REG - Corcel PLC - Final Results 30 June 2025 & Notice of AGM
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RNS Number : 3720M Corcel PLC 22 December 2025
Corcel PLC
("Corcel" or the "Company")
Final Audited Results
for the Year Ended 30 June 2025
Notice of Annual General Meeting
22 December 2025
The Company's Annual Report and Financial Statements for 2025, extracts from
which are set out below, together with the Annual General Meeting Notice, will
be published and sent out to the Company's shareholders shortly and will be
available on the Company's website at www.corcelplc.com
(http://www.corcelplc.com) .
The Annual General Meeting will be held at 10:00 am on Wednesday 28 January
2026 at The Wigmore Room, 33 Cavendish Square, London W1G 0PW.
Chairman's statement
Dear Shareholders,
This has been a defining year for Corcel, one in which the Company moved from
strategic repositioning into a well laid out growth plan and disciplined
execution. As a Board, our responsibility has been to ensure that this
transformation is built on sound governance and effective oversight, and with
a senior leadership team fully aligned with long-term value creation. I am
pleased to report that we have made substantial progress on all fronts.
Strengthening governance for a company in acceleration
Over the course of the year, we oversaw a number of important enhancements to
Corcel's governance framework. These changes were designed to match the
Company's growing operational footprint, the scale of its ambitions, and the
increasing expectations of our stakeholders.
We strengthened the Board with a refreshed mix of technical, commercial and
financial expertise, ensuring robust challenge, independent oversight and
strategic clarity as Corcel expanded its activities across Angola and Brazil.
The appointment of Richard Lane as Chief Operating Officer, alongside the
evolution of the executive team under Scott and Geraldine's leadership, has
significantly deepened our operational capability while maintaining
accountability at every level of the organisation.
Importantly, we have also seen meaningful personal investment from members of
the Board and management. This alignment of interests is a cornerstone of
sound governance and reflects our collective confidence in Corcel's strategy
and future.
Board oversight through a period of strategic momentum
The Company delivered exceptional progress this year - from consolidating its
position in KON-16 to advancing technical programmes and creating optionality
for near-term production. The Board has worked closely with management to
ensure that these achievements were underpinned by disciplined capital
allocation, thoughtful risk management and a clear strategic rationale.
Several of the year's most notable developments, including the KON-16 equity
interest consolidation, the strategic alliance with Sintana, and the
strengthening of the Company's financial position, reflect the disciplined,
shareholder-focused approach we will continue to pursue.
A more resilient, well-capitalised and strategically focused Corcel
Corcel ends the year as a fundamentally stronger business:
· a focused portfolio aligned to high-value oil and gas
opportunities;
· a significantly enhanced balance sheet;
· a broadened institutional investor base; and
· a leadership team built to execute with speed and discipline.
These foundations have been developed through deliberate strategic oversight
and a commitment to maintaining the highest standards of governance as the
Company accelerates its operational activities.
Looking ahead: disciplined oversight as Corcel enters its most active phase
The year ahead will be transformational, with seismic acquisition at KON-16,
preparations for drilling in 2026, renewed activity across KON-11 and KON-12,
and further expansion opportunities internationally. The Board's focus will
remain on:
· safeguarding capital discipline;
· ensuring operational excellence and risk management;
· supporting management as Corcel scales; and
· maintaining transparent, constructive engagement with
shareholders and regulators.
Corcel is entering a period of significant opportunity, and equally
significant responsibility. The Board is fully committed to ensuring that the
Company's growth is delivered responsibly, strategically, and with long-term
shareholder value at its core.
I would like to thank my fellow Board members, our executive team, our
partners in, and most importantly, our shareholders for their confidence and
support during this transformative year. Corcel's momentum is real, its
foundations are strong, and its trajectory is upward.
We look forward to overseeing and enabling the next stage of Corcel's growth.
Pradeep Kabra
Independent Non-Executive Chairman
Corcel Plc
CEO's Statement
Dear Shareholders,
A year of strategic transformation and acceleration
The past twelve months have marked a profound turning point for Corcel. We
entered the period as a company repositioning itself around Angola and Brazil.
We closed the year, and have progressed further still post-period, as a
rapidly emerging high-impact exploration company with a sharply strengthened
balance sheet and a commanding operated position in one of the most
prospective parts of the onshore Kwanza Basin.
Our strategy from the outset was clear: secure high-impact acreage, build
optionality across exploration and near-term production, and use commercial
creativity to scale without destructive dilution.
Over the last twelve months we delivered exactly that. Through disciplined
portfolio management, accelerated execution, strategic partnerships, and
improved governance, Corcel has transformed into a well-capitalised,
opportunity-rich, multi-jurisdiction energy company capable of delivering
material value creation.
Rebuilding the company and restoring momentum
When we began the turnaround in mid-2024, we were at the beginning of a
rebuild. We made changes to governance, board composition, commercial
discipline, and operational focus. We shifted the organisation toward
execution, speed and
strategic clarity.
Since then, Corcel has:
· Increased its net interest in KON-16 from 31.5% to 71.5% (subject
to regulatory approval), achieving both early strategic consolidation and
early monetisation.
· Designed, permitted, financed, and prepared for execution a very
sound exploration program in the Kwanza Basin.
· Secured high-calibre institutional investors from across Asia,
North America, South America, Europe and Africa, reflecting broad
international confidence in Corcel's strategy and execution.
· Executed value accretive transactions, including the strategic
alliance with Sintana Energy, crystallising early value and conditionally
securing $2.5m in development funding, as well as the incremental increases
in interest in KON-16 .
· Attracted a strong technical team, from management to field
operations with experience that is directly relevant to our core geographies.
· Improved market confidence, reflected in over 180% increase in
share price and an almost tenfold increase in market capitalisation since the
start of the period to date.
This momentum reflects a fundamental shift: Corcel is no longer a junior
explorer attempting repositioning, it is now an ambitious, financially
strengthened, technically capable and operationally active E&P company
with a clear route to material value creation.
Angola: Building a dominant onshore position in the Kwanza Basin
The progress made in Angola this year has been transformational. We are now
one of the largest interest holders and operators in the onshore Kwanza Basin,
a basin with large pre-salt potential, significant post-salt opportunities,
and an emerging competitive landscape where first-mover advantage is decisive.
KON-16: From early entry to basin-defining control
· Started the period with a 31.5% net interest.
· Increased net interest to 49.5% at no cost in September 2024.
· Acquired a further 27% net interest in May 2025 for a modest
outlay.
· onditionally monetised a 5% net interest for $2.5m, validating
asset value.
· Resulting current net position: 71.5%, with 80% operated control
through Atlas Petroleum Exploration Limited (APEX).
This working interest consolidation positions Corcel at the centre of one of
Africa's most prospective onshore exploration basins.
Technical progress: foundation for drilling in 2026
Since the beginning of the period under review (including post-period) we:
· Completed a 100% coverage Enhanced Full Tensor Gradiometry (eFTG)
survey.
· Reprocessed legacy 2D seismic.
· High-graded multiple pre-salt and post-salt exploration leads.
· Were awarded and advanced the Environmental Impact Assessment
(completed and approved post period).
· Designed a targeted 2D seismic acquisition program of 326 line-km
for 2025.
· Signed the seismic acquisition contract with BGP following a
competitive tender.
· Secured all permits required for both seismic acquisition and
exploration drilling.
These technical steps, combined with the increased working interest and
strategic funding, move Corcel decisively towards drilling an exploration well
in KON-16 in 2026, targeting large-scale post-salt and pre-salt structures.
This is potentially basin-reshaping exploration, and Corcel is leading it.
KON-11 and KON-12: Reactivating historic potential
The Tobias and Galinda fields, within KON-11 and KON-12 respectively, are
important near-term opportunities:
· Workover and intervention operations in Tobias-13 and Tobias-14
recommenced in January 2025.
· Engineering and production restoration plans are advancing.
· These brownfield assets have the potential to create nearer-term
cashflow and complement the broader exploration and production strategy.
We view KON-11 and KON-12 as synergistic with KON-16 as an integrated acreage
package across the heart of the Kwanza Basin with both near-term production
and material exploration upside. Work is ongoing to unlock the exploration
upside in KON 11 and KON 12. We completed a 100% coverage Enhanced Full Tensor
Gradiometry (eFTG) survey in KON 12 and 41% coverage in KON 11, setting the
two assets up for possible 2D seismic campaigns in 2026.
Brazil: Rapid expansion into profitable onshore gas
Our Brazil strategy is simple: build a non-dilutive, production-backed
portfolio that complements our high-impact exploration in Angola.
In November 2024, we secured an option to acquire 20% of the IRAI Field and
ROFR rights over the remaining 80% and the adjacent TUC-T-172 exploration
block. While the option period has now expired, the opportunity demonstrated
the core of our strategy: low-risk, high-margin, short-cycle investments that
strengthen the business while we pursue high-impact exploration.
During the option period:
· Workovers commenced (February 2025).
· EI-1 delivered a stable gross production rate of 20,000 m³/day
(120 BOEPD).
We continue to evaluate similar opportunities in Brazil's onshore gas sector.
Strengthening our balance sheet and shareholder base
Throughout the period and since the year-end, Corcel has secured multiple
rounds of funding, each anchored by sophisticated, globally diversified
private and institutional investors who recognise the scale of the opportunity
we are building. Every raise was executed with discipline - always very close
to market price, often at a premium, and never below prior levels. Corcel
enters 2026 with a significantly strengthened cash position, providing
meaningful strategic flexibility as we progress negotiations on potential
producing asset acquisitions and evaluate farm-down options in KON-16.
Corcel is fully funded for its entire 326 line km KON-16 seismic program and
core operational and business development activities through 2026.
People, governance, and leadership renewal
This year saw a renewal across our leadership and governance framework:
· Appointment of Pradeep Kabra as Chairman, bringing 35+ years of
global E&P leadership.
· Appointment of Richard Lane as COO, adding deep operational and
subsurface expertise in Angola and Brazil.
· Strengthened independent oversight through our Audit and ESG
committees.
· Executive team alignment evidenced by significant personal share
purchases by Directors.
Our team today blends commercial agility, technical depth, and capital markets
capability - essential to executing the next phase of growth.
Financial Review
The financial year ending 30 June 2025 marked a period of decisive transition
as the Group completed its repositioning into a focused oil and gas business.
Strengthening financial resilience while expanding our operational footprint
remained a core priority.
During the year, Corcel completed two key equity fundraises aligned with its
strategic objectives. In September 2024, the Company raised £1.22 million at
£0.001 per share, supporting continued technical work in the Kwanza Basin and
early-stage evaluation activities in Brazil. A subsequent placing in February
2025 raised £2.72 at £0.0016 per share, enabling preparations for the KON-16
2D seismic programme and further progression of the Angolan and Brazilian
initiatives. As a result, cash balances at 30 June 2025 increased to £0.51
million (2024: £0.26 million).
For the financial year, the Group recorded a loss of £7.02 million (2024:
£3.04 million), reflecting the rapid scale-up of oil and gas activities,
expansion of the technical, operational and corporate teams, and the
write-down of legacy non-core assets, including assets held for sale.
Administrative expenses rose modestly to £3.12 million (2024: £2.57
million), in line with the Company's growth, while project expenses remained
stable at £0.12 million (2024: £0.14 million) due to disciplined capital
deployment and the capitalisation of most technical work in Angola.
As part of the rationalisation of its legacy portfolio, the Group recognised a
£0.179 million impairment on the Mt Weld project in Australia. Finance costs
decreased to £0.11 million (2024: £0.13 million). Discontinued operations,
relating solely to the Mambare Nickel joint venture, resulted in a £3.20
million loss (2024: £0.03 million), driven by the impairment of the asset
following disputes with the joint venture partner and confirmation that the
underlying exploration licence had not been renewed.
Despite these non-cash charges, the Group closed the year with a significantly
reinforced capital position, a streamlined portfolio focused exclusively on
oil and gas, and the financial strength required to drive forward its core
strategy.
Following the period end, Corcel's financial position improved substantially.
A July 2025 placing added £1.1 million, the accelerated exercise of
outstanding warrants contributed a further £3.85 million, and an additional
£3 million was raised in December 2025 at £0.0035 per share. Taken together,
these inflows provide the Company with ample liquidity and full funding for
planned technical work in Angola and continued execution of the international
growth strategy.
The year ahead: Executing the value step-change
Corcel now stands at the beginning of its most active operational period in
its recent history.
Our priorities for the coming year are clear:
1. Complete the KON-16 seismic program: delivering a fully matured
prospect inventory.
2. Prepare for the first exploration well in KON-16 in 2026: a
potentially basin-defining event.
3. Advance KON-11 and KON-12 operations: restoring operations and
enhancing asset value.
4. Advancing our production ambitions, evaluation and moving towards
potential acquisitions.
5. Deliver disciplined capital allocation: preserving financial
strength while capturing growth.
6. Build a regional operational leadership position across the onshore
Kwanza Baisn.
We are moving from strategy to execution from a position of financial strength
and technical readiness.
When we began this transformation, our ambition was bold: to build a leading
energy company in sub-Saharan Africa and Latin America, driven by strategic
and commercial prowess, technical excellence, disciplined capital management,
and with a portfolio capable of delivering step-change value. Today, that
ambition is no longer conceptual, it is underway.
On behalf of the Board and management team, I extend my sincere appreciation
to our shareholders, our partners in Angola and Brazil, our employees, the
governments and regulators in the countries in which we operate, and - very
importantly - the communities in which we operate. Your support and
collaboration are integral to Corcel's success.
Scott Gilbert
Chief Executive Officer
Corcel Plc
Results and Dividends
The Group made a loss after taxation of £6.78 million (2024: loss of £3.03
million) with the increase on the prior year driven largely by the impairment
of the assets held for sale. The Directors do not recommend the payment of a
dividend (2024: nil).
For further information, please contact:
Scott
Gilbert
Corcel Plc, CEO & Director
Development@Corcelplc.com (mailto:Development@Corcelplc.com)
Melissa Byeon
Corcel Plc, Public Relations Officer
Development@Corcelplc.com (mailto:Development@Corcelplc.com)
James Joyce / James Bavister / Andrew de Andrade
Zeus, NOMAD & Broker
020 3829 5000
Jonathan Wright / Rupert Holdsworth
Hunt
Auctus Advisors LLP, Joint Broker
07711 627449
About Corcel
Corcel has a notable oil and gas portfolio in onshore Angola that includes
brownfield redevelopment opportunities and significant exploration upside.
Corcel marked a new country entry into Brazil through the option to acquire
rights to producing gas and exploration assets, further diversifying its
portfolio and enhancing its growth potential.
Corcel's Angola portfolio consists of interests in three licenses:
· KON - 16 upon completion: operated - 80% working interest - 71.5%
net to CRCL
· KON - 11 Non-Operated - 20% working interest - 18% net to CRCL
· KON - 12 Non-Operated - 25% working interest - 22.5% net to CRCL
Independent Auditor's Report to the Members of Corcel Plc
Opinion
We have audited the financial statements of Corcel Plc (the 'Company') and its
subsidiaries (the 'Group') for the year ended 30 June 2025 which comprise the
Consolidated and Company Statements of Financial Position, the Consolidated
Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Changes in Equity, the Consolidated and
Company Statements of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK-adopted
international accounting standards and as regards the Company financial
statements, as applied in accordance with the provisions of the Companies Act
2006.
In our opinion:
· the financial statements give a true and fair view of the
state of the Group's and of the Company's affairs as at 30 June 2025 and of
the Group's loss for the year then ended;
· the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the Company financial statements have been properly prepared
in accordance with UK-adopted international accounting standards and as
applied in accordance with the provisions of the Companies Act 2006; and
· 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 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.
Conclusions relating to going concern
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 Company's ability to continue to adopt the going
concern basis of accounting included:
· reviewing the cash flow forecasts for the ensuing twelve months
from the date of approval of these financial statements and critically
analysing the key inputs and assumptions used;
· reviewing the stress testing performed by management for
reasonableness;
· obtaining an understanding of committed spend versus spend that
can be deferred if needed;
· obtaining most recent bank statements and comparing to forecast
position;
· reviewing management's going concern memorandum and holding
discussions with management regarding future plans and availability of
funding;
· reviewing the adequacy and completeness of disclosures in the
Group and Company financial statements; and
· reviewing post balance sheet events as they relate to the
Group's and Company's liquidity.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's or Company's ability
to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
For the purposes of determining whether the financial statements are free from
material misstatement, we define materiality as a magnitude of misstatement,
including omission, that makes it probable that the economic decisions of a
reasonably knowledgeable person, relying on the financial statements, would be
changed or influenced. We have also considered those misstatements including
omissions that would be material by nature and would impact the economic
decisions of a reasonably knowledgeable person based our understanding of the
business, industry and complexity involved.
We apply the concept of materiality both in planning and throughout the course
of audit, and in evaluating the effect of misstatements. Materiality is used
to determine the financial statements areas that are included within the scope
of our audit and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we use to assess
the extent of testing needed to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
In determining materiality and performance materiality, we considered the
following factors:
· our cumulative knowledge of the Group and its environment,
including industry specific trends;
· any change in the level of judgement required in respect of
the key accounting estimates;
· significant transactions during the year;
· the stability in key management personnel; and
· the level of misstatements identified in prior periods
Materiality for the Group financial statements was set at £217,000 (2024:
£181,000). This was calculated at 3% of net assets (2024: 3% of net assets)
as per the draft financial statements. Using our professional judgement, we
have determined this to be the principal benchmark within the Group financial
statements as it is from these net assets that the Group seeks to deliver
returns for shareholders, in particular the value of exploration and
development projects the Group is interested in through its subsidiaries,
mining tenements and joint arrangements.
Materiality for the Company was set at £130,000 (2024: £180,000).
Materiality was calculated based on 3% of net assets but restricted to below
Group materiality.
The performance materiality for the Group financial statements was set at
£151,000 (2024: £126,700) and the Company financial statements was set at
£91,000 (2024: £126,000) being 70% of materiality for the financial
statements as a whole respectively. The threshold was considered appropriate
in light of the current size and level of complexity of the Group and the
Company, and our assessment of inherent risk.
For each component in scope for our Group audit, we allocated a performance
materiality based on the relative net asset contribution of each component to
the Group and aggregation risk. The range of performance materiality allocated
across components was between £76,000 to £136,000 (2024: £91,500 to
£180,000).
We agreed to report to those charged with governance all corrected and
uncorrected misstatements we identified through our audit with a value in
excess of £10,000 (2024: £9,050) for the Group and for the Company a value
in excess of £9,000 (2024: ££9,000). We also agreed to report any other
audit misstatements below that threshold that we believe warranted reporting
on qualitative grounds.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at
greatest risk of material misstatement, aspects subject to significant
management judgement as well as greatest complexity, risk and size. In
designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. We tailored the
scope of our audit to ensure that we performed sufficient work to be able to
give an opinion on the financial statements, considering the structure of the
Group.
The Group includes the listed Company in United Kingdom and 9 subsidiaries
based in different jurisdictions. Each component was assessed as to whether
they were material to the Group based on either their size or risk. Based on
the assessment, we have undertaken a full scope audit on 2 components and
performed specific scope work on 2 further components.
In designing our audit, we considered areas deemed to involve significant
judgement and estimation by the directors, such as the key audit matters
surrounding: the carrying value of investments in subsidiaries and receivables
from other Group companies; and the carrying value of exploration and
evaluation assets. We also addressed the risk of management override of
controls, including consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
The Group's and Company's centralised accounting function is based in United
Kingdom and the audit work on all significant components was performed by our
Group audit team in London.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to
be communicated in our report
Key Audit Matter How our scope addressed this matter
Carrying value of exploration and evaluation assets (Group) (Note 21) Our work in this area included:
The exploration and evaluation asset amounting to £6,806,000 represents a · Confirming that the Group has good title to the projects through
significant balance in the Group's financial statements. There is the risk inspection of relevant licenses, contracts and agreements;
that this amount is impaired and the capitalised amounts do not meet the
recognition criteria as adopted by the Group. The capitalisation of the costs · Testing a sample of costs capitalised including considerations of
and determination of the recoverability of these assets are subject to a high their appropriateness for capitalisation in accordance with IFRS 6 Exploration
degree of management estimation and judgement and therefore there is a risk for and Evaluation of Mineral Resources and the Group's accounting policy;
this balance is materially misstated. Given the level of judgement involved,
this is considered to be a key audit matter. · Reviewing management's impairment assessment in respect of the
carrying value, including challenging and obtaining corroborating evidence for
key assumptions used;
· Performing independent assessment of the existence of impairment
indicators as required by IFRS 6; and
· Considering the appropriateness of disclosures included in the
financial statements.
Carrying value of investments in subsidiaries and receivables from subsidiary Our work in this area included:
(Company only) (Notes 11 and 13)
· Obtaining relevant documentation relating to the ownership of
Investments in subsidiaries and receivables from subsidiaries are significant investments at the year end;
balances in the financial statements.
Investments:
· Reviewing management's assessment of recoverability of investments in
The Company holds a 90% interest in Atlas Petroleum Exploration Worldwide Ltd subsidiaries and receivable from subsidiary, including challenging and
(carrying value of £966,000) and a 100% interest in Corcel Australasia corroborating key assumptions made therein;
(carrying value of £511,000).
Receivable balance:
· Consideration of the recoverability of these balances by reference to
The Company currently has outstanding receivables due of £4,375,000 from underlying net asset values, including the recoverability potential of the
subsidiary Atlas Petroleum Exploration Worldwide Ltd and £291,000 from underlying projects where applicable;
subsidiary CRCL Brazil Ltd.
· Obtaining and reviewing any relevant agreements relating to
As at 30 June 2025, these assets have material value in the financial investments (shareholder agreements; license agreements etc) to ensure all
statements. terms were complied with;
Given the losses in these entities and uncertainty around the development as · Review of Board minutes, RNS announcements, and relevant agreements,
the projects are in early stages of development, there is a risk that these to identify potential indicators of impairment to these assets; and
balances may be impaired. As determining the recoverability involves a high
degree of management estimate and judgement, this is considered to be a key
audit matter.
· Considering the appropriateness of disclosures included in the
financial statements.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the Group and Company financial statements does
not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the 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 the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the 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 in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the 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 directors
As explained more fully in the Statement of Directors' Responsibilities, the
directors are responsible for the preparation of the Group and Company
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 Group and Company financial statements, the directors are
responsible for assessing the Group and the 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 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 obtained an understanding of the Group and Company and the
sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management.
We also selected a specific audit team based on experience with auditing
entities within this industry facing similar audit and business risks.
· We determined the principal laws and regulations relevant to
the Group and Company in this regard to be those arising from:
o AIM Rules;
o QCA Corporate Governance Code;
o UK Companies Act 2006;
o UK-adopted international accounting standards;
o UK employment law;
o UK tax legislation;
o General Data Protection Regulations;
o Anti-Bribery Act;
o Anti-Money Laundering Regulations; and
o Local environmental and industry regulations.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the Group
and Company with those laws and regulations. These procedures included, but
were not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal and professional ledger accounts; and
o A review of Regulatory News Service Announcements
· We also identified the risks of material misstatement of the
financial statements due to fraud. Other than the non-rebuttable presumption
of a risk of fraud arising from management override of controls, we identified
the potential for management bias in key areas of judgement and estimation.
The work performed in respect of these areas is detailed above within the Key
audit matters section.
· As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit procedures
which included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias (Refer to the Key Audit Matter
section); and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
· Our review of non-compliance with laws and regulations
incorporated all Group entities. The risk of actual or suspected
non-compliance was not sufficiently significant to our audit to result in our
response being identified as a key audit matter.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
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 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 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 Company and the Company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Imogen Massey (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
19 December 2025
Financial Statements
Consolidated Statement of Financial Position
as at 30 June 2025
Notes 30 June 30 June
2025 2024
£'000 £'000
ASSETS
Non-current assets
Exploration & evaluation assets 21 6,806 7,713
Property, plant and equipment 13 8
Financial instruments - fair value through other comprehensive income (FVTOCI) 12 1 1
Other receivables 13 270 173
Total non-current assets 7,090 7,895
Current assets
Cash and cash equivalents 18 507 268
Trade and other receivables 13 716 917
Total current assets 1,223 1,185
Assets held for sale 22 - 2,975
Total assets 8,313 12,055
EQUITY AND LIABILITIES
Equity attributable to owners of the Parent
Called up share capital 16 3,266 2,953
Share premium account 16 34,861 31,110
Other reserves 15 2,903 2,802
Retained earnings (37,763) (30,980)
Total equity attributable to owners of the Parent 3,267 5,885
Total equity 3,267 5,885
LIABILITIES
Current liabilities
Trade and other payables 14 4,491 4,840
Short-term borrowings 14 555 1,330
Total current liabilities 5,046 6,170
Total equity and liabilities 8,313 12,055
The accompanying notes form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors and
authorised for issue on 19 December 2025 and are signed on its behalf by:
Scott Gilbert
Executive Director
Registration number: 05227458
Consolidated Income Statement
for the year ended 30 June 2025
Notes Year to Year to
30 June 30 June
2025 2024
£'000 £'000
Project expenses (123) (144)
Impairment of loans and receivables (105) -
Impairment of mineral tenements (179) -
Impairment of E&E asset 21 - (220)
Administrative expenses 4 (3,127) (2,572)
Foreign currency (loss)/gain (247) 14
Other income 5 452 43
Finance costs 6 (257) (129)
Loss for the year before taxation 3 (3,586) (3,008)
Taxation 7 - -
Loss for the year from continuing operations (3,586) (3,008)
Loss for the year from discontinued operations 22 (3,197) (27)
Total loss for the year (6,783) (3,035)
Loss for the year attributable to:
Equity holders of the Parent (6,783) (3,035)
Non-controlling interest - -
(6,783) (3,035)
Earnings per share attributable to owners of the Parent:
Basic and diluted 10 9 (0.17) pence (0.2) pence
Basic and diluted (continuing operations) 10 9 (0.09) pence (0.2) pence
Basic and diluted (discontinued operations) 10 9 (0.08) pence (0.0) pence
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2025
30 June 30 June
2025 2024
£'000 £'000
Loss for the year (Continuing and discontinued operations) (6,783) (3,035)
Other comprehensive income/(loss)
Items that will be not be reclassified subsequently to profit or loss
Unrealised foreign currency gain/(loss) on translation of foreign operations (283) (17)
Total other comprehensive income/(loss) for the year (283) (17)
Total comprehensive loss for the year (Continuing and discontinued operations) (7,066) (3,052)
Total comprehensive loss attributable to:
Equity holders of the Parent (7,066) (3,052)
Non-controlling interest - -
(7,066) (3,052)
The accompanying notes form an integral part of these Financial Statements.
Consolidated Statement of Changes in Equity
for the year ended 30 June 2025
The movements in equity during the year were as follows:
Share Share Retained Other Total
capital premium earnings reserves Equity attributable to owners of the Parent
£'000 account £'000 £'000 £'000 Non-controlling interests
£'000 Shares to be issued £'000 Total
£'000 Equity
£'000
As at 1 July 2023 2,842 28,138 - (27,945) 2,481 5,516 - 5,516
Changes in equity for 2024
Loss for the year - - - (3,035) - (3,035) - (3,035)
Other comprehensive income for the year
Unrealised foreign exchange loss arising on retranslation of foreign company - - - - (17) (17) - (17)
operations
Total comprehensive income for the year - - - (3,035) (17) (3,052) - (3,052)
Transactions with owners
Issue of shares, net of issue costs 111 2,972 - - - 3,083 - 3,083
Options issued - - - - 216 216 - 216
Warrants issued - - - - 122 122 - 122
Total transactions with owners 111 2,972 - - 338 3,421 - 3,421
As at 30 June 2024 and 1 July 2024 2,953 31,110 - (30,980) 2,802 5,885 - 5,885
Changes in equity for 2025
Loss for the year - - - (6,783) - (6,783) - (6,783)
Other comprehensive income for the year
Unrealised foreign exchange gain arising on retranslation of foreign company - - - - (283) (283) - (283)
operations
Total comprehensive (loss)/income for the year - - (6,783) (283) (7,066) - (7,066)
-
Transactions with owners
Issue of shares, net of issue costs 313 3,751 - - - 4,064 - 4,064
Share based payment charge - - - - 384 384 - 384
Total transactions with owners 313 3,751 - - 384 4,448 - 4,448
As at 30 June 2025 3,266 34,861 - (37,763) 2,903 3,267 - 3,267
See Note 15 for a description of each reserve included above.
Consolidated Statement of Changes in Equity
Continued
Other reserves FVTOCI Warrant reserve Foreign Total
financial £'000 currency other
asset Share-based translation reserves
reserve payment reserve £
£'000 reserve £
£'000
As at 1 July 2023 (2) 169 1,778 536 2,481
Unrealised foreign exchange (loss) arising on retranslation of foreign company - - - (17) (17)
operations
Options granted during the year - 216 - - 216
Warrants granted during the year - - 122 - 122
As at 1 July 2024 (2) 385 1,900 519 2,802
Unrealised foreign exchange gain arising on retranslation of foreign company - - - (283) (283)
operations
Share based payment charge - 384 - - 384
As at 30 June 2025 (2) 769 1,900 236 2,903
See Note 15 for a description of each reserve included above.
Consolidated Statement of Cash Flows
for the year ended 30 June 2025
Year to Year to
30 June 30 June
2025 2024
£'000 £'000
Cash flows from operating activities (Continuing and discontinued operations)
Loss before taxation (6,783) (3,035)
Impairment of investments in joint ventures and financial instruments held at - 220
fair value through profit and loss (FVTPL)
Impairment of assets held for sale 2,975 -
Impairment of mineral tenements 179 -
Impairment of loans and receivables 140 -
Depreciation - 1
Finance cost, net (Note 6) 257 129
Share-based payments 384 294
Equity settled expenses 181 12
Other income (452) -
Decrease in receivables 81 121
Decrease in payables (79) (181)
Unrealised foreign exchange 299 (4)
Net cash outflow from operations (Continuing and discontinued operations) (2,818) (2,443)
Cash flows from investing activities (Continuing and discontinued operations)
Purchase of property, plant and equipment - (8)
Investment in debt instrument (270) -
Expenditure on exploration & evaluation assets (Note 21) (710) (1,601)
Proceeds from disposal of Subsidiaries - 268
Proceeds from sale of E&E assets 376 -
Proceeds from the partial disposal of assets held for sale (Note 22) - 116
Net cash outflow from investing activities (Continuing and discontinued (604) (1,225)
operations)
Cash flows from financing activities (Continuing and discontinued operations)
Proceeds from issue of shares net of issue costs 3,843 1,823
Proceeds of new borrowings, as received net of associated fees (Note 20) 72 2,344
Repayment of borrowings (Note 20) (148) (471)
Interest paid (93) -
Net cash inflow from financing activities (Continuing and discontinued 3,674 3,696
operations)
Net increase in cash and cash equivalents (Continuing and discontinued 252 28
operations)
Cash and cash equivalents at the beginning of year 268 257
Foreign exchange on translation of foreign currency (13) (17)
Cash and cash equivalents at end of year (Continuing and discontinued 507 268
operations)
Major non-cash transactions are disclosed in Note 20.
The accompanying notes and accounting policies form an integral part of these
Financial Statements.
Company Statement of Financial Position
Corcel Plc (Registration Number: 05227458) as at 30 June 2025
Notes 30 June 30 June
2025 2024
£'000 £'000
ASSETS
Non-current assets
Investments in subsidiaries 11 1,477 1,980
Investments in mineral tenements 21 - 184
Loans to subsidiaries 13 4,666 3,882
Financial assets with fair value through other comprehensive income (FVTOCI) 12 1 1
Total non-current assets 6,144 6,047
Current assets
Cash and cash equivalents 18 331 89
Trade and other receivables 13 178 265
Total current assets 509 354
Assets held for sale 22 - 3,000
Total assets 6,653 9,401
EQUITY AND LIABILITIES
Called up share capital 16 3,266 2,953
Share premium account 16 34,861 31,110
Other reserves 15 2,667 2,283
Retained earnings (36,405) (30,459)
Total equity 4,389 5,887
LIABILITIES
Current liabilities
Trade and other payables 14 1,606 1,862
Loans from subsidiaries 14 103 322
Short-term borrowings 14 555 1,330
Total current liabilities 2,264 3,514
Total equity and liabilities 6,653 9,401
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has not presented
its own Statement of Comprehensive Income. The Company's loss for the
financial year was £5,946,131 (2024: loss of £3,127,247). The Company's
total comprehensive loss for the financial year was £5,946,131(2024: loss of
£3,127,247).
These Financial Statements were approved by the Board of Directors and
authorised for issue on 19 December 2025 and are signed on its behalf by:
Scott Gilbert
Executive Director
The accompanying notes form an integral part of these Financial Statements.
Company Statement of Changes in Equity
for the year ended 30 June 2025
The movements in reserves during the year were as follows:
Share Share Retained Other Total
capital premium earnings reserves equity
£'000 account £'000 £'000 £'000
£'000
As at 30 June 2023 2,842 28,138 (27,332) 1,945 5,593
Changes in equity for 2024
Loss for the year - - (3,127) - (3,127)
Total comprehensive income for the year - - (3,127) - (3,127)
Transactions with owners
Issue of shares, net of issue costs 111 2,972 - - 3,083
Share options granted - - - 216 216
Share warrants granted during the year - - - 122 122
Total transactions with owners 111 2,972 - 338 3,421
As at 30 June 2024 and 1 July 2024 2,953 31,110 (30,459) 2,283 5,887
Changes in equity for 2025
Loss for the year - - (5,946) - (5,946)
Total comprehensive income for the year - - (5,946) - (5,946)
Transactions with owners
Issue of shares, net of issue costs 313 3,751 - - 4,064
Share based payment charge - - - 384 384
Total transactions with owners 313 3,751 - 384 4,448
As at 30 June 2025 3,266 34,861 (36,405) 2,667 4,389
See Note 15 for a description of each reserve included above.
Company Statement of Changes in Equity
Other reserves FVTOCI Share-based Warrants reserve Total
financial payment £'000 other
asset reserve reserves
reserve £'000 £'000
£'000
As at 30 June 2023 (2) 169 1,778 1,945
Changes in equity for 2024
Transactions with shareholders in the year
Share options granted during the year - 216 - 216
Warrants issued during the year - - 122 122
Total transactions with shareholders - 216 122 338
As at 30 June 2024 and 1 July 2024 (2) 385 1,900 2,283
Changes in equity for 2025
Transactions with shareholders in the year
Share based payment charge - 384 - 384
Total transactions with shareholders - 384 - 384
As at 30 June 2025 (2) 769 1,900 2,667
See Note 15 for a description of each reserve included above.
Company Statement of Cash Flows
for the year ended 30 June 2025
Year to Year to
30 June 30 June
2025 2024
£'000 £'000
Cash flows from operating activities (Continuing and discontinued operations)
Loss before taxation (5,946) (3,127)
Impairment of investments in subsidiaries 503 -
Impairment of mineral tenements 179 220
Impairment of assets held for sale 3,000 175
Impairment of loans and receivables 140 -
Reversal of impairment of loans (907) -
Finance costs 109 219
Share-based payments 384 294
Equity settled transactions 181 12
(Increase)/decrease in receivables (53) 110
(Decrease)/increase in payables (166) 204
Unrealised foreign exchange (102) 7
Net cash outflow from operations (Continuing and discontinued operations) (2,678) (1,886)
Cash flows from investing activities
Proceeds from the partial disposal of assets held for sale - 116
Loans to subsidiaries (754) (2,081)
Investments in mineral tenements - (12)
Net cash outflows from investing activities (Continuing and discontinued (754) (1,977)
operations)
Cash flows from financing activities (Continuing and discontinued operations)
Proceeds from issue of shares, net of issue costs (Note 17) 3,843 1,823
Proceeds of new borrowings (Note 21) 72 2,344
Repayments of borrowings (Note 21) (148) (471)
Interest paid (93) -
Net cash inflow from financing activities (Continuing and discontinued 3,674 3,696
operations)
Increase/(decrease) in cash and cash equivalents (Continuing and discontinued 242 (167)
operations)
Cash and cash equivalents at the beginning of period 89 256
Cash and cash equivalents at end of period (Continuing and discontinued 331 89
operations)
Major non-cash transactions are disclosed in Note 21.
The accompanying notes and accounting policies form an integral part of these
Financial Statements.
Notes to Financial Statements
1. Principal Accounting Policies
1.1 Authorisation of Financial Statements and Statement of Compliance
with IFRS
The Group Financial Statements of Corcel Plc (the "Company", "Corcel" or the
"Parent Company"), for the year ended 30 June 2025, were authorised for issue
by the Board on 19 December 2025 and signed on the Board's behalf by Scott
Gilbert. Corcel Plc is a public limited company, incorporated and domiciled in
England and Wales. The Group's ordinary shares are traded on AIM. The
principal activity of the Group is the management of a portfolio of oil and
gas projects in Africa and Brazil. The registered address of the Group is 6th
Floor 99 Gresham Street, London, United Kingdom, EC2V 7NG.
1.2 Basis of Preparation
The Financial Statements have been prepared in accordance with UK adopted
international accounting standards ("UK IAS") in conformity with the
requirements of the Companies Act 2006. They are presented in thousand Pounds
Sterling (£'000), unless stated otherwise. The Financial Statements have been
prepared on the historical cost basis, except for certain financial
instruments, which are carried as described in the respective sections in the
policies below.
The principal accounting policies adopted are set out below.
Going Concern
It is the responsibility of the Board to prepare the Group and Company
Financial Statements on a going concern basis, unless it is inappropriate to
assume that the Group will continue in business.
At 30 June 2025, the Group had strengthened its financial position compared
with the prior year. Subsequent to the reporting date, the Company completed a
series of equity fundraisings and warrant exercises, including a placing of
£3.0 million completed in December 2025, resulting in cash and cash
equivalents of approximately £5.2 million as at 16 December 2025. Borrowings
remain nominal, and the Group continues to operate with a relatively low fixed
cost base and limited committed expenditure.
The Directors have reviewed detailed cash flow forecasts and budgets covering
a period of at least twelve months from the date of approval of these
Financial Statements. These forecasts incorporate expected operating costs,
planned project expenditure, and available liquidity. In addition, the
Directors have performed downside sensitivity analyses, including testing
scenarios in which the Group assumes no further access to external capital
during the forecast period.
Under these downside scenarios, the forecasts reflect the Directors' ability
to implement mitigating actions, including deferral or reduction of
discretionary exploration expenditure, scaling back of operational activity,
and tighter control of corporate overheads. Taking these potential actions
into account, together with the Group's existing cash resources, the Directors
consider that the Group has sufficient funds to meet its obligations as they
fall due for the period under review.
Based on this assessment, and noting the Company's track record of
successfully accessing capital when required, the Directors are satisfied that
the Group and Company have adequate resources to continue in operational
existence for the foreseeable future. Accordingly, the Financial Statements
have been prepared on a going concern basis.
New Standards, Amendments and Interpretations Not Yet Adopted
At the date of approval of these Financial Statements, the following standards
and interpretations, which have not been applied in these Financial Statements
were in issue but not yet effective:
· Amendments to IFRS 9 Financial Instruments and IFRS 7
Financial Instruments: Disclosures: Classification and Measurement of
Financial Instruments - 1 January 2026;
· Annual Improvements to IFRS standards - Volume 11 - 1 January
2026;
· IFRS 18 Presentation and Disclosure in Financial Statements -
1 January 2027.
*Not yet endorsed in the UK.
The effect of these new and amended Standards and Interpretations, which are
in issue but not yet mandatorily effective, is not expected to be material.
Standards Adopted Early by the Group
The Group has not adopted any standards or interpretations early in either the
current or the preceding financial year.
1.3 Basis of Consolidation
The consolidated Financial Statements of the Group incorporate the Financial
Statements of the Company and entities controlled by the Company, its
subsidiaries, made up to 30 June each year.
Subsidiaries
Subsidiaries are entities over which the Group has the power to govern the
financial and operating policies so as to obtain economic benefits from their
activities. Subsidiaries are consolidated from the date on which control is
obtained, the acquisition date, until the date that control ceases. They are
deconsolidated from the date on which control ceases.
The acquisition method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair
value of the assets given, equity instruments issued, contingent consideration
and liabilities incurred or assumed at the date of exchange. Costs, directly
attributable to the acquisition, are expensed as incurred. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are initially measured at fair value at the acquisition date.
Provisional fair values are adjusted against goodwill if additional
information is obtained within one year of the acquisition date about facts or
circumstances, existing at the acquisition date. Other changes in provisional
fair values are recognised through profit or loss.
Intra-group transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated on consolidation, except
to the extent that intra-group losses indicate an impairment.
Goodwill is capitalised as an intangible asset with any impairment in carrying
value being charged to the Consolidated Statement of Comprehensive Income. Any
impairment, recognised for goodwill, is not reversed.
A change in the ownership interest of a subsidiary, without a loss of control,
is accounted for as an equity transaction. If the Group loses control over a
subsidiary, it:
· Derecognises the assets (including goodwill) and liabilities
of the subsidiary;
· Derecognises the carrying amount of any non-controlling
interest;
· Derecognises the cumulative translation differences recorded
in equity;
· Recognises the fair value of the consideration received;
· Recognises the fair value of any investment retained;
· Recognises any surplus or deficit in profit or loss; and
· Reclassifies the Parent's share of components previously
recognised in other comprehensive income to profit or loss or retained
earnings, as appropriate.
Non-Controlling Interests
Profit or loss and each component of other comprehensive income are allocated
between the Parent and non-controlling interests, even if this results in the
non-controlling interest having a deficit balance.
Transactions with non-controlling interests, that do not result in loss of
control, are accounted for as equity transactions. Any differences, between
the adjustment for the non-controlling interest and the fair value of
consideration paid or received, are recognised in equity.
1.4 Summary of Significant Accounting Policies
1.4.1. Interests in Joint Ventures
A joint venture is a joint arrangement, whereby the partners, who have joint
control of the arrangement, have rights to the net assets of the joint
arrangement. Joint control is the contractually agreed sharing of control of
the joint arrangement, which exists only when decisions on relevant activities
require the unanimous consent of the parties sharing control. The Group
recognises its interest in the entity's assets and liabilities, using the
equity method of accounting. Under the equity method, the interest in the
joint venture is carried in the balance sheet at cost plus post-acquisition
changes in the Group's share of its net assets, less distributions received
and less any impairment in value of individual investments. The Group Income
Statement reflects the share of the jointly controlled entity's results after
tax. In the Company, only Financial Statements, the Company's interests in
Joint Ventures is recognised at historic cost less any impairment charged to
date.
Any goodwill, arising on the acquisition of a jointly controlled entity, is
included in the carrying amount of the jointly controlled entity and is not
amortised. To the extent that the net fair value of the entity's identifiable
assets, liabilities and contingent liabilities is greater than the cost of the
investment, a gain is recognised and added to the Group's share of the
entity's profit or loss in the period in which the investment is acquired.
Financial Statements of the jointly controlled entity is prepared for the same
reporting period as the Group. Where necessary, adjustments are made to bring
the accounting policies, used into line with those of the Group and to reflect
impairment losses where appropriate. Adjustments are also made in the Group's
Financial Statements to eliminate the Group's share of unrealised gains and
losses on transactions between the Group and its jointly controlled entity.
The Group ceases to use the equity method on the date from which it no longer
has joint control over, or significant influence in, the joint venture.
1.4.2. Taxation
Corporation tax payable is provided on taxable profits at the prevailing tax
rate. The tax expense represents the sum of the current tax expense and
deferred tax expense.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from accounting profit as reported in the Statement of
Comprehensive Income because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group's liability for current tax is
measured, using tax rates that have been enacted or substantively enacted by
the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amount of assets and liabilities in the Financial
Statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition of goodwill or
from the initial recognition, other than in a business combination, of other
assets and liabilities in a transaction, which affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the
period, when the asset is realised or the liability is settled based upon tax
rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is charged or credited in profit or loss, except when it relates
to items credited or charged directly to equity, in which case the deferred
tax is also dealt with in equity, or items charged or credited directly to
other comprehensive income, in which case the deferred tax is also recognised
in other comprehensive income.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax relates to income tax levied by the same tax authorities on
either:
· The same taxable entity; or
· Different taxable entities, which intend to settle current tax
assets and liabilities on a net basis or to realise and settle them
simultaneously in each future period, when the significant deferred tax assets
and liabilities are expected to be realised or settled.
1.4.3. Property, Plant and Equipment
Property, plant and equipment, acquired and identified as having a useful life
that exceeds one year, is capitalised at cost and is depreciated on a
straight-line basis at annual rates that will reduce book values to estimated
residual values over their anticipated useful lives as follows:
· Office furniture, fixtures and fittings - 33% per annum; and
· Leasehold improvements - 5% per annum.
1.4.4. Non-Current Assets and Liabilities Classified as Held for
Sale and Discontinued Operations
A discontinued operation is a component of the Group that either has been
disposed of, or is classified as held for sale. A discontinued operation
represents a separate major line of the business. Profit or loss from
discontinued operations comprises the post-tax profit or loss of discontinued
operations and the post-tax gain or loss, recognised on the measurement to
fair value less costs to sell on the disposal group(s) constituting the
discontinued operation.
Non-current assets, classified as held for sale, are presented separately and
measured at the lower of their carrying amounts immediately prior to their
classification as held for sale and their fair value less costs to sell. Once
classified as held for sale, the assets are not subject to depreciation or
amortisation. See Note 22 for further details.
1.4.5. Foreign Currencies
Both the functional and presentational currency of Corcel Plc is Sterling
("£"). Each Group entity determines its own functional currency and items
included in the Financial Statements of each entity are measured using that
functional currency. The majority of the Group's funding and capital raising
activities are denominated in Sterling, and management considers this to be
the currency that primarily influences the Group's financing acitvites and
cash flows.
The functional currencies of the foreign subsidiaries and joint ventures are
the Australian Dollar ("AUD"), the Papua New Guinea Kina ("PNG"), the Angolan
Kwanza (''AOA'') and the US Dollar ("USD"). The Company's operations in
Angola are primarily conducted in USD.
Transactions in currencies, other than the functional currency of the relevant
entity, are initially recorded at the exchange rate, prevailing on the dates
of the transaction. At each reporting date, monetary assets and liabilities,
that are denominated in foreign currencies, are retranslated at the exchange
rate, prevailing at the reporting date. Non-monetary assets and liabilities,
carried at fair value that are denominated in foreign currencies, are
translated at the rates, prevailing at the date, when the fair value was
determined. Gains and losses, arising on retranslation are included in profit
or loss for the period, except for exchange differences on non-monetary assets
and liabilities, which are recognised directly in other comprehensive income,
when the changes in fair value are recognised directly in other comprehensive
income.
On consolidation, the assets and liabilities of the Group's overseas
operations are translated into the Group's presentational currency at exchange
rates, prevailing at the reporting date. Income and expense items are
translated at the average exchange rates for the period, unless exchange rates
have fluctuated significantly during the year, in which case, the exchange
rate at the date of the transaction is used. All exchange differences arising,
if any, are recognised as other comprehensive income and are transferred to
the Group's foreign currency translation reserve.
1.4.6. Exploration Assets and Mineral Tenements
Exploration assets comprise exploration and evaluation costs, incurred on
prospects at an exploratory stage. These costs include the cost of
acquisition, exploration, determination of recoverable reserves, economic
feasibility studies and all technical and administrative overheads, directly
associated with those projects. These costs are carried forward in the
Statement of Financial Position as non-current intangible assets less
provision for identified impairments. Costs associated with an exploration
activity will only be capitalised if, in management's opinion, the results
from that activity led to a material increase in the market value of the
exploration asset, which is determined by management to be following the
economic feasibility stage.
The Group adopts the "area of interest" method of accounting whereby all
exploration and development costs, relating to an area of interest, are
capitalised and carried forward until either abandoned or an indicator of
impairment is determined. In the event that an area of interest is abandoned,
or if, following determination of an impairment indicator being present, the
Directors consider the expenditure to be of no value, accumulated exploration
costs are written off in the financial year in which the decision is made. All
expenditure, incurred prior to approval of an application, is expensed, with
the exception of refundable rent, which is raised as a receivable.
Upon disposal, the difference between the fair value of consideration
receivable for exploration assets and the relevant cost within non-current
assets is recognised in the Income Statement.
1.4.7. Impairment of Non-Financial Assets
The carrying values of assets, other than those to which IAS 36 "Impairment of
Assets" does not apply, are reviewed at the end of each reporting period for
impairment, when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with
their recoverable amounts. The recoverable amount of the assets is the higher
of the assets' fair value less costs to sell and their value-in-use, which is
measured by reference to discounted future cash flow.
An impairment loss is recognised immediately in the Consolidated Statement of
Comprehensive Income.
When there is a change in the estimates, used to determine the recoverable
amount, a subsequent increase in the recoverable amount of an asset is treated
as a reversal of the previous impairment loss and is recognised to the extent
of the carrying amount of the asset that would have been determined (net of
amortisation and depreciation) had no impairment loss been recognised. The
reversal is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case, the reversal of the impairment
loss is treated as a revaluation increase.
1.4.8. Share-Based Payments
Share Options
The Group operates equity-settled share-based payment arrangements, whereby
the fair value of services provided is determined indirectly by reference to
the fair value of the instrument granted.
The fair value of options and warrants, granted to Directors and other
parties, in respect of services provided, is recognised as an expense in the
Income Statement with a corresponding increase in equity reserves - the
share-based payment reserve. On exercise or lapse of share options, the
proportion of the share-based payment reserve, relevant to those options, is
retained in the share-based payment reserve. On exercise, equity is also
increased by the amount of the proceeds received.
The fair value is measured at grant date and charged over the vesting period,
during which, the option becomes unconditional.
Where issued for services, fair value of services is used for determining the
value of options and if not determinable, a valuation model such as the
Black-Scholes model is used, taking into account the terms and conditions upon
which the options were granted. The exercise price is fixed at the date of
grant.
Non-market conditions are performance conditions that are not related to the
market price of the entity's equity instruments. They are not considered, when
estimating the fair value of a share-based payment. Where the vesting period
is linked to a non-market performance condition, the Group recognises the
goods and services it has acquired during the vesting period, based on the
best available estimate of the number of equity instruments expected to vest.
The estimate is reconsidered at each reporting date, based on factors such as
a shortened vesting period, and the cumulative expense is "trued up" for both
the change in the number, expected to vest, and any change in the expected
vesting period. There has been no change in estimates during the year.
Market conditions are performance conditions that relate to the market price
of the entity's equity instruments. These conditions are included in the
estimate of the fair value of a share-based payment. Where the vesting period
is linked to a market performance condition, the Group estimates the expected
vesting period. If the actual vesting period is shorter than estimated, the
charge is be accelerated in the period that the entity delivers the cash or
equity instruments to the counterparty. When the vesting period is longer, the
expense is recognised over the originally estimated vesting period.
For other equity instruments, granted during the year (i.e. other than share
options and warrants), fair value is measured on the basis of an observable
market price.
Share Incentive Plan
Where the shares are granted to the employees under Share Incentive Plan, the
fair value of services provided is determined indirectly by reference to the
fair value of the free, partnership and matching shares, granted on the grant
date. Fair value of shares is measured on the basis of an observable market
price, i.e. share price as at grant date and is recognised as an expense in
the Income Statement on the date of the grant. For the partnership shares, the
charge is calculated as the excess of the mid-market price on the date of
grant over the employee's contribution.
1.4.9. Pension
The Group operates a defined contribution pension plan, which requires
contributions to be made to a separately administered fund. Contributions to
the defined contribution scheme are charged to the profit and loss account as
they become payable.
1.4.10. Finance Income/Expense
Finance income and expense is recognised as interest accrues, using the
effective interest method. This is a method of calculating the amortised cost
of a financial asset and allocating the interest income over the relevant
period, using the effective interest rate, which is the rate that exactly
discounts estimated future cash receipts/re-payments through the expected life
of the financial asset or liability to the net carrying amount of the
financial asset or liability.
1.4.11. Financial Instruments
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired. Other than
financial assets in a qualifying hedging relationship, the Group's accounting
policy for each category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money derivatives and out-of-money derivatives,
where the time value offsets the negative intrinsic value. They are carried in
the Statement of Financial Position at fair value with changes in fair value
recognised in the Consolidated Statement of Comprehensive Income in the
finance income or expense line. Other than derivative financial instruments,
which are not designated as hedging instruments, the Group does not have any
assets held for trading nor does it voluntarily classify any financial assets
as being at fair value through profit or loss.
Amortised Cost
These assets comprise the types of financial assets, where the objective is to
hold these assets in order to collect contractual cash flows and the
contractual cash flows are solely payments of principal and interest. They are
initially recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried at
amortised cost, using the effective interest rate method, less provision for
impairment. Impairment provisions for current and non-current trade
receivables are recognised, based on the simplified approach within IFRS 9,
using a provision matrix in the determination of the lifetime expected credit
losses. 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 the receivables, which are reported
net, such provisions are recorded in a separate provision account, with the
loss being recognised in the Consolidated Statement of Comprehensive Income.
On confirmation that the 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, where the credit risk
has not increased significantly, since initial recognition of the financial
asset, twelve month expected credit losses, along with gross interest income,
are recognised. For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime
expected credit losses, along with interest income on a net basis, are
recognised.
The Group's financial assets, measured at amortised cost, comprise trade and
other receivables and cash and cash equivalents in the Consolidated Statement
of Financial Position. Cash and cash equivalents include cash in hand,
deposits held at call with banks, other short term highly liquid investments
with original maturities of three months or less, and - for the purpose of the
statement of cash flows - bank overdrafts. Bank overdrafts are shown within
loans and borrowings in current liabilities on the Consolidated Statement of
Financial Position.
Fair Value through Other Comprehensive Income (FVTOCI)
The Group held a number of strategic investments in listed and unlisted
entities, which are not accounted for as subsidiaries, associates or jointly
controlled entities. For those investments, the Group has made an irrevocable
election to classify the investments at fair value through other comprehensive
income rather than through profit or loss as the Group considers this
measurement to be the most representative of the business model for these
assets. They are carried at fair value with changes in fair value, recognised
in other comprehensive income and accumulated in the fair value through other
comprehensive income reserve. Upon disposal any balance within fair value
through other comprehensive income reserve is reclassified directly to
retained earnings and is not reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend clearly
represents a recovery of part of the cost of the investment, in which case the
full or partial amount of the dividend is recorded against the associated
investments carrying amount.
Purchases and sales of financial assets, measured at fair value through other
comprehensive income, are recognised on settlement date with any change in
fair value between trade date and settlement date being recognised in the fair
value through other comprehensive income reserve.
Financial Liabilities
The Group classifies its financial liabilities into one of two categories,
depending on the purpose for which the liability was acquired:
Other Financial Liabilities
Other financial liabilities include:
· Borrowings, which are initially recognised at fair value net of
any transaction costs, directly attributable to the issue of the instrument.
Such interest-bearing liabilities are subsequently measured at amortised cost,
using the effective interest rate method, which ensures that any interest
expense over the period to repayment is at a constant rate on the balance of
the liability carried in the Consolidated Statement of Financial Position. For
the purposes of each financial liability, interest expense includes initial
transaction costs and any premium payable on redemption as well as any
interest or coupon payable, while the liability is outstanding;
· Liability components of convertible loan notes are measured as
described further below; and
· Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at amortised
cost, using the effective interest method.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either:
· In the principal market for the asset or liability; or
· In the absence of a principal market, in the most advantageous
market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured, using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances
and, for which sufficient data are available to measure fair value, maximising
the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities, for which fair value is measured or disclosed in
the Financial Statements, are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
· Level 1: Quoted (unadjusted) market prices in active markets for
identical assets or liabilities;
· Level 2: Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or indirectly
observable; and
· Level 3: Valuation techniques for which the lowest level input
that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the Financial Statements on
a recurring basis, the Group determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of
assets and liabilities on the basis of the nature, characteristics and risks
of the asset or liability and the level of the fair value hierarchy as
explained above.
More information is disclosed in Note 20.
1.4.14 Investments in the Company Accounts
Investments in subsidiary companies are classified as non-current assets and
included in the Statement of Financial Position of the Company at cost at the
date of acquisition less any identified impairments.
For acquisitions of subsidiaries or associates, achieved in stages and
qualifying as a business acquisition under IFRS 3, the Company re-measures its
previously held equity interests in the acquiree at its acquisition-date fair
value and recognises the resulting gain or loss, if any, in profit or loss.
Any gains or losses, previously recognised in other comprehensive income, are
transferred to profit and loss. Any acquisitions undertaken of interests, not
qualifying as a business under IFRS 3, is treated as an asset acquisition and
recognised at cost.
Investments in joint ventures are classified as non-current assets and
included in the Statement of Financial Position of the Company at cost at the
date of acquisition less any identified impairment.
1.4.15 Share Capital
Financial instruments, issued by the Group, are classified as equity only to
the extent that they do not meet the definition of a financial liability or
financial asset. The Group's ordinary shares are classified as equity
instruments.
1.4.16 Convertible Debt
The proceeds, received on issue of the Group's convertible debt, are allocated
into their liability and equity components. The amount, initially attributed
to the debt component, equals the discounted cash flows, using a market rate
of interest that would be payable on a similar debt instrument that does not
include an option to convert. Subsequently, the debt component is accounted
for as a financial liability, measured at amortised cost until extinguished on
conversion or maturity of the bond. The remainder of the proceeds is allocated
to the conversion option and is recognised in the "Convertible debt option
reserve" within shareholders' equity, net of income tax effects.
1.4.17 Warrants and Share Options
Derivative contracts, that only result in the delivery of a fixed amount of
cash or other financial assets for a fixed number of an entity's own equity
instruments, are classified as equity instruments. Warrants, relating to
equity finance and holders of debt liabilities and issued together with
ordinary shares placement and share options issued to staff, are valued as
outlined above and charged to profit and loss over the period in which they
vest or, in the event of the instruments vesting on grant, in the period in
which they arise. Warrants and options, classified as equity instruments, are
not subsequently re-measured (i.e., subsequent changes in fair value are not
recognised). On expiry, exercise or lapse of such instruments, the fair
value of the instruments in question is retained in the warrant reserve and is
not transferred to retained earnings.
1.4.18 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting, provided to the chief operating decision-maker as required by IFRS
8 "Operating Segments". The chief operating decision-maker, responsible for
allocating resources and assessing performance of the operating segments, has
been identified as the Board of Directors. The accounting policies of the
reportable segments are consistent with the accounting policies of the Group
as a whole. Segment profit/(loss) represents the profit/(loss) earned by each
segment without allocation of foreign exchange gains or losses, investment
income, interest payable and tax. This is the measure of profit that is
reported to the Board of Directors for the purpose of resource allocation and
the assessment of segment performance. When assessing segment performance and
considering the allocation of resources, the Board of Directors review
information about segment non-current assets. For this purpose, all
non-current assets are allocated to reportable segments.
1.4.19 Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· Leases of low value assets; and
· Leases with a duration of 12 months or less.
On initial recognition, the carrying value of the lease liability also
includes:
· Amounts expected to be payable under any residual value
guarantee;
· The exercise price of any purchase option, granted in favour of
the Group, if it is reasonably certain to assess that option; and
· Any penalties payable for terminating the lease if the term of
the lease has been estimated on the basis of termination option being
exercised.
Lease liabilities are subsequently measured at the present value of the
contractual payments due to the lessor over the lease term.
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received and increased for:
· Lease payments made at or before commencement of the lease;
· Initial direct costs incurred; and
· The amount of any provision recognised, where the Group is
contractually required to dismantle, remove or restore the leased asset.
1.5 Significant Accounting Judgements, Estimates and Assumptions
The preparation of the Group's Consolidated Financial Statements, requires
management to make judgements, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities at the end of
the reporting period. However, uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the
carrying amount of the asset or liability affected in future periods.
Significant Judgements and Accounting Estimates
In the process of applying the Group's accounting policies, management has
made the following judgements and estimates, which have the most significant
effect on the amounts, recognised in the Consolidated Financial Statements.
Recognition of Non-Controlling Interest in APEX
In June 2023, the Company acquired a 90% interest in the equity of APEX in
Angola, which holds the KON-11, KON-12 and KON-16 oil and gas licences. The
commercial terms of at the acquisition are such that the remaining 10%
shareholders of APEX are carried through all exploration, appraisal and
development costs of the projects, essentially to the point of first oil. As a
consequence of this arrangement, Corcel is responsible for meeting 100% of the
funding requirements of APEX over this period.
The commercial intentions, behind the above legal agreement, was to achieve an
effective royalty arrangement, whereby the carried interest of the 10%
partners is realised through production revenues or, in this case net revenues
post production and corporate costs. However, it was determined that this
commercial end goal be achieved via a carried interest in equity rather than
the granting of a royalty interest.
The Company therefore considers that, whilst the legal structure of the
agreement is one of a 90/10 equity split, which primarily facie would give
rise to the recognition of NCI on consolidation of APEX, the commercial
substance of the arrangement more closely represents a profit royalty, arising
out of net production revenues. Consequently, it has not proposed to recognise
NCI on consolidation of the entity into the Group accounts with the amount
being immaterial
Recoverability of Carrying Value of Exploration and Evaluation Assets
The carrying amount of investments in joint ventures and mineral tenements is
tested for impairment annually and this process is considered to be key
judgement along with determining whenever events or changes in circumstances
indicate that the carrying amounts for those assets may not be recoverable.
The Group holds E&E assets of £7.8 million at 30 June 2025. Exploration
assets comprise exploration and evaluation costs, incurred on prospects at an
exploratory stage. These costs include the cost of acquisition of rights to
explore, determination of recoverable reserves, economic feasibility studies
and all technical and administrative overheads, directly associated with those
projects. These costs are carried forward in the Statement of Financial
Position as non-current intangible assets less provision for identified
impairments. The most significant assumption for the Group is that exploration
and evaluation work undertaken to develop its key projects will ultimately
lead to successful recovery of these costs through production or sale. The
Group believes these costs are fully recoverable, based on information
available at this time.
The Company acquired the Mt. Weld Rare Earth Element project during the course
of the second half of 2022. Following an assessment of the Group portfolio of
assets and considering the transition to oil and gas, the Directors have
determined this project to be "non core" and therefore this asset has been
impaired in full in the current year.
Recoverability of Carrying Value of Investment In and Loan to Subsidiaries
The carrying amount of investments, in and loans made to subsidiaries, is
tested for impairment annually and this process is considered to be key
judgement along with determining whenever events or changes in circumstances
indicate that the carrying amounts for those assets may not be recoverable.
When assessing the recovery of these balances, the Directors consider the
likelihood that the subsidiaries will be able to settle amounts owing, either
out of future cashflows or though the recovery of balances receivable or
divestment of assets. Where recovery of these balances is driven by
receivable balances within the subsidiary, assessment of the likelihood of
recovery and present value of future cash inflows is undertaken to ensure the
amounts support the subsidiary loan carrying values in full.
No impairment of inter-company loans was deemed necessary in the year.
Determination of Fair Value of Share-Based Payments
The Group measures the cost of equity-settled transactions with employees and
the issuance of warrants to investors by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value of
share options and warrants without market based vesting conditions is
determined using the Black-Scholes model and the estimates used within this
model are disclosed in Note 17. Where market conditions exist for the
vesting of any options or warrants granted, alternative approaches such as a
probability weighted barrier model or Monte Carlo probability distribution
model is used.
Consideration Receivable on Disposal of Niugini Nickel
During 2023, the Group divested of its subsidiary Niugini Nickel Pty Ltd.
Consideration for the disposal was receivable in three tranches, with the
first 2 tranches having been received by the reporting date of these financial
statements, see Note 23 for details. In arriving at determination of the
fair value of the remaining consideration receivable, the Directors have had
to make certain judgements as to the discount rate to use for the present
valuing of future cashflows, arising from this consideration and the
application of a risk, weighting to the determination of fair value for the
tranche of consideration that remains conditional on the project, entering
into production and generating a certain level of profits. Management have
assessed the recoverability of the receivable and, following post year end
offsetting of the receivable against amounts owing to IBM in settlement of a
loan provided to the Company, the Company has revalued this receivable to
align with the post year end settlement value, resulting in a gain in the
current year's performance.
Recoverability of Assets Held for Sale - Oro Nickel
During 2023, the Group pursued the divestment of its interest in the Oro
Nickel joint venture, and a conditional agreement for sale was announced in
October 2023. Subsequent to that announcement, disputes arose with the joint
venture partner relating to pre-emption and other alleged rights, which have
delayed completion of the transaction and may have resulted in the loss of the
underlying exploration licence.
The Company is now consulting with Australian legal counsel to evaluate
potential legal action against the joint venture partner to recover a portion
of the consideration originally agreed, or otherwise seek compensation for the
loss of value in the project.
In light of these developments, and the uncertainty surrounding both the
enforceability of the original sale agreement and the recoverability of the
underlying asset, in light of the non renewal of licences, the Directors have
determined that a full impairment of the carrying value is appropriate to
reflect a risk-weighted recoverable. This impairment has been recognised in
both the Group and Company financial statements.
Refer to Note 25 for further details.
2. Segmental Analysis
In 2023, the Group completed its transition from the development of battery
metals projects and flexible grid solutions to a focused strategy centred on
oil and gas exploration, appraisal, and production. The remaining battery
metals assets are in the process of being divested, marking the conclusion of
this phase of the Group's activities.
As a result, the composition of the Group's operating segments has changed in
the current year to reflect this strategic realignment, with oil and gas
activities now forming the core segment for disclosure and the former battery
metals and grid-related activities being discontinued or held for sale.
With the Group's principal focus now on the advancement and commercialisation
of oil and gas projects, the nature of management information reviewed by the
Board is evolving to include the monitoring of production metrics, operating
margins, and working capital alongside the traditional focus on cash and
capital investment.
IFRS 8 requires the reporting of information about the revenues, derived from
the various areas of activity and the countries in which revenue is earned,
regardless of whether this information is used in by management in making
operating decisions. Management determined that the most useful presentation
of revenues and expenses came from an analysis by operational type as opposed
to geographic representation due to the similar nature of the revenues and
expenses when grouped in these categories.
Year to 30 June 2025 Oil Battery Metals Corporate Total
and Gas £'000 and £'000
£'000 unallocated
£'000
Other income - 452 - 452
Project expenses (122) (1) - (123)
Administrative expenses (259) (8) (2,860) (3,127)
Currency (loss)/gain (396) - 149 (247)
Impairment of receivables - - (105) (105)
Impairment of mineral tenements - (179) - (179)
Finance cost - net (158) - (99) (257)
Net loss before tax from continuing operations (935) 264 (2,915) (3,586)
Administrative expenses - - (222) (222)
Impairment of assets held for sale - (2,975) - (2,975)
Net loss before tax from discontinued operations - (2,975) (222) (3,197)
Year to 30 June 2024 Battery Metals Oil Corporate Total
£'000 and Gas and £'000
£'000 unallocated
£'000
Management services - - 42 42
Other income - 1 1 2
Project expenses (19) (126) - (145)
Administrative expenses (9) (42) (2,520) (2,571)
Currency (loss)/gain (9) - 23 14
Impairment of Joint venture projects (221) - - (221)
Finance cost - net 90 - (219) (129)
Net loss before tax from continuing operations (168) (167) (2,673) (3,008)
Information by Geographical Area
Presented below is certain information by the geographical area of the Group's
activities. Investment sales revenue and exploration property sales revenue
are allocated to the location of the asset sold.
Year to 30 June 2025 UK Australia Africa Total
£'000 £'000 £'000 Brazil £'000
£'000
Revenue - - - - -
Total segment revenue and other gains - - - - -
Non-current assets
Property, plant and equipment - - 13 - 13
Exploration & evaluation assets - - 6,806 - 6,806
Other non current receivables - - - 270 270
FVTOCI financial instruments 1 - - - 1
Total segment non-current assets 1 - 6,819 270 7,090
Year to 30 June 2024 UK Australia Total
£'000 £'000 Africa £'000
£'000
Revenue 42 - - 42
Total segment revenue and other gains 42 - - 42
Non-current assets
Property, plant and equipment - - 8 8
Exploration & evaluation assets - 184 7,529 7,713
Receivable from sale of subsidiary - 173 - 173
FVTOCI financial instruments 1 - - 1
Total segment non-current assets 1 357 7,537 7,895
3. Loss on Ordinary Activities Before Taxation
Group 2025 2024
£'000 £'000
Loss on ordinary activities before taxation is stated after charging:
Auditor's remuneration:
- fees payable to the Company's auditor for the audit of consolidated and 55 46
Company Financial Statements
Directors' emoluments (Note 9) 761 448
4. Administrative Expenses
Group Group
2025 2024
£'000 £'000
Staff costs
Wages & salaries 1,389 816
Pension 44 24
Share-based payments 384 227
Staff Welfare 2 3
Social security costs, net of allowances 159 79
Professional services
Accounting 168 109
Legal 14 25
Business development 20 105
Marketing & Investor relations 70 81
Funding costs 46 347
Other 208 113
Regulatory compliance 136 145
Travel 190 283
Office and Admin
General 135 90
IT costs 9 8
Rent 67 33
Insurance 86 84
Total administrative expenses 3,127 2,572
5. Other Income
Group 2025 2024
£'000 £'000
Unwinding of discounts applied to consideration due 451 -
Interest income 1 1
452 1
6. Finance Costs, Net
Group 2025 2024
£'000 £'000
Interest expense (257) (7)
Share based payments - investors - (122)
(257) (129)
7. Taxation
2025 2024
£'000 £'000
Current period transaction of the Group
Corporation tax at blended rate of 23.00% (2024: 20.00%) on profits for the - -
period
Deferred tax
Origination and reversal of temporary differences - -
Deferred tax assets derecognised - -
Tax (credit) - -
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (6,783) (3,008)
Loss on ordinary activities at the average blended rate of 23% (2024: 20.00%) (1,560) (602)
Effect of non-deductible expense 628 120
Effect of tax benefit of losses carried forward 933 482
Tax losses brought forward - -
Current tax (credit) - -
Deferred tax amounting to £nil (2024: £nil), relating to the Group's
investments was recognised in the Statement of Comprehensive Income. No
deferred tax charge has been recognised due to uncertainty as to the timing of
future profitability of the Group. Unutilised trading and capital losses are
estimated at circa £5,242 thousand (2024: £4,309).
On 6 April 2023, the UK corporation tax rate increased from 19% to 25. The
Company and the Group has elected not to apply a blended rate to the above
calculations of current tax on the grounds that any such adjustment would be
immaterial.
Included in the loss on ordinary activities is the amount of £3.197m relating
to discontinued operations, giving rise to a blended rate tax loss of
£0.735m. The remainder of the loss for the year and tax loss arrises from
continued operations.
8. Staff Costs
The aggregate employment costs of staff for the Group (including Directors)
for the year was:
2025 2024
£'000 £'000
Wages and salaries 1,389 807
Pension 44 24
Social security costs, net of allowances 159 80
Staff welfare 2 3
Share-based payments 384 227
Total staff costs 1,978 1,141
The average number of Group employees (including Directors) during the year
was:
2025 2024
Number Number
Directors 5 4
Executives 2 2
Administration 3 2
10 8
During the year, for all executive Directors and employees, who have been
employed for more than three months, the Company contributed to a defined
contributions pension scheme as described under Directors' remuneration in the
Directors' Report and a Share Incentive Plan ("SIP") as described under
Management incentives in the Directors' Report.
All emoluments presented for current and comparative years, except for
pension, are short-term in nature.
9. Directors' Emoluments
2025 Directors' Total
fees Pension £'000
£'000 Bonus contributions
£'000 £'000
Executive Directors
G Geraldo 200 72 - 272
S Gilbert 200 72 - 272
A Karam 25 - - 25
Non-executive Directors
A Fairclough 54 16 - 70
Y Zhao 40 - - 40
P Kabra 65 17 - 82
584 177 - 761
2024 Directors' Total
fees Pension £'000
£'000 Bonus contributions
£'000 £'000
Executive Directors
J Parsons* 191 - 10 201
G Geraldo 31 - 3 34
S Gilbert 22 - - 22
A Karam 80 - - 80
Non-executive Directors
E Ainsworth 29 - - 29
A Fairclough 21 - - 21
Y Zhao 40 - - 40
P Kabra 21 - - 21
435 - 13 448
* Includes 8% pension contribution paid in cash as a part of gross salary.
The number of Directors who exercised share options in year, was nil (2024:
nil).
No options were excersisable in the year (2024: 6,081,134)
During the prior year, the Company contributed to a Share Incentive Plan, more
fully described in the Directors' Report, where shares were issued to
employees, making a total of £Nil (2024: 3,556,362) partnership and matching
shares. Those shares were issued in relation to services provided by those
employees during the reporting year.
The Company also operates a contributory pension scheme, more fully described
in the Directors' Report in the section Directors' Remuneration.
No options were granted to Directors in the current year. 188,943,480 were
granted in the prior year.
2025 Number of Options Grant date Expiry date
Exercise price (pence)
Executive Directors
S Gilbert 31,490,580 0.1p 11 January 2024 12 January 2029
G Geraldo 31,490,580 0.1p 11 January 2024 12 January 2029
Non-executive Directors
P Kabra 31,490,580 0.1p 11 January 2024 12 January 2029
10. Earnings per Share
The basic earnings/(loss) per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Parent by the weighted
average number of shares in issue. Diluted earnings/(loss) per share is
derived by dividing the loss for the year attributable to ordinary
shareholders of the Parent by the weighted average number of shares in issue
plus the weighted average number of ordinary shares that would be issued on
conversion of all dilutive potential ordinary shares into ordinary shares.
2025 2024
Loss attributable to equity holders of the Parent Company, £'000 (Continuing (3,911) (3,008)
operations)
Loss attributable to equity holders of the Parent Company, £'000 (3,197) (27)
(Discontinued operations)
Loss attributable to equity holders of the Parent Company, £'000 (Continuing (7,108) (3,035)
and Discontinued operations)
Weighted average number of ordinary shares of £0.0001 in issue, used for 4,096,899,125 1,711,966,625
basic EPS
Earnings per share - basic, pence (Continuing operations) (0.09) (0.2)
Earnings per share - basic, pence (Discontinued operations) (0.08) -
Earnings per share - basic, pence (0.17) (0.20)
Earnings per share - fully diluted, pence (0.17) (0.20)
At 30 June 2025 and at 30 June 2024, the effect of all the instruments in
issue is anti-dilutive as it would lead to a further reduction of loss per
share, therefore, they were not included into the diluted loss per share
calculation.
Options and warrants with conditions not met at the end of the period, that
could potentially dilute basic EPS in the future, but were not included in the
calculation of diluted EPS for the periods presented:
2025 2024
(a) Share options granted to employees - total, of them 327,639,433 333,720,567
· Vested at the end of reporting period - 6,081,134
· Not vested at the end of the reporting period 327,639,433 327,639,433
(b) Number of warrants in issue 1,913,325,000 461,552,900
Total number of contingently issuable shares that could potentially dilute 2,240,964,433 795,273,467
basic earnings per share in future and anti-dilutive potential ordinary shares
that were not included into the fully diluted EPS calculation
There were no ordinary share transactions after 30 June 2025, that that could
have changed the EPS calculations significantly if those transactions had
occurred before the end of the reporting period.
11. Investments in Subsidiaries
Company Investments in subsidiaries Investments in subsidiaries
2025 2024
£ £
Cost
At 1 July 1,980 1,980
Additions (Note 24) - -
At 30 June 2025 and 30 June 2024 1,980 1,980
Impairment
At 30 June 2025 and 30 June 2024 (503) -
Net book amount at 30 June 2025 and 30 June 2024 1,477 1,980
The Company has impaired its investment in Corcel Australasia Pty Limited by
£503,302 in the year. The impairment rose following a review of the
recoverable amount of the underlying investments. The impairment has been
recognised in the statement of profit or loss.
The Parent Company of the Group holds more than 50% of the share capital of
the following companies, the results of which are consolidated:
Company Name Country of Class Proportion Nature of
registration held by business
Group
Corcel Australasia Pty Limited Australia Ordinary 100% Mineral exploration
Flexible Grid Solutions Limited (former ESTEQ Limited) UK Ordinary 100% Holding company
Flexible Grid One Limited (former Allied Energy Services Ltd (indirectly owned UK Ordinary 100% Dormant
through ESTEQ Limited))I
Atlas Petroleum Exploration Worldwide Limited BVI Ordinary 90% Oil and gas exploration
Atlas Petroleum Exploration Worldwide - Sucursal Em Angola AO Ordinary 100% Oil and gas exploration
CRCL Brazil Ltd UK Ordinary 100% Oil and gas exploration
CORCEL (KON-11) LTD UK Ordinary 100% Oil and gas exploration
CORCEL (KON-12) LTD UK Ordinary 100% Oil and gas exploration
CORCEL (KON-16) LTD UK Ordinary 100% Oil and gas exploration
CORCEL (ANGOLA) LTD UK Ordinary 100% Oil and gas exploration
Corcel Australasia Pty Limited registered office is c/o Paragon Consultants
PTY Ltd, PO Box 903, Claremont WA, 6910, Australia.
Flexible Grid Solutions Limited registered office is 6th Floor 99 Gresham
Street, London, England, England, EC2V 7NG.
Flexible Grid One Limited registered office is Salisbury House, London Wall,
London EC2M 5PS, United Kingdom. The company was desolved on 25 February 2025.
Atlas Petroleum Exploration Worldwide Limited registered office is Simmonds
Building, Wickam's Cay 1, P.O Box 961, Road Town, Tortola, BVI.
Atlas Petroleum Exploration Worldwide, - Sucursal Em Angola with registered
office at Escritório 72, 7 Andar Edifício Galáxia, Rua Amílcar Cabral,
Município das Ingombotas, Luanda, Angola
CRCL BRAZIL LTD registered office is 6(th) Floor 99 Gresham Street, London,
United Kingdom, EC2V 7NG
CORCEL (KON-11) LTD registered office is 6(th) Floor 99 Gresham Street,
London, United Kingdom, EC2V 7NG
CORCEL (KON-12) LTD registered office is 6(th) Floor 99 Gresham Street,
London, United Kingdom, EC2V 7NG
CORCEL (KON-16) LTD registered office is 6(th) Floor 99 Gresham Street,
London, United Kingdom, EC2V 7NG
CORCEL (ANGOLA) LTD registered office is 6(th) Floor 99 Gresham Street,
London, United Kingdom, EC2V 7NG
12. Financial Instruments with Fair Value through Other Comprehensive
Income (FVTOCI)
30 June 2025 30 June 2024 30 June 2025 30 June 2024
Group Group Company Company
£'000 £'000 £'000 £'000
FVTOCI financial instruments at the beginning of the period 1 1 1 1
FVTOCI financial assets at the end of the period 1 1 1 1
Market Value of Investments
The market value as at 30 June 2025 of the investments', available for sale
listed and unlisted investments, was as follows:
30 June 2025 30 June 2024 30 June 2025 30 June 2024
Group Group Company Company
£'000 £'000 £'000 £'000
Quoted on other foreign stock exchanges 1 1 1 1
At 30 June 1 1 1 1
13. Trade and Other Receivables
Group Company
2025 2024 2025 2024
£ £ £ £
Non-current
Amounts owed by Group undertakings - - 4,666 3,882
Purchased debt 270 - - -
Amounts owed by related parties
- due from associates and joint ventures - - - -
- due from sale of subsidiary - 173 - -
Total non-current 270 173 4,666 3,882
Current
Sundry debtors 106 203 78 187
Prepayments 100 78 100 78
Debt from issue of shares - - - -
Amounts owed by related parties
- due from sale of subsidiary 510 636 - -
Total current 716 917 178 265
During the year, the Company recognised a reversal of impairment of £907,676
following the receipt of a tranche of consideration due from the divestment of
the WoWo Gap Nickel project. See note 23 for further details.
14. Trade and Other Payables
Group Company
2025 2024 2025 2024
£ £ £ £
Trade and other payables 4,013 4,786 1,128 1,808
Deferred income 376 - 376 -
Accruals 102 54 102 54
Total trade and other payables 4,491 4,840 1,606 1,862
Loans from subsidiaries - - 103 322
Borrowings (note 21) 555 1,330 555 1,330
Total current liabilities 5,046 6,170 2,264 3,514
Deferred income in the year is made up of a $500,000 down payment of
consideration receivable upon entering into the heads of terms regarding the
partial divestment of one of the Group's licensce blocks in Angola, with a
further $2,000,000 payable upon completion.
Borrowings in the year take the form of a loan from Integrated Battery Metals
(IBM). The loan is interest free and repayable out of the proceeds from
completion of the proposed sale of the Mambare JV to IBM or in cash by or by
offset by 20 October 2025 (being the earlier of the two events). The loan was
fully retired after the year end by offsetting against the receivable due from
IBM from the sale of Nugini Nickel.
Short Term Borrowings Maturity
2025 2024
£'000 £'000
31 January 2026 45 -
14 October 2025 (see above re IBM loan) 510 1,265
31 January 2025 - 65
Total short-term borrowings 555 1,330
15. Reserves
Share Premium
The share premium account represents the excess of consideration received for
shares, issued above their nominal value net of transaction costs.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have
arisen on the retranslation of overseas operations.
Retained Earnings
Retained earnings represent the cumulative profit and loss net of
distributions to owners.
FVTOCI Revaluation Reserve
The fair value through other comprehensive income (FVTOCI) reserve represents
the cumulative revaluation gains and losses in respect of FVTOCI investments.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options
granted, still outstanding and not exercised.
Warrant Reserve
The warrant reserve represents the cumulative charge for warrants granted,
still outstanding and not exercised.
16. Share Capital, Share Premium and Shares to be Issued of the Company
The share capital of the Company is as follows:
Authorised, issued and fully paid 2025 2024
£'000 £'000
3,131,628,216 ordinary shares of £0.0001 each (2024: 2,458,300,515) 559 246
1,788,918,926 deferred shares of £0.0009 each 1,610 1,610
2,497,434,980 A deferred shares of £0.000095 each 237 237
8,687,335,200 B Deferred shares of £0.000099 each 860 860
As at 30 June 3,266 2,953
Movement in ordinary shares Number
Nominal, £ Share Premium, £
As at 30 June 2023 - ordinary shares of £0.0001 each 1,344,381,885 134,440 28,138,315
Issued on 6 July 2023 at £0.0035 per share (cash placing) * 130,147,004 13,015 442,500
Issued on 18 September 2023 at £0.004 per share (non-cash creditor 25,000,000 2,500 97,500
settlement)
Issued on 27 September 2023 at £0.004 per share (non-cash creditor 25,000,000 2,500 97,500
settlement)
Issued on 27 September 2023 at £0.0021 per share (cash placing) * 75,000,000 7,500 150,000
Issued on 28 December 2023 at £0.0021 per share (cash placing) * 39,285,714 3,928 78,571
Issued on 1 January 2024 at £0.008 per share (non-cash creditor settlement) 32,061,643 3,206 253,287
Issued on 8 January 2024 at £0.0035 per share (cash placing) * 5,000,000 500 17,000
Issued on 29 February 2024 at £0.008 per share (non- cash creditor 98,917,808 9,892 781,451
settlement)
Issued on 5 March 2024 at £0.0021 per share (cash placing) * 100,000,000 10,000 200,000
Issued on 8 April 2024 at £0.005 per share (cash placing) * 79,950,000 7,995 391,755
Issued on 24 May 2024 at £0.00375 per share (non- cash SIP) 1,920,000 192 7,008
Issued on 24 May 2024 at £0.0033 per share (non- cash SIP) 1,636,362 164 5,236
Issued on 14 June 2024 at £0.001 per share (cash placing) * 350,000,000 35,000 315,000
Issued on 14 June 2024 at £0.001 per share (cash placing) * 150,000,000 15,000 135,000
As at 30 June 2024 - ordinary shares of £0.0001 each 2,458,300,416 245,832 31,110,123
Issued on 24 September 2024 at £0.001 per share (cash placing) * 1,220,000,000 122,000 1,061,500
Issued on 20 December 2024 at £0.0015 per share (cash placing) * 33,058,466 3,306 46,282
Issued on 20 December 2024 at £0.0015 per share (non cash for services) 78,726,000 7,973 110,216
Issued on 1 January 2025 at £0.001 per share (non cash for services) 54,250,000 5,425 48,825
Issued on 18 February 2025 at £0.0016 per share (cash placing) * 1,698,125,000 169,813 2,391,938
Issued on 18 February 2025 at £0.0016 per share (non cash for services) 16,218,750 1,622 24,328
Issued on 24 June 2025 at £0.00225 per share (Exercise of warrants) * 31,250,000 3,125 67,188
As at 30 June 2025 - ordinary shares of £0.0001 each 5,589,928731 558,993 34,860,400
*Total cash movements on the issue of shares, net of associated costs in the
year is £3.87m (2024: £1.82m). The total non cash movement on the issue of
shares is £0.2m (2024: £1.3m).
The Company's share capital consists of three classes of shares, being:
· Ordinary shares with a nominal value of £0.0001, which are the
Company's listed securities;
· Deferred shares with a nominal value of £0.0009;
· A Deferred shares with a nominal value of £0.000095; and
· B Deferred share with a nominal value of £0.000099.
Subject to the provisions of the Companies Act 2006, the deferred shares may
be cancelled by the Company, or bought back for £1 and then cancelled. These
deferred shares are not quoted and carry no rights whatsoever.
Warrants
At 30 June 2025, the Company had 1,913,325,000 warrants in issue (2024:
461,552,900) with exercise prices ranging £0.00225-£0.004 (2024:
£0.004-£0.25). The weighted average remaining life of the warrants at 30
June 2025 was 551 days (2024: 437 days).
Details related to valuation of all warrants are disclosed below.
2025 2024
Group and Company number of warrants number of
warrants
Outstanding at the beginning of the period 461,552,900 511,942,464
Granted during the period 1,698,125,000 291,052,900
Exercised during the period (31,250,000) (219,285,714)
Lapsed during the period (215,102,900) (122,156,750)
Outstanding at the end of the period 1,913,325,000 461,552,900
Warrant exercise price Number of post consolidation warrants
Grant date Expiry date
17 Oct 2022 16 Oct 2025 £0.004 50,000,000
20 Dec 2022 20 Dec 2025 £0.004 116,500,000
8 April 2024 8 April 2026 £0.010 39,975,000
9 April 2024 9 April 2026 £0.010 39,975,000
27 Feb 2025 27 Feb 2027 £0.00225 1,666,875,000
Total warrants in issue at 30 June 2024 1,913,325,000
At 30 June 2025, the Company had the following warrants to subscribe for
shares in issue:
The aggregate fair value recognised in warrants reserve in relation to the
share warrants, granted during the reporting period was £nil (2024: £122,294
), due to their association with the issuance of new shares to investors in
the year, and has been recognised in finance costs during the year.
Capital Management
Management controls the capital of the Group in order to control risks,
provide the shareholders with adequate returns and ensure that the Group can
fund its operations and continue as a going concern. The Group's debt and
capital, includes ordinary share capital and financial liabilities, supported
by financial assets such as cash, receivables and investments. There are no
externally imposed capital requirements.
Management effectively manages the Group's capital by assessing the Group's
financial risks and adjusting its capital structure in response to changes in
these risks and in the market. These responses include the management of debt
levels, distributions to shareholders and share issues. There have been no
changes in the strategy adopted by management to control the capital of the
Group since the prior year.
17. Share-Based Payments
Employee Share Options
In prior years, the Company established an employee share option plan to
enable the issue of options as part of the remuneration of key management
personnel and Directors to enable them to purchase ordinary shares in the
Company. Under IFRS 2 "Share-based Payments", the Company determines the fair
value of the options issued to Directors and employees as remuneration and
recognises the amount as an expense in the Income Statement with a
corresponding increase in equity.
At 30 June 2025, the Company had outstanding options to subscribe for
post-consolidation Ordinary shares as follows:
Options issued 28 February 2022 exercisable at £0.017 per share, expiring on Options issued 11 January 2024 exercisable at £0.001 per share, expiring on Total
27 February 2027 12 January 2029
Number
S Gilbert - 31,490,580 31,490,580
G Geraldo - 31,490,580 31,490,580
P Kabra - 31,490,580 31,490,580
A Karam - 125,962,320 125,962,320
E Ainsworth 2,805,942 - 2,805,942
Employees 17,800,336 86,599,095 104,399,431
Total 20,606,278 307,033,155 327,639,433
2025 2024
Company and Group Weighted Weighted
Number of average Number of average
options exercise options exercise
Number price Number price
£ Pence
Outstanding at the beginning of the period 333,720,567 0.0017 26,687,412 0.0016
Granted during the year - - 307,033,155 0.0001
Lapsed during the period (6,081,134) (0.0005) - -
Outstanding at the end of the period 327,639,433 0.0012 333,720,567 0.0017
The exercise price of options outstanding at 30 June 2025 and 30 June 2024,
ranged between £0.0001 and £0.017. Their weighted average contractual life
was 3.42 years (2024: 4.35 years).
As the vesting conditions for the options granted in the prior year were based
on market conditions, the Monte-Carlo valuation model has been used to
determine the vesting period and probability of the vesting conditions to
provide a fair value based off the results calculated by the model. The
probabilities were 53%, 27% and 15% for T1, T2 and T3 respectfully and the
vesting periods were 1.72 years, 3.3 years and 4.45 years for T1, T2 and T3
respectfully.
Of the total number of options outstanding at 30 June 2025, no options were
vested and exercisable (2024: 6,081,134). The weighted average share price (at
the date of exercise) of options, exercised during the year, was nil (2024:
nil) as no options were exercised during the reporting year (2024: nil).
Share-based remuneration expense, related to the share options granted during
the prior reporting period, was included in the Administrative expenses line
in the Consolidated Income Statement in the amount of £384,101 (2024:
£227,000).
Share Incentive Plan
In January 2012, the Company implemented a tax efficient Share Incentive Plan
(SIP), a government approved scheme, the terms of which provide for an equal
reward to every employee, including Directors, who have served for three
months or more at the time of issue. The terms of the plan provide for:
· Each employee to be given the right to subscribe any amount up to
£150 per month with Trustees, who invest the monies in the Company's shares;
· The Company to match the employee's investment by contributing an
amount equal to double the employee's investment ("matching shares"); and
· The Company to award free shares to a maximum of £3,600 per
employee per annum.
The subscriptions remain free of taxation and national insurance if held for
five years.
All such shares are held by SIP Trustees and the shares cannot be released to
participants until five years after the date of the award.
During the financial year, a total of nil free, matching and partnership
shares were awarded (2024: 3,556,362), resulting in a share-based payment
charge of £nil (2024: £10,800), included into administrative expenses line
in the Consolidated Income Statement.
18. Cash and Cash Equivalents
Group 30 June 30 June
2025 2024
£'000 £'000
Cash in hand and at bank 507 268
Company 30 June 30 June
2025 2024
£'000 £'000
Cash in hand and at bank 331 89
Credit Risk
The Group's exposure to credit risk, or the risk of counterparties defaulting,
arises mainly from notes and other receivables. The Directors manage the
Group's exposure to credit risk by the application of monitoring procedures on
an ongoing basis. For other financial assets (including cash and bank
balances), the Directors minimise credit risk by dealing exclusively with high
credit rating counterparties.
Credit Risk Concentration Profile
The Group's receivables do not have significant credit risk exposure to any
single counterparty or any group of counterparties, having similar
characteristics. The Directors define major credit risk as exposure to a
concentration exceeding 10% of a total class of such asset.
The Company maintains its cash reserves in Coutts & Co, which maintains an
A-1 credit rating from Standard & Poor's.
19. Financial Instruments
19.1 Categories of Financial Instruments
The Group and the Company holds a number of financial instruments, including
bank deposits, short-term investments, loans and receivables and trade
payables. The carrying amounts for each category of financial instrument are
as follows:
Group 2025 2024
30 June
£'000 £'000
Financial assets
Fair value through other comprehensive income financial assets
Quoted equity shares (Note 12) 1 1
Total financial assets carried at fair value, valued at observable market 1 1
price
Cash and cash equivalents 507 268
Loans and receivables
Non current receivables 270 809
Other receivables 574 281
Total financial assets held at amortised cost 844 1,090
Total financial assets 1,352 1,359
Total current 1,081 549
Total non-current 271 810
Company 2025 2024
30 June
£'000 £'000
Financial assets
Fair value through other comprehensive income financial assets
Quoted equity shares 1 1
Total FVTOCI financial assets 1 1
Fair value through profit and loss financial assets
Investments in a project of a private entity - -
Total financial assets carried at fair value, valued using valuation
techniques
Cash and cash equivalents 331 89
Loans and receivables
Receivable from subsidiaries 4,666 3,882
Other receivables 36 265
Total financial assets held at amortised cost 4,702 4,147
Total financial assets 5,034 4,237
Total current 367 354
Total non-current 4,667 3,882
Financial Instruments Carried at Fair Value Using Valuation Techniques Other
than Observable Market Value
Financial instruments, valued using other valuation techniques, can be
reconciled from beginning to ending balances as follows:
2025 2024
Group £'000 £'000
30 June
Financial liabilities at amortised cost
Loans and borrowings
Trade and other payables 3,297 4,840
Borrowings 555 1,330
Total financial liabilities 3,852 6,170
2025 2024
Company £'000 £'000
30 June
Financial liabilities at amortised cost
Loans and borrowings
Trade and other payables 515 2,184
Borrowings 555 1,330
Total financial liabilities 1,070 3,514
Trade Receivables and Trade Payables
Management assessed that other receivables and trade and other payables
approximate their carrying amounts largely due to the short-term maturities of
these instruments.
Borrowings
The carrying value of interest-bearing loans and borrowings is determined by
calculating the principal owing and accrued interest as at the reporting date.
The loans were due in October 2025 and impact of discounting the present value
of future cashflows is immaterial and, therefore, not included into the
valuation. The loan was fully retired after the year end by offsetting against
the receivable due from IBM from the sale of Nugini Nickel. See Note 14 for
further detail.
19.2 Fair Values
Financial assets and financial liabilities, measured at fair value in the
statement of financial position, are grouped into three levels of a fair value
hierarchy. The three levels are defined, based on the observability of
significant inputs to the measurement, as follows:
· Level 1: Quoted (unadjusted) market prices in active markets for
identical assets or liabilities;
· Level 2: Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or indirectly
observable; and
· Level 3: Valuation techniques for which the lowest level input
that is significant to the fair value measurement is unobservable.
The carrying amount of the Group and the Company's financial assets and
liabilities is not materially different to their fair value. The fair value of
financial assets and liabilities is included at the amount at which the
instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. Where a quoted price in
an active market is available, the fair value is based on the quoted price at
the end of the reporting period. In the absence of a quoted price in an active
market, the Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
The following table provides the fair value measurement hierarchy of the
Group's assets and liabilities:
Group and Company Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
30 June 2025
Financial assets at fair value through other comprehensive income 1 - - 1
- Quoted equity shares
Financial assets at fair value through profit and loss - - - -
Group and Company Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
30 June 2024
Financial assets at fair value through other comprehensive income 1 - - 1
- Quoted equity shares
Financial assets at fair value through profit and loss - - - -
19.3 Financial Risk Management Policies
The Directors monitor the Group's financial risk management policies and
exposures, and approve financial transactions.
The Directors' overall risk management strategy seeks to assist the
consolidated Group in meeting its financial targets, while minimising
potential adverse effects on financial performance. Its functions include the
review of credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are
credit risk and market risk, consisting of interest rate risk, liquidity risk,
equity price risk and foreign exchange risk.
Credit Risk
Exposure to credit risk, relating to financial assets, arises from the
potential non-performance by counterparties of contract obligations that could
lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such procedures
include the utilisation of systems for the approval, granting and renewal of
credit limits, regular monitoring of exposures against such limits and
monitoring of the financial liability of significant customers and
counterparties), ensuring, to the extent possible, that customers and
counterparties to transactions are of sound creditworthiness. Such monitoring
is used in assessing receivables for impairment.
Risk is also minimised through investing surplus funds in financial
institutions that maintain a high credit rating or in entities that the
Directors have otherwise cleared as being financially sound.
Trade and other receivables, that are neither past due nor impaired, are
considered to be of high credit quality. Aggregates of such amounts are as
detailed in Note 14.
There are no amounts of collateral held as security in respect of trade and
other receivables.
The consolidated Group does not have any material credit risk exposure to any
single receivable or group of receivables under financial instruments entered
into by the consolidated Group.
Liquidity Risk
Liquidity risk arises from the possibility that the Group might encounter
difficulty in settling its debts or otherwise meeting its obligations related
to financial liabilities. The Group manages this risk through the following
mechanisms:
· Monitoring undrawn credit facilities;
· Obtaining funding from a variety of sources; and
· Maintaining a reputable credit profile.
The Directors are confident that adequate resources exist to finance
operations and that controls over expenditures are carefully managed. All
financial liabilities are due to be settled within the next twelve months.
Interest Rate Risk
The Company is not exposed to any material interest rate risk because interest
rates on loans are fixed in advance.
Equity Price Risk
Price risk relates to the risk that the fair value, or future cash flows of a
financial instrument, will fluctuate because of changes in market prices,
largely due to demand and supply factors for commodities, but also include
political, economic, social, technical, environmental and regulatory factors.
Foreign Exchange Risk
The Group's transactions are carried out in a variety of currencies, including
Australian Dollars, United Stated Dollars, Papua New Guinea Kina and United
Kingdom Pounds Sterling. To mitigate the Group's exposure to foreign currency
risk, non-Sterling cash flows are monitored. Fluctuation of +/- 10% in
currencies, other than UK Sterling, would not have a significant impact on the
Group's net assets or annual results.
The Group does not enter forward exchange contracts to mitigate the exposure
to foreign currency risk as amounts paid and received in specific currencies
are expected to largely offset one another.
These assets and liabilities are denominated in the following currencies as
shown in the table below:
Group GBP AUD USD CAD AOA Total
30 June 2025
£'000 £'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 331 1 - - 175 507
Amortised cost financial assets - Other receivables 36 - 510 - 28 574
FVTOCI financial assets - - - 1 - 1
Amortised costs financial assets - Non-current receivables 270 - - - - 270
Trade and other payables, excluding accruals 412 - 3,601 - - 4,013
Short-term borrowings - - 555 - - 555
Group GBP AUD USD CAD AOA Total
30 June 2024
£'000 £'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 89 1 - - 178 268
Amortised cost financial assets - Other receivables 265 - 636 - 16 917
FVTOCI financial assets - - - 1 - 1
Amortised costs financial assets - Non-current receivables - - 173 - - 173
Trade and other payables, excluding accruals 407 - 4,379 - - 4,786
Short-term borrowings - - 1,330 - - 1,330
Total
£'000
Company GBP AUD USD CAD AOA
30 June 2025
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 331 - - - - 331
Amortised cost financial assets - Other receivables 36 - - - - 36
FVTOCI financial assets - - - 1 - 1
Trade and other payables, excluding accruals 412 - - - - 412
Loans from subsidiaries 103 - - - - 103
Short-term borrowings - - 555 - - 555
Company GBP AUD USD CAD Total
30 June 2024
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 89 - - - 89
Amortised cost financial assets - Other receivables 265 - - - 265
FVTOCI financial assets - - - 1 1
Trade and other payables, excluding accruals 443 - 1,365 - 1,808
Loans from subsidiaries 322 - - - 322
Short-term borrowings - - 1,330 - 1,330
Exposures to foreign exchange rates vary during the year, depending on the
volume and nature of overseas transactions.
20. Reconciliation of Liabilities Arising from Financing Activities and
Major Non-Cash Transactions
Significant non-cash transactions, from financing activities in relation to
loans and borrowings, are as follows:
30 June 2024 Cash flows Loans received Non-cash flow Forex movement Non-cash flow Interest and arrangement fees accreted Cash flows Principal repaid Non-cash flow Principal repaid Cash flows Interest repaid 30 June 2025
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
IBM loan 1,265 - (58) - - (697) - 510
Other loans 50 8 - 93 (58) - (93) -
Premium Credit Finance 65 64 - 6 (90) - - 45
Total 1,380 72 (58) 99 (148) (697) (93) 555
Significant non-cash transactions from financing activities in relation to
raising new capital are disclosed in Note 16.
On 11 June 2025, the Company received settlement of the second tranche of
consideration receivable from IBM of USD900,000 for the divestment of the WoWo
Gap nickel project, which was receivable on the second anniversary of the sale
of the asset to IBM. Receipt of this consideration took place as an offset
against amounts owing to IBM on the above loan, resulting in a decrease of the
amounts owing to IBM by a corresponding amount. On 26 October 2025 a further
offset between the loan payable to IBM and the final tranche of consideration
receivable for the sale of the WoWo gap nickel project was agreed between the
parties in full and final settlement of both amounts payable and receivable.
There were no significant non-cash transactions from investing activities in
the current year.
Significant non-cash transactions from operating activities were as follows:
· Share settled transactions as staff bonuses of £118,089 (2024:
£nil); and
· Share settled transactions to settle fees payable of £80,200
(2024: £nil)
21. Exploration & Evaluation Assets and Mineral Tenements
Movements in exploration & evaluation assets and mineral tenements in the
year were as follows:
Group Mt Weld APEX Total
30 June 2025
GBP GBP £'000
£'000 £'000
B/f 184 7,529 7,713
Impairment of mineral rights assets (179) - (179)
Additions in the year* (5) 2,782 2,777
Reversal of performance guarantee provisions - (2,570) (2,570)
Foreign exchange - (935) (935)
c/f - 6,806 6,806
*Additions in the year include cash movements of £0.710m and non cash
movements of £2.072m classed as creditors.
Group Canegrass Mt Weld APEX Total
30 June 2024
GBP GBP GBP £'000
£'000 £'000 £'000
B/f 220 172 1,622 2,014
Impairment of mineral rights assets (220) - - (220)
Additions in the year - 12 5,907 5,919
c/f - 184 7,529 7,713
Company Mt Weld Total
30 June 2025
GBP £'000
£'000
B/f 184 184
Impairment of mineral rights assets (179) (179)
Additions in the year (5) (5)
Foreign exchange - -
c/f - -
Company Canegrass Mt Weld Total
30 June 2024
GBP GBP £'000
£'000 £'000
B/f 220 172 392
Impairment of mineral rights assets (220) - (220)
Additions in the year - 12 12
c/f - 184 184
The total value of mineral tenements at the year-end for the Group and Company
was nil (2024: £184,000 ) and the total value of Exploration and evaluation
assets at the year end for the Group was £7,435,000 (2024: £7,529,000) and
for the Company was £nil (2024: £nil).
22. Discontinued Operations
On 16 October 2023, the Group announced the agreed sale of its 41% interest in
the Mambare nickel-cobalt project, held through Oro Nickel Ltd, to Integrated
Battery Metals. The transaction has been delayed due to disputes with the
joint venture partner, whose cooperation is required to complete the transfer.
Legal proceedings and recovery options are being evaluated with Australian
counsel.
The investment in Oro Nickel Ltd, together with the related loan receivable,
continues to be classified as an Asset Held for Sale under IFRS 5. Following
an assessment of recoverability in light of the current circumstances, the
Directors have determined that an impairment is required to reflect a
risk-weighted recoverable amount. Accordingly, the carrying value of the asset
has been reduced to £nil (2024: £2,975,000).
The Group's loss for the year from discontinued operations is £3,196,999
(2024: £26,746), and the Company's equivalent loss is £3,175,390 (2024:
£201,530). There has been no cashflow for investing and financing activites.
The discontinued loss relates to the impairments and expenses incurred for the
Group's Battery Metals segment. Cash outflows from operating activities on
discontinued operations during the year totalled £90,057 (2024: £16,000),
primarily relating to legal expenses incurred in connection with the
transaction. There has been no cashflow for investing and financing activites.
23. Significant Agreements and Transactions
Financing
· On 24 September 2024, the Company announced the completion of a
fundraise of £1.22m before costs through the issuance of 1.22bn new ordinary
shares at a price of 0.1 pence per share.
On 18 February 2025 the Company completed a fundraising of £2.72m before
costs through the issuance of approx. 1.7bn new ordinary shares at a price of
0.16 pence per share.
APEX Angola
· On 24 September 2024, the Company completed the acquisition of an
additional 20% interest (gross) in the KON 16 licence block in Angola,
resulting in a 55% gross interest in the block (49.5% net) following the
acquisition.
· On 14 May 2025, the Company announced the conditional acquisition
of a further 30% gross interest in the KON-16 licence block in Angola for
consideration proceeds of $500k and 5% production royalty interest, taking the
total Company gross interest in the block to 85% subject to approvals.
· On 14 May 2025, the Company announced it had conditionally agreed
the divestment of a 5% interest in the KON-16 licence block to Sintana Energy
Inc for total consideration of $2.5m by way of an initial deposit receivable
of $500k followed by a payment of $2m on completion of the necessary transfer
process approvals and documentation.
Battery Metals Joint Venture
· On 16 October 2023, the Company announced it had received a
revised offer from Integrated Battery Metals ("IBM") for the purchase of
Corcel's 41% interest in the Mambare Nickel project, held via its interest in
Oro Nickel Limited, the Joint Venture vehicle. The key terms of the revised
offer were:
o USD 1.6 million in cash payable on completion of the sale of Corcel's 41%
interest in the JV vehicle;
o USD 1.4 million in cash or fully paid ordinary shares in IBM (at the
election of Corcel), payable on completion of the sale of Corcel's 41%
interest in the JV vehicle;
o USD 1.0 million in cash or fully paid ordinary shares in IBM (at the
election of Corcel), payable 24 months after completion of the sale of
Corcel's 41% interest in the JV vehicle;
o USD 148,000 payable immediately to Corcel for the sale of its gross
smelter royalty interest in the Mambare project (held as a separate interest
to the Company's 41% equity interest in the project).
· As part of the terms of the above disposal, IBM further agreed to
provide the Company with a USD 1.6 million loan (interest free), to be settled
on completion of the above transaction, following the waiving of the
pre-emption rights, held by Corcel's JV partner Battery Metals Australia
("BMA"). In the event that BMA elected to exercise its pre-emption rights,
then the loan is to be settled on completion of the sale of the Company's
interests in the JV to BMA.
· On 11 June 2025, the Company received settlement of the second
tranche of consideration receivable from IBM of USD900,000 for the divestment
of the WoWo Gap nickel project, which was receivable on the second anniversary
of the sale of the asset to IBM. Receipt of this consideration took place as
an offset against amounts owing to IBM on the above loan, resulting in a
decrease of the amounts owing to IBM by a corresponding amount. On 26 October
2025 a further offset between the loan payable to IBM and the final tranche of
consideration receivable for the sale of the WoWo gap nickel project was
agreed between the parties in full and final settlement of both amounts
payable and receivable.
· Completion of the above disposal agreement with IBM remains on
hold pending resolution of formal disputes that have arisen regarding
Corcel's shareholding and BMA's operations of the joint venture.
Other Projects
On 18 November 2024, the Company announced a loan and option agreement with
Petroborn Oleo e Gas S.A. relating to the potential acquisition of a 20%
interest in the IRAI gas field, onshore Brazil. The option has since expired,
and the Company now expects repayment of the loan principal of £288,943 in
instalments commencing in May 2026. The Directors consider the loan fully
recoverable based on estimates of Petroborn's revenues and the agreed
repayment schedule.
24. Commitments
As at 30 June 2025, the Company had entered into the following commitments:
· Exploration commitments: On-going exploration expenditure is
required to maintain title to the Group mineral exploration permits. No
provision has been made in the Financial Statements for these amounts as the
expenditure is expected to be fulfilled in the normal course of the operations
of the Group and did not give rise to a legal or constructive obligation as at
the date of report.
· On 12 May 2025, the Company entered into a one year lease at 111
Park Street, London, W1 7JF through 30 June 2026. Total lease rentals
payable to June 2026 are £230,878. The Group has elected to apply the
recognition exemption for short-term leases.
25. Related Party Transactions
· Related party receivables and payables, between Group companies,
are disclosed in Notes 13 and 14, respectively.
· The key management personnel are the Directors and their
remuneration is disclosed within Note 9.
· Integrated Battery Metals (IBM), a company of which Yan Zhao is a
director, provided the $900k (697k) second tranche of consideration receivable
by the Company for the sale of the WoWo Gap nickel project. The
consideration receivable was effected by way of an agreed offset of amounts
owing to IBM by the Company following the provision of a $1.6m (£1.41m) loan
in the prior year, resulting in a remaining $700k (£510k) loan payable by the
Company to IBM. This is equal to the receivable due from the third tranche of
consideration due from the sale of the WoWo Gap nickel project shown within
these Financial Statements as a result of the agreed offsetting. See Note 23
for further details.
· On 20 December 2024 the company announced the issuance of shares
to various directors and staff in lieu of fees owing and as bonus awards as
follows:
o Pradeep Kabra - 14,110,586 ordinary shares as fees owing;
o Andrew Faircloud - 13,560,860 ordinary shares as fees owing;
o Yan Zhao - 5,387,020 ordinary shares as fees owing;
o Scott Gilbert - 25,500,000 ordinary shares as a bonus award;
o Geraldine Geraldo - 25,500,000 ordinary shares as a bonus award;
o Other employees - 27,726,000 ordinary shares as a bonus award
The fair value of these equity awards have been included in the employee
benefit expense category of Administration costs for the year.
26. Events After the Reporting Period
· On 15 July 2025, the Company announced a placing of 323,529,407
new shares for 0.01p each to raise £1.1m in gross funds, with admission of
the shares to trading on 1 September 2025 following shareholder approval of
the authorization of issuance and the disapplication of pre-emption rights.
· On 24 September 2025, the Company announced the exercise of 50m
warrants at a strike price of 0.5p per share, giving rise to proceeds of
£250k. The Company further announced the extension of 116m warrants
exercisable at 0.5p per share to 12 December 2026.
· On 14 October 2025, the Company announced the exercise of 1.3 bn
warrants at a price of 0.225p per share, giving rise to exercise proceeds of
£3m.
· On 31 October 2025, the Company confirmed that all of the 1.69bn
warrants announced in February 2025 had now been exercised, bringing a final
total of £3.85m to the Company.
· On 31 October 2025, the Company announced the adoption of a
Founder Share Plan and a Share Option Plan as well as the award of 28m new
ordinary shares to two Executive Directors.
· On 6 November 2025, the Company announced that it had received
final approval of its 2D seismic acquisition EIA over its KON-16 licence.
The Company further announced that it had executed the 2D acquisition contract
with B.G.P. GEOPHYSICAL LIMITADA, LDA, and BGP INC., CHINA NATIONAL PETROLEUM
CORPORATION ("BGP") for all services related to the upcoming 2D seismic
acquisition program.
· On 8 December 2025, the Company announced a placing of
857,142,858 new ordinary shares at a price of 0.35p each to raise gross
proceeds of £3.0m.
27. Control
There is considered to be no controlling party.
28. These results are audited, however, the information does not
constitute statutory accounts as defined under section 434 of the Companies
Act 2006. The consolidated statement of financial position at 30 June 2025
and the consolidated income statement, consolidated statement of comprehensive
income, consolidated statement of changes in equity and the consolidated cash
flow statement for the year then ended have been extracted from the Group's
2025 statutory Financial Statements. Their report was unqualified and
contained no statement under sections 498(2) or (3) of the Companies Act 2006.
The Financial Statements for 2025 will be delivered to the Registrar of
Companies by 31 December 2025.
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