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REG - Orcadian Energy PLC - Results for the year ended 30 June 2025

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RNS Number : 3304N  Orcadian Energy PLC  31 December 2025

31 December 2025

Orcadian Energy plc

("Orcadian" or the "Company")

Results for the year ended 30 June 2025

Orcadian Energy plc (AIM:ORCA), the low-emissions North Sea oil and gas
development company, is pleased to announce its audited results for the twelve
months ended 30 June 2025.

Highlights:

The start of the financial year was marked by significant changes in the UK's
political and regulatory landscape. Four days into the period, the election of
a new government introduced policies that had a material impact on the oil and
gas sector. These included an increase and extension of the Energy Profits
Levy (EPL), the removal of investment incentives, and a pause in licensing
activity. Collectively, these measures created a challenging environment for
the industry throughout the year.

So, progress in 2024-25 has been slower than we would have liked.
Nevertheless: there were highlights:

·      P2244 and P2482 licence extensions to November 2028 and July 2027
respectively. These two licences are the core of our viscous oil business, and
we appreciate the North Sea Transition Authority's (NSTA) support.

·      Understanding of the scope of our Earlham project: Earlham is
intended to supply unprocessed gas to an offshore power station, and accept
carbon dioxide for pressure support and storage. The Earlham project is
intended (subject to NSTA approval) to consist of a wellhead platform, two
production wells and one injection well in a high-quality Leman sandstone with
no requirement for hydraulic stimulation.

·      Earlham power to be exported to data centre customers: The
generated power is planned to be exported to data centres located on the M25
corridor, where demand for clean, dispatchable electricity has risen beyond
the grid's current capacity.

After the reporting period:

·      Completion of dynamic modelling on Pilot by the new Operator
Ping, which delivered resource estimates and production profiles in line with
Orcadian's previous work.

·      Revelation of a new approach to development of the light oil
Lowlander reservoir which we intend to discuss with our Operator Serica and
nearby infrastructure owners in 2026.

·      A small, company arranged, fund raising through the issue of
convertible loan notes, with supportive and committed investors, to ensure the
Company has sufficient working capital.

And most important of all, for the whole industry:

·      Clarity on the terms for the replacement for the EPL which mean
that the new windfall tax is both fair and genuine. Fiscal risk on the UKCS is
now massively diminished.

While the pause in licensing activity represents a challenge for the sector,
Orcadian Energy remains well-positioned with a strong portfolio of assets. The
Company holds five licences, including three appraised development projects
(Pilot, Earlham, and Lowlander), two appraisal targets (Elke and Fynn Beauly),
and three gas exploration prospects (Clover, Glenlough, and Breckagh). In
addition, there is potential for the redevelopment of the Orwell field.

Our priority is to maximise value for shareholders from these licences. The
Board is committed to delivering this objective under all market conditions.

The full financial statements are available at this link:
https://orcadian.energy/investors/results-reports/
(https://orcadian.energy/investors/results-reports/)

 

Report and Accounts and Annual General Meeting

A copy of the annual report and accounts for the year ended 30 June 2025 will
be available on the Company's website (https://orcadian.energy
(https://orcadian.energy/) ) with effect from today. The Company will be
posting its annual report and accounts to its shareholders.

The AGM will be held during January and will be the subject of a further
announcement.

For further information on the Company please visit the Company's
website: https://orcadian.energy (https://orcadian.energy/)

 

Contact:

 Orcadian Energy plc                              + 44 20 7920 3150
 Steve Brown, CEO

 Alan Hume, CFO
 Zeus (Nomad and Joint Broker)                    +44 20 3829 5000
 Darshan Patel / John Moran (Investment Banking)

 Simon Johnson (Corporate Broking)
 Albr (Joint Broker)                              +44 207 399 9425
 Colin Rowbury / Jon Belliss

 

About Orcadian Energy

Orcadian is a North Sea focused, low emissions, oil and gas exploration and
development company. Orcadian may be a small operator, but it is also nimble,
and the Directors believe it has grasped opportunities that have eluded some
of the much bigger companies. As we strike a balance between Net Zero and a
sustainable energy supply, Orcadian intends to play its part to minimise the
cost of Net Zero and to deliver reliable energy to the UK.

Qualified Person's Statement

Pursuant to the requirements of the AIM Rules and in particular, the AIM Note
for Mining and Oil and Gas Companies, Maurice Bamford has reviewed and
approved the technical information and resource reporting contained in this
announcement.

Maurice has more than 35 years' experience in the oil & gas industry and 3
years in academia. He holds a BSc in Geology from Queens University Belfast
and a PhD in Geology from the National University of Ireland. Maurice is a
Fellow of the Geological Society, London, and a member of the Geoscience
Energy Society of Great Britain. He is Exploration and Geoscience Manager at
Orcadian Energy.

Chairman and CEO's Statement

The fortunes of Orcadian are tied to the fortunes of the UK's oil and gas
business. We have all worked other basins in the past, but there is none we
know as well as the UK; and whilst the Siren song of overseas diversification
is sweet, we know this basin, we know the regulatory framework and the
regulators, and we know the potential counter-parties, having learned our
trade with their principals since we were all in short trousers.

 

UK Oil and Gas Sector

Oil and gas is too important to the UK to be allowed to fester, whether
transition is the order of the day or a new government exhorts us to "drill,
baby drill". So, while progress is slower than we would like, and we are very
impatient, progress there is and progress there will be.

 

At her budget speech in November 2025, Reeves did not mention oil and gas
once, but the Treasury published the results of the consultation on the
replacement for the iniquitous Energy Profits Levy ("EPL"). Always one for a
snappy acronym, Treasury has dubbed the replacement windfall tax the Oil and
Gas Price Mechanism ("OGPM"). We will call it the new windfall tax.

 

The new windfall tax is an elegant solution for the fiscal mess that our
political masters have confected for us. Between Hunt and Reeves, the EPL was
transformed from a short-term windfall tax into a confusing, unfair, and
burdensome levy that has threatened the entire existence of the North Sea oil
and gas industry. Having assisted in that process, Treasury has designed an
elegant exit that will incentivise near term investment in projects, and
provide fiscal clarity on the future tax regime while preserving a genuine and
fair windfall tax.

 

You would not think that if you read the newspapers, rather than the
Treasury's consultation response, but 'tis the case.

 

Starting with the future fiscal environment. From 2Q 2030 the EPL is no more,
it is replaced by the OGPM and any allowances that might offset EPL have no
value past that date, but the 38% levy on top of the "permanent tax regime" is
gone. The "permanent tax regime" is the combination of a 30% corporation tax
and a 10% supplementary charge; this regime has never been stable but we are
all accustomed to it and everyone in the industry understands how it works,
Unlike the renewable power industry, the oil and gas industry expects to pay
higher taxes and is unaccustomed to guaranteed prices and other government
subsidies.

 

The replacement tax only applies to revenue in excess of a threshold price for
the product. The thresholds are close to the actual real historic average
prices for our products: $90/bbl for oil and 90p/therm for gas. The OGPM is a
35% revenue tax that only applies to the price over the threshold so if the
price for oil is $120/bbl producers pay 35% of $30/bbl, as opposed to 38% of
$120/bbl in today's system.

 

This makes sense, bankers and boards take decisions to develop new fields with
conservative assumptions about oil and gas prices. The existing and poorly
named Energy Security Investment Mechanism guarantees that investment decision
makers combine low product prices with a greedy fiscal take. So, the industry
has been paralyzed, temper tantrums ensue and despair grips the industry.

We can all wake up, the nightmare is over, it is time to get to work on
planning projects, and with the rules established, work out how to make the
best of the situation we find ourselves in.

 

For companies that are currently producing, and paying EPL, the message is
clear - start projects and spend money between now and the end of EPL. Every
pound spent on development and exploration projects reduces those companies'
tax bill by 38% without an offsetting uplift to their tax bills when those
projects start production.

 

Producers have the opportunity to execute projects for nearly 40% off, if they
sanction them now. That message hasn't got through to all the players just
yet, but it soon will.

 

We are very upbeat about the prospects for a renewed wave of North Sea
investment. Orcadian's strategy has always been to build a portfolio of
carried interests in projects that can deliver a legacy for our investors and
shareholders and while we are disappointed that new licences are limited to
the Transitional Energy Certificates, which we believe will enable access to
the Feugh discovery in support of Pilot, we would not be surprised if a future
government reversed this policy as quickly as the New Zealand government has
done.

 

Orcadian has five licences with three appraised development projects (Pilot,
Earlham and Lowlander), two appraisal targets (Elke and Fynn Beauly), three
gas exploration prospects (Clover, Glenlough and Breckagh) and the potential
redevelopment of Orwell. From the industry's perspective the hiatus in licence
awards chokes off the supply of new project opportunities. From Orcadian's
perspective, we have multiple opportunities for investment at a time when the
producing companies paying EPL need good investment opportunities and have
limited means to access new opportunities from the NSTA.

 

In our view the current limitation on new licences is a two-edged sword, a
constraint for the industry but an opportunity for Orcadian to benefit from
the work we did to maintain and grow our licence portfolio since listing.

 

Business Outlook

Ping continues to progress Pilot and we are working to support them as they
build their in-house static and dynamic models of how Pilot will perform under
a polymer flood. Our viscous oil business includes our 18.75% carried interest
in Pilot, our 100% interest in the Elke and Narwhal discoveries, and our 50%
interest in the Fynn Beauly and Lowlander discoveries. Pilot is the trail
blazing project which can demonstrate how best to recover viscous oil, over a
range of gravities, from under the tempestuous North Sea.

 

We don't ignore light oil either, Lowlander is a well appraised discovery with
good potential but a very high hydrogen sulphide content. We have conceived a
different approach to development of this resource, and we will aim to engage
the industry on the potential of this project during 2026.

 

The focus during 2024-2025 has been on our gas assets, the most advanced of
which is the Earlham gas development. Earlham is a great example of our
overarching strategy to focus on great rocks and innovate around tricky
fluids. The reservoir in Earlham is top-notch. It was never buried to the
depth a lot of the low permeability gas fields in the Southern North Sea basin
were. Permeability is about 250 millidarcies, great for a gas field. The
reason this field was abandoned by BP and other operators was the gas. It is
49% carbon dioxide, so it needs innovation to make it work.

 

In our likely partners, The Independent Power Corporation plc ("IPC") and The
Marine Low Carbon Power Company Limited ("MLCP"), we have found commercial and
technical innovation in spades.  The scope of the upstream project is now
defined. The Earlham project partners will construct a wellhead tower with a
metering skid and sell unprocessed gas to the offshore power station; the
power station will return almost all the carbon atoms that came out of Earlham
(either in the form of carbon dioxide, or as methane, then combusted and
captured) at injection pressure to maintain reservoir pressure in Earlham.

 

Electrical power will be exported South, past the bottleneck in the East
Anglian grid, to an identified landfall that will connect into the grid and
support data centres under construction around the M25. The data centres will
be able to purchase reliable low-carbon electricity, a rarity.

 

The project is material, but our portion is straightforward and well defined.
We continue to work on defining a farm-in arrangement or corporate joint
venture arrangement to enable the development of Earlham and the redevelopment
of Orwell, and once the terms are pinned down we will make an announcement.
This project, which requires no government subsidies, is essential to the
fortunes of these planned datacentres so we believe the project will happen.

 

We believe the UK North Sea is on the verge of a resurgence and that Orcadian
is well positioned to make the best of it. The company has multiple options to
progress, and shareholders can be confident that management will choose the
path that maximizes opportunities for value crystallization and minimises
shareholder dilution.

 

Financial Results

The Group incurred a loss for the year to 30 June 2025 of £884,906 (30 June
2024 - loss of £938,471).

The loss mainly arose from salaries, consulting and professional fees along
with general administration expenses and new business development.

 

Cash generated from operations totalled £86,936 (30 June 2024 - cash used in
operations of (£489,787)). As at 30 June 2025, the Group had a cash balance
of £77,244 (30 June 2024 - £214,977). At the date of this announcement, the
Group's cash balance was £326,862

 

Oil Price Outlook

Last year we wrote this paragraph about oil prices: "Given the results of the
US Presidential election and President Trump's commitment to lower energy
prices, we can expect that geology, not politics, will be the constraint on US
production which underpins the world's ability to supply energy. Predicting
oil and gas prices is futile, they will either go up or down and most likely
will go up and down. However, we can be confident that the International
Energy Agency ("IEA") will be surprised by the strength of demand and OPEC
will be surprised by the strength of supply, averaging these two
organisations' projections is not a bad way to divine the future." Please read
it again, currently we are in a phase where expectations are that oil and gas
will be in abundance so the narrative is that oil prices will be low. It won't
last.

 

Joseph Darby, Chairman, and Stephen Brown, CEO

 

30 December 2025

 

INDEPENDENT AUDITOR'S REPORT TO THE DIRECTOR'S OF ORCADIAN ENERGY PLC

 

Opinion

We have audited the financial statements of Orcadian Energy plc (the
'Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025
which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Financial Position, the Consolidated
and Company Statements of Changes in Equity, the Consolidated and Company
Statements of Cash flows and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted
international accounting standards and as regards the Company financial
statements, as applied in accordance with the provisions of the Companies Act
2006.

In our opinion:

·      the financial statements give a true and fair view of the state
of the Group's and of the Company's affairs as at 30 June 2025 and of the
Group's loss for the year then ended;

·      the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;

·      the Company financial statements have been properly prepared in
accordance with UK-adopted international accounting standards and as applied
in accordance with the provisions of the Companies Act 2006; and

·      the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2.4 in the financial statements, which indicates
that the Group and Company are reliant on raising finance within the 12 months
following the date of approval of these financial statements in order to meet
obligations as they fall due and continue to fund further exploration
expenditure over this period. As stated in note 2.4, these events or
conditions, indicate that a material uncertainty exists that may cast
significant doubt on the Group and Company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.

 

In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group and Company's ability to continue to adopt the going
concern basis of accounting included:

·      Reviewing the accuracy of historical forecasts by comparison to
the actual results in the year to assess the accuracy of management's
forecasting process;

·      Obtaining management's going concern assessment for the period to
31 December 2026. Corroborating and challenging the key inputs and assumptions
in the underlying cashflow forecasts prepared by management;

·      Verifying actual cash position as at 30 November 2025 to the
forecast position; and

·      Discussing strategies regarding future availability of funding
and assessing the likelihood of the required funds being successfully raised
by considering the funds required and the Group's and Company's ability to
raise such funds. This has included obtaining and reviewing key terms of
agreements entered into after the year end.

Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.

Our application of materiality

The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures.  We also
determine a level of performance materiality which we use to assess the extent
of testing needed to reduce to an appropriately low level the probability that
the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole. In determining our overall audit
strategy, we assessed the level of uncorrected misstatements that would be
material for the financial statements as a whole.

 

Materiality for the consolidated financial statements was set at £42,700
(2024: £79,000) based upon 3% of net assets (2024: 3% net assets). Given the
stage of development of the Group, at present the capitalised exploration
costs and borrowings of the Group are considered to be the area of most
interest to users of the financial statements. Performance materiality and the
triviality threshold for the consolidated financial statements were set at
£29,800 (2024: £55,300) and £2,135 (2024: £3,950), respectively, a level
considered appropriate given our accumulated knowledge of the Group and the
assessed level of risk.

 

Materiality for the Company was based on gross assets (2024: gross assets),
capped to a level below Group materiality of £40,400 (2024: £78,000). Gross
assets is considered to be an appropriate basis due to the fact that the most
significant balance within the Company is the investment in the subsidiary,
and the assets within this subsidiary will determine the future success of the
Group. Performance materiality and the triviality threshold for the Company
were set at £28,300 (2024: £54,600) and £2,100 (2024: £3,900),
respectively, a level considered appropriate given our accumulated knowledge
in respect of the Group and the assessed level of risk.

 

Component performance materiality applied to the subsidiary undertaking was
set at £28,300 (2024: £54,600), being 95% of Group performance materiality
on the basis of net asset contribution (2024: net assets). Triviality
threshold was set at £2,100 (2024: £3,900).

 

We also agreed to report any other differences below that threshold that we
believe warranted reporting on qualitative grounds.

 

Our approach to the audit

In designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In particular we looked at
areas involving significant accounting estimates and judgements by the
directors and considered future events that are inherently uncertain, such as
the recoverable value of the capitalised exploration expenditure within the
Group and the recoverable value of the Company's investment in the subsidiary.
We also addressed the risk of management override of internal controls,
including among other matters consideration of whether there was evidence of
bias that represented a risk of material misstatement due to fraud.

 

A full scope audit was performed on the complete financial information of the
Company and its 100% owned subsidiary by us as Group auditor.

 

Key audit matters

Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.  In addition to the matter
described in the Material uncertainty related to going concern section, we
have determined the matters described below to be the key audit matters to be
communicated in our report.

 Key Audit Matter                                                                 How our scope addressed this matter
 Carrying value and recoverability of intangible assets (refer to Notes 3 and
 12)
 As at 30 June 2025 the carrying value of intangible assets totalled £4,622k.     Our work in this area included:
 The intangible assets relate to capitalised exploration and evaluation costs.

 These capitalised costs fall within the scope of IFRS 6 Exploration for and

 evaluation of mineral resources and there is a risk that items have not been     ·      Obtaining confirmation that the Group has good title to the
 capitalised during the year in accordance with this Standard and with the        relevant licences;
 Group's accounting policy.

 The carrying value and recoverability of these assets is considered to be a

 key audit matter due to the level of estimation and judgement required in        ·      Reviewing management's assessment of impairment and considering
 assessing whether or not these material assets are recoverable.                  whether there are any indicators of impairment as per IFRS 6;

                                                                                  ·      Testing a sample of additions to ensure costs have been

                                                                                capitalised in accordance with IFRS 6;

                                                                                  ·      Reviewing disclosures in the financial statements to ensure that
                                                                                  they are in accordance with IFRS 6.

                                                                                  There are a number of judgements made by management in concluding on the
                                                                                  recoverability of the remaining intangible assets of £4,292,376 relating to
                                                                                  licence P2244 as at 30 June 2025. These judgements are disclosed in Note 3.

 Carrying value of investment in the subsidiary (refer to Note 16)
 As at 30 June 2025 the carrying value of investment in the subsidiary totalled   Our work in this area included:
 £6,109k within the Company Statement of Financial Position. The investment in

 the subsidiary relates to the initial cost of investment and subsequent          ·      Verifying ownership of investment held;
 amounts advanced to the subsidiary that have been capitalised.

 The carrying value of the investment is considered to be a key audit matter

 due to the material nature of the balance and the level of management            ·      Obtaining a list of additions in the year. Vouching all additions
 estimation and judgement required in assessing whether the investment is         to bank and considering whether these advances are appropriate for
 impaired.                                                                        capitalisation;

                                                                                  ·      Obtaining and reviewing the impairment assessment prepared by
                                                                                  management. Reviewing, corroborating, and providing challenge to key
                                                                                  assumptions and inputs included therein; and

                                                                                  ·      Considering whether there is evidence of impairment in accordance
                                                                                  with IAS 36 Impairment of Assets, through reference to internal and external
                                                                                  indicators. Considering the results of procedures performed in respect of the
                                                                                  carrying value of exploration and evaluation assets as detailed above, given
                                                                                  that these are the underlying assets from which the Company hopes to recover
                                                                                  the value of its investment.

 

Other information

The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the Group and Company financial statements does
not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

·      the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and

·      the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Company
and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.

We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:

·      adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches not
visited by us; or

·      the Company financial statements are not in agreement with the
accounting records and returns; or

·      certain disclosures of directors' remuneration specified by law
are not made; or

·      we have not received all the information and explanations we
require for our audit.

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities, the
directors are responsible for the preparation of the Group and Company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the Group and Company financial statements, the directors are
responsible for assessing the Group and the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend
to liquidate the Group or the Company or to cease operations, or have no
realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:

 

·      We obtained an understanding of the Company and the sector in
which it operates to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, application of cumulative audit knowledge and experience of the
sector.

·      We determined the principal laws and regulations relevant to the
Company in this regard to be those arising from UK Company Law, the AIM Rules
and UK-adopted international accounting standards.

·      We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the Company
with those laws and regulations. These procedures included, but were not
limited to:

o  Discussion with management regarding compliance with laws and regulations
by the Company and its subsidiary;

o  Reviewing board minutes;

o  A review of legal expenses incurred in the year; and

o  Review of regulatory news announcements during the year.

·      We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that that the recoverable value of the capitalised exploration
expenditure and the investment in subsidiaries were areas susceptible to fraud
and we addressed this by challenging the assumptions and judgements made by
management when auditing these balances as disclosed in the Key Audit Matters
section above.

·      As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the Company and the Company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.

 

Imogen Massey (Senior Statutory
Auditor)
15 Westferry Circus

For and on behalf of PKF Littlejohn
LLP
Canary Wharf

Statutory
Auditor
London E14 4HD

 

30 December 2025

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE YEAR ENDED 30 JUNE 2025

 

                                                                  2025       2024

                                                            Note  £          £

 Revenue                                                          -          -

 Administrative expenses                                    4     (694,190)  (610,940)
 Pre-acquisition licence expenses                                 (67,839)   (40,071)
 Exploration and evaluation expenses                        4     (148,704)  -
 Impairment of intangible assets                            12    -          (186,158)

 Operating Loss                                                   (910,733)  (837,169)

 Net finance costs                                          8     (126,685)  (101,302)
 Other income                                               6     167,662    -
 Share of loss in joint venture                             13    (15,150)   -
 Loss before tax                                                  (884,906)  (938,471)

 Taxation                                                   9     -          -

 Loss for the year                                                (884,906)  (938,471)

 Other comprehensive income:
 Items that will or may be reclassified to profit or loss:
 Other comprehensive income                                       -          -
 Total comprehensive income                                       (884,906)  (938,471)

 Loss per share (basic and diluted) - pence                 10

                                                                  (1.12)     (1.26)

All operations are continuing.

The notes on pages 48 to 72 form part of these financial statements which can
be found at: https://orcadian.energy/investors/results-reports/
(https://orcadian.energy/investors/results-reports/) .

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025 (company number 13298968)

 

                                      2025         2024
                                Note  £            £
 Non-current assets
 Property, plant and equipment  11    670          1,718
 Intangible assets              12    4,621,666    4,412,453
 Investment in joint venture    13    -            -
                                      4,622,336    4,414,171
 Current assets
 Trade and other receivables    14    125,126      19,230
 Cash and cash equivalents      15    77,244       214,977
                                      202 ,370     234,207
 Total assets                         4,824,706    4,648,378

 Current liabilities
 Trade and other payables       18    (2,228,525)  (1,247,235)
 Borrowings                     17    (1,175,623)  (1,095,679)
                                      (3,404,148)  (2,342,914)

 Total liabilities                    (3,404,148)  (2,342,914)

 Net assets                           1,420,558    2,305,464
                                19    79,000       79,000

 Equity

 Ordinary share capital
 Share premium reserve          19    6,080,544    6,080,544
 Share warrants reserve         19    -            15,000
 Other reserve                  19    (38,848)     (38,848)
 Retained earnings                    (4,700,138)  (3,830,232)
 Total equity                         1,420,558    2,305,464

 

The consolidated Financial Statements of Orcadian Energy PLC were approved by
the Board of Directors and authorised for issue on 30 December 2025.

 

Signed on behalf of the Board of Directors by:

 

Alan Hume

Director

The notes on pages 48 to 72 form part of these financial statements which can
be found at: https://orcadian.energy/investors/results-reports/
(https://orcadian.energy/investors/results-reports/) .

 

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

 

                                    2025       2024
                              Note  £          £
 Non-current assets
 Investment in subsidiary     16    6,109,394  5,968,544
 Investment in joint venture  13    -          -
                                    6,109,394  5,968,544
 Current assets
 Trade and other receivables  14    -          -
 Cash and cash equivalents    15    60,359     212,597
                                    60,359     212,597
 Total assets                       6,169,753  6,181,141

 Current liabilities
 Trade and other payables     18    -          -
                                    -          -
 Total liabilities                  -          -

 Net assets                         6,169,753  6,181,141
                              19    79,000     79,000

 Equity

 Ordinary share capital
 Share premium reserve        19    6,080,544  6,080,544
 Share warrants reserve       19    -          15,000
 Retained earnings                  10,209     6,597
 Total equity                       6,169,753  6,181,141

 

 

Orcadian Energy PLC, company number 13298968, has used the exemption granted
under s408 of the Companies Act 2006 that allows for the non-disclosure of the
Income Statement of the parent company. The after-tax loss attributable to
Orcadian Energy PLC for the year to 30 June 2025 was (£11,388) which is
attributable to bank interest income and share of losses in joint venture
(2024: profit £3,818), as all costs within the group are borne by the
subsidiary.

 

The Financial Statements were approved by the Board of Directors and
authorised for issue on 30 December 2025.

 

Signed on behalf of the Board of Directors by:

 

Alan Hume

Director

The notes on pages 48 to 72 form part of these financial statements which can
be found at: https://orcadian.energy/investors/results-reports/
(https://orcadian.energy/investors/results-reports/) .

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

 

                                                         Ordinary Share capital  Share premium  Share warrants reserve  Other reserve  Retained earnings  Total

                                                                                 reserve
                                                   Note  £                       £              £                       £              £                  £

 Balance as at 1 July 2023                               72,512                  5,316,532      15,000                  (38,848)       (2,891,761)        2,473,435
 Loss for the year and total comprehensive income        -                       -                                                     (938,471)          (938,471)

                                                                                                -                       -
 Issue of shares                                   19    6,488                   843,512        -                       -              -                  850,000
 Share issue costs                                 19    -                       (79,500)       -                       -              -                  (79,500)
 Total transactions with owners                          6,488                   764,012        -                       -              -                  770,500
 Balance as at 30 June 2024                              79,000                  6,080,544      15,000                  (38,848)       (3,830,232)        2,305,464
 Loss for the year and total comprehensive income        -                       -                                                     (884,906)          (884,906)

                                                                                                -                       -
 Issue of shares                                   19    -                       -              -                       -              -                  -
 Share issue costs                                 19    -                       -              -                       -              -                  -
 Transfer between reserves                         19    -                       -              (15,000)                -              15,000             -
 Total transactions with owners                          -                       -              (15,000)                -              15,000             -
 Balance as at 30 June 2025                              79,000                  6,080,544      -                       (38,848)       (4,700,138)        1,420,558

 

Refer to note 19 for a description of the nature and purpose of each reserve
within equity.

The notes on pages 48 to 72 form part of these financial statements which can
be found at: https://orcadian.energy/investors/results-reports/
(https://orcadian.energy/investors/results-reports/) .

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

 

                                                           Ordinary Share capital  Share premium  Share warrants reserve  Retained earnings  Total

                                                                                   reserve
                                                     Note  £                       £              £                       £                  £

 Balance as at 1 July 2023                                 72,512                  5,316,532      15,000                  2,779              5,406,823
 Profit for the year and total comprehensive income        -                       -                                      3,818              3,818

                                                                                                  -
 Issue of shares                                     19    6,488                   843,512        -                       -                  850,000
 Share issue costs                                   19    -                       (79,500)       -                       -                  (79,500)
 Total transactions with owners                            6,488                   764,012        -                       -                  770,500
 Balance as at 30 June 2024                                79,000                  6,080,544      15,000                  6,597              6,181,141
 Loss for the year and total comprehensive income          -                       -                                      (11,388)           (11,388)

                                                                                                  -
 Issue of shares                                     19    -                       -              -                       -                  -
 Share issue costs                                   19    -                       -              -                       -                  -
 Transfer between reserves                           19    -                       -              (15,000)                15,000             -
 Total transactions with owners                            -                       -              (15,000)                15,000             -
 Balance as at 30 June 2025                                79,000                  6,080,544      -                       10,209             6,169,753

 

Refer to note 19 for a description of the nature and purpose of each reserve
within equity.

The notes on pages 48 to 72 form part of these financial statements which can
be found at: https://orcadian.energy/investors/results-reports/
(https://orcadian.energy/investors/results-reports/) .

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2025

 

                                                               2025       2024

                                                         Note  £          £
 Cash flows from operating activities
 Loss before tax for the year                                  (884,906)  (938,471)
 Adjustments for:
 Depreciation                                            11    1,048      1,754
 Unrealised foreign exchange (gain)                            (39,581)   (780)
 Impairment of intangible assets                         12    -          186,158
 Interest received                                       8     (3,762)    (3,818)
 Finance costs in the year                               8     130,447    105,120
 Share of losses in joint venture                        13    15,150     -
 (Increase) / decrease in trade and other receivables    14    (105,895)  29,598
 Increase in trade and other payables                    18    800,563    130,652
 Cash used in operations                                       (86,936)   (489,787)
 Income taxes received                                         -          -
 Net cash flows from operating activities                      (86,936)   (489,787)

 Investing activities
 Interest received                                       8     3,762      3,818

 Farm-out proceeds                                       12    -          332,349
 Purchases of property, plant and equipment              11    -          (964)
 Purchases of exploration and evaluation assets          12    (121,627)  (510,644)
 Investment in joint venture                             13    (15,150)   -
 Net cash used in investing activities                         (133,015)  (175,441)

 Financing activities
 Proceeds from issue of ordinary share capital           19    -          850,000
 Share issue costs paid                                  19    -          (79,500)
 Proceeds from borrowings                                17    155,128    -
 Repayment of borrowings                                 17    (155,128)  -
 Loans from joint ventures                               17    82,218     -
 Net cash generated from financing activities                  82,218     770,500

 Net (decrease) / increase in cash and cash equivalents        (137,733)  105,272
 Cash and cash equivalents at beginning of period        15    214,977    109,705
 Cash and cash equivalents and end of period             15    77,244     214,977

 

There were no significant non-cash transactions in the year to 30 June 2025.

The notes on pages 48 to 72 form part of these financial statements which can
be found at: https://orcadian.energy/investors/results-reports/
(https://orcadian.energy/investors/results-reports/)

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2025

 

                                                                 2025       2024

                                                           Note  £          £
 Cash flows from operating activities
 (Loss) / profit for the year                                    (11,388)   3,818
 Adjustments for:
 Depreciation                                              11    -          -
 Interest income                                                 (3,762)    (3,818)
 Share of losses in joint venture                          13    15,150     -
 Decrease in trade and other receivables                   14    -          -
 Increase in trade and other payables                      18    -          -
 Cash (used in) / generated from operations                      -          -
 Income taxes paid                                               -          -
 Net cash flows from operating activities                        -          -

 Investing activities
 Interest received                                               3,762      3,818
 Funds advanced to subsidiary                              16    -          (564,500)
 Purchases of exploration and evaluation assets            12    -          -
 Investment in joint venture                               13    (15,150)   -
 Net cash used in investing activities                           (11,388)   (560,682)

 Financing activities
 Proceeds from issue of ordinary share capital             19    -          850,000
 Share issue costs paid                                    19    -          (79,500)
 Loans to related parties                                  16    (140,850)  -
 Net cash (used in) / generated from financing activities        (140,850)  770,500

 Net (decrease) / increase in cash and cash equivalents          (152,238)  209,818
 Cash and cash equivalents at beginning of period          15    212,597    2,779
 Cash and cash equivalents and end of period               15    60,359     212,597

 

There were no significant non-cash transactions in the year to 30 June 2025.

The notes on pages 48 to 72 of the results form part of these financial
statements which can be found at:
https://orcadian.energy/investors/results-reports/
(https://orcadian.energy/investors/results-reports/)

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