REG - Caspian Sunrise plc - Interim results for six months ended 30 June 2025
01/12/2025 07:10
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RNS Number : 5341J Caspian Sunrise plc 01 December 2025
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information
is disclosed in accordance with the Company's obligations under Article 17 of
the UK MAR. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.
Caspian Sunrise PLC ("Caspian Sunrise" or the "Company")
Unaudited interim results for the six months ended 30 June 2025
Highlights for the period under review and subsequently
Financial#
· Total revenue $9.9 million of which $3.3 million is from continuing
operations (2024: $18.5 million of which $8.0 million is from continuing
operations)
· Oil production revenue $6.6 million all of which is from
discontinued operations (2024: $10.5 million all of which is from discontinued
operations)
· Oil trading revenue $3.3 million all of which is from continuing
operations (2024: $5.9 million all of which is from continuing operations)
· Onshore oil services revenue $ nil (2024: $ nil)
· Offshore oil services revenue $ nil (2024: $2.1 million)
· Gross Profit $6.1 million of which $0.9 million is from continuing
operations (2024: $8.0 million of which $0.7 million is from continuing
operations)
· Operating (loss) / profit $(2.3) million loss of which a
$(1.8) million loss is from continuing operations (2024: $8.1 million profit
of which $3.2 million is from continuing operations)
· (Loss) / profit before tax $(2.6) million loss of which a
$(1.8) million loss is from continuing operations (2024: $7.9 million profit
of which a loss of $(2.1) million is from continuing operations)
· The loss for the period after tax was $(2.7) million of which a
loss of $(1.2) million is from continuing operations (2024: profit of $2.9
million of which a loss of $(2.1) million is from continuing operations.
· Net current assets $24.5 million (31 December 2024: $34.6
million)
· Cash $0.2 million (31 December 2024: $2.6 million)
· Total assets $141.2 million (31 December 2024: $135.2 million)
· Estimated profit on the disposal of the MJF and South Yelemes
structures $23 million, which would be recognised in H2 2025
# 2025 & 2024 numbers extracted from the underlying Group accounts
before adjustments made under IFRS 5, Non Current Assets Held for Sale and
Discontinued Operations relating to the presentation of the subsequent sale
in July 2025 of the MJF and South Yelemes structures at the BNG Contract Area
2025 Corporate highlights to date
· $88 million sale of the shallow MJF and South Yelemes structures
on the BNG Contract Area
· Acquisition of the West Shalva Contract Area
2025 operational highlights to date
· Aggregate production in the period 229,007 bbls (2024: 293,088
bbls)
· Award of a 25 year production licence on the Airshagyl structure
for an initial three year period
· Acceptance by the Kazakh authorities of an initial 26 mmbls C1
reserves on the Airshagyl structure, with the scope to increase reserves in
the next three years
· Test production measured at the rate of 270 barrels of oil per
day (bopd) from Deep Well P1 & 846 bopd from Deep Well P2 on the
Sholkara structure on the Block 8 Contract Area
· 3,000 meter well spudded at the West Shalva with targets at 2,300
and 2,600 meters
Expected events during the remainder of 2025
· Yelemes Deep licence award
· Completion of the Block 8 Contract Area acquisition
· Target depths reached at the well being drilled at the West
Shalva Contract Area
· Results of chemical treatment underway at Deep Well A6 on the BNG
Contract Area
· Signing of further drilling charters for the Caspian Explorer
· First mineral acquisitions
Introduction
We are pleased to present the unaudited interim results for the six months
ended 30 June 2025.
These, follow closely on the publication of the audited accounts for the 12
months ended 31 December 2024, which include more detailed operational and
financial information than in these unaudited interim results.
The Group's principal focus is on
· oil exploration and production
· oil trading
· onshore and offshore oilfield services
· mineral exploration and production
· other commercial projects
All projects to date are in Kazakhstan.
Overview
Much of the period under review was spent with corporate transactions, the
most notable being the sale of the producing shallow structures at our
flagship BNG Contract Area for a cash consideration of $88 million of which
the $69.1 million due to date has been received.
Although the sale completed after the period end as it was planned before the
period end these unaudited interim financial statements are issued with the
MJF and South Yelemes structures being presented under IFRS 5 Non Current
Assets Held for Sale and Discontinued Operations in the consolidated statement
of profit or loss as discontinued operations and in the consolidated statement
of financial position as assets held for sale.
The decision to sell the BNG Contract Area's shallow structures made further
drilling there uneconomic after the completion of Well 815. Additionally, for
regulatory reasons, we were not able to drill new wells at either the assets
we were seeking to buy or at the BNG Contract Area's deep structures once the
full production licence upgrade applications there had been submitted.
During the period under review, we completed the acquisition of the West
Shalva Contract Area. We are also at an advanced stage in the assessment of
several potential mineral acquisitions and other non-natural resources
acquisitions.
The Group is now focused on developing its existing assets and those in the
process of being acquired and evaluated.
Operational review
Oil exploration and production
BNG shallow structures
In the six months ended 30 June 2025 the Group produced 229,007 bbls (2024:
293,088 bbls) from the shallow structures at the BNG Contract Area.
The principal reason for the decline in production was that following the
decision to sell the MJF and South Yelemes structures it no longer made
commercial sense to fund further drilling or significant remedial work as the
costs involved would not be recoverable before the expected date of transfer.
BNG Deep structures
The Group has invested more than $100 million at BNG's deep structures where
we believe the geology is a continuation of that present at the nearby world
class Tengiz and Kashagan assets. The BNG deep structures were not part of the
$88 million BNG asset sale.
The combined appraisal licence for the Airshagyl and Yelemes deep structures
at the BNG Contract Area expired in 2024 and applications to upgrade to two
separate 25 year production licences were then submitted to the Kazakh
authorities.
Under the rules, no further development work is permitted from the expiry of
the old licences until the new licences are issued. The licence for the
Airshagyl structure was issued in May 2025 on a full production basis for an
initial three year period. We await a decision on the licence application for
the Yelemes Deep structure.
West Shalva
The West Shalva Contract Area was acquired in April 2025 for an initial $5
million consideration with a maximum consideration of $15 million in the event
of successful oil production.
The Contract Area is approximately 600 kilometers further south than the BNG
and Block 8 Contract Areas and is expected to be easier to work than either.
It is without previous drilling operations. However, at the adjacent Shalva
Contract Area, with which we believe there to be shared geology, there have
been reports of testing at the rate of approximately 200 bopd from the
Jurassic.
A well with a planned Total Depth of 3,000 meters with targets at depths of
2,300 and 2,600 meters was spudded in October 2025 and drilling has reached a
depth of 1,700 meters without incident with casing set to a depth of 1,200
meters.
The well is expected to reach the first of its target depths in December with
testing planned for January 2026.
Block 8
We are in the process of acquiring the Block 8 Contract Area, which is located
approximately 160 kilometers east of the BNG Contract Area and which we
believe shares much of the same geology. The required consent from the Kazakh
Ministry of Energy has been received with completion now dependent on the
approval of the Kazakh Antimonopoly Authority.
The acquisition is being completed on the basis of the Sholkara licence alone,
which was renewed in Q4 2024 and at which testing of deep wells P1 and P2
continues.
At Deep Well P1, which was drilled to a depth of 4,203 meters, oil has flowed
on a test basis at the rate of up to 270 bopd. However, a high water content
believed to be the result of issues with the cementing of the well has
resulted in a decision to drill a new sidetrack .
At Deep Well P2, which was drilled to a depth of 3,449 meters oil has flowed
on a test basis at the rate of up to 845 bopd.
Work continues to secure the addition of the Akkaduk structure to the Block 8
package at which a further two deep wells have been drilled but cannot yet be
tested.
Oil trading
During the period under review, we continued trading oil produced and sold to
the domestic market.
Inevitably, with the sale of the MJF and South Yelemes structures and the
resultant declining production volumes, oil trading operations in the current
financial year are affected but are expected to continue to contribute
significantly to future group revenues as production volumes build from the
BNG deep structures, West Shalva and Block 8, once owned.
Onshore oil services
For much of the period under review for both regulatory and funding reasons it
was not possible to undertake significant drilling and development work.
Accordingly, CTS was much less active than in previous periods.
Offshore oil services
In 2024 the Caspian Explorer completed its first drilling charter under the
Group's ownership for the Isatay Operating Company, a consortium led by
Italy's ENI. The well was drilled without any notable issues and quicker
than expected. However, with ENI subsequently exiting its Kazakh operations we
do not now expect to drill the second option well and the Caspian Explorer has
not been chartered in 2025.
Discussions are at an advanced stage for multiple charters in 2026.
Corporate Transactions
Disposal of the MJF & South Yelemes structures on the BNG Contract Area
In September 2024 shareholders overwhelmingly approved the sale of the BNG
shallow structures first announced in May 2024 for a headline cash
consideration of $88 million. Accordingly, no new significant development work
at the BNG Contract Area's shallow structures was undertaken after Well 815,
which was spudded in the summer of 2024, as the costs of new drilling could
not be recouped through additional production before the expected completion
of the asset sale.
The full $69.1 million due to date of the purchase consideration has been
received. A further $5.1 million is due to be paid in equal monthly
instalments over a 12 month period commencing 6 months after the formal
completion of the disposal. Additionally, a further $13.8 million is payable
by the purchaser to the Kazakh authorities over the next 5 years at the rate
of approximately $800,000 per quarter to fund the outstanding MJF structure's
Historic Cost liability.
The expected profit on disposal to be recognised in the 2025 financial
statements is $23 million.
Acquisition of the Block 8 Contract Area
In September 2023 we exercised our option to acquire the Block 8 Contract
Area.
Under the terms of the Block 8 Acquisition Agreement there is no significant
up-front cash payment or issue of shares. Virtually all the purchase
consideration is to be satisfied in cash via a royalty of $5 per barrel from
oil produced from the Block 8 Contract Area once owned by the Group, with the
purchase price capped at $60 million.
We believe Block 8 represents, in addition to the deep structures at BNG, a
second potentially transformative asset in that either or both may enjoy the
same geological characteristics of the nearby world class Tengiz and Kashagan
assets. Disappointingly, the process to secure the required regulatory
approvals has extended far beyond previous timescales.
The Block 8 Contract Area has three identified structures, namely the
Sholkara, Akkaduk and Toresay structures.
· The licence for the Sholkara structure was renewed for a 3 year
period in Q4 2024, which allowed development and testing work there to resume.
· Regarding the Akkaduk structure the application to renew the
licence has yet to be approved as delays in processing the application at one
Kazakh ministry resulted in a second Kazakh ministry deeming the subsequent
application to them to be out of time. While the Kazakh courts have
confirmed that they believe this is an issue between the two ministries they
have yet to order the second ministry to process the licence renewal
application.
· We are no longer interested in the Toresay structure.
We have decided to complete the acquisition of the Block 8 Contract Area on
the basis of the Sholkara licence alone while continuing to push for the
renewal of the Akkaduk licence.
To minimise the impact of the already extensive delays we asked the existing
owners to resume drilling and testing work on the Sholkara structure, which
will be funded by the Group assuming the acquisition of the Block 8 Contract
Area completes as expected.
Acquisition of West Shalva
In April 2024 independent shareholders approved the acquisition of the West
Shalva Contract Area for a maximum consideration of $15 million. The initial
$5 million consideration was satisfied in April 2025 by the issue of
99,206,349 shares issued at 4p per share.
On first oil an additional $5 million becomes payable by the issue of a
further 99,206,349 shares, again to be issued at 4p per share. Additionally,
the first $5 million of revenue derived from the sale of West Shalva oil once
under the Group's ownership is payable in cash to the vendor, in which case
the maximum consideration would be $15 million.
West Shalva is expected to be a far easier oilfield from which to produce oil
than either BNG or Block 8. It does not have the salt layer present at BNG
and Block 8, beneath which the exceptional temperatures and pressures have
made drilling difficult. Conversely, it does not have the same potential to
become a world class asset.
It is better located for access and to deliver oil being much closer to
refineries than either BNG or Block 8. It is also approximately 600 km further
south than BNG and Block 8 thereby enjoying a better climate, which should
result in fewer weather related delays than we encounter at BNG and are likely
to encounter at Block 8.
More strategically, owning West Shalva made it easier to consider selling the
shallow structures at BNG while preserving oil trading revenues and without
the need to have rigs idle. At the date of this report a CTS G40 rig is
drilling the first West Shalva well.
The appraisal licence at the West Shalva Contract Area runs until 2029. West
Shalva is a new Contract Area and accordingly has no existing assessed
reserves, although based on internal analysis and production from adjoining
fields, the Group's operational management believes that up to 80 million
barrels might be recoverable(1).
Mineral acquisitions
We continue to pursue several mineral opportunities, the most advanced is a
manganese project which is already profitable and generating cash.
Other projects being assessed include gold, copper, zinc and titanium. A key
determinant in the assessment of all these projects is the speed at which they
become cashflow positive.
Other projects
The Group's prime competitive advantages are its knowledge of Kazakhstan and
its access to international funding. Accordingly, on an opportunistic basis,
we will look at projects in Kazakhstan other than from our core oil & gas
and mineral sectors, where the board believes the Group's involvement would
add significant shareholder value. However, it is not expected that the scale
of such projects would exceed the Group's natural resources operations.
Recent financial strategy
With the potential huge upside of the BNG deep structures our focus in recent
years was to ensure we completed the onerous BNG deep structures work
programmes to qualify to extend the BNG deep structure licences to two
separate 25 year full production licences. This was not an easy task.
For the past 6 years we have funded the ongoing payment of $32 million
historic costs at the BNG Contract Area at the annual rate of $3.2 million.
We also had to deal with the impact of Covid during which the price for our
oil fell to $6 per barrel. More recently we have been faced with the impact of
Russian sanctions, which has resulted in oil sales since Q2 2022 being to the
domestic market at prices closer to $30 per barrel rather than more than
double that for international sales. We also had to source and pre-fund the
acquisition of drilling consumables from countries other than Russia.
Nevertheless, we were able to fulfil the BNG deep structure work programme
obligations without significant shareholder dilution. We did this by working
the BNG shallow structures hard and by incurring additional debt, principally
in the form of trade and other payables, which limited our ability to develop
our other existing assets and to take advantage of opportunities with new
assets.
In this light the Board considered a cash offer of $88 million for the BNG
Contract Area's shallow structures, on which the older wells were showing
signs of deterioration, was both attractive on a standalone basis and would
significantly improve the Group's stretched financial position.
The sale proceeds for the BNG shallow structures have for the first time in
many years allowed the Group to be properly funded, part of which is expected
to be used for new projects including mineral acquisitions, which typically
have shorter payback periods than for early stage oil & gas exploration
and where we would have a number of routes to market which would not be
affected by the impact of Russian sanctions.
Following completion of the announced corporate transactions underway the
Group would own three oilfields, being the BNG deep structures, Block 8 and
West Shalva and have an oil trading business; while also owning four on shore
drilling rigs and the Caspian Explorer.
Financial Review
Basis of inclusion
Under IFRS 5, Non Current Assets Held for Sale and Discontinued Operations,
the shallow MJF and South Yelemes structures at the BNG Contract Area are
treated as assets held for sale at 30 June 2025 despite the sale not being
concluded until July 2025. Accordingly, in the consolidated profit or loss
statement there are no entries for the revenues, or the costs relating to
those assets for either the period ended 30 June 2025 or 30 June 2024 and
instead the results are presented as profit for the period from discontinued
operations in the statement of comprehensive income.
To allow a meaningful analysis of trading through the year the following
segmental and other financial information set out below has been extracted
from the underlying financial records and reconciled to the financial
information set out in the consolidated profit or loss account, statement of
financial position and cashflows.
2025 2025 2025 2024 2024 2024
6 months ended Discontinued Continuing Total Discontinued Continuing Total
30 June $'000 $'000 $'000 $'000 $'000 $'000
Revenue
Oil sales 6,596 - 6,596 10,496 - 10,496
Oil trading - 3,324 3,324 - 5,893 5,893
Onshore oil services - - - - 28 28
Offshore oil services - - - - 2,090 2,090
Total 6,596 3,324 9,920 10,496 8,011 18,507
Gross profit / (loss)
Oil production 5,190 5,190 7,343 7,343
Oil trading - 872 872 - 1,720 1,720
Onshore oil services - - - - 28 28
Offshore oil services - - - - (1,056) (1,056)
Total 5,190 872 6,062 7,343 692 8,035
Revenue
Total revenue decreased by approximately 46% to $9.9 million of which $3.3
million is from continuing operations (2024: $18.5 million of which $8.0
million is from continuing operations).
66.5% of total revenue was derived from oil sales (2024: 56.7%); 33.5% from
oil trading (2024: 31.8%), nil % from onshore oil services (2024:nil %) and
nil % from offshore oil services (2024: 11.3%).
Gross profit
Gross profit fell by approximately 24% to approximately $6.1 million of which
$0.9 million is from continuing operations (2024: $8.0 million of which $0.7
million is from continuing operations). This is principally the result of a
lower contribution from oil sales in the lead up to the sale of the MJF and
South Yelemes structures and no contribution from CTS or the Caspian Explorer.
Oil production
With the 2025 sale of the MJF and South Yelemes structures oil production,
which is presented as a discontinued operation in these financial statements
notwithstanding the Group's ongoing interest and very significant investment
in three other active oilfields.
Oil prices
All production in the year under review was sold on the domestic market as was
the case in the comparable period. In the six months to 30 June 2025 the
average price received per barrel was approximately $28.8 compared to $35.8 in
the corresponding period in 2024.
Production volumes
Production in the six months to 30 June 2025 at 229,007 barrels was
approximately 22% lower than in the corresponding period in 2024 (293,088
barrels).
Oil sales and gross profit
Oil sales in the six months ended 30 June 2025 was 37% lower at $6.6 million
(2024 $10.4 million). Oil production gross profit was 29% lower at $5.2
million (2024: $7.3 million).
Oil trading
Oil trading is presented in these financial statements as a continuing
operation.
Under this heading we purchase crude oil and fund its refining, selling the
resultant oil products to third parties. To date we have adopted a
relatively low risk approach to oil trading having formed a 70:30 partnership
with an established trader with ourselves being the larger party and with our
30% partner providing the required funding.
Revenue from oil trading in the six months ended 30 June 2025 was $3.3 million
(2024: $5.9 million). Gross profit from oil trading in the six months ended 30
June 2025 was $0.9 million (2024: $1.7 million). The decrease in oil trading
revenue and gross profit in the period under review reflects the fall in the
volumes of oil produced and the reduced prices achieved on the domestic
market.
Onshore oil services
Onshore oil services is presented in these financial statements as a
continuing operation.
CTS did not work for any third party in the period under review and
accordingly recorded no revenue.
Offshore oil services
Offshore oil services is presented in these financial statements as a
continuing operation.
The Caspian Explorer was not charted in the period under review. In the
corresponding period it had revenue of $2.1 million and a gross loss of $1.1
million in preparation for the ENI charter commenced in H2 2024.
Administrative costs
General and Administrative costs for the six months ended 30 June 2025 were
approximately $2.7 million higher at $6.6 million of which $2.6 million is
from continuing operations including $0.4 million related to central Group
costs.
The majority of the $4.0 million Administrative costs related to discontinued
activities related to a write off of accumulated VAT triggered by the sale of
the MJF and South Yelemes structures.
Loss for the period before tax from continuing operations
The loss before tax for the six months to 30 June 2025 is $(2.6) million of
which a loss of $(1.8) million is from continuing operations (2024: profit of
$7.9 million of which a loss of $(2.1) million is from continuing operations.
Tax
The tax credit on continuing operations was $0.6 million (2024: $1.2 million
credit).
(Loss) / profit for the period after tax
The loss for the period after tax was $(2.7) million of which a loss of $(1.2)
million is from continuing operations (2024: profit of $2.9 million of which a
loss of $(2.1) million is from continuing operations.
Oil and gas assets
Unproven oil & gas assets
The carrying value of unproven oil and gas assets increased by approximately
$0.6 million to approximately $54.8 million (31 December 2024: $49.1 million).
Proven oil & gas assets
Proven oil & gas assets at 30 June 2025 were $ nil million (31 December
2024: $ nil million), following the transfer of all proven oil & gas
assets to assets held for sale.
Oil services assets
These are the Caspian Explorer, the drilling rigs owned by the Group and other
equipment and motor vehicles. These other fixed assets increased from $4.5
million at 31 December 2024 to $9.4 million in 2025. Of this amount the
Caspian Explorer's carrying value remained at $1.7 million. (31 December 2024:
$1.7 million).
Assets held for sale
Assets held for sale at 30 June 2025 are $61.3 million (31 December 2024:
$62.1 million) and represent the MJF and South Yelemes structures assets,
which were sold in July 2025.
Other receivables
Other receivables due within 12 months increased to approximately $11.0
million (31 December 2024: $8.2 million).
Cash
At the year-end we had cash balances of approximately $0.2 million (31
December 2024: $2.6 million). At the date of these financial statements the
Group held approximately $23.3 million in cash.
Current liabilities
Trade and other payables under 12 months (excluding historic costs and
provisions)
Trade and other payables increased by $5.1 million to $25.9 million (31
December 2024: $20.8 million).
Third party borrowings
Borrowings at 30 June 2025 are $4.1 million (31 December 2024: $3.7 million)
Tax liabilities
Tax liabilities increased to $2.7 million (31 December 2024: $ nil) .
Liabilities relating to assets held for sale
Liabilities relating to assets held for sale at 30 June 2025 were $13.8
million (2024: $15.2 million) being principally the liability for the historic
cost payments at the MJF and South Yelemes structures for which the purchaser
of the MJF and South Yelemes structures is now responsible..
Liabilities due after 12 months
These increased by $4.2 million to $25.4 million at 30 June 2025 (31 December
2024: $21.2 million). Of the increase $1.0 million related to deferred tax.
$0.8 million to increased borrowings and $2.4 million to provisions and other
payables.
Cashflows
During the period under review approximately $11.1 million was received from
customers and approximately $10.8 million paid out to suppliers, creditors and
staff with a further $0.4 million spent on unproven oil and gas assets and
$4.9 million spent on property plant and equipment.
$0.7 million was received from the sale of assets and a further $0.5 million
returned from restricted use cash. This plus new loans of $1.3 million
resulted in cash balances at the period end decreasing from $2.6 million to
$0.2 million.
Outlook
We believe we are in a much stronger position than for many years:
· The sale proceeds from the MJF / South Yelemes disposal provide
funding to move the Group forward.
· The financial pressure to complete the work programme to apply
for full production licences at the BNG Contract Area's deep structures is
behind us
· The award of a full production licence for an initial three year
period for the Airshagyl structure allows the continued development of a
potentially transformational asset.
· The well tests at the Block 8 Contract Area are encouraging and
once the Block 8 Contract Area acquisition completes should provide
a second potentially transformative asset to develop
· We have solid interest in further charters for the Caspian
Explorer
· The mineral projects under consideration are exciting and in a
sector far less affected by international sanctions than oil & gas
We therefore look to the future with renewed confidence.
Clive Carver
Chairman
28 November 2025
Contacts:
Zeus +44 (0) 203 829 5000
James Joyce
James Bavister
Andre de Andrade
This announcement has been posted to:
www.caspiansunrise.com/investors (http://www.caspiansunrise.com/investors)
Qualified Person
Mr. Sunjin Chang, a member of the Society of Petroleum Engineers, has
reviewed and approved the technical disclosures in these financial statements.
The person responsible for arranging the release of this announcement on
behalf of the Company is Clive Carver, Chairman of the Company.
This announcement has been posted to:
www.caspiansunrise.com/investors (http://www.caspiansunrise.com/investors)
(1)Recoverable Resources Those quantities of hydrocarbons that are estimated to be producible by the
project from either discovered or undiscovered accumulations.
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT
Six months Restated*
ended 30 June 2025 Unaudited Six months
ended 30 June 2024 Unaudited
US$000s US$000s
Continued Operations:
Revenue 3,324 8,011
Cost of sales (2,452) (7,320)
Gross Profit 872 691
Selling expense - -
Other administrative expenses (2,666) (3,890)
Operating (Loss) / Income (1,794) 3,199
Finance cost (133) (213)
Finance income 103 103
Loss before taxation (1,824) (2,061)
Taxation 586 1,248
(Loss)/Profit after taxation from continuing operations (1,238) (2,061)
Discontinued operations:
(Loss)/Profit for the year from discontinued operations (note 11) (1,485) 4,992
(Loss) / profit for the period (2,723) 2,931
(Loss)/Profit is attributable to:
Owners of the Parent (2,521) 2,493
Non-controlling interest (202) 438
(Loss) / profit for the period (2,723) 2,931
(Loss) / profit attributable to owners of the parent arises from:
Continued operations (1,051) (2,449)
Discontinued operations (1,470) 4,942
(2,521) 2,493
Loss per share for loss from continuing operations attributable to the
ordinary equity holders of the parent
Basic and diluted (0.05) (0.11)
Earnings per share for profit for the year attributable to the ordinary equity
holders of the parent
Basic (0.11) 0.11
Diluted (0.11) 0.11
*The results for the 6 months ended 30 June 2024 have been restated in
accordance with IFRS 5 to exclude the results of the BNG Disposal Group which
was classified as a discontinued operation during the period ended 30 June
2025.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six Months Six Months
ended
ended
30 June 2025 Unaudited
30 June 2025 Unaudited
US$000s US$000s
Income (Loss) after taxation (2,723) 2,931
Other comprehensive loss:
Items to be reclassified to profit or loss in subsequent periods
Exchange differences on translating
foreign operations (7,576) (4,463)
Total comprehensive loss for the period (10,299) (1,532)
Total comprehensive loss attributable to: Owners of the parent
(10,097) (1,970)
Non-controlling interest (202) 438
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2025
Unaudited Share capital Share Cumulative translation reserve Capital contribution reserve Merger Retained deficit Total Non-controlling interests Total equity
premium Reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 2025 33,116 126 (77,133) 2,102 11,511 107,240 76,962 (6,471) 70,491
Income after taxation - - - - - (2,521) (2,521) (202) (2,723)
New shares issue 1,300 3,899 - - - - 5,199 - 5,199
Exchange differences on translating foreign operations - - (7,576) - - - (7,576) - (7,576)
Total comprehensive
income for the period - - (7,576) - - (2,521) (4,898) (202) (5,101)
- - - -
Dividends declared
At 30 June 2025 34,416 4,025 (84,709) 2,102 11,511 104,719 72,064 (6,673) 65,391
For the six months ended 30 June 2024
Unaudited Share capital Share Cumulative translation reserve Capital contribution reserve Merger Retained deficit Total Non-controlling interests Total equity
premium Reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 2024 33,060 - (65,838) 2,102 11,511 90,626 71,461 (5,152) 66,309
Income after taxation - - - - - 2,493 2,493 438 2,931
Shares issue 56 125 - - - - 181 - 181
Exchange differences on translating foreign operations - - (4,463) - - - (4,463) - (4,463)
Total comprehensive
income for the period - - (4,463) - - 2,493 (1,789) 438 (1,351)
- - - -
Dividends declared
At 30 June 2024 33,116 125 (70,301) 2,102 11,511 93,119 69,672 (4,714) 64,958
Reserve Description and purpose
Share capital The nominal value of shares issued
Share premium Amount subscribed for share capital in excess of nominal value
Deferred shares The nominal value of deferred shares issued
Cumulative translation reserve Losses arising on retranslating the net assets of overseas operations into US
Dollars
Merger reserves Gains accrued as the result of acquisitions made in previous periods
Capital contribution Reserve Capital contribution arised when a shareholder has made an irrevocable gift to
the Company
Retained deficit Cumulative losses recognised in the profit or loss
Non-controlling interest The interest of non-controlling parties in the net assets of the subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at As at
30 June 31 December 30 June
2025 2024 2024
Note US$000s US$000s US$000s
Assets Unaudited Audited Unaudited
Non-current assets
Unproven oil and gas assets 5 54,765 49,148 56,526
Property, plant and equipment 6 9,426 4,507 63,318
Other receivables 7 2,072 3,513 3,612
Restricted use cash - 1 -
Total non-current assets 66,263 57,169 123,456
Current assets
Assets held for sale 61,263 62,099 -
Inventories 2,472 3,245 3,475
Other receivables 10,183 8,210 13,041
Current tax receivable 840 1,796 -
Cash and cash equivalents 174 2,644 674
Total current assets 74,932 77,994 17,190
Total assets 141,195 135,163 140,646
Equity and liabilities 33,116
Equity
Share capital 8 34,416 33,116
Share premium 4,025 126 126
Other reserves 2,102 2,102 2,102
Merger reserve 11,511 11,511 11,511
Retained earnings 104,719 107,240 93,119
Cumulative translation reserve (84,709) (77,133) (70,301)
Shareholders' equity 72,064 76,962 69,672
Non-controlling interests (6,673) (6,471) (4,714)
Total equity 65,391 70,491 64,958
Current liabilities 20,820
Trade and other payables 28,598 17,425
Current tax liabilities - - 1,959
Short-term borrowings 9 4,133 3,678 8,692
Provision for BNG license payment - - 3,178
Current provisions 3,908 3,749 4,029
Liabilities related to assets held for sale 13,766 15,181 -
Total current liabilities 50,405 43,428 35,283
Non-current liabilities
Borrowings 2,678 1,830 2,991
Deferred tax liabilities 7,423 6,406 6,989
Provision for BNG license payment - - 12,326
Non-current provisions 1,205 705 1,420
Other payables 14,093 12,303 16,679
Total non-current liabilities 25,399 21,244 40,405
Total liabilities 75,804 64,672 75,689
Total equity and liabilities 141,195 135,163 140,646
This financial information was approved and authorised for issue by the Board
of Directors on 28 November 2025 and was signed on its behalf by:
Clive Carver
Chairman
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Six months ended
30 June 2025 30 June 2024
Unaudited Unaudited
US$000s US$000s
Cash flow provided by operating activities
Cash received from customers
11,111 22,691
Payments made to suppliers
and employees (10,755) (16,448)
Net cash generated from
operating activities 356 6,244
Cash flow used in investing activities
Additions to unproven oil and gas assets
(419) (4,564)
Purchase of PP&E (4,894) (5,270)
Cash proceeds from the asset buyer 678 -
Transfers to restricted use cash 506 -
Cash flow used in investing
activities (4,129) (9,834)
Cash flow used by financing activities
Loans provided (repaid) (468)
Loans received 1,303 4,990
Other - (705)
Dividends paid - -
Net cash used by financing
activities 1,303 3,817
Net increase /decrease in cash and
cash equivalents (2,470) 227
Cash and cash equivalents at
the start of the period 2,644 447
Cash and cash equivalents
at the end of the period 174 674
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
INFORMATION
1. STATUTORY ACCOUNTS
The interim financial results for the period ended 30 June 2025 are
unaudited. The financial information contained within this report does not
constitute statutory accounts as defined by Section 434(3) of the Companies
Act 2006.
2. BASIS OF PREPARATION
Caspian Sunrise plc is registered and domiciled in England and Wales.
This interim financial information of the Company and its subsidiaries ("the
Group") for the six months ended 30 June 2025 has been prepared on a basis
consistent with the accounting policies set out in the Group's consolidated
annual financial statements for the year ended 31 December 2024. It has not
been audited or reviewed, does not include all of the information required for
full annual financial statements, and should be read in conjunction with the
Group's consolidated annual financial statements for the year ended 31
December 2024. The 2024 annual report and accounts have been filed with the
Registrar of Companies. The report of the independent auditors on these
accounts was unqualified, did not include a reference to any matters by way
of emphasis, and did not contain a statement under section 498 (2) or 498 (3)
of the Companies Act 2006. As permitted, the Group has chosen not to adopt IAS
34 'Interim Financial Reporting'.
The financial information is presented in US Dollars and has been prepared
under the historical cost convention.
The accounting policies adopted in the preparation of the interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual financial statements for the year ended 31
December 2024. These are expected to be consistent with the financial
statements of the Group for the year ending 31 December 2025 that will be
prepared in accordance with UK-adopted international accounting standards
("IFRS").
Going Concern
The financial information in these interim results has been prepared on a
going concern basis using current income levels but a reduced work programme.
On this basis the Directors believe that the Group will have sufficient
resources for its operational needs over the relevant period, being until
November 2026. Accordingly, the Directors continue to adopt the going concern
basis.
However, the Group's liquidity is dependent on a number of key factors:
· The Group continued to forward sell it domestic
production and the continued availability of such arrangements is important to
working capital. Whilst the Board anticipates such facilities remaining
available given its trader relationships, should they be withdrawn or reduced
more quickly than expected then additional funding would be required.
· Similarly, the Group sells to local mini refineries.
Should these arrangements be terminated or reduced then additional funding
would be required.
· For the time being the Group is not selling to the
international markets as a consequence of the impact of sanctions on Russia,
including access to pipelines and the price at which oil emerging from Russian
pipelines is sold.
As ever forecasts remain sensitive to oil prices, which have shown significant
volatility in recent times. In the event of a significant decline in world and
domestic oil prices additional funding would be required.
3. INCOME PER SHARE
Basic loss per share is calculated by dividing the loss attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding during the year including shares to be issued.
There is no difference between the basic and diluted loss per share as the
Group made a loss for the current and prior year. Dilutive potential ordinary
shares include share options granted to employees and directors where the
exercise price (adjusted according to IAS33) is less than the average market
price of the Company's ordinary shares during the period.
The calculation of loss per share is based on:
Six months Six months
ended 30 June 2025 Unaudited ended 30 June 2024 Unaudited
The basic weighted average number of ordinary
shares in issue during the period 2,296,865,608 2,254,978,483
The income (loss) for the year attributable to owners of the parent (US$'000)
(2,783) 2,931
4. FINANCIAL EXPENSE
The Group incurred financial expenses of US$133,000 during the 6 months to 30
June 2025 (2024: US$213,000).
5. Segment reporting and revenue analysis
Operating segments
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief operating
decision maker, who is responsible for allocating resources and assessing the
performance of the operating segments and making strategic decisions, has been
identified as the Board of Directors.
The Group operated in four operating segments during 2025 and 2024:
Exploration for and production of crude oil; onshore drilling services (CTS
LLP); offshore drilling services (Caspian Explorer); and oil trading, which
was a new segment starting 2023. All four segments operate and generate
revenues in Kazakhstan.
While under IFRS reporting requirements the consolidated profit and loss
statement shows the results of the BNG MJF and South Yelemes shallow
structures as a discontinued operation, without a breakdown of those
structures revenue, operating profit and profit before tax, for the purposes
of meaningful comparison, the segmental analysis set out below includes 6
months 2025 the revenue, operating profit and profit before tax derived from
the MJF and South Yelemes structures.
Oil and gas assets Drilling services CTS Oil Trading Drilling services by Caspian Explorer Corporate allocation Total
2025
External revenues 6,596 - 3,324 - - 9,920
Cost of sales (1,406) - (2,452) - - (3,858)
Gross profit 5,190 - 872 - - 6,062
Administrative costs (4,125) (296) (1,780) 6 (382) (6,577)
Selling expense (1,810) - (13) - - (1,823)
Segment operating profit/(loss) (744) (296) (922) 6 (382) (2,338)
Finance income 61 - 25 - 18 103
Finance costs (336) - - - (4) (340)
Income / Loss before income tax (1,020) (296) (897) 6 (368) (2,575)
Total assets 120,618 14,165 773 5,142 498 141,195
Total liabilities 63,943 9,110 942 1,548 265 75,807
The oil and gas assets segment includes the results of the discontinued
operation (note 11).
6. UNPROVEN OIL AND GAS ASSETS
During the six months period ended June 30 2025 the Company's unproven oil and
gas assets increased on US$ 5.6 million (2024: increase on US$ 4.6 million).
The main reason for the increase was acquisition of West Shalva asset from the
related party in exchange for new shares issue (US$5.1 million).
7. PROPERTY, PLANT & EQUIPMENT
Group Proved oil Motor Vehicles Other Total
and gas assets
US$'000 US$'000 US$'000 US$'000
Cost at 1 January 2024 67,391 2,230 8,556 78,177
Additions 8,519 - 926 9,445
Foreign exchange difference (5,971) (313) (1,249) (7,533)
Transfer to the Assets held for sale (69,939) - - (69,939)
Cost at 31 December 2024 - 1,917 8,233 10,150
Additions - - 4,894 4,894
Foreign exchange difference - 11 52 63
Cost at 30 June 2025 - 1,928 13,179 15,107
Depreciation at 1 January 2024 6,831 1,159 5,258 13,248
Charge for the year 3,290 8 74 3,372
Foreign exchange difference (1,333) (153) (703) (2,189)
Transfer to the Assets held for sale (8,788) - - (8,788)
Depreciation at 31 December 2024 - 1,014 4,629 5,643
Additions - 4 - 4
Foreign exchange difference - 6 28 34
Depreciation at 30 June 2024 - 1,024 4,657 5,681
Net book value at:
01 January 2024 60,560 1,071 3,299 64,930
31 December 2024 - 903 3,604 4,507
30 June 2025 - 904 8,522 9,426
8. OTHER NON-CURRENT RECEIVABLES
During the six months period ended June 30 2025 the Company has provided no
advances related to its drilling operations (2024: nil). VAT recoverable at
the Group level as at 30.06.2025: US$840,000 (2024: US$3,215,000).
9. CALLED UP SHARE CAPITAL
Number of ordinary shares $'000
Balance at 31 December 2024 2,254,978,483 33,116
Balance at 30 June 2025 2,354,184,832 33,116
During 2025 the Company issued 99,206,349 new ordinary shares at 4p per
share to pay for the first stage acquisition of West Shalva asset (note 6).
10. BORROWINGS
Six months ended Year ended 31
30 June 2025 US$'000 December 2024
US$'000
Unaudited Audited
Total 6,811 5,508
Bank loans 3,241
4,133
Loans from related parties 2,267
2,678
At 30 June 2025 and 30 June 2024 all the loans at the group were payable to
the individuals and entities related to Oraziman family.
11. Discontinued operations
During the year-ended 31 December 2024, MJF and South Yelemes shallow
structures at the BNG Contract Area ("BNG Disposal Group") was classified as
held for sale and represented a discontinued operation. The sale completed
after the period end, as detailed in note 12 and thus during the period ended
30 June 2025, continues to be presented as discontinued operation. Its
financial performance for periods ended 30 June 2025 and 30 June 2025 is
detailed below:
Revenue
Cost of sales
Gross profit
Selling expense
Administrative costs
Operating profit
Finance cost
Profit before taxation
Tax charge
Profit after taxation
Transaction costs incurred
Net loss attributable to discontinued operations
The transaction costs incurred are due to VAT charges and are included within
administrative costs of the Oil and gas assets operating segment. The results
of the discontinued operations are included in the Oil and gas assets
operating segment
12. SUBSEQUENT EVENTS
MJF / South Yelemes
On 7 July 2025 the Group completed the sale of the MJF and South Yelemes
shallow structures at the BNG Contract Area, from which 100% of oil in recent
years was produced by the Group, to Absolute Resources LLP. The Group received
a total of $69 million in cash on completion and the remaining $5.1
million is due to be received over a 12 month period commencing 6 months
after formal completion of the sale. A gain on disposal of $23.2 million was
recognised after transaction costs of $4 million due to VAT charges.
Block 8
A submission to complete the acquisition of EPC Munai LLP, the Kazakh
registered entity which holds the licence for the Block 8 Contract Area has
been submitted to the Kazakh regulatory authorities.
In September 2023 the Directors exercised an option to acquire EPC Munai first
granted in 2022. The acquisition terms involve the payment of £100 for 100%
of the shares in EPC Munai with further royalty payments of up to $60 million
at the rate of $5 per barrel on oil produced from the Block 8 Contract Area
once owned by the Group.
A condition of the acquisition was the renewal of licences at three separate
structures on the Block 8 Contract Area. The licence for the Sholkara
structure was renewed in Q4 2024 and the Group is no longer interested in the
Toresai structure. The Group continues to seek the renewal of the licence for
the Akkaduk structure but in the meantime has decided to seek to complete the
EPC Munai acquisition initially solely based on the Sholkara structure.
UAE Claim
A current and three former shareholders are seeking to bring claims against
the Company and certain of its Directors for US$25 million before the Dubai
Courts, principally on the basis that as the shareholders concerned did not
approve the disposal of the MJF and South Yelemes the transaction is not
valid.
On the basis of advice from leading commercial lawyers in the UK and Dubai and
also from one of the world's leading professional services consultancies
the Directors and Company believe that the claims have no merit and are
therefore being vigorously defended. Accordingly, no provision has been made
in these financial statements.
The transaction costs incurred are due to VAT charges and are included within
administrative costs of the Oil and gas assets operating segment. The results
of the discontinued operations are included in the Oil and gas assets
operating segment
12. SUBSEQUENT EVENTS
MJF / South Yelemes
On 7 July 2025 the Group completed the sale of the MJF and South Yelemes
shallow structures at the BNG Contract Area, from which 100% of oil in recent
years was produced by the Group, to Absolute Resources LLP. The Group received
a total of $69 million in cash on completion and the remaining $5.1
million is due to be received over a 12 month period commencing 6 months
after formal completion of the sale. A gain on disposal of $23.2 million was
recognised after transaction costs of $4 million due to VAT charges.
Block 8
A submission to complete the acquisition of EPC Munai LLP, the Kazakh
registered entity which holds the licence for the Block 8 Contract Area has
been submitted to the Kazakh regulatory authorities.
In September 2023 the Directors exercised an option to acquire EPC Munai first
granted in 2022. The acquisition terms involve the payment of £100 for 100%
of the shares in EPC Munai with further royalty payments of up to $60 million
at the rate of $5 per barrel on oil produced from the Block 8 Contract Area
once owned by the Group.
A condition of the acquisition was the renewal of licences at three separate
structures on the Block 8 Contract Area. The licence for the Sholkara
structure was renewed in Q4 2024 and the Group is no longer interested in the
Toresai structure. The Group continues to seek the renewal of the licence for
the Akkaduk structure but in the meantime has decided to seek to complete the
EPC Munai acquisition initially solely based on the Sholkara structure.
UAE Claim
A current and three former shareholders are seeking to bring claims against
the Company and certain of its Directors for US$25 million before the Dubai
Courts, principally on the basis that as the shareholders concerned did not
approve the disposal of the MJF and South Yelemes the transaction is not
valid.
On the basis of advice from leading commercial lawyers in the UK and Dubai and
also from one of the world's leading professional services consultancies
the Directors and Company believe that the claims have no merit and are
therefore being vigorously defended. Accordingly, no provision has been made
in these financial statements.
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