REG - Europa Oil & Gas - Final results for 17-months to 31 December 2025
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RNS Number : 7816F Europa Oil & Gas (Holdings) PLC 27 May 2026
Europa Oil & Gas (Holdings) plc / Index: AIM / Epic: EOG / Sector: Oil
& Gas
27 May 2026
Europa Oil & Gas (Holdings) plc
("Europa" or the "Company")
Final results for the 17-months to 31 December 2025
Europa Oil & Gas (Holdings) plc, the AIM traded West Africa, UK and
Ireland focused oil and gas exploration, development and production company,
announces its final audited results for the 17-month period ended 31 December
2025.
The full Annual Report and Accounts will be available shortly on the Company's
website at www.europaoil.com (http://www.europaoil.com) and will be mailed to
those shareholders who have requested a paper copy.
Financial Performance
17 months to 31 December 2025 versus 12 months to 31 July 2024
· Revenue £3.9 million (12 months to 31 July 2024: £3.6 million)
· Gross profit of £0.3 million (12 months to 31 July 2024: £0.3
million)
· Administrative expenses of £2.4 million (12 months to 31 July 2024:
£1.9 million) representing a decrease on a pro-rata time basis
· Pre-tax loss of £2.7 million (12 months to 31 July 2024: £6.8
million)
· Net cash used in operating activities £0.2 million (12 months to 31
July 2024: £0.6 million)
· Cash balance at 31 December 2025: £0.3 million (31 July 2024: £1.5
million)
Operational Highlights
Equatorial Guinea
· In December 2025, the Company, via its 42.9% stake in Antler Global
Limited ("Antler"), signed a binding Farm-out Agreement ("FOA") with Fuhai
(Beijing) Energy Limited ("Fuhai") under which Fuhai acquired a 40% interest
in the EG-08 PSC in offshore Equatorial Guinea, subject to the relevant
regulatory approvals
· Fuhai will fund 95% of the Barracuda well costs (capped at $53
million) with Antler funding the remaining 5%
· The well targets the 893 BCF Barracuda prospect
· Antler remains operator
· Fuhai will recover its carry (with interest on 45%, capped at 5%)
from production revenues; interest is waived if no commercial discovery
· EG-08 holds ~2.2 TCF prospective resources (Pmean), with Barracuda as
the primary target and estimated to be 893 BCF (Pmean) with an 80% chance of
success
· Post-deal ownership: Antler 40% (Operator), Fuhai 40%, GEPetrol 20%,
resulting in a net attributable percentage to Europa of 17.2%
· Drilling of Barracuda is expected to commence in late 2026 or early
2027 following receipt of necessary approvals
Offshore Ireland
· 100% interest in the FEL 4/19 licence containing the 1.5 TCF (Pmean)
Inishkea West gas prospect, located near the Corrib gas field, enabling
potential infrastructure synergies and low carbon-intensity gas supply
· Attractive project economics, with an estimated post-tax NPV10 of
US$2.0 billion
· The Company continues to seek a farm-in partner and believes the
asset could be brought online quickly due to its proximity to existing
infrastructure
· A successful discovery could supply over two thirds of Ireland's gas
demand by 2030
· Post-Period end, the Phase 1 FEL 4/19 licence term was extended to 31
January 2028, providing additional time for technical evaluation and efforts
to secure a farm-in partner
Onshore UK
· Wressle produced an average 281 bopd (Europa's net share: 84 bopd)
· Development plans include a new well targeting the Penistone Flags
reservoir and a gas monetisation solution
· A five-year extension to the DL003 licence at West Firsby was secured
in November 2025
· The Company continues to investigate and assess options to increase
returns from the UK onshore sites
Post Reporting Period Events
· Europa successfully raised a total of £4.1 million, of which £3.5
million was through the placing of new ordinary shares to institutional
investors. The Company also raised further aggregate gross proceeds of
£640,000 following an oversubscribed WRAP retail offer, (the "Placing")
· The proceeds of the Placing will go towards financing drilling of the
Barracuda prospect and provide general working capital to support working
commitments on other licence interests. The Placing has further strengthened
the Company's balance sheet and demonstrates the ongoing shareholder support
for the business
· At Cloughton in North Yorkshire planning approval to test and
appraise the commerciality of the 137 BCF resource was refused by the North
Yorkshire Council planning committee in May 2026, against the recommendation
of the Council's own planning officers. The Company is now assessing options
with a view to appealing. The application is supported by 13 studies from
independent experts, and a farm-in partner is being sought
Change of accounting reference date
· Last year, Europa announced a change to its accounting reference date
from 31 July to 31 December. This change aligns the Company's financial
reporting period with the calendar year and allows for enhanced comparability
with peer companies in the oil and gas industry. It also aligns more closely
with industry standard timeframes for project work programmes and budgets. As
a result, the full annual report covers the 17-month period ending 31 December
2025. In accordance with Rule 18 of the AIM Rules, therefore, the Company has
prepared these final results for the 17 months to 31 December 2025. The
comparative figures are presented for the 12 months ended 31 July 2024.
William Holland, CEO of Europa, said:
"The 17-month period to 31 December 2025 has been the most significant in
Europa's recent history, and one that I believe sets the Company on a
genuinely transformational path. We have made meaningful progress across our
portfolio, but it is the signing of the Farm-out Agreement with Fuhai Energy
in Equatorial Guinea that stands out as the defining moment of the period.
The farmout of a 40% interest in the EG-08 licence to Fuhai, securing a carry
on the Barracuda exploration well, is the direct result of three years of
careful technical and commercial work since we first acquired our stake in
Antler. Fuhai's decision to commit is a powerful endorsement of the quality of
the asset given their scale and experience as a major player in China's
petrochemicals sector. With an estimated 893 BCF (Pmean) of prospective
resource, coupled with an 80% geological chance of success, Barracuda is a
genuinely high-quality exploration target, and we are targeting spud in Q4
2026 or early 2027.
Beyond EG-08, encouraging progress continues to be made across our broader
portfolio. At Wressle, production averaged 281 bopd gross throughout the
period and the development plan to target the Penistone Flags reservoir
continues to advance. In Ireland, Inishkea West remains an exceptional
undrilled gas prospect and the recently approved licence extension to January
2028 gives us additional time to secure the right farm-in partner. We remain
confident in the merits of the Cloughton gas appraisal well and are pursuing
an appeal whilst opening a data room to attract a farm-in partner.
The oversubscribed £4.1 million equity raise completed after the period end
reflects the continued support of our shareholders and strengthens our balance
sheet ahead of what promises to be an exciting year. We remain debt-free, our
UK production continues to generate cash, and we now have a funded pathway to
drilling a well that could genuinely change the scale of the business. We look
forward to keeping shareholders updated as we move towards that milestone."
For further information, please visit www.europaoil.com
(http://www.europaoil.com/) or contact:
William Holland Europa Oil & Gas (Holdings) plc mail@europaoil.com
Samantha Harrison / Ciara Donnelly / Elliot Peters Grant Thornton UK LLP - Nominated Adviser +44 (0) 20 7383 5100
Peter Krens Tennyson Securities +44 (0) 20 7186 9033
Patrick d'Ancona / Anna Sutton / Safia Colebrook Vigo Consulting +44 (0) 20 7390 0230
Chairman's Statement
As we move into the next phase of Europa's development, I am pleased to
reflect on a period of meaningful progress across our portfolio. Although we
continue to tackle ongoing volatility in global energy markets, Europa has
successfully advanced its strategic priorities, maintained disciplined capital
management, and achieved key milestones that we believe will prove
transformational for the Company in the years ahead.
I have been a long-term shareholder in the Company, and I am excited to lead
the Board through what should be an exciting and transformational period for
the Company and its shareholders.
Europa successfully raised a total of £4.1 million, of which £3.5 million
was through a placing in March 2026, strengthening our working capital
position and underpinning funding for the drilling of the Barracuda prospect
and our wider licence commitments. This was complemented by an oversubscribed
WRAP retail offer which raised further funds of approximately £640,000,
demonstrating continued support from both existing and new shareholders for
our strategy and providing us with greater financial flexibility. The
resulting dilution was dictated as always by market conditions for small
companies, but it did provide the basis for what may prove to be a
transformational upside.
Building on the anticipated momentum from our expansion into Equatorial
Guinea, having now secured a strong, well financed farm-in partner to carry us
through drilling, alongside ongoing developments at our UK onshore sites in
Cloughton and Wressle and a further licence extension for our Irish assets, I
am confident that Europa remains in a strong position to sustain its growth
trajectory. I look forward to keeping shareholders informed of our progress as
we move forward in 2026 and beyond.
Equatorial Guinea
We achieved a pivotal milestone in December 2025 with the signing of a formal
Farm-out Agreement with Fuhai, under which Antler agreed to farm out a 40%
interest in the EG-08 PSC in offshore Equatorial Guinea. This agreement
represents a significant milestone for Europa and validates the quality of the
asset, set to be one of the highest-profile exploration wells to be drilled in
the region. Fuhai is a large and important player in China's petrochemicals
market, and we are delighted to have entered an agreement with such an
excellent partner that shares Europa's ambition to drill and develop the
Barracuda prospect as expeditiously as possible. Their involvement is
testament to the valuable potential of the well: it is estimated to hold 893
BCF (Pmean) of prospective resource with an 80% chance of success, supported
by direct hydrocarbon indications on seismic data. When coupled with the
wealth of exploration and development project experience held by the Europa
team, it is clear to see the underlying strength of the opportunity.
Fuhai will fund 95% of the total cost of the drilling of Barracuda, removing
the capital burden from Europa whilst preserving material upside for
shareholders with the net attributable percentage to Europa standing at
17.2% 1 . Our intention is to drill Barracuda at the earliest opportunity, and
we currently expect drilling to commence in late 2026 or early 2027 following
necessary approvals, which we remain confident will be secured. We therefore
view EG-08 as a high value, low risk opportunity that could be swiftly brought
into production once appraised given its proximity to existing infrastructure.
We believe a successful result at Barracuda would be genuinely
transformational for the Company. In the lead-up to the Farm-out Agreement,
the EG-08 licence also benefitted from a 12-month Phase 1 extension, as
announced in October 2025, which provided the necessary runway to complete
commercial negotiations and ensure the pathway to drilling remains firmly
intact.
Offshore Ireland
In offshore Ireland, Europa holds a 100% interest in the FEL 4/19 licence,
containing the large Inishkea West gas prospect, which has an estimated Pmean
prospective resource of 1.5 TCF and a post-tax NPV10 of US$2.0 billion. The
prospect offers a compelling combination of scale, low-carbon credentials,
with a carbon intensity of just 2.8 kg CO₂/boe versus 36 kg CO₂/boe for
UK-imported gas, and proximity to the producing Corrib gas field
infrastructure. The prospect also has the potential to play a key role in the
transition to renewable power, as a source of low emission energy for Ireland,
reducing their reliance on imported gas.
Europa continues to actively market Inishkea West to potential farm-in
partners, and the Irish government's increasing focus on domestic energy
security continues to provide a constructive backdrop for this asset. Post
period-end, the Irish Government's Department of Climate, Energy and the
Environment approved the extension of the FEL 4/19 Licence to 31 January 2028,
which will enable further technical studies of the licence to be completed and
provides us with additional time to secure an appropriate partner.
Onshore UK
Our onshore UK portfolio continues to deliver steady operational progress
across each of our producing and development assets and underpins our efforts
to advance the development of our other high-potential assets. We also see
significant opportunities for growth in our onshore UK assets, with the
current macroeconomic climate emphasising the importance of reliable, domestic
energy supplies.
After the currently scheduled end of the Energy Profits Levy, or windfall tax,
in early 2030, the replacement Oil & Gas Price Mechanism (OGPM) will
reduce the headline tax rate on profits for UK producers to 40%, down from
78%. The OGPM regime will tax actual revenues in excess of certain thresholds,
currently $90 per barrel for oil and 90 pence per therm for gas, at 35%. We
believe this could increase the attractiveness of our onshore UK assets.
At Wressle, our most significant producing asset, gross production averaged
281 barrels of oil per day ("bopd") throughout the 17-month period, with
Europa's net share equating to 84 bopd. The Wressle development plan is
advancing to deliver the next phase of growth, including a development well to
target the Penistone Flags reservoir, as well as a gas monetisation solution.
Planning application for the Penistone Flags reservoir is set to be determined
by North Lincolnshire's Council after the operator has submitted an
environmental statement (ES) to support the application. The ES will focus
upon the use of a non-renewable resource and climate change impacts, socio
economic matters and cumulative effects, and is expected to be submitted in Q2
2026.
A further important milestone for our UK onshore business came in November
2025 with the announcement of a five-year extension to the DL003 licence,
which holds the Company's West Firsby asset. This extension provides
operational continuity and the long-term framework within which to optimise
and maximise the value of this producing field.
At Cloughton, our 40%-owned gas appraisal opportunity in North Yorkshire, the
planning application for appraisal drilling was rejected by the Planning
Committee of North Yorkshire Council in May 2026. The rejection was despite 13
independent reports that all supported the planning application confirming
that the selected pad location is well-suited for the appraisal well and the
potential development of the 137 BCF gas-in-place resource. The Company is
currently reviewing its options with a view to appealing the decision and is
confident that on appeal the planning permission will be approved.
We have opened a data room for Cloughton and are actively seeking a farm-in
partner to fund the appraisal of the Cloughton gas discovery. The potential to
unlock considerable value from a successful appraisal is substantial, and with
the assistance of the newly stated OGPM, will further enhance Cloughton's
attractiveness to prospective partners.
Board
The period saw important changes to the composition of the Board. In December
2024, I was appointed to the Board as Non-Executive Director, before becoming
Non-Executive Chairman two months later. I have long held the view that Europa
has considerable underlying potential and have continued to grow my equity
stake in the business over the past year, reinforcing my alignment with
shareholders and support for the Company's strategy. Now well-established in
that role, I remain focused on supporting the Europa Board and management team
to deliver on our goal of delivering substantial shareholder value through our
strong portfolio of producing, appraisal and exploration assets.
To ensure the correct balance of independence on the Board, Alastair Stuart
stepped down from the Board in December 2024 but has continued in his role as
Chief Operating Officer, providing valuable guidance and playing a crucial
role in the execution of the Company's strategy.
Brian O'Cathain also made the decision to resign from the Board in February
2025, and I would like to reiterate our thanks to Brian for his valuable
contributions to the business over the past seven years. On behalf of the
Board, we wish him every success in the future.
Importantly, I am grateful to all our Board members and the wider management
team for their commitment and hard work throughout what has been a
particularly busy period for the Company.
Market Commentary
Early 2026 has seen a large shift in the global energy landscape, with recent
events in the Middle East leading to significant oil and gas price
fluctuations and wider supply chain disruption. Whilst the short-term outlook
has become increasingly difficult to predict, discussions surrounding the
importance of domestic energy security have become increasingly common and our
reliance on imported hydrocarbons has exposed structural vulnerabilities in
supply. With this set to become a priority, we believe Europa's assets are
well positioned to play a meaningful role in supporting secure and responsible
energy supply in its core markets.
Outlook
Looking ahead, Europa is well placed to capitalise on the momentum it has
built throughout the past 17 months, with the EG-08 Farm-out Agreement and
anticipated drilling of Barracuda later in the year in particular providing
further certainty for the Company's short-term outlook. Despite being an
exploration well, Barracuda carries relatively low geological risk given its
proximity to existing discoveries and the successful application of regional
AVO 2 technology, yet the potential upside in the event of a successful
result is transformational in scale for Europa.
In the UK, we are pursuing parallel workstreams across Wressle, Cloughton,
Crosby Warren and West Firsby, each offering meaningful value creation and
collectively providing a stable revenue base from which to pursue the
development of our wider portfolio. In Ireland, Inishkea West remains one of
the most attractive undrilled gas prospects on the Atlantic Margin, and we are
confident in its potential to attract a partner commensurate with the scale of
the opportunity.
On behalf of the Board, I would like to take this opportunity to thank the
entire Europa team for the hard work that has brought the Company to this
exciting juncture, alongside our shareholders for their continued support. We
look forward to what we expect to be an exciting year for Europa as we advance
towards spudding the Barracuda well and progressing our wider portfolio to
unlock substantial shareholder value.
Bo Krøll
Non-Executive Chairman
Europa Oil & Gas (Holdings) PLC
26 May 2026
The financial information set out below does not constitute the company's
statutory accounts for 2025 or 2024 as defined in sections 435 (1) and (2) of
the Companies Act 2006. The financial information has been prepared in
accordance with UK adopted international accounting standards on a basis that
is consistent with the accounting policies applied by the group in its audited
consolidated financial statements for the 17 months ended 31 December 2025.
Statutory accounts for the 17 months ended 31 December 2025 and the 12 months
ended 31 July 2024 have been reported on by the Independent Auditors. The
Independent Auditors' Report on the Annual Report and Financial Statements for
2025 and 2024 were unqualified and did not contain a statement under 498(2) or
498(3) of the Companies Act 2006. Statutory accounts for the 12 months ended
31 July 2024 have been filed with the Registrar of Companies. The statutory
accounts for the 17 months ended 31 December 2025 will be delivered to the
Registrar following the Company's annual general meeting.
Qualified Person Review
This release has been reviewed by Alastair Stuart, Europa's Chief Operating
Officer, who is a petroleum engineer with over 35 years' experience and a
member of the Society of Petroleum Engineers and has consented to the
inclusion of the technical information in this release in the form and context
in which it appears.
Consolidated statement of comprehensive income
For the 17-month period ended 31 December 2025 17 months Year
ended ended
31 December 31 July
2025 2024
Note £000 £000
Continuing operations
Revenue 2 3,908 3,566
Cost of sales 2 (3,293) (3,117)
Impairment of producing fields 12 (323) (189)
Total cost of sales (3,616) (3,306)
---------------------------------- ----------------------------------
Gross profit 292 260
Exploration impairment 11 - (4,968)
Profit on disposal of license interest 9 170 -
Administrative expenses (2,446) (1,855)
Share of loss from associate (16) (2)
Finance income 6 9 223
Finance expense 7 (746) (439)
------------------------------------ ------------------------------------
Loss before taxation 3 (2,737) (6,781)
Taxation expense 8 - -
------------------------------------ ------------------------------------
Loss for the year (2,737) (6,781)
==================== ====================
Other comprehensive loss
Items which may be reclassified to loss
Exchange differences on translation of foreign operations (105) (17)
------------------------------------ ------------------------------------
Total other comprehensive loss (105) (17)
==================== ====================
Total comprehensive loss for the year attributable to the equity shareholders (2,842) (6,798)
of the parent
=================== ===================
Loss per share (LPS) attributable to the equity shareholders of the parent Note Pence per share Pence per share
from continuing operations
Basic LPS 10 (0.29)p (0.71)p
Diluted LPS (0.29)p (0.71)p
Consolidated statement of financial position
For the 17-month period ended 31 December 2025 At At
31 December 31 July
2025 2024
Note £000 £000
Assets
Non-current assets
Intangible assets 11 3,062 2,664
Property, plant and equipment 12 1,241 1,928
Investments in joint ventures 13a 2,285 2,406
---------------------------------- ----------------------------------
Total non-current assets 6,588 6,998
---------------------------------- ----------------------------------
Current assets
Inventories 14 13 9
Trade and other receivables 15 650 1,309
Cash and cash equivalents 294 1,463
---------------------------------- ----------------------------------
Total current assets 957 2,781
---------------------------------- ----------------------------------
Total assets 7,545 9,779
==================== ====================
Liabilities
Current liabilities
Financial liabilities designated at fair value through profit and loss 16 (155) -
Trade and other payables 17 (929) (1,387)
------------------------------------ ------------------------------------
Total current liabilities (1,084) (1,387)
------------------------------------ ------------------------------------
Non-current liabilities
Financial liabilities designated at fair value through profit and loss 16 (139) -
Trade and other payables 17 - (6)
Long-term provisions 20 (5,199) (4,607)
---------------------------------- ----------------------------------
Total non-current liabilities (5,338) (4,613)
---------------------------------- ----------------------------------
Total liabilities (6,422) (6,000)
----------------------------------- -----------------------------------
Net assets 1,123 3,779
==================== ====================
Capital and reserves attributable to equity holders
of the parent
Share capital 21 9,592 9,592
Share premium 21 23,682 23,682
Merger reserve 21 2,868 2,868
Foreign currency translation reserve 21 (122) (17)
Retained deficit (34,897) (32,346)
---------------------------------- ----------------------------------
Total equity 1,123 3,779
====================== ======================
These financial statements were approved by the board of directors and
authorised for issue on 26 May 2026 and signed on its behalf by:
William Holland, CEO
Company registration number 05217946
The accompanying notes form part of these financial statements.
Consolidated statement of changes in equity
Attributable to the equity holders of the parent
Share Share premium Merger FCTR Retained deficit Total
capital
reserve equity
£000 £000 £000 £000 £000 £000
Balance at 1 August 2023 9,592 23,682 2,868 - (25,663) 10,479
Comprehensive loss for the year
Loss for the year attributable to the equity shareholders of the parent (6,781) (6,781)
- - - -
Other comprehensive profit attributable to the equity shareholders of the - - - (17) - (17)
parent
---------------------------------- ---------------------------------- --------------------------------- --------------------------------- ------------------------------ -------------------------------
Total comprehensive loss for the year - - - (17) (6,781) (6,798)
---------------------------------- ---------------------------------- --------------------------------- --------------------------------- ------------------------------ -------------------------------
Contributions by and distributions to owners
Share-based payments (note 22) - - - - 98 98
---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- --------------------------------- ------------------------------
Total contributions by and distributions to owners - - - - 98 98
---------------------------------- ---------------------------------- --------------------------------- --------------------------------- ------------------------------ -------------------------------
Balance at 31 July 2024 9,592 23,682 2,868 (17) (32,346) 3,779
=================== =================== =================== =================== ===================== ==================
Share Share premium Merger FCTR Retained deficit Total
capital
reserve equity
£000 £000 £000 £000 £000 £000
Balance at 1 August 2024 9,592 23,682 2,868 (17) (32,346) 3,779
Comprehensive loss for the year
Loss for the period attributable to the equity shareholders of the parent - - - - (2,737) (2,737)
Other comprehensive loss attributable to the equity shareholders of the parent - - - (105) - (105)
---------------------------------- ---------------------------------- --------------------------------- --------------------------------- ------------------------------ -------------------------------
Total comprehensive loss for the period - - - (105) (2,737) (2,842)
---------------------------------- ---------------------------------- --------------------------------- --------------------------------- ------------------------------ -------------------------------
Contributions by and distributions to owners
Share-based payments (Note 22) - - - - 186 186
---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- --------------------------------- ------------------------------
Total contributions by and distributions to owners - - - - 186 186
---------------------------------- ---------------------------------- --------------------------------- --------------------------------- ------------------------------ -------------------------------
Balance at 31 December 2025 9,592 23,682 2,868 (122) (34,897) 1,123
=================== =================== =================== =================== ===================== ==================
The accompanying notes form part of these financial statements.
Company statement of financial position
For the 17-month period ended 31 December 2025 At At
31 December 31 July
2025 2024
£000 £000
Note
Assets
Non-current assets
Property, plant and equipment 12 9 37
Investments 13b 354 2,343
Investments in joint ventures 13a 2,425 2,425
Amounts due from Group companies 15,23 557 5,502
------------------------------------ ------------------------------------
Total non-current assets 3,345 10,307
------------------------------------ ------------------------------------
Current assets
Other receivables 15 289 236
Cash and cash equivalents 98 164
-------------------------------------- --------------------------------------
Total current assets 387 400
--------------------------------------- ---------------------------------------
Total assets 3,732 10,707
====================== =====================
Liabilities
Current liabilities
Trade and other payables 17 (697) (436)
------------------------------------ ------------------------------------
Total current liabilities (697) (436)
------------------------------------ ------------------------------------
Trade and other payables 17 - (6)
------------------------------------ ------------------------------------
Total non-current liabilities - (6)
---------------------------------- ----------------------------------
Total liabilities (697) (442)
------------------------------------ ------------------------------------
Net assets 3,035 10,265
==================== ====================
Capital and reserves attributable to equity holders of the parent
Share capital 21 9,592 9,592
Share premium 21 23,682 23,682
Merger reserve 21 2,868 2,868
Retained deficit (33,107) (25,877)
-------------------------------------- --------------------------------------
Total equity 3,035 10,265
====================== ======================
The Company has taken advantage of the exemption provided under Section 408 of
the Companies Act 2006 not to publish its individual statement of
comprehensive income and related notes. The loss dealt with in the financial
statements of the parent Company is £7,416,000 (2024: £14,356,000).
These financial statements were approved by the board of directors and
authorised for issue on 26 May 2026, and signed on its behalf by:
William Holland
CEO
Company registration number 05217946
The accompanying notes form part of these financial statements.
Company statement of changes in equity
Share Share premium Merger Retained deficit Total
capital
reserve equity
£000 £000 £000 £000 £000
Balance at 1 August 2023 originally stated 9,592 23,682 2,868 (11,619) 24,523
Comprehensive loss for the year
Loss for the year attributable to the equity shareholders of the parent (14,356) (14,356)
- - -
---------------------------------- ---------------------------------- --------------------------------- ------------------------------ -------------------------------
Total comprehensive loss for the year - - - (14,356) (14,356)
Contributions by and distributions to owners
Share-based payments (Note 22) - - - 98 98
---------------------------------- ---------------------------------- ---------------------------------- --------------------------------- ------------------------------
Total contributions by and distributions to owners - - - 98 98
---------------------------------- ---------------------------------- -------------------------------- ------------------------------ ----------------------------
Balance at 31 July 2024 9,592 23,682 2,868 (25,877) 10,265
==================== =================== ================== ======================= =================
Share Share premium Merger Retained deficit Total
capital
reserve equity
£000 £000 £000 £000 £000
Balance at 1 August 2024 originally stated 9,592 23,682 2,868 (25,877) 10,265
Comprehensive loss for the year
Loss for the period attributable to the equity shareholders of the parent - - - (7,416) (7,416)
---------------------------------- ---------------------------------- --------------------------------- ------------------------------ -------------------------------
Total comprehensive loss for the period - - - (7,416) (7,416)
Contributions by and distributions to owners
Share-based payments (Note 22) - - - 186 186
---------------------------------- ---------------------------------- ---------------------------------- --------------------------------- ------------------------------
Total contributions by and distributions to owners - - - 186 186
---------------------------------- ---------------------------------- -------------------------------- ------------------------------ ----------------------------
Balance at 31 December 2025 9,592 23,682 2,868 (33,107) 3,035
==================== =================== ================== ======================= =================
The accompanying notes form part of these financial statements
Consolidated statement of cash flows
For the 17-month period ended 31 December 2025 17 months Year
ended ended
31 December 31 July
2025 2024
Note £000 £000
Cash flows used in operating activities
Loss after tax from continuing operations (2,737) (6,781)
Adjustments for:
Share-based payments 22 186 98
Depreciation 12 854 781
Impairment of producing field 12 323 189
Exploration impairment 11 - 4,968
Share of loss from joint venture 16 2
Profit on disposal of license interest 9 (170) -
Finance income (9) (223)
Finance expense 7 746 439
Decrease/(increase) in trade and other receivables 328 (416)
(Increase) /decrease in inventories (4) 10
Increase in trade and other payables 305 320
------------------------------------ ------------------------------------
Net cash used in operating activities (162) (613)
======================= =======================
Cash flows used in investing activities
Purchase of property, plant and equipment (551) (679)
Purchase of intangible assets (398) (486)
Investment in joint venture 13 (287) (2,138)
Proceeds on disposal of licence interest 9 28 -
----------------------------------- -----------------------------------
Net cash used in investing activities (1,208) (3,303)
==================== ====================
Cash flows from / (used in) financing activities
Proceeds from Revenue Swap Agreement liability 16 370 -
Repayment of Revenue Swap Agreement liability 16 (102) -
Lease liability payments (8) (7)
Lease liability interest payments - (1)
Finance costs (19) (1)
----------------------------------- -----------------------------------
Net cash generated from / (used in) financing activities 241 (9)
===================== =====================
Net decrease in cash and cash equivalents (1,129) (3,925)
Exchange (loss) / gain on cash and cash equivalents (40) 223
Cash and cash equivalents at beginning of year 1,463 5,165
----------------------------------- -----------------------------------
Cash and cash equivalents at end of year 294 1,463
===================== =====================
The accompanying notes form part of these financial statements.
Company statement of cash flows
For the 17-month period ended 31 December 2025 17 months Year
ended ended
31 December 31 July
2025 2024
£000 £000
Cash flows used in operating activities Note
Loss after tax from continuing operations (7,416) (14,356)
Adjustments for:
Share-based payments 22 186 98
Depreciation 12 34 26
Movement in intercompany loan provision 23 6,701 15,567
Impairment of investment in subsidiaries 13b 1,989 -
Finance income (2,915) (2,333)
Finance expense 1 1
Increase in trade and other receivables (52) (105)
Increase / (decrease) in trade and other payables 549 (101)
----------------------------------- -----------------------------------
Net cash used in operating activities (923) (1,203)
======================= =======================
Cash flows from investing activities
Purchase of property, plant and equipment (6) (14)
Investment in joint venture (287) (2,138)
Movement on loans to Group companies 1,159 3,407
----------------------------------- -----------------------------------
Net cash flows generated from investing activities 866 1,255
======================= =======================
Cash flows used in financing activities
Lease liability principal payment (8) (7)
Lease liability interest payment - (1)
Finance costs (1) (1)
----------------------------------- -----------------------------------
Net cash used in financing activities (9) (9)
======================= =======================
Net (decrease) / increase in cash and cash equivalents (66) 43
Cash and cash equivalents at beginning of year 164 121
----------------------------------- -----------------------------------
Cash and cash equivalents at end of year 98 164
===================== =====================
Lease liability principal payment
(8)
(7)
Lease liability interest payment
-
(1)
Finance costs
(1)
(1)
-----------------------------------
-----------------------------------
Net cash used in financing activities
(9)
(9)
=======================
=======================
Net (decrease) / increase in cash and cash equivalents
(66)
43
Cash and cash equivalents at beginning of year
164
121
-----------------------------------
-----------------------------------
Cash and cash equivalents at end of year
98
164
=====================
=====================
The accompanying notes form part of these financial statements.
Notes to the financial statements
1 Accounting Policies
General information
Europa Oil & Gas (Holdings) PLC is a public company incorporated and
domiciled in England and Wales, limited by shares, with registered number
05217946. The address of the registered office is 54 Charlotte Street, London,
W1T 2NS. The principal activity of the company is oil and gas exploration,
appraisal, development and production.
The functional and presentational currency of the Company is Sterling (UK£),
which is also the presentational currency of the Group.
Basis of accounting
The consolidated and individual Company financial statements have been
prepared in accordance with applicable UK adopted International Accounting
Standards.
The accounting policies that have been applied in the opening statement of
financial position have also been applied throughout all periods presented in
these financial statements. These accounting policies comply with each IFRS
that is mandatory for accounting periods ending on 31 December 2025.
(i) New and amended standards adopted by the Group and Company:
The following amendment became effective in the year ended 31 December 2025.
Standard Description Effective date
IAS 21 Amendment - Lack of Exchangeability 1 January 2025
The above amendment has not had a material impact on the Group or Company.
(ii) Standards, amendments and interpretations, which are effective for
reporting periods beginning after the date of these financial statements which
have not been adopted early:
At the date of authorisation of these financial statements, the Group and
Company have not applied the following new and revised IFRS Accounting
Standards that have been issued but are not yet effective:
Standard Description Effective date
IFRS 7 / IFRS 9 Amendment - Classification and Measurement of Financial Instruments 1 January 2026
IFRS 7 / IFRS 9 Amendment - Contracts Referencing Nature-dependent Electricity (previously 1 January 2026
Power Purchase Agreements)
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
The Group and Company are currently assessing the effect of these new
accounting standards and amendments. IFRS 18 Presentation and Disclosure in
Financial Statements, which was issued by the IASB in April 2024 supersedes
IAS 1 and will result in major consequential amendments to IFRS Accounting
Standards including IAS 8 Basis of Preparation of Financial Statements
(renamed from Accounting Policies, Changes in Accounting Estimates and
Errors). Even though IFRS 18 will not have any effect on the recognition and
measurement of items in the consolidated financial statements, it is expected
to have a significant effect on the presentation and disclosure of certain
items. These changes include categorisation and sub-totals in the statement of
profit or loss, aggregation/disaggregation and labelling of information, and
disclosure of management-defined performance measures. The Group does not
expect to be eligible to apply IFRS 19.
Going concern
The directors have prepared a cash flow forecast for the period ending 31 May
2027 (the "going concern period"), which considers the continuing and forecast
cash inflow from the Group's producing assets, the cash held by the Group at
May 2026, less administrative expenses and planned capital expenditure.
The Group completed an equity fund raise in March 2026 which raised £3.9
million after fees. As at May 2026 the Group had unrestricted cash balances of
£2.9 million and no borrowings.
Oil price estimates for the base case cash flow forecast are based on a flat
$85 per barrel. The April 2026 ERCE Sproule forecast price for a barrel of
Brent oil is $90 average for 2026 and $80 for 2027. Production estimates are
sourced from the Group's internal modelling for its assets, including Wressle,
and recent actual production.
The Group has planned, but as yet not-committed, capital expenditures related
to its projects for which the timing of the expenditure is uncertain and
depended on factors outside the control of the Group, such as the regulatory
approval of the Fuhai FOA and being granted planning consents and permits to
conduct operations.
In respect of its investment in Antler Global Limited, the Group has
ring-fenced sufficient funds to enable it to discharge all potential
obligations in relation to drilling and testing the Barracuda well on licence
EG-08, including all administrative expenses not benefitting from the Fuhai
carry, up to the fourth quarter of 2027. In relation to the Group's planned
further development of Wressle, the joint venture group of which it is a part
has decided that further wells will only be drilled on condition of obtaining
project financing. Planned capital expenditure on Wressle from own funds is
therefore limited to capital maintenance of the current production facility.
The directors have performed sensitivity analyses stress testing the Group's
ability to fund its planned expenditures over the going concern period.
Excluding unexpected production curtailment, the Group expects to have
sufficient funds for the going concern period with a realised average oil
price as low as $70 per barrel. In the base case oil price scenario of $85 per
barrel the Group will be able to withstand extreme downside scenarios in
relation to production, including up to 3 months without production from
Wressle. The directors consider the likelihood of such an extended shut down
as unlikely.
The directors have concluded, as at the date of approval of these financial
statements, that there is a reasonable expectation that the Group and Company
will still have sufficient cash resources to be able to continue as a going
concern and meet its obligations as and when they fall due over the going
concern period.
Basis of consolidation
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control. Intra
Group balances are eliminated on consolidation. Unrealised gains on
transactions between the Group and its subsidiaries are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Amounts reported in the financial
statements of subsidiaries have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
The Group is engaged in oil and gas exploration, development and production
through unincorporated joint operations.
Joint arrangements
Joint arrangements are those arrangements in which the Group holds an interest
on a long-term basis which are jointly controlled by the Group and one or more
venturers under a contractual arrangement. When these arrangements do not
constitute entities in their own right, the consolidated financial statements
reflect the relevant proportion of costs, revenues, assets and liabilities
applicable to the Group's interests in accordance with IFRS 11. The Group's
exploration, development and production activities are presently conducted
jointly with other companies in this way.
For the licences where the Group does not hold 100% equity (refer to the
licence interests table) a joint arrangement exists. The equity and voting
interest of the Group is disclosed in the table, activities are typical for
activities in the oil and gas sector and are strategic to the Group's
activities. The principal place of business for all the joint arrangements is
the UK.
Investments in joint ventures
Investments in joint ventures shall be recognised when the Group has joint
control and rights to the net assets of the arrangement. The equity method of
accounting will be applied to investments in joint ventures. Under this
method, the Group's investment is initially recognised at cost, including
direct incremental transaction costs, and adjusted thereafter for the
post-acquisition change in the Group's share of net assets of the joint
venture. The Group's share of joint ventures' profit or loss is recognised in
the Group's statement of comprehensive income. Where necessary, adjustments
are made to the financial statements of joint ventures to bring the accounting
policies used into line with those of the Group. Distributions received from
joint ventures will reduce the carrying amount of the investments. Unrealised
gains or losses on other transactions between the Group and its joint ventures
are eliminated to the extent of the Group's interest in them. At each
reporting date, the Group will assess whether there is any indication that
investments in joint ventures may be impaired. An impairment loss will be
recognised when the recoverable amount of the investment is less than its
carrying amount. The Company will recognise its investment in the joint
venture at cost less impairment losses.
Revenue recognition
The Group follows IFRS 15. The standard provides a single comprehensive model
for revenue recognition. The core principle of the standard is that an entity
shall recognise revenue when control passes on the transfer of promised goods
or services to customers at an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those goods or
services. The standard introduced a new contract-based revenue recognition
model with a measurement approach that is based on an allocation of the
transaction price. This is described further in the accounting policies below.
Contracts with customers are presented in an entity's balance sheet as a
contract liability, a contract asset, or a receivable, depending on the
relationship between the entity's performance and the customer's payment. The
Group's accounting policy under IFRS 15 is that revenue is recognised when the
Group satisfies a performance obligation by transferring oil to a customer.
The title to oil and gas typically transfers to a customer at the same time as
the customer takes physical possession of the oil or gas. Typically, at this
point in time, the performance obligations of the Group are fully satisfied.
Revenue is measured based on the consideration to which the Group expects to
be entitled under the terms of a contract with a customer. The consideration
is determined by the quantity and price of oil and gas delivered to the
customer at the end of each month.
Non-current assets
Oil and gas interests
The financial statements with regard to oil and gas exploration and appraisal
expenditure have been prepared under the full cost basis. This accords with
IFRS 6 which permits the continued application of a previously adopted
accounting policy. The unit of account for exploration and evaluation assets
is the individual licence.
Pre-production assets
Pre-production assets are categorised as intangible assets on the statement of
financial position. Pre-licence expenditure is expensed as directed by IFRS 6.
Expenditure on licence acquisition costs, geological and geophysical costs,
costs of drilling exploration, appraisal and development wells, and an
appropriate share of overheads (including directors' costs) are capitalised
and accumulated on a licence-by-licence basis. These costs which relate to the
exploration, appraisal and development of oil and gas interests are initially
held as intangible non-current assets pending determination of technical
feasibility and commercial viability. On commencement of production these
costs are tested for impairment prior to transfer to production assets. If
licences are relinquished, or assets are not deemed technically feasible or
commercially viable, accumulated costs are written off to cost of sales.
Production assets
Production assets are categorised within property, plant and equipment on the
statement of financial position. With the determination of commercial
viability and approval of an oil and gas project the related pre-production
assets are transferred from intangible non-current assets to tangible
non-current assets and depreciated upon commencement of production within the
appropriate cash generating unit.
Impairment tests
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating
units) as disclosed in Notes 11 and 12. As a result, some assets are tested
individually for impairment and some are tested at cash generating unit level.
In accordance with IAS 36 the Group assesses annually whether there are
indicators that assets are impaired. Impairment tests are performed when
indicators are identified. In addition, indicators such as a lack of funding
or farmout options for a licence which is approaching termination or the
implied value of a farm-out transaction are considered as indicators of
impairment.
An impairment loss is recognised and charged to cost of sales for the amount
by which the asset's or cash generating unit's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of fair value,
reflecting market conditions less costs to sell, and value in use based on an
internal discounted cash flow evaluation. All assets are subsequently
reassessed for indications that an impairment loss previously recognised may
no longer exist or have decreased. A previously recognised impairment loss is
reversed only if there has been a change in the assumptions used to determine
the asset's or cash generating unit's recoverable amount since the last
impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset or cash generating unit 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 or cash generating unit in prior years. Such a reversal is credited
to cost of sales.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As
well as the purchase price, cost includes directly attributable costs and the
estimated present value of any future unavoidable costs of dismantling and
removing items. The corresponding liability is recognised within provisions.
Depreciation
All expenditure within tangible non-current assets is depreciated from the
commencement of production, on a unit of production basis, which is the ratio
of oil and gas production in the period to the estimated quantities of proven
plus probable commercial reserves at the end of the period, plus the
production in the period. Costs used in the unit of production calculation
comprise the net book value of capitalised costs. Changes in the estimates of
commercial reserves or future field development costs are dealt with
prospectively.
Furniture and computers are depreciated on a 25% per annum straight line
basis.
Reserves
Proven and probable oil and gas reserves are estimated quantities of
commercially producible hydrocarbons which the existing geological,
geophysical and engineering data shows to be recoverable in future years. The
proven reserves included herein conform to the definition approved by the
Society of Petroleum Engineers ('SPE') and the World Petroleum Congress
('WPC'). The probable and possible reserves conform to definitions of probable
and possible approved by the SPE/WPC using the deterministic methodology.
Reserves used in accounting estimates for depreciation are updated
periodically to reflect management's view of reserves in conjunction with
third party formal reports. Reserves are reviewed at the time of formal
updates or as a consequence of operational performance, plans and the business
environment at that time.
Reserves are adjusted in the year that formal updates are undertaken or as a
consequence of operational performance and plans, and the business environment
at that time, with any resulting changes not applied retrospectively.
Future decommissioning costs
A provision for decommissioning is recognised in full at the point that the
Group has an obligation to decommission an appraisal, development or producing
well. A corresponding non-current asset (included within producing fields in
note 12) of an amount equivalent to the provision is also created. The amount
recognised is the estimated cost of decommissioning, discounted to its net
present value and is reassessed each year in accordance with local conditions
and requirements. The discount rate used is the risk-free rate, adjusted for
risks that are not already included in the forecast cash flows. For producing
wells, the asset is subsequently depreciated as part of the capital costs of
production facilities within tangible non-current assets, on a unit of
production basis. Any decommissioning obligation in respect of a
pre-production asset is carried forward as part of its cost and tested
annually for impairment in accordance with the above policy.
Changes in the estimates of commercial reserves or decommissioning cost
estimates are dealt with prospectively by recording an adjustment to the
provision, and a corresponding adjustment to the decommissioning asset. The
unwinding of the discount on the decommissioning provision is included within
finance expense.
Acquisitions of exploration licences
Acquisitions of exploration licences through acquisition of non-operational
corporate structures that do not represent a business, and therefore do not
meet the definition of a business combination, are accounted for as the
acquisition of an asset. Related future consideration that is contingent is
not recognised as an asset or liability until the contingent event has
occurred.
Taxation
Current tax is the tax payable based on taxable profit/(loss) for the year.
Deferred income taxes are calculated using the balance sheet liability method
on temporary differences. Deferred tax is generally provided on the difference
between the carrying amounts of assets and liabilities and their tax bases.
However, deferred tax is not provided on the initial recognition of goodwill,
nor on the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting profit.
Deferred tax on temporary differences associated with shares in subsidiaries
and joint ventures is not provided if reversal of these temporary differences
can be controlled by the Group and it is probable that reversal will not occur
in the foreseeable future. Tax losses available to be carried forward as well
as other income tax credits to the Group are assessed for recognition as
deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred
tax assets are recognised to the extent that it is probable that the
underlying deductible temporary difference will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
reporting date.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the statement of comprehensive income, except where they relate
to items that are charged or credited directly to equity in which case the
related deferred tax is also charged or credited directly to equity.
Foreign currency
The Group and Company prepare their financial statements in Sterling.
Transactions denominated in foreign currencies are translated at the rates of
exchange ruling at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated at the rates of exchange
ruling at the reporting date. Non-monetary items that are measured at
historical cost in a foreign currency are translated at the exchange rate at
the date of transaction. Non-monetary items that are measured at fair value in
a foreign currency are translated using the exchange rates at the date the
fair value was determined.
Any exchange differences arising on the settlement of items or on translating
items at rates different from those at which they were initially recorded are
recognised in the Statement of comprehensive income in the period in which
they arise. Exchange differences on non-monetary items are recognised in the
Statement of changes in equity to the extent that they relate to a gain or
loss on that non-monetary item taken to the Statement of changes in equity,
otherwise such gains and losses are recognised in the Statement of
comprehensive income.
Europa Oil & Gas (Holdings) PLC is domiciled in the UK, which is its
primary economic environment and the Company's functional currency is
Sterling. The Group's current operations are based in the UK and Ireland and
the functional currencies of the Group's entities are the prevailing local
currencies in each jurisdiction. Given that the functional currency of the
Company is Sterling, management has elected to continue to present the
consolidated financial statements of the Group and Company in Sterling.
Investments
Investments, which are only investments in subsidiaries, are carried at cost
less any impairment. Additions include the net value of share options issued
to employees of subsidiary companies less any lapsed, unvested options.
Financial instruments
Financial assets and financial liabilities are recognised in the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument.
Financial assets
Financial assets are classified as either financial assets at amortised cost,
at fair value through other comprehensive income ('FVTOCI') or at fair value
through profit or loss ('FVPL') depending upon the business model for managing
the financial assets and the nature of the contractual cash flow
characteristics of the financial asset.
A loss allowance for expected credit losses is determined for all financial
assets, other than those at FVPL, at the end of each reporting period. The
Group applies a simplified approach to measure the credit loss allowance for
trade receivables using the lifetime expected credit loss provision. The
lifetime expected credit loss is evaluated for each trade receivable taking
into account payment history, payments made subsequent to year end and prior
to reporting, past default experience and the impact of any other relevant and
current observable data. The Group applies a general approach on all other
receivables classified as financial assets. The general approach recognises
lifetime expected credit losses when there has been a significant increase in
credit risk since initial recognition.
The Group derecognises a financial asset when the contractual rights to the
cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
party. The Group derecognises financial liabilities when the Group's
obligations are discharged, cancelled or have expired.
Fair value through other comprehensive income
The Group has a number of strategic investments in listed and unlisted
entities which are not accounted for as subsidiaries, associates or jointly
controlled entities. For those investments, the Group has made an irrevocable
election to classify the investments at fair value through other comprehensive
income rather than through profit or loss as the Group considers this
measurement to be the most representative of the business model for these
assets. They are carried at fair value with changes in fair value recognised
in other comprehensive income and accumulated in the fair value through other
comprehensive income reserve. Upon disposal any balance within fair value
through other comprehensive income reserve is reclassified directly to
retained earnings and is not reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend clearly
represents a recovery of part of the cost of the investment, in which case the
full or partial amount of the dividend is recorded against the associated
investment's carrying amount.
Purchases and sales of financial assets measured at fair value through other
comprehensive income are recognised on settlement date with any change in fair
value between trade date and settlement date being recognised in the fair
value through other comprehensive income reserve.
Amortised cost
This category is the most relevant to the Company. Loans and receivables are
non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. The losses arising from impairment are
recognised in a separate line in the income statement. This category generally
applies to trade and other receivables.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and include all highly liquid
investments with a maturity of three months or less.
Restricted cash are those amounts held by third parties on behalf of the Group
and are not available for the Group's use; these are recognised separately
from cash and cash equivalents on the balance sheet.
Financial liabilities
The classification of financial liabilities at initial recognition depends on
the purpose for which the financial liability was issued and its
characteristics. All purchases of financial liabilities are recorded on the
trade date, being the date on which the Group becomes party to the contractual
requirements of the financial liability. Unless otherwise indicated the
carrying amounts of the Group's financial liabilities approximate to their
fair values. The Group's financial liabilities consist of financial
liabilities measured at amortised cost and financial liabilities at fair value
through profit or loss ("FVTPL"). The revenue swap liability (Note 16) is the
only financial liability of the Group designated at FVTPL.
Financial liabilities designated at FVTPL are initially recognised at fair
value, which typically corresponds to the fair value of the proceeds received.
Transaction costs incurred on such liabilities are recognised immediately in
profit or loss. Subsequent to initial recognition, these liabilities are
remeasured to fair value at each reporting date, with changes in the fair
presented within finance costs or finance income in the statement of
comprehensive income.
Trade and other payables
Trade and other payables are initially recorded at fair value and subsequently
carried at amortised cost.
Derecognition of financial liabilities
A financial liability (in whole or in part) is derecognised when the Group has
extinguished its contractual obligations, it expires or is cancelled. Any gain
or loss on derecognition is taken to the statement of comprehensive income.
Treatment of finance costs
All finance costs are expensed through the income statement. The Group does
not incur any finance costs that qualify for capitalisation.
Defined contribution pension schemes
The pension costs charged against profits are the contributions payable to the
scheme in respect of the accounting period.
Inventories
Inventories comprise oil in tanks stated at the lower of cost and net
realisable value. Cost is determined by reference to the actual cost of
production in the period.
Share-based payments
All goods and services received in exchange for the grant of any share-based
payment are measured at their fair values. Where employees are rewarded using
share-based payments, the fair values of employees' services are determined
indirectly by reference to the fair value of the instrument granted to the
employee. This fair value is appraised at the grant date and excludes the
impact of non-market vesting conditions (for example, profitability and sales
growth targets).
All equity-settled share-based payments are ultimately recognised as an
expense in the statement of comprehensive income with a corresponding credit
to reserves. Where options over the parent Company's shares are granted to
employees of subsidiaries of the parent, the charge is recognised in the
statement of comprehensive income of the subsidiary. In the parent Company
accounts there is an increase in the cost of the investment in the subsidiary
receiving the benefit.
If vesting periods or other non-market vesting conditions apply, the expense
is allocated over the vesting period, based on the best available estimate of
the number of share options expected to vest. Estimates are subsequently
revised if there is any indication that the number of share options expected
to vest differs from previous estimates. Any cumulative adjustment prior to
vesting is recognised in the current period. No adjustment is made to any
expense recognised in prior periods if the number of share options ultimately
exercised is different to that initially estimated.
Upon exercise of share options, the proceeds received, net of attributable
transaction costs, are credited to share capital, and where appropriate share
premium.
Critical accounting judgements and key sources of estimation uncertainty
Details of the Group's significant accounting judgements and critical
accounting estimates are set out in these financial statements and include:
Critical accounting judgements
· Carrying value of intangible assets (Note 11) - carrying values are
justified with reference to indicators of impairment as set out in IFRS 6.
Based on judgements at 31 December 2025 there was £nil write off (2024:
£4,968k write off).
In October 2025 the Group applied for an extension of the Phase 1 period of
the FEL 4/19 licence which was due to expire on 31 January 2026. This
extension was granted by Irish Government's
Department of Climate, Energy and the Environment on 27 March 2026 and the
Phase 1 period was extended for a further period until 31 January 2028. The
judgement that the licence period would be extended was confirmed by the
granting of this extension in 2026.
· Carrying value of investment in joint venture (Note 13a) - the
investment in Antler Global Limited was assessed to establish whether the
investment may be impaired with consideration of the principles in IAS28 and
IAS36. In making this assessment management applies judgement to evaluate both
external and internal sources of information, including the financial
performance of the joint venture, market conditions, changes in the operating
environment in which the joint venture operates and other relevant factors.
Based on the current review, the directors have not identified any indicators
of impairment in relation to this investment in the joint venture as at 31
December 2025.
Critical accounting estimates
· Carrying value of property, plant and equipment (Note 12) - carrying
values are justified by reference to future estimates of cash flows,
discounted at appropriate rates. The directors estimate variables like
reserves volumes, future oil prices, future capital and operating expenditure
and discount rates. The directors rely on third party formal reports,
historical reservoir performance and internal modelling to establish the
appropriate reserves volumes and production profiles to use in estimating
future cash flows. Future costs are based on internal or joint venture
budgets, and discount rates are estimated with reference to applicable
external and internal data sources. The directors utilise management's view on
external analyst datasets in relation to oil and gas price forecasts. At 31
December 2025 there was an impairment of £323k of producing assets,
comprising mainly of capital expenditures on the Group's Crosby Warren and
West Firsby assets (2024: £189k impairment).
· Deferred taxation (Note 19) - assumptions regarding the future
profitability of the Group and whether the deferred tax assets will be
recovered.
· Decommissioning provision (Note 20) - inflation and discount rate
estimates (3% and 4.83% respectively) are used in calculating the provision,
along with third party estimates of remediation costs.
· Share-based payments (Note 22) - measurement of the fair value of
options granted uses valuation techniques where active market quotes are not
available. This involves developing estimates and assumptions consistent with
how market participants would price the instrument. Management bases its
assumptions on observable data as far as possible but this is not always
available. In that case, management uses the best information available.
Estimated fair values may vary from the actual prices that would be achieved
in an arm's length transaction at the reporting date.
· Reserves and resources (Note 12) - reserves and resources are
estimated based on management's view and third-party formal reports and these
estimates directly impact the recoverability of asset carrying values that are
reported in the financial statements.
· Intra-group receivables and investments in subsidiaries (Note 13b and
Note 23) - recoverability of these amounts depends on management's assumptions
regarding the future performance of subsidiaries which is in turn dependent on
the market conditions and performance of the Group.
· Valuation of revenue swap liability (Note 16) - forecast future oil
prices and production profiles are used in calculating the fair value of the
liability.
2 Operating segment analysis
In the opinion of the directors the Group has three reportable segments as
reported to the chief executive officer, being the UK, Ireland and West
Africa.
The reporting on these segments to management focuses on revenue, operating
costs and capital expenditure. The impact of such criteria is discussed
further in the Chairman's statement and strategic report of this annual
report.
Income statement for the 17-month period ended 31 December 2025
UK Ireland West Africa Total
£000 £000 £000 £000
Revenue 3,908 - - 3,908
Cost of sales (3,293) - - (3,293)
Impairment of producing fields (323) - - (323)
Cost of sales (3,616) - - (3,616)
--------------------------------- --------------------------------- --------------------------------- ---------------------------------
Gross profit 292 - - 292
Administrative expenses (2,445) (1) - (2,446)
Profit on disposal of license interest 170 - - 170
Share of loss from joint venture - - (16) (16)
Finance income 3 6 - 9
Finance costs (746) - - (746)
----------------------------------- --------------------------------- --------------------------------- -----------------------------------
Loss before tax (2,726) 5 (16) (2,737)
Taxation - - - -
----------------------------------- --------------------------------- --------------------------------- -----------------------------------
Loss for the year (2,726) 5 (16) (2,737)
Segmental assets and liabilities as at 31 December 2025
UK Ireland West Africa Total
£000 £000 £'000 £000
Non-current assets 1,725 2,578 2,285 6,588
Current assets 955 2 - 957
----------------------------------- --------------------------------- -------------------------------- -----------------------------------
Total assets 2,680 2,580 2,285 7,545
----------------------------------- ----------------------------------- -------------------------------- -----------------------------------
Non-current liabilities (5,338) - - (5,338)
Current liabilities (1,084) - - (1,084)
----------------------------------- ----------------------------------- --------------------------------- -----------------------------------
Total liabilities (6,422) - - (6,422)
----------------------------------- ----------------------------------- -------------------------------- -----------------------------------
Other segment items
Capital expenditure - cash flow 837 112 287 1,236
Depreciation 854 - - 854
Share-based payments 186 - - 186
Income statement for the year ended 31 July 2024
UK Ireland West Africa Total
£000 £000 £'000 £000
Revenue 3,566 - - 3,566
Cost of sales (3,117) - - (3,117)
Impairment of producing fields (189) - - (189)
Cost of sales (3,306) - - (3,306)
--------------------------------- --------------------------------- --------------------------------- ---------------------------------
Gross profit 260 - - 260
Exploration impairment (4,968) - - (4,968)
Administrative expenses (1,855) - - (1,855)
Share of loss from joint venture - - (2) (2)
Finance income 222 1 - 223
Finance costs (439) - - (439)
----------------------------------- --------------------------------- --------------------------------- -----------------------------------
Loss before tax (6,780) 1 (2) (6,781)
-
Taxation - - - -
----------------------------------- --------------------------------- --------------------------------- -----------------------------------
Loss for the year (6,780) 1 (2) (6,781)
Segmental assets and liabilities as at 31 July 2024
UK Ireland West Africa Total
£000 £000 £000 £000
Non-current assets 2,127 2,465 2,406 6,998
Current assets 2,781 - - 2,781
----------------------------------- --------------------------------- -------------------------------- -----------------------------------
Total assets 4,908 2,465 2,406 9,779
----------------------------------- ----------------------------------- -------------------------------- -----------------------------------
Non-current liabilities (4,613) - - (4,613)
Current liabilities (1,081) (19) (287) (1,387)
----------------------------------- ----------------------------------- --------------------------------- -----------------------------------
Total liabilities (5,694) (19) (287) (6,000)
----------------------------------- ----------------------------------- -------------------------------- -----------------------------------
Other segment items
Capital expenditure - cash flow 882 283 2,138 3,303
Depreciation 781 - - 781
Share-based payments 98 - - 98
100% of the total revenue (2024: 100%) relates to UK-based customers. Of
this figure, one end customer (2024: one) commands more than 83% of the total
(95%), including sales made through operators to the end customer. The
end-customer is not a related party to the Group. UK revenue by site was as
follows: West Firsby £346,000 (2024: £445,000); Crosby Warren £923,000
(2024: £264,000); Whisby £15,000 (2024: £202,000); and Wressle £2,412,000
(2024: £2,559,000). Recharges of costs to Antler Global Limited of £212,000
(2024: £96,000) is included within revenue and is not eliminated.
3 Loss before taxation
Loss before taxation is stated after charging/ (crediting):
17 months Year
ending ending
31 December 31 July
2025 2024
£000 £000
Depreciation and amortisation on property, plant & equipment 854 781
12
Staff costs including directors 5 2,249 1,468
Diesel 192 131
Business rates 60 41
Site safety and security 117 97
Exploration impairment 11 - 4,968
Impairment 12 323 189
Fees payable to the auditor for the audit 80 80
Operating leases - land and buildings 94 77
Foreign exchange loss / (gain) 42 (208)
========== =========
4 Directors' emoluments
Directors' total emoluments for the Group and the Company are set out in the
tables below for the current 17-month period and the comparative year.
17 months ending 31 December 2025 Salaries and fees Performance bonus BIK Pensions Share-based payments Total
2025
£000 £000 £000 £000 £000 £000
BJ O'Cathain (resigned 10 February 39 - - - - 39
2025
Bo Kroll (appointed 12 December 2024) 69 - - - - 69
W Holland 302 271(( 3 )) 3 30 69 675
A Stuart (resigned 12 December 2024) 93 - 2 8 17 120
S Ashby-Rudd 64 - - - - 64
E Rowley 57 - - - 57
---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- ----------------------------------
624 271 5 38 86 1,024
================== ================== ================== ================== ================== ==================
Included in W Holland's total emoluments are £100,000 in relation to a bonus
for 2024 and £194,875 in relation to a bonus for 2025, which the Remuneration
Committee agreed were justified as a result of the significant progress made
on EG-08 and for achieving the various other goals set by the Board. Due to
the extended accounting period two years' worth of bonus is included during
the current reporting period. Of the 2024 bonus £23,582 was settled during
2025 by the issuance of EMI options and £26,418 was settled by issuance of
shares in the Company in January 2026 pursuant to a shareholder resolution.
The balance of the 2024 and 2025 bonus amounts was paid in cash during 2026.
The table below shows the Directors emoluments for the prior 12-month period.
It should be noted that a direct comparison cannot be made to with the above
table, which is for a 17-month period and included bonuses for 2024 and 2025.
Year ending 31 July 2024 Salaries and fees Performance bonus BIK Pensions Share-based payments Total
2024
£000 £000 £000 £000 £000
BJ O'Cathain 48 - - - - 48
SG Oddie (resigned 23 November 2023) 11 - 1 - - 12
S Williams(resigned 23 November 2023) 11 - - - - 11
W Holland 203 60 3 20 49 335
A Stuart 162 36 6 16 22 242
S Ashby-Rudd (appointed 20 December 2023) 27 - - - - 27
E Rowley (appointed 8 April 2024) 13 - - - 13
---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- ----------------------------------
475 96 10 36 71 688
================== ================== ================== ================== ================== ==================
Pension charges represent premiums paid to money purchase pension plans during
the year. Share-based payments charges represent the accounting charge in
respect of share options. No share options were exercised during the period
(2024: none).
5 Employee information
17 months Year
ended ended
31 December 31 July
Average monthly number of employees including directors - Group 2025 2024
Number Number
Management and technical 7 8
Field exploration and production 4 4
---------------------------------- ----------------------------------
11 12
=================== ===================
17 months Year
ended ended
31 December 31 July
Staff costs - Group 2025 2024
£000 £000
Wages and salaries (including directors' emoluments) 1,767 1,155
Social security 197 136
Pensions 99 79
Share-based payments (note 22) 186 98
----------------------------------- -----------------------------------
2,249 1,468
=================== ====================
17 months Year
ended ended
31 December 31 July
Average monthly number of employees including directors - Company 2025 Number 2024
Number
Management and technical 7 8
---------------------------------- ----------------------------------
7 8
==================== ==================
17 months Year
ended ended
31 December 31 July
Staff costs - Company 2025 2024
£000 £000
Wages and salaries (including directors' emoluments) 1,420 885
Social security 168 103
Pensions 79 63
Share-based payments 186 98
----------------------------------- -----------------------------------
1,853 1,149
==================== ==================
6 Finance income
17 months Year
ended ended
31 December 31 July
2025 2024
£000 £000
Bank interest received 5 15
Foreign exchange gains - 208
Other finance income 4 -
------------------------------ ------------------------------
9 223
================== ===================
7 Finance expense
17 months Year
ended ended
31 December 31 July
2025 2024
£000 £000
Unwinding of discount on decommissioning provision (note 20) 653 437
Foreign exchange loss 42 -
Fair value adjustment on revenue swap agreement (note 16) 49 -
Other finance expense 2 2
------------------------------------ ------------------------------------
746 439
=================== ====================
8 Taxation
17 months Year
ended ended
31 December 31 July
2025 2024
£000 £000
Movement in deferred tax asset (note 19) 515 (2,102)
Movement in deferred tax liability (note 19) (515) 2,102
------------------------------------ ------------------------------------
Taxation expense - -
==================== ==================
UK corporation tax is calculated at 40%
(2024: 40%) of the estimated assessable profit for the year being the
applicable rate for a ring-fence trade including the Supplementary Charge of
10%. From 24 May 2022 the Energy Profits Levy ("EPL") applied to the Group,
and it was levied at 25% of assessable EPL profits for the period from 26 May
2022 to 31 December 2022, and at 35% from 1 January 2023 onwards. The rate at
which the EPL is levied increased from 35% to 38% and the investment allowance
of 29% on general investment expenditure was abolished on 1 November 2024. The
EPL is set to expire on 31 March 2030 at the latest. Due to existence of
qualifying carried forward tax losses, the Group did not generate profits
subject to the Energy Profits Levy, Corporation Tax or Supplementary Charge
tax during the period.
17 months Year
ended ended
31 December 31 July
2025 2024
£000 £000
Loss before taxation (2,737) (6,781)
================== ==================
Tax reconciliation
Loss multiplied by the standard rate of corporation tax in the UK including (1,095) (2,712)
Supplementary Charge of 40% (2024: 40%)
Expenses not deductible for tax purposes 791 2,581
Deferred tax asset not recognised 45 113
Accelerated capital allowances (57) (169)
Taxed at a different rate 415 (121)
Losses carried forward 630 949
Previously unrecognised tax losses utilised (729) (641)
--------------------------------- ---------------------------------
Total taxation expense - -
=================== =================
9 Profit on disposal of license interest
17 months Year
ended ended
31 December 31 July
2025 2024
£000 £000
Profit on disposal of the royalty interest 170 -
=================== ================
The royalty agreement (the "Agreement") related to the Whisby-4 well, held
with BritNRG, the operator and licence holder of the Whisby Field, was
terminated in December 2024. In the period leading up to the termination of
the Agreement it had not generated income for Europa, and further investment
would have been required to potentially restore it to a revenue-generating
position. Due to the technical risks involved, the Company determined that its
capital was better directed toward other assets within its portfolio. The
Agreement had already been fully written down in Europa's accounts, with a
carrying value of nil as at 31 July 2024 and at the date of termination.
Following its termination, all associated liabilities have been written off by
the parties, resulting in a net gain of £170,000 to the Group.
10 Earnings per share
Basic loss per share ('LPS') has been calculated on the loss after taxation
divided by the weighted average number of shares in issue during the period.
Diluted LPS uses an average number of shares adjusted to allow for the issue
of shares on the assumed conversion of all in-the-money options.
As the Group made a loss from continuing operations in the year, any
potentially dilutive instruments were considered to be anti-dilutive.
Therefore, the diluted LPS is equal to the basic LPS for the year. As at 31
December 2025 there was Nil (2024: Nil) potentially dilutive instruments in
issue related to "in the money" options.
The calculation of the basic and diluted earnings per share is based on the
following:
17 months Year
ended ended
31 December 31 July
2025 2024
£000 £000
Loss for the year attributable to the equity shareholders of the parent (2,737) (6,781)
======================= =======================
Weighted average number of shares
For the purposes of basic LPS 959,184,178 959,184,178
For the purpose of diluted LPS 959,184,178 959,184,178
11 Intangible assets
Intangible assets - Group 2025 2024
£000 £000
At 1 August 2,664 7,146
Additions 398 486
Exploration impairment - (4,968)
-------------------------------------- --------------------------------------
At 31 December 3,062 2,664
======================= =====================
Intangible assets comprise the Group's pre-production expenditure on licence
interests as follows:
2025 2024
£000 £000
Ireland FEL 4/19 (Inishkea) 2,545 2,444
UK PEDL182 (Broughton North) 40 35
UK PEDL343 (Cloughton) 477 185
-------------------------------- --------------------------------
Total 3,062 2,664
======================= =======================
Exploration impairment 2025 2024
£000 £000
Serenity - (4,871)
PEDL 181 - (97)
12 Property, plant & equipment
Property, plant & equipment - Group
Furniture & computers Producing Right of use assets Total
fields
£000 £000 £000 £000
Cost
At 31 July 2023 56 16,004 91 16,151
Additions 21 460 - 481
------------------------------- ------------------------------- ------------------------------- -------------------------------
At 31 July 2024 77 16,464 91 16,632
Additions 6 545 - 551
Reassessment of decommissioning liability (note 20) (61)
- (61) -
------------------------------- ------------------------------- ------------------------------- -------------------------------
At 31 December 2025 83 16,948 91 17,122
==================== ==================== ================= ======================
Depreciation, depletion and impairment
At 31 July 2023 28 13,636 70 13,734
Charge for year 20 753 8 781
Impairment in year - 189 - 189
------------------------------- ------------------------------- ------------------------------- -------------------------------
At 31 July 2024 48 14,578 78 14,704
Charge for year 28 817 9 854
Impairment in period - 323 - 323
------------------------------- ------------------------------- ------------------------------- -------------------------------
At 31 December 2025 76 15,718 87 15,881
=================== ====================== ================= ====================
Net book value
At 31 July 2023 28 2,368 21 2,417
=============================== =============================== =============================== ===============================
At 31 July 2024 29 1,886 13 1,928
=============================== =============================== =============================== ===============================
At 31 December 2025 7 1,230 4 1,241
=============================== =============================== =============================== ===============================
The producing fields referred to in the table above are the production assets
of the Group, namely the oilfields at Wressle, Crosby Warren and West Firsby.
The carrying value of each producing field was tested for impairment by
comparing the carrying value with the value-in-use. The value-in-use was
calculated using a discounted cash flow model with production decline rates
based on engineering estimates and recent production experience. Brent crude
price was based on the Quarter 4 ERCE Sproule forward curve, which assumes an
average oil price per barrel in the table below. For years after 2035 a 2%
inflation factor was applied.
Year Price Year Price Year Price
2026 $ 62 2030 $ 75 2034 $ 81
2027 $ 67 2031 $ 76 2035 $ 83
2028 $ 72 2032 $ 78
2029 $ 73 2033 $ 79
The post-tax discount rate of 12.5% (pre-tax 20.83%) is high because of the
applicable rates of tax in the UK. Cash flows were projected over the expected
life of the fields which is expected to be longer than five years.
Based on the assumptions set out above, an impairment of £323k of producing
assets, mainly relating to capital expenditures on the Group's Crosby Warren
and West Firsby assets (2024: impairment of £189k). The recoverable amount
was calculated at a discount rate of 12.5% (2024: 10%).
Sensitivity to key assumption changes
Variations to the key assumptions used in the value-in-use calculation, as
outlined above, would cause impairment of the producing fields as follows:
Impairment of producing fields £000
Production decline rate
+10% -
-10% -
Brent crude price per barrel
$65 flat -
$55 flat -
Pre-tax discount rate
20% -
25% -
None of the variations result in an impairment individually.
Property, plant & equipment - Company
Furniture & computers Right of use assets Total
£000 £000 £000
Cost
At 31 July 2023 55 61 116
Additions 14 - 14
------------------------------- ------------------------------- -------------------------------
At 31 July 2024 69 61 130
Additions 6 - 6
------------------------------- ------------------------------- -------------------------------
At 31 December 2025 75 61 136
==================== ====================== =======================
Depreciation
At 31 July 2023 28 39 67
Charge for year 18 8 26
------------------------------- ------------------------------- -------------------------------
At 31 July 2024 46 47 93
Charge for year 25 9 34
------------------------------- ------------------------------- -------------------------------
At 31 December 2025 71 56 127
==================== ================== ===================
Net book value
At 31 July 2023 27 22 49
=============================== =============================== ===============================
At 31 July 2024 23 14 37
=============================== =============================== ===============================
At 31 December 2025 4 5 9
=============================== =============================== ===============================
13 Investments
13a) Investment in joint ventures
Group Company
31 December 31 July 31 December 31 July
2025 2024 2025 2024
£000 £000 £000 £000
Investment in Antler Global Limited 2,285 2,406 2,425 2,425
On 20 December 2023, the Company completed the acquisition of an interest of
42.9% in Antler Global Limited ("Antler") for a total cash consideration of
US$3,000,000 (£2,353,000). The consideration was payable to Antler in
instalments, and the final instalment of £287,000 was paid in October 2024.
The investment was initially recognised at the value of the purchase price and
direct incremental transaction costs of £72,000 for a total investment value
of £2,425,000. Subsequent to the Company's investment, Antler has been
engaged in exploration activities, the costs of which have been capitalised as
intangible assets resulting in an immaterial charge to its statement of
comprehensive income. Summarised financial information for Antler at 31
December 2025 is included below:
31 December 2025 31 July
2024
Summarised balance sheet £000 £000
Current assets 60 981
Non-current assets 5,816 4,623
Current liabilities (712) (158)
Net assets 5,164 5,446
Company % interest in Antler 42.857% 42.857%
--------------------- ---------------------
Company share of net assets 2,213 2,334
Capitalised transaction costs 72 72
--------------------- ---------------------
Investment in Antler Global Limited 2,285 2,406
=========== ===========
17 months to 31 December 2025 12 months to 31 July
2024
Summarised statement of comprehensive income £000 £000
Revenue - -
Loss from continuing operations (16) (2)
--------------------- ---------------------
Total comprehensive loss (16) (2)
=========== ===========
13b) Investments in subsidiaries - Company
31 December 31 July
2025 2024
£000 £000
At 1 August 2,343 2,343
Provision for impairment (1,989) -
----------------------------------------- -----------------------------------------
At 31 December 354 2,343
======================= ===================
The Company's investments at the reporting date include 100% of the share
capital in the following unlisted companies:
· Europa Oil & Gas Limited, which undertakes oil and gas
exploration, development and production in the UK.
· Europa Oil & Gas (West Firsby) Limited, which is non-trading.
· Europa Oil & Gas (Ireland West) Limited, which previously held
the interest in the FEL 2/13 licence.
· Europa Oil & Gas (Ireland East) Limited, which previously held
the interest in the FEL 3/13 and FEL 1/17 licences.
· Europa Oil & Gas (Inishkea) Limited, which holds the interest in
the FEL 4/19 and previously held the interest in FEL 3/19 licences.
· Europa Oil & Gas (New Ventures) Limited, which previously held
the interest in the Moroccan licence.
All six companies are registered in England and Wales, all having their
registered office at 54 Charlotte Street, London W1T 2NS.
The results of the six companies have been included in the consolidated
accounts.
Europa Oil & Gas Limited owns 100% of the ordinary share capital of Europa
Oil & Gas (UK) Limited (registered in England and Wales with registered
office at 54 Charlotte Street, London W1T 2NS and is non-trading).
During the current period the Company made a provision for impairment against
the carrying value of its investments in subsidiaries to reflect the current
assessment of the fair value of these investments, driven predominantly by low
forecast oil price as at the reporting date.
14 Inventories - Group
31 December 31 July
2025 2024
£000 £000
Oil in tanks 13 9
====================================== ======================================
15 Trade and other receivables
Group Company
31 December 31 July 31 December 31 July
2025 2024 2025 2024
Current trade and other receivables £000 £000 £000 £000
Trade receivables 473 1,002 210 133
Other receivables 31 33 19 12
Corporation tax receivable - 50 - -
Prepayments 146 224 60 91
-------------------------------- -------------------------------- ----------------------------------- -----------------------------------
650 1,309 289 236
================= ================= ==================== ====================
Non-current other receivables
Owed by Group undertakings (note 23) - - 557 5,502
=================== =================== ================== ===================
16 Financial liabilities designated at fair value through
profit and loss
2025 2024
£000 £000
Current Financial liabilities designated at fair value through profit and loss
Revenue swap liability payable in less than 1 year 155 -
======================= =====================
Non-current Financial liabilities designated at fair value through profit and
loss
Revenue swap liability payable in 1 to 2 years 139 -
======================= =====================
During the period the Group entered into an arrangement under which it
received £370,000 ($500,000) on completion in exchange for granting the
counterparty the right to receive a monthly payment equivalent to a percentage
of 4.5% of the gross revenues of the Wressle 1 well for a specified period.
The obligation requires the Group to make variable cash payments based on
actual oil production levels and prevailing oil prices and is recognised in
accordance with the accounting policy for financial liabilities designated at
FVTPL. Payments to the counterparty commenced in August 2025 and the Group
made repayments of £102,000 during the period. The Group remeasured the
liability at the reporting date of 31 December 2025 with reference to
estimated future production and oil prices which resulted in a fair value loss
of £49,000, inclusive of the effects of changes in exchange rates, which is
included in finance expense.
17 Trade and other payables
Group Company
31 December 31 July 31 December 31 July
Current trade and other payables 2025 2024 2025 2024
£000 £000 £000 £000
Trade payables 108 140 85 61
Lease liabilities 4 6 4 6
Other payables 817 1,241 608 369
-------------------------------------- -------------------------------------- --------------------------------------- ---------------------------------------
929 1,387 697 436
=================== =================== ==================== ====================
Non-current trade and other payables
Lease liabilities - 6 - 6
18 Leases
Group Company
31 December 31 July 31 December 31 July
2025 2024 2025 2024
£000 £000 £000 £000
Amounts recognised in the statement of comprehensive income:
Interest on right of use liabilities - (1) - (1)
Amounts recognised in the statement of cash flows:
Repayment of lease liabilities - principal (8) (7) (8) (7)
Repayment of lease liabilities - interest - (1) - (1)
Maturity analysis (undiscounted):
Amounts due within 1 year (4) (6) (4) (6)
Amounts due after more than 1 year & less than 5 years - (6) - (6)
Amounts due after more than 5 years - - - -
The Group's right of use asset comprises the lease of one vehicle (Note 12).
The corresponding lease liability for the right to use leased asset is
included within trade and other payables in the statement of financial
position (Note 17).
19 Deferred tax - Group
31 December 31 July
2025 2024
Recognised deferred tax asset: £000 £000
As at 1 August - -
Charged to statement of comprehensive income - -
------------------------------------------ ------------------------------------------
At 31 December - -
====================== =======================
The Group has a deferred tax liability of £1,348,000 (2024: £833,000)
arising from accelerated capital allowances and a deferred tax asset of
£1,348,000 (2024: £833,000) arising from trading losses which will be
utilised against future taxable profits. These were offset against each other
resulting in a £nil net asset/liability (2024: £nil net asset/liability).
This offsetting was required because the Group settles current tax assets and
liabilities on a net basis.
Non-recognised long-term deferred tax asset
The Group has a non-recognised deferred tax asset of £12.1 million (2024:
£11.8 million), which arises in relation to ring-fenced UK trading losses of
£15.9 million (2024: £14.4 million), STC losses (including investment
allowances) of £14.7 million (2024: £14.3 million), non-ring-fenced UK
trading losses of £11.7 million (2024: £11.7 million), EPL losses of £5.9
million (2024: £5.8 million) and subsidiary losses and carried forward
capital expenditure of £8.0 million (2024: £7.9 million) that have not been
recognised in the accounts as the timing of the utilisation of the losses is
considered uncertain.
No deferred tax assets or liabilities are recognised in the Company.
20 Provisions - Group
Decommissioning provisions are based on third party estimates of work which
will be required and the judgement of directors. By their nature, timing and
the detailed scope of work required are uncertain.
31 December 31 July
Long-term provisions 2025 2024
£000 £000
As at 1 August 4,607 4,368
Charged to statement of comprehensive income (note 7) 653 437
Change in estimated phasing of cash flows (61) (198)
-------------------------------- --------------------------------
At 31 December / 31 July 5,199 4,607
=================== ====================
The change in the estimated decommissioning provision resulted mainly from a
reassessment of the estimated timings of when such decommissioning activities
are undertaken at the end of their economic lives as well as a reassessment of
the applicable discount rate used. The timing of decommissioning activities is
estimated with reference to the estimated timing of cessation of production,
considering updated assessments of timing of further development works and
licence expiry dates.
Sensitivity to key assumption changes
Variations to the key assumptions used in the decommissioning provision
estimates would cause increases / (reductions) to the provision as follows:
Further decommissioning provision £000
Inflation rate (current assumption 3%)
2% (449)
5% 1,036
Discount rate (current assumption 4.83%)
5% (62)
15% (2,418)
No provisions have been recognised in the Company.
21 Called up share capital
2025 2024
£000 £000
Allotted, called up and fully paid ordinary shares of 1p
At 1 August 2024: 959,184,193 shares (1 August 2023: 959,184,193) 9,592 9,592
Issued in the period: nil shares (2024: nil shares) - -
-------------------------------- --------------------------------
At 31 December 2025: 959,184,178 shares (31 July 2024: 959,184,178) 9,592 9,592
============ =============
The following describes the purpose of each reserve within owners' equity:
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value
Merger reserve Reserve created on issue of shares on acquisition of subsidiaries in prior
years
Retained deficit Cumulative net gains and losses recognised in the consolidated statement of
comprehensive income
Foreign currency translation reserve ('FCTR') Component of equity that arises from the translation of foreign operations'
financial statements into the reporting currency of the parent entity
22 Share-based payments
The Group operates an approved Enterprise Management Incentive ('EMI') share
option scheme for employees and an unapproved scheme for grants in excess of
EMI limits and for non-employees. Both schemes are equity-settled share-based
payments as defined in IFRS 2 Share-based payments. A recognised valuation
methodology is employed to determine the fair value of options granted as set
out in the standard. The charge incurred relating to these options is
recognised within operating costs.
Combined information for the two schemes operated by the Group is set out
below.
There are 56,739,840 ordinary 1p share options/warrants outstanding (31 July
2024: 60,265,474).
These are held as follows:
Holder 31 December 2025 31 July 2024
W Holland 25,599,840 20,000,000
A Stuart - 15,000,000
Employees of the Group 15,840,000 15,840,000
Consultants and advisers 15,000,000 9,425,474
--------------------------------------------------- ---------------------------------------------------
Total 56,439,840 60,265,474
==================== ====================
A Stuart resigned as a director and employee of the Group in December 2024 and
resultantly options held by him has been recategorised as held by consultants
and advisors.
The fair values of options were determined using a Black Scholes Merton model
or, in the case of those issued to advisers as part of the share issue, the
fair value was deemed to be the share issue price. Volatility is based on the
Company's share price volatility since flotation.
During the year 9,425,474 fully vested warrants held by consultants and
advisors to the company expired (2024: 14,114,154 options expired, 17,171,000
options cancelled).
2025 2025 2024 2024
Number of options Average exercise price Number of options Average exercise price
Outstanding at the start of the year 60,265,474 1.21p 41,550,628 2.04p
Granted - employees/directors 5,599,840 1.00p 50,000,000 1.08p
Expired (9,425,474) 1.80p (14,114,154) 1.35p
Cancelled - - (17,171,000) 2.70p
------------------------------------------------- ----------------------------------- ------------------------------------------------- -----------------------------------
Outstanding at the end of the year 56,439,840 1.10p 60,265,474 1.21p
Exercisable at the end of the year 720,000 2.11p 10,145,474 1.82p
The 5,599,840 new EMI options granted in 9 April 2025 vest in three years, and
are exercisable conditional upon the Europa Oil & Gas (Holdings) PLC
volume weighted average share price over the last 20 trading days prior to the
Vesting Date to be greater than or equal to 1.25 times the volume weighted
average share price over the last 20 trading days prior to the Grant Date, and
expire on the tenth anniversary of the grant date. The inputs used to
determine their values are detailed in the table:
Grant date 9 April 2025
Number of options 5,599,840
Share price at grant 0.6p
Exercise price 1.0p
Volatility 66.56%
Dividend yield Nil
Risk free investment rate 4.8%
Option life in years 10
Fair value per option 0.421p
Based on the fair values at initial recognition, the charge arising from
employee share options was £186,000 (2024: £98,000). The charge relating to
non-employee share options was £37,000 (2024: £nil). The charge allocated
directly to equity, relating to the issue of options on the issue of share
capital, was £nil (2024: £nil).
Share options/warrants outstanding at the end of the period have exercise
prices ranging from 1p to 8p and the weighted average remaining contractual
life at the end of the period was 8 years (2024: 8 years).
23 Financial instruments
The Group's and Company's financial instruments comprise cash and cash
equivalents, bank borrowings, loans, and items such as trade and other
receivables and trade and other payables which arise directly from its
operations. Europa's activities are subject to a range of financial risks, the
main ones being credit; liquidity; interest rates; commodity prices; foreign
exchange; and capital. These risks are managed through ongoing review
considering the operational, business and economic circumstances at that time.
Financial assets - Group
Amortised cost Amortised cost Fair value through other comprehensive income Fair value through other comprehensive income
31 December 31 July 31 December 31 July
2025 2024 2025 2024
£000 £000 £000 £000
Trade and other receivables 504 1,085 - -
Cash and cash equivalents 294 1,463 - -
-------------------- -------------------- ----------------------- -----------------------
Total financial assets 798 2,548 - -
================================ ================================ ===================================== =====================================
Financial assets - Company
Amortised cost Amortised cost Fair value through other comprehensive income Fair value through other comprehensive income
31 December 31 July 31 December 31 July
2025 2024 2025 2024
£000 £000 £000 £000
Investments 354 2,343 - -
Amounts due from Group companies 557 5,502 - -
Trade and other receivables 229 145 - -
Cash and cash equivalents 98 164 - -
-------------------- -------------------- ----------------------- -----------------------
Total financial assets 1,238 8,154 - -
================================ ================================ ===================================== =====================================
Financial liabilities - Group
Amortised cost Amortised cost Fair value through profit and loss Fair value through profit and loss
31 December 31 July 31 December 31 July
2025 2024 2025 2024
£000 £000 £000 £000
Trade and other payables (925) (1,381) - -
Lease liabilities (4) (12) - -
Financial liabilities designated at fair value - - (294) -
-------------------- -------------------- --------------------- -----------------------
Total financial liabilities (929) (1,393) (294) -
================================ ================================ ===================================== =====================================
Financial liabilities - Company
Amortised cost Amortised cost Fair value through other comprehensive income Fair value through other comprehensive income
2025 2024 2025 2024
£000 £000 £000 £000
Trade and other payables (693) (430) - -
Lease liabilities (4) (12) - -
-------------------- -------------------- --------------------- -----------------------
Total financial liabilities (697) (442) - -
================================ ================================ ===================================== =====================================
The carrying value of trade and other receivables, and trade and other
payables approximate their fair values due to the short-term nature and
expected maturity of these instruments.
Credit risk
The Group is exposed to credit risk as all crude oil production is effectively
sold to one multinational oil company. The customer is invoiced monthly for
the oil delivered to the refinery in the previous month and invoices are
generally settled in full within the same month that invoices are issued. At
31 December 2025 trade receivables were £470,000 (2024: £1,002,000). The
fair value of trade receivables and payables approximates to their carrying
value because of their short maturity. Any surplus cash is held on short-term
deposit with Royal Bank of Scotland. The maximum credit exposure in the year
was £1,221,000 comprising oil sales and recharges to joint ventures (2024
maximum exposure: £1,002,000). The reduction in the amount of trade
receivables is mainly due to the derecognition of receivables from BritNRG
pursuant to the termination of the Whisby-4 royalty agreement (note 9) and
lower oil production and sales volumes. The Company exposure to third party
credit risk is negligible. The intercompany balances with its subsidiaries
have been appropriately provided for to account for potential impairments.
Liquidity risk
The Company currently has no overdraft or overdraft facility with its bankers.
The Group and Company monitor their levels of working capital to ensure they
can meet liabilities as they fall due. The following table shows the
contractual maturities (representing the undiscounted cash flows) of the
Group's and Company's financial liabilities.
Group Company
Trade and other payables Trade and other payables
31 December 31 July 31 December 31 July
2025 2024 2025 2024
£000 £000 £000 £000
6 months or less 929 1,387 697 436
-------------------------------------- -------------------------------------- --------------------------------------- ---------------------------------------
Total 929 1,387 697 436
================================ ================================ ===================================== =====================================
Cash and cash equivalents in both Group and Company are all available at short
notice.
Trade and other payables do not normally incur interest charges. There is no
difference between the fair value of the trade and other payables and their
carrying amounts.
Interest rate risk
The Group has no interest-bearing liabilities and immaterial leases (Note 18).
All leases are at fixed rates of interest and the Group and Company are not
exposed to changes in interest rates.
Commodity price risk
The selling price of the Group's production of crude oil is set at a small
discount to Brent prices. The table below shows the range of prices achieved
in the year and the sensitivity of the Group's loss before taxation ('LBT') or
profit before tax ('PBT') to such movements in oil price. There would be a
corresponding increase or decrease to net assets.
2025 2025 2024 2024
Price PBT/(LBT) Price PBT
Oil price Month US$/bbl £000 US$/bbl £000
Highest August 2024 79.6 405 $88.90 250
Average 70.0 (11) $82.40 (9)
Lowest May 2025 61.4 (378) $76.60 (239)
The Revenue Swap Liability (Note 16) is restated at fair value at each
reporting date with reference to estimated future production and oil prices.
The table below shows the sensitivity of the Group's loss before taxation
('LBT') or profit before tax ('PBT') to such movements in oil price.
There is no commodity price risk in the Company.
2025 2025 2024 2024
Price LBT Price LBT
Oil price US$/bbl £000 US$/bbl £000
As used in fair value measurement (average) 62 - - -
At flat price 90 (90) - -
Foreign exchange risk
The Group's production of crude oil is invoiced in US$. Revenue is translated
into Sterling using a monthly exchange rate set by reference to the market
rate. The table below shows the range of average monthly US$ exchange rates
used in the year and the sensitivity of the Group's PBT / LBT to similar
movements in US$ exchange. There would be a corresponding increase or decrease
in net assets.
2025 2025 2024 2024
Rate LBT Rate LBT
US Dollar Month US$/£ £000 US$/£ £000
Highest June 2025 1.370 (123) 1.284 (187)
Average 1.313 4 1.260 (127)
Lowest January 2025 1.243 175 1.218 (17)
The table below shows the Group's currency exposures. Exposures comprise the
net financial assets and liabilities of the Group that are not denominated in
the functional currency.
Group Company
2025 2024 2025 2024
Currency Item £000 £000 £000 £000
Euro Cash and cash equivalents - 2 - 2
Trade and other payables (6) (5) (6) (5)
US Dollar Cash and cash equivalents 228 1,219 65 68
Trade and other receivables 547 869 124 133
Trade and other payables - - - -
---------------------------- ---------------------------- ---------------------------- ----------------------------
Total 769 2,085 183 198
==================== =================== ====================== ======================
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and maintain an optimal capital structure to reduce the cost of
capital. The Group defines capital as being the consolidated shareholder
equity and third-party borrowings (£nil at 31 December 2025). The Board
monitors the level of capital as compared to the Group's long-term debt
commitments and adjusts the ratio of debt to capital as is determined to be
necessary, by issuing new shares, reducing or increasing debt, paying
dividends and returning capital to shareholders.
Intercompany loans
The loans to the subsidiaries are not classified as repayable on demand. IFRS
9 requires consideration of the expected credit risk associated with the loan.
As the subsidiary company does not have any liquid assets to sell to repay the
loan, should it be recalled, the conclusion reached was that the loan should
be categorised as stage 3.
As part of the assessment of expected credit losses of the intercompany loan
receivable, the directors have considered the published chance of success for
Inishkea, and applying the 33% general wildcat exploration success rate, the
loans to Europa Oil & Gas Inishkea have thus been deemed 67% provided.
The loans to Europa Oil & Gas New Ventures, Europa Oil & Gas (Ireland
West) and Europa Oil & Gas (Ireland East) have been provided in full due
to the relinquishment of the licences held by the subsidiaries.
During the 17-month period to 31 December 2025 there has been a decrease in
the expected recoverable value of the Group's Wressle producing field which
was adversely impacted by the reduction in forecast UK oil and gas prices
during the period and reassessments of project timing and profiles for natural
gas production. These factors led to an increase in the provisions for
impairment that had been made in relation to loans to Europa Oil & Gas
Ltd.
The movement in the provision was as follows:
Europa Oil & Gas Limited Europa Oil & Gas (Ireland West) Limited Europa Oil & Gas (Ireland East) Limited Europa Oil & Gas (Inishkea) Limited Europa Oil & Gas (New Ventures) Limited Total
£000 £000 £000 £000 £000 £000
============= ============= ============= ============= ============= =============
Gross loan balances
Loan balance at 31 July 2023 27,562 705 1,342 1,391 1,045 32,045
Movement in loan (1,255) - - 181 - (1,074)
Loan balance at 31 July 2024 26,307 705 1,342 1,572 1,045 30,971
Movement in loan 1,640 - - 116 - 1,756
Loan balance at 31 December 25 2025 27,947 705 1,342 1,688 1,045 32,727
Provisions
Provision at 31 July 2023 (5,878) (705) (1,342) (932) (1,045) (9,902)
Movement in provision (15,446) - - (121) - (15,567)
Provision at 31 July 2024 (21,324) (705) (1,342) (1,053) (1,045) (25,469)
Movement in provision (6,623) - - (78) - (6,701)
Provision at 31 December 2025 (27,947) (705) (1,342) (1,131) (1,045) (32,170)
Net loan balance at 31 July 2023 21,684 - - 459 - 22,143
Net loan balance at 31 July 2024 4,983 - - 519 - 5,502
Net loan balance at 31 December 2025 - - - 557 - 557
24 Capital commitments and guarantees
For PEDL181 the partners have agreed to drill two development wells and to
construct a gas export line. These activities remain contingent upon planning
permission being granted, the budget being approved by the JV partnership and
the availability of a suitable rig. The total net cost to Europa for the work
programme is estimated to be £0.9 million in 2026 and £1.2 million in 2027.
25 Site rental commitments
Europa Oil & Gas Limited pays annual site rentals for the land upon which
the West Firsby and Crosby Warren oil field facilities are located.
Future contractual payments are as follows:
2025 2024
£000 £000
Less than 1 year 65 63
2-5 years 193 90
More than 5 years 105 -
--------------------------------- ---------------------------------
Total 363 153
============ =============
26 Related party transactions
Key management are those persons having authority and responsibility for
planning, controlling and directing the activities of the Group. In the
opinion of the Board, the Group's and the Company's key management are the
directors of Europa Oil & Gas (Holdings) PLC. Information regarding their
compensation is given in note 4.
The Company provided services to subsidiary companies as follows:
17 months Year
ended ended
31 December 31 July
2025 2024
£000 £000
Europa Oil & Gas Limited 521 319
Europa Oil & Gas (Inishkea) Limited 49 64
--------------------------------- ---------------------------------
Total 570 383
============ ==========
At the end of the period, after provisions, the Company was owed the following
amounts by subsidiaries:
31 December 31 July
2025 2024
£000 £000
Europa Oil & Gas Limited - 4,983
Europa Oil & Gas (Inishkea) Limited 557 518
--------------------------------- ---------------------------------
Total 557 5,501
============ =============
27 Post reporting date events
Following the passing of Resolutions 9 and 10 at the Company's Annual General
Meeting held on 30 December 2025, the Company issued 7,803,546 ordinary shares
of £0.01 each in the Company ("Ordinary Shares") to Bo Krøll, Non-Executive
Chairman, and 4,053,083 Ordinary Shares to William Holland, Chief Executive
Officer. Shares were allotted on 6 January 2026.
The Company announced on 16 January 2026 that the North Sea Transition
Authority has granted a 2-year extension to the first phase of the PEDL343
licence which holds the Company's 137bcf Cloughton discovery. As a result of
the extension the first phase of the licence will now expire on 21 March 2028
and the second phase will expire on 21 July 2030.
On 5 March Europa the Company raised a total of £4.1 million by way of an
issuance of new Ordinary Shares, of which £3.5 million was through the
placing of new Ordinary Shares to institutional investors. The Company also
raised further aggregate gross proceeds of approximately £640,000 following
an oversubscribed WRAP retail offer, (the "Placing"). The proceeds of the
Placing will go towards financing the drilling of the Barracuda prospect and
to provide general working capital to support working commitments on other
licence interests. The Placing has further strengthened the Company's balance
sheet and demonstrates the ongoing shareholder support for the business.
On 27 March 2026 the Company received notification from the Irish Government's
Department of Climate, Energy and the Environment that the Minister has given
his consent to extend the Phase 1 of FEL 4/19 to 31 January 2028. The Company
intends to use the extension to carry out further technical studies and allow
more time to secure a partner to advance development of the licence.
On 27 April the North Yorkshire Council ("NYC") planning committee notified
the Company of the decision at its meeting on 24th April that it is minded not
to approve the Company's plan for a well in Burniston on its Cloughton
prospect, despite the positive recommendation from the Council's planning
department that the operation should proceed. On 18 May the Local Planning
Authority ("LPA") issued its decision to refuse planning permission for the
Cloughton gas appraisal well. This refusal is despite the recommendation made
by the NYC's own planning officers who, after rigorously analysing the
planning application and the 13 independent experts whose separate reports all
supported the application, advised the LPA to approve the application. The
Company is disappointed with the LPA's decision and strongly disagrees with
the basis of the refusal. Europa is now assessing its options with a view to
appealing the decision and is confident that on appeal the planning permission
will be approved.
1 Europa holds 42.9% of the shares in Anter and Antler now has a 40%
interest in EG-08 (0.429 x 0.4 = 17.2%)
2 AVO - Amplitude Versus Offset is a seismic analysis technique that studies
how reflected sound-wave strength changes with distance to help identify
different underground rock and fluid types, such as oil and gas
3 Excludes £23,582 which is the Black Scholes valuation of EMI options
issued to W Holland in 2025 in lieu of a cash bonus which is accounted for in
accordance with the policy on share-based payments
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Europa Oil & Gas (Holdings)
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