reviewing accounting estimates for biases and financial
statement disclosures and agreeing to surround information.
Owing to the inherent limitations of an audit, there is an unavoidable risk
that some material misstatements of the financial statements may not be
detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in
the case of misstatement resulting from fraud because fraud may involve
sophisticated and carefully organised schemes designed to conceal it,
including deliberate failure to record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://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.
Leo Malkin
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London EC4M 7JW
Date: 8 April 2026
2025 2024
Note £'000 £'000
5
Revenue 18,010 21,802
Cost of sales (6,393) (7,334)
Depletion cost (6,320) (8,732)
Gross profit 5,297 5,736
Administrative expenses (2,931) (3,253)
Impairment charge 10 - (4,770)
Share based payment 16 (400) (410)
Operating profit/(loss) 1,966 (2,697)
Derivative financial instrument profit 22 9,112 10,822
Realised Derivative cost 22 (7,352) (8,322)
Finance cost 7 (3,583) (4,104)
Profit/(Loss) before taxation 143 (4,301)
Taxation 9 - -
Profit/(Loss) for the year 143 (4,301)
Total comprehensive profit for the year 143 (4,301)
Profit/(Loss) for the year attributable to:
Owners of the parent company 143 (4,301)
Total comprehensive profit/(Loss) attributable to:
Owners of the parent company 143 (4,301)
143 (4,301)
Earnings/(Loss) per share (EPS/(LPS)) attributable to owners of the parent: 18
Basic (LPS)/EPS (in pence) 0.003 (0.10)
Diluted (LPS)/EPS (in pence) 0.003 (0.10)
The Notes on page 46 to 76 form part of the annual report
All amounts are derived from continuing operations.
2025 2024
Note £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 35 6
Exploration and evaluation assets 11 5,464 5,456
Oil & gas production assets 10 68,010 70,951
Lease assets 55 5
Total non-current assets 73,564 76,418
Current assets
Trade and other receivables 14 2,514 3,374
AFS financial investments 13 2 5
Lease assets 38 1
Cash and cash equivalents 1,116 2,163
Total current assets 3,670 5,543
TOTAL ASSETS 77,234 81,961
EQUITY
Equity attributable to owners of the parent:
Share capital 15 9,974 8,844
Share premium 15 48,606 48,412
Merger reserve 17 (200) (200)
Accumulated loss (17,555) (18,368)
TOTAL EQUITY 40,825 38,688
Current liabilities
Trade and other payables 19 9,178 8,315
Loans payable - current 21 18,737 3,380
Derivatives liability 22 1,780 10,702
Total current liabilities 29,695 22,397
Non-current Liabilities
Provisions 20 6,634 5,698
Trade and other payables 19 80 -
Loan payable - non-current 21 - 14,988
Derivatives liability 22 - 190
Total non-current liabilities 6,714 20,876
TOTAL LIABILITIES 36,409 43,273
TOTAL EQUITY AND LIABILITIES 77,234 81,961
The Notes on page 46 to 76 of the annual report form part of these financial
statements
The financial statements were approved by the Board of Directors and
authorised for issue on 8 April 2026 and were signed on its behalf by:
Carlos Fernandes - Director
Company number: 09616076
Share capital Share premium Accumulated loss Total equity
Merger Loan Note
reserve reserves
£'000 £'000 £'000 £'000 £'000 £'000
7,254 45,500 (15,295) 37,259
Balance at 30 September 2023
(200) -
- - -
Loss for the year - (4,301) (4,301)
Total comprehensive income for the year - - -
- (4,301) (4,301)
Transaction with owners
Issue of shares 1,590 2,919 - - - 4,509
Less: issuance costs - (7) - - - (7)
Grant of share options - - - - 410 410
Grant of Warrant as fund raise and finance costs - - - 818 818
-
8,844 48,412 (200)
Balance at 30 September 2024 - (18,368) 38,688
Profit for the year - - - 143 143
-
Total comprehensive income for the year - - - 143 143
-
Transaction with owners
Issue of shares 1,130 194 - - - 1,324
Less: issuance costs - - - - - -
Grant of share options - - - - 400 400
Grant of Warrant as finance costs - - - - 270 270
9,974 48,606 (200) (17,555) 40,825
Balance at 30 September 2025 -
The Notes on page 46 to 76 of the annual report form part of these financial
statements
Year ended 30 September Year ended 30 September
2025 2024
£'000 £'000
Cash flow from operating activities
Profit/(Loss)for the year before taxation 143 (4,301)
Adjustment for:
Derivative financial instrument profit (9,112) (10,822)
Share option charge 400 410
Grant of Warrants as finance costs 283 818
Interest payable 3,300 3,284
Depletion charge 6,320 8,732
Impairment of Oil & Gas Production asset - 4,770
Lease amortization charges - -
Write-off Inventory - -
Write off of property, plant and equipment - 5
Write off of Exploration and Evaluation assets - 192
Depreciation on Right-of-use assets - 20
Lease interest expense - 2
Investment revaluation 3 6
Depreciation of owned assets 10 6
Cash generated from operating activities before changes in working capital 1,347 3,122
860 (398)
Change in trade and other receivables
Change in other payables and accruals 820 402
3,027 3,126
Cash used in operating activities before tax
Income tax paid - -
3,027 3,126
Net cash flow generated from operations
Cash flow from investing activities
Payment of deferred consideration - (2,357)
Acquisition of plant and equipment (50) -
Acquisition of exploration and evaluation assets - (18)
Acquisition of oil and gas production assets (2,433) (3,479)
(2,483) (5,854)
Net cash flow used in investing activities
Cash flow from financing activities
Repayment of loan facility - (8,872)
Drawdown of loans, net of transaction costs - 14,885
Transaction cost on loan issue - (548)
Lease principal repayment - (22)
Interest paid on lease - (2)
Interest paid (1,591) (2,722)
(1,591) 2,719
Net cash flow (used in)/generated from financing activities
Net increase/(decrease) in cash & cash equivalents (1,047) (9)
Cash and cash equivalent at beginning of year 2,163 2,172
1,116 2,163
Cash and cash equivalent at end of year
The Notes on page 46 to 76 form part of the annual report
1. General information
Angus Energy Plc (the "Company") is incorporated and domiciled in the United
Kingdom. The address of the registered office is Building 3 Chiswick Park, 566
Chiswick High Road, London, W4 5YA.
The principal activity of the Company is that of investment holding. The
principal activity of the Group is that of oil and gas extraction for
distribution to third parties. The principal activities of the various
operating subsidiaries are disclosed in Note 12.
2. Presentation of financial statements
The financial statements have been presented in Pounds Sterling (£) as this
is the currency of the primary economic environment that the group operates
in. The amount is rounded to the nearest thousand (£'000), unless otherwise
stated.
3. Accounting policies
The material accounting policies applied in the preparation of these financial
statements are set out below.
3.1 Basis of preparation
These financial statements have been prepared in accordance with UK adopted
international accounting standards and with the requirements of the Companies
Act 2006. The financial statements have been prepared on the historical cost
basis except for certain assets and liabilities which are stated at their fair
value.
3.2 New standards, amendments and interpretations issued but
not yet effective
The Directors have considered new standards, amendments and interpretations
that have been issued but are not yet effective and that may be relevant to
the Group. The Directors do not expect these to have a material impact on the
Group's financial statements. The standards assessed include those relating to
presentation and disclosure, supplier finance arrangements and the
classification of liabilities, where applicable. The Group will adopt new
requirements when they become effective.
3.3 Going concern
Cash generation during the year continued to be driven primarily by gas
production from the Saltfleetby field. The Group recorded a profit of £0.14
million for the year. EBITDA for the year was £8.3 million (2024: £10.8
million). The Group recognised a fair value gain on derivative financial
instruments of £9.1 million, reflecting movements in forward gas prices used
to value the Group's derivative arrangements as at 30 September 2025 These
instruments will settle over time through future cash payments as gas
production is delivered under the associated arrangements (see Note 22). The
fair value movement recognised during the year is non-cash in nature and
reflects the revaluation of future settlement obligations rather than current
period operating cash flows.
At 30 September 2025, the Group held cash of £1.1 million. During the year,
the Group raised £1.0 million through the issue of new ordinary shares to
support the settlement of outstanding liabilities. In addition, on 27 February
2024 the Company agreed the refinancing of its existing debt with a subsidiary
of Trafigura Group Pte Ltd ("Trafigura"). The Company subsequently entered
into definitive loan documentation and drew down the full £20 million
facility (see Note 21), which was used to repay existing debt, stabilise the
Group's creditor position and provide funding for ongoing operations and
planned capital expenditure at the Saltfleetby and Brockham fields. Trafigura
has not demanded repayment of the facility and continues to work with the
Company in respect of the proposed refinancing and restructuring arrangements.
Subsequent to the reporting date, the Company has been progressing the
refinancing and restructuring of its financing arrangements with Trafigura,
the counterparties to the Overriding Royalty Interest attached to the
Saltfleetby Gas Field and Forum Energy Services Limited in respect of the
deferred consideration relating to the acquisition of Saltfleetby Energy
Limited. The Company has reached agreement in principle on the key commercial
terms of the proposed restructuring and is currently working with the relevant
parties and its advisers to finalise the definitive documentation required to
implement these arrangements. The lenders have continued to engage
constructively with the Company during these discussions.
The Directors have prepared detailed cash flow forecasts covering a period of
at least 12 months from the date of approval of these financial statements. In
assessing going concern, the Directors considered the Group's forecast
revenues, operating costs, financing obligations and committed capital
expenditure, together with a number of reasonably plausible downside
scenarios, including potential delays to expected future production.
In making this assessment, the Directors considered the current performance of
the Saltfleetby gas field, including the commissioning of the booster
compressor and ongoing production optimisation activities, together with the
Group's obligations under the Trafigura debt facility and derivative
instruments, which remain payable even in the event of production delays (see
Note 22), and the ongoing discussions with lenders regarding the proposed
refinancing and restructuring of the Group's financing arrangements.
The Group's forecast cash flows remain sensitive to any prolonged interruption
to gas production. Current production levels exceed the volumes required to
settle the derivative instruments; however, should there be a significant or
sustained disruption to production, or a breach of the covenants under the
Group's refinanced arrangements, the Group may be required to seek waivers
from Trafigura or additional funding.
Based on the Directors' current expectations, including forecast production,
commodity prices, operating costs and the anticipated completion of the
proposed refinancing and restructuring arrangements, the Directors consider
that the Group has sufficient resources to continue in operational existence
for a period of at least 12 months from the date of approval of these
financial statements. Accordingly, the Directors have prepared the financial
statements on a going concern basis.
Notwithstanding the Directors' expectation that the proposed refinancing and
restructuring will be successfully completed, the Group's dependence on
continued gas production, compliance with the covenants under the Group's
refinanced arrangements, and the successful completion of the proposed
restructuring give rise to a material uncertainty that may cast significant
doubt on the Group's ability to continue as a going concern. While recently
completed workovers have been successfully undertaken and support current
production levels, the Group plans to drill an additional well which is
expected to further support production and enhance liquidity headroom.
These financial statements do not include any adjustments that would be
required if the Group or the Company were unable to continue as a going
concern.
3.4 Basis of consolidation
The consolidated financial statements comprise the financial information of
the Company and its subsidiaries (the "Group") made up to the end of the
reporting period. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee.
The consolidated financial statements present the results of the Company and
its subsidiaries and joint arrangements as if they formed a single entity.
Inter-company transactions and balances between group companies are therefore
eliminated in full. The financial information of subsidiaries is included in
the Group's financial statements from the date that control commences until
the date that control ceases.
Profit or loss and each component of other comprehensive income (OCI) are
attributed to the equity holders of the parent of the Group. When necessary,
adjustments are made to the financial information of subsidiaries to bring
their accounting policies into line with the Group's accounting policies. All
intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full,
on consolidation.
3.5 Oil and natural gas exploration and evaluation (E&E)
expenditure
Oil and natural gas exploration and evaluation expenditure are accounted for
by using the successful efforts method of accounting.
(a) Licence and property acquisition costs
Licence and property leasehold acquisition costs are capitalised within
intangible fixed assets and amortised on a straight-line basis over the
estimated period of exploration. Upon determination of economically
recoverable reserves, amortisation the remaining costs are aggregated with
exploration expenditure and held on a field-by-field basis as proved
properties awaiting determination within intangible fixed assets. When
development is sanctioned, the relevant expenditure is transferred to tangible
production assets.
(b) Exploration expenditure
Geological and geophysical exploration costs are charged against income as
incurred. Costs directly associated with an exploration well are capitalised
as an intangible asset until drilling of the well is complete and the results
have been evaluated. If hydrocarbons are not found, the exploration
expenditure is written off as a dry hole. If hydrocarbons are found, and
subject to further appraisal activity, are likely to be capable of commercial
development, the costs continue to be carried as an asset. All such carried
costs are subject to regular technical and commercial management review to
confirm the continued intent to develop or otherwise extract value from the
discovery. When this is no longer the case, the costs are written off. When
proven and probable reserves of oil and gas are determined and development is
sanctioned, the relevant expenditure is transferred to tangible production
assets.
(c) Development expenditure
Expenditure on the construction, installation and completion of infrastructure
facilities such as platforms, pipelines and the drilling of development wells,
including unsuccessful development or delineation wells, is capitalised within
tangible production assets.
(d) Maintenance expenditure
Expenditure on major maintenance, refits or repairs is capitalised where it
enhances the performance of an asset above its originally assessed standard of
performance; replaces an asset or part of an asset which was separately
depreciated, and which is then written off; or restores the economic benefits
of an asset which has been fully depreciated. All other maintenance
expenditure is charged to income as incurred.
Treatment of E&E assets at conclusion of
appraisal activities
Intangible E&E assets related to each exploration licence/prospect are
carried forward, until the existence (or otherwise) of commercial reserves has
been determined. If commercial reserves have been discovered, the related
E&E assets are assessed for impairment on a cost pool basis as set out
below. E&E assets are assessed for impairment in accordance with IFRS 6,
and any impairment loss is recognised in profit or loss. When development is
sanctioned and proved and probable reserves have been determined, the relevant
E&E expenditure is transferred to oil and gas production assets within
property, plant and equipment.
3.6 Financial instruments
Financial assets and 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.
Financial assets at amortised cost
Financial assets are recognised initially at fair value plus directly
attributable transaction costs (except for financial assets at fair value
through profit or loss). Financial assets measured at amortised cost are
subsequently measured using the effective interest method and are subject to
expected credit loss impairment in accordance with IFRS 9.
Trade receivables are recognised initially at the transaction price and
subsequently measured at amortised cost, less any impairment losses.
Trade and other payables
Trade and other payables are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost, where
applicable, using the effective interest method, with interest expense
recognised on an effective yield basis.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition,
construction or production of a qualifying asset are capitalised as part of
the cost of that asset in accordance with IAS 23. Capitalisation commences
when expenditures and borrowing costs are being incurred and activities
necessary to prepare the asset for its intended use are in progress, and
ceases when substantially all such activities are complete. Other borrowing
costs are recognised in profit or loss as incurred.
Derivative financial instrument
The group uses derivative financial instruments to hedge its commodity price
risk, such as commodity swap contracts. The Group has elected not to apply
hedge accounting on this derivative. Derivative financial instruments are
recognised at fair value on the date on which the contract is entered into and
subsequently measured at fair value. Derivatives are carried as a financial
asset when the fair value is greater than its initial measurement and
financial liabilities when fair value is negative. Gains and losses arising
from changes in the fair value of derivatives are recognised in profit or loss
within the statement of profit or loss and other comprehensive income. The
Group does not apply hedge accounting. Further information on the Group's
derivative instruments and valuation is set out in Note 22.
In determining the fair values of the financial asset and liabilities,
instruments are analysed into Level 1 to 3 as follows:
Level 1: Fair value measurements derive from quoted prices (unadjusted) in
active market for identical assets or liabilities.
Level 2: Fair value measurement derives from inputs other than quoted
prices included within level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3: Fair value measurements derive from valuation techniques that
include inputs for the asset or liability that are not based on observable
market data.
Derivatives are measured at fair value using valuation techniques that
incorporate observable market inputs and are classified within Level 2 of the
fair value hierarchy. For other financial assets and liabilities measured at
amortised cost, the carrying amounts are considered to approximate fair value
where the instruments are short term or reprice frequently.
3.7 Impairment of assets
(a) Financial assets
Impairment provisions for current receivables are recognised based on the
simplified approach within IFRS 9. During this process the probability of the
non-payment of the trade receivables is assessed. This probability is then
multiplied by the amount of the expected loss arising from default to
determine the lifetime expected credit loss for the trade receivables. For
trade receivables, which are reported net, such provisions are recorded in a
separate provision account with the loss being recognised within
administration costs in the consolidated statement of comprehensive income. On
confirmation that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward looking expected credit loss
model. The methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk since initial
recognition of the financial asset. For those for which credit risk has
increased significantly, lifetime expected credit losses are recognised,
unless further information becomes available contrary to the increased credit
risk. For those that are determined to be permanently credit impaired,
lifetime expected credit losses are recognised.
(b) Non-financial assets
The carrying amounts of the Group's non-financial assets, other than deferred
tax assets, are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, then the asset's
recoverable amount is estimated. For assets that have indefinite lives, the
recoverable amount is estimated at each reporting date.
The recoverable amount of an asset or cash-generating unit is the greater of
its value in use and its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the
time value of money and risk specific to the asset. For the purpose of
impairment testing, assets are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets (the "cash
generating unit").
An impairment loss is recognised if the carrying amount of an asset or its
cash generating unit exceeds its estimated recoverable amount. Impairment
losses are recognised in the profit or loss.
3.8 Oil and gas production assets
Expenditures related to the construction, installation or completion of
infrastructure facilities, such as platforms and pipelines, and the drilling
of development wells, including delineation wells, are capitalised within oil
and gas production assets. The initial cost of an asset comprises its purchase
price or construction cost, any costs directly attributable to bringing the
asset into operation, the initial estimate of the abandonment cost for
qualifying assets, and borrowing costs (see Note 3.13 on decommissioning).
Oil and gas production assets are depreciated using a unit of production
method. The cost of producing wells is amortised over total proved and
undeveloped oil and gas reserves of the field concerned, except in the case of
assets whose useful life is shorter than the lifetime of the field, in which
case the straight-line method is applied. Rights and concessions are depleted
on the unit-of-production basis over the total proved developed and
undeveloped reserves of the relevant area. The unit-of-production rate
calculation for the depreciation of field development costs takes into account
expenditures incurred to date, together with sanctioned future development
expenditure.
The consideration receivable on disposal of an item of property, plant and
equipment or an intangible asset is recognised initially at its fair value by
the Group. However, if payment for the item is deferred, the consideration
received is recognised initially at the cash price equivalent. The difference
between the nominal amount of the consideration and the cash price equivalent
is recognised as interest revenue. Any part of the consideration that is
receivable in the form of cash is treated as a financial asset and is
accounted for at amortised cost.
3.9 Contingent liabilities
A contingent liability is a possible obligation that arises from past events
and whose existence will only be confirmed by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the control of the
Group. It can also be a present obligation arising from past events that is
not recognised because it is not probable that outflow of economic resources
will be required, or the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the Notes to the
accounts. When a change in the probability of an outflow occurs so that the
outflow is probable, it will then be recognised as a provision. A contingent
asset is a possible asset that arises from past events and whose existence
will be confirmed only by the occurrence or non-occurrence of one or more
uncertain events not wholly within the control of the Group.
The Company and its subsidiaries are, from time-to-time, parties to legal
proceedings and claims which arise in the ordinary course of business. The
Directors do not anticipate that the outcome of these proceedings and claims
will have a material adverse effect on the Group's financial position or on
the results of its operations.
3.10 Cash and Cash Equivalents
Cash in the statement of financial position is cash held on call with banks.
3.11 Income tax
Income tax expense represents the sum of the tax currently payable and
deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the comprehensive income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are not taxable or tax
deductible. The Group's liability for current tax is calculated using tax
rates (and tax laws) that have been enacted or substantively enacted in
countries where the Group and its subsidiaries operate by the end of the
financial period.
Deferred income taxes are calculated using the balance sheet method. Deferred
tax is generally provided on the temporary difference between the carrying
amounts of assets and liabilities and their 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 or at the time of the
transaction, it does not give rise to equal taxable and deductible temporary
differences. Deferred tax on temporary differences associated with shares in
subsidiaries and joint ventures is not provided if reversal of these temporary
differences can be controlled by the Group and it is probable that reversal
will not occur in the foreseeable future. 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 provided in full, with no discounting. Deferred
tax assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to the respective period it
is recognised, provided they are enacted or substantively enacted at the
reporting date.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the Consolidated Statement of Comprehensive Income, except
where they relate to items that are charged or credited directly to equity in
which case the related deferred tax is also charged or credited directly to
equity.
3.12 Foreign currencies
Monetary assets and liabilities in foreign currencies are translated into
sterling at the rates of exchange ruling at the reporting date. Transactions
in foreign currencies are translated into sterling at the rate of exchange
ruling at the date of the transaction. Exchange differences are recognised in
profit or loss.
3.13 Decommissioning
Provision for decommissioning is recognised in full on the installation of oil
and gas production facilities. The amount recognised is the present value of
the estimated future expenditure determined in accordance with local
conditions and requirements. A corresponding tangible fixed asset of an amount
equivalent to the provision is also created. This is subsequently depreciated
as part of the capital costs of the production and transportation facilities.
Any change in the present value of the estimated expenditure is reflected in
an adjustment to the provision and fixed assets.
3.14 Revenue
As described in Note 5, the Group's revenue is driven by the sale of natural
gas, condensate and crude oil, the goods are sold on their own in separate
identified contracts with customers. The gas sales agreement has a fixed
discount to the ICIS Heren NBP price, the oil offtake agreement has a fixed
discount to the Brent forward curve while the condensate offtake agreement has
a fixed discount to the Naphtha forward curve. Delivery point of the sale is
the point at which the natural gas passes from the Company's pipeline to the
national grid or when crude oil passes from the delivery tanker to the
customers specified storage terminal, which represents the point at which the
Group fulfils its single performance obligation to its customer under
contracts for the sale of natural gas or crude oil. Revenue from the
production of oil and gas, in which the Group has an interest with other
producers, is recognised proportionately based on the Group's working interest
and the terms of the relevant production sharing contracts.
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the applicable effective interest rate.
3.15 Share-based payments
The Group has applied IFRS 2 Share-based Payment for all grants of equity
instruments.
The Group issues equity-settled share-based payments to its employees.
Equity-settled share-based payments are measured at fair value at the date of
grant. The fair value determined at the grant date of the equity-settled
share-based payments is expensed on a straight-line basis over the vesting
period, based on the Group's estimate of the shares that will eventually vest.
Fair value is measured using the Black Scholes model. The expected life used
in the model has been adjusted, based on management's best estimate. The
inputs to the model include: the share price at the date of grant, exercise
price expected volatility, risk free rate of interest.
4. Critical accounting estimates and sources of
estimation uncertainty
In applying the accounting policies, the directors may at times require to
make critical accounting judgements and estimates about the carrying amount of
assets and liabilities. These estimates and assumptions, when made, are based
on historical experience and other factors that the directors consider are
relevant.
The key estimates and assumptions concerning the future and other key sources
of estimation uncertainty at the end of the financial year, that have
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are reviewed are as
stated below.
Key accounting judgements
(a) Impairment of non-current asset
The Group's non-current assets represent its most significant assets,
comprising oil and gas production assets, exploration and evaluation (E&E)
assets on its onshore sites.
Management is required to assess exploration and evaluation (E&E) assets
for indicators of impairment and has considered the economic value of
individual E&E assets. The carrying amount of the E&E assets are
subject to a separate review for indicators of impairment, by reference to the
impairment indicators set out in IFRS 6, which is inherently judgmental.
Processing operations are large, scarce assets requiring significant technical
and financial resources to operate. Their value may be sensitive to a range of
characteristics unique to each asset and key sources of estimation uncertainty
include proved reserve estimates, future cash flow expected to arise from the
cash-generating unit and a suitable discount rate.
In performing impairment reviews, the Group assesses the recoverable amount of
its operating assets principally with reference to the Group's independent
competent person's report, estimates of future oil and gas prices, operating
costs, capital expenditure necessary to extract those reserves and the
discount rate to be applied to such revenues and costs for the purpose of
deriving a recoverable value.
As detailed in Notes 10 and 11, the carrying amount of the Group's E&E
assets and oil and gas production assets at 30 September 2025 were
approximately £68.0 million (2024: £70.9 million) and £5.4 million (2024:
£5.4 million) respectively.
The methods, key assumptions, sensitivity and possible outcomes in relation to
the calculation of the estimates are detailed in Note 10.
(b) Going concern
Forecast cash flows place reliance on there not being a suspension of gas
production for an unforeseen significant period. Current production levels are
in excess of derivative requirements; however, the Group's forecasts remain
sensitive to any prolonged interruption to gas production and the timing of
cash flows relative to settlement obligations. While recently completed
workovers have been successfully undertaken and are expected to support
current production levels, the Group plans to drill an additional well which
is expected to further support production and enhance liquidity headroom. In
the event of significant production delays or breaches of covenants under the
Group's refinanced arrangements, the Group may be required to seek waivers or
additional funding. There are no present operational concerns and, whilst
mitigating actions could be taken, the contracted derivative will need to be
settled at a fixed point in time. In the event of any significant delay, this
may require further negotiation with the derivative holder or additional
funding.
As disclosed in Note 3.3, the directors consider the Group and the Company to
be a going concern while the Group will continue to operate under the
management's plan and the Directors consider the going concern basis
appropriate, subject to the material uncertainty disclosed in Note 3.3.
Key accounting estimates
(a) Decommissioning costs
Decommissioning costs will be incurred by the Group at the end of the
operating life of some of the Group's facilities and properties. The Group
assesses its decommissioning provision at each reporting date. The ultimate
decommissioning 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 may 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 decommissioning. As a
result, there could be significant adjustments to the provisions established
which would affect future financial results.
External valuers may be used to assist with the assessment of future
decommissioning costs. The involvement of external valuers is determined on a
case-by-case basis, taking into account factors such as the expected gross
cost and timing of abandonment, and is approved by the directors. Selection
criteria include market knowledge, reputation, independence and whether
professional standards are maintained.
As detailed in Note 20, the provision at the reporting date represents
management's best estimate of the present value of the future decommissioning
costs required.
(b) Valuation of derivative liability
On 01 June 2021, Angus Energy Weald Basin no. 3 Limited (AWB3) entered into a
derivative agreement with Mercuria Energy Trading SA (METS) under a Swap
contract as part of the condition of the Loan Facility (see Note 21). The
derivative instrument was used to mitigate price risk on the expected future
cash flow from the production of Saltfleetby Gas Field. Under the Swap
contract, AWB3 will pay METS the floating price while METS will pay AWB3 the
fixed price on the sale of gas from the field.
In connection with the refinancing of the Mercuria facility with Trafigura in
February 2024, the existing Mercuria hedging arrangements were novated and
restructured with Trafigura, resulting in an additional credit cost of 6 pence
per therm.
The carrying value of the financial instrument approximates their fair value
and was valued using Level 2 fair value hierarchy valuation. The fair value
has been determined with reference to commodity yield curves, as adjusted for
liquidity and trading volumes as at the reporting date supplied by the Group's
hedging partner, Trafigura. Management also assessed the valuation of these
swaps using publicly available forward pricing curves.
5. Revenue and segment information
The Group's principal revenue is derived from the sale of natural gas and oil
produced from its UK onshore assets. All revenue arose from continuing
operations within the United Kingdom.
The Chief Operating Decision Maker ("CODM"), being the Board of Directors,
reviews financial performance on a consolidated basis and does not receive
discrete financial information for individual fields or assets. Accordingly,
the Group has determined that it operates as a single operating and
geographical segment for the purposes of IFRS 8 Operating Segments.
Revenue is generated from the following sources:
2025 2024
£'000 £'000
Sale of oil 1,446 1,721
Sale of natural gas 16,564 20,081
18,010 21,802
All of the Group's non-current assets are located in the United Kingdom.
Major customers
For the year ended 30 September 2025, sales of natural gas to Trafigura Group
Pte Ltd represented more than 90% of the Group's total revenue (2024: more
than 90%). No other customer represented 10% or more of total Group revenue in
either period.
6. Operating profit
Operating profit is stated after charging:
2025 2024
£'000 £'000
Depreciation of owned assets 10 6
Employee benefit expense 1,839 2,177
Auditor's remuneration
Fees payable to the Company's auditor in respect of the audit of the Parent 77 73
Company and the consolidated financial statements
77 73
Adjusted operating result
The Group presents an adjusted operating result to provide additional
information on underlying operating performance by excluding non-cash and
non-operating items arising from the remeasurement of derivative financial
instruments. This measure is not defined under IFRS and may not be comparable
with similar measures presented by other companies.
The adjusted operating result is reconciled to profit/(loss) after tax as
follows:
2025 2024
£'000 £'000
Profit/(loss) after tax 143 (4,301)
Derivative financial instrument (profit)/loss 9,112 (10,822)
Adjusted profit/(loss) after tax 9,255 (15,123)
In 2025, the Group recorded a significant non-cash fair value gain on
derivative instruments reflecting higher forward gas prices. Excluding this
item, the Group delivered a materially improved underlying performance.
7. Finance cost
Finance costs for the year comprise:
2025 2024
£'000 £'000
Loss on revaluation of AFS investment 3 6
Other finance costs 349 1,376
Loan interest expense 3,231 2,722
3,583 4,104
Other finance costs
Other finance costs primarily comprise:
· commitment and arrangement fees on the Trafigura facility
· interest on crystallised and deferred hedge settlement
balances
· amortisation of financing transaction costs
The decrease in other finance costs in 2025 primarily reflects the refinancing
of the Mercuria loan and associated derivative facilities into the Trafigura
facility in the prior year.
The Group is progressing discussions with Trafigura regarding the potential
refinancing and restructuring of the facility subsequent to the reporting
date. Further details are disclosed in Note 27.
8. Employee benefit expense
The Group's employee benefit expense for the year comprises:
2025 2024
£'000 £'000
Wages and salaries (excluding Directors) 1,569 1,895
Social security costs (excluding Directors) 270 282
1,839 2,177
These amounts relate to employees other than Directors.
Directors' remuneration for the year totaled £598,000 (2024: £609,000),
comprising salaries and fees, and is disclosed in detail in the Directors'
Remuneration Report. For the purposes of IAS 24, key management personnel
comprise the Directors of the Company.
Average number of employees
The average monthly number of persons (including Executive Directors) employed
by the Group during the year was:
2024 2024
Number Number
The average number of employees during the year was:
Director 5 4
Management 10 12
Operators 11 11
26 27
9. Taxation on ordinary activities
No liability to corporation tax arose for the years ended 30 September 2025 or
30 September 2024 due to the availability of brought-forward tax losses and
capital allowances within the relevant ring-fenced entities.
The Group's tax charge comprises only UK corporation tax. There are no
overseas operations.
Reconciliation of effective tax rate
2025 2024
£'000 £'000
143 (4,301)
Profit / (loss) before tax
Tax at UK ring-fence corporation tax rate of 40% (2024: 40%) 57 (1,720)
Adjustments for:
Non-deductible expenses 2,393 6,803
Movements in temporary differences not recognised
Utilisation of brought-forward losses - -
Unrecognised deferred tax (2,450) (5,083)
Tax charge / (credit) - -
Tax losses and deferred tax
At 30 September 2025, the Group had tax losses of approximately £178.0
million (2024: £166.4 million) available for offset against future taxable
profits of the subsidiaries in which those losses arose.
These losses primarily relate to UK ring-fenced oil and gas activities and
include losses acquired on the acquisition of Saltfleetby Energy Limited.
Under UK tax rules, these losses are not transferable between Group entities
and can only be utilised against future profits of the relevant subsidiary.
No deferred tax asset has been recognised in respect of these losses, as the
Directors consider that there is insufficient certainty at the reporting date
that taxable profits will be available in the relevant entities against which
the losses can be utilised in the foreseeable future, in accordance with IAS
12.
10. Oil and gas production assets
Total
£'000
Cost or valuation
At 1 October 2023 93,952
Additions 3,479
Increase abandonment provision 726
At 30 September 2024 98,157
Additions 2,450
Increase abandonment provision 929
At 30 September 2025 101,536
Depreciation and impairment
At 1 October 2023 13,704
Impairment of asset 4,770
Charge for the year 8,732
At 30 September 2024 27,206
Impairment of asset -
Charge for the year 6,320
At 30 September 2025 33,526
Net book value
At 30 September 2024 70,951
At 30 September 2025 68,010
Reconciliation of additions to cash capital expenditure
£'000
Additions to oil and gas production assets (Note 10) 2,450
Less: other non-cash movements and accrual adjustments (17)
Cash expenditure on oil and gas production assets (cash flow statement) 2,433
Interests in producing assets
At 30 September 2025 the Group held:
· 100% of the Saltfleetby Gas Field
· 80% of the Brockham Oil Field
· 80% of the Lidsey Oil Field
The Group remains operator of all fields.
Impairment Review
The Group tests oil and gas production assets for impairment when indicators
exist, in accordance with IAS 36. Each field represents a separate
cash-generating unit ("CGU").
The recoverable amount is determined based on value-in-use calculations using
discounted cash flow models over the economic life of each field.
The key assumptions used were:
2025 2024
Post-tax discount rate 10% 10%
Natural gas price (per Therm) £0.80 £0.86
Brent oil price (per barrel) $70 $83
Growth rate 0% 0%
Production profiles reflect current reservoir models and operating plans,
assuming facilities operate at efficient capacity over field life. The growth
rate is assumed to be zero and the level of production is constant on the
basis the production plant is assumed to be at the most efficient capacity
over the period of extraction.
Reserves and production profiles
Commercial reserves represent 2P (proved and probable) reserves on an
entitlement basis. These underpin depreciation calculated using the
Unit-of-Production (UOP) method.Reserve and production estimates are prepared
internally and reviewed by management using operator data and external
competent person inputs.
Impairment conclusion (2025)
Management assessed each producing CGU using updated production forecasts,
pricing assumptions and operating costs. No impairment charge was recognised
in 2025.
Sensitivity analysis
The recoverable amounts were most sensitive to commodity prices and discount
rates.
The following movements would give rise to impairment:
· Saltfleetby: gas prices would need to fall by ~5% below the base
assumption
· Brockham: oil prices would need to fall by ~5% below the base
assumption
An increase of:
· 2.5% in the Saltfleetby discount rate, or
· 15% in the Brockham discount rate
would also result in impairment.
11. Exploration and evaluation assets
Total
£'000
Cost or valuation
At 1 October 2023 5,628
Additions 18
Increase abandonment provision 2
Disposal (192)
At 1 October 2024 5,456
Additions -
Increase abandonment provision 8
At 30 September 2025 5,464
Nature of E&E assets
Exploration and evaluation ("E&E") assets comprise capitalised costs
relating to the acquisition, exploration and appraisal of oil and gas licences
and prospects prior to the determination of commercial reserves. E&E
assets are carried on a field-by-field basis and are not amortised until
technical feasibility and commercial viability of extraction have been
established, at which point the assets are transferred to oil and gas
production assets.
Impairment assessment
In accordance with IFRS 6, the Group assesses exploration and evaluation
("E&E") assets for impairment when facts and circumstances indicate that
their carrying amount may not be recoverable.
During the year, planning consent for extended testing at the Balcombe site,
which had previously been granted in October 2023, was subject to judicial
challenge. In April 2025, the High Court ruled in favour of the Company,
confirming the validity of the consent. However, due to the prolonged
uncertainty created by the legal challenge, the Company was unable to complete
the detailed engineering, procurement and contracting work required to
commence the well test and the existing planning consent will expire before it
can be activated.
Accordingly, the Group intends to submit a revised planning application
following completion of a technical review of the site and updated development
plan. Management considers this to represent a timing and procedural matter
rather than a loss of technical or commercial viability of the underlying
asset.
In assessing whether this situation constituted an impairment indicator under
IFRS 6, the Directors considered:
· the outcome of the High Court decision;
· the continued retention of the licence;
· the technical viability of the reservoir;
· management's intention to resubmit a revised plan; and
· the strategic importance of the asset within the Group's
portfolio.
Based on this assessment, the Directors concluded that the asset continues to
have future economic potential and that no impairment indicator existed at 30
September 2025. Accordingly, no impairment of E&E assets was recognised
during the year.
12. Subsidiaries
The Group's subsidiaries at 30 September 2025 are set out below. All
subsidiaries are incorporated and operate in the United Kingdom unless
otherwise stated.
Name of subsidiary/ place of incorporation Principal activity
Angus Energy Holdings UK Limited Investment holding company
Angus Energy Weald Basin No.1 Limited Investment holding company
Angus Energy Weald Basin No.2 Limited Investment holding company
Angus Energy Weald Basin No.3 Limited* Oil extraction for distribution to third parties
Angus Energy North America Limited Dormant company
Saltfleetby Energy Limited Natural Gas Extraction
* Angus Energy Weald Basin No.3 Limited is held indirectly through Angus
Energy Weald Basin No.2 Limited.
The registered office address of the respective entity as follow:
Registered address Name of subsidiary
Building 3 Chiswick Park, 566 Chiswick High Road, London, W4 5YA. Angus Energy Weald Basin No.2 Limited
Angus Energy North America Limited
Saltfleetby Energy Limited
5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN Angus Energy Holdings UK Limited
Angus Energy Weald Basin No.1 Limited
Angus Energy Weald Basin No.3 Limited
13. Financial investments at fair value through profit or
loss
The Group holds an equity investment in Alba Mineral Resources Plc, an
AIM-quoted company. The investment comprises 12,407,910 ordinary shares.
Under IFRS 9 - Financial Instruments, this investment is classified as an
equity instrument measured at fair value through profit or loss ("FVTPL"), as
the Group has not elected to present fair value movements in other
comprehensive income.
The fair value is determined using the quoted bid price of Alba Mineral
Resources Plc shares on AIM at the reporting date.
Movement in fair value:
2025 2024
£'000 £'000
At 1 October 5 11
Loss on revaluation for the year (3) (6)
At 30 September 2 5
The fair value losses are included within finance costs in the consolidated
statement of comprehensive income (see Note 7).
14. Trade and other receivables
2025 2024
£'000 £'000
Current
Accrued sales income 1,173 1,801
Amounts due from customers/farmees 276 285
Rent deposit 150 150
VAT recoverable 408 610
Other receivables 507 528
TOTAL 2,514 3,374
All trade and other receivables are expected to be recovered within twelve
months. The carrying amounts of trade and other receivables approximate their
fair values due to their short-term nature.
Based on the credit quality of counterparties, payment history and
forward-looking information, the Directors consider that no material expected
credit loss provision is required at either reporting date.
2025 2024
£'000 £'000
Trade and other receivables 2,514 3,374
Less: Impairment allowance - -
2,514 3,374
15. Share capital and Share Premium
Issued share capital:
All ordinary shares have a nominal value of
£0.002 and carry one vote per share.
Issue price Number of shares Ordinary share capital Share premium
In pence
Ordinary share of £0.002 each £'000 £'000
At 30 September 2023 3,626,860,032 7,254 45,500
Issue of shares 6 November 2023 0.66 516,033,308 1,032 2,374
Issue of shares 7 March 2024 0.4 25,000,000 50 50
Issue of shares 27 March 2024 0.4 226,513,000 453 453
Issue of shares 15 May 2024 0.3544 27,448,470 55 42
Less: Issuance of costs - - (7)
At 30 September 2024 4,421,854,810 8,844 48,412
Issue of shares 17 March 2025 0.23448 565,038,604 1,130 194
- - -
At 30 September 2025 4,986,893,414 9,974 48,606
Equity issue in the year
On 17 March 2025, the Company issued 565,038,604 ordinary shares at an average
price of 0.23448 pence per share discounted at 15% in settlement of deferred
consideration arising on the acquisition of Saltfleetby Energy Limited and the
accrued interest. The shares were issued in satisfaction of a contractual
obligation and therefore no cash consideration was received.
Capital structure
The Company has only one class of shares in issue: ordinary shares, which
carry equal voting, dividend and capital distribution rights.
16. Share-based payments
The Group previously operated an Enterprise Management Incentive (EMI) scheme
and a Non-Executive Director and Consultant Share Option Scheme (together, the
"Legacy Schemes"). As a result of the size and structure of the Group
following recent growth and refinancing, the Company no longer qualifies for
EMI status and the EMI scheme has therefore been discontinued. No further
awards will be made under the EMI framework.
The Board has approved the introduction of a new discretionary share-based
incentive framework which will be used for future equity awards from 2026
onwards. All future share-based awards will be made at the discretion of the
Board and subject to applicable regulatory, shareholder and governance
approvals.
No new options or warrants were granted during the year ending 30 September
2025. The group recongnised share based payment charge of approximately
£0.400m (2024: £0.410) for the period relating to amortisation of options
and finance costs of £0.283m (2024: £0.817m) of warrants relating to loan
arrangement in previous accounting periods.
Outstanding options and warrants
At 30 September 2025, the following share options and warrants over ordinary
shares of the Company were outstanding:
Outstanding as at 01 Oct 2024 Granted during the year No. of forfeited instruments during ithe year Exercised during the year Outstanding as at Final expiry dates
Exercise price 30 September 2025
£0.06 13,626,188 - - - 13,626,188 13 Nov 2026
£0.09 1,050,000 - (800,000) - 250,000 13 Nov 2026
£0.08 8,400,000 - - - 8,400,000 24 Aug 2028
£0.02 17,200,000 - - - 17,200,000 15 Jul 2029
£0.015 18,750,000 - - - 18,750,000 31 Mar 2031
£0.02 117,500,000 - (3,000,000) - 114,500,000 9 October 2026
£0.018 70,000,000 - - - 70,000,000 16 April 2033
£0.0067 25,000,000 - - - 25,000,000 19 Dec 2034
£0.0067 30,000,000 - - - 30,000,000 29 August 2034
£0.0067 2,500,000 - - - 2,500,000 29 August 2034
Share options 304,026,188 - (3,800,000) - 300,226,188
£0.0165 341,633,886 - - - 341,633,886 20 June 2026
£0.0165 150,000,000 - - - 150,000,000 24 March 2026
£0.015 300,000,000 - - - 300,000,000 25 July 2026
Warrant 791,633,886 - - - 791,633,886
Summary of outstanding equity instruments
At 30 September 2025:
· Share options outstanding: 300,226,188
· Warrants outstanding: 791,633,886
· Total potential ordinary shares from dilutive instruments:
1,091,860,074
No options or warrants were exercised during the year (2024: nil). A total of
3,800,000 options were forfeited during the year.
Valuation and IFRS 2 disclosure
The weighted average exercise price of options and warrants outstanding at 30
September 2025 was £0.01711 (2024: £0.01717). The weighted average remaining
contractual life was 3.5 years (2024: 5.0 years).
The weighted average fair value of options at grant date was £0.0020 (2024:
£0.0067). No new grants were made in the year; therefore, no additional IFRS
2 charge arose in respect of equity-settled share-based payments during 2025.
All outstanding awards relate to legacy grants and are subject only to
service-based vesting conditions. No market-based or performance conditions
remain outstanding.
17. Reserves
2025 2024
£'000 £'000
Merger reserve (200) (200)
Merger reserve
The merger reserve arose on the acquisition of Angus Energy Holdings Limited
by the Company as part of a group reorganisation. The transaction was
accounted for as a merger in accordance with the principles of common control
accounting, with the difference between the nominal value of shares issued and
the carrying value of the net assets acquired recognised in the merger
reserve.
The merger reserve is not distributable and represents part of the Group's
equity attributable to shareholders.
18. Earnings / (Loss) per share (EPS/(LPS))
Basic earnings / (loss) per share ("EPS/(LPS)") is calculated by dividing the
profit or loss attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
Diluted earnings / (loss) per share is calculated by adjusting the weighted
average number of ordinary shares in issue to assume conversion of all
potentially dilutive ordinary shares. Where the effect of such potential
ordinary shares is anti-dilutive, they are excluded from the calculation.
The earnings per share information is as follows:
2025 2024
£'000 £'000
Profit/(Loss) attributable to equity holders of the parent company 143 (4,301)
Weighted average number of ordinary shares 4,725,272,800 4,232,601,890
Basic EPS/(LPS) (in pence) 0.003 (0.10)
2025 2024
£'000 £'000
Profit/(Loss) attributable to equity holders of the parent company 143 (4,301)
Weighted average number of diluted ordinary shares 4,725,272,800 4,232,601,890
Diluted EPS/(LPS) (in pence) 0.003 (0.10)
At 30 September 2025 (and 2024), the outstanding share options and warrants
were anti-dilutive and therefore excluded from the diluted earnings per share
calculation.
19. Trade and other payables
2025 2024
Due within one year £'000 £'000
Trade payables 4,381 3,637
Deferred consideration on Saltfleetby Energy Limited acquisition 1,887 2,887
Lease liability 38 18
Accruals 582 857
Interest payable - loan 610 231
Other payables 488 241
ORRI 1,192 444
9,178 8,315
Due after more than one year 2025 2024
£'000 £'000
Lease liabilities 80 -
80 -
The carrying amounts of trade and other payables approximate their fair values
due to their short-term nature.
Deferred consideration - Saltfleetby Energy Limited
On 24 May 2022, the Company acquired the entire issued share capital of
Saltfleetby Energy Limited from Forum Energy Services Limited ("Forum"),
resulting in 100% ownership of the Saltfleetby Gas Field. The total effective
consideration payable under the share purchase agreement was £14.1 million,
of which up to £6.25 million was structured as deferred consideration.
During the year, the Company issued ordinary shares with a value of
approximately £1.324 million in partial settlement of the deferred
consideration and interest accrued, reducing the outstanding balance to
£1.887 million at 30 September 2025 (2024: £2.887 million).
At the reporting date, the remaining deferred consideration had not been
restructured and is presented within trade and other payables. Subsequent to
the year end, the Company has been progressing discussions with Forum Energy
Services Limited regarding a revised settlement profile for this deferred
consideration. As these discussions were ongoing at the date of approval of
the financial statements, no adjustment has been made to the amounts
recognised at the reporting date. Further details are disclosed in Note 27.
Crystallised hedge balances
Trade and other payables at 30 September 2025 include £1.3 million relating
to gas price swaps for the months of May and June 2025, which crystallised
into fixed cash settlement obligations and were fully invoiced by Trafigura
prior to the reporting date (see Note 22).
In addition, trade and other payables include £0.4 million relating to
previously crystallised legacy hedge positions invoiced by Trafigura. These
balances accrue interest at SONIA plus 10% until settlement in accordance with
the terms of the financing arrangements.
Crystallised hedge balances that had not been invoiced at the reporting date
continue to be presented within derivative liabilities (Note 22) in accordance
with IFRS 9.
The crystallised hedge balances included within trade and other payables form
part of the Group's broader debt restructuring discussions with Trafigura.
These discussions were ongoing at the reporting date and continue to progress
subsequent to the year end (see Notes 22 and 27).
Overriding Royalty Interest (ORRI)
The ORRI represents a contractual entitlement to a share of gross production
revenues from the Saltfleetby Gas Field.
Subsequent to the reporting date, the Company has been progressing discussions
with the counterparties to the Overriding Royalty Interest ("ORRI") attached
to the Saltfleetby Gas Field regarding its proposed restructuring as part of
the broader refinancing and restructuring arrangements currently under
discussion. Further details are disclosed in Note 27.
20. Provisions for other liabilities and charges
2025 2024
£'000 £'000
Abandonment costs
Balance b/fwd 5,698 4,970
Increased provision for Saltfleetby 794 436
Increased provision Brockham 54 80
Increased provision for Lidsey 81 210
Increase provision Balcombe 7 2
Balance c/fwd 6,634 5,698
Nature of the provision
The Group makes provision for the present value of future costs associated
with the decommissioning, abandonment and restoration of oil and gas
production facilities, wells, pipelines and associated infrastructure in
accordance with IAS 37 Provisions, Contingent Liabilities and Contingent
Assets and IAS 16 Property, Plant and Equipment.
A corresponding asset is capitalised within oil and gas production assets when
the obligation is initially recognised and depreciated over the life of the
relevant field.
Measurement and key assumptions
The provision represents management's best estimate of the expenditure
required to settle the obligation at the reporting date, taking into account:
· the expected timing of cessation of production for each field;
· estimated costs of well plugging, facilities removal and site
restoration;
· inflation assumptions applied to future costs; and
· an appropriate discount rate to reflect the time value of money and
risks specific to the obligation.
The estimates are reviewed at each reporting date and adjusted where necessary
to reflect changes in expected costs, field lives, regulatory requirements or
discount rates.
Changes during the year
During the year, the provision increased primarily as a result of:
· updated field life assumptions and cost estimates at Saltfleetby,
reflecting continued development activity; and
· routine revisions to abandonment estimates at Brockham, Lidsey
and Balcombe.
These increases have been added to the carrying value of the related oil and
gas production assets and will be depreciated over the remaining economic
lives of the fields.
Estimation uncertainty
Decommissioning obligations are subject to significant estimation uncertainty,
particularly in relation to:
· future commodity prices and field economics;
· regulatory and environmental standards at the time of
abandonment;
· technological developments in abandonment techniques; and
· the timing of field cessation.
Actual costs incurred may differ materially from the amounts provided.
21. Loan Payable
£20 million Trafigura Loan facility
On 22 February 2024, the Company agreed a refinancing of its existing debt
with a subsidiary of Trafigura Group Pte Ltd ("Trafigura"). The Company
entered into definitive loan documentation which allowed it to draw down in
full a £20.0 million secured loan facility (the "Facility").
The proceeds of the Facility were applied to:
· refinance existing senior debt of £4.5 million;
· repay the Group's bridge facility of £6.0 million;
· fund £1.7 million of the deferred consideration payable to Forum
Energy Services Limited in connection with the acquisition of Saltfleetby
Energy Limited; and
· provide working capital and capital expenditure funding to
increase gas production from the Saltfleetby Gas Field and to restart oil
production at the Brockham Oil Field.
The Facility is secured by first fixed and floating charges over substantially
all of the Group's assets, licences and contracts. The Group's gas sales and
hedging arrangements were novated to Trafigura as part of the refinancing.
The Group incurred transaction costs of £1.8 million in connection with the
Facility, which were capitalised and are being amortised over the term of the
loan using the effective interest method. Of these costs, £0.5 million was
paid in cash, £0.5 million was offset against the loan proceeds drawn down
and £0.7 million was settled through the issue of ordinary shares. At 30
September 2025, the unamortised balance of these costs was included in the
carrying value of the loan.
As a waiver in respect of the relevant covenant conditions had not been
obtained at the reporting date, the facility has been presented as current in
accordance with IFRS requirements. The lender has not demanded repayment and
has continued to support the Company while discussions regarding the proposed
refinancing and restructuring are ongoing. Subsequent to the reporting date,
the Company has been progressing discussions with Trafigura regarding a
broader refinancing and restructuring of the facility (see Note 27).
Carrying amount
£20m Trafigura Loan 2025 2024
£'000 £'000
Principal 20,000 20,000
Unamortised transaction costs (1,263) (1,632)
Carrying value 18,737 18,368
Maturity profile
LOAN PAYABLES SUMMARY: 2025 2024
£'000 £'000
CURRENT
Amounts due within one year 18,737 3,380
18,737 3,380
NON-CURRENT
Amounts due after more than one year - 14,988
- 14,988
Interest and security
The Facility bears interest at a margin over SONIA, payable quarterly. It is
secured by first fixed and floating charges over the Group's producing assets,
licences, receivables and key commercial contracts, including gas offtake
agreements.
The Facility also requires the Group to maintain gas price protection through
derivative arrangements, which are described in Note 22.
Post-balance-sheet restructuring
Subsequent to the reporting date, the Company has been progressing discussions
with Trafigura regarding the refinancing and restructuring of the facility.
Further details are provided in Note 27.
22. Derivative Liability
The Group uses commodity derivative instruments to manage its exposure to
fluctuations in natural gas prices arising from production at the Saltfleetby
Gas Field. These derivatives take the form of fixed-price gas swap contracts
and are not designated for hedge accounting under IFRS 9.
Following the refinancing of the Group's Mercuria facility with Trafigura in
February 2024, all existing swap contracts were novated to Trafigura Group Pte
Ltd. As part of this refinancing, the hedge profile was amended and a credit
charge of 6 pence per therm was applied. Under the terms of the Trafigura
facility, the Group is required to maintain rolling gas price protection in
line with minimum hedging thresholds set out in the financing agreement.
Outstanding Gas Swaps
The table below shows the Group's outstanding gas price swaps that remained
subject to fair-value remeasurement at 30 September 2025:
Hedges under the Trafigura Facility as at 30 September 2025:
Period of Gas Production Quantity in Therms Fixed price in pence per Therm
1-Oct-25 31-Oct-25 1,085,000 90.26
1-Nov-25 30-Nov-25 1,050,000 90.26
1-Dec-25 31-Dec-25 1,085,000 90.26
1-Jan-26 31-Jan-26 620,000 123.08
1-Feb-26 28-Feb-26 560,000 121.33
1-Mar-26 31-Mar-26 620,000 115.35
1- Apr-26 30-Apr-26 600,000 101.53
1-May-26 31-May-26 620,000 97.27
1-Jun-26 30-Jun-26 600,000 95.82
1-Jul-26 31-Jul-26 465,000 95.20
1-Aug-26 31-Aug-26 465,000 95.85
1-Sep-26 30-Sep-26 450,000 96.50
1-Oct-26 31-Oct-26 465,000 92.28
1-Nov-26 30-Nov-26 450,000 98.16
1-Dec-26 31-Dec-26 465,000 100.07
9,600,000
Crystallised Hedge Balances
During the year, gas price swaps relating to production for May and June 2025
crystallised into fixed cash settlement obligations of £1.365 million. These
amounts were fully invoiced by Trafigura but unpaid and are presented within
trade and other payables (see Note 23).
In addition, the Group had previously crystallised a series of legacy hedge
positions in July 2023 into fixed cash settlement obligations with a total
value of £4.0 million. At 30 September 2025:
· £3.6 million of this balance had not yet been invoiced by
Trafigura and therefore continues to be included within derivative
liabilities; and
· £0.4 million had been invoiced and is included within trade
and other payables (see Note 23).
Crystallised hedge balances represent fixed cash obligations and are no longer
subject to commodity price movements. However, under IFRS 9 they remain
classified according to their contractual status: uninvoiced balances continue
to be included within derivative liabilities, while invoiced balances are
presented within trade and other payables.
Interest accrues on both invoiced and uninvoiced crystallised hedge balances
at SONIA plus 10%, in accordance with the terms agreed with Trafigura, until
settlement.
Fair value movements
During the year, the Group recognised realised derivative costs of £7.3
million, representing settlement of swap contracts at prices below prevailing
market rates.
At the reporting date, the fair value of the Group's outstanding swaps
resulted in a mark-to-market profit of £1.8 million, reflecting forward gas
prices at 30 September 2025. The fair-value movement recognised during the
year in profit or loss was £9.1 million.
Derivative liability
The derivative liability at 30 September 2025 comprises the net fair value of
the outstanding swaps together with the uninvoiced crystallised hedge
balances, as shown below:
Reconciliation of derivative liability 30 Sep 2025
£'000
Fair value of outstanding swaps (profit) (1,869)
Uninvoiced crystallised hedge balances (July 2023) 3,649
Total hedge related obligations 1,780
Total hedge-related exposure
The Group's total hedge-related financial obligations at 30 September 2025
are:
Reconciliation of hedge related exposure 30 Sep 2025
£'000
Derivative liability (Note 22) 1,780
Invoiced crystallised hedges - legacy (July 2023) 413
Invoiced crystallised hedges - May & June 2025 1,365
Total hedge related obligations 3,558
Future cash flows from outstanding derivatives
The table below shows contractual undiscounted cash flows relating only to
outstanding derivative instruments (i.e. excluding crystallised hedge
balances):
Cash flows from outstanding derivative instruments only 30 Sep 2026 30 Sep 2027 Total
£'000 £'000 £'000
Net Liability on Swap Contract 2,252 (472) 1,780
Valuation methodology
Derivatives are measured at fair value using valuation techniques that
incorporate observable market inputs, including forward gas price curves and
appropriate discounting for credit and liquidity. The derivatives are
classified as Level 2 within the fair-value hierarchy.
Forward pricing data is sourced from independent market publications,
including ICIS Heren, and corroborated against counterparty valuations.
Management considers the valuation provided by Trafigura to best represent
fair value at the reporting date.
Only outstanding derivative instruments are measured at fair value.
Crystallised hedge balances are carried at amortised cost.
Risk disclosure
If gas production volumes are insufficient to meet contracted hedge volumes,
swaps may crystallise into fixed cash settlement obligations. This risk,
together with the associated liquidity and financing implications, has been
considered by the Directors as part of the going-concern assessment (see Note
3.3).
The distinction between open derivative positions and crystallised hedge
liabilities is fundamental to understanding the Group's exposure to gas price
movements, liquidity risk and financing obligations.
Subsequent hedging arrangements
Subsequent to the reporting date, the Group entered into additional gas
hedging arrangements covering production from April 2026 to June 2027. These
hedges were placed in accordance with the Group's financing arrangements and
are disclosed as a non-adjusting post-balance-sheet event in Note 27.
23. Financial instruments
The Group's principal financial instruments comprise cash and cash
equivalents, trade and other receivables, derivative instruments, borrowings,
lease liabilities and trade and other payables. The Group's accounting
policies and methods adopted, including the criteria for recognition and
measurement, are set out in Note 3. The Group does not enter into financial
instruments for speculative purposes.
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
Financial Assets at amortised cost Financial Liabilities at amortised cost Financial Liabilities at fair value through profit or loss TOTAL
30 September 2025 £'000 £'000 £'000 £'000
Asset
Trade and other receivables 2,514 - - 2,514
Cash and cash equivalents 1,116 - - 1,116
Total financial assets 3,630 - - 3,630
Liabilities
Trade and other payable - 4,982 - 4,982
Deferred consideration on acquisition of Saltfleetby Energy Limited -
- 1,887 1,887
Lease liabilities - 10 - 10
Debt financing - 18,737 - 18,737
Derivative liability - - 1,780 1,780
Total financial liabilities - 25,616 1,780 27,396
30 September 2024 £'000 £'000 £'000 £'000
Asset
Trade and other receivables 3,374 - - 3,374
Cash and cash equivalents 2,163 - - 2,163
Total financial assets 5,537 - - 5,537
Liabilities
Trade and other payable - 5,410 - 5,410
Deferred consideration on acquisition of Saltfleetby Energy -
Limited
2,887
- 2,887
Lease liabilities - 18 - 18
Debt Financing - 18,368 - 18,368
Derivative Liability - - 10,892 10,892
Total financial liabilities - 26,683 10,892 37,575
Trade and other payables
Trade and other payables comprise amounts owed to suppliers, joint venture
partners, service providers and other counterparties, together with invoiced
crystallised derivative settlement balances.
At 30 September 2025, trade and other payables included amounts due to
Trafigura Group Pte Ltd in respect of crystallised gas price hedge
settlements, as follows:
Crystallised hedge balances included within trade and other payables
During the year, gas price swaps relating to production for May and June 2025
crystallised into fixed cash settlement obligations of £1.3 million. These
balances were fully invoiced by Trafigura but remained unpaid at the reporting
date and are included within trade and other payables.
In addition, a portion of the Group's legacy hedge positions crystallised in
July 2023 has also been invoiced. At 30 September 2025, £0.4 million of these
legacy crystallised hedge balances had been invoiced and is included within
trade and other payables.
These amounts represent fixed contractual obligations that are no longer
subject to commodity price movements. Interest accrues on both the May-June
2025 crystallised balances and the invoiced July 2023 balances at SONIA plus
10% until settlement, in accordance with the terms agreed with Trafigura.
The remaining £3.6 million of legacy crystallised hedge balances that had not
yet been invoiced at the reporting date continues to be classified within
derivative liabilities in accordance with IFRS 9 (see Note 22).
Capital management
The Group manages its capital to ensure that it will be able to continue as a
going concern while attempting to maximise the return to stakeholders through
the optimisation of the debt and equity balance. The capital structure of the
Group consists of equity attributable to shareholders and interest-bearing
borrowings (see Notes 15 and 21). During the year the Group completed a
restructuring of its debt, strengthening liquidity and supporting ongoing
operations and development activities.
Credit risk
Credit risk is the risk that a counter-party will cause a financial loss to
the Group by failing to discharge its obligations to the Group. The Group
manages its exposure to this risk by applying limits to the amount of credit
exposure to any one counterparty and employs strict minimum credit worthiness
criteria as to the choice of counterparty. The maximum exposure to credit risk
is represented by the carrying amount of each class of financial asset.
Fair values
Management has assessed that the fair values of cash and cash equivalents,
trade receivables and trade payables approximate their carrying amounts due to
their short-term nature.
Derivative financial instruments are measured at fair value using valuation
techniques based on observable market inputs and are classified as Level 2
within the fair-value hierarchy. Only outstanding swaps are measured at fair
value; crystallised hedge balances are carried at amortised cost (see Note
22).
Interest rate risk
The Group finances its operations through a combination of equity and
interest-bearing debt. The Group exposure to changes in interest rates relates
primarily to cash at bank, loan facility and amount owed by related parties.
Cash is held either on current or short term deposits at a floating rate of
interest determined by the relevant bank's prevailing base rate.
Interest rate sensitivity
The following table demonstrates the sensitivity to reasonably possible
changes in the interest add-on rate for the Trafigura Senior Loan with the
principal interest rate held constant at 8% (see Note 21). The Group finances
its operations through a combination of equity and interest-bearing debt.
Increase / (decrease)
Increase/decrease in add-on Interest rate 30 September
2025 2024
£ £
+ 10% 89 103
- 10% (89) (103)
Foreign currency exchange risks
Foreign currency risk is the risk that the fair value or future cash flows of
an exposure will fluctuate because of the changes in foreign exchange rates.
The Group's exposure to the risk of changes in foreign exchange rates relates
primarily to the Group's operating activities (when revenue or expense is
denominated in a foreign currency).
The Group does not hedge its foreign currencies. Transactions with customers
regarding oil sales are denominated in US Dollars. The Group has bank accounts
in US Dollars to mitigate against the exchange risks, which is very minimal to
its value. At 30 September 2025, the GBP equivalent of US-dollar-denominated
cash balances was £2,182 (2024; £113,621).
Liquidity risks
The principal risk to the Group is liquidity, which arises from the Group's
management of working capital. It is a risk that the Group will encounter
difficulty in meeting its financial obligations as they fall due. This aspect
is kept under review by the directors and in this respect, management carries
out rolling 12-month cash flow projections on a monthly basis as well as
information regarding cash balances. The Group's liquidity management aims to
ensure sufficient resources are available to meet liabilities as they fall
due, including debt service obligations and derivative settlement payments.
Liquidity risk - derivatives
The maturity profile of derivative liabilities reflects only open derivative
contracts that remain subject to fair-value remeasurement. Crystallised hedge
balances that have been invoiced are included within trade and other payables,
while uninvoiced crystallised balances remain included within derivative
liabilities until invoicing (see Note 22).
This explains why the derivative maturity table for 2025 shows only £1.7
million beyond 12 months - this represents the net fair value of outstanding
swaps and uninvoiced crystallised balances, not the full hedge-related
exposure.
The maturity profile of the Group's financial liabilities at the reporting
dates based on contractual undiscounted payments are summarised below:
2025 2024
£'000 £'000
Trade and other payable
Within one month 2,388 2.508
Within two to three months 3,648 2,459
Within four to twelve months 3,142 3,330
9,178 8,297
2025 2024
£'000 £'000
Lease liabilities
Within one month 10 -
Within two to three months 10 -
Within four to six months 10 18
Within six to twelve months 10 -
More than twelve months 100 -
140 18
2025 2024
£'000 £'000
Loan liabilities
Within one month - -
Within two to three months - -
Within four to six months 415 2,552
Within six to twelve months 830 3,680
More than twelve months 20,415 19,945
21,660 26,177
*The table included estimate on interest for the loan duration
2025 2024
£'000 £'000
Derivative liabilities
Within one month - 1,518
Within two to three months - 2,347
Within four to six months - 3,468
Within six to twelve months - 3,369
More than twelve months 1,780 190
1,780 10,892
Commodity price risk
The Group is exposed to the risk of fluctuations in prevailing market
commodity prices of oil and gas products it produces. The table below
summarised the impact on profit before tax for changes in commodity prices
Commodity price sensitivity
The sensitivity analysis shows the impact on profit before tax of a 10% change
in commodity prices, assuming all other variables remain constant, including
production volumes, operating costs and hedging arrangements. Reasonably
possible movements in commodity prices were determined based on a review of
the average spot prices at each reporting periods.
Increase/decrease in crude oil prices Increase / (decrease) in profit
before tax for the year ended
30 September
2025 2024
£'000 £'000
Average spot price increased by 10% 56 16
Average spot price decreased by 10% (56) (16)
Increase/decrease in condensate oil prices Increase / (decrease) in profit
before tax for the year ended
30 September
2025 2024
£'000 £'000
Average spot price increased by 10% 94 158
Average spot price decreased by 10% (94) (158)
Increase / (decrease) in profit before tax for the year ended
Increase/decrease in gas prices 30 September
2025 2024
£'000 £'000
Average spot price increased by 10% 1,656 2,008
Average spot price decreased by 10% (1,656) (2,008)
24. Net debts reconciliation
The Group defines net debt as cash and cash equivalents less interest-bearing
borrowings and deferred consideration. It excludes trade and other payables,
lease liabilities and crystallised derivative settlement balances, which are
presented separately in Note 19.
2025 2024
£'000 £'000
Cash and cash equivalent (Note 14) 1,116 2,163
Loan payable (Note 21) (18,737) (18,368)
Deferred consideration on Saltfleetby Energy Limited acquisition (Note 19)
(1,887) (2,887)
Net debt (19,508) (19,092)
Cash and cash equivalents Loans Bridge Loans Deferred consideration on acquisition of SEL Total
£'000 £'000 £'000 £'000 £'000
Net debt as at 1 October 2023 2,172 (7,213) (9,000) (5,244) (19,285)
Cash flow (3,117) - - - (3,117)
Loan settlement (equity) - - 3,000 - 3,000
Trafigura Loan 14,885 (14,885) - - -
Deferred consideration payment (2,357) - - 2,357 -
Facility Loan repayment (8,872) 2,872 6,000 - -
Transaction cost paid (548) 548 - - -
Transaction cost off set the loan proceeds - 526
526 - -
Amortisation of finance cost - (216) - - (216)
Net debt as at 30 September 2024 2,163 (18,368) - (2,887) (19,092)
Net debt as at 1 October 2024 2,163 (18,368) - (2,887) (19,092)
Cash flow (1,047) - - - (1,047)
Deferred consideration (equity) - - - 1,000 1,000
Transaction cost off set the loan proceeds - - - (369)
(369)
Amortisation of finance cost - - - - -
Net debt as at 30 September 2025 1,116 (18,737) - (1,887) (19,508)
Reconciliation and interaction with other liabilities
At 30 September 2025, the Group also had significant hedge-related and other
contractual obligations that are not included in net debt, as they are
presented within trade and other payables or derivative liabilities in
accordance with IFRS:
· Invoiced crystallised hedge balances of £1.7 million (Note 22
and Note 19);
· Uninvoiced crystallised hedge balances of £3.6 million included
within derivative liabilities (Note 22);
· Overriding Royalty Interest ("ORRI") payable of £1.2 million
(Note 19).
These balances were subject to restructuring after the reporting date and are
therefore excluded from net debt at 30 September 2025 but disclosed as
post-balance-sheet events in Note 27.
25. Commitments
At 30 September 2025, the Group had no material contractual capital
commitments (2024: Nil).
The Group's future development activities at the Saltfleetby Gas Field and
other assets are subject to Board approval and the availability of funding and
therefore no binding capital expenditure commitments had been entered into at
the reporting date.
26. Related Party transactions
Forum Energy Services Limited ("Forum") is a related party by virtue of being
both a substantial shareholder of the Company and being represented on the
Board through Richard Glass, a Non-Executive Director of the Company.
Forum was the vendor of Saltfleetby Energy Limited to the Group in 2022 and
remains a creditor of the Group through deferred consideration payable under
the share purchase agreement.
At 30 September 2025, amounts owed to Forum were:
2025 2024
£'000 £'000
Deferred consideration payable (1,887) (2,887)
These balances are included within trade and other payables (see Note 19).
During the year, the Company issued ordinary shares with a value of
approximately £1.0 million in partial settlement of the deferred
consideration, reducing the outstanding balance.
Subsequent to the year end, the Company has been progressing discussions
regarding the restructuring of the deferred consideration. Further details are
disclosed in Note 27.
Aleph Commodities Limited
Aleph Commodities Limited ("Aleph") is a related party by virtue of being a
substantial shareholder in the Company and through Alexander Craig, a
Non-Executive Director of the Company and a partner and co-founder of Aleph.
Aleph held an economic interest in the Overriding Royalty Interest ("ORRI")
attached to the Saltfleetby Gas Field. At 30 September 2025, amounts payable
in respect of the ORRI totalled £1.2 million (2024: £0.4 million), which are
included within trade and other payables (see Note 19).
27. Events after the reporting period
Subsequent to the reporting date, the Company has been progressing the
refinancing and restructuring of its financing arrangements with Trafigura
Group Pte Ltd ("Trafigura"), the counterparties to the Overriding Royalty
Interest ("ORRI") attached to the Saltfleetby Gas Field, and Forum Energy
Services Limited in respect of the deferred consideration relating to the
acquisition of Saltfleetby Energy Limited. The Company has reached agreement
on the key commercial terms of the proposed restructuring and is currently
working with the relevant parties and its advisers to finalise the definitive
documentation required to implement these arrangements.
On 9 March 2026, the Group entered into additional gas hedging arrangements
covering production from April 2026 to June 2027. These hedges secure
approximately 7.745 million therms at an average weighted price of
approximately 101 pence per therm and were placed in accordance with the
Group's financing arrangements and gas price risk management strategy.
2025 2024
Note £'000 £'000
ASSETS
Non-current assets
Investment 5 47,869 47,210
Total non-current assets 47,869 47,210
Current assets
Trade and other receivables 6 79 67
Cash and cash equivalents 48 97
Total current assets 127 164
TOTAL ASSETS 47,996 47,374
EQUITY
Equity attributable to owners of the parent:
Share capital 8 9,974 8,844
Share premium 8 48,606 48,412
Merger relief reserve 1,500 1,500
Accumulated loss (15,013) (16,459)
TOTAL EQUITY 45,067 42,297
Current liabilities
Trade and other payables 7 2,929 5,077
Bridge Loans - -
Total current liabilities 2,929 5,077
TOTAL LIABILITIES 2,929 5,077
TOTAL EQUITY AND LIABILITIES 47,996 47,374
The Company has taken advantage of the exemption provided by Section 408 of
the Companies Act 2006 not to present its own statement of profit or loss and
other comprehensive income. The profit for the Company for the year ended 30
September 2025 is £0.763 million (2024: loss £3.5 million)
The Note s on page 79 to 81 of the annual report form part of these financial
statements.
The financial statements were approved by the Board of Directors and
authorised for issue on 8 April 2026 and were signed on its behalf by:
Carlos Fernandes, Finance Director
Company number: 09616076
Share capital Share premium Accumulated loss Total equity
Merger
relief
reserve
£'000 £'000 £'000 £'000 £'000
Balance at 1 October 2023 7,254 45,500 1,500 (14,200) 40,054
- - (3,487) (3,487)
Loss for the year -
Total comprehensive income for the year - - (3,487) (3,487)
-
Transaction with owners
Issue of shares 1,590 2,919 - - 4,509
Less: issuance costs - (7) - - (7)
Grant of share options - - - 410 410
Grant of warrant as finance cost - - - 818 818
8,844 48,412 (16,459) 42,297
Balance at 30 September 2024 1,500
- -
Profit for the year - 763 763
Total comprehensive income for the year - -
- 763 763
Transaction with owners
Issue of shares 1,130 194 - - 1,324
Less: issuance costs - - - - -
Grant of share options - - - 400 400
Grant of Warrant as finance costs - - - 283 283
9,974 48,606 1,500 (15,013) 45,067
Balance at 30 September 2025
Share capital comprises the ordinary issued share capital of the company.
Share premium comprises of the excess above the nominal value of the new
ordinary shares issued during the period.
The merger relief reserve represents the difference between the cost of the
investment in Angus Energy Holding UK Limited (initially measured at fair
value) and the nominal value of the shares transferred as consideration.
Retained earnings represent the aggregate retained earnings of the company.
The Notes on page 79 to 81 of the annual report form part of these financial
statements.
1. General information
The company was incorporated in England and Wales on 1 June 2015 as a private
limited company. Its registered office is located at Building 3, Chiswick
Park, 566 Chiswick High Street, London, W4, 5YA.
2. Accounting policies
Basis of preparation
The Company is a public limited company incorporated and domiciled in England
and Wales. The financial statements have been prepared in accordance with the
historical cost convention as modified by the revaluation of certain fixed
assets. The financial statements have been prepared in accordance with FRS 102
- The Financial Reporting Standard applicable in the UK and Republic of
Ireland and the Companies Act 2006. The principal accounting policies are
described below. They have all been applied consistently throughout the
period. The Company's functional and presentation currency is Pounds Sterling
("£"). Unless otherwise stated, financial information is presented in
thousands of Pounds Sterling (£'000).
Investment in subsidiaries and loans to group undertakings
Investments in subsidiaries are stated at cost less provision for impairment.
Loans to group undertakings are stated at amortised cost less provision for
impairment.
At each reporting date, the Company assesses whether there are indicators of
impairment. Where such indicators exist, the recoverable amount of the
investment or loan is estimated. The recoverable amount is determined based on
value in use calculations, reflecting the future cash flows expected to be
generated by the underlying cash generating units of the Group.
The assessment of recoverability represents a significant judgement and key
source of estimation uncertainty. In determining value in use, management
makes assumptions regarding forecast commodity prices, production volumes,
operating and capital expenditure requirements, discount rates and the overall
performance of the relevant cash generating units.
As these assumptions are inherently uncertain, changes in market conditions or
operational performance could result in material adjustments to the carrying
value of investments in subsidiaries and loans to group undertakings in future
periods.
Cash and cash equivalents
Cash in the statement of financial position is cash held on call with banks.
Financial assets
The Directors classify the company's financial assets held at amortised cost
less provisions for impairment. The Directors determine the classification of
its financial assets at initial recognition.
Creditors
Short term creditors are measured at the transaction price. Other financial
liabilities, including bank loans, are measured initially at fair value, net
of transaction costs, and are measured subsequently at amortised cost using
the effective interest method.
Taxation
Tax is recognised in the Statement of comprehensive income, except that a
charge attributable to an item of income and expense recognised as other
comprehensive income or to an item recognised directly in equity is also
recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the reporting date in the
countries where the Company operates and generates income.
2. Accounting policies (continued)
Taxation (continued)
Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the Statement of financial position date,
except that:
· The recognition of deferred tax assets is limited to the extent that
it is probable that they will be recovered against the reversal of deferred
tax liabilities or other future taxable profits; and
· Any deferred tax balances are reversed if and when all conditions for
retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences
except in respect of business combinations, when deferred tax is recognised on
the differences between the fair values of assets acquired and the future tax
deductions available for them and the differences between the fair values of
liabilities acquired and the amount that will be assessed for tax. Deferred
tax is determined using tax rates and laws that have been enacted or
substantively enacted by the reporting date.
3. Loss for the financial period
The Company has taken advantage of section 408 of the Companies Act 2006 and,
consequently, a profit and loss account for the Company alone has not been
presented. The Company's profit for the financial period was approximately
£0.763 million (2024: loss £3.5 million).
4. Staff costs
There is one employee and five directors employed by the company. The
directors are regarded as the key management and their remunerations are
disclosed in Note 8 to the consolidated financial statements.
5. Investment
Cost of investment Loan to group undertakings
Total
£'000 £'000 £'000
At 1 October 2023 15,680 40,775 56,455
Movement of the intercompany loan for the year - (9,501) (9,501)
Saltfleetby Energy Limited investment 256 - 256
At 30 September 2024 15,936 31,274 47,210
Movements of the intercompany loan for the year - 659 659
Saltfleetby Energy Limited investment - - -
At 30 September 2025 15,936 31,933 47,869
The details of the subsidiary are set out in Note 12 to the consolidated
financial statements.
The Company is required to assess the carrying value of each of its
investments in subsidiaries and loans to group undertakings for impairment. To
a large extent the oil & gas production assets and exploration and
evaluation assets, which have been funded by loans from the Company, are
represented by the value of the operating segment cash generating units.
Recoverability of these loans is therefore dependent upon the operating
segments producing sufficient cash surplus such that the segment achieves a
positive net asset position.
The Company's investments in subsidiaries and loans to group undertakings are
recoverable only through the generation of future cash flows from the Group's
producing assets. These cash flows are subject to commodity price, production
and financing risks, including those described in Note s 3.3, 21 and 22 of the
consolidated financial statements. The Directors have considered these matters
in their assessment of impairment at 30 September 2025.
6. Trade and other receivables
2025 2024
£'000 £'000
Other receivables 79 67
79 67
7. Trade and other payables
2025 2024
£'000 £'000
Trade payables 684 2,124
Deferred consideration on acquisition of Saltfleetby Energy Limited 1,887 2,887
Other taxation 115 65
Other payables 243 1
2,929 5,077
The carrying amount of trade and other payables approximates to their fair
value.
8. Share capital
The movement of share capital and share premium are set out in Note 15 to the
consolidated financial statements.
As at 30 September 2025 the total issued ordinary shares of the Company were
4,986,893,414 (2024: 4,421,854,810).
9. Related Party transactions
See Note 26 of the Notes to the consolidated Financial Statements for further
details of related party transactions.
10. Subsequent events
Subsequent to the reporting date, the Group has been progressing the
refinancing and restructuring of its financing arrangements. Further details
are disclosed in Note 27.
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