REG - Coro Energy PLC - Final Results
30/06/2025 07:00
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RNS Number : 8637O Coro Energy PLC 30 June 2025
Certain information communicated within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
30 June 2025
Coro Energy Plc
("Coro" or the "Company")
Final Results
Coro Energy Plc, the South East Asian renewable energy developer, announces
its final results for the year ended 31 December 2024. Shareholders are
referred to a separate announcement also issued today in which the Company
provides a corporate update, which may also be found on its website.
FY2024 Highlights
· Signed three binding 14-year Power Purchase Agreements ("PPA") to
deliver solar power to multiple Mobile World Group ("MWG") commercial and
industrial (C&I) rooftop solar sites in Vietnam with a total capacity of
2.6MW.
· Achieved commercial operation date ("COD") and first revenue from
1.2MW of these MWG sites.
· Completed installation of a 130 meter tall meteorological mast in
the Philippines to commence a data gathering campaign for the Company's
utility-scale wind projects in the province of Oslob.
· Secured a second 100MW Wind Energy Service Contract (WESC) in the
Philippines.
· Reduced overhead costs and expenses by over US$800,000 across
several categories.
· Commenced negotiations with bondholders and other stakeholders
regarding a full balance sheet recapitalisation.
· Raised US$750,000 from a convertible loan note to fund Company
operations during negotiations for the recapitalisation.
· Appointed Harry Beamish as a Non-Executive Director.
Post Period End
· Completed the full recapitalisation of the Company's balance
sheet through a £2.1m equity fundraising, a 100:1 share capital
reorganisation and the deemed redemption of 75% of the Company's existing
secured listed bonds with the balance being converted into equity.
· Repaid the US$750,000 convertible loan note in full leaving the
Company free of all corporate debt.
· Finalised Coro's strategic pivot to becoming a South East Asian
renewables company through the announcement of the sale, by its wholly-owned
subsidiary Coro Energy Duyung (Singapore) Pte Ltd, of its 15% participating
interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a
subsidiary of Conrad Asia Energy Ltd ("Duyung Sale").
· Received shareholder approval for the Duyung Sale.
· Signed a further binding PPA with MWG for additional sites with a
total capacity of 0.8MW.
· Achieved COD on an additional 2.2MW of MWG sites bringing the
total operational C&I rooftop solar capacity with MWG to 3.4MW generating
run-rate annual cash flows of approximately US$470,000.
· Completed a pre-feasibility study for a standalone 80MW solar
project on the island of Cebu in the Philippines and submitted a Certificate
Authority pre-application.
For further information please contact:
Coro Energy plc Via Vigo Consulting Ltd
Tom Richardson, Non-Executive Chair
Cavendish Capital Markets Limited (Nominated Adviser) Tel: 44 (0)20 7220 0500
Adrian Hadden
Ben Jeynes
Hybridan LLP (Nominated Broker) Tel: 44 (0)20 3764 2341
Claire Louise Noyce
Vigo Consulting (IR/PR Advisor) Tel: 44 (0)20 7390 0230
Patrick d'Ancona
Finlay Thomson
Chairman's Statement
2024 was an extremely challenging year for Coro Energy Plc, ("Coro" or the
"Company") but important actions were taken or put in train to create a
stronger platform for the business going forward. During 2024 the Company had
to raise emergency financing whilst it worked through a recapitalisation of
its balance sheet. The Company had historically raised EUR22 million worth of
bonds ("Eurobonds") that were secured against its 15% interest in the Duyung
Production Sharing Contract. The only other assets the Company had were a
producing 3 megawatt pilot rooftop solar project in Vietnam, a memorandum of
understanding to roll out rooftop solar for Mobile World Group ("MWG") and two
wind energy service contracts in the Philippines. In addition, the Company's
listing was suspended as a vote at the 2024 AGM removed one of the two
remaining directors meaning the Company did not meet the listing requirements
of having at least two directors.
The strategy employed in 2024 was primarily to reduce the cash burn of the
Company. This meant reducing costs across several categories including third
party advisory fees, PR, finance and legal as well as reducing headcount and
travel costs. The Company continues to try to and operate on as small a budget
as possible. In addition, the Company needed to bring the capital structure of
the business in line with its size and asset base.
The Duyung asset had not been developed in line with the consortium's planned
Final Investment Decision ("FID"). This meant that whilst a farm-out partner
was identified the partners would need to continue to fund the ongoing cash
calls. This was a material cash burden on the Company which by the end of 2024
had resulted in over US$777,000 of unpaid cash calls owed by Coro. The impact
of the lack of progress on developing Duyung meant the value of the asset was
materially impaired in relation to the Eurobonds. To negotiate a balance sheet
recapitalisation with bond holders the Company required an interim funding
solution. This was arranged between the Company, its largest equity holder and
a Company that was a related party to the Chairman in the form of a
convertible loan note ("CLN"). The CLN provided in total US$750,000 of funding
to bridge the Coro through to a successful restructuring outcome.
By the end of 2024 the recapitalisation of the balance sheet was not complete
but the Company was pleased to announce the closing of a successful
transaction in Q1 of 2025. Lastly, the strategy during 2024 in relation to the
renewables business was to continue to roll out the high margin MWG solar
rooftop sites. In the Philippines the strategy was to continue to gather data
from the met mast to understand the economics behind the 200MW wind projects
better where the Company has secured service contracts alongside progressing
the pre-feasibility study and permitting for the 80MW standalone solar
project.
Looking forward beyond the recapitalisation and into the second half of 2025
the Board's strategy is to continue scaling the C&I rooftop solar business
in Vietnam and to build a material renewables portfolio in across South East
Asia. Post year-end, the Board decided to offer shareholders the chance to
remove the cash drain of Duyung G&A by selling its 15% interest to Conrad
in return for some shares in Conrad. There can be no guarantee this project
will be developed either on time, on budget or in fact at all. The Company is
now focused on bringing near-term cash flow from its renewable assets in
Vietnam rather than continuing to fund a large long-term gas project. The
Company will seek to continue to roll out rooftop solar for MWG as well as
build a customer pipeline that allows it to diversify its exposure to any one
individual customer in Vietnam.
The Company is in discussions to raise various short and long-term financing
to continue its growth in the renewables business. The Board highlights
however the highly challenging environment for publicly listed companies and
their ability to raise equity and debt financing in current difficult markets
and therefore highlights the risk that Coro remains extremely vulnerable to
its ability to raise capital to build a material renewable business and
continue as a going concern. We hope that 2025 will be a year where Coro can
continue to build on the extensive work already done to stabilise the Company
and establish a solid base as a renewable platform that can demonstrate its
ability to build and operate solar rooftop assets in Vietnam to the market
alongside its utility-scale development projects in the Philippines.
Financial Review
Revenue of $0.3m (2023: $0.24m) during 2024 reflects a full year of
electricity generation from Coro's solar projects in Vietnam which after
depreciation contributed a gross profit of $0.2m (2023: $0.16m). This increase
reflects the growing portfolio of operational sites under the MWG contract,
which stood at 37 sites at the end of 2024 and is currently 84 sites with a
further 46 sites currently under construction and are expected to COD shortly.
The Company also signed an EPC contract for these sites and agreed upon
payment arrangements with the EPC contractor which provide deferred payment
terms for 85% of the EPC costs to be repaid in June 2025.
The overhead cost base has continued to decrease in 2024 to $2.5m (2023:
$3.3m) due to cost reductions across most cost categories particularly in
employee benefits (note 5).
On 12 April 2024, the Company received a standstill letter in respect of its
Eurobonds which provided a conditional standstill on the repayment of the
current debt obligations on expiry. As such the interest charge on the
Eurobond for 2024 was $1.0m (2023: $3.5m). Following the AGM in 2024, the
Company worked to find an interim financing solution to provide liquidity to
pay salaries and maintain contracts in the renewables business. On 5 February
2025, the Company announced that at a meeting of Bondholders proposals were
approved that all the principal and interest outstanding under the Bonds was
deemed to have been repaid in full, with approximately 75% of the principal
and all accrued interest written off and with the balance of the principal
converted into 311,617,085 shares.
On 15 August 2024, the Company raised funding from a convertible loan note of
$0.5m and a further funding of $0.25m on 6 November 2025 which attracted an
interest charge for 2024 of $0.1m (2023: nil).
Post the year under review, the Company announced on 10 April 2025 that it had
conditionally sold its interest in the Duyung PSC, having entered into
agreement in relation to the sale by its wholly owned subsidiary Coro Energy
Duyung (Singapore) Pte Ltd of its 15% participating interest in the Duyung PSC
to West Natuna Exploration Ltd, a subsidiary of Conrad Asia Energy Ltd. In
conducting its impairment review at the 2024 year end, it was concluded that
sufficient indicators of impairment existed and as such an impairment of oil
and gas assets of $18.9m (2023: nil) was recognised in the 2024 year. (note
13). Further to this the Company's investment in Duyung PSC was also impaired
by $16.9m (2023: nil)(note 20).
The Group ended the year with available cash resources of $0.3m (2023: $1.1m).
At the same time as completing the restructuring, the Company completed an
equity fundraise and capital reorganisation on 5 February 2025. The capital
reorganisation completed a share consolidation of 100 Existing Ordinary Shares
of 0.1 pence each in the issued share capital of the Company that was
consolidated into one Consolidated Share of 10 pence each. Gross proceeds of
$2.1m was raised by the issue of 140,000,616 new ordinary shares.
The Company is working on raising both local debt in Vietnam and international
debt that will refinance the EPC loan in Vietnam and fund the continued roll
out of the MWG contract as well as cover ongoing working capital. The Company
has received a letter of support from one of its significant shareholders,
which confirms this party's intent, should it be needed, to provide further
financial support to the Company as required over the 12-month period
following the date of approval of the 2024 Annual Report. Until such time as
an appropriate refinancing occurs, the Company is therefore reliant on the
support of this shareholder.
Coro's vision is to continue to build and maintain a South East Asian
renewable energy business. To facilitate this, the near-term focus is to
raise long-term financing to allow the business to increase in scale as well
as build a pipeline of assets that can be developed into cash flow generating
rooftop solar assets in Vietnam, alongside utility-scale projects in
Philippines that could be sold or divested to international energy companies.
Coro has established a presence in both Vietnam and Philippines and now needs
to build on this platform over the coming years. Coro's entire focus is now on
renewables and growing its platform in the South East Asian renewable market.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Notes 31 December 2024 31 December 2023
US$'000 US$'000
Continuing operations
Revenue 4 297 235
Depreciation and amortisation expense (87) (78)
Gross profit 210 30
Other (loss) / income - (3)
General and administrative expenses 5 (2,512) (3,305)
Depreciation expense (5) (10)
Impairment losses 13 (18,936) 54
Write down of receivable 19a (298) -
Gain on disposal of investments in associates and subsidiaries 19b - 1,313
Share of loss of associates - (49)
Loss from operating activities (21,541) (1,843)
Finance income 7 2,582 1,045
Finance expense 7 (2,398) (4,249)
Net finance income / (expense) 184 (3,204)
Loss before income tax (21,357) (5,047)
Income tax expense 8 (9) -
Loss for the year from continuing operations (21,366) (5,047)
Discontinued operations
Gain for the year from discontinued operations 19a - 6,738
Total (loss) / profit for the year (21,366) 1,691
Other comprehensive income/loss
Items that may be reclassified to profit and loss
Exchange differences on translation of foreign operations 361 (3,339)
Total comprehensive loss for the year (21,006) (1,648)
(Loss)/profit attributable to:
Owners of the Company (21,331) 1,717
Non-controlling interests (35) (26)
(21,366) 1,691
Total comprehensive loss attributable to:
Owners of the Company (20,971) (1,622)
Non-controlling interests (35) (26)
(21,006) (1,648)
Basic and diluted earnings per share from continuing operations ($) 9 (0.007) (0.002)
Basic earnings per share from discontinued operations (US$) 0.007 0.0025
Diluted earnings per share from discontinued operations (US$) 0.007 0.0024
The consolidated statement of comprehensive income should be read in
conjunction with the accompanying notes.
Consolidated Balance Sheet
Company number: 10472005
As at 31 December 2024
Notes 31 December 2024 31 December 2023
US$'000 US$'000
Non-current assets
Property, plant and equipment 12 3,260 1,680
Intangible assets 13 1,867 20,190
Other financial assets 19a - 472
Total non-current assets 5,127 22,342
Current assets
Cash and cash equivalents 21 256 1,095
Trade and other receivables 11 355 1,399
Inventory 10 - 35
Total current assets 611 2,529
Total assets 5,738 24,871
Liabilities and equity
Current liabilities
Trade and other payables 15 1,316 660
Borrowings 16 32,446 31,327
Total current liabilities 33,762 31,987
Non-current liabilities
Total non-current liabilities - -
Total liabilities 33,762 31,987
Equity
Share capital 17 3,826 3,826
Share premium 17 51,762 51,762
Merger reserve 18 - -
Other reserves 18 1,745 3,603
Non-controlling interests (127) (92)
Accumulated losses (85,230) (66,215)
Total equity (28,024) (7,116)
Total equity and liabilities 5,738 24,871
The consolidated balance sheet should be read in conjunction with the
accompanying notes.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Attributable to equity shareholders of the Company
Share capital Share premium Merger reserve Other reserves Accumulated losses Non-controlling interest Total
US$'000
US$'000 US$'000 US$'000 US$'000 US$'000
US$'000
At 1 January 2023 3,184 50,862 9,708 7,267 (78,268) (66) (7,313)
Total comprehensive loss for the year:
Loss for the year - - - - 1,717 (26) 1,691
Disposal of discontinued operations - - (9,708) (628) 10,336 - -
Other comprehensive income - - - (3,339) - - (3,339)
Total comprehensive income/(loss) for the year - - (9,708) (3,967) 12,053 (26) (1,648)
Transactions with owners recorded directly in equity:
Issue of share capital 642 900 - - - - 1,542
Share based payments for services rendered - - - 303 - - 303
Total transactions with owners recorded directly in equity 642 900 - 303 - - 1,845
Balance at 31 December 2023 3,826 51,762 - 3,603 (66,215) (92) (7,116)
Attributable to equity shareholders of the Company
Share capital Share premium Merger reserve Other reserves Accumulated losses Non-controlling interest Total
US$'000
US$'000 US$'000 US$'000 US$'000 US$'000
US$'000
At 1 January 2024 3,826 51,762 - 3,603 (66,215) (92) (7,116)
Total comprehensive loss for the year:
Loss for the year - - - - (21,331) (35) (21,366)
Other comprehensive loss - - - 361 - - 361
Total comprehensive (profit/(loss) for the year - - - 361 (21,331) (35) (21,005)
Transactions with owners recorded directly in equity:
Issue of share capital - - - - - - -
Expired share options - - - (2,316) 2,316 - -
Share based payments for services rendered - - - 97 - - 97
Total transactions with owners recorded directly in equity - - - (2,219) 2,316 - 97
Balance at 31 December 2024 3,826 51,762 - 1,745 (85,230) (127) (28,024)
The consolidated statement of changes in equity should be read in conjunction
with the accompanying note 17 on share capital and note 18 Reserves.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
Notes 31 December 2024 31 December 2023
US$'000 US$'000
Cash flows from operating activities
Receipts from customers 316 2,970
Payments to suppliers and employees (1,836) (5,709)
Interest received 7 - 1
Net cash used in operating activities (1,520) (2,738)
Cash flow from investing activities
Payments for property, plant and equipment 12 (780) (11)
Payments for exploration and evaluation assets 13 - (1,024)
Payments for intangible development assets 13 (230) (138)
Cash relating to deconsolidated subsidiary 19a - (83)
Investment in subsidiaries 20 (102) -
Receipt from sale of Italian operations 19a 736 3,070
Receipt from sale of ion Ventures 19b 314 1,286
Net cash (used in) / generated by / investing activities (62) 3,100
Cash flow from financing activities
Convertible loan note drawdown 16 750 -
Net cash generated by financing activities 750 -
Net (decrease) / increase in cash and cash equivalents (832) 362
Cash and cash equivalents brought forward 1,095 784
Effects of exchange rate changes on cash and cash equivalents (7) (51)
Cash and cash equivalents carried forward 256 1,095
The consolidated statement of cash flows should be read in conjunction with
the accompanying notes, including the net debt reconciliation in note 16.
Post the year under review, the Company announced on 10 April that it had
conditionally sold its interest in the Duyung PSC. It was concluded that
sufficient indicators of impairment existed at the year end 2024 that the
carrying value of the intangible asset was overstated and that an impairment
of $18.9m be recognised in the 2024 year (note 13).
For the 2024 year, the Company recognised $2.3m of lapsed share options that
were recycled through the accumulated losses (note 22).
Company Balance Sheet
Company number: 10472005
As at 31 December 2024
Notes 31 December 2024 31 December 2023
US$'000 US$'000
Non-current assets
Investment in subsidiaries 20 1,434 18,683
Property, plant and equipment 12 2 7
Total non-current assets 1,436 18,690
Current assets
Cash and cash equivalents 21 156 573
Trade and other receivables 11 3,749 4,190
Loans to subsidiaries 20 590 -
Total current assets 4,495 4,763
Total assets 5,931 23,453
Liabilities and equity
Current liabilities
Trade and other payables 15 486 318
Loans from subsidiaries 20 - 3,602
Borrowings 16 31,250 31,327
Total current liabilities 31,736 35,247
Non-current liabilities
Total liabilities 31,736 35,247
Equity
Share capital 17 3,826 3,826
Share premium 17 51,762 51,762
Other reserves 18 498 2,489
Accumulated losses (81,891) (69,871)
Total equity (25,805) (11,794)
Total equity and liabilities 5,931 23,453
The Company balance sheet should be read in conjunction with the accompanying
notes.
As permitted by s408 of the Companies Act 2006, the Company has not presented
its own income statement. The Company loss for the year was US$14m (2023:
loss US$4.4m).
Company Statement of Changes in Equity
For the year ended 31 December 2024
Share Share premium Other Accumulated losses Total
capital US$'000 reserves US$'000 US$'000
US$'000 US$'000
At 1 January 2023 3,184 50,862 2,713 (65,427) (8,668)
Total comprehensive loss for the year:
Loss for the year - - - (4,444) (4,444)
Other comprehensive loss - - (527) - (527)
Total comprehensive income/(loss) for the year - - (527) (4,444) (4,971)
Transactions with owners recorded directly in equity:
Issue of share capital 642 900 - - 1,542
Share-based payments for services rendered - - 303 - 303
Total transactions with owners recorded directly in equity 642 900 303 - 1,845
Balance at 31 December 2023 3,826 51,762 2,489 (69,871) (11,794)
Share Share premium Other Accumulated losses Total
capital US$'000 reserves US$'000 US$'000
US$'000 US$'000
At 1 January 2024 3,826 51,762 2,489 (69,871) (11,794)
Total comprehensive loss for the year:
Loss for the year - - - (14,336) (14,336)
Other comprehensive loss - - 228 - 228
Total comprehensive income/(loss) for the year - - 228 (14,336) (14,108)
Transactions with owners recorded directly in equity:
Issue of share capital - - - - -
Expired share options - - (2,316) 2,316 -
Share-based payments for services rendered - - 97 - 97
Total transactions with owners recorded directly in equity - - (2,219) 2,316 97
Balance at 31 December 2024 3,826 51,762 498 (81,891) (25,805)
The consolidated statement of changes in equity should be read in conjunction
with the accompanying note 17 on share capital and note 18 Reserves.
Company Statement of Cash Flows
For the year ended 31 December 2024
Notes 31 December 2024 31 December 2023
US$'000 US$'000
Cash flows from operating activities
Payments to suppliers and employees (1,432) (2,874)
Net cash used in operating activities (1,432) (2,874)
Cash flow from investing activities
Amounts received on behalf of subsidiaries 19a 736 -
Proceeds on disposal of equity accounted associates 19b 314 1,286
Net cash generated from investing activities 1,050 1,286
Cash flows from financing activities
Loans to subsidiaries 20 (774) 2,080
Convertible loan note 16 750 -
Net cash (used in)/generated from financing activities (24) 2,080
Net (decrease)/increase in cash and cash equivalents (406) 492
Cash and cash equivalents brought forward 573 130
Effects of exchange rate changes on cash and cash equivalents (11) (49)
Cash and cash equivalents carried forward 156 573
The Company statement of cash flows should be read in conjunction with the
accompanying notes.
Post the year under review, the Company announced on 10 April that it had
conditionally sold its interest in the Duyung PSC. It was concluded that
sufficient indicators of impairment existed at the year end 2024 that the
carrying value of the investment in Duyung PSC was overstated and that an
impairment of $16.9m be recognised in the 2024 year (note 20).
For the 2024 year, the Company recognised $2.3m of lapsed share options that
were recycled through the accumulated losses (note 22)
Notes to the Financial Statements
For the year ended 31 December 2024
NOTE 1: CORPORATE INFORMATION
Coro Energy plc (the "Company" and, together with its subsidiaries, the
"Group") is a company incorporated in England and listed on the AIM market of
the London Stock Exchange. The Company's registered address is c/o Pinsent
Masons LLP, 1, Park Row, Leeds, England, LS1 5AB, UK. The consolidated
financial statements for the year ended 31 December 2024 comprise the Company
and its interests in its subsidiaries, investments in associates and jointly
controlled operations (together referred to as the "Group"), whose principal
activities are described further in the Directors' Report on page 9 of the
Company's Annual Report.
NOTE 2: BASIS OF PREPARATION
(a) Statement of compliance
The financial statements are prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006.
(b) Basis of measurement
These financial statements have been prepared on the basis of historical cost
apart from non-current assets (or disposal groups) held for sale, which are
measured at fair value less costs of disposal and derivative financial
instruments recorded at fair value through profit and loss.
(c) Going concern
The Group and Company financial statements have been prepared under the going
concern assumption, which presumes that the Group and Company will be able to
meet its obligations as they fall due for the foreseeable future.
At 31 December 2024 the Group had cash reserves of $0.25m. The Group's
Eurobond obligation matured on 12 April 2024 with the outstanding balances at
that date, including the rolled-up coupon, was US$30.2 million. The Group had
been in active discussions with bondholders in relation to the restructuring
of the bonds and received a letter from two lenders holding 68% of the
Eurobonds on 12 April 2024 (the "Standstill"). Under this Standstill, which
the Company was advised was binding on the parties, provided a conditional
standstill on the repayment of the Group's debt obligations and to the further
accruing of interest as from the date of the Standstill. This was to allow the
Group to continue with constructive discussions in respect of the Eurobonds
and on a broader debt restructuring. Post the year under review a debt
restructuring on 5 February 2025 was successfully completed resulting in the
full redemption of the Eurobonds principal and accrued interest.
On the 15 August 2024, the Group entered into a convertible loan note for
$500,000 with a further advance of $250,000 on 6 November 2024 to fund the
Group's renewable business and for general working capital. The outstanding
balance of this loan including the accrued interest as at 31 December 2024 was
$888,000. This loan plus the accrued interest was fully repaid on 3 April
2025.
On the 27 August 2024, the Group announced that it had signed a second binding
14 year Power Purchase Agreement in Vietnam with Mobile World Group to deliver
power at the next 30 sites with a capacity of circa 1MW. At this time the
Company also signed an EPC contract for these sites and agreed upon payment
arrangements with the EPC contractor which provide deferred payment terms for
85% of the EPC costs to be repaid in June 2025 as at the date of this report
is past due. These deferred payments are subject to a 12% coupon and a 2% fee.
As at the 31 December 2024 the outstanding balance for the EPC loan was $1.2m
(note 16).
As at 31 December 2024, the group reports net current liabilities of $33.9m,
consisting primarily of balances owed to the Eurobond holders, the convertible
loan note holders, EPC loan holder (note 16) along with trade and other
payables. The Eurobond was fully redeemed as part of the capital
reorganisation completed on 5 February 2025 and the convertible loan note was
fully repaid in April 2025. However, the group requires immediate funding to
repay the EPC loan balance due in June 2025 and at the time of this report is
past due and payable on request by the EPC contractor, and other creditors.
Whilst the group has generated cash from its solar projects in Vietnam over
the last two financial periods this has not been sufficient in itself to meet
the working capital or debt repayment requirements of the Group.
Post the year under review, the Company raised US$2.6m via an equity raise
whilst at the same time completing a capital reorganisation and full
redemption of the Eurobond. The proceeds of the equity raise were utilised to
fund the Group's renewables business and general working capital. However,
under the Group's forecast, this equity together with existing bank balances
provides sufficient funding for less than one month as at the date of this
report.
Management have prepared a consolidated cash flow forecast for the period to
31 December 2026 which shows that the Group requires additional debt or equity
financing before the end of July 2025 to meet its current obligations,
including general working capital requirements and repayment of the EPC loan.
The Company is working on raising both local and international debt that will
refinance the EPC loan in Vietnam and fund the continued roll out of the MWG
contract as well as cover ongoing working capital. The company has received a
letter of support from one of its significant shareholders, which confirms
this party's intent, should it be needed, to provide further financial support
to the Company as required over the 12 month period following the date of
approval of the 2024 Annual Report. Until such time as an appropriate
refinancing occurs, the Company is therefore reliant on the support of this
shareholder.
Based on the above, the Directors consider it appropriate to continue to adopt
the going concern basis of accounting in preparing the Group and Company
financial statements for the year ended 31 December 2024. Should the Group and
Company be unable to continue trading, adjustments would have to be made to
reduce the value of the assets to their recoverable amounts, to provide for
further liabilities which might arise and to classify fixed assets as current.
The auditors make reference to a material uncertainty to the going concern
within their audit report.
(d) Foreign currency transactions
The consolidated financial statements of the Group are presented in United
States Dollars ("USD" or "US$"), rounded to the nearest US$1,000.
The functional currency of the Company and all UK domiciled subsidiaries is
British Pounds Sterling ("GBP" or "£"). The Group's subsidiaries domiciled in
Singapore have a functional currency of USD. The Group's subsidiaries
domiciled in the Philippines have a functional currency of Philippines Pesos
("PHP"). The Group's subsidiaries domiciled in Vietnam have a functional
currency of Vietnamese Dong ("VND").
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or loss
as finance income or expense. Non-monetary assets and liabilities denominated
in foreign currencies are translated at the date of transaction and not
retranslated.
The results and financial position of Group companies that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
• Assets and liabilities are translated at the closing rate;
• Income and expenses are translated at average rates; and
• Equity balances are not retranslated. All resulting exchange
differences are recognised in other comprehensive income.
(e) Use of estimates and judgements
The preparation of the financial statements requires management to make
judgments regarding the application of the Group's accounting policies, and to
use accounting estimates that impact the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.
This note sets out the estimates and judgements taken by management that are
deemed to have a higher risk of causing a material adjustment to the reported
carrying amounts of assets and liabilities in future years.
(i) Key accounting judgements
Accounting for investment in Coro Renewables VN1 Joint Stock Company
At the reporting date the Group owned 85% of Coro Renewables VN1 Joint Stock
Company ("CRV1"), which owns 100% of Coro Renewables VN2 Company Limited,
which in turn owns 100% of Coro Renewables Vietnam Company Limited ("CRVCL").
The non-controlling shareholder of CRV1 is Vinh Phuc Energy JSC ("VPE"). CRVCL
operates the Group's electricity generating operation in Vietnam.
Under IFRS, the accounting for an interest in another entity depends on the
level of influence held over the investee by the investor. Management have
concluded that CRV1 is an indirectly held subsidiary of the Company, due to
the Company controlling more than half of the voting rights. With reference to
the factors outlined in IAS 27 Consolidated and Separate Financial Statements,
we concluded that there was no change to managements conclusion.
• There is no agreement with VPE giving them control of the joint
venture;
• There is no statute or agreement ceding control to any other
party; and
• VPE does not have the power to appoint or remove the majority of
the Board of Directors.
100% of the transactions relating to CRV1 and its subsidiary undertakings have
been recorded in these consolidated financial statements and the Group has
recognised the appropriate non-controlling interest.
Share options and warrants
The Black-Scholes model is used to calculate the fair value of the share
options and warrants. The use of this model to calculate the charge involves a
number of estimates and judgements to establish the appropriate inputs to be
entered into the model, covering areas such as the use of an appropriate
interest rate and dividend rate, exercise restrictions and behavioural
considerations. A significant element of judgement is therefore involved in
the calculation of the charge.
Convertible Loan Notes
Upon issue of a new convertible loan, where the convertible option is at a
fixed rate, the net proceeds received from the issue of CLNs are split between
a liability element and an equity component at the date of issue. The fair
value of the liability component is estimated using the prevailing market
interest rate for similar non-convertible debt. The difference between the
proceeds of issue of the CLNs and the fair value assigned to the liability
component, representing the embedded option to convert the liability into
equity of the Group, is included in equity and is not remeasured.
Subsequent to the initial recognition the liability component is measured at
amortised cost using the effective interest method.
When there are amendments to the contractual loan note terms these terms are
assessed to determine whether the amendment represents an inducement to the
loan note holders to convert. If this is considered to be the case the
estimate of fair value adjusted as appropriate and any loss arising is
recorded in the income statement.
Where there are amendments to the contractual loan note terms that are
considered to represent a modification to the loan note, without representing
an inducement to convert, the Group treats the transaction as an
extinguishment of the existing convertible loan note and replaces the
instrument with a new convertible loan note. The fair value of the liability
component is estimated using the prevailing market interest rate for similar
nonconvertible debt. The fair value of the conversion right is recorded as an
increase in equity. The previous equity reserve is reclassified to retained
loss. Any gain or loss arising on the extinguishment of the instrument is
recorded in the income statement, unless the transaction is with a
counterparty considered to be acting in their capacity as a shareholder
whereby the gain or loss is recorded in equity.
Where the loan note is converted into ordinary shares by the loan note holder;
the unaccreted portion of the loan notes is transferred from the equity
reserve to the liability; the full liability is then converted into share
capital and share premium based on the conversion price on the note.
(ii) Key accounting estimates
Assessment of indicators of impairment of solar assets
The Group's solar assets consist of two projects in Vietnam, comprising of a
3MW pilot plant and a contract to roll out roof top solar for Mobile World
Group ("MWG").
Solar assets are assessed for indicators of impairment under IAS 16 Tangible
Assets. Based on estimates as at 31 December 2024 there was $nil write-off
(2023: nil).
During 2024 the pilot project produced revenue throughout the year and the
initial 10 MWG sites began producing revenue in July 2024 and a further 27
sites commencing revenue on November 2024. A further 47 sites commenced
revenue production in January 2025.
Estimate of gas reserves and resources
The disclosed amount of the Group's gas reserves and resources impacts a
number of accounting estimates in the financial statements including future
cash flows used in asset impairment reviews, see note 13.
The Group employs staff with the appropriate knowledge, skills and experience
to estimate reserves quantities. Periodically, the Group's reserves
calculations are also subject to independent third-party certification by a
competent person.
Assessment of indicators of impairment of intangible assets (note 13)
The Group's intangible assets consist of exploration and evaluation assets,
comprising assets related to the Duyung PSC, and development assets and
goodwill comprising assets related to Coro Clean Energy Philippines.
Exploration and evaluation assets are assessed for indicators of impairment
under IFRS 6 Exploration for, and evaluation of, mineral resources. Post the
year under review, the Company announced a sale plan for its 15% interest in
the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad
Asia Energy Ltd ("Conrad"). The sale plan set out a consideration price of an
initial 500,000 shares in Conrad with a value of approximately USD225,000,
with a further USD750,000 shares in Conrad to be delivered to the Company
within 45 days of first commercial production. The fair value of consideration
is well below the carrying value of the exploration and evaluation asset of
USD18.9m. Duyung PSC was assessed under IFRS 5 Held for Sale as at 31 December
2024 and management considered the requirements of IFRS in respect to the year
end classification and concluded that: the criteria were not met at year end;
it was determined that the sale plan originated after the end of the financial
year under review; and that there was no active search for a buyer at that
time. However, indicators of impairment existed in that sufficient data exists
to suggest that although a development is likely to proceed, the carrying
value of exploration and evaluation assets exceeded the recoverable value of
these assets. The best estimate of fair value was determined by referencing
the post year end sale plan, being $225,000.
Based on estimates as at 31 December 2024, there was $18.9m write-off (2023:
$Nil), see note 13.
Assessment of indicators of impairment of development assets and goodwill
(note 13)
The Group's development and goodwill assets consist of two 100MW onshore wind
projects and a 100MW solar project in the Philippines. These are assessed for
indicators of impairment under IAS 36 Impairment of Assets. Both wind projects
already have approved Wind Energy Service Contracts and the onshore solar
project has an application for a service contract is expected in 2025. A
further 100MW onshore wind project is in early stages of development. The
Philippines portfolio is therefore currently a total of 400MW with all four
projects being co-located, sharing a grid connection and benefiting from the
130 metre high meteorological ("met") mast which began a two year program of
collecting bankable data in January 2024 that will cover all three wind
projects. Updates to the economics models for the wind projects, incorporating
the first year of met mast data and updated capital expenditure will be
completed in 2025. Similarly, an updated economic model for the solar project
will be completed in 2025. Management considered the requirements of IAS 36
and concluded that there were no indicators of impairment as at the end of the
2024 financial year.
Disposals of investment in Coro Europe Limited ("CEL") and ion Ventures
Holdings Limited ("IVHL")
The Group disposed of its entire shareholding in IVHL on 23 August 2023 and of
its entire shareholding in CEL on 8 November 2023. In calculating the profit
on disposal the Group must recognise the results of operations of the
investees up to the date of completion of the sale in the statement of
Comprehensive Income. The most recent financial information that was available
as at the respective completion dates were:
CEL: 30 September 2023
IVHL: 30 June 2023
The Group has estimated the financial results between these dates and the
completion dates of the transactions and do not consider this to affect the
results disclosed in these consolidated financial statements in any material
respect.
Company only - impairment assessment for investment in subsidiaries, including
loans and receivables (notes 13, 15 and 20)
The Company in applying the expected credit loss ("ECL") model under IFRS 9
must make assumptions when implementing the forward-looking ECL model. This
model is required to assess its investments and loans receivable in
subsidiaries for impairment at each reporting date.
Estimations were made regarding the credit risk of the counterparty and the
underlying probability of default in each of the credit loss scenarios. The
scenarios identified by management included Production, Divestment, Fire-sale
and Failure. These scenarios considered technical data, necessary licences to
be awarded, the Company's ability to raise finance, and ability to sell the
project. The Directors make judgements on the expected likelihood and outcome
of each of the above scenarios, and these expected values are applied to the
loan balances.
The Company's main assets are its interest in the Duyung PSC, held by Coro
Energy Duyung (Singapore) Pte Ltd ("CEDSPL") and its investment in the solar
pilot project in Vietnam, held by Coro Renewables Vietnam Company Limited
("CRVCL"). As such, the recoverability of investments in subsidiaries depends
on the Company's assessment of indicators of impairment of the underlying
assets recorded within its subsidiaries.
As noted above, and in note 13, the Company identified indicators of
impairment for its 15% interest in the Duyung PSC and, accordingly, the
Company's investment in CEDSPL (held indirectly) was subject to a $17.2m
write-off (2023: $nil) leaving a carrying value of $225,000 (see note 13).
The Company performed an impairment test on its solar pilot project in Vietnam
and found that the recoverable value in use exceeds the net book value,
accordingly, the Company's investment in CRVCL (held indirectly) and
receivables from CRVCL is deemed to be recoverable in full.
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of consolidation
(i) Subsidiaries
The consolidated financial statements include the results of Coro Energy plc
and its subsidiary undertakings made up to the same accounting date.
Subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. The financial statements of subsidiaries
are included in the consolidated financial statements from the date that
control commences until the date that control ceases. The accounting policies
of subsidiaries have been changed when necessary to align them with the
policies adopted by the Group. All intra-group balances, transactions, income
and expenses are eliminated in full on consolidation.
(ii) Interests in other entities
The Group classifies its interests in other entities based on the level of
control exercised by the Group over the entity.
Associates
Associates are all entities over which the Group has significant influence but
not control or joint control. This is generally the case where the Group holds
between 20% and 50% of the voting rights. Investments in associates are
accounted for using the equity method of accounting.
Under the equity method of accounting, the investments are initially
recognised at cost, including any directly attributable transaction costs, and
adjusted thereafter to recognise the Group's share of the post-acquisition
profits or losses of the investee in profit or loss. The Group's share of
movements in other comprehensive income of the investee are recognised in
other comprehensive income. Dividends received or receivable from associates
and joint ventures are recognised as a reduction in the carrying amount of the
investment.
Where the Group's share of losses in an equity-accounted investment equals or
exceeds its interest in the entity, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group's interest in these entities. Unrealised
losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity-accounted
investees have been changed where necessary to ensure consistency with the
policies adopted by the Group.
The carrying amount of equity-accounted investments is tested for impairment
at least annually.
Other investments
In a situation where the Group has direct contractual rights to the assets,
and obligations for the liabilities, of an entity but does not share joint
control, the Group accounts for its interest in those assets, liabilities,
revenues and expenses in accordance with the accounting standards applicable
to the underlying line item. This is analogous to the "joint operator" method
of accounting outlined in IFRS 11 Joint arrangements.
(b) Taxation
Income tax expense or credit for the period is the tax payable on the current
period's taxable income, based on the applicable income tax rate for each
jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the date of the statement
of financial position, and any adjustment to tax payable in respect of
previous years.
Deferred tax is provided using the balance sheet liability method, providing
for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not provided for the initial
recognition of assets or liabilities that affect neither accounting nor
taxable profit, and differences relating to investments in subsidiaries to the
extent that the Group is able to control the timing of the reversal of the
temporary difference and it is probable that they will not reverse in the
foreseeable future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities using tax rates enacted at the date of the statement of
financial position.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and where the
deferred tax balances relate to the same taxation authority. Current tax
assets and liabilities are offset where the entity has a legally enforceable
right to offset and intends either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
(c) Property, plant and equipment
(i) Recognition and measurement
Property, plant and equipment comprises the Group's tangible oil and gas
assets, solar equipment as well as office furniture and equipment. Items of
property, plant and equipment are recorded at cost less accumulated
depreciation, accumulated impairment losses and pre-commissioning revenue and
expenses. Cost includes expenditure that is directly attributable to
acquisition of the asset.
Gains and losses on disposal of an item of property, plant and equipment are
determined by comparing the proceeds from disposal with the carrying amount of
property, plant and equipment, and are recognised within "other income" in
profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future
economic benefits associated with expenditure will flow to the Group.
(iii) Depreciation
Oil and gas assets
Oil and gas assets includes gas production facilities and the accumulation of
all exploration, evaluation, development and acquisition costs in relation to
areas of interest in which production licences have been granted and the
related project has moved to the production phase.
Amortisation of oil and gas assets is calculated on the units-of-production
("UOP") basis and is based on Proved and Probable reserves. The use of the UOP
method results in an amortisation charge proportional to the depletion of
economically recoverable reserves. Amortisation commences when commercial
levels of production are achieved from a field or licence area.
The useful life of oil and gas assets, which is assessed at least annually,
has regard to both its physical life limitations and present assessments of
economically recoverable reserves of the field at which the asset is located.
These calculations require the use of estimates and assumptions, including the
amount of recoverable reserves and estimates of future capital expenditure.
The calculation of the UOP rate of depreciation/amortisation will be impacted
to the extent that actual production in the future is different from current
forecast production based on total proved reserves, or future capital
expenditure estimates change.
Changes to recoverable reserves could arise due to changes in the factors or
assumptions used in estimating reserves, including:
• The effect of changes in commodity price assumptions; or
• Unforeseen operational issues that impact expected recovery of
hydrocarbons.
Assets designated as held for sale, or included in a disposal group held for
sale, are not depreciated.
Other property, plant and equipment
Depreciation is recognised in profit or loss on a straight-line basis over the
estimated useful lives of each part of an item of property, plant and
equipment. The depreciation will commence when the asset is installed ready
for use.
The estimated useful lives of each class of asset fall within the following
ranges:
Solar equipment
7 - 25 years
Office furniture and equipment 3
- 5 years
The residual value, the useful life and the depreciation method applied to an
asset are reviewed at each reporting date.
(iv) Impairment
The Group assesses at each reporting date whether there is an indication that
an asset (or Cash Generating Unit - "CGU") may be impaired. For oil and gas
assets, management has assessed its CGUs as being an individual field, which
is the lowest level for which cash inflows are largely independent of those of
other assets. For Solar equipment, management has assessed its CGUs as being
individual solar arrays including inverters. If any indication exists, or when
annual impairment testing for an asset is required, the Group estimates the
asset's or CGU's recoverable amount. The recoverable amount is the higher of
an asset's or CGU's fair value less costs of disposal ("FVLCD") and value in
use ("VIU"). Where the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset/CGU is considered impaired and is written down
to its recoverable amount.
The Group bases its impairment calculation on detailed budgets and forecasts,
which are prepared separately for each of the Group's CGUs to which the
individual assets are allocated. These budgets and forecasts generally cover
the forecasted life of the CGUs. VIU does not reflect future cash flows
associated with improving or enhancing an asset's performance.
For assets/CGUs, an assessment is made at each reporting date to determine
whether there is an indication that previously recognised impairment losses
may no longer exist or may have decreased. If such indication exists, the
Group estimates the asset's or CGU's recoverable amount. A previously
recognised impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset's/CGU's recoverable amount since the
last impairment loss was recognised. The reversal is limited so that the
carrying amount of the asset/CGU does not exceed either its recoverable
amount, or the carrying amount that would have been determined, net of
depreciation/amortisation, had no impairment loss been recognised for the
asset/CGU in prior years. Such a reversal is recognised in the income
statement.
(d) Intangible assets
(i) Exploration and evaluation assets
Exploration and evaluation assets are carried at cost less accumulated
impairment losses in the statement of financial position. Exploration and
evaluation assets include the cost of oil and gas licences, and subsequent
exploration and evaluation expenditure incurred in an area of interest.
Exploration and evaluation assets are not depreciated. When the commercial and
technical feasibility of an area of interest is proved, capitalised costs in
relation to that area of interest are transferred to property, plant and
equipment (oil and gas assets) and depreciation commences in line with the
depreciation policy outlined above.
Exploration and evaluation assets are assessed for impairment if sufficient
data exists to determine technical feasibility and commercial viability or
facts and circumstances suggest that the carrying value amount exceeds the
recoverable amount.
Exploration and evaluation assets are tested for impairment when any of the
following facts and circumstances exist:
• the term of the exploration licence in the specific area of
interest has expired during the reporting period or will expire in the near
future, and is not expected to be renewed;
• substantive expenditure on further exploration for an evaluation
of mineral resources in the specific area is not budgeted nor planned;
• exploration for and evaluation of mineral resources in the
specific area have not led to the discovery of commercially viable quantities
of mineral resources and the decision was made to discontinue such activities
in the specific area; or
• sufficient data exists to indicate that, although a development in
the specific area is likely to proceed, the carrying amount of the exploration
and evaluation asset is unlikely to be recovered in full from successful
development or by sale.
Areas of interest that no longer satisfy the above policy are considered to be
impaired and are measured at their recoverable amount, with any subsequent
impairment loss recognised in the profit and loss.
(ii) Software
Costs for acquisition of software, including directly attributable costs of
implementation, are capitalised as intangible assets and amortised over their
expected useful life (currently five years).
(iii) Goodwill
Goodwill arising from business combinations is included in intangible assets.
Goodwill is not amortised but it is tested for impairment annually, or more
frequently if events or changes in circumstances indicate that it might be
impaired, and is carried at cost less accumulated impairment losses.
Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of
cash-generating units that are expected to benefit from the business
combination in which the goodwill arose.
(iv) Research and Development
Development costs that are directly attributable to the design and development
of identifiable and unique projects controlled by the Group are recognised as
intangible assets when the following criteria are met:
• It is technically feasible to complete the project;
• Management intends to complete the project;
• There is sufficient certainty that contractual rights, planning
and permitting will be agreed;
• It can be demonstrated how the project will generate probable
future economic benefits;
• Adequate technical, financial and other resources to complete the
project are available; and
• The expenditure attributable to the project can be reliably
measured.
Other development expenditures that do not meet these criteria are recognised
as an expense as incurred.
(e) Inventory
Inventory is comprised of drilling equipment and spares and is carried at the
lower of cost and net realisable value. Any impairment on value is taken to
the income statement.
(f) Non-current assets (or disposal groups) held for sale and discontinued
operations
Non-current assets (or disposal groups) are classified as held for sale if
their carrying amount will be recovered principally through a sale transaction
rather than through continuing use, they are available for sale in their
present condition, they are being actively marketed, and a sale is considered
highly probable. These conditions must be continuing for the assets to
continue to be classified as held for sale.
Disposal groups are measured at the lower of their carrying amount and fair
value less costs to sell, except for certain assets such as deferred tax
assets, which are specifically exempt from this requirement. An impairment
loss is recognised for any initial or subsequent write-down of the asset (or
disposal group) to fair value less costs to sell. A gain is recognised for any
subsequent increases in fair value less costs to sell of an asset (or disposal
group), but not in excess of any cumulative impairment loss previously
recognised. A gain or loss not previously recognised by the date of the sale
of the non-current asset (or disposal group) is recognised at the date of
derecognition.
Non-current assets (including those that are part of a disposal group) are not
depreciated or amortised while they are classified as held for sale. Interest
and other expenses attributable to the liabilities of a disposal group
classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal
group classified as held for sale are presented separately from the other
assets in the balance sheet. The liabilities of a disposal group classified as
held for sale are presented separately from other liabilities in the balance
sheet.
A discontinued operation is a component of the entity that has been disposed
of or is classified as held for sale and that represents a separate major line
of business or geographical area of operations, is part of a single
co-ordinated plan to dispose of such a line of business or area of operations,
or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the statement of profit or
loss.
(g) Investments and financial assets
(i) Classification
The Group classifies its financial assets in the following measurement
categories:
• those to be measured subsequently at fair value (either through
other comprehensive income or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the entity's business model for managing the
financial assets and the contractual terms of the cash flows.
(ii) Recognition and measurement
A financial asset is recognised if the Group becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised if
the Group's contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial asset to another party without
retaining control or substantially all risks and rewards of the asset. Regular
way purchases and sales of financial assets are accounted for at trade date,
i.e. the date the Group commits itself to purchase or sell the asset.
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss ("FVTPL"), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVTPL are expensed in profit or loss.
Subsequent measurement of debt instruments depends on the Group's business
model for managing the asset and the cash flow characteristics of the asset.
Currently, the Group's financial assets are all held for collection of
contractual cash flows, which are solely payments of principal and interest.
Accordingly, the Group's financial assets are measured subsequent to initial
recognition at amortised cost.
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose of the statement of cash flows.
(iii) Impairment
On a forward-looking basis, the Group estimates the expected credit losses
associated with its receivables and other financial assets carried at
amortised cost, and records a loss allowance for these expected losses.
(iv) Investment in subsidiaries
In the Company balance sheet, investments in subsidiaries are carried at cost
less accumulated impairment.
(ii) Other provisions
Other provisions are measured at the present value of management's best
estimate of the expenditure required to settle the present obligation at the
end of the reporting period. The provisions are discounted to present value
using a market rate of interest that is deemed to approximate the time value
of money. The increase in the provision due to the passage of time is
recognised as interest expense.
(i) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs
incurred, and subsequently measured at amortised cost. Any difference between
the proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the period of the borrowings using the
effective interest method. Loan fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan and amortised over
the life of the borrowings.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting period.
(j) Trade and other payables
Trade and other payables represent liabilities for goods and services provided
to the Group prior to the end of the financial year that are unpaid. The
amounts are unsecured and are usually paid within 30 days of the invoice date.
Trade and other payables are presented as current liabilities unless payment
is not due within 12 months after the reporting period. They are recognised
initially at their fair value and subsequently measured at amortised cost
using the effective interest method.
(k) Share capital
Ordinary Shares are classified as equity. Incremental costs directly
attributable to issue of shares are recognised as a deduction from equity, net
of any tax effects.
(l) Share-based payments
Share-based payments relate to transactions where the Group receives services
from employees or service providers and the terms of the arrangements include
payment of a part or whole of consideration by issuing equity instruments to
the counterparty. The Group measures the services received from non-employees,
and the corresponding increase in equity, at the fair value of the goods or
services received. When the transactions are with employees, the fair value is
measured by reference to the fair value of the share based payments. The
expense is recognised over the vesting period, which is the period over which
all of the specified vesting conditions are to be satisfied.
(m) Revenue
Under IFRS 15 Revenue from Contracts with Customers, there is a five-step
approach to revenue recognition:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the
contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance
obligation.
The Group has a single revenue stream, being the sale electricity from two
Vietnam solar projects. Electricity is sold to industrial customers under
power purchase agreements. Revenue is recognised based on actual produced
electricity, which is the only performance obligation, at contractual rates.
Revenue is presented net of value added tax ("VAT"), rebates and discounts and
after eliminating intra-group sales.
(n) Changes to accounting policies, disclosures, standards and interpretations
(i) New and amended standards adopted by the Group
The following new standards, amendments and interpretations are effective for
the first time in these financial statements. However, none has had a material
impact on the financial statements:
Standard Effective date
Amendments to IAS 1 Presentation of Financial Statements: Classification of 1 January 2024
Liabilities as Current or Non-current
Amendments to IAS 1 Presentation of Financial Statements: Non-current 1 January 2024
Liabilities with Covenants
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Lease Back 1 January 2024
Amendments to ISA 7 Statement of Cashflows and IFRS 7 Financial Instruments: 1 January 2024
Disclosures: Supplier Finance Arrangements
IFRS S1 General Requirements for Disclosure of Sustainability-related 1 January 2024
Financial information
IFRS S2 Climate-related Disclosures 1 January 2024
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rate: Lack of 1 January 2025
Exchangeability
(ii) New standards not yet adopted
There are no new International Financial Reporting Standards and
Interpretations issued but not effective for the reporting period ending 31
December 2024 that will materially impact the Group.
Standard Effective date
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: 1 January 2026
Classification and Measurement of Financial Instruments
IAS 21 The Effects of Changes in Foreign Exchange Rates 1 January 2025
Annual Improvements to IFRS Standards - Volume 11 1 January 2026
Amendments to IFRS 9 and IFRS 7: Contracts referencing nature-dependent 1 January 2026
electricity
IFRS 19 Subsidiaries without Public Accountability Disclosures 1 January 2027
IFRS S1 General Requirements for Disclosure of Sustainability-related 1 January 2024*
Financial Information
IFRS S2 Climate-related Disclosures 1 January 2024*
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027*
*Not yet endorsed in the UK
NOTE 4: SEGMENT INFORMATION
The Group's reportable segments as described below are based on the Group's
geographic business units. This includes the Group's upstream gas operations
in Italy, upstream gas and renewables operations in South East Asia, and the
corporate head office in the United Kingdom. This reflects the way information
is presented to the Board of Directors. Results from the Group's Italian
business which were sold in 2023 and classified as a discontinued operation in
the 2023 financial results and included below as a comparative result. See
note 19.
Italy Asia UK Total
31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December
2024 2023 2024 2023 2024 2023 2024 2023
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Revenue - - 297 235 - - 297 235
Depreciation and amortisation - - (87) (78) (5) (10) (92) (88)
Interest expense - - - - (1,218) (3,508) (1,218) (3,508)
Share of loss of associates - - - - - (49) - (49)
Segment loss before tax from continuing operations - - (19,417) (599) (1,940) (4,448) (21,357) (5,047)
Segment profit / (loss) before tax from discontinued operations - 6,738 - - - - - 6,738
Italy Asia UK Total
31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December
2024 2023 2024 2023 2024 2023 2024 2023
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Segment assets - - 4,675 21,588 1,063 3,283 5,738 24,871
Segment liabilities - - (1,996) (152) (31,767) (31,835) (33,763) (31,987)
NOTE 5: GENERAL AND ADMINISTRATIVE EXPENSES
31 December 31 December
2024 2023
US$'000 US$'000
Employee benefits expense (note 6) 826 1,242
Business development 495 640
Corporate and compliance costs 449 508
Investor and public relations 113 99
Doubtful debt expense (note 11)* 238 -
G&A - Duyung venture 153 314
Other G&A 141 197
Share-based payments (note 22) 97 303
2,512 3,303
* A provision of $238,000 (2023: nil) was raised against the recoverability of
the residual proceeds from the sale of the Italian operations.
Auditor's remuneration
Services provided by the Group's auditor and its associates
During the year, the Group (including its overseas subsidiaries) obtained the
following services from the Company's auditor and its associates:
31 December 31 December
2024 2023
US$'000 US$'000
Fees payable to the Company's auditor for the audit of the Parent Company and 65 69
consolidated financial statements
NOTE 6: STAFF COSTS AND DIRECTORS' EMOLUMENTS
Group
Staff costs 31 December 31 December
2024 2023
US$'000 US$'000
Wages and salaries 433 435
Contracted staff 27 116
Pensions and other benefits 18 24
Social security costs 54 61
Share-based payments (note 22) 97 80
Total employee benefits 629 716
Average number of employees from continuing operations 3 3
(excluding Directors)
Group
Directors' emoluments 31 December 31 December
2024 2023
US$'000 US$'000
Wages and salaries 263 537
Pensions and other benefits - -
Social security costs 30 69
Share-based payments (note 22) - 223
Total employee benefits 293 829
The highest paid Director received aggregate cash emoluments of $141k (2023:
$359k) as disclosed in the Directors' Remuneration Report on pages 26 to 28.
NOTE 7: FINANCE INCOME/EXPENSE
Group
Finance income 31 December 31 December
2024 2023
US$'000 US$'000
Interest income - 1
Foreign exchange gain 2,582 1,044
Total finance income 2,582 1,045
Group
Finance expense 31 December 31 December
2024 2023
US$'000 US$'000
Interest on borrowings 1,218 3,508
Other finance charges 61 4
Foreign exchange loss 1,119 737
Total finance expense 2,398 4,429
Interest of borrowings consists of accrued interest on the Eurobond, the
convertible loan note and the EPC loan (see note 16).
NOTE 8: INCOME TAX
Income tax
Group
31 December 31 December
2024 2023
US$'000 US$'000
Deferred tax - -
Current tax - -
Total tax expense - -
Income tax expense is attributable to:
Loss from discontinued operations - -
- -
Numerical reconciliation of income tax result recognised in the statement of
comprehensive income to tax benefit/expense calculated at the Group's
statutory income tax rate is as follows:
Group
31 December 31 December
2024 2023
US$'000 US$'000
Loss from continuing operations before tax (21,336) (5,047)
Profit from discontinued operations before tax - 6,738
Total profit/(loss) before tax (21,336) 1,691
Income tax credit/(charge) using the Group's blended tax rate of 23.9% (2023: 5,334 (432)
25.5%)
Non-deductible expenses (4,282) (337)
Non-taxable income - 1,771
Deferred tax expense - -
Prior year adjustment - (94)
Tax losses utilised - -
Special excess profit tax - Italy - -
Effect of subsidiary undertaking disposed - 64
Current year losses and temporary differences for which no deferred tax asset 1,043 (972)
was recognised
Income tax benefit/(expense) (9) -
Deferred tax
No DTA in respect of carried forward tax losses has been recognised in respect
of any Group company due to doubt about the availability of future profits in
these companies. Total unrecognised losses (gross) in respect of continuing
operations are US$97m (2023: US$30m). Unrecognised losses (gross) relating to
discontinued operations total US$Nil (2023: Nil).
NOTE 9: EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the year.
31 December 31 December
2024 2023
US$'000 US$'000
Result for the year
Total loss for continuing operations for the year attributable to equity (21,366) (5,047)
shareholders
Weighted average number of shares 2,866,858,784 2,613,849,015
Basic and diluted loss per share from continuing operations (US$) (0.007) (0.002)
Total profit for discontinued operations for the year attributable to equity - 6,738
shareholders
Basic earnings per share from discontinued operations (US$) - 0.0025
Diluted earnings per share from discontinued operations (US$) - 0.0024
Diluted loss per share from continuing operations for the current and
comparative period is equivalent to basic loss per share since the effect of
all dilutive potential Ordinary Shares is anti-dilutive. Diluted profit per
share from discontinued operations for the current and comparative period
includes the potential dilutive effect of all share options and warrants that
were "in the money" as at 31 December 2024, being 68,603,712 options. The
potential dilutive shares includes options issued to Directors and management
(note 22).
NOTE 10: INVENTORY
Group
31 December 31 December
2024 2023
US$'000 US$'000
Inventory - Duyung PSC - 35
- 35
Inventory represents the Group's share of inventory held by the Duyung PSC,
which is mainly comprised of drilling spares. Following on from the
impairment of the Duyung PSC, the value of this inventory has been written
down.
NOTE 11: TRADE AND OTHER RECEIVABLES
Group
31 December 31 December
2024 2023
US$'000 US$'000
Current:
Trade receivables 28 38
Indirect taxes receivable 292 180
Other receivables 7 1,133
Prepayments and accrued income 28 48
355 1,399
During the year other receivables relating to the residual proceeds receivable
on the sale of the Italian operations of $238,000 (2023: nil) was written down
leaving a nil value (2023: $780,000) as at the end of the year under review.
Company
31 December 31 December
2024 2023
US$'000 US$'000
Current:
Indirect taxes receivable 26 42
Other receivables 31 346
Intercompany receivables 3,664 3,759
Prepayments 28 43
3,749 4,190
During the year $269,000 (2023: nil) of intercompany receivables in relation
to Duyung PSC were written off as part of the impairment review (see note 20).
NOTE 12: PROPERTY, PLANT AND EQUIPMENT
Group
31 December 31 December
2024 2023
US$'000 US$'000
Office furniture and equipment 3 8
Solar assets 3,257 1,672
3,260 1,680
Reconciliation of the carrying amounts for each class of property, plant and
equipment are set out below:
Group
31 December 31 December
2024 2023
US$'000 US$'000
Office furniture and equipment:
Carrying amount at beginning of year 8 3
Additions 1 7
Depreciation expense (5) (3)
Effect of foreign exchange 0 1
Carrying amount at end of year 3 8
Group
31 December 31 December
2024 2023
US$'000 US$'000
Solar assets:
Carrying amount at beginning of year 1,672 1,851
Additions 1,670 4
Reclassifications - (89)
Depreciation expense (87) (78)
Effect of foreign exchange 2 (16)
Carrying amount at end of year 3,257 1,672
Additions to solar assets for the year consist of operational sites under the
MWG contract of which $780,000 was paid by the Company and $890,000 under the
EPC loan. Reclassifications relate to VAT recoverable in Vietnam that had
previously been capitalised.
Company
31 December 31 December
2024 2023
US$'000 US$'000
Office furniture and equipment 2 7
2 7
Reconciliation of the carrying amounts for each class of property, plant and
equipment are set out below:
Company
31 December 31 December
2023 2022
US$'000 US$'000
Office furniture and equipment:
Carrying amount at beginning of year 7 3
Additions - 7
Depreciation expense (5) (3)
Carrying amount at end of year 2 7
NOTE 13: INTANGIBLE ASSETS
Group
31 December 31 December
2024 2023
US$'000 US$'000
Exploration and evaluation assets 225 18,731
Intangible development assets 778 579
Goodwill 864 880
1,867 20,190
Reconciliation of the carrying amounts for each material class of intangible
assets are set out below:
Group
31 December 31 December
2024 2023
US$'000 US$'000
Exploration and evaluation assets:
Carrying amount at beginning of year 18,731 17,707
Additions 430 1,024
Impairment (18,936) -
Carrying amount at end of year 225 18,731
Exploration and evaluation assets relate to the Group's interest in the Duyung
PSC. Post the year under review, the Company announced a sale agreement for
its 15% interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a
subsidiary of Conrad Asia Energy Ltd ("Conrad"). Under this agreement all
outstanding cash calls made upon the Group, including the $430,000 of
exploration and evaluation assets, would be settled for a one-off payment of
$300,000 and the Group will be released from any obligation to pay future cash
calls. The sale plan also sets out a consideration price of an initial 500,000
share in Conrad with a value of approximately $225,000, with a further
$750,000 shares in Conrad to be delivered to the Company within 45 days of
first commercial production. This sale plan is well below the carrying value
of the exploration and evaluation asset of USD18.9m. Duyung PSC was assessed
under IFRS 5 Held for Sale as at 31 December 2024 and management considered
the requirements of IFRS in respect to the year end classification and
concluded that: the criteria were not met at year end; it was determined that
the sale plan originated after the end of the financial year under review; and
that there was no active search for a buyer at that time. However, indicators
of impairment existed in that sufficient data exists to suggest that although
a development is likely to proceed, the carrying value of exploration and
evaluation assets exceeded the recoverable value of these assets. The best
estimate of fair value was determined by referencing the post year end sale
plan, being $225,000.
Group
31 December 31 December
2024 2023
US$'000 US$'000
Intangible development assets :
Carrying amount at beginning of year 579 428
Additions 230 138
Effect of foreign exchange (32) 13
Carrying amount at end of year 777 579
Intangible development assets comprise additions related to expenditure
directly attributable to the design and development of identifiable and unique
renewables projects controlled by the Group in the Philippines.
Group
31 December 31 December
2024 2023
US$'000 US$'000
Goodwill:
Carrying amount at beginning of year 880 754
Recognised on acquisition - 144
Effect of foreign exchange (16) (18)
Carrying amount at end of year 864 880
Goodwill relates to the acquisition of an additional 8% economic interest the
Coro Clean Energy Philippines Inc.'s renewables operations in the Philippines.
No impairment of goodwill was noted following testing performed at 31 December
2024.
Company
31 December 31 December
2024 2023
US$'000 US$'000
Software:
Carrying amount at beginning of year - 7
Depreciation expense - (7)
Carrying amount at end of year - -
NOTE 14: INTERESTS IN OTHER ENTITIES
Duyung PSC
The Group's wholly owned subsidiary, Coro Energy Duyung (Singapore) Pte Ltd,
is the owner of a 15% interest in the Duyung Production Sharing Contract
("PSC").
The Duyung PSC partners have entered into a Joint Operating Agreement ("JOA"),
which governs the arrangement. Through the JOA, the Group has a direct right
to the assets of the venture, and direct obligation for its liabilities.
Accordingly, Coro accounts for its share of assets, liabilities and expenses
of the venture in accordance with the IFRSs applicable to the particular
assets, liabilities and expenses.
The operator of the venture is West Natuna Exploration Ltd ("WNEL"). WNEL is a
company incorporated in the British Virgin Islands and its principal place of
business is Indonesia.
Coro Renewables VN1 Joint Stock Company
In October 2021, a binding shareholder agreement was signed with VPE and the
Group acquired an 85% interest in the newly incorporated Vietnamese company,
Coro Renewables VN1 Joint Stock Company, which owns 100% of Coro Renewables
VN2 Company Limited, which in turn owns 100% of Coro Renewables Vietnam
Company Limited.
NOTE 15: TRADE AND OTHER PAYABLES
Group
31 December 31 December
2024 2023
US$'000 US$'000
Current
Trade payables 444 123
Other payables 38 40
Accrued expenses 32 243
Joint operations payables 802 254
1,316 660
Trade payables consisted of increases in payables in the UK as the Company
managed its liquidity ahead of the equity fund raise on 5 February 2025.
Company
31 December 31 December
2024 2023
US$'000 US$'000
Current
Trade payables 471 109
Accrued expenses 15 209
486 318
NOTE 16: BORROWINGS
Group
31 December 31 December
2024 2023
US$'000 US$'000
Current
Eurobond 30,362 31,327
Convertible loan note 888 -
EPC loan 1,196 -
32,446 31,327
Company
31 December 31 December
2024 2023
US$'000 US$'000
Current
Eurobond 30,362 31,327
Convertible loan note 888 -
31,250 31,327
Eurobond
In 2019, the Group issued €22.5m three-year Eurobonds with attached warrants
to key institutional investors. The bonds were issued in two equal tranches A
and B, ranking pari passu, with Tranche A paying a 5% cash coupon annually in
arrears, and Tranche B accruing interest at 5% per annum payable
on redemption.
The Eurobonds were due to mature on 12 April 2022 at 100% of par value plus
any accrued and unpaid coupon. Bond subscribers were issued with 41,357,500
warrants to subscribe for ten new Ordinary Shares in the Company at an
exercise price of 4p per share at any time over the three-year term of the
bonds. An additional 6,000,000 warrants were issued to the firm subscriber
Lombard Odier Asset Management (Europe) Limited and underwriter Pegasus
Alternative Fund Ltd. All warrants related to the Eurobonds expired in April
2022 and none were exercised.
The bonds were initially recognised at fair value and subsequently are
recorded at amortised cost, with an average effective interest rate of 18.10%.
In March and April 2022 respectively, the tranche B Noteholders and Tranche A
Noteholders approved the extension of the maturity of the bonds by two years
to 12 April 2024 with an increase in the coupon to 10% accrued annually and
payable in cash on redemption. In addition, the Company undertook to the
Noteholders that in the event of a sale of the Company's interest in the
Duyung PSC to utilise the net cash proceeds of such disposal(s) to first repay
the capital and rolled up interest on the Notes and thereafter to distribute
20% of remaining net proceed(s) to Noteholders. The remaining net proceeds of
any sales would be retained and/or distributed to shareholders by the Company.
The restructured bonds were initially recognised at fair value and
subsequently are recorded at amortised cost, with an average effective
interest rate of 12.10%. The contingent payment upon the sale of the Company's
interest in the Duyung PSC has not been considered in the estimate of the
effective interest rate as it meets the definition of a contingent liability
(note 23).
Since the interest quarter expiring on 12 July 2022, Noteholders had the
option to demand quarterly interest payments in newly issued ordinary shares
of the Company. This election was made for the quarters ended 12 January 2023
and 12 April 2023 (2022: election was made for the quarter ended 12 October
2022) and the quarterly interest was settled in shares. After this date
shareholder approval for the issuance of further shares in the Company as
satisfaction of interest charges expired and all interest accrued since this
date remains accrued and unpaid and included in the balance above.
On 12 April 2024 the Company received a binding Standstill Letter which
provided a conditional standstill on the repayment of the Company's debt
obligations at the time of maturity whilst the ongoing constructive
discussions with the Company in respect of the Eurobonds continued and whilst
certain inflexion points in the business materialised, including the outcome
of the Duyung Operator's farm out process. Under the Standstill Letter the
calculation and accruing of interest will also came to a standstill.
Post the year under review, the company announced that on 5 February 2025 at a
meeting of the bondholders a single resolution to deem the repayment of 75% of
the outstanding principal and accrued interest with the remaining 25% of the
outstanding amount being converted to 311,617,085 new ordinary shares was
approved by the bondholders.
Convertible Loan Note
On the 15 August 2024 the Company entered into a 6-month convertible loan
agreement for $500,000. Should the Company decide not to repay in cash or
default on the Loan, then the Loan is convertible, together with accrued
interest, at the discretion of the Lenders, into such number of new Ordinary
shares of the Company as is the higher of: (a) 946,063,400 Ordinary Shares,
being the number of Ordinary Shares permitted to be issued pursuant to the
authority provided by shareholders at the Company's Annual General Meeting in
April 2024; and (b) such number of Ordinary Shares calculated by dividing the
total amount drawn down under the Loan by the price per Ordinary Share at
which the Company may raise equity funds in the next six months. The 6-month
term Loan attracts an annualised coupon of 40% (20% for the 6-month term),
payable on the amount of the Loan drawn down, and is secured on the shares of
Coro Asia Renewables Limited, the holding company for the Company's renewables
business in the Philippines.
On 6 November 2024 the Company increased the loan by an additional USD250,000
bringing the total of the principal of the loan to USD750,000. No other
changes were made to the original loan agreement of 15 August 2024.
Post the year under review, on 3 April 2025 the convertible loan note
principal and accrued interest was repaid in full.
EPC Loan
On 30 July 2024, the Company announced that the first 10 pilot sites (of an
estimated 900 sites) are now operational and revenue generating under the 14
year Power Purchase Agreement ("PPA") in Vietnam with Mobile World Group
("MWG").
On 27 August 2024, the Company (via one of its Vietnam-domiciled subsidiaries)
has signed a second binding 14 year PPA in Vietnam with MWG to deliver power
at the next 30 sites with a capacity of circa 1MW. The terms of the PPA are
consistent with those of the pilot sites. The Company has also signed an EPC
contract for these sites and agreed upon payment arrangements with the EPC
provider which will in effect provide deferred payment terms for 85% of the
EPC costs.
On 25 September 2024, the Company signed a further 14 year PPA with MWG for
the next 50 sites with a capacity of circa 1.9MW. To facilitate the
construction of these sites, the Company has also entered into an EPC contract
with the EPC provider which will in effect provide deferred payment terms,
with repayment due in June 2025, for 85% of the EPC costs.
At the end of the year under review the EPC loan balance was $1.196m
consisting of $1.153m of principle and $43k of accrued interest.
Net debt reconciliation
An analysis of net debt and the movements in net debt for each of the years
presented is shown below:
Group
31 December 31 December
2024 2023
US$'000 US$'000
Cash and cash equivalents 256 1,095
Borrowings (32,446) (31,327)
Net debt (32,190) (30,232)
Cash and cash equivalents Eurobond Convertible loan note EPC loan Total
US$'000 US$'000 US$'000 US$'000 US$'000
Net debt as at 1 January 2023 166 (28,183) - - (28,017)
Cashflows 980 - - - 980
Eurobond amortisation - (2,107) - - (2,107)
Effects of foreign exchange (51) (1,037) - - (1,088)
Net debt as at 31 December 2023 1,095 (31,327) - - (30,232)
Cashflows (833) - (750) - (1,583)
Non-cash debt amounts - - (25) (1,153) (1,178)
Debt interest / amortisation - (1,062) (113) (43) (1,218)
Effects of foreign exchange (6) 2,027 - - 2,021
Net debt as at 31 December 2024 256 (30,362) (888) (1,196) (32,190)
NOTE 17: SHARE CAPITAL AND SHARE PREMIUM
Number Nominal Share premium Total
000s value US$'000 US$'000
US$'000
As at 1 January 2024 2,866,859 3,826 51,762 55,588
Share issuance during the period - - - -
Closing balance at 31 December 2024 2,866,859 3,826 51,762 55,588
Number Nominal Share premium Total
000s value US$'000 US$'000
US$'000
As at 1 January 2023 2,339,977 3,184 50,862 54,046
Shares issued during the period:
Share issuance for Eurobond interest 486,882 594 804 1,398
Share issuance for 8% increase in Philippines investment 40,000 48 96 144
Closing balance at 31 December 2023 2,866,859 3,826 51,762 55,588
All Ordinary Shares are fully paid and carry one vote per share and the right
to dividends. In the event of winding up the Company, Ordinary shareholders
rank after creditors. Ordinary Shares have a par value of £0.001 per share.
Share premium represents the issue price of shares issued above their nominal
value. As at the date of these financial statements, the Company no unused
authority to issue any new Ordinary Shares.
No dividends were paid or declared during the current period (2022: nil).
Issue of ordinary shares
There were no issues of ordinary shares during 2024.
NOTE 18: RESERVES
Other reserves
Share-based payments reserve
The increase in share-based payments reserve is attributable to the current
period charge relating to options issued to Directors and management of the
Company, which was US$97k (2023: US$303k). US$2.3m (2023: nil) share options
lapsed during the year and were recycled to accumulated losses.
Functional currency translation reserve
The translation reserve comprises all foreign currency differences arising
from translation of the financial position and performance of the Parent
Company and certain subsidiaries, which have a functional currency different
to the Group's presentation currency of USD. The total gain on foreign
exchange recorded in other reserves for the year was US$361k (2023: US$3,339k
loss).
NOTE 19a: DISPOSAL OF SUBSIDIARY
In August 2022 the Group entered into an option agreement with Zodiac Energy
plc ("Zodiac") whereby Zodiac acquired the right to acquire 100% of the issued
share capital of CEL for a total consideration of up to €7.5 million (the
"Option Agreement"), which included up to an aggregate of €1.5 million
through a 10% net profit interest ("NPI"). As announced by the Company on 24
August 2022, Zodiac paid a non-refundable deposit of €0.3 million, which was
recognised as income in the 2022 financial period, with a further €5.7
million to be paid in cash on completion and further contingent NPI payments.
Additionally, Zodiac was liable to pay a working capital adjustment to the
Group for the net working capital as at the completion date which as at 31
December 2023 totalled US$472k (see note 21), and the Company was liable to
discharge certain tax obligations in Italy at completion. A definitive sale
and purchase agreement ("SPA") was executed on 27 March 2023 and the disposal
completed on 8 November 2023. From this date CEL ceased to be consolidated as
a group company.
During the 2024 financial year the Company received $736,000 of the residual
value of proceeds which included the 12 June 2024 agreement to accelerate the
next 9 payments for a 22% discount on those payments. As at 31 December 2024
the residual proceeds receivable in relation to the sale of the Italian
operations was $298,000 (2023: $780,000, however a provision of $298,000
(2023: nil) was raised against the recoverability of these residual proceeds.
NOTE 19b: DISPOSAL OF INVESTMENT IN ASSOCIATED COMPANY
On 24 August 2023, the Company completed the disposal of its 18.76%
shareholding in IVHL to a privately owned entity based in USA.
Cash consideration was £1.25m of which £1m ($1.286m) paid on completion and
the remaining £250,000 ($314,000) was received by 11 April 2024. The
original shareholding had been acquired for £500,000 ($662,000) in 2020. This
resulted in a gain on disposal of $1.3m.
NOTE 20: INVESTMENT IN, AND LOANS TO, SUBSIDIARIES
Company
2024 2023
US$'000 US$'000
Cost
At 1 January 52,518 52,374
Additions 104 144
At 31 December 52,622 52,518
Accumulated impairment
At 1 January (33,298) (33,298)
Impairment (16,918) -
At 31 December (50,216) (33,298)
Impact of foreign exchange (972) (537)
Net book value
At 31 December 1,434 18,683
The impairment of investment in subsidiaries relates to Company's interest in
the Duyung PSC. Post the year under review, the Company announced a sale plan
for its 15% interest in the Duyung PSC to West Natuna Exploration Ltd, a
subsidiary of Conrad Asia Energy Ltd. The sale plan set out a consideration
price of an initial 500,000 share in Conrad with a value of approximately
US$225,000, with a further US$750,000 shares in Conrad to be delivered to the
Company within 45 days of first commercial production, which is well below the
carrying value of the investment in Duyung PSC. As such management considered
that indicators of impairment existed in that sufficient data exists to
suggest that although a development is likely to proceed, but that the full
carrying value of investment in Dyung PSC will not be recovered and was
impaired by $16.9m to a year end balance of $225,000 (see note 13).
In January 2023 the Company increased its entitlement to future dividends from
the Philippines projects held by Coro Clean Energy Philippines Inc. from 80%
to 88% under a restructuring agreement. The consideration paid consisted of
$102,000 in cash and 375,000 new ordinary shares in the Company valued at
$2,000.
On 8 November 2023, the Company sold its interest in its Italian operations
via the sale of CEL (note 19a). The carrying value of CEL was Nil as at the
disposal date. Previously reported related parties with respect to CEL have
therefore been removed from the table below.
The Company's subsidiary undertakings at the date of issue of these financial
statements are set out below:
Name Incorporated Principal activity % owned Registered address
Coro Energy Asia Limited* England Holding company 100% c/o Pinsent Masons LLP, 1 Park Row, Leeds, England LS1 5AB
Coro Energy Holdings Cell A Limited England Holding company 100% c/o Pinsent Masons LLP, 1 Park Row, Leeds, England LS1 5AB
Coro Energy (Singapore) Pte Ltd* Singapore Holding company 100% 80 Robinson Road #02-00, Singapore 068898
Coro Energy Bulu (Singapore) Pte Ltd* Singapore Holding company 100% 80 Robinson Road #02-00, Singapore 068898
Coro Energy Duyung (Singapore) Pte Ltd* Singapore Exploration and development company 100% 80 Robinson Road #02-00, Singapore 068898
Coro Asia Renewables Ltd(†) Scotland Holding company 100% 12 Traill Drive, Montrose
DD10 8SW, Scotland
Coro Clean Energy Philippines Inc* # Philippines Exploration and development company 40% 1008 The Infinity Tower, 26th Street, Bonifacio Global City, Taguig City,
Fourth District, National Capital Region, Philippines, 1634.
Coro Philippines Project 109 Inc* Philippines Exploration and development company 39.98% 1008 The Infinity Tower, 26th Street, Bonifacio Global City, Taguig City,
Fourth District, National Capital Region, Philippines, 1634
Coro Philippines Project 121 Inc* Philippines Exploration and development company 39.98% 1008 The Infinity Tower, 26th Street, Bonifacio Global City, Taguig City,
Fourth District, National Capital Region, Philippines, 1634
Coro Philippines Project 128 Inc* Philippines Exploration and development company 39.98% 1008 The Infinity Tower, 26th Street, Bonifacio Global City, Taguig City,
Fourth District, National Capital Region, Philippines, 1634
Coro Clean Energy Ltd England Holding company 100% c/o Pinsent Masons LLP, 1 Park Row, Leeds, England LS1 5AB
Coro Clean Energy Vietnam Ltd* England Holding company 100% c/o Pinsent Masons LLP, 1 Park Row, Leeds, England LS1 5AB
Coro Renewables VN1 Joint Stock Company* Vietnam Holding company 92.5% 136 - 138 Vanh Dai Tay, Town 4, An Khanh Ward, Thu Duc City, Ho Chi Minh City,
Vietnam
Coro Renewables VN2 Company Ltd* Vietnam Holding company 92.5% 136 - 138 Vanh Dai Tay, Town 4, An Khanh Ward, Thu Duc City, Ho Chi Minh City,
Vietnam
Coro Renewables Vietnam Company Ltd* Vietnam Exploration and development company 92.5% 136 - 138 Vanh Dai Tay, Town 4, An Khanh Ward, Thu Duc City, Ho Chi Minh City,
Vietnam
* Indirectly held.
† Formerly Global Energy Partnership Limited, acquired on 17 March
2021.
# The Group has 80% economic interest and management's judgement is that
Company controls this entity
I
The following subsidiaries are exempt from audit for the 2024 financial year
under s477 of the Companies Act 2006: Coro Clean Energy Limited, Coro Energy
Asia Limited, Coro Energy Holdings Cell A Limited, Coro Clean Energy Vietnam
Limited, and Coro Asia Renewables Limited.
Loans to and from subsidiaries
Company
2023 US$'000
Loans to subsidiaries 1,665
Loans from subsidiaries (5,267)
Net loans at 31 December 2023 (3,602)
2024
Additional loans to subsidiaries 774
Additional loans from subsidiaries (736)
Write down of loans to subsidiaries (1,679)
Write down of loans from subsidiaries 5,797
Effects of foreign exchange 36
Net loans at 31 December 2024 590
Loans to subsidiaries comprise advances to and from Coro Energy Holdings Cell
A Limited and Coro Clean Energy Vietnam Limited which are unsecured, interest
free and are repayable on demand. Following the decision to impair the
investment in Duyung PSC the loans to and from Coro Energy Holdings Cell A
Limited were written off in full.
NOTE 21: FINANCIAL INSTRUMENTS
Carrying amount versus fair value
The fair values of financial assets and financial liabilities, together with
the carrying amounts in the consolidated statement of financial position, are
as follows:
31 December 2024
Group
Carrying amount Fair value
US$'000 US$'000
Financial assets
Trade receivables (current and non-current) 34 34
Cash and cash equivalents 256 256
Financial liabilities
Trade and other payables 1,317 1,317
Borrowings (current and non-current) 32,446 32,446
31 December 2023
Group
Carrying amount Fair value
US$'000 US$'000
Financial assets
Trade receivables (current and non-current) 1,335 1,335
Other financial assets > 1 year 472 472
Cash and cash equivalents 1,095 1,095
Financial liabilities
Trade and other payables 660 660
Borrowings (current and non-current) 31,327 31,327
31 December 2024
Company
Carrying amount Fair value
US$'000 US$'000
Financial assets
Trade and intercompany receivables (current and non-current) 3,724 3,724
Cash and cash equivalents 156 156
Financial liabilities
Trade and other payables 486 486
Borrowings (current and non-current) 31,244 31,224
31 December 2023
Company
Carrying amount Fair value
US$'000 US$'000
Financial assets
Trade and intercompany receivables (current and non-current) 4,190 4,190
Cash and cash equivalents 573 573
Financial liabilities
Trade and other payables 3,920 3,920
Borrowings (current and non-current) 31,237 31,237
Determination of fair values
All the Group's financial instruments are carried at amortised cost. The
carrying value of trade and other receivables, cash and cash equivalents and
trade and other payables approximates their fair value. Borrowings comprises
the Group's Eurobond, which is listed on the Luxembourg Stock Exchange.
Financial risk management
Exposure to credit, market and liquidity risks arise in the normal course of
the Group's business.
This note presents information about the Group's exposure to each of the above
risks, their objectives, policies and processes for measuring and managing
risk, and the management of capital.
Risk recognition and management are viewed as integral to the Group's
objectives of creating and maintaining shareholder value, and the successful
execution of the Group's strategy. The Board as a whole is responsible for
oversight of the processes by which risk is considered for both ongoing
operations and prospective actions. In specific areas, it is assisted by the
Audit Committee.
Management is responsible for establishing procedures that provide assurance
that major business risks are identified, consistently assessed and
appropriately addressed.
(i) Credit risk
The Group is exposed to credit risk on its cash and cash equivalents and trade
and other receivables. The maximum exposure to credit risk is represented by
the carrying amount of each financial asset as shown in the table above and in
note 19.
Credit risk with respect to cash is reduced through maintaining banking
relationships with financial intermediaries with acceptable credit ratings.
All banks with which the Group has a relationship have an investment grade
credit rating and a stable outlook, according to recognised credit rating
agencies.
The Group undertakes credit checks for all material new counterparties prior
to entering into a contractual relationship.
(ii) Market risk
Interest rate risk
The Group is primarily exposed to interest rate risk arising from cash and
cash equivalents that are interest bearing. The Group's Eurobond bears
interest at a fixed rate. Interest rate risk is currently not material for the
Group.
Currency risk
The Group operates internationally and is exposed to foreign exchange risk.
Foreign exchange risk arises from future commercial transactions and
recognised assets and liabilities denominated in a currency that is not the
functional currency of the relevant Group entity.
The Group's and Company's exposure to foreign currency risk at the end of the
reporting period is summarised below. All amounts are presented in US Dollar
equivalent.
Group
2024 2024 2024 2024 2024 2024 2023
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 2023 US $'000
USD SGD PHP VND GBP EUR US$'000 EUR
USD
Trade and other receivables 15 - - 207 40 - 27 798
Other financial assets > 1 year - - - - - - - 472
Cash and cash equivalents 198 - 21 21 15 1 397 1
Trade and other payables (908) (40) (4) 46 (517) - (284) -
Borrowings (current and non-current) (888) - - (1,196) - (30,241) - (31,327)
Net exposure (1,583) (40) 17 (922) (462) (30,240) 140 (30,056)
Sensitivity analysis
As shown in the table above, the Group is exposed to changes in USD exchange
rate. The table below shows the impact in USD on pre-tax profit and loss of a
10% increase/decrease in exchange rates, holding all other variables constant:
Group
2024 2024 2024 2024 2024 2024 2023
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 2023 US $'000
USD SGD PHP VND GBP EUR US$'000 EUR
USD
Net exposure (1,579) (40) 17 (921) (462) (30,240) 140 (30,056)
10% strengthening of currency to USD rate - 4 (2) 92 46 3,024 - 2,820
10% weakening of currency to USD rate - (4) 2 (92) (46) (3,024) - (2,820)
Company
2024 2024 2024 2024 2024 2024 2023
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 2023 US $'000
USD SGD PHP VND GBP EUR US$'000 EUR
USD
Trade and other receivables - - - - 85 - 3,440 31
Inter-company loans 2,274 - - - - - 2,274 -
Cash and cash equivalents 140 - - - 15 1 140 1
Loans to subsidiaries - -
Trade and other payables (3) - - - (399) (84) (2,398) (2,643)
Borrowings (current and non-current) (888) - - - - (30,241) - (31,327)
Net exposure 1,523 - - - (299) (30,324) 3,456 (33,938)
Sensitivity analysis
As shown in the table above, the Company is exposed to changes in USD exchange
rate. The table below shows the impact in USD on pre-tax profit and loss of a
10% increase/decrease in exchange rates, holding all other variables constant.
Company
2024 2024 2024 2024 2024 2024 2023
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 2023 US $'000
USD SGD PHP VND GBP EUR US$'000 EUR
USD
Net exposure 1,523 - - - (299) (30,324) 2,701 (33,938)
10% strengthening of currency to USD rate - - - - 30 3,032 - 3,032
10% weakening of currency to USD rate - - - - (30) (3,032) - (3,026)
(iii) Capital management
The Group's policy is to maintain a strong capital base so as to maintain
creditor confidence and to sustain future development of the business,
safeguard the Group's ability to continue as a going concern and provide
returns for shareholders.
As explained further in note 16 and note 2c, the Group's Eurobonds are due to
mature in April 2024 at 100% of par value plus any accrued and unpaid coupon.
(iv) Liquidity risk
The Group's approach to managing liquidity is to ensure that it will always
have sufficient liquidity to meet its liabilities when due. Refer to the going
concern statement in note 2c for further commentary.
The table below analyses the Group's financial liabilities into relevant
maturity groupings based on their contractual maturities. The amounts
presented are the contractual undiscounted cash flows.
Group
31 December 2024 Less than 6 to 12 Between Between Total contractual cash flows
6 months months 1 and 2 years 2 and 7 years US$'000
US$'000 US$'000 US$'000 US$'000
Trade and other payables 1,317 - - - 1,317
Borrowings 32,446 - - - 32,446
Total 33,763 - - - 33,763
31 December 2023 Less than 6 to 12 Between Between Total contractual cash flows
6 months months 1 and 2 years 2 and 7 years US$'000
US$'000 US$'000 US$'000 US$'000
Trade and other payables 660 - - - 660
Borrowings - 31,327 - - 31,327
Total 660 31,327 - - 31,987
Company
31 December 2024 Less than 6 to 12 Between Between Total contractual cash flows
6 months months 1 and 2 years 2 and 7 years US$'000
US$'000 US$'000 US$'000 US$'000
Trade and other payables 486 - - - 486
Borrowings 31,250 - - - 31,250
Total 31,736 - - - 31,736
31 December 2023 Less than 6 to 12 Between Between Total contractual cash flows
6 months months 1 and 2 years 2 and 7 years US$'000
US$'000 US$'000 US$'000 US$'000
Trade and other payables 3,920 - - - 3,920
Borrowings - 31,327 - - 31,327
Total 3,920 31,327 - - 35,247
NOTE 22: SHARE-BASED PAYMENTS
Share options and warrants
The following equity settled share-based awards have been made under the
Company's discretionary share option plan.
31 December 2024 31 December 2023
Average exercise price per option (pence) Number of options Average exercise price per option Number of options
(pence)
As at 1 January 0.15 221,013,166 1.03 193,013,166
Granted during the year - - 0.255 70,000,000
Expired during the year 4.38 (117,409,454) 4.38 (42,000,000)
Forfeited during the year - - - -
As at 31 December 0.15 103,603,712 0.15 221,013,166
Vested and exercisable at 31 December - - - -
All remaining unvested options vest after three years of continuous service
with the Company and on condition that the mid-market closing price per Coro
ordinary share on the last day of the three year vesting period is equal to or
higher than 0.46 pence per ordinary share for 2021 grants and higher than 0.43
pence per ordinary share for 2022 grants. Grants issued in 2023 are
exercisable once certain performance criteria have been met. Once vested,
the Options may be exercised at any time until the sixth anniversary of
grant.
Options granted in 2023 are conditional upon a final investment decision
having been taken by the partners to the Duyung PSC or the successful sale of
Coro's interest in the Duyung PSC.
The fair value of services rendered in return for 2023 share options is based
on the fair value of share options granted and was measured using a Black
Scholes model.
The inputs used in the measurement of the options granted during the year are
summarised in the table below, with the volatility estimate of 61% based on
the Company's historical volatility:
February 2023
options
Fair value at grant date (p) 0.13
Share price at grant date (p) 0.24
Exercise price 0. 26
Expected volatility 61%
Option life 3 years
Risk-free interest rate (based on yield on five-year gilts) 3.2%
Expiry date 9 February 2028
p - British pence.
The fair value of the options granted are spread over the vesting period. The
amount recognised in the income statement for the year ended 31 December 2024
was $97k (2023: US$303k). Furthermore, US$2.3m (2023: nil) share options
lapsed during the year and were recycled to accumulated losses.
During the year no options were granted.
NOTE 23: CONTINGENCIES AND COMMITMENTS
Commitments
Under the terms of the sale agreement of the Group's 15% interest in Duyung
PSC, approved by shareholders at a General Meeting on 14 May 2025, the Group
will make a one-off payment of $300,000 as final settlement of all outstanding
joint operations payables. Furthermore, the Group is released from any further
obligation to fund future joint operation costs. The Group had no committed
work programmes in it Philippine or Vietnam operations at the reporting date.
Contingent liabilities
The Company has received a potential claim for fees in relation to services
claimed to have been provided in relation to the Company's 2024 convertible
loan note and the recently completed fundraising and recapitalisation of the
business. The Company does not believe there is merit in the potential claim
but in the event that a claim was commenced and the party claiming the fees
was ultimately successful then the Company could be in a position where it has
to pay a material amount of money for which it has currently made no
provision.
NOTE 24: RELATED PARTY TRANSACTIONS
Key management personnel compensation
2024 2023
US$'000 US$'000
Short-term benefits 698 926
Share-based payments 97 303
Key management personnel consists of the Directors of the Company and James
Parsons, Ewen Ainsworth (CFO) (resigned 1 March 2024) and Michael Carrington
(COO) (resigned 12 October 2024).
On 15 August 2024, the Company entered into a convertible loan agreement in
which Tom Richardson, non-executive chair of the Company, is also a director
of Fenikso Limited being one of the providers of the loan. The independent
director of the Company, Harry Beamish, having consulted with the Company's
nominated adviser, considers the terms of the Loan to be fair and reasonable
insofar as the Company's shareholders are concerned.
NOTE 25: SUBSEQUENT EVENTS
On 9 January 2025, the Company announced a proposed equity and share capital
reorganisation to be considered by shareholders at a General Meeting.
Additionally, the Company announced a proposed redemption and conversion of
the Eurobonds to be considered by bondholders at a Bondholder Meeting.
On 16 January 2025, the Company announced that a further 47 sites (circa
1.4MW) installed under the Power Purchase agreement signed with Mobile World
Group ("MWG") are operational and generating revenue. This brings the total
operational sites with MWG to 84 (circa 2.6MW).
On 5 February 2025, the Company announced the results of the General Meeting
and Bondholder meetings. Shareholders approved the share capital
reorganisation whereby 100 Existing Ordinary Shares of 0.1 pence each in the
issued share capital of the Company will be consolidated into one Consolidated
Share of 10 pence each, and an equity fundraising of £2.1m. Furthermore, at a
meeting of Bondholders, the bondholders approved the redemption of the
Eurobonds whereby all the principal and interest outstanding under the Bonds
will be deemed to have been repaid in full with approximately 75% of the
principal and all accrued interest written off and with the balance of the
principal converted into 311,617,085 Bond Conversion Shares. As set out in
note 23 the Company has received a potential claim for fees in relation to
services claimed to have been provided in relation to this completed
fundraising and recapitalisation of the business. The Company does not believe
there is merit in the potential claim but in the event that a claim was
commenced and the party claiming the fees was ultimately successful then the
Company could be in a position where it has to pay a material amount of money
for which it has currently made no provision.
On 20 March 2025, the Company announced that it had signed a further addendum
to the existing Power Purchase Agreement with MWG to deliver power at the next
46 sites with construction commencing immediately.
On 10 April 2025, the Company announced that it had entered into an agreement
in relation to the sale, by its wholly-owned subsidiary Coro Energy Duyung
(Singapore) Pte Ltd, of its 15% participating interest in the Duyung PSC to
West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd.
The terms of the agreement of the sale are conditional, inter alia, on:
(i) approval from Indonesia's Ministry of Energy and Mineral Resources
and
(ii) the approval of the terms of the Agreement by Shareholders of Coro
at a general meeting
The terms of the Agreement provide for:
(i) the release of Coro Duyung from any obligation to pay existing or
future cash calls;
(ii) a total cash consideration of US$300,000 to be paid by Coro to WNEL
following Shareholder Approval. This payment represents a US$477,000 saving
on the amounts Conrad maintains is outstanding by Coro Duyung as at the end of
December 2024
(iii) following receipt of Government Approval, the issuance to the Company
of 500,000 new ordinary shares at no par value in Conrad. The Conrad Shares
had a value of approximately US$225,000 based on the AU$0.75 closing share
price of Conrad on 9 April 2025; and
(iv) within 45 days of the first commercial production in respect of the
Duyung PSC, the issue of further new ordinary shares in Conrad ("Additional
Conrad Shares") to Coro equal in value to US$750,000. To the extent that
Conrad or WNEL's interest in the Duyung PSC falls below 20% at that time, then
such payment may be reduced dependent on the extent of that reduction on
interest.
On 14 May 2025, shareholders at a General Meeting approved the sale of the
Group's participating interest in the Duyung PSC.
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