RNS Number : 1730F
Seascape Energy Asia PLC
21 May 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS AMENDED AND TRANSPOSED INTO UK LAW IN ACCORDANCE WITH THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
21 May 2026
Seascape Energy Asia plc
("Seascape Energy", the "Company" or "Seascape")
Audited Full Year Results to 31 December 2025
Seascape Energy, an E&P company focused on Southeast Asia, is pleased to announce its full year results for the 12 months ended 31 December 2025.
Highlights
Corporate
· The Company is now established as an independent player in the Malaysian upstream industry with interests in three, gas-weighted PSCs':
o Temaris Cluster (SEA 100% PI): two gas discoveries offshore shallow water Peninsular Malaysia, awarded in June 2025 with net certified 2C resources of 46 mmboe certified and net mean unrisked Prospective Resources of 158 mmboe;
o DEWA (SEA 28% PI): located offshore, shallow water Sarawak, Eastern Malaysia, with certified net 2C resources of 18 mmboe and operated by EnQuest plc; and
o Block 2A (SEA 10% PI) located deepwater offshore Sarawak, Eastern Malaysia, the giant Kertang prospect contains certified gross mean unrisked Prospective Resources of 1.7 bnboe with Seascape fully carried on an exploration well drilling mid-2027.
· An updated CPR has confirmed the Company's total net 2C Contingent Resources of 64 mmboe (97% gas) (2024 nil) and total unrisked net mean Prospective Resources of 324 mmboe (99% gas)
· Seascape's existing portfolio will see it become a significant, gas-weighted producer in Malaysia by 2028 with production potential in excess of 20,000 boepd at current equity levels.
Financial
· Year end 2025 cash of £6.3 million (2024: £2.8 million) including restricted cash of £2.1 million (2024: £0.5m), nil debt (2024: nil)
· Unaudited cash balances of £8.5 million as at the beginning of May 2026 following a successful placing, subscription and oversubscribed retail offer to raise gross proceeds of approximately £5.0 million
· Group operating loss of £4.4 million (2024: £5.8 million)
· Total profit for the year of £5.4 million (2024: loss £16.4 million) reflecting the proceeds from the farm down of the Company's interest in the Block 2A PSC.
Outlook:
· Progress the Company's Temaris Cluster and DEWA through to FDAP submission during 2026, targeting first gas in 2028 and allowing Seascape to book initial 2P reserves
· Continue to build-out its existing acreage position in Malaysia, including seeking to secure new acreage around its flagship Temaris Cluster and expand its core operated position
· Seek to bring a strategic partner into Temaris during the first half of 2026
· Award rig contract for drilling of Kertang prospect on Block 2A and confirm well spud window during mid-2027 at no cost to Seascape
Investor Meet Company
In conjunction with the release of its full year results for the year ended 2025, James Menzies (Executive Chairman) and Nick Ingrassia (CEO) will provide a live presentation via Investor Meet Company as part of the Company's forthcoming Annual General Meeting which will be held on 25 June 2026. The presentation is open to all existing and potential shareholders and further details on how to join the meeting will follow.
Nick Ingrassia, Chief Executive Officer, commented:
"During 2025, Seascape successfully positioned itself as a significant independent player in the Malaysian upstream industry.
Seascape has now entered its next phase of growth across its portfolio, progressing both its short-cycle Temaris and DEWA gas developments towards final investment decisions while continuing down the path towards drilling of the giant Kertang prospect.
We look forward to an exciting year ahead, continuing to grow our high-quality portfolio and working towards first gas with high-quality partners."
Footnotes:
Seascape Energy Asia plc IR@seascape-energy.com
James Menzies (Executive Chairman)
Nick Ingrassia (Chief Executive)
Pierre Eliet (Executive Director)
Stifel (Nomad and Joint Broker) Tel: +44 20 7710 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Cavendish Capital Markets Limited (Joint Broker) Tel: +44 20 7397 8900
Neil McDonald
Pete Lynch
Posting of Report & Accounts and Notice of Annual General Meeting
The Company plans to post the full set of Report and Accounts and notice of Annual General Meeting shortly and will announce the same.
Abbreviations
Seascape Energy Asia plc - Seascape, SEA, Seascape Energy or the Company
Seascape Energy (SE Asia) Sdn. Bhd. - SE SEA
Seascape Energy (2A) Limited - Seascape 2A or SE 2A
Seascape Energy (DEWA) Limited - Seascape DEWA or SE DEWA
Seascape Energy Asia (One) Sdn. Bhd.- Seascape One or SEA One
INPEX Malaysia E&P 2A Limited - INPEX 2A (formerly Longboat Energy (2A) Limited)
Standard
Estimates of reserves and resources have been carried out in accordance with the June 2018 SPE/WPC/AAPG/ SPEE/SEG/SPWLA/EAGE Petroleum Resources Management System ("PRMS") as the standard for classification and reporting. A summary of the PRMS can be downloaded from:- https://www.spe.org/en/industry/petroleum-resources-management-system-2018/.
Review by Qualified Person
The technical information in this release has been reviewed by Dr Pierre Eliet, Executive Director and Country Chair Malaysia, who is a qualified person for the purposes of the AIM Guidance Note for Mining, Oil and Gas Companies. Dr Eliet is a geologist with more than 30 years' experience in the oil and gas industry. Dr Eliet has a BA Degree in Earth Sciences from Trinity College, Dublin and PhD in Geology from Manchester University, UK, and is a Fellow of the Geological Society (London)
Glossary
"AIM" means the Alternative Investment Market of the London Stock Exchange
"bcf" means billion standard cubic feet
"DEWA PSC" means the contract covering the DEWA Cluster offshore Sarawak
"DST" means drill stem test
"FDAP" means Field Development and Abandonment Plan
"FEED" Front-End Engineering Design
"FWS" full-well stream
"GIIP" means Gas Initially In Place
"Group" means Seascape and its subsidiaries
"IOC" means International Oil Company
"JV" means joint venture
"K" means thousand
"KPI" means Key Performance Indicator
"LNG" means Liquified Natural Gas
"m" means meters
"MDT" means modular formation dynamic tester
"mmboe" means million barrels of oil equivalent
"mmscfd" means million standard cubic feet per day
"MYR" means Malaysian Ringgit
"NOK" means Norwegian kroner
"PI" means participating interest
"PSC" means Production Sharing Contract
"Q" means quarter
"$" means United States Dollars
"TCF" means trillion cubic feet
"Temaris PSC" means the contract covering the Temaris Cluster offshore Peninsular Malaysia
"WHP" means unmanned well-head platform
"2A PSC" means the contract covering Block 2A offshore Sarawak
Consolidated statement of comprehensive income
Notes
2025
2024
GROUP
£
£
Other income
5
202,053
934,570
Administrative expenses
(4,586,404)
(6,709,728)
Operating loss
7
(4,384,351)
(5,775,158)
Finance costs
8
(28,717)
(21,681)
Investment income
9
239,631
111,758
Loss before taxation from continuing operations
(4,173,437)
(5,685,081)
Income tax expense
10
405
(419)
Loss for the year from continuing operations
(4,173,032)
(5,685,500)
Profit/(loss) for the year from discontinued operations, net of tax
11
9,615,416
(10,761,709)
Profit/(loss) for the year
5,442,384
(16,447,209)
Other comprehensive income/(expense)
Currency translation differences from discontinued operations
27
-
349,929
Currency translation differences from continuing operations
27
44,044
(32,254)
Total items that may be reclassified to profit or loss
44,044
317,675
Total other comprehensive income for the year
44,044
317,675
Total comprehensive profit/(loss) for the year
5,486,428
(16,129,534)
Earnings/(losses) per share
Pence
Pence
Basic - continuing
12
(6.62)
(9.88)
Basic - discontinued
12
15.25
(18.70)
Diluted - discontinued
12
14.00
-
COMPANY
Profit/(loss) for the year
6,123,114
(12,565,269)
As permitted by section 408 of the Companies Act 2006 the Company has elected not to present a separate statement of profit or loss and other comprehensive income.
Consolidated statement of financial position
Notes
2025
2024
£
£
Non-current assets
Intangible assets
14
2,924,227
285,358
Property, plant and equipment
15
27,301
11,495
Other financial assets
18
1,409,055
-
4,360,583
296,853
Current assets
Trade and other receivables
17
322,964
112,927
Cash and cash equivalents
16
4,120,638
2,467,899
Restricted cash and bank
16
2,105,769
520,708
6,549,371
3,101,534
Asset in disposal group held for sale
19
-
1,018,570
Total assets
10,909,954
4,416,957
Current liabilities
Trade and other payables
20
925,456
669,357
Provisions
22
694,384
702,000
1,619,840
1,371,357
Liabilities in disposal group held for sale
19
-
71,388
Net current assets
4,929,531
2,677,359
Non-current liabilities
Other financial liabilities
21
290,087
308,825
Deferred tax
23
-
427
290,087
309,252
Total liabilities
1,909,927
1,751,997
Net assets
9,000,027
2,664,960
Equity
Called up share capital
24
6,312,798
6,281,895
Share premium account
25
36,880,949
36,809,420
Other reserves
450,000
450,000
Share option reserve
26
1,177,579
466,198
Currency translation reserve
27
37,172
(6,872)
Accumulated losses
(35,858,471)
(41,335,681)
Total equity
9,000,027
2,664,960
The financial statements were approved by the board of directors and authorized for issue on 20 May 2026 and are signed on its behalf by:
[signed]
Nicholas Ingrassia - Chief Executive Officer
Company statement of financial position
Notes
2025
2024
£
£
Non-current assets
Investments in subsidiary and equity accounted joint venture
13
810,366
510,469
Property, plant and equipment
15
13,032
5,640
Other financial assets
18
1,409,055
-
2,232,453
516,109
Current assets
Trade and other receivables
17
7,583,737
3,139,051
Cash and cash equivalents
16
2,861,842
2,191,612
10,445,579
5,330,663
Asset in disposal group held for sale
19
-
100,000
Total assets
12,678,032
5,946,772
Current liabilities
Trade and other payables
20
323,734
524,434
Provisions
22
498,428
519,483
822,162
1,043,917
Net current assets
9,623,417
4,386,746
Non-current liabilities
Other financial liabilities
21
290,087
308,825
Total liabilities
1,112,249
1,352,742
Net assets
11,565,783
4,594,030
Equity
Called up share capital
24
6,312,798
6,281,895
Share premium account
25
36,880,949
36,809,420
Other reserves
450,000
450,000
Share option reserve
26
1,177,579
466,198
Accumulated losses
(33,255,543)
(39,413,483)
Total equity
11,565,783
4,594,030
The financial statements were approved by the board of directors and authorised for issue on 20 May 2026 and are signed on its behalf by:
[signed]
Nicholas Ingrassia - Chief Executive Officer
Company Registration No. 12020297
Consolidated statement of change in equity
Share Capital
Share Premium Account
Share option reserve
Currency translation reserve
Other reserves
Accumulated (losses)/ profit
Total
Notes
£
£
£
£
£
£
£
GROUP
Balance at 1 January 2024
5,710,812
35,605,370
1,024,486
310,803
450,000
(26,162,741)
16,938,730
Year ended 31 December 2024
Loss for the year
-
-
-
-
(16,447,209)
(16,447,209)
Other comprehensive expense on disposal of joint venture
27
-
-
-
(349,929)
-
-
(349,929)
Other comprehensive expense on foreign subsidiaries
-
-
-
32,254
-
-
32,254
Share-based payments
-
-
715,981
-
-
-
715,981
Transfers of lapsed options to reserves
-
-
(1,274,269)
-
-
1,274,269
-
Issue of share capital
571,083
1,427,460
-
-
-
-
1,998,543
Cost of shares issued
24/25
-
(223,410)
-
-
-
-
(223,410)
Balance at 31 December 2024
6,281,895
36,809,420
466,198
(6,872)
450,000
(41,335,681)
2,664,960
Year ended 31 December 2025
Profit for the year
-
-
-
-
-
5,442,384
5,442,384
Other comprehensive expense on foreign subsidiaries
27
-
-
-
44,044
-
-
44,044
Share-based payments
-
-
746,207
-
-
-
746,207
Transfers of lapsed options to reserves
-
-
(34,826)
-
-
34,826
-
Issue of share capital
24/25
30,903
71,529
-
-
-
-
102,432
Balance at 31 December 2025
6,312,798
36,880,949
1,177,579
37,172
450,000
(35,858,471)
9,000,027
Company statement of change in equity
Share Capital
Share Premium Account
Share option reserve
Currency translation reserve
Other reserves
Accumulated (losses)/ profit
Total
Notes
£
£
£
£
£
£
£
COMPANY
Balance at 1 January 2024
5,710,812
35,605,370
1,024,486
-
450,000
(24,657,670)
18,132,998
Period ended 31 December 2024
Loss and total comprehensive expense
for the year
-
-
-
-
-
(16,030,082)
(16,030,082)
Share-based payments
26
-
-
715,981
-
-
-
715,981
Transfers of lapsed options to reserves
-
-
(1,274,269)
-
-
1,274,269
-
Issue of share capital
571,083
1,427,460
-
-
-
-
1,998,543
Cost of shares issued
24/25
-
(223,410)
-
-
-
-
(223,410)
Balance at 31 December 2024
6,281,895
36,809,420
466,198
-
450,000
(39,413,483)
4,594,030
Year ended 31 December 2025
Profit and total comprehensive income
for the year
-
-
-
-
-
6,123,114
6,123,114
Share-based payments
26
-
-
746,207
-
-
-
746,207
Transfers of lapsed options to reserves
-
-
(34,826)
-
-
34,826
-
Issue of share capital
24/25
30,903
71,529
-
-
-
-
102,432
Balance at 31 December 2025
6,312,798
36,880,949
1,177,579
-
450,000
(33,255,543)
11,565,783
Consolidated statement of cash flows
2025
2024
Notes
£
£
Cash flow from operating activities
Cash used by continuing operations
28
(3,158,976)
(3,323,980)
Cash generated/(used) by operating activities from discontinued operations
29
165,485
(610,151)
Net cash used in operating activities
(2,993,491)
(3,934,131)
Investing activities
Purchase of property, plant and equipment
15
(26,237)
(8,437)
Purchase of exploration and evaluation assets
14
(2,829,468)
(63,579)
Purchase of intangible assets
14
(30,347)
-
Interest received
9
239,631
112,301
Investing activities from discontinued operations
427
(214,308)
Proceeds from disposal of investment in subsidiary/ joint venture
11
8,740,023
1,935,912
Cash generated from investing activities
6,094,029
1,761,889
Movement in restricted cash and bank balances
16
(2,105,769)
329,976
Net cash generated from investing activities
3,988,260
2,091,865
Financing activities
Proceeds from issuance of ordinary shares
24/25
3,015
1,775,133
Net cash generated from financing activities
3,015
1,775,133
Net increase/(decrease) in cash and cash equivalents
997,784
(67,133)
Cash and cash equivalents at beginning of the year
16
3,303,970
2,833,857
Foreign exchange
(181,116)
16,538
Cash and cash equivalents at end of the year
16
4,120,638
2,783,262
Relating to:
Bank balances and short-term deposits
16
6,226,407
2,988,607
Cash classified as held for sale
-
315,363
6,226,407
3,303,970
Cash restricted in use
16
(2,105,769)
(520,708)
16
4,120,638
2,783,262
Company statement of cash flows
2025
2024
Notes
£
£
Cash flow from operating activities
Profit/(loss) before taxation
6,123,114
(16,030,082)
Adjustments for:
Depreciation
15
5,376
6,227
Interest income
(172,673)
(205,656)
Share based payment expense
26
746,207
527,411
Unwinding discount on financial liability
21
10,507
14,114
Fair value loss on financial liability
21
84,279
55,023
Gain on disposal of subsidiary
(8,506,782)
-
Loss on disposal of joint venture
13
-
12,074,783
Operating loss before working capital changes
(1,709,972)
(3,558,180)
Trade and other receivables
(2,403,292)
714,941
Trade and other payables
(242,702)
(158,855)
Provisions
22
(21,055)
519,483
Cash used in operating activities
(4,377,021)
(2,482,611)
Movement in restricted cash and bank balances
16
-
803,417
Net cash used in operating activities
(4,377,021)
(1,679,194)
Cash flow from investing activities
Purchase of property, plant and equipment
15
(12,768)
(1,506)
Interest received
172,673
101,426
Advances to subsidiaries
(3,541,688)
(2,487,867)
Investment in subsidiaries
13
(299,897)
(191,673)
Proceeds from disposal of investment in subsidiary/joint venture
8,740,023
1,935,912
Net cash generated from investing activities
5,058,343
(643,708)
Cash flow from financing activities
Proceeds from issuance of ordinary shares
24/25
3,015
1,775,133
Net cash used in financing activities
3,015
1,775,133
Net increase/(decrease) in cash and cash equivalents
684,337
(547,769)
Cash and cash equivalents at beginning of the year
2,191,612
2,739,381
Foreign exchange
(14,107)
-
Cash and cash equivalents at end of the year
16
2,861,842
2,191,612
Relating to:
Bank balances and short-term deposits
16
2,861,842
2,191,612
Notes to the financial statements
1.Accounting policies
1.1 Company information
Seascape Energy Asia plc is an AIM public quoted company, limited by shares, incorporated in England and Wales. The registered office is at 5th Floor, One New Change, London, EC4M 9AF. The principal activities of the Company and its subsidiaries are to explore, develop and produce hydrocarbons, particularly gas.
On 25 April 2025, the Group formed a new incorporated subsidiary, SEA One with initial nominal share capital of MYR1.00 equivalent to £0.17..
1.2 Accounting convention
The financial statements have been prepared in accordance with UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements are prepared in British pounds sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3 Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 December 2025.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intragroup transactions, balances, unrealised gains and losses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.
All changes in the parent's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity and attributed to owners of the parent.
1.4 Audit exemptions for subsidiaries companies
For the year ended 31 December 2025, the subsidiaries of the Company including Seascape Energy (2A) Limited and Seascape Energy (DEWA) Limited were entitled to exemption from audit under section 479 of the Companies Act 2006 relating to subsidiary companies.
The members have not required the subsidiary companies to obtain an audit of its accounts for the year in question in accordance with section 476.
The Directors acknowledge their responsibilities to comply with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
1.5 Foreign currencies
Functional and presentation currency
The functional currency for the Company is sterling with the US dollar being the functional currency for the subsidiaries companies including Seascape Energy (SE Asia) Sdn.Bhd, Seascape Energy (2A) Limited, Seascape Energy (DEWA) Limited and Seascape Energy Asia (One) Sdn. Bhd..
The financial statements are presented in sterling ("GBP"), which is the Group's and the Company's presentation currency. The resulting exchange differences arising from the conversion of the functional currency in USD to the presentation currency in GBP have been recognised within other comprehensive income/expense.
Transactions and balances
Transactions in foreign currencies during the year are recorded in the functional currency at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities are translated at the rate ruling on the statement of financial position date and any gains and losses on translation are reflected in the statement of comprehensive income.
The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the statement of financial position date. Income and expenses are translated at the rate of exchange ruling at the date of the transaction. The resulting exchange differences on assets and liabilities of such foreign operations are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Income Statement.
1.6 Joint arrangements
Judgement is required to determine when the Group has joint control over an arrangement, which requires an assessment of the relevant activities and when the decisions in relation to those activities require unanimous consent. The Group has determined that the relevant activities for its joint arrangements are those relating to the operating and capital decisions of the arrangement, including the approval of the annual capital and operating expenditure work programme and budget for the joint arrangement, and the approval of chosen service providers for any major capital expenditure as required by the joint operating agreements applicable to the entity's joint arrangements. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries, as set out in Note 3. Judgement is also required to classify a joint arrangement. Classifying the arrangement requires the Group to assess their rights and obligations arising from the arrangement. Specifically, the Group considers:
· the structure of the joint arrangement; whether it is structured through a separate vehicle;
· when the arrangement is structured through a separate vehicle, the Group also considers the rights and obligations arising therefrom:
· the legal form of the separate vehicle; the terms of the contractual arrangement, or other facts and circumstances, considered on a case by case basis.
This assessment often requires significant judgement. A different conclusion about both joint control and whether the arrangement is a joint operation or a joint venture, may materially impact the accounting.
A joint operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangements.
In relation to its interests in joint operations, the Group recognises its:
· assets, including its share of any assets held jointly;
· liabilities, including its share of any liabilities incurred jointly;
· revenue from the sale of its share of the output arising from the joint operation;
· share of the revenue from the sale of the output by the joint operation; and
· expenses, including its share of any expenses incurred jointly.
1.7 Going concern
The Directors have completed the going concern assessment, taking into account cash flow forecasts up to the end of
The Directors have completed the going concern assessment, taking into account cash flow forecasts up to December 2027, sensitivities to those forecasts and stress tests to assess whether the Company and its subsidiaries (together the Group) are a going concern. Having undertaken careful enquiry, the Directors are of the view that the Group will not need to access additional funds during the period to meet its current work programme and budget. In order to make a Final Investment Decision on its development assets, or make a substantial acquisition, the Group will require further funding. However, the timing and associated quantum will generally be at the discretion of the Group. Any required financing will be sourced through a combination of farm-downs, debt instruments and new equity capital.
1.8 Medium term sustainability
In the medium term, new acquisitions and developments resulting from exploration success will require further equity capital and new debt facilities. In any of these circumstances the Company will require additional financing from the equity markets and the bank or credit markets. Availability of such financing is subject not only to market conditions but also a continued willingness of investors to finance oil and gas companies.
1.9 Oil and Gas Assets
Capitalisation
Pre-acquisition costs on oil and gas assets are recognised in the Income Statement when incurred. Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs and other directly attributable costs of exploration and appraisal including technical and administrative costs are capitalised as intangible exploration and evaluation ("E&E") assets. The assessment of what constitutes an individual E&E asset is based on technical criteria but essentially either a single licence area or contiguous licence areas with consistent geological features are designated as individual E&E assets.
E&E costs are not amortised prior to the conclusion of appraisal activities. Once active exploration is completed the asset is assessed for impairment. If commercial reserves are discovered then the carrying value of the E&E asset is reclassified as a development and production ("D&P") asset, following development sanction, but only after the carrying value is assessed for impairment and where appropriate the carrying value adjusted. If commercial reserves are not discovered the E&E asset is written off to the Income Statement.
Oil and gas assets include rights in respect of unproved properties. Property, plant and equipment, including expenditure on major inspections, and intangible assets are initially recognised in the statement of financial position at cost where it is probable that they will generate future economic benefits. This includes capitalisation of decommissioning and restoration costs associated with provisions for asset retirement.
Property, plant and equipment and intangible assets are subsequently carried at cost less accumulated depreciation, depletion and amortisation (including any impairment). Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts of assets sold and are recognised in income, within interest and other income.
1.10 Licence and Property Acquisition Costs
Exploration licence costs are capitalised in intangible assets. Licence and property acquisition costs are not amortised during the exploration and evaluation phase and they are tested for impairment at least once a year and, in any case, when there is an indication that they may have become impaired, in accordance with the indicators of IFRS 6. This review includes confirming that exploration drilling is still under way or firmly planned, or that work is under way to determine that the discovery is economically viable. If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the licence and property acquisition costs are written off through the income statement and other comprehensive income. Upon recognition of proved reserves and internal approval for development, the relevant expenditure is transferred to oil and gas properties.
1.11 Development Costs
Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells is capitalised within property, plant and equipment.
1.12 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings 33% straight line
Computers 33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the income statement.
1.13 Intangible assets
Computer Software
Costs incurred to acquire computer software that do not form an integral part of the related hardware are capitalised as intangible assets when the computer software is ready for its intended use. Computer software is amortised on a straight-line basis over the estimated useful life of three years.
The costs of computer software initially recognised include purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the intended manner.
When an indication of impairment exists, the carrying amount of the intangible assets is assessed for impairment. Refer to Note 1.15 to the financial statements for the accounting policy on impairment of non-financial assets.
1.14 Non-current investments in subsidiaries and joint ventures
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The subsidiaries of the Company are held at cost.
A joint venture is a joint arrangement whereby the parties that have joint control of the joint venture have rights to the net assets of the joint venture. The Group accounts for a joint venture using the equity method, where the investment in the joint venture is recognised at cost, and the carrying amount is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition. Transactions between the Group and the joint venture that relate to shared services are recognised in other income or expense as incurred and are disclosed in the related party transactions.
1.15 Impairment of non-current assets
At each reporting end date, the company reviews the carrying amounts of its non-current assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any evidence on the performance of the assets received following the end of the period, which could not have been established during the current period will be recognised in a subsequent period rather than in the current period.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than the carrying amount, then the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of the recoverable amount, capped such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Impairment of intangible assets is assessed when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The facts and circumstances used are in accordance with those dictated by IFRS 6 and if any of those circumstances are present then an impairment test is performed in accordance with IAS 36 and any loss recognised. An exploratory well in progress at period end which is determined to be unsuccessful subsequent to the statement of financial position date based on substantive evidence obtained during the drilling process in that subsequent period is treated as a non-adjusting subsequent event.
1.16 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
Restricted cash comprises short-term deposits placed with financial institutions as security for guarantees issued in favour of PETRONAS in respect of minimum work commitment obligations. Such balances are restricted in use and are therefore not available for general operating purposes.
1.17 Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in the statement of comprehensive income. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss and is included within finance income or finance costs in the Statement of Profit or Loss for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue,and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
The Company has made an irrevocable election to recognise changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to Accumulated Losses when an equity instrument is derecognised or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or loss, are assessed for impairment at each reporting end date.
For trade receivables, joint venture and intercompany receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. Due to the nature of the balances the Company has determined that a provisions matrix is not appropriate and applies a scenario-based approach to estimate lifetime ECL.
Derecognition of financial assets
Financial assets are derecognised only 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 to another entity.
1.18 Financial liabilities
The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
· it has been incurred principally for the purpose of selling or repurchasing it in the near term; or
· on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking; or
· it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.
1.19 Taxation
The tax expense represents the sum of the current tax and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Profit or Loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.20 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.21 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.22 Leases
The right-of-use asset is initially measured at the amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
· Leases of low value assets; and
· Leases with a duration of 12 months or less.
1.23 Reserves
Share capital - Share capital represents the nominal value of shares issued less the nominal value of shares repurchased and cancelled.
Share premium - This reserve represents the difference between the issue price and the nominal value of shares at the date of issue, net of related issue costs and share premium cancelled.
Share based payment reserve - This reserve represents the potential liability for outstanding equity settled share options.
Accumulated Losses - Net revenue profits and losses of the Group which are revenue in nature are dealt with in this reserve.
Currency translation reserve - This reserve represents foreign exchange differences on the revaluation of the foreign subsidiary.
Other reserves - Other reserves relate to the nominal value of share capital repurchased and cancelled.
1.24 Share based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined by the Group's internal expert using an appropriate pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the "vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
The key areas of estimation regarding share-based payments are share price volatility and estimated lapse rates.
No adjustments are made in respect of market conditions not being met, neither the number of instruments nor the grant-date fair value is adjusted if the outcome of the market condition differs from the initial estimate.
Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
1.25 Discontinued operations
In accordance with IFRS 5 "Non-current assets held for sale and discontinued operations" the net results relating to the disposal group are presented within discontinued operations in the Income Statement. Please refer to note 11 for further details.
In accordance with IFRS 10, in an event where the Company holding in an investment is diluted the holding will be assessed to establish if loss of control has occurred.
In the event that loss of control is confirmed, the assets and liabilities of the subsidiary will be derecognised. The fair value of the consideration received in exchange for the loss of control will be recognised, in addition to the fair value of the investment retained. Any other comprehensive income in relation to the former subsidiary will be reclassified to the statement of comprehensive income. Any difference in the entries above will be recognised as a gain or loss in the current year statement of comprehensive income.
1.26 Acquisitions
Acquisitions are assessed to determine whether they meet the criteria of a business combination or an asset purchase.
The Company determines that it has acquired a business when the acquired set of activities and assets include an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Business combinations are accounted for using the acquisition method under IFRS 3. The cost of an acquisition is measured at fair value, which shall be calculated as the sum of the fair values of the assets transferred by the acquirer at acquisition date, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
Certain acquisitions can be treated as an asset acquisition under IFRS 3, even when the definition of a business is met. This is referred to as the 'concentration test' and allows for an acquisition to be treated as an asset acquisition.
In circumstances where this test is passed, and the Company consider this accounting approach to be most appropriate, the Company will treat the acquisition as an asset acquisition rather than a business combination. In this case, all assets and liabilities purchased are allocated a fair value and the core asset purchased is designated the remaining allocation of the fair value of the consideration. No good will or bargain purchase is recognised.
2.Adoption of new and revised standards and changes in accounting policies
In the current year, the following new and revised Standards and Interpretations have been adopted by the Group and Company. None of these new and revised Standards and Interpretations have any effect on the current year or a prior year.
Standard
Description
UKEB Effective Date
IAS 21 (amendments)
The Effects of Changes in Foreign Exchange Rates
1 January 2025
New and amended standards
The following amended standards and interpretation are effective for financial years commencing on or after 1 January 2026. The Group does not intend to adopt the standards below, before their mandatory application date.
Presentation and Disclosure in Financial Statements
10 December 2025
1 January 2027
Endorsed
IFRS 19 (amendments)
Subsidiaries without Public Accountability (Disclosures)
9 May 2024
1 January 2027
Endorsed
The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group and the Company.
The Group and the Company plan to adopt the above standards when from the effective dates noted in the table above.
3.Critical accounting estimates and judgements
In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Exploration and evaluation assets
The Group take into consideration whether the exploration assets have suffered any impairment, taking into consideration licence status, planned expenditures, the results of the drilling to date, and the likelihood of reserves being found. The Group evaluated information from third parties in making these assessments, where available and the judgments can be subject to change, if future information becomes available. Refer to Note 14 for the key assumptions on the impairment review of exploration and evaluation assets.
Share-based payments
The fair value of share-based compensation expense arising from the Long-Term Incentive Plan, the Co-investment Plan and the NED Long Term Incentive Plan were estimated using the Black Scholes model and, where appropriate, the average Monte Carlo fair values and is recognised in the statement of comprehensive income from the date of grant over the vesting period with a corresponding increase directly in equity. The Monte Carlo model projects and averages the results for a range of potential outcomes for the vesting conditions, the principal assumptions for which the Group using in the estimation of the fair value are the historical 3 years share price volatility and dividend yields. The Black Scholes model is similar to the Monte Carlo model, but is more appropriate for estimating results with a single unknown variable. The Company currently values its share-based payment awards using the Black Scholes model. Refer to Note 26 for the estimates applied in determining the fair value of the share-based payment.
Impairment of investments in subsidiaries
Investments in subsidiaries and joint ventures have been assessed for recoverability based on the current value of the investments. Determination is based upon the assessment of exploration risk, net asset position and cash within the underlying entity. Refer to Note 13 for the key assumptions on the impairment review of investment in subsidiaries.
Expected credit loss
Analysis, which considers both historical and forward looking qualitative and quantitative information is performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. Management considers the expected credit losses (ECL) for the current receivables balances at Group level to be minimal, in view that these companies have no history of default and payment is made in a short period. Refer to Note 17 for the key assumptions on the impairment review of trade and other receivables.
Fair value of financial liabilities payable
Estimate and judgment was applied in fair valuing the contingent consideration payable for the acquisition of SE 2A (previously Topaz Number One Limited) in 2023. Management applied judgement in determining the likelihood of all possible scenarios and this was modelled into a weighted fair value calculation, which was discounted, using an estimated discount rate, to establish the current value of the financial liability payable to be recognised. As disclosed in note 21, the financial liability was made up of 3 tranches. Tranche 1 was settled in 2023 and tranche 2 was settled in 2025 upon the completion of the farmout of 2A PSC to INPEX. Only tranche 3 remains as contingent on a successful hydrocarbon discovery over a certain volume threshold and therefore subject to ongoing estimation and judgement. Refer to Note 21 for the estimates and judgment applied in determining the fair value of financial liabilities.
4.Operating Segment
During the year, the Group had two reportable operating segments: Malaysia and the UK Head Office. Non-current assets and operating liabilities are located in Malaysia, whilst the majority of current assets are carried at Head Office. The Group has not yet commenced production and therefore has no revenue. Each reportable segment adopts the same accounting policies. The operating segment's operating results are reviewed by the Group's CEO, to make decisions about resources to be allocated to the segment and assess its performance, for which discrete financial information is available.
In compliance with IFRS 8 'Operating Segments' the following table reconciles the operational profit/(loss) and the assets and liabilities of each reportable segment with the consolidated figures presented in these Financial Statements.
Malaysia
Head Office
Norway
Total
2025
2025
2025
2025
£
£
£
£
Loss from operations
(535,980)
(3,848,371)
-
(4,384,351)
Finance cost
(18,210)
(10,507)
-
(28,717)
Investment income
66,959
172,672
-
239,631
Loss before tax from continued operations
(487,231)
(3,686,206)
-
(4,173,437)
Income tax credit
405
-
-
405
Loss after tax from continued operations
(486,826)
(3,686,206)
-
(4,173,032)
Profit from discontinued operations
9,151
9,606,265
-
9,615,416
(Loss)/profit for the year
(477,675)
5,920,059
-
5,442,384
Non-cash items
Share-based payment expenses1
286,692
459,515
-
746,207
1 The share-based payment expense amounting to £753,642 (as disclosed in Note 6) consists of a currency translation difference of £7,435. This difference arises from the translation of share-based payment expenses recorded in SE SEA's income statement at the average exchange rate, while the corresponding share-based payment balance in the Company's statement of financial position is translated at the year-end exchange rate.
Malaysia
Head Office
Norway
Total
2025
2025
2025
2025
£
£
£
£
Total assets by reportable segment
6,508,104
4,401,850
-
10,909,954
Total assets
6,508,104
4,401,850
-
10,909,954
Total liabilities by reportable segment
(879,226)
(1,030,701)
-
(1,909,927)
Total liabilities
(879,226)
(1,030,701)
-
(1,909,927)
Malaysia
Head Office
Norway
Total
2024
2024
2024
2024
£
£
£
£
Loss from operations
(663,087)
(5,112,071)
-
(5,775,158)
Finance cost
(1,711)
(19,970)
-
(21,681)
Investment income
10,332
101,426
-
111,758
Loss before tax from continued operations
(654,466)
(5,030,615)
-
(5,685,081)
Income tax expense
(419)
-
-
(419)
Loss after tax from continued operations
(654,885)
(5,030,615)
-
(5,685,500)
Loss from discontinued operations
(7,766)
(33,063)
(10,720,880)
(10,761,709)
Loss for Year
(662,651)
(5,063,678)
(10,720,880)
(16,447,209)
Non-cash items
Share-based payment expenses2 3 4
104,575
424,648
186,758
715,981
Loss from investment
-
-
3,670,859
3,670,859
Impairment loss on investment
-
-
6,505,191
6,505,191
2 The share-based payment expense amounting to £714,169 (includes the share-based payment expenses amounted to £186,758 for former employees) consists of a currency translation difference of £1,812. This difference arises from the translation of share-based payment expenses recorded in SE SEA's income statement at the average exchange rate, while the corresponding share-based payment balance in the Company's statement of financial position is translated at the year-end exchange rate. Refer to Note 6 for more details.
3 The share-based payment expense for Norway, previously incorrectly disclosed in the amount of £544,830 in respect of the financial years 2021 to 2024, has been revised to £186,758 to reflect solely the share-based payment expense attributable for the financial year 2024.
4 The share-based payment expense for Malaysia, previously incorrectly disclosed in the amount of £102,763 has been revised to £104,575 to reflect the movement disclosed in Note 26.
Malaysia
Head Office
Norway
Total
2024
2024
2024
2024
£
£
£
£
Total assets by reportable segment
1,097,267
2,301,120
-
3,398,387
Assets in disposal group held for sale
942,659
75,911
-
1,018,570
Total assets
2,039,926
2,377,031
-
4,416,957
Total liabilities by reportable segment
(337,870)
(1,342,739)
-
(1,680,609)
Liabilities in disposal group held for sale
(67,426)
(3,962)
-
(71,388)
Total liabilities
(405,296)
(1,346,701)
-
(1,751,997)
5.Other income
Group
2025
2024
£
£
Other income
202,053
934,570
For the financial year ended 31 December 2025, other income included a fee recharge with respect to manpower and management services provided by SE SEA to INPEX Malaysia E&P 2A Limited, which was sold on 17 March 2025. Also included within 31 December 2024 was amounts charged to Longboat JAPEX, which was fully divested on 12 July 2024. In both cases, all agreements and recharges were terminated at the date of disposal.
6.Employees
The average monthly number of persons (including directors) employed by the Group and Company during the year was as follows, noting that the number of employees for 2024 includes the employees of Longboat JAPEX up until the date of completion of its disposal on 12 July 2024:
Group
2025
2024
Number
Number
Executive Directors
3
4
Non-executive Directors
3
2
Staff
7
10
Total
13
16
Company
2025
2024
Number
Number
Executive Directors
3
3
Non-executive Directors
2
2
Staff
2
2
Total
7
7
Their aggregate remuneration comprised:
Group
2025
2024
£
£
Salaries, allowance and bonuses (including directors' remuneration)1
2,386,899
2,827,915
Social security costs and insurance
239,180
182,191
Pension costs
131,922
102,675
Other employee benefits
4,352
-
Share-based payments expense1
753,642
527,411
Remuneration - continuing operations
3,515,995
3,640,192
Capitalisation of personnel expense
(1,365,017)
-
2,150,978
3,640,192
Remuneration - discontinued operations
-
591,495
Group
2025 £
2024 £
Executive directors' remuneration
1,611,390
1,339,614
Non-executive directors' remuneration
121,755
186,294
Salaries, allowance and bonuses
836,877
1,276,714
Pensions, social security and other benefits
192,331
310,159
Share-based payments expense1
753,642
527,411
Remuneration - continuing operations
3,515,995
3,640,192
Capitalisation of personnel expense
(1,365,017)
-
2,150,978
3,640,192
1 The share-based payment expense amounting to £753,642 (2024: £527,411 for continued operations and £186,758 for discontinued operations) includes a currency translation difference of £7,435 (£1,812). This difference arises from the translation of share-based payment expenses recorded in SE SEA's income statement at the average exchange rate, while the corresponding share-based payment balance in the Company's statement of financial position is translated at the year-end exchange rate.
The remuneration of the highest paid director during the financial year 2025 is disclosed in the Total Remuneration of Executive Directors in Page 37.
7.Operating loss from continuing operations
GROUP
Operating loss for the year is stated after charging / (crediting):
Group
2025
2024
£
£
Fees payable for the audit of the Company and consolidated financial statements:
- Current auditor
62,500
57,500
- Former auditor
-
20,510
62,500
78,010
Fees payable for the audit in Malaysia of the subsidiary financial statements:
- Subsidiary's Malaysian auditor
10,175
13,311
Fees payable for non-audit services:
- Current auditor
3,000
-
- Former auditor
-
188,200
3,000
188,200
Depreciation of property, plant and equipment
9,896
7,407
Amortisation of intangible assets
5,058
-
Legal, professional and business development expenditures
400,764
1,679,985
8.Finance costs
Group
2025
2024
£
£
Bank guarantee commission for Temaris PSC
18,210
-
Unwinding of discount on financial liability (Note 21)
10,507
14,114
28,717
14,114
9.Investment income
Group
2025
2024
£
£
Interest income
Bank deposits
239,631
111,758
Investment income comprises bank deposit interest earned from unrestricted and restricted current cash accounts, alongside fixed term deposit interest. The interest rate earned from bank deposits during the reporting year ranged from 2.1% to 4.55% (2024: 2.75% to 5.15%).
10.Income tax expense
Group
2025
2024
£
£
Deferred taxation
Reversal and origination of temporary difference
(405)
419
Total tax expense
(405)
419
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
2025
2024
£
£
Loss before taxation
(4,173,437)
(5,685,081)
Expect tax credit based on a corporation tax rate of 25%
(1,043,359)
(1,421,270)
Effect on tax rate on different jurisdiction
14,362
5,970
Effect of expenses not deductible in determining taxable profit
296,695
359,804
Remeasurement of deferred tax for changes in tax rate
(8,747)
-
Movement in deferred tax not recognised
740,644
1,055,915
Taxation expense for the year
(405)
419
At the reporting date, the Group had an unrecognised deferred tax asset of £3.5 million (2024: £3.0 million), an increase of £0.5 million with respect to the effect of the increase in tax losses and capital allowances. Deferred tax assets, including those arising from temporary differences, are only recognised when it is considered likely that they will be commercially recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.
11.Profit/(loss) for the year from discontinued operations
On 17 March 2025, the Company completed the sale of its wholly-owned subsidiary, Longboat Energy (2A) Limited (since renamed INPEX Malaysia E&P 2A Limited) to INPEX Corporation for initial cash consideration of $10 million plus the reimbursement of historic costs and further contingent cash consideration of $10 million payable on a commercial discovery.
On 12 July 2024, the Company completed the sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX, for a sum of $2.5 million.
The assets and liabilities of Longboat JAPEX and INPEX 2A have ceased to be consolidated by the Group following the loss of control. The profit or loss of the entities are disclosed as discontinued operations.
Profit/(loss) for the year from discontinued operations, net of tax
31 Dec 2025
31 Dec 2024
£
£
Other income
9,669
-
Expenses excluding exploration write-offs
(5,229)
(40,829)
Profit/(loss) before tax on discontinued operations
4,440
(40,829)
Gain on disposal2 12
9,610,976
-
Share of loss from equity accounted joint venture 1
-
(3,009,250)
Impairment loss on equity accounted joint venture 1
-
(6,505,191)
Share-based payments to joint venture
-
(544,830)
Currency translation difference from joint venture
(661,609)
Total profit/(loss) after tax from discontinued operations
9,615,416
(10,761,709)
Profit/(loss)per share from discontinued operations (note 12):
Basic
15.25
(18.30)
Diluted
14.00
(18.30)
1 At the date of disposal of the Company's remaining 50.1% share in Longboat JAPEX, the carrying value of the investment was written down to the recoverable amount of $2.5 million (£1.9 million), resulting in an impairment charge of £6.5 million.
2 At the date of disposal, the fair value of the subsidiary was calculated based on the fair value of the consideration received.
INPEX 2A
17 March 2025
£
Fair value consideration
8,740,023
Contingent cash consideration
1,409,055
Net assets at date of loss of control
(538,102)
Gain on disposal
9,610,976
At the date of completion, the assets and liabilities of INPEX 2A and Longboat JAPEX were deconsolidated reflecting the loss of control of the subsidiary. Details of the balances at the date of completion are shown below:
Assets and liabilities deconsolidated
INPEX 2A
17 March 2025
Intangible assets
650,229
Trade and other receivables
67,844
Cash and bank balances
79,398
Total assets
797,471
Trade and other payables
(243,230)
Other current liabilities
(16,139)
Total liabilities
(259,369)
Net Assets
538,102
On 17 June 2024 the Company announced the agreement to sell its 50.1% holding in Longboat JAPEX to JAPEX for a sum of $2.5 million. The sale was completed on 12 July 2024.
Group
£
Cost or valuation
At 1 January 2024
12,461,890
Proceeds from disposal of investment in joint venture
(1,935,912)
Share of loss from equity accounted joint venture
(3,009,250)
Impairment loss on equity accounted joint venture
(6,505,191)
Foreign exchange
(1,011,537)
At 31 December 2024
-
Longboat JAPEX Income statement
Group
1 January 2024 to 12 July 2024
£
Revenue
10,536,338
Exploration write-off
(331,193)
Exploration Financing Facility fees
(230,162)
Impairment loss
(4,033,057)
Other operating costs
(10,335,625)
Tax
(1,612,788)
(6,006,487)
Company share: 50.1% (Note 11)
(3,009,250)
In the period from 1 January 2024 to 12 July 2024, the majority of the loss relates to the impairment of Statfjord satellites licenses (£4.0 million) and tax expense (£1.6 million).
12. Earnings/(losses) per share
Group
2025
2024
£
£
Number of shares
Weighted average number of ordinary shares for basic earnings per share
63,048,073
57,545,029
Weighted average number of ordinary shares for diluted earnings per share
63,048,073
57,545,029
Weighted average number of share options issued for diluted earnings per share
5,655,991
-
68,704,063
57,545,029
Earnings/ (losses)
Earnings/ (losses) for basic and diluted losses per share being net earnings/ (loss) attributable to equity shareholders of the Company for:
Continuing operations
(4,173,032)
(5,685,500)
Discontinued operations
9,615,416
(10,761 709)
Earnings/ (losses) per share (expressed in pence)
Basic from continuing operations
(6.62)
(9.88)
Basic from discontinued operations
15.25
(18.70)
Diluted from discontinued operations
14.00
-
Basic and diluted earnings/ (losses) per share are calculated by dividing the earnings/ (losses) attributable to ordinary shareholders by the weighted average number of shares outstanding during the year. Share options and awards are not included in the dilutive calculation for loss making periods because they are anti-dilutive.
13.Investments in subsidiaries
Company
2025
2024
£
£
Investment in subsidiaries
810,366
510,469
The Company's investments at the statement of financial position date in the share capital of companies include the following:
Company Name
Address
Incorporated
Class of shares
Holding %
Seascape Energy (2A) Limited
5th Floor, One New Change, London
6 Jul 2022
Ordinary
100
Seascape Energy (SE Asia) Sdn.Bhd.
Level 30-32, Menara Prestige, No 1, Jalan Pinang, Kuala Lumpur, 50450
19 Oct 2023
Ordinary
100
Seascape Energy (DEWA) Limited
5th Floor, One New Change, London
7 April 2024
Ordinary
100
Seascape Energy Asia (One) Sdn.Bhd.
Level 30-32, Menara Prestige, No 1, Jalan Pinang, Kuala Lumpur, 50450
25 April 2025
Ordinary
100
On 2 December 2024, the Company announced the farm out of the Block 2A PSC through the sale of INPEX 2A to INPEX Corporation. The sale was completed on 17 March 2025.
Movements in non-current investments
Company
Subsidiaries
£
Cost
At 1 January 2024
610,469
Reclass to Assets held for sale (Note 19)
(100,000)
At 31 December 2024
510,469
Equity injection into INPEX 2A
662,341
Equity injection into SE 2A
140,000
Investment in SEA One
174,926
Disposal of INPEX 2A
(662,341)
Reclass of cost of investment in SE SEA to intercompany loan
(15,029)
At 31 December 2025
810,366
During the year, the Company assessed the carrying value of the investment in subsidiaries for indicators of impairment. No impairments were recognised during the year.
14.Intangible assets
Group
Exploration and evaluation assets
Software
Total
Cost
£
£
£
At 1 January 2024
572,512
-
572,512
Additions
277,997
-
277,997
Foreign currency adjustments
17,323
-
17,323
Reclass to Asset held for sale
(582,474)
-
(582,474)
At 31 December 2024
285,358
-
285,358
Additions
2,829,468
30,347
2,859,815
Disposal
(67,756)
-
(67,756)
Foreign currency adjustments
(147,713)
(503)
(148,216)
At 31 December 2025
2,899,357
29,844
2,929,201
Accumulated amortisation
At 1 January 2024
-
-
-
Amortisation for the year
-
-
-
At 31 December 2024
-
-
-
Amortisation for the year
-
5,058
5,058
Foreign currency adjustments
-
(84)
(84)
At 31 December 2025
-
4,974
4,974
Carrying amount
At 31 December 2025
2,899,357
24,870
2,924,227
At 31 December 2024
285,358
-
285,358
On 30 November 2024, the Group entered into an agreement with INPEX Corporation to farm out its interest in the 2A PSC through the sale of INPEX 2A. As at 31 December 2024, the exploration and evaluation assets held in the 2A PSC had been reclassified to Assets held for sale. On 17 March 2025, the assets held for sale were fully disposed of upon the completion of the sale of 2A PSC to INPEX Corporation.
The Group assesses its exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset or cash-generating unit ("CGU") may exceed its recoverable amount.
In performing the assessment, the Group considered, amongst others:
(i) the validity and remaining tenure of exploration licenses;
(ii) the intention to continue exploration and evaluation activities;
(iii) substantive planned and budgeted expenditure;
(iv) results of exploration activities and technical evaluations; and
(v) the potential for commercial hydrocarbon discoveries.
As at 31 December 2025, there were no indicators of impairment under IFRS 6 and, therefore, no full impairment assessment was undertaken.
15.Property, plant and equipment
Group
Fixture and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
1,407
38,132
39,539
Additions
-
8,437
8,437
Foreign currency adjustments
-
126
126
At 31 December 2024
1,407
46,695
48,102
Additions
3,084
23,153
26,237
Foreign currency adjustments
(4)
(685)
(689)
At 31 December 2025
4,487
69,163
73,650
Accumulated depreciation
At 1 January 2024
938
28,240
29,178
Additions
469
6,938
7,407
Foreign currency adjustments
-
22
22
At 31 December 2024
1,407
35,200
36,607
Additions
600
9,296
9,896
Foreign currency adjustments
-
(154)
(154)
At 31 December 2025
2,007
44,342
46,349
Carrying amount
At 31 December 2025
2,480
24,821
27,301
At 31 December 2024
-
11,495
11,495
Company
Fixture and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
1,407
38,132
39,539
Additions
-
1,506
1,506
At 31 December 2024
1,407
39,638
41,045
Additions
2,787
9,981
12,768
At 31 December 2025
4,194
49,619
53,813
Accumulated depreciation
At 1 January 2024
938
28,240
29,178
Additions
469
5,758
6,227
At 31 December 2024
1,407
33,998
35,405
Additions
559
4,817
5,376
At 31 December 2025
1,966
38,815
40,781
Carrying amount
At 31 December 2025
2,228
10,804
13,032
At 31 December 2024
-
5,640
5,640
16.Cash and cash equivalents
Group
Company
2025
2024
2025
2024
£
£
£
£
Cash and bank balances
6,226,407
2,988,607
2,861,842
2,191,612
Less: cash restricted in use
(2,105,769)
(520,708)
-
-
Unrestricted cash and bank balances
4,120,638
2,467,899
2,861,842
2,191,612
Add: cash included as held for sale
-
315,363
-
-
Cash and cash equivalents
4,120,638
2,783,262
2,861,842
2,191,612
Cash restricted in use for the financial year ended 2025 represents deposits placed with financial institutions in support of guarantees issued in favour of PETRONAS equivalent to the value of minimum work commitment to be carried out by SEA One (£1,598,217) and SE DEWA (£507,552) (2024: SE DEWA amounted to £520,708).
17.Trade and other receivables
Group
2025
2024
£
£
Current
Trade receivables
-
1,220
Receivable from joint venture partner
76,499
-
VAT recoverable
41,318
71,383
Other receivables
11,430
14,678
Deposits
6,936
1,522
Prepayments
186,781
24,124
322,964
112,927
Company
2025
2024
£
£
Current
Amounts owed by subsidiaries
1,436,729
635,720
Loan to subsidiaries
6,029,670
2,400,063
VAT recoverable
41,218
71,282
Other receivables
5,955
14,663
Prepayments
70,165
17,323
7,583,737
3,139,051
The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Amounts owed by subsidiaries are unsecured, interest free, have no fixed date of repayment and are repayable on demand. Increase in the amounts owed by subsidiaries is mainly contributed by the management service charges to SE SEA and share-based expenses for share options granted to the subsidiary's employees.
The loans to subsidiaries are non-trade in nature, unsecured, bear interest of 7.50% per annum and are repayable on demand.
Analysis, which considers both historical and forward looking qualitative and quantitative information was performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. The Group and the Company have assessed the current receivable balances as at year end and no ECL provision has been determined to apply.
18.Other financial assets
Group and Company
2025
2024
£
£
At 1 January
-
-
Recognition of financial assets during the year
1,409,055
-
At 31 December
1,409,055
-
On 17 March 2025, the Company completed the sale of its wholly-owned subsidiary, Longboat Energy (2A) Limited (since renamed INPEX Malaysia E&P 2A Limited) to INPEX Corporation for an initial cash consideration of $10 million plus the reimbursement of historic costs and further contingent cash consideration of $10 million payable on a commercial discovery.
The contingent cash consideration has been classified as a financial asset under IFRS 9, and as such has been recognised within the financial statements.
As with the financial liability associated with Block 2A (see note 21) to calculate the fair value of the consideration, the weighted average geological chance of success based on the third party Competent Persons Report of June 2024 was calculated. The asset was then discounted back to it's present value using a suitable risk-free rate, in this instance the UK 3-Year Guilt rate of 3.758% as at 31 December 2025.
19.Assets and liabilities classified as held for sale
Group
2024
£
Intangible assets
582,474
Other receivables
120,733
Cash at bank
315,363
Total assets classified as held for sale
1,018,570
Trade and other payables
71,388
Total liabilities classified as held for sale
71,388
Company
2024
£
Investment in subsidiary
100,000
Total assets classified as held for sale
100,000
On 17 March 2025, the assets and liabilities classified as held for sale were fully derecognised upon the completion of the sale of 2A PSC to INPEX Corporation. Please refer to Note 11 for further details.
20.Trade and other payables
Group
2025
2024
£
£
Trade payables
205,949
76,299
Accruals
634,205
540,068
Pension and social security
85,302
39,085
Other payables
-
13,905
925,456
669,357
Company
2025
2024
£
£
Trade payables - Intercompany
82,148
10,000
Trade payables
100,114
73,607
Accruals
56,170
401,742
Pension and social security
85,302
39,085
323,734
524,434
Accruals of the Group comprise of pre-development project cost for Temaris, Sarawak Atlas Report for Block 2A, audit and accounting fees and other operational related costs at the year end.
The directors consider that the carrying amount of trade and other payables approximates to their fair value.
21.Other financial liabilities
Group and Company
2025
2024
£
£
At 1 January
308,825
239,688
Change in estimate
84,279
53,021
Unwinding of discount (Note 8)
10,507
14,114
Settlement of tranche 2 consideration
(96,333)
-
Foreign exchange
(17,191)
2,002
At 31 December
290,087
308,825
Acquisition of SE 2A
In September 2023, the Company acquired SE 2A whose sole asset was a 15.75% interest in the 2A PSC.
As part of the purchase agreement with the vendors of SE 2A, the consideration was made up of three tranches.
Tranche 1 was equivalent to $100k, settled by an issue of new ordinary shares in the Company on 20 December 2023. This tranche has been fully settled and nothing further is payable with respect to it.
Tranche 2 was equivalent to $125k, was contingent and became payable in the Company's shares upon the farm out of the Group's interest in the 2A PSC which occurred on 30 November 2024. Accordingly an issue of new ordinary shares in the Company, was made on completion on 17 March 2025. This tranche has been fully settled and nothing further is payable with respect to it.
Tranche 3 is a contingent payment of up to $3.0 million payable in cash or through a further issue of Ordinary Shares of an equivalent value, upon a discovery being made on Block 2A, depending on the resource size and the growth in the price of the Ordinary Shares measured over a two year period.
Growth in Seascape
Consideration
Shares Average Price
%
USD
0-9.9%
0%
-
10-24.9%
33%
666,667
25-49.9%
67%
1,133,333
>=50%
100%
2,000,000
If a liquidity event occurs, involving the sale of SE 2A's share in the 2A PSC then Tranche 3 will be calculated instead upon the proceeds of the liquidity event, but capped at the total of $3.0 million, as above.
A weighted average 20% geological chance of success has been used to estimate the fair value of the consideration. The liability was then discounted back to it's present value using a suitable risk-free rate, in this instance the UK 3-Year Guilt rate of 3.758% as at 31 December 2025.
The fair value of the contingent consideration was calculated to be $390k (£290k). A change in the probability of success of 5% would lead to a 25% change in the fair value of the contingent consideration, equivalent to USD $97k (£73k).
22.Provisions
Group
2025
2024
£
£
Provision for deferred salaries
-
37,940
Provision for bonus
694,384
664,060
694,384
702,000
Company
2025
2024
£
£
Provision for deferred salaries
-
37,940
Provision for bonus
498,428
481,543
498,428
519,483
On 1 July 2024, the Executive Chairman and the CEO deferred a proportion of their salaries pending an improvement in the financial position of the Group. As at 31 December 2024, the Group and the Company made a provision for these deferred salaries and performance bonuses for directors and employees in view of the successful farm-out of the 2A PSC on 30 November 2024. The bonus and deferred salaries were fully paid during the financial year 31 December 2025.
On 13 January 2026, the Company announced annual bonuses for its Executive Directors in recognition of the exceptional performance achieved during the financial year 2025. The Executive Directors elected to receive a significant portion of their bonuses in the form of nil-cost options granted under the Long-Term Incentive Plan. The remaining portion of the bonuses will be settled in cash and is contingent upon the occurrence of a suitable liquidity event. On 22 April 2026, the Company announced that its Executive Directors have elected to receive the unpaid element of their annual bonus under the Long Term Incentive Plan, all based on an average market price of 64.7 pence per share.
23.Deferred tax
GROUP
The following are the deferred tax liabilities and assets recognised and movements thereon during the current and prior year.
ACAs
£
Deferred tax balance at 1 January 2024
-
Deferred tax movements in current year
Temporary differences arising from fixed assets
419
Foreign exchange
8
Deferred tax liability at 31 December 2024
427
Deferred tax movements in current year
Temporary differences arising from fixed assets
(405)
Foreign exchange
(22)
Deferred tax liability at 31 December 2025
-
At the reporting date the Group had an unrecognised deferred tax asset of £3.5 million (2024: £3.0 million), an increase of £0.5 million, materially all of which relates to continuing operations. Deferred tax assets, including those arising from temporary differences, are only recognised when it is considered likely that they will be commercially recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.
24.Called up share capital
Group and Company
2025
2024
£
£
Authorised, called up, allotted and fully paid
63,127,968 (2024: 62,818,946) ordinary shares
6,312,798
6,281,895
Each ordinary share has a par value of £0.10.
The share capital issues during 2024 and 2025 are summarized as follows:
Group and Company
Number of shares
Nominal value
£
At 1 January 2024
57,108,136
5,710,814
Shares issued for cash
5,710,810
571,081
At 31 December 2024 and 1 January 2025
62,818,946
6,281,895
Shares issued for employee share-based payment plans
30,152
3,015
Shares issued for Tranche 2 contingent consideration
278,870
27,888
At 31 December 2025
63,127,968
6,312,798
On 4 December 2024, the Company raised £1,998,787 through the issue of 5,710,810 new ordinary shares for cash at £0.35 each.
On 18 March 2025, the Company issued 278,870 new ordinary shares for the settlement of Tranche 2 consideration for the acquisition of SE 2A.
On 12 September 2025, the Company issued 30,152 new ordinary shares upon the exercise of CIP share incentives scheme by former employees.
25.Share premium account
Group and Company
2025
2024
£
£
At 1 January
36,809,420
35,605,370
Shares issued for cash (Note 24)
71,529
1,427,460
Costs of share issue
-
(223,410)
At 31 December
36,880,949
36,809,420
26.Share based payments
Group and Company
2025
2024
£
£
At 1 January
466,198
1,024,486
Granted during the year
Awarded to UK employees
459,515
424,648
Awarded to Malaysian employees
286,692
104,575
Awarded to Norwegian employees (discontinued operations)
-
186,758
746,207
715,981
Transferred to retained earnings
Forfeited during the year
(28,843)
(1,274,269)
Exercised during the year
(5,983)
-
At 31 December
1,177,579
466,198
2025
2024
No.
No.
Number of share options awarded
Long Term Incentive Plan
9,555,038
8,439,559
NED Incentive Plan
588,674
486,790
Co-Investment Plan
169,720
302,711
10,313,432
9,229,060
During the year, the Company operated three incentive schemes; the Long-Term Incentive Plan (LTIP), the NED Long-Term Incentive Plan and the Co-investment plan (CIP).
Details of the schemes are summarised in the Remuneration Report.
Long Term Incentive Plan and NED Long Term Incentive Plan
The 2025 awards have been valued using the Black Scholes Model as there is no TSR conditions attached to them. All other historic awards have been valued using the Monte Carlo model, which calculates fair value based on a large number of randomly generated simulations of the Company's TSR.
Grant date
17 Dec 25
3 Dec 25
14 Nov 25
14 Oct 25
2 Jul 25
13 Feb 25
7 Oct 24
15 Jul 24
Aug 23
12 Aug 22
Weighted average share price at grant date
£0.60
£0.64
£0.69
£0.86
£0.54
£0.37
£0.16
£0.22
£0.305
£0.430
TSR performance
none
none
none
none
none
None
none
none
-
-
Risk free rate
3.47%
3.75%
3.81%
3.81%
3.81%
3.97%
4.12%
4.12%
4.73%
1.96%
Dividend yield
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Volatility of Company share price
104%
102%
107%
107%
107%
106%
101%
101%
62%
52%
Weighted average fair value
£0.59
£0.57
£0.45
£0.45
£0.50
£0.28
£0.16
£0.16
£0.18
£0.25
The risk-free rate assumption has been set as the yield as at the calculation date on zero-coupon government bonds of a term commensurate with the remaining performance period.
The historical three-year volatility of the constituents of the FTSE AIM Oil & Gas super sector, as of the date of grant, was used to derive the volatility assumption.
Long Term Incentive Plan
2025
2024
No.
No.
Outstanding at 1 January
8,439,559
4,961,600
Awarded during the year
1,151,074
6,963,646
Exercised during the year
(30,152)
-
Lapsed during the year
(5,443)
(3,485,687)
Outstanding at 31 December
9,555,038
8,439,559
Exercisable at 31 December
1,592,195
nil
The weighted average exercise price of outstanding options is £0.12 each (2024: £0.19).
The weighted average remaining contractual life as at 31 December 2025 is 42 months (2024: 52 months).
NED Incentive Plan
2025
2024
No.
No.
Outstanding at 1 January
486,790
-
Awarded during the year
102,700
486,790
Lapsed during the year
(816)
-
Outstanding at 31 December
588,674
486,790
Exercisable at 31 December
nil
nil
The weighted average exercise price of outstanding options is £0.15 each (2024: £nil).
The weighted average remaining contractual life as at 31 December 2025 is 44 months (2024: 54 months).
Co-Investment Plan (CIP) awards
For the purpose of determining the fair value of an award, the following assumptions have been applied and a valuation calculation run through the Monte Carlo Model:
Grant date
3 Aug 23
10 Feb 22 (Part A)
10 Feb 22 (Part B)
Performance period (years)
3
3
3
Share price at grant date
£0.30
£0.57
£0.57
Exercise price
0.10
£0.10
£0.10
Risk free rate
4.73%
1.35%
1.35%
Dividend yield
0%
0%
0%
Volatility of Company share price
62%
50%
50%
Fair value per award
£0.18
£0.19
£0.24
2025
2024
Weighted average fair
No.
No.
value (£ per share)
Outstanding at beginning of the year
302,711
1,219,212
£0.19
Lapsed during the year
(132,991)
(916,501)
(£0.21)
Outstanding at the end of the year
169,720
302,711
£0.18
Exercisable at the end of the year
nil
nil
£nil
The weighted average exercise price of outstanding options is £0.10 (2024: £0.10).
The weighted average remaining contractual life as at 31 December 2025 is 31 months (2024: 37 months).
27.Currency translation reserve
2025
2024
GROUP
£
£
At the beginning of the year
(6,872)
310,803
Currency translation difference on foreign subsidiaries
44,044
32,254
Disposal of joint venture
-
(349,929)
At the end of the year
37,172
(6,872)
The currency translation reserve relates to the movement in translating operations denominated in currencies other than sterling into the presentation currency.
28.Cash used by continuing operations
Group
2025
2024
£
£
Loss for the year before tax and before other comprehensive income
(4,173,437)
(5,685,081)
Add back:
Interestreceived
(239,631)
(111,758)
Depreciation
9,896
7,407
Amortisation
5,058
-
Equity settled share-based payment expense
746,207
527,411
Unwinding discount on contingent consideration
10,507
14,114
Unrealised foreign exchange loss
355,224
-
Changes in estimate on contingent consideration
84,279
55,023
Movement in working capital:
(Increase)/decrease in trade and other receivables
(197,474)
1,121,103
Increase in trade and other payables
248,011
45,801
Movement in provision
(7,616)
702,000
Cash used by operations
(3,158,976)
(3,323,980)
29.Cash generated/(used) by discontinuing operations
Group
2025
2024
£
£
Profit/(loss) for the year after tax and before other comprehensive income
9,615,416
(10,761,709)
Add back:
Interest receivable
(427)
(543)
Gain on disposal of subsidiary
(9,610,976)
-
Share-based payment expense
-
544,830
Loss from investment
-
3,670,859
Impairment loss on investment
-
6,505,191
Movement in working capital:
Increase in trade and other receivables
(26,509)
(369,485)
Increase in trade and other payables
187,981
(199,294)
Cash generated/(used) by operations
165,485
(610,151)
30.Financial risk management
The Group is exposed to financial risks through its various business activities. In particular, changes in interest rates and exchange rates can have an effect on the capital and financial situation of the Group. In addition, the Group is subject to credit risks.
The Group has adopted internal guidelines, which concern risk control processes and which regulate the use of financial instruments and thus provide a clear separation of the roles relating to operational financial activities, their implementation and accounting, and the auditing of financial instruments. The guidelines on which the Group's risk management processes are designed to ensure that the risks are identified and analysed across the Group. They also aim for a suitable limitation and control of the risks involved, as well as their monitoring.
The Group controls and monitors these risks primarily through its operational business and financing activities.
Credit Risks
The credit risk describes the risk from an economic loss that arises because a contracting party fails to fulfil their contractual payment obligations. The credit risk includes both the immediate default risk and the risk of credit deterioration, connected with the risk of the concentration of individual risks. For the Group, credit and default risks are concentrated in the financial institutions where it places cash deposits.
The Group's policy is to place its cash with banks with an appropriate credit rating in accordance with the Company's Treasury Risk Management Policy.
Notwithstanding existing collateral, the amount of financial assets indicates the maximum default risk in the event that counterparties are unable to meet their contractual payment obligations. The maximum credit default risk amounted to £6,321,272 (2024: £3,442,123) at the statement of financial position date, of which £6,226,407 (2024: £3,303,970) was cash on deposit at banks
Group
Company
2025
2024
2025
2024
Rating
£
£
£
£
DNB Bank ASA
Aa1
2,846,451
2,191,612
2,846,451
2,191,612
OCBC Bank (Malaysia) Berhad
Aa1
1,251,678
273,924
-
CIMB Islamic Bank Berhad
Baa1
2,112,690
523,071
-
Malayan Banking Berhad
AAA
197
-
-
B4B Payments
15,391
-
15,391
-
Cash at bank and restricted cash
6,226,407
2,988,607
2,861,842
2,191,612
DNB Bank ASA
Aa1
-
76,815
-
-
OCBC Bank (Malaysia) Berhad
Aa1
-
238,548
-
-
Cash held in asset held for sale
-
315,363
-
-
Liquidity Risks
Liquidity risk is defined as the risk that a Company may not be able to fulfil its financial obligations. The Group manages its liquidity by maintaining cash and cash equivalents sufficient to meet its expected cash requirements. The Group has assessed the ability of the Group's in meeting their cash requirements for the next twelve-months in the statement of going concern.
At 31 December 2025, the Group had cash on deposit of £6,226,407 (2024: £3,303,970).
Market Risks
Interest Rate Risks
Interest rate risks exist due to potential changes in market interest rates and can lead to a change in the fair value of fixed-interest bearing instruments, and to fluctuations in interest payment for variable interest rate financial instruments.
The Group is exposed to interest rate risks on cash held on deposits at banks. Interest income for the year 31 December 2025 was £239,631 (2024: £111,758). These accounts are maintained for liquidity rather than investment, and the interest rate risk on deposits is not considered material to the Group.
Currency risks
The Group operates in the UK and Malaysia, incurring expenses and holding cash in sterling, United States dollars and Malaysian Ringgit. The Group incurs some expenditure in foreign currency when the investment policy requires services to be obtained overseas. The foreign exchange risk on these costs is not considered material to the Group.
The following table shows the carrying amounts, amortised amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
At the year-end the Group and Company maintained the following cash reserves:
Group
Company
2025
2024
2025
2024
£
£
£
£
Cash and cash equivalents held in GBP
717,587
1,707,122
717,214
1,706,479
Cash and cash equivalents held in USD
4,752,444
1,015,515
2,144,628
485,133
Cash and cash equivalents held in MYR
756,376
265,970
-
-
Cash at bank and restricted cash
6,226,407
2,988,607
2,861,842
2,191,612
Cash and cash equivalents held in USD
-
264,137
-
-
Cash and cash equivalents held in MYR
-
51,226
-
-
Cash held in asset held for sale
-
315,363
-
-
The Group's exposure to foreign currency risk at the end of the reporting period is summarised below. All amounts are presented in GBP equivalent.
2025
2024
£
£
Cash and cash equivalents
5,585,319
1,281,485
Trade and other receivables
12,411
32,824
Trade and other payables
(618,743)
(57,020)
Net exposure
4,978,987
1,257,289
Sensitivity analysis
As shown in the table above, the Group is exposed to changes in exchange rates through its balances not held in sterling. The table below shows the impact in sterling on pre-tax profit and loss of a 10% increase/decrease in the exchange rates, holding all other variables constant.
2025
2024
£
£
Exchange rate increases by 10%
(430,934)
(114,299)
Exchange rate decrease by 10%
526,697
139,699
Classification of financial instruments
Carrying amount
Amortised cost
Carrying amount
Amortised cost
Group
2025
2025
2024
2024
£
£
£
£
Financial assets measured at amortised cost
Cash and cash equivalent
4,120,638
4,120,638
2,467,899
2,467,899
Restricted cash
2,105,769
2,105,769
520,708
520,708
Trade and other receivables1
18,366
18,366
17,420
17,420
Other financial assets
1,409,055
1,409,055
-
-
Total financial assets
7,653,828
7,653,828
3,006,027
3,006,027
Financial liabilities measured at amortised cost
Trade and other payables2
882,899
882,899
669,357
669,357
Provisions
694,384
694,384
702,000
702,000
Other financial liabilities5
290,087
290,087
308,825
308,825
Total financial liabilities
1,867,370
1,867,370
1,680,182
1,680,182
Total financial instruments
5,786,458
5,786,458
1,325,845
1,325,845
1 The trade and other receivables for the financial year 2024, previously disclosed in the amount of £88,803, were incorrectly stated as including VAT recoverable balances, which are not financial assets in nature. Accordingly, the amount has been revised to £17,420.
2 The trade and other payables for the financial year 2024, previously disclosed in the amount of £129,289, were incorrectly stated as excluding accrual balances, which are financial liability in nature. Accordingly, the amount has been revised to £669,357.
Carrying amount
Amortised cost
Carrying amount
Amortised cost
Company
2025
2025
2024
2024
£
£
£
£
Financial assets measured at amortised cost
Cash and cash equivalent
2,861,842
2,861,842
2,467,899
2,467,899
Trade and other receivables3
7,472,354
7,472,354
3,050,446
3,050,446
Other financial assets
1,409,055
1,409,055
-
-
Total financial assets
11,743,251
11,743,251
5,518,345
5,518,345
Financial liabilities measured at amortised cost
Trade and other payables4
323,734
323,734
524,434
524,434
Provisions
498,428
498,428
519,483
519,483
Other financial liabilities5
290,087
290,087
308,825
308,825
Total financial liabilities
1,112,249
1,112,249
1,352,742
1,352,742
Total financial instruments
10,631,002
10,631,002
4,165,603
4,165,603
3 The trade and other receivables for the financial year 2024, previously disclosed in the amount of £3,121,728, were incorrectly stated as including VAT recoverable balances, which are not financial assets in nature. Accordingly, the amount has been revised to £3,050,446.
4 The trade and other payables for the financial year 2024, previously disclosed in the amount of £122,692, were incorrectly stated as excluding accrual balances, which are financial liability in nature. Accordingly, the amount has been revised to £524,434.
5 The comparative disclosure for the financial year 2024 has been revised to include other financial liabilities that were previously omitted. Accordingly, the comparative amount has been reinstated to £308,825.
31.Retirement benefit schemes
Group
2025
2024
£
£
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes:
Continuing operations
131,922
102,717
Company
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes:
29,516
56,194
32.Related party transactions
a. Identities of related parties
The related parties of the Group and of the Company are:
(i) Its subsidiaries as disclosed in Note 13 to the financial statements; and
(ii) Members of the Board of Directors are deemed to be key management personnel. Key management personnel compensation for the financial year is the same as the Director remuneration set out in the Corporate Governance Statement except for key management personnel as disclosed in (d).
b. In addition to the information detailed elsewhere in the financial statements, set out below are other significant transactions and outstanding balances with related parties during the financial year:
Transactions
2025
2024
Group
£
£
Net expenses recharged to/(by):
- Longboat JAPEX Norge AS
-
(218,359)
- INPEX 2A
202,053
-
Company
Net expenses recharged to/(by):
- Longboat JAPEX Norge AS
-
(218,359)
- INPEX 2A
2,626
88,065
- SE 2A
(181,852)
17,430
- SE DEWA
(49,374)
52,048
- SE SEA
1,440,696
528,688
- SEA One
15,164
-
Loan to:
- INPEX 2A
-
1,222,741
- SE 2A
146,020
230,629
- SE DEWA
526,212
511,103
- SE SEA
977,485
326,839
- SEA One
3,369,446
-
Interest on loan charged to:
- INPEX 2A
17,145
71,668
- SE 2A
28,483
5,265
- SE DEWA
61,976
16,014
- SE SEA
64,779
11,284
- SEA One
88,416
-
Balances
2025
2024
Company
£
£
Loan receivable from:
- INPEX 2A
-
1,296,633
- SE 2A
363,347
237,188
- SE DEWA
1,071,510
527,704
- SE SEA
1,342,203
338,538
- SEA.One
3,252,610
-
Receivable/(payable) to:
- INPEX 2A
-
36,604
- SE 2A
(78,573)
42,888
- SE SEA
1,433,154
546,228
The related party transactions with Longboat JAPEX arose as a result of the agreements that were entered into at the time of establishment of the joint venture. On 12 July 2024, the Company completed the sale of the investment in Longboat JAPEX to JAPEX, hence there was no intercompany balance outstanding with the joint venture.
c. Other information
Directors' interests in the shares of the Company in the current and prior period, including family interests, were as follows:
Ordinary shares
20251
20241
Graham Stewart
350,000
350,000
Nicholas Ingrassia
375,511
304,080
James Menzies
2,502,896
2,360,039
Geraldine Murphy
357,142
285,714
Pierre Eliet
453,026
431,598
Michael Buck
271,427
-
1 As at the date of publication of the Report and Accounts for each respective year, noting that Michael Buck's interests were not reported in 2024, having been appointed in 2026.
Under IAS 24 section 4, all intragroup transactions which have been eliminated on consolidation are exempt from being disclosed as the Group has prepared consolidated financial statements.
The Group does not have one controlling party.
33.Minimum financial commitments
2025
2024
£
£
Dewa PSC
174,723
510,188
Temaris PSC
461,985
-
636,708
510,188
(i) SE DEWA holds a 28% participating interest and a further 12% paying interest (on behalf of PETROS) in the DEWA PSC, and is obligated to carry out the minimum work commitments as stated in the production sharing contract. This includes conducting a detailed and systematic resource assessment for 12 fields on the hydrocarbon potential of the contract area through integrated geological, geophysical and geochemical studies on a regional scale trend and prospect level and thereafter submitting a resource assessment report to PETRONAS. The total costs to be incurred by SE DEWA in regard to the work commitments are USD640,000. As at 31 December 2025, the remaining commitment I s estimated at £174,723 (USD234,686).
(ii) SEA One holds 100% a participating interest in the Temaris PSC, and is obligated to carry out the minimum work commitments as stated in the production sharing contract. This includes submitting the FDAP within the stipulated period in the PSC, conducting specialised studies namely sedimentology and core study, and rock physics and inversion study, and conducting 3D seismic reprocessing data. The total costs to be incurred by SEA One in regard to the work commitments are USD2,100,000. As at 31 December 2025, the remaining commitment is estimated at £461,985 (USD620,530).
34.Subsequent events
On 13 January 2026, the Company announced the appointment of Mike Buck as an Independent Non-Executive Director and that Graham Stewart (Independent Non-Executive Director) does not intend to stand for re-election at the 2026 Annual General Meeting.
On 13 January 2026, the Company announced that its Executive Directors have elected to receive a significant portion of their annual bonus as nil cost options under the Long Term Incentive Plan, with the CEO receiving 232,721 options, the Executive Chairman 164,991, the Executive Director Corporate Development 166,578, and the Company Secretary 51,982, all based on an average market price of 64.7 pence per share.
On 11 February 2026, the Company announced the application for the admission of 11,143 new ordinary shares to AIM following the exercise of share options by a former employee. This issuance increased the Company's total issued ordinary share capital to 63,139,111 shares.
On 25 and 26 March 2026 the Company announced the placing, subscription and take up under the retail offer of a combined 7,200,000 new ordinary shares in the Company to raise gross proceeds of £5.04 million before expenses at a price of 70 pence per share, representing 11.4 per cent of the Company's share capital. This issuance increased the Company's total issued ordinary share capital to 70,339,111 shares.
On 22 April 2026, the Company announced that its Executive Directors have elected to receive the unpaid element of their annual bonus under the Long Term Incentive Plan, with the CEO receiving 232,721 options, the Executive Chairman 164,991, the Executive Director Corporate Development 166,578, all based on an average market price of 64.7 pence per share.
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