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REG - Sunda Energy PLC - Final Results for the Year Ended 31 December 2025

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RNS Number : 3701G  Sunda Energy PLC  01 June 2026

 

1 June 2026

Sunda Energy Plc

("Sunda Energy", "Sunda", the "Company", or the "Group")

Final Results for the Year Ended 31 December 2025

Sunda Energy (AIM: SNDA), the AIM-quoted exploration and appraisal company
focused on oil & gas assets in the Asia-Pacific region, is pleased to
announce its audited financial results for the year ended 31 December 2025.

 

Operational highlights for 2025

·      Extensive operational and funding preparations for the drilling
of the Chuditch-2 appraisal well ("Chuditch-2"), which had been expected to
commence during Q3 2025 but was postponed.

·      Postponement of Chuditch-2 drilling was a significant setback,
but efforts to get back on track are progressing.

·      Completion of an Environmental Baseline Survey ("EBS") in the
area of Chuditch-2, and integration of results into Environmental Impact
Statement and the Environmental Management Plan.

·      First successes in Sunda's new venture strategy, with the award
of a 37.5% working interest in two licence blocks in the Philippines, with two
discovered gas fields and world class exploration potential.

 

Post-period end operational developments

·      Awarded an Environmental Licence for the drilling of Chuditch-2.

·      Letter of intent signed with Finder TIMOR-LESTE B.V. to work
together to secure a drilling rig for the two companies' drilling campaigns
offshore Timor-Leste.

·      Signature of a share sale and purchase Agreement ("SSPA") for the
conditional acquisition of Matahio Energy NZ Limited ("Matahio NZ"), bringing
100% of five production and exploration permits in New Zealand, with around
1,000 boepd production plus exploration and development upside.

·      Matahio NZ assets performing well, with substantial oil lifting
in May 2026 at exceptionally high prices, directly benefitting Sunda given
effective date of SSPA of 1 January 2026.

 

Financial highlights for 2025

·      Cash reserves at 31 December 2025 were £0.33 million (31
December 2024: £3.17 million).

·      Loss after taxation of £2.84 million (2024: £2.05 million).

·      Convertible loan note agreement with three institutional
investors raising up to US$9.0 million to fund Sunda's share of anticipated
Chuditch-2 drilling costs, of which only US$1.5 million issued and drawn down.

·      Completed a Directors' Subscription and WRAP Retail Offer to
raise £0.71 million (gross) in October 2025.

 

Post-period end financial developments

·      Unsecured loan agreement of £1.5 million with Dr Andy Butler,
CEO, entered into in February 2026 (the "AB Loan") with initial drawdown of
£0.4m, followed by two further drawdowns of £0.75 million in March 2026 and
£0.35 million in April 2026.

·      Financing secured in April 2026 for the Matahio NZ acquisition
including a Firm Subscription of £0.9 million with Alumni Capital, a £4.25
million Convertible Loan Note Subscription with Alumni Capital and a
Conditional Subscription of £0.8m with Directors of the Company, including
the conversion of £0.75 million of the AB Loan into equity and a WRAP Retail
Offer raising c.£0.4 million.

 

Commenting on the results, Gerry Aherne, Non-Executive Chairman, said:

"2025 was a milestone year for Sunda. We faced tremendous headwinds,
especially with the involuntary postponement of drilling in the Company's
Chuditch project in Timor-Leste, but also entered a period of transition, the
fruits of which we are starting to see in 2026. With plans for Chuditch
getting back on track, the entry into two highly prospective exploration
assets in the Philippines, and the recent announcement of the proposed
acquisition of a material portfolio of production, development and exploration
assets in New Zealand, Sunda is truly advancing on its journey to become a
meaningful upstream oil and gas player in the Asia-Pacific region. During this
time of heightened concerns around energy security, Sunda's strategy of
building a portfolio of material oil and gas assets is clearly robust and
offers the company a secure and successful future."

Posting of Annual Report and Notice of AGM

The Company's Annual Report and Financial Statements for the year ended 31
December 2025 will be available for download from the Company's website
(www.sundaenergy.com (http://www.sundaenergy.com/) ) later today and will be
despatched by post shortly to shareholders.

The Company will hold its Annual General Meeting at 11 a.m. BST on 26 June
2026 at the offices of Allenby Capital Limited, 5 St. Helen's Place, London,
EC3A 6AB. The Notice of Annual General Meeting will be sent to shareholders
shortly and will be available on the Company's website (www.sundaenergy.com
(http://www.sundaenergy.com/) ).

 

For further information, please contact:

 Sunda Energy Plc                                                    Tel: +44 (0) 20 7770 6424

 Andy Butler, Chief Executive

 Rob Collins, Chief Financial Officer

 Allenby Capital Limited (Nominated Adviser and Joint Broker)        Tel: +44 (0) 203 328 5656

 Nick Athanas, Nick Harriss, Ashur Joseph (Corporate Finance)

 Kelly Gardiner(Sales and Corporate Broking)

 Hannam & Partners Advisory Limited (Advisor and Joint Broker)       Tel: +44 (0) 20 7907 8502

 Neil Passmore (Corporate Finance)

 Leif Powis (Sales)

 Celicourt Communications (Financial PR and IR)                      Tel: +44 (0) 20 7770 6424

 Mark Antelme, Philip Dennis, Charles Denley-Myerson                 sunda@celicourt.uk (mailto:sunda@celicourt.uk)

 

Qualified Person's Statement

Pursuant to the requirements of the AIM Rules - Note for Mining and Oil and
Gas Companies, the technical information and resource reporting contained in
this announcement has been reviewed by Dr Andrew Butler, Fellow of the
Geological Society of London and member of the Society of Petroleum Engineers.
Dr Butler has 30 years' experience as a petroleum geologist. He has compiled,
read and approved the technical disclosure in this regulatory announcement and
indicated where it does not comply with the Society of Petroleum Engineers'
standard.

 

 

CHAIRMAN'S STATEMENT & OPERATIONS REPORT

 

Financial Review

The net result for the year was a loss both before and after taxation of
£2.84 million (2024: loss of £2.05 million), which is wholly attributable to
Sunda Energy shareholders, representing a loss of 0.01p per share (2024: loss
of 0.008p per share).

The Group generated no revenue during the period but focused on exploring and
developing assets that the Board believes will generate revenue for the Group
in the future.

Administration expenses for the year were £1.93 million (2024: £2.22
million), an overall decrease of £0.29 million on the preceding year.
Administration costs arising in SundaGas (Timor-Leste Sahul) Pte. Ltd. ("TLS")
and its Timor-Leste subsidiary, SundaGas Banda Unipessoal, Lda. ("SundaGas"),
decreased from £0.74 million previously to £0.44 million this year. Sunda
Energy Plc directors and staff salaries and related costs increased by £0.38
million to £1.15 million in the year, including £0.32 million in non-cash
share-based payments. Details of directors' salaries are contained in the
Report of the Directors in the Annual Report on page 19. Professional adviser
fees increased from £0.45 million previously to £0.53 million, mainly due to
higher legal, consultancy and professional adviser costs, associated with the
capital raisings in May and October 2025.

Non-capitalised exploration and evaluation expenditure incurred included in
the Consolidated Income Statement amounted to £0.33 million (2024: £0.17
million), largely arising from the annual surface rental costs on the Chuditch
field and new venture costs. The Directors judged that no exploration assets
required impairment.

In May 2025 the Company conditionally secured access to US$9.0 million gross
by way of the issue of unsecured convertible loan notes ("Loan Notes" or
"CLNs") to three institutional investors to finance the Company's shares of
costs with the planned Chuditch-2 well in Timor-Leste. US$1.5 million of the
Loan Notes were drawn before the planned drilling was postponed. No further
amounts were drawn under the CLNs.

In October 2025, the Company raised £0.71 million gross through a
subscription by Directors and Senior Management and a WRAP Retail Offer for
general working capital purposes, including ongoing preparations to drill in
Timor-Leste, initial technical evaluation work on the two new Service
Contracts awarded in the Philippines and new business activities,
subsequently announced as the proposed acquisition of Matahio NZ.

At the end of the financial year, cash reserves of the Group had decreased to
£0.33 million from £3.17 million at the preceding year end. The Group's
investment in exploration and evaluation assets in Timor-Leste amounted to
£2.34 million in the period (2024: £1.78 million). There was a cash outflow
from operating activities of £2.26 million (2024: outflow of £1.68 million)
and a cash outflow after investing and financing activities of £2.84 million
(2024: outflow of £0.59 million).

The Group continues to take a conservative view of its asset impairment
policy. The Board will continue to take a prudent approach in entering into
new capital expenditures beyond those expected to be committed to existing
ventures.

Report on Operations

 

Timor-Leste TL-SO-19-16 PSC ("Chuditch PSC" or "PSC") (Sunda 60% interest)

 

Background

The Chuditch PSC is located approximately 185 kilometres south of Timor-Leste,
100 kilometres east of the producing Bayu-Undan field, 50 kilometres south of
the potential Greater Sunrise development and covers approximately 3,571 km(2)
in water depths of 40-120 metres. The Chuditch-1 discovery well, drilled by
Shell in 1998 in 64 metres water depth, encountered a 30-metre gross gas
column in Jurassic Plover Formation sandstone reservoirs, at a depth of 2,910
metres, on the flank of a large, faulted structure. The discovery and
neighbouring prospects are largely covered by a 3D seismic survey acquired in
2012 and subsequently reprocessed by Sunda.

Sunda operates the PSC through its wholly owned subsidiary SundaGas, based out
of its offices in Dili, Timor-Leste. Until February 2024, the Company held a
75% working interest in partnership with TIMOR GAP Chuditch Unipessoal Lda, a
subsidiary of the state-owned national oil company, who held the remaining 25%
and which share of PSC expenditure is carried until first production.

On 7 February 2024, the Company completed a transaction whereby TIMOR GAP
increased its participation in the PSC from 25% to 40%. Accordingly, the
SundaGas 60% share became responsible for 80% of the costs of the Chuditch
project and TIMOR GAP for 20%. TIMOR GAP paid approximately US$1 million to
cover its share of prior costs from the effective date of the PSC until the
completion of this transfer.

Previously, the Company had carried out a technical work programme that
included the reprocessing of legacy seismic data, aimed at addressing
reservoir imaging issues caused by sea-bed topography and shallow geological
features as well as various geological and engineering studies. These
activities fulfilled the PSC obligations for Contract Years 1 and 2 of the PSC
and enabled Sunda to assess fully the Chuditch field and its gas resources.

Consultancy group ERC Equipoise Ltd ("ERCE") was then engaged to prepare a
Competent Person's Report ("CPR") to provide an independent assessment of the
Chuditch resource to a SPE PRMS compliant standard. The CPR was released on 28
February 2023. For the Chuditch-1 discovery, ERCE assessed gross Pmean
Contingent Resources of 1.16 Tcf of gas. In addition, aggregated gross Pmean
Prospective Resources attributable to the licence according to the CPR
amounted to 1,562 Bcf gas across three prospects, Chuditch SW, Chuditch NE and
Quokka. Geological Chances of Success ("GCOS") for these prospects range from
52% to 26%, providing substantial follow on, low risk exploration potential to
any Chuditch development. It is notable that Sunda's in-house probabilistic
estimates of aggregated gross Prospective Resources for these prospects, at
2,128 Bcf of gas, are higher than ERCE's estimates. This arises mainly through
the Company's preferred use of the latest reprocessed seismic data velocity
model to define the extent of the prospects.

Based on Sunda's technical studies, a well location has been selected for the
Chuditch-2 appraisal well that is 5.1km from the original Chuditch-1 discovery
well in a water depth of approximately 68m. The predicted vertical column
height of gas in the Jurassic reservoirs at this location is 149m, as compared
with the 30m gross gas column encountered in the discovery well. The Company
has been working towards the drilling of Chuditch-2, including a production
flow test, as a critical milestone on the pathway to developing the Chuditch
gas resources.

 

2025 and subsequent activities

 

The first half of 2025 was dominated by operational and funding preparations
for the drilling of Chuditch-2, which had been expected to commence during Q2
2025 but was ultimately postponed (as outlined below). Drilling was intended
to take place using a jack-up rig that was operating in nearby Australian
waters, drilling four successive wells for three different E&P companies.

In January 2025, the Company completed an Environmental Baseline Survey
("EBS") in the area of the planned well. The purpose of the EBS was to gather
information on the seabed sediments and fauna as well as collect seawater
samples. The results were integrated into the Environmental Impact Statement
("EIS") and the Environmental Management Plan ("EMP") for submission to
regulator Autoridade Nacional do Petróleo ("ANP") as part of the process for
securing an Environmental Licence for drilling activities.

On 24 April 2025, the Company announced that it had entered into a binding
Farm-In agreement with TIMOR GAP

(the "Farmin Agreement"), whereby SundaGas would assign a 30% interest to
TIMOR GAP in addition to the 40% interest already held by TIMOR GAP. This
assignment would have resulted in SundaGas retaining a 30% working interest in
the Chuditch PSC, with TIMOR GAP holding a 70% interest. From the effective
date of 1 April 2025 until the end of Contract Year 3 of the PSC, TIMOR GAP
would have been responsible for paying 72% of all PSC costs, including its
share of the drilling of the planned Chuditch-2 appraisal well.

At the same time, the Company announced that it had conditionally raised up to
US$9.0 million through the issue of unsecured convertible loan notes (the
"CLNs") to three institutional investors. Together with the TIMOR GAP farm-in,
these funding arrangements provided the Company with the capital required to
drill Chuditch-2, commencing with the execution of a contract for the use of
the jack-up rig operating in nearby Australian waters. Following a general
meeting of the Company on 10 May 2025, the first tranche of US$1.5 million
(£1.135 million) of CLNs was issued on 13 May 2025.

However, on 16 June 2025, the Company announced an involuntary postponement of
the drilling of Chuditch-2. The delay was caused by the absence at the
required time of helicopter services in Timor-Leste that met the necessary
operational objectives and safety standards, and the non-approval of
alternative international helicopter service providers. This issue meant that
the Company was unable to proceed with the execution of a definitive contract
for a drilling rig, and hence the Farm-In Agreement also terminated.
Termination of the Farm-In Agreement meant the working interests on the PSC
remain unchanged, with SundaGas holding a 60% working interest and
operatorship and TIMOR GAP having a 40% interest. SundaGas and TIMOR GAP
remain responsible for paying 80% and 20% of all project costs respectively.
In August 2025, the target drilling rig completed its operations in Australia
and left the Timor Sea region.

On 17 June 2025, ANP granted a 12-month extension to the current phase
(Contract Year 3) of the PSC, which now expires on 18 June 2026.

During the first half of 2025, an engineering feasibility study was
commissioned to study the future development of Chuditch, following signature
of a Memorandum of Understanding ("MOU") on 12 December 2024 by SundaGas, the
Ministry of Petroleum and Mineral Resources and TIMOR GAP. The MOU set out the
framework for joint evaluation of a development concept for gas resources on
the Chuditch PSC, including pipeline export to the Bayu Undan field and on to
planned LNG facilities on the south coast of Timor-Leste. This work is
intended as a springboard for the Chuditch joint venture to move forward
quickly with development plans following the completion of the Chuditch-2
appraisal well.

In Q3 2025, SundaGas commenced the search for a replacement rig for a
rescheduled drilling campaign. A Request for Information ("RFI") was issued to
drilling contractors and submissions were received in September 2025.

Based on the results of the RFI evaluation, a new target rig was identified
which could be available from Q2 2026 onwards, albeit with mobilisation from a
location a considerable distance across SE Asia from the Timor Sea. Extensive
discussions followed, covering contracting, technical specifications and
regulatory matters, as SundaGas pursued a target to secure the rig by year-end
2025.  Unfortunately, at a late stage, the rig owner decided not to proceed
as the project did not pass its commercial risk thresholds. Other rigs that
had been pursued in parallel also became unavailable, having been contracted
by larger E&P operating companies for multi-well campaigns elsewhere in
the Asia-Pacific region.

In summary, SundaGas encountered significant difficulties during H2 2025 in
securing a replacement rig to come to the Timor Sea to drill a single well.
Rig operators have been disinclined to commit to a short duration drilling
campaign in a perceived remote location when they have more attractive,
longer-term contract options available.

Subsequent to the reporting period, SundaGas continued to pursue available
rigs for a rescheduled drilling campaign for Chuditch-2. Early in 2026, the
Company entered into discussions with Finder TIMOR-LESTE B.V. ("Finder")
regarding possible rig-sharing arrangements. Finder is a wholly owned
subsidiary of Finder Energy Holdings Limited (ASX:FDR) and operator of the
Kuda Tasi and Jahal ("KTJ") fields, offshore Timor-Leste. Finder is preparing
to drill at least three wells as part of its development of the KTJ fields, on
which it is planning to take a Final Investment Decision by mid-2026. On 8
April 2026, the Company announced the signature of a Letter of Intent with
Finder to work together to secure a drilling rig for the two companies'
drilling campaigns. The opportunity to share a rig with Finder means a
combined duration of operations of almost 200 days, making it a far more
attractive proposition for contractors. For both Sunda and Finder, this
collaboration is expected to provide the opportunity for significant
operational synergies and savings.

Noting that KTJ wells are expected to be drilled in 2027, and given time
required to prepare for the amended campaign, SundaGas submitted a request on
9 March 2025 on behalf of the Chuditch joint venture to ANP to extend the
current contract period of the PSC (which expires on 18 June 2026) by 12
months and ANP is currently considering that request.

In parallel to the pursuit of a new drilling rig, SundaGas continued to work
towards securing the necessary environmental permits for Chuditch-2. In March
2026, the Company was able to announce the endorsement of the EIS and EMP by
ANP's Evaluation Committee and approval by His Excellency the Minister of
Petroleum and Mineral Resources of the required Environmental Licence. This
licence is valid until 9 March 2028 and includes certain conditions,
principally around submission of a waste management plan to ANP prior to
operations and for a post-drilling environmental survey.

 

Philippines Service Contracts SC 80 and SC 81 (both Sunda 37.5% interest)

In October 2025, Sunda was awarded non-operated interests in two Petroleum
Service Contracts, namely SC 80 and SC 81 (together the "Service Contracts"),
covering offshore licence areas in the 1st Conventional Energy Bid Round of
the Bangsamoro Autonomous Region of Muslim Mindanao in the Philippines. The
successful licence awards resulted from joint applications submitted by the
bid group composed of Triangle Energy (Global) Limited (ASX: TEG), Sunda
Energy, PXP Energy Corporation (PSE: PXP) and Philodrill Corporation (PSE.OV)
in August 2024 (note Triangle Energy subsequently transferred its interests
into a new company, Tetragon Energy Limited). The fiscal terms in the
Philippines are highly attractive for upstream investment, especially for gas
in areas such as the Sulu Sea where the Service Contracts are located.

The two Service Contract blocks lie in the south-west part of the Sulu Sea,
within the Sandakan Basin, in water depths of <100m to >3000m, in an
area where key members of the Sunda team have considerable prior technical
knowledge. The area lies adjacent to the Malaysian province of Sabah, part of
the large island of Borneo shared between Malaysia, Indonesia and Brunei. The
main geological play in the Service Contracts is Upper Miocene turbidite sands
trapped in toe-thrust anticline structures and basin floor stratigraphic traps
in the deep-water areas (>800m), whilst secondary prospectivity exists in
Middle to Upper Miocene shallow water sandstones in the western shallow water
areas and in deeper Miocene carbonate reef features.

SC 80 contains two significant gas finds: Dabakan-1 (75m net pay) and
Palendag-1 wells (47m net pay), plus a minor gas discovery at Babendil-1 (39m
net pay).  The two fields have estimated combined 2C Contingent Gas Resources
of 574 Bcf(2), based on a Competent Person's Report ("CPR") produced by Mitra
Energy Inc. in 2015 (the "Mitra Energy CPR"). SC 80 has significant
exploration prospectivity, with a variety of play types identified, the most
significant being in deepwater sandstone reservoir complexes similar to those
where major discoveries are being made elsewhere around other parts of the
island of Borneo, such as the giant Gegila discovery announced in April 2026
by Eni (BIT:ENI). A key target is the Halcon prospect, a low relief,
anticlinal structure interpreted to be a basin floor turbidite fan sandstone
complex trapped against the frontal thrust of the fold-belt, with estimated
Pmean Prospective Gas Resources of 6.7 Tcf. Overall Prospective Resources in
SC 80 from the Mitra Energy CPR for five key prospects amount to 10.1 Tcf of
gas and 247 MMbbls of associated liquids(.)

SC 81 lies adjacent and to the south of SC-80 and encompasses both a slope
clastic play and a shallow water shelf play. On the slope trend in SC-81, two
wells have demonstrated the presence of hydrocarbons, but Sunda and its joint
venture partners consider these were poorly located on vintage seismic data,
missing key target areas where seismic amplitude anomalies are likely to be
indicative of hydrocarbons. Five discovered fields in the neighbouring
Malaysian waters adjacent to SC 81 illustrate the gas potential of the block.

The geological environment of the two new Service Contracts, the presence of
extensive 3D seismic data, and good calibration from a number of wells, make
this area ideal for the deployment of modern seismic imaging technologies. The
significant earlier investments made by prior operators in these data create a
great opportunity for Sunda and its joint venture partners to deploy special
processing techniques to properly delineate the gas discoveries and further
de-risk the material exploration prospectivity. If successful, this low-cost
approach should reveal high impact appraisal and exploration targets for
farmout and future drilling.

The commitment work programmes in the early stages of the 7-year exploration
term consist principally of seismic reprocessing and desktop studies, with two
optional wells in each Service Contract in the final 3 years. Commitments in
the first two-year sub-phase of the PSC for the two blocks consist of 3D and
some 2D seismic reprocessing and associated geological studies. Operator
Tetragon has commenced these Phase One activities in close collaboration with
Sunda and the other joint venture partners.

 

Peru

In April 2022, the Company requested the relinquishment of Licence Block XXI
in Peru, a legacy asset dating from an earlier, Latin-America focused
strategy. Licence Block XXI had been largely under Force Majeure for a variety
of reasons since 2017. Sunda continues to own a Peruvian subsidiary, Gold Oil
Peru S.A.C., and is working with local legal counsel regarding steps to
complete its exit from Peru.

New Business

Following its pivot to Southeast Asia in 2024, Sunda adopted a New Venture
strategy focused on the region. The Company continues to seek opportunities to
strengthen and diversify its upstream portfolio, with the goal of transforming
the Company into a robust regional operator with assets and growth options
that have the potential to create material shareholder value.

The Company has a focused approach to new business, shepherding limited
resources in capital and personnel, whilst leveraging its competitive
advantages in the Asia-Pacific region. These include an experienced team that
has extensive regional knowledge and is reputed for its high technical and
operating standards, and strong relationships with governments and industry
peers. Sunda sees quality opportunities of scale across the region and is
focused on target asset types that can be categorised as follows:

·      large, low-risk "Chuditch-type" gas exploration and appraisal
assets, which have been significantly de-risked by earlier industry
activities;

·      infrastructure or market-led opportunities, typically onshore or
in shallow waters, where resources sizes may be smaller, but with material
value and shorter timelines to monetisation;

·      production assets that are identified as accessible and
value-additive.

 

It is in the context of these themes that the Philippines' Service Contracts
were secured and, subsequent to the reporting period, the announcement on 8
April 2026 of the material conditional acquisition of a portfolio of
production assets with upside in New Zealand.

New Zealand

The announcement of the conditional acquisition of Matahio NZ is a
transformational milestone for Sunda, taking the company on a pathway to
becoming a significant production company with cashflow generation at a time
of heightened commodity prices and energy security concerns.

The acquisition brings to Sunda 100% of five production and exploration
permits located onshore in the Taranaki Basin on the west coast of New
Zealand's North Island. These comprise three petroleum mining permits (PMPs)
known as Cheal (PMP 38156), Cheal East (PMP 60291) and Sidewinder (PMP 53803),
plus one petroleum exploration permit (PEP), known as Puka (PEP 51153). A
fifth property (Supplejack, PMP 60454) is currently undergoing decommissioning
ahead of formal relinquishment. Cheal has been in production since 1995, with
Sidewinder coming online in 2011. The combined average production from these
assets in 2025 was 1,028 boepd. Oil is sold at a price that is referenced to
Brent and other regional markers, with liftings every 2-3 months.

In summary, following the successful completion of the acquisition (expected
during Q3 2026), Sunda will acquire:

·      approximately 1,000 boepd production (c. 80% oil and 20% gas);

·      material cashflow generation anticipated from existing production
and growth plans;

·      2P Reserves of 2.6 MMboe and 2C Contingent Resources of 0.5
MMboe;

·      2U Prospective Resources of 5.8 MMboe, including near-term,
low-risk drilling of the Oru exploration prospect;

·      a highly capable, experienced operating team;

·      multiple infield development and field re-start opportunities;

·      a successful pilot gas storage project and additional revenues
from third-party gas processing

Commercial terms for the acquisition of Matahio NZ were negotiated in Q4 2025
and early Q1 2026, before the significant increases in oil prices experienced
in early 2026 as a result of events in the Middle East. The effective date of
the transaction was agreed to be as 1 January 2026 thus ensuring that the
Group will benefit from these higher oil prices. Through this acquisition, the
Company is securing a portfolio of New Zealand production, development and
exploration assets that are complementary to our existing interests in
Timor-Leste and the Philippines. The Acquisition is conditional, inter alia,
on New Zealand government approval for the change of control, which is
expected to be granted around September 2026.

Consideration for the acquisition of Matahio NZ consists of a firm component,
expected to be between US$8.0 million and US$14.0 million, and a contingent
element expected to be between US$1.0 million and US$13.0 million, mostly
related to a successful outcome of planned exploration drilling at Oru. The
payment structure is phased, with the final payment date estimated to fall in
Q3 2027.

 

Corporate and Social Responsibility ("CSR")

 

Sunda is committed to being a good corporate citizen everywhere that it
operates and considers it important for our host countries, and for our
business, to contribute to the development of skills in those countries,
through an impactful CSR programme. As such, our focus is on initiatives that
bring improvements to education and the sharing of knowledge and experience.

The Company's efforts as a corporate citizen are most developed within
Timor-Leste, where the Company has been operating for the longest period. The
Company's office is staffed solely by Timorese nationals. Personnel are
provided with training, on-the-job mentoring and broad opportunities to gain
real experience in an active operating company. The Company is also embedded
within the business landscape of Timor-Leste and, where practical, prioritises
local service providers.

The Company also actively undertakes various initiatives to develop the
capabilities of the Timorese geological community, through continuing
relationships with local universities and professional organisations. During
2025, we continued to sponsor the activities of the Timor-Leste Student
Chapter of the Society of Petroleum Engineers ("SPE"), including sponsoring a
student on a developmental trip to Perth, Australia. SundaGas also was a key
founding sponsor of, and Company personnel actively participate in, the new
full Timor-Leste SPE Chapter.

During the first half of 2025, in liaison with the Ministry of Education, the
Company rebuilt a pre-school for the community in Manleuana on the south side
of Dili, the capital of Timor-Leste. Facilities at this pre-school were in
poor condition and so SundaGas, in collaboration with NGO 'Educating the
Future', engaged a local contractor to demolish the old buildings and
construct a new school. A contract was awarded in January 2025, and the new
pre-school buildings were officially opened in June 2025.

The Company will outline its corporate citizenship efforts in the Philippines
and New Zealand in due course as its presence in these areas matures. The
Company notes that in New Zealand, Matahio NZ runs an effective programme of
community support and engagement, and Sunda looks forward to continuing this
approach.

Conclusions

2025 was a year of challenge for Sunda, but also a year in which the Company
embarked on a broadening and rebalancing of its portfolio to ensure a more
robust platform for growth. Between the high impact exploration opportunities
captured in the Philippines, the material gas resources to appraise and
develop at Chuditch in Timor-Leste and, in 2026, the ongoing acquisition of an
established production business with significant upside in New Zealand, the
Company is building a platform that has considerable potential for sustained
growth and value creation.

Note of Appreciation

I extend my thanks to all who have contributed to the progress Sunda is making
corporately and in the development of its portfolio of assets. These
stakeholders include my fellow directors, shareholders, advisors and our
hard-working and dedicated teams. I also thank our various joint venture
partners and host governments for their strong collaborative approach to
developing assets in each of our operating countries. My fellow directors and
the Company's executive leadership are firmly committed to honouring the trust
placed in us by striving for operational excellence and relentlessly pursuing
long term success to the benefit of all Sunda's stakeholders.

 

 

Gerry Aherne

Non-executive Chair

29 May 2026

 

 CONSOLIDATED INCOME STATEMENT
 for the year ended 31 December 2025

                                                                 Notes     2025                                                            2024
                                                                           £'000                                                           £'000
 Revenue                                                                                                  -                                                         -
 Cost of sales                                                                                            -                                                        -

 Gross profit                                                                                             -                                                             -

 Exploration and evaluation expenditure                          3         (334)                                                           (170)
 Property, plant and equipment depreciation                      9         (33)                                                            (37)
 Peru closure costs                                                        (13)                                                            (6)
 Administration expenses                                         3         (1,929)                                                         (2,222)
 Recovery of historic costs on farm-out                                                                   -                                                        221
 Gain/(loss) on exchange                                         3         (43)                                                                                      15

 Operating loss                                                  3         (2,352)                                                         (2,199)

 Finance cost                                                    6         (505)                                                           (2)
 Finance income                                                  6         19                                                              152

 Loss on ordinary activities                                               (2,838)                                                         (2,049)

 Income tax expense                                              7                                        -                                                               -

 Loss for the year                                                         (2,838)                                                         (2,049)

 Earnings per ordinary share - continuing                        8
    Basic                                                                  (0.01p)                                                         (0.008p)
    Diluted                                                                (0.01p)                                                         (0.008p)

 

 

 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
 for the year ended 31 December 2025
                                                                                                                2025        2024
                                                                                                                £'000       £'000

 Loss for the year                                                                                              (2,838)     (2,049)

 Other comprehensive income: items which may subsequently be reclassified to
 profit and loss
 Exchange difference on translating foreign operations                                                          (442)       80

 Total comprehensive loss for the year                                                                          (3,280)     (1,969)

 Total comprehensive loss attributable to
  Owners of the parent                                                                                          (3,280)     (1,969)

 

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
 at 31 December 2025

                                                                                   Notes         2025                                                   2024
                                                                                                 £'000                                                  £'000
 Assets
 Non current assets
 Property plant and equipment                                                      9                                       56                                                     28
 Intangible fixed assets                                                           10                                7,149                                                   5,059
                                                                                                 7,205                                                  5,087

 Current assets
 Trade and other receivables                                                       12            95                                                     86
 Performance bond guarantee deposit                                                13            1,486                                                  1,596
 Cash and cash equivalents                                                         14            328                                                    3,171
                                                                                                 1,909                                                  4,853

 Total assets                                                                                    9,114                                                  9,940

 Equity and liabilities
 Capital and reserves attributable to owners of the parent
 Share capital                                                                     16            7,869                                                  6,378
 Share premium account                                                                           40,640                                                 40,242
 Share-based payment reserve                                                                     405                                                    338
 CLN warrant valuation reserve                                                                   388                                                    -
 Foreign exchange translation reserve                                                            353                                                    795
 Accumulated losses                                                                              (41,015)                                               (38,434)
 Total equity                                                                                    8,640                                                  9,319

 Current liabilities
 Trade and other payables                                                          15            433                                                    597
 Taxes payable                                                                     15            17                                                     16

                                                                                                 450                                                    613

 Non-current liabilities
 Financial liabilities                                                             15            24                                                     8

 Total equity and liabilities                                                                    9,114                                                  9,940

 The financial statements were approved and authorised for issue by the Board
 of Directors on 29 May 2026 and were signed on its behalf by:

 Director                                                                          Director
 G Aherne                                                                          A Butler

 Company number: 05098776

 

 

 COMPANY STATEMENT OF FINANCIAL POSITION
 at 31 December 2025

                                                          Notes         2025                                                        2024
                                                                        £'000                                                       £'000
 Assets
 Non current assets
 Property plant and equipment                             9             9                                                           19
 Intangible fixed assets                                  10                                      61                                                             -
 Investments                                              11            11,235                                                      8,878

                                                                        11,305                                                      8,897
 Current assets
 Trade and other receivables                              12            97                                                          58
 Cash and cash equivalents                                14            237                                                         2,379

                                                                        334                                                         2,437

 Total assets                                                           11,639                                                      11,334

 Equity and liabilities
 Capital and reserves
 Share capital                                            16            7,869                                                       6,378
 Share premium                                                          40,640                                                      40,242
 Share-based payment reserve                                            405                                                                                 338
 CLN warrant valuation reserve                                          388                                                         -
 Accumulated losses                                                     (37,956)                                                    (35,731)

 Total equity                                                           11,346                                                      11,227

 Current liabilities
 Trade and other payables                                 15            276                                                         83
 Taxes payable                                            15            17                                                          16

                                                                        293                                                         99

 Non-current liabilities
 Financial liabilities                                    15                                         -                                                          8

 Total equity and liabilities                                           11,639                                                      11,334

 As permitted by section 408 of the Companies Act 2006, the Company's income
 statement has not been included in these financial statements. The loss of the
 Company for the year was £2,482,000 (2024: loss of £1,273,000).

 The financial statements were approved and authorised for issue by the Board
 of Directors on 29 May 2026 and were signed on its behalf by:

 Director                                                 Director
 G Aherne                                                 A Butler

 Company number: 05098776

 

 

 

 CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY
 for the year ended 31 December 2025

                                                                                                                                                                                                                                                                            Share-based                                                     CLN warrant                                                     Foreign exchange
                                                                    Share                                                             Share                                                           Accumulated                                                           payment                                                         valuation                                                       translation                                                     Total
                                                                    capital                                                           premium                                                         losses                                                                reserve                                                         reserve                                                         reserve                                                         equity
 Group                                                              £'000                                                             £'000                                                           £'000                                                                 £'000                                                           £'000                                                           £'000                                                           £'000
 As at 1 January 2024                                               4,746                                                             38,881                                                          (36,406)                                                              319                                                                                          -                                  715                                                             8,255

 Issue of new shares                                                      1,632                                                           1,632                                                                        -                                                                       -                                                      -                                                                -                                                    3,264
 Share issue costs                                                            -                                                       (271)                                                                     -                                                                 -                                                                       -                                                             -                                                   (271)
 Transactions with owners                                                    1,632                                                         1,361                                                                  -                                                                  -                                                                -                                                               -                                                      2,993
 Loss for the year attributable to equity shareholders                                            -                                                                -                                  (2,049)                                                                                            -                                                               -                                                               -                                  (2,049)
 Share based payments                                                   -                                                                   -                                                                      -                                                           40                                                                        -                                                           -                                                                 40
 Share-based payment reserve released on palse of options                                         -                                                                -                                                                 21                                     (21)                                                                                         -                                                               -                                                                 -
 Foreign exchange translation adjustments                                                         -                                    .                                                                                              -                                                                  -                                                               -                                  80                                                              80
 Total comprehensive income for the period                                                        -                                                                -                                                           (2,028)                                                                  19                                                               -                                                              80                                  (1,929)
 As at 1 January 2025                                               6,378                                                             40,242                                                          (38,434)                                                              338                                                             -                                                               795                                                             9,319

 Issue of new shares                                                       710                                                               -                                                               -                                                                            -                                                 -                                                                            -                                                  710
 Conversion of convertible loan notes                                                          781                                                              467                                   -                                                                     -                                                               -                                                               -                                                               1,248
 Share issue costs                                                               -                                                    (69)                                                                            -                                                                 -                                                            -                                                              -                                                       (69)
 Transactions with owners                                                                   1,491                                                               398                                                                   -                                                                  -                                                               -                                                               -                                                         1,889
 Loss for the year attributable to equity shareholders                                            -                                                                -                                  (2,838)                                                                                            -                                                               -                                                               -                                  (2,838)
 Share based payments                                                    -                                                                        -                                                            -                                                                    324                                                              -                                                            -                                                                 324
 Share-based payment reserve released on lapse of options                                         -                                                                -                                                               257                                      (257)                                                                                        -                                                               -                                                                 -
 Value of warrants granted on conversion of Loan Notes into equity                                -                                                                -                                                                  -                                                                  -                                  388                                                                                          -                                                            388
 Foreign exchange translation adjustments                                                         -                                                                -                                                                  -                                                                  -                                                               -                                  (442)                                                           (442)
 Total comprehensive income for the period                                                        -                                                                -                                                           (2,581)                                                                  67                                                            388                                                           (442)                                   (2,568)

 As at 31 December 2025                                             7,869                                                             40,640                                                          (41,015)                                                              405                                                             388                                                             353                                                             8,640

 

 CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY
 for the year ended 31 December 2025 - continued
                                                                                                                                                                                                                                                                          Share-based                                                     CLN warrant
                                                                    Share                                                           Share                                                                 Accumulated                                                     payment                                                         valuation                                                       Total
                                                                    capital                                                         premium                                                               losses                                                          reserve                                                         reserve                                                         equity
                                                                    £'000                                                           £'000                                                                 £'000                                                           £'000                                                           £'000                                                           £'000
 Company
 As at 1 January 2024                                               4,746                                                           38,881                                                                (34,479)                                                                    319                                                                -                                                9,467

 Issue of new shares                                                1,632                                                           1,632                                                                               -                                                                   -                                                     -                                                       3,264
 Share issue costs                                                           -                                                      (271)                                                                               -                                                             -                                                               -                                                   (271)
 Transactions with owners                                           1,632                                                           1,361                                                                          -                                                                       -                                                       -                                                      2,993

 Loss for the year                                                       -                                                                      -                                                         (1,273)                                                                     -                                                         -                                                         (1,273)
 Share based payments                                                                -                                                           -                                                                    -                                                                40                                                          -                                                      40
 Share-based payment reserve released n lapse of options                          -                                                                    -                                                  21                                                              (21)                                                                  -                                                         -
 Total comprehensive income for the period                                                         -                                                                  -                                   (1,252)                                                         19                                                              -                                                               (1,233)

 As at 1 January 2025                                               6,378                                                           40,242                                                                (35,731)                                                        338                                                             -                                                               11,227

 Issue of new shares                                                710                                                                                             -                                                                    -                                                               -                                                               -                                710
 Conversion of convertible loan notes                               781                                                             467                                                                                                  -                                                               -                                                               -                                1,248
 Share issue costs                                                  -                                                               (69)                                                                                 -                                                        -                                                                 -                                                     (69)
 Transactions with owners                                           1,491                                                           398                                                                                  -                                                          -                                                                   -                                                 1,889
 Loss for the year                                                             -                                                                  -                                                       (2,482)                                                                            -                                                          -                                                 (2,482)
 Share based payments                                                    -                                                                        -                                                            -                                                                  324                                                          -                                                          324
 Share-based payment reserve released on lapse of options                                          -                                                                  -                                                             257                                   (257)                                                                                          -                                -
 Value of warrants granted on conversion of Loan Notes into equity                                 -                                -                                                                                                    -                                -                                                                                         388                                   388
 Total comprehensive income for the period                                                         -                                -                                                                     (2,225)                                                                                     67                                                            388                                   (1,770)

 As at 31 December 2025                                             7,869                                                           40,640                                                                (37,956)                                                        405                                                             388                                                             11,346

 

 Share capital is the amount subscribed for shares at nominal value.
 Share premium represents the excess of the amount subscribed for share capital
 over the nominal value of those shares net of share issue expenses.
 Accumulated losses represent the cumulative loss of the Group attributable to
 equity shareholders.
 Share-based payment reserve represents the total of amounts charged to the
 Income Statement in respect of options granted that remain outstanding at the
 period end.
 CLN warrant valuation reserve arises from the fair value of warrants granted
 on the issue of Convertible Loan Notes.
 Foreign exchange translation occurs on consolidation of the translation of the
 subsidiaries balance sheets at the closing rate of exchange and their income
 statements at the average rate.

 

  CONSOLIDATED STATEMENT OF CASH FLOWS
 for the year ended 31 December 2025

                                                                                           Notes       2025                            2024
                                                                                                       £'000                           £'000

 Operating activities                                                                                  (2,260)                         (1,677)

 Investing activities
 Return from investment                                                                                19                              152
 Performance bond guarantee deposit repaid                                                                            -                          792
 Performance bond guarantee deposit paid out                                                           -                               (1,569)
 Additions to exploration and evaluation assets                                            10          (2,343)                         (1,738)
 Part disposal of exploration and evaluation asset                                                     -                                         498
 Acquisition of tangible assets                                                                        -                               (9)
 Disposal of tangible assets                                                                           -                                             2

  Net cash (outflow) from investing activities                                                         (2,324)                         (1,872)

 Financing activities
 Net proceeds from issue of share capital                                                  16                       640                              2,993
 Net proceeds from issue of Convertible Loan Notes                                         17          1,135                           -
 Lease financing                                                                                       (34)                            (33)

  Net cash inflow from financing activities                                                            1,741                           2,960

 Net cash outflow                                                                                      (2,843)                         (589)

 Cash and cash equivalents at the beginning of the year                                    14          3,171                           3,760

 Cash and cash equivalents at the end of the year                                          14          328                             3,171

 

 

 CONSOLIDATED STATEMENT OF CASH FLOWS
 for the year ended 31 December 2025 (continued)

 Note to the Consolidated Statement of Cash Flows

                                                                                     2025                                                2024
                                                                                     £'000                                               £'000
 Operating activities
 Loss for the year                                                                   (2,838)                                             (2,049)
 Depreciation, amortisation and impairment charges                                   33                                                  37
 Share based payments                                                                                324                                                    40
 Finance income shown as an investing activity                                                      (19)                                 (152)
 Non-cash finance cost                                                                            501                                    -
 Interest on lease liability                                                                                  4                                               2
 Foreign exchange translation                                                        (77)                                                9

 Operating cash outflows before movements in working capital                         (2,072)                                             (2,113)

 (Increase)/decrease in receivables                                                  (9)                                                 5
 (Decrease)/increase in payables                                                     (179)                                               431

 Net cash outflows from operating activities                                         (2,260)                                             (1,677)

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

General Information

Sunda Energy Plc is a public limited company incorporated in England and Wales
and quoted on the AIM market of the London Stock Exchange. The address of the
registered office is disclosed on page 2. The principal activity of the Group
is described in the Strategic Report on page 10.

(1)      Significant accounting policies

            The principal accounting policies applied in the
preparation of these consolidated financial statements are set out below.
These policies have been consistently applied to all the periods presented,
unless otherwise stated.

 

Going concern basis

The Directors have prepared a cash flow forecast covering the period to 30
June 2027 which contains certain assumptions about the development and
strategy of the business. The Directors are aware of the risks and
uncertainties facing the business and the assumptions used are the Directors'
best estimate of its future development.

The Group cash flow forecast assumes that the acquisition of Matahio NZ
completes in September 2026. The Company secured a CLN of £4.25 million to
fund the acquisition. £1.25 million of the CLN has been drawn. The remaining
£3 million contains draw down restrictions, including minimum market
capitalisation of the Company and minimum trading volume. In the event that
these restrictions take effect, the investor and the Company may mutually
agree to waive the restriction(s). However, there is no guarantee that the
investor will consent. The cash flow forecast demonstrates that the New
Zealand assets are self-funding and will generate free cash flow at the
current forward oil price curve.

The Group has submitted a request on 9 March 2026 to ANP to extend the current
contract period of the PSC (which expires on 18 June 2026) to enable SundaGas
to secure a drilling rig in collaboration with Finder. In order to
substantially finance the Chuditch-2 well, the Group has been in discussions
with Timor GAP to farm out an additional material working interest in the PSC
on similar terms agreed in April 2025. Further capital required will be
sourced from Group free cash flows, equity capital, a new working capital
facility or a further farm down.

The cash flow forecast has been prepared on certain assumptions, the most
significant of which are the acquisition of Matahio NZ will complete, the full
drawdown of the CLN, a working capital facility will be entered into with
respect to the New Zealand assets and the farmin with TIMOR GAP will conclude
and further funding required to drill the Chuditch-2 will be secured.  On the
basis of the assumptions made in the cash flow forecast, the Group will have
sufficient funds to pay its share of drilling costs of Chuditch -2 as well as
operational overheads of the Group for the period to 30 June 2027.

The Directors are confident of their ability to raise additional funds through
new placing of shares or through other means, however there is no certainty
that such fundraising will be successful.  Similarly, if certain assumptions
made in the forecast are not achieved then additional funds may be required.
The Directors are confident that any cash shortfall can be met through the
actions described above.

These conditions indicate that there is a material uncertainty which may cast
significant doubt over the Group and Company's ability to continue as a going
concern.

After considering the forecasts and the risks, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. For these reasons, they continue to
adopt the going concern basis of accounting in preparing the annual financial
statements. The financial statements do not include any adjustments that would
result if the Group was unable to continue as a going concern.

 

            Basis of preparation

The group financial statements have been prepared in accordance with UK
adopted International Accounting Standards and IFRIC interpretations issued by
the International Accounting Standards Board (IASB) and with those parts of
the Companies Act 2006 applicable to companies reporting under IFRS. The group
financial statements have been prepared under the historical cost convention
modified in respect of the presentation of certain financial assets at fair
value. The principal accounting policies adopted are set out below.

The separate financial statements of the Company are presented in accordance
with Financial Reporting Standard 101 - "Reduced Disclosure Framework" and the
Companies Act 2006. They have been prepared under the historical cost
convention, modified in respect of the revaluation of certain financial assets
at fair value.

The financial statements are presented in Pounds Sterling and have been
rounded to the nearest thousand (£'000).

 

FRS 101 Disclosure exemptions adopted

In preparing these financial statements, the Company has taken advantage of
certain exemptions available under FRS 101. Therefore the Company financial
statements have taken exemption from:

→ The requirements of IFRS 7 Financial Instruments: Disclosures, as
equivalent disclosures are included in the consolidated financial statements
of the Group in which the entity is consolidated.

→ The requirements of paragraphs 10(d) and 111 (statement of cash flows),
134 to 136 (managing capital), and 16 (statement of compliance with IFRS) of
IAS 1 Presentation of Financial Statements.

→ The requirements of IAS 7 Statement of Cash Flows and related notes.

→ The requirements of paragraph 17 of IAS 24 Related Party Disclosures.

→ The requirements in IAS 24 Related Party Disclosures to disclose related
party transactions entered into between two or more members of a group,
provided that any subsidiary which is a party to the transaction is wholly
owned by such a member.

Changes in accounting policies and disclosures

 

Adoption of new and revised standards

a)    The impact of new IFRSs adopted during the year

During the year the Group adopted the following IFRS amendments and standards
which were effective for the first time in periods commencing on or after 1
January 2025:

·      IAS 21 The Effects of Changes in Foreign Exchange Rates
(Amendments) - Lack of exchangeability (1 January 2025)

The above was considered not to have a material impact.

 

b)    New standards, interpretations and amendments not yet effective

The following IFRSs and amendments have been issued by the IASB but are not
effective until a future period, with timing expected to be from periods
commencing with the date indicated.

·      Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 Financial Instruments) (1 January 2026)

·      Annual Improvements to IFRS Volume 11 (Amendments to IFRS 1
First-Time Adoption of IFRS; IFRS 7 Financial Instruments Disclosures; IFRS 9
Financial Instruments; IFRS 10 Consolidated Financial Statements and IAS 7
Statement of Cash Flows) (1 January 2026)

·      Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1,
IAS 36 and IAS 37 - Disclosures about Uncertainties in the Financial
Statements (1 January 2027)*

·      IFRS 18 Presentation and Disclosure in Financial Statements (1
January 2027)

·      IFRS 19 Subsidiaries without Public Accountability: Disclosures
(1 January 2027) *

*Not yet endorsed by the UK Endorsement Board.

 

The Board are currently assessing the impact of these new amendments on the
Group's financial reporting for future periods.  However, the Board does not
expect any of the above to have a material impact on future reporting except
for IFRS 18 which is expected to result in changes in the presentation of
certain primary financial statements.

 

Basis of consolidation

The consolidated financial statements include the financial statements of the
Company and its subsidiaries using the acquisition method of accounting.

Subsidiaries

Subsidiaries are all entities over which Sunda Energy Plc is exposed, or has
rights to, variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee. The
existence and effect of potential voting rights that are currently exercisable
or convertible are considered when assessing whether the Group controls
another entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Company. They are de-consolidated from the date
that control ceases.

Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated
but considered an impairment indicator of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.

                Impairment of non-financial assets

At each statement of financial position date, the Group reviews the carrying
amounts of its tangible and intangible 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 the asset does
not generate cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash-generating unit to which the
asset belongs. An intangible asset with an indefinite useful life is tested
for impairment annually and whenever there is an indication that the asset may
be impaired.

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 its carrying amount, the carrying amount of the asset
(cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised as an expense immediately, unless the relevant asset is
carried at a re-valued 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 (cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so 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 (cash-generating unit) in prior periods. A
reversal of an impairment loss is recognised as income immediately, 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.

 

Intangible Assets

Oil and gas assets: exploration and evaluation

The Group has continued to apply the 'successful efforts' method of accounting
for Exploration and Evaluation ("E&E") costs, having regard to the
requirements of IFRS 6 'Exploration for the Evaluation of Mineral Resources'.

The successful efforts method means that only the costs which relate directly
to the discovery and development of specific oil and gas reserves are
capitalised. Such costs may include costs of licence acquisition, technical
services and studies, seismic acquisition; exploration drilling and testing;
and where appropriate salary and related costs of directors and employees, but
do not include costs incurred prior to having obtained the legal rights to
explore the area. Under successful efforts accounting, exploration expenditure
which is general in nature is charged directly to the income statement and
that which relates to unsuccessful drilling operations, though initially
capitalised pending determination, is subsequently written off. Only costs
which relate directly to the discovery and development of specific commercial
oil and gas reserves will remain capitalised and to be depreciated over the
lives of these reserves. The success or failure of each exploration effort
will be judged on a well-by-well basis as each potentially hydrocarbon-bearing
structure is identified and tested. Exploration and evaluation costs are
capitalised within intangible assets. Costs incurred prior to obtaining legal
rights to explore are expensed immediately to the income statement.

All lease and licence acquisition costs, geological and geophysical costs and
other direct costs of exploration, evaluation and development are capitalised
as intangible or property, plant and equipment according to their nature.
Intangible assets comprise costs relating to the exploration and evaluation of
properties which the Directors consider to be unevaluated until reserves are
appraised as commercial, at which time they are transferred to tangible assets
as 'Developed oil and gas assets' following an impairment review and
depreciated accordingly. Where properties are appraised to have no commercial
value, the associated costs are treated as an impairment loss in the period in
which the determination is made.

Costs are amortised on a field-by-field unit of production method based on
commercial proven and probable reserves, or to the expiry of the licence,
whichever is earlier.

The calculation of the 'unit of production' amortisation takes account of the
estimated future development costs and is based on the current period and
un-escalated price levels. Changes in reserves and cost estimates are
recognised prospectively.

E&E costs are not amortised prior to the conclusion of appraisal
activities.

 

Accounting for farm-outs

During the preceding period, the Group completed a farm-out transaction of its
main exploration asset which resulted in the receipt of funds in respect of
back costs, and also contributions to future costs by the farminee. The back
costs received in respect of amounts previously capitalised as an exploration
asset were credited to the carrying value of the asset on a no gain, no loss
basis. Those back costs attributable to administration costs previously
expensed are shown as a gain in the Income Statement. Post farm-out cost
recoveries from the farminee are be offset against the relevant costs charged
to the exploration asset and administration costs as appropriate.

 

Investments in subsidiaries

Investments are stated at cost less provision for any impairment in value.

 

Financial instruments

Non-derivative financial instruments comprise investments in equity and debt
securities, trade and other receivables, cash and cash equivalents, loans and
borrowings, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value
plus, for instruments not at fair value through profit or loss, any directly
attributable transactions costs, except as described below. Subsequent to
initial recognition, non-derivative financial instruments are measured as
described below.

A financial instrument is recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised if
the Group's contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial assets to another party without
retaining control or substantially all risks and rewards of the asset. Regular
purchases and sales of financial assets are accounted for at trade date, i.e.
the date that the Group commits itself to purchase or sell the asset.
Financial liabilities are derecognised if the Group's obligations specified in
the contract expire or are discharged or cancelled.

 

Trade and other receivables

            Trade receivables are recognised initially at fair
value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment. A provision for impairment is
established when there is objective evidence that the Group will not be able
to collect all amounts due according to the original terms of the receivables.
Significant financial difficulties of the debtor, probability that the debtor
will enter bankruptcy or financial reorganisation, and default or delinquency
in payments are considered indicators that the trade receivable is impaired.

 

Performance bond and bank guarantee deposits

From time to time, the Group provides performance guarantees in respect of
contractual work commitments which are secured by bank guarantees backed by
cash deposits. As these funds are not available for use by the Group, they are
presented as a separate financial asset.  The presentation as current or
non-current is based on the Group's assessment of the expected realisation
date as at the reporting date.

 

 

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with
banks, other short-term highly liquid investments with original maturities of
three months or less.

 

                             Taxation

Income tax

Income tax expense represents the sum of the tax currently payable and
deferred tax.

The tax currently payable is based on taxable profit or loss for the year.
Taxable profit or loss differs from profit or loss as reported in the same
income statement because it excludes items of income or expense that are
taxable or deductible in other periods 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 statement of financial position date.

Deferred tax

Deferred tax is recognised 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 generally 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 (other than in
a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax is reviewed at each statement of financial
position 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 realised.  Deferred tax is
charged or credited to income statement, 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 there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.

 
Trade and other payables

Trade payables are not interest bearing and are stated at their nominal value.
Trade and other payables are initially recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method
unless the effect of discounting would be immaterial, in which case they are
stated at cost.

 

Convertible loan notes

Convertible loan notes issued by the Group are assessed in their entirety at
the date of issue to determine whether they contain both liability and equity
components.

On initial recognition, the consideration received is allocated to the
individual components of the instrument based on their relative fair values.
Where the aggregate fair value of the separately identifiable components
exceeds the proceeds received, the difference is recognised immediately in
profit or loss as a day‑one finance cost.

The liability component, where it gives rise to contractual cash flows that
represent solely payments of principal and interest on the principal amount
outstanding, is measured initially at fair value. This is determined by
discounting the contractual cash flows using the market rate of interest
applicable to a comparable instrument without a conversion feature. The
liability component is subsequently measured at amortised cost using the
effective interest method.

Where the conversion feature or any associated warrants fail the
fixed‑for‑fixed equity criterion, and the terms of such warrants are not
fixed at the date of issue, these are recognised as derivative financial
liabilities at fair value through profit or loss.

Warrants that are contingently issuable upon conversion of the loan notes, and
whose exercise price or number of shares is not fixed at initial recognition,
are measured at fair value on issue and at each reporting date. Upon
conversion of the loan notes and issuance of warrants with fixed exercise
terms, the derivative liability is derecognised and reclassified to equity and
not subsequently remeasured.

Fair values

The carrying amounts of the financial assets and liabilities such as cash and
cash equivalents, receivables and payables of the Group at the statement of
financial position date approximated their fair values, due to the relatively
short-term nature of these financial instruments.

 

Share-based compensation

The fair value of the employee and suppliers' services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

The fair value of share-based payments recognised in the income statement is
measured by use of the Black Scholes model, which takes into account
conditions attached to the vesting and exercise of the equity instruments. The
expected life used in the model is adjusted based on management's best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The share price volatility percentage factor used
in the calculation is based on management's best estimate of future share
price behaviour and is selected based on past experience, future expectations
and benchmarked against peer companies in the industry.

 

Equity instruments

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from proceeds.

Lease accounting

 At the commencement date, the Group measures the lease liability at the
 present value of the lease payments unpaid at that date, discounted using the
 interest rate implicit in the lease if that rate is readily available or the
 Group's incremental borrowing rate.

 Lease payments included in the measurement of the lease liability are made up
 of fixed payments (including in substance fixed), variable payments based on
 an index or rate, amounts expected to be payable under a residual value
 guarantee and payments arising from options reasonably certain to be
 exercised.

 Subsequent to initial measurement, the liability will be reduced for payments
 made and increased for interest. It is remeasured to reflect any reassessment
 or modification, or if there are changes in in-substance fixed payments.

 When the lease liability is remeasured, the corresponding adjustment is
 reflected in the right-of-use asset, or profit and loss if the right-of-use
 asset is already reduced to zero.

 Interest payable and similar charges include interest payable, finance
 charges on shares classified as liabilities and finance leases recognised in
 profit or loss using the effective interest method, unwinding of the discount
 on provisions, and net foreign exchange losses that are recognised in the
 profit and loss account.

 On the statement of financial position, lease liabilities have been included
 in current and non-current liabilities.

 

Foreign currencies

i)                  Functional and presentation currency

Items included in the financial statements of the Group are measured using the
currency of the primary economic environment in which the entity operates (the
functional currency), which is Pounds Sterling (£). The financial statements
are presented in Pounds Sterling (£), which is the Group's presentation
currency.

ii)                 Transactions and balances

Foreign currency transactions are translated into the presentational currency
using exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at period-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement.

iii)                Group companies

The results and financial position of all Group entities (none of which has
the currency of a hyper-inflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:

(a)                 assets and liabilities for each statement
of financial position presented are translated at the closing rate at the date
of that statement of financial position;

(b)                 income and expenses for each income
statement are translated at average exchange rates (unless this average is not
a reasonable approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are translated at the
rate on the dates of the transactions); and

(c)                 all resulting exchange differences are
recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net
investment in foreign operations, and of borrowings and other currency
instruments designated as hedges of such investments, are taken to
shareholders' equity. When a foreign operation is partially disposed of or
sold, exchange differences that were recorded in equity are recognised in the
income statement as part of the gain or loss on sale.

 

Management of capital

The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due. To achieve this aim, it
seeks to raise new equity finance and debt sufficient to meet the next phase
of exploration and where relevant development expenditure.

The Board receives cash flow projections on a regular basis as well as
information on cash balances. The Board will not commit to material
expenditure in respect of its ongoing appraisal work prior to being satisfied
that sufficient funding is available to the Group to finance the planned
programmes.

Dividends cannot be issued until there are sufficient reserves available.

 

Critical accounting judgements and key sources of estimation uncertainty

 

The preparation of the consolidated financial statements requires management
to make estimates and assumptions concerning the future that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. The
resulting accounting estimates will, by definition, differ from the related
actual results.

Carrying value of intangible exploration and evaluation assets

Valuation of oil and gas properties: judgements regarding timing of regulatory
approval, the general economic environment, and the ability to finance future
activities has an impact on the impairment analysis of intangible exploration
and evaluation assets. All these factors may impact the viability of future
commercial production from unproved properties and therefore may be a need to
recognise an impairment. The timing of an impairment review and the judgement
of when there could be a significant change affecting the carrying value of
the intangible exploration and evaluation asset is a critical accounting
judgement in itself.

The Board also assesses potential impairment of the Company's net investment
in subsidiaries by reference to the same judgements around the circumstances
of the Group's oil and gas exploration projects.  At year end the Group's
exploration assets which the board reviewed for impairment were carried at
£7.1m and the Company's net investment in subsidiaries was held at £11.2m.
As a result, in accordance with IAS36, an impairment assessment was carried
out in relation to the Company's net investment in subsidiaries carrying value
by reference to the fair value of the main underlying asset, the Chuditch
field. The directors determined that the fair value equates to the estimated
economic value shown in the Company's modelling which far exceeds the carrying
value and, as a result, there is no requirement for impairment.  Further
details are given in Notes 10 and 11 respectively.

 

Commercial reserves estimates

 

Oil and gas reserve estimates: estimation of recoverable reserves include
assumptions regarding commodity prices, exchange rates, discount rates,
production and transportation costs all of which impact future cashflows. It
also requires the interpretation of complex geological and geophysical models
in order to make an assessment of the size, shape, depth and quality of
reservoirs and their anticipated recoveries. The economic, geological and
technical factors used to estimate reserves may change from period to period.
Changes in estimated reserves can impact developed and undeveloped property
carrying values, asset retirement costs and the recognition of income tax
assets, due to changes in expected future cash flows.

 

 2. Segmental information

 In the opinion of the Directors the Group has one class of business, being the
 exploration, appraisal and early development of oil and gas assets, and other
 related activities.

 The Group's primary reporting format is determined to be the geographical
 segment according to the location of the oil and gas asset. There are
 currently three geographic reporting segments: South East Asia where
 production, development and exploration activity is being assessed, South
 America, which has previously been involved in production, development and
 exploration activity but is now being phased out, and the United Kingdom being
 the head office.

 Exploration and appraisal year ended 31 December 2025
                                                         United                                                          South                                                                 South East
                                                         Kingdom                                                         America                                                               Asia                                                            Total
                                                         £'000                                                           £'000                                                                 £'000                                                           £'000
 Revenue                                                                  -                                                                    -                                                             -                                                                 -
 Cost of sales                                                               -                                                            -                                                               -                                                                       -

 Gross profit                                                                 -                                                                -                                                             -                                                                  -

 Exploration and evaluation expenditure                  -                                                                                    -                                                (334)                                                           (334)
 Property, plant and equipment depreciation              (9)                                                                                -                                                  (24)                                                            (33)
 Peru closure costs                                                           -                                          (13)                                                                                    -                                             (13)
 Administration expenses                                 (1,492)                                                         (1)                                                                   (436)                                                           (1,929)
 Gain on exchange                                        (39)                                                                                  -                                               (4)                                                             (43)

 Loss before interest and taxation                       (1,540)                                                         (14)                                                                  (798)                                                           (2,352)

 Finance cost                                            (501)                                                                             -                                                   (4)                                                             (505)
 Finance income                                          19                                                                             -                                                                        -                                             19

 Loss on ordinary activities                             (2,022)                                                         (14)                                                                  (802)                                                           (2,838)
 Income tax expense                                                                     -                                                                  -                                                                  -                                                             -

 Loss after taxation                                     (2,022)                                                         (14)                                                                  (802)                                                           (2,838)

 Assets and liabilities
 Segment assets                                          91                                                                                 -                                                  8,695                                                                     8,786
 Cash and cash equivalents                               238                                                                                  -                                                              90                                                            328

 Total assets                                            329                                                                                  -                                                       8,785                                                              9,114

 Segment liabilities                                     276                                                                              1                                                    180                                                                  457
 Current tax liabilities                                                17                                                              -                                                                    -                                                                 17

 Total liabilities                                       293                                                                                 1                                                      180                                                                    474

 Other segment items
 Capital expenditure                                     -                                                                                  -                                                             2,405                                                            2,405
 Depreciation, amortisation and impairment charges       9                                                                                                 -                                                               24                                  33

 

 

 2. Segmental information (continued)

 Exploration and appraisal year ended 31 December 2024
                                                                            United                                                          South                                                                 South East
                                                                            Kingdom                                                         America                                                               Asia                                                            Total
                                                                            £'000                                                           £'000                                                                 £'000                                                           £'000
 Revenue                                                                                                   -                                                                  -                                                                  -                                                               -
 Cost of sales                                                                                             -                                                                  -                                                                  -                                                               -

 Gross profit                                                                                              -                                                                  -                                                                  -                                                               -

 Exploration and evaluation expenditure                                     (45)                                                            -                                                                     (125)                                                           (170)
 Property, plant and equipment depreciation                                 (10)                                                            -                                                                     (27)                                                            (37)
 Peru closure costs                                                         -                                                               (6)                                                                                -                                                  (6)
 Recovery of historic costs on farm-out                                     -                                                               -                                                                                  221                                                221
 Administration expenses                                                    (1,476)                                                         (3)                                                                   (743)                                                           (2,222)
 Loss on exchange                                                           17                                                                                 -                                                  (2)                                                             15

 Loss before interest and taxation                                          (1,514)                                                         (9)                                                                   (676)                                                           (2,199)

 Finance costs                                                              (1)                                                                              -                                                    (1)                                                             (2)
 Finance income                                                             149                                                                            3                                                                      -                                               152

 Loss on ordinary activities                                                (1,366)                                                         (6)                                                                   (677)                                                           (2,049)
 Income tax expense                                                                                        -                                                                  -                                                                  -                                                             -

 Loss after taxation                                                        (1,366)                                                         (6)                                                                   (677)                                                           (2,049)

 Assets and liabilities
 Segment assets                                                             77                                                                         -                                                             6,692                                                        6,769
 Cash and cash equivalents                                                  2,379                                                           -                                                                                  792                                                3,171

 Total assets                                                               2,456                                                           -                                                                                7,484                                                9,940

 Segment liabilities                                                        84                                                                                1                                                              520                                                  605
 Current tax liabilities                                                               16                                                                -                                                                    -                                                   16

 Total liabilities                                                          100                                                             1                                                                                   520                                               621

 Other segment items
 Capital expenditure                                                                     22                                                                   -                                                        1,742                                                      1,764
 Depreciation, amortisation and impairment charges                                       10                                                                 -                                                                  27                                                 37

 

 

 3. Operating loss                                                                       2025                                      2024
                                                                                         £'000                                     £'000
 The operating loss is stated after charging:

 Auditor's remuneration
   Audit of group and company financial statements - current year                        40                                        38
   Audit of group and company financial statements - prior year                          11                                                               6
   Non-audit services: Tax compliance                                                    7                                         5
   Non-audit services: Other assurance services                                          3                                         2
 Exploration and appraisal expenditure                                                                 334                                     170
 Depreciation of property, plant and equipment                                                         33                                            37
 Loss/(gain) on exchange                                                                 43                                        (15)

 The analysis of development and administrative expenses in the consolidated
 income statement by nature of expense is:
                                                                                         2025                                      2024
                                                                                         £'000                                     £'000
 Employee benefit expense                                                                1,051                                     1,001
 Share based payments                                                                                       324                                      40
 Exploration and appraisal expenditure                                                   334                                                     170
 Depreciation, amortisation and impairment charges                                       33                                        37
 Legal and professional fees                                                             694                                       911
 Recovery of historic costs on farm-out                                                                  -                         (221)
 Peru closure costs                                                                      13                                                             6
 Loss/(gain) on exchange                                                                 43                                        (15)
 Other expenses/(expenses recovered)                                                     (140)                                     270

                                                                                         2,352                                     2,199

 

 4. Staff numbers and cost
 The average number of persons employed by the Group (including directors)
 during the year, analysed by category, were as follows:
                                                                          2025                                                                2024
                                                                          Group                           Company                             Group                                   Company
                                                                          Number                          Number                              Number                                  Number

 Directors                                                                5                               5                                   5                                       5
 Technical and production                                                 1                                                -                                     4                                   -
 Administration                                                           5                               1                                                     3                     1
 Total                                                                    11                              6                                   12                                      6

 The aggregate payroll costs of these persons were as follows:            £'000                           £'000                               £'000                                   £'000
 Wages and salaries                                                                 283                                  65                   327                                     61
 Directors' fees, salaries and benefits                                   710                             710                                 297                                     297
 Share based payments                                                               324                              324                              40                                            40
 Severance payments                                                                      -                                 -                           299                                       299
 Social security costs                                                    58                              46                                  84                                      70
 Total                                                                    1,375                           1145                                1047                                    767

 

 

 5. Directors' remuneration                                         2025                                            2024
                                                                    £'000                                           £'000

 Directors' remuneration                                            710                                             297
 Compensation for loss of office                                                          -                                       299
 Share based payments                                               241                                                               30
 Total                                                              951                                             626

 Management fees paid to an entity in which a director is a shareholder are
 disclosed in note 24 on page 71.

 No directors benefitted from pension contributions in 2025 or 2024.

 Highest paid director emoluments and other benefits are as listed below.
                                                                    2025                                            2024
                                                                    £'000                                           £'000
 Remuneration and benefits                                          327                                             59
 Compensation for loss of office                                                       -                                           278
 Share based payments                                               141                                                              30
 Total                                                              468                                             367

 Total remuneration in respect of key management personnel was as follows.
                                                                    2025                                            2024
                                                                    £'000                                           £'000
 Short-term benefits                                                710                                             401
 Termination benefits                                                                      -                                        317
 Share-based payments                                               241                                                            40
 Total                                                              951                                                                    758

 6. Finance income and expenses                                     2025                                            2024
                                                                    £'000                                           £'000
 Bank and other interest received                                   19                                              152
 Interest on lease liability                                        (4)                                             (6)
 Finance costs in respect of convertible loan notes *               (501)                                           -
 Total                                                              (486)                                                             146

*  see note 17 on page 63.

 

 7. Income tax expense                                                                                   2025                                                            2024
                                                                                                         £'000                                                           £'000
 The tax charge on the loss on ordinary activities was:

 UK Corporation Tax - current                                                                                                 -                                                               -
 Foreign taxation                                                                                                              -                                                       -

                                                                                                                           -                                                               -

 The total charge for the year can be reconciled to the accounting result as
 follows:
                                                                                                         2025                                                            2024
                                                                                                         £'000                                                           £'000
 Loss before tax
 Continuing operations                                                                                   (2,838)                                                         (1,712)

 Tax at blended group rate of 27.4% (2024: 26.9%)                                                        (776)                                                           (478)

 Effects of:
 Expenses not subject to tax                                                                             48                                                              127
 Movement on capital allowances                                                                          22                                                              (91)
 Increase in tax losses                                                                                  706                                                             442

 Tax expense                                                                                                                            -                                                               -

 At 31 December 2025, the Group had estimated tax losses of £46,415,000 (2024
 - £42,844,000) to carry forward against future profits. The potential
 deferred tax asset on these tax losses at a blended group rate of 29.4% of
 £13,625,000 (2024: at 29.5%, £12,626,000) has not been recognised due to
 uncertainty over the timing and existence of future taxable profits.  The
 current tax reconciliation has been prepared using a blended rate of 27.4%
 (2024: 26.9%) based on prevailing headline taxation rates as applied to the
 group's taxable entities in the year.  The rate assessed for the unrecognised
 deferred tax asset reflects management's best estimate of the applicable rates
 which would apply to oil and gas revenues in the group's respective countries
 of operation.

 8. Earnings per share
                                                                                                         2025                                                            2024
 Loss per ordinary share
 - Basic                                                                                                 (0.010p)                                                        (0.008p)
 - Diluted                                                                                               (0.010p)                                                        (0.008p)

 Earnings per ordinary share is based on the Group's loss attributable to
 owners of the parent for the year of £2,838,000 (2024: £2,049,000).
 The weighted average number of shares used in the calculation is the weighted
 average ordinary shares in issue during the year of 27,953,636,223 (2024:
 24,440,616,024).

 Due to the Group's results, the diluted earnings per share was deemed to be
 the same as the basic earnings per share for that year.

 

 

 9. Property, plant and equipment
                                                  Equipment and                                           Right of use
                                                  machinery                                               assets                                        Total
                                                  £'000                                                   £'000                                         £'000
 Group
 Cost
 At 1 January 2024                                19                                                      104                                           123
 Foreign exchange translation adjustment          -                                                       1                                             1
 Additions                                                                   9                                              17                          26
 Disposals                                        (3)                                                                         -                         (3)

 At 1 January 2025                                25                                                                        122                         147
 Foreign exchange translation adjustment          (2)                                                     (4)                                           (6)
 Additions                                                                -                                                 62                                                62

 At 31 December 2025                              23                                                      180                                           203

 Depreciation
 At 1 January 2024                                11                                                                   71                               82
 Foreign exchange translation adjustment                              -                                   1                                             1
 Charge for the period                                                 7                                                   30                                             37
 Disposals                                        (1)                                                                         -                         (1)

 At 1 January 2025                                17                                                                        102                         119
 Foreign exchange translation adjustment          (1)                                                     (4)                                           (5)
 Charge for the period                                                4                                                 29                              33

 At 31 December 2025                              20                                                      127                                           147

 Net book value
 At 31 December 2025                              3                                                                     53                                               56

 At 31 December 2024                                                   8                                                   20                                            28

 Included in the above line items are Right of Use assets of £53,000 (2024:
 £20,000) in respect of a motor vehicle and an office lease.

 

 9. Property, plant and equipment (continued)
                                                         Equipment and                                         Right of use
                                                         machinery                                             assets                                      Total
                                                         £'000                                                 £'000                                       £'000
 Company
 Cost
 At 1 January 2024                                                                 1                                          45                                             46
 Additions                                                                   5                                                 17                                                22
 Disposals                                               (3)                                                                        -                      (3)

 At 1 January and 31 December 2025                                                 3                                             62                                          65

 Depreciation
 At 1 January 2024                                                             -                                              37                                          37
 Charge for the period                                                     1                                                    9                                            10
 Disposals                                               (1)                                                                     -                         (1)

 At 1 January 2025                                                             -                               46                                          46
 Charge for the period                                                      2                                                   8                                             10

 At 31 December 2025                                                            2                                                54                                         56

 Net book value
 At 31 December 2025                                     1                                                                       8                                            9

 At 31 December 2024                                                       3                                                16                                                19

 Included in the above line items are Right of Use assets of £8,000 (2024:
 £16,000) in respect of a motor vehicle.

 

 

 10. Intangible fixed assets                            Exploration
                                                        and evaluation
                                                        assets                                                          Total
                                                        £'000                                                           £'000
 Group
 Cost
 At 1 January 2024                                      3,968                                                           3,968
 Foreign exchange translation adjustment                38                                                              38
 Additions                                              1,738                                                           1,738
 Disposals                                              (685)                                                                               (685)
 At 1 January 2025                                      5,059                                                           5,059
 Foreign exchange translation adjustment                (253)                                                           (253)
 Additions                                              2,343                                                           2,343
 At 31 December 2025                                    7,149                                                           7,149

 Impairment
 At 1 January 2024                                                           187                                                                  187
 Disposals                                              (187)                                                                              (187)
 At 1 January and 31 December 2025                                                     -                                                               -

 Net book value
 At 31 December 2025                                    7,149                                                           7,149

 At 31 December 2024                                    5,059                                                           5,059

 

 10. Intangible fixed assets (continued)                                Exploration
                                                                        and evaluation
                                                                        assets                                                Total
                                                                        £'000                                                 £'000
 Company
 Cost
 At 1 January 2024                                                      187                                                   187
 Disposals                                                               (187)                                                 (187)
 At 1 January 2025                                                                              -                                                       -
 Expenditure                                                                                 61                                                 61
 At 31 December 2025                                                                   61                                                        53

 Impairment
 At 1 January 2024                                                                 187                                                        187
 Disposals                                                              (187)                                                 (187)
 At 1 January and 31 December 2025                                                                -                                                      -

 Net book value
 At 31 December 2025                                                                       61                                                    61

 At 31 December 2024                                                                         -                                                      -

 

 

 Exploration and evaluation assets represent amounts capitalised in progressing
 the Group's interest in licences for the exploration of oil and gas in the UK,
 Timor-Leste and the Philippines. On 8 February 2024, the Company's
 wholly-owned subsidiary, SundaGas Banda Unipessoal, Lda., farmed out 20% of
 its interest in the Chuditch PSC. The interests in the Philippines are held
 directly by the parent company.
 The Directors have performed an assessment of impairment as at the balance
 sheet date in respect of exploration and evaluation assets, taking account of
 the facts and circumstances which existed at that date. Impairment reviews
 were performed at the Operating Segment level.
 The Directors' impairment judgement of the Chuditch exploration asset took
 account of a range of factors including the good standing of the PSC, the
 Board's expectation of the Group's ability to fulfil the obligations of Year 3
 of the PSC, the expectations of access to funding to drill an appraisal well
 and the Board's analysis of the potential gas reserves.  The assessment of
 potential reserves involved review of CPR work performed by external
 consultants as well as the Group's internal analysis.  The Board also
 considered the wider economics of a potential export of gas and the potential
 value of cash flows attributable to the Group's interest in the asset.

In the case of the Philippines, evaluation work on licences SC80 and SC81 are
 at an early stage and expenditure to date is of relatively low value.

The Board concluded that no impairment indicators existed as the reporting
 date (2024: nil).

 

 

 11. Investments
                                                                Loans to                                            Equity investment
                                                                group                                               in group
                                                                undertakings                                        undertakings                                                    Total
                                                                £'000                                               £'000                                                           £'000
 Company
 Cost
 At 1 January 2024                                              4,665                                               7,548                                                           12,213
 Exchange rate adjustment                                       116                                                                          -                                      116
 Additions                                                                               -                                                 7                                                               7
 Net loan movements                                             2,905                                                                      -                                        2,905
 At 1 January 2025                                              7,686                                               7,555                                                           15,241
 Exchange rate adjustment                                       (561)                                                                      -                                        (561)
 Additions                                                                             -                                             593                                                               593
 Net loan movements                                             2,903                                                                     -                                                        2,903
 Disposals                                                      (593)                                                                            -                                  (593)
 At 31 December 2025                                            9,435                                               8,148                                                           17,583

 Impairment
 At 1 January 2024                                              904                                                 5,444                                                           6,348
 Charge/(release) for the year                                  15                                                                                                                  15
 At 1 January 2025                                              919                                                 5,444                                                           6,363
 Charge/(release) for the year                                  (615)                                                                    600                                        (15)
 At 31 December 2025                                            304                                                 6,044                                                           6,348

 Carrying value
 At 31 December 2025                                                                9,131                                             2,104                                         11,235

 At 31 December 2024                                                               6,767                                           2,111                                            8,878

 The company makes loans to its subsidiary operations as part of its
 longer-term strategy of undertaking exploration activities.  Whilst the loans
 are made on informal terms, the Board considers that such loans form part of
 the company's net investment in its subsidiaries and therefore are presented
 within investments and treated as non-current.  No interest is charged on
 intercompany loans.

 The Company carried out an impairment assessment on the investment of
 £11,235,000 in SundaGas (Timor-Leste Sahul) Pte. Ltd. In accordance with
 IAS36. The directors determined that there was no requirement for impairment.
 See also page 50.

 The company has made a 100% provision on the investment in Gold Oil Peru
 S.A.C. of £6,348,000 (2024: £6,363,000).

 

 

 11. Investments continued

 The Company's subsidiary undertakings at the year end were as follows:
 Subsidiary/controlled entity                                                                          Place of incorporation and operation  Proportion of ownership interest  Proportion of voting power held  Nature of business
                                                                                                                                             %                                 %

 Sunda Energy Ventures Pte. Ltd. *                                                                     Singapore                             100                               100                              Exploration and appraisal of oil and gas

8 Chang Charn Road
 #02-01

Link (Thim) Building
 Singapore 159637

 SundaGas (Timor-Leste Sahul) Pte. Ltd.                                                                Singapore                             100                               100                              Exploration and appraisal of oil and gas

8 Chang Charn Road
 #02-01

Link (Thim) Building
 Singapore 159637

 SundaGas Banda Unipessoal, Lda **                                                                     Timor-Leste                           100                               100                              Exploration and appraisal of oil and gas

Timor Plaza Pisso 3. #337
 Av. President Nicolau Lobato
 20 de Setembro, Bebonuk, Dom Aleixo
 Dili, Timor-Leste

 Gold Oil Peru S.A.C                                                                                   Peru                                  100                               100                              Exploration and appraisal of oil and gas

Jr. General Julian Arias Araguez 250
 Miraflores, Lima-18,
 Peru
 All shareholdings are in ordinary, voting shares.
 * Incorporated on 20 September 2024
 ** A direct subsidiary of SundaGas (Timor-Leste Sahul) Pte. Ltd.

 

 

 12. Trade and other receivables                        2025                                                                   2024
                                                        Group                             Company                              Group                                     Company
                                                        £'000                             £'000                                £'000                                     £'000

 Amounts owed by subsidiary undertakings                                -                                  15                                      -                                    -
 Other receivables                                      22                                23                                   20                                        20
 Prepayments                                            73                                59                                   66                                        38

                                                        95                                97                                   86                                        58

 

 

 13. Performance bond guarantee deposit                        2025                                                                                                  2024
                                                               Group                           Company                                                               Group                              Company
                                                               £'000                           £'000                                                                 £'000                              £'000

 Bank guarantee bond at 31 December                            1,486                                                           -                                     1,596                                                           -

 The Company's wholly-owned subsidiary, SundaGas Banda Unipessoal, Lda
 ("SundaGas"), had provided a performance guarantee to Autoridade Nacional do
 Petróleo ("ANP") in respect of the offshore Timor-Leste TL-SO-19-16
 Production Sharing Contract ("PSC"). This performance guarantee is secured by
 a bank guarantee given by Banco Nacional de Comércio de Timor-Leste
 ("BNCTL"), which required SundaGas to a place a bond with BNCTL of
 US$2,000,000.
 The Group is cognisant of BNCTL not having a credit rating by the main credit
 rating agencies. However, it is recognised that BNCTL is owned, controlled and
 financed by the Government of the Democratic Republic of Timor-Leste and has
 recently benefitted from substantial additional capitalisation by the State.
 As a result, and given the Group's close ties with the Government, it is
 considered that the exposure to credit risk is immaterial.

 14. Cash and cash equivalents                                 2025                                                                                                  2024
                                                               Group                           Company                                                               Group                              Company
                                                               £'000                           £'000                                                                 £'000                              £'000

 Bank current accounts                                         107                             17                                                                    939                                148
 Bank deposit accounts                                         221                             220                                                                   2,232                              2,231

                                                               328                             237                                                                   3,171                              2,379

 Bank deposit accounts comprise cash held by the Group and short-term bank
 deposits with an original maturity of three months or less and earn interest
 at respective short-term deposit rates. The carrying amount of these assets
 approximates to their fair value.

 15. Trade and other payables                                  2025                                                                                                  2024
                                                               Group                           Company                                                               Group                              Company
                                                               £'000                           £'000                                                                 £'000                              £'000
 Current liabilities
 Trade payables                                                124                             124                                                                   274                                17
 Other payables                                                               -                                -                                                                32                                         -
 Amounts owed to subsidiary undertakings                                   -                                     -                                                            -                                         8
 Accruals                                                      280                             144                                                                   278                                49
 Lease liabilities due within 12 months                        29                              8                                                                     13                                 9
 Taxation                                                      17                              17                                                                                    16                 16

                                                               450                             293                                                                   613                                99

 Non-current liabilities
 Lease liabilities due after 12 months                         24                                                  -                                                 8                                                 8

                                                               24                              -                                                                     8                                  8

 

 

 

 16. Share capital                                                                                                  2025    2024
                                                                                                                    £'000   £'000
 Allotted, called up and fully paid
 Equity:31,476,378,281 (2024: 25,510,783,788) new ordinary shares of £0.00025                                       7,869   6,378
 each

                                                                                                                    7,869   6,378

 The Company issued new ordinary shares of £0.00025 each during the year as
 follows.

 - 3,125,594,493 new ordinary shares at £0.0003995 per share on 16 May 2025
 pursuant to a conversion of convertible loan stock (see note 17 below).
 - 1,880,000,000 new ordinary shares at £0.00025 each on 16 October 2025 for
 cash.
 - 960,000,000 new ordinary shares at £0.00025 each on 10 November 2025 for
 cash.

 Ordinary shares entitle the holder to full rights as to voting, dividends and
 any distribution upon winding up. See also note 23 on page 71 regarding
 capital restructuring after the year end.

 17. Convertible Loan Notes

 On 12 May 2025, the Company issued convertible loan notes ("the Loan Notes")
 for an aggregate value of US$1,500,000 (£1,135,000). The Loan Notes carry a
 finance charge of 10% of the aggregate value of the issued Loan Notes and can
 be converted into Ordinary Shares of 0.025p each at the option of the holder
 at any time prior to 22 April 2026. In the event of conversion, the Company
 will also grant the holders warrants amounting to the equivalent of 75% of the
 value of the Loan Notes to be converted, at a 30% premium to the conversion
 price.
 On 16 May 2025, holders of the whole of the above-mentioned Loan Notes
 exercised their right to convert all of the outstanding balance of their Loan
 Notes into Ordinary Shares of 0.025p each in the Company. The conversion price
 was calculated at 0.03995p per share resulting in the issue of 3,125,594,493
 new Ordinary Shares. In addition, the Company granted in aggregate
 1,803,227,592 warrants to the holders of the Loan Notes, with each warrant
 entitling the holders to subscribe to one Ordinary Share at an exercise price
 of 0.051935p for a period of three years from grant.
 As the warrants were an integral feature of the convertible loan note
 instruments, the directors concluded that their fair value should be included
 in the day‑one allocation of the proceeds between the loan and equity
 components. Given that the warrants were converted within days of the loan
 being advanced, they were valued at grant date using a Black‑Scholes
 valuation model, based on the assumptions set out below. The warrants were
 classified as equity instruments and therefore recognised in a separate equity
 reserve and not subsequently remeasured. The transaction resulted in the
 recognition of an aggregate finance cost of £501,000.  Although the warrants
 have a contractual term of three years, management has assumed an expected
 option life of two years. This assumption reflects the warrant holder's
 historical pattern of early conversion to cash and the anticipated timing of
 exercise, taking into account the Group's planned operational activities.

     Number of options or warrants granted                             1,803,227,592
 Share price at grant date                                    0.0465p
 Exercise price at grant date                                 0.051935p
 Option life                                                  2 years
 Risk free rate                                               3.80%
 Expected volatility                                          89.15%
 Expected dividend yield                                      0%
 Fair value of option                                         0.0215p

 

 

 18. Options and warrants

 Details of options and warrants issued, exercised and lapsed during the year
 together with options and warrants outstanding at 31 December 2025 (pre-share
 consolidation) are as follows:
                                                          1 January                                                             New                                                             Lapsed or                                                       31 December
                                            Exercise      2025                                                                  Issue                                                           cancelled                                                       2025
 Issue date            Final exercise date  price         Number                                                                Number                                                          Number                                                          Number
 Options
 26 May 2020           26 May 2030          £0.00100           62,500,000                                                                            -                                                                  -                                       62,500,000
 22 July 2021          22 July 2031         £0.00070        390,000,000                                                                  -                                                      (390,000,000)                                                                          -
 22 July 2021          31 December 2025     £0.00070       150,000,000                                                                   -                                                      (150,000,000)                                                                     -
 17 December 2021      17 December 2031     £0.00060         470,000,000                                                                             -                                          (470,000,000)                                                                         -
 14 July 2022          14 July 2025         £0.00070         175,000,000                                                                          -                                             (175,000,000)                                                                      -
 20 November 2024      20 November 2034     £0.000725        975,000,000                                                                        -                                                                    -                                              975,000,000
 9 December 2024       21 July 2031         £0.00060        50,000,000                                                                          -                                                             -                                                        50,000,000
 9 December 2024       19 December 2031     £0.00070          60,000,000                                                                           -                                                               -                                                 60,000,000
   Total options                                                      2,332,500,000                                                                          -                                  -        1,185,000,000                                                   1,147,500,000
 Warrants
 12 May 2025           12 May 2028          £0.00051935                     -                                                   1,803,227,592                                                                      -                                             1,803,227,592
 22 October 2025       22 October 2028      £0.000375                     -                                                      940,000,000                                                                     -                                                   940,000,000
 10 November 2025      10 November 2028     £0.000375                          -                                                   480,000,000                                                                      -                                              480,000,000
   Total warrants                                                                         -                                              3,223,227,592                                                                       -                                           3,223,227,592

                                                          2,332,500,000                                                         3,223,227,592                                                   (1,185,000,000)                                                 4,370,727,592

 Details of options issued, exercised and lapsed during the year together with
 options and warrants outstanding at 31 December 2024 (pre-share consolidation)
 are as follows:
                                                          1 January                                                             New                                                             Lapsed or                                                       31 December
                                            Exercise      2024                                                                  Issue                                                           cancelled                                                       2024
 Issue date            Final exercise date  price         Number                                                                Number                                                          Number                                                          Number
 26 May 2020           26 May 2030          £0.00100           62,500,000                                                                         -                                                               -                                               62,500,000
 22 July 2021          22 July 2031         £0.00070         440,000,000                                                                          -                                             (50,000,000)                                                    390,000,000
 22 July 2021          31 December 2025     £0.00070         150,000,000                                                                            -                                                                 -                                              150,000,000
 17 December 2021      17 December 2031     £0.00060         530,000,000                                                                            -                                           (60,000,000)                                                     470,000,000
 14 July 2022          14 July 2025         £0.00070      175,000,000                                                           -                                                                                     -                                             175,000,000
 20 November 2024      20 November 2034     £0.000725                     -                                                     975,000,000                                                                          -                                            975,000,000
 9 December 2024       21 July 2031         £0.00060                      -                                                        50,000,000                                                                       -                                                 50,000,000
 9 December 2024       19 December 2031     £0.00070                                      -                                                   60,000,000                                                                       -                                              60,000,000
                                                          1,357,500,000                                                         1,085,000,000                                                   (110,000,000)                                                   2,332,500,000

 

 The number of share options and warrants which were exercisable at year end
 was 3,720,727,592 (2024: 1,182,500,000).  The weighted average remaining life
 of share options and warrants at the year-end was 4 years (2024: 7 years).
 The weighted average exercise price (in pence) applying to share options and
 warrants during the year was as follows:
 Opening                      0.07p     0.07p
 Exercised                     -        -
 Lapsed or cancelled           0.066p    0.065p
 Issued                        0.046p    0.0725p
 Closing                       0.053p   0.07p

 

 

 19. Share based payments

 The fair values of the options and warrants granted have been calculated using
 Black--Scholes model assuming the inputs shown below:
 Grant date                                             20 November 2024  17 December 2021    22 July 2021      22 July 2021   26 May 2020

     Number of options or warrants granted                975,000,000         530,000,000        150,000,000     440,000,000   290,000,000
 Share price at grant date                              0.0725p           0.06p               0.07p             0.07p          0.05p
 Exercise price at grant date                           0.0725p           0.06p               0.07p             0.07p          0.1p
 Option life                                            10 years          10 years            3 years           10 years       10 years
 Risk free rate                                         4.47%             0.86%               0.86%             0.86%          0.86%
 Expected volatility                                    66%               80%                 80%               80%            80%
 Expected dividend yield                                0%                0%                  0%                0%             0%
 Fair value of option                                   0.058p            0.025p              0.02p             0.03p          0.02p

 The warrants and options will not normally be exercisable during a closed
 period and furthermore can only be exercisable if the vesting conditions are
 satisfied. Options, which have vested immediately before either the death of
 a participant or his ceasing to be an eligible employee by reason of injury,
 disability, redundancy or dismissal (otherwise than for good cause), shall
 remain exercisable (to the extent vested) for 12 months after such cessation,
 and all non-vested options shall lapse.
 On 14 July 2022, the company awarded 175,000,000 share options to Dr A Butler,
 a director of the Company. The share options were exercisable at 0.07p, expire
 three years from grant date and would only vest upon the Company making an
 announcement that the first appraisal well on the Chuditch PSC has spudded, or
 in certain limited circumstances such as a takeover event.  As this event did
 not take place, the options have lapsed.
 Options granted on 20 November 2024 vest over a period of 1 to 3 years. The
 share-based payment charge arising is amortised over the vesting period.
 Volatility was determined by reference to the company's historical share price
 volatility over a suitable period.

 In respect of 3,223,227,592 warrants issued during the year, 1,803,227,592
 warrants were issued to the holders of convertible loan notes upon conversion
 of their loan notes in May 2025.  The remaining 1,420,000,000 warrants were
 issued to shareholders participating in share placings.  Warrants were
 granted to investors on the basis of one warrant for every two shares
 subscribed.  The warrants are exercisable at a price of 0.0375p for a period
 of three years.  The Directors consider that the warrants meet the definition
 of equity and so have not separately allocated the proceeds received between
 shares and warrants. Details of the assumptions applied in valuing warrants
 issued on conversion of convertible loans in the year are given in Note 17 on
 page 63.

 

 

20.  Financial instruments

The Group's activities expose them to a variety of financial risks: credit
risk, cash flow interest rate risk, foreign currency risk, liquidity risk,
price risk and capital risk. The Group's and Company's activities also expose
them to non-financial risks: market risk. The Group's overall risk management
programme focuses on unpredictability and seeks to minimise the potential
adverse effects on the Group's financial performance. The Board, on a regular
basis, reviews key risks and, where appropriate, actions are taken to mitigate
the key risks identified.

 

Financial instruments - Risk Management

The Group is exposed through its operations to the following risks:

Ø Credit risk

Ø Cash flow interest rate risk

Ø Foreign Exchange Risk

Ø Liquidity risk

Ø Price risk

Ø Capital risk

Ø Market risk

 

In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments.  This note describes the Group's and
the Company's objectives, policies and processes for managing those risks and
the methods used to measure them.  Further quantitative information in
respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.

 

Principal financial instruments

The principal financial instruments used by the Group, from which financial
instrument risk arises are as follows:

Ø Loans and receivables

Ø Trade and other receivables

Ø Cash and cash equivalents

Ø Trade and other payables

Ø Performance bond guarantee deposit

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining responsibility for
them, it has delegated the authority for designing and operating processes
that ensure the effective implementation of the objectives and policies to the
Group's finance function.  The Board receives regular updates from the
Executive Directors through which it reviews the effectiveness of the
processes put in place and the appropriateness of the objectives and policies
it sets.  The overall objective of the Board is to set policies that seek to
reduce risk as far as possible without unduly affecting the Group's and the
Company's competitiveness and flexibility.  Further details regarding these
policies are set out below:

Credit risk

The Group's and the Company's principal financial assets are bank balances and
cash, the bank guarantee bond, and other receivables. The credit risk on
liquid funds is limited because the counterparties are banks, electronic money
organisations,  with high credit ratings assigned by international
credit-rating agencies or are sovereign-owned and backed banks (see also note
13). The amounts presented in the statements of financial position are net of
allowance for doubtful receivables.  An allowance for impairment is made
where there is an identified loss event which, based on previous experiences,
is evidence of a reduction in the recoverability of the cash flows.

As at 31 December 2025 and 2024 there were no trade receivables and no
expected credit losses were raised against any financial assets held at
amortised cost.

 

Cash flow interest rate risk

The Group and the Company are exposed to cash flow interest rate risk from its
deposits of cash and cash equivalents with banks and e-issuers.

The cash balances maintained by the Group and the Company are proactively
managed in order to ensure that the maximum level of interest is received for
the available funds but without affecting the working capital flexibility the
Group requires.

The Group isnot at present exposed to cash flow interest rate risk on
borrowings as neither has significant debt.  No subsidiary company of the
Group is permitted to enter into any borrowing facility or lease agreement
without the prior consent of the Company.

 

Interest rates on financial assets

The Group's and the Company's financial assets consist of cash and cash
equivalents, performance bond deposits, trade and other receivables.  The
interest rate profile at period end of these assets was as follows:

 31 December 2025            Financial assets on which interest earned                         Financial assets on which interest not earned  Total

Group
                             £'000                                                             £'000                                          £'000

 UK sterling                 221                                                               38                                             259
 US dollar (USD)                                             -                                 1,568                                          1,568
 Singapore Dollar (SGD)      -                                                                 10                                             10
                             221                                                               1,616                                          1,837

 

 31 December 2024            Financial assets on which interest earned  Financial assets on which interest not earned  Total

Group
                             £'000                                      £'000                                          £'000

 UK sterling                 1,907                                      67                                             1,974
 US dollar (USD)             325                                        2,405                                          2,730
 Singapore Dollar (SGD)      -                                          93                                             93
                             2,232                                      2,565                                          4,797

 

The Group earned interest on its interest-bearing financial assets at rates
between 2.0% and 4.7% (2024 2.5% and 5.5%) during the period.

A change in interest rates on the statement of financial position date would
increase/(decrease) the equity and the anticipated annual income or loss by
the theoretical amounts presented below. The analysis is made on the
assumption that the rest of the variables remain constant. The analysis with
respect to 31 December 2024 was prepared under the same assumptions.

 

  Group                                          Change of 1.0% in the interest rate as of
                                                 31 December 2024                    31 December 2023
                                                 Increase of 1.0%  Decrease of 1.0%  Increase of 1.0%  Decrease of 1.0%
 Instruments bearing variable interest (£'000)   2                 (2)               38                (38)

 

It is considered that there have been no significant changes in cash flow
interest rate risk at the reporting date compared to the previous period end
and that therefore this risk has had no material impact on earnings or
shareholders' equity.

Foreign exchange risk

Foreign exchange risk arises because the Group has operations located in
various parts of the world whose functional currency is not the same as the
functional currency in which other Group companies are operating.  Although
its geographical spread reduces the Group's operation risk, the net assets
arising from such overseas operations are exposed to currency risk resulting
in gains and losses on retranslation into Sterling.  Only in exceptional
circumstances will the Group consider hedging its net investments in overseas
operations, as generally it does not consider that the reduction in foreign
currency exposure warrants the cash flow risk created from such hedging
techniques.  It is the Group's policy to ensure that individual Group
entities enter into local transactions in their functional currency wherever
possible and that only surplus funds over and above working capital
requirements should be transferred to the parent company treasury.  The Group
considers this policy minimises any unnecessary foreign exchange exposure.

In order to monitor the continuing effectiveness of this policy the Board,
through its approval of both corporate and capital expenditure budgets and
review of the currency profile of cash balances and management accounts,
considers the effectiveness of the policy on an ongoing basis.

The following table discloses the major exchange rates of those currencies
utilised by the Group:

 Group                                       USD     SGD
 Average for year ended 31 December 2025     1.3154  1.7219
 At 31 December 2025                         1.3455  1.7294
 Average for year ended 31 December 2024     1.2779  1.7070
 At 31 December 2024                         1.2535  1.70787

 

A change in exchange rates on the statement of financial position date would
increase/(decrease) the equity and net asset position by the theoretical
amounts presented below. The analysis is made on the assumption that the rest
of the variables remain constant. The analysis with respect to 31 December
2024 was prepared under the same assumptions.

                              Change of 10.0% in the GBP/USD rate as of
                              31 December 2025                      31 December 2024
                              Increase of 10.0%  Decrease of 10.0%  Increase of 10.0%  Decrease of 10.0%
 Net assets (£'000) - Group   (440)              537                (511)              624

 

It is considered that there have been no significant changes in exchange rate
risk at the reporting date compared to the previous period end and that
therefore this risk has had no material impact on earnings or shareholders'
equity.

Liquidity risk

Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments.  It is the
risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.

The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due.  To achieve this aim,
it seeks to maintain readily available cash balances (or agreed facilities) to
meet expected requirements for a period of at least 60 days.  The Group
currently has no long-term borrowings.

All of the Group's financial liabilities are due within one year other than
undiscounted lease liabilities due after one year of £24,000 (2024: £8,000).

Price risk

Potential oil and gas sales revenue is subject to energy market price risk.

Given that the Group does not have production, it is not considered
appropriate for the Group to enter into any hedging activities or trade in any
financial instruments, such as derivatives.  This strategy will continue to
be subject to regular review.

It is considered that price risk of the Group and the Company at the reporting
date has not increased compared to the previous period end.

Volatility of oil and gas prices

A material part of the Group's future revenue will be derived from the sale of
oil and gas that it expects to produce. A future substantial or extended
decline in prices for oil and gas and refined products could adversely affect
the Group's future revenues, cash flows, profitability and ability to finance
its planned capital expenditure. T

Oil and gas prices are dependent on a number of factors impacting world supply
and demand. Due to these factors, prices may be subject to significant
fluctuations from year to year. However, these prices had no effect on the
Group's results for 2025, since it had no production, but may do in future in
light of recent market volatility

Capital risk

The Group's and the Company's objectives when managing capital are to
safeguard the ability to continue as a going concern in order to provide
returns for shareholders and benefits to other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.

 

21.  Capital commitments

As of 31 December 2025, there were no capital commitments (2024: none).

 

22.   Contingent Liabilities

The Group has provided performance guarantees to ANP in respect of the
TL-SO-19-16 PSC, in the form of a bank guaranteed performance bond of
US$2,000,000 (£1,486,000) given by SundaGas, plus a further guarantee
provided by the Company of US$3,200,000 (£2,378,000). In the event of
non-performance under the PSC, there is a potential liability to the Group of
up to US$5,200,000 (£3,865,000) and to the Company only of US$3,200,000
£2,378,000). The Company believes that there was no indication of a breach of
the terms of the PSC at the reporting date. See also note 13 on page 62.

In respect of the Company's performance guarantee of up to $3.2m, the Board
consider that the guarantee is not a financial guarantee contract or insurance
contract and so is accounted for as a contingent liability which would only
crystallise in the event of non-performance under the PSC.  As the Board
considered there was no non-performance of the PSC as at period end, no
liability has been assessed under the guarantee.

The Board considers that there are no potential decommissioning costs in
respect of abandoned fields relating to any current or historic exploration
activity.

 

23.  Events after the reporting period

On 10 February 2026, the Company announced that it had entered into an
unsecured loan agreement (the "AB Loan") with Dr Andy Butler, CEO of the
Company for up to £1.5 million with an initial draw down of £400,000 being
used to fund the transaction costs associated with a proposed acquisition and
to provide additional working capital for Sunda's business activities. A
further £750,000 was drawn down on 26 March 2026.The final tranche of
£350,000 was drawn down on 8 April 2026. £750,000 of the outstanding loan
was converted into equity on 29 April 2026 as part of the Subscription to fund
the acquisition of Matahio NZ.

On 10 March 2026, the Company announced that its wholly owned subsidiary
SundaGas Banda Unipessoal, Lda., operator of the TL-SO-19-16 Production
Sharing Contract offshore Democratic Republic of Timor-Leste, had been
awarded an Environmental Licence for the drilling of the Chuditch-2 appraisal
well.

On 8 April 2026, the Company announced that its wholly owned subsidiary
SundaGas Banda Unipessoal, Lda. had entered into a letter of intent ("LOI")
with Finder TIMOR-LESTE B.V. ("Finder"), to work together to secure a
drilling rig for the two companies' drilling campaigns offshore Democratic
Republic of Timor-Leste.

On 8 April 2026, the Company announced that it had signed a Share Sale and
Purchase Agreement (the "Acquisition Agreement") with Matahio Ventures Pte.
Limited (the "Seller") for the conditional acquisition of Matahio Energy NZ
Limited ("Matahio NZ") which, through two subsidiary companies, owns and
operates 100% of a group of production and exploration permits located within
the onshore area of the Taranaki Basin on the west coast of New
Zealand's North Island. In addition, the Company conditionally raised subject
to the General Meeting on 29 April 2026 £6.7 million to fund the Acquisition
as set out below:

·      Firm Subscription by Alumni
Capital raising £900,000 at 0.02975 pence per Firm Subscription Share

·      Convertible Loan Note Subscription by Alumni Capital, which will
raise gross proceeds of up to £4,250,000, assuming all the tranches are
drawn down by the Company

·      Conditional Subscriptions totalling £800,000 at the Issue
Price comprising: (i) the conversion of £750,000 of the AB Loan; and (ii)
conditional subscriptions by three other directors, Gerry
Aherne (Non-Executive Chair), Keith Bush (Non-Executive Director) and John
Chessher (Non-Executive Director), totalling £50,000

·      WRAP Retail Offer to existing shareholders of the Company
raising up to £750,000 (of which £404,780 was eventually raised).

On 29 April all resolutions were passed at the General meeting approving and
putting into effect the acquisition of Matahio NZ, the Fundraising and the
Share Consolidation.

As a result of the all the resolutions with respect to share consolidation
being passed at the Company's General Meeting on 29 April 2026, every 100
Existing Ordinary Shares was consolidated into one Consolidated Share. Before
any further issue of shares, the post consolidated issued share capital was
345,018,634 ordinary shares of 0.1p each. Post the General Meeting, the
Company issued 26,890,755 Conditional Subscription Shares and 13,606,029
Retail Offer Shares at 2.975p per ordinary share of 0.1p each resulting in
the issued share capital being 385,515,418 ordinary shares of 0.1p each. In
addition, 35,374,403 warrants were granted with respect to the Firm
Subscription, Conditional Subscription Shares and Retail Offer Shares at a
subscription price 0.044625p.

On 15 May 2026, Alumni Capital gave notice to convert £250,000 of the
outstanding balance of its Convertible Loan Notes plus a £25,000 finance
charge into new ordinary shares of 0.1p each. As a result, the Company issued
15,426,039 new ordinary shares to Alumni Capital, in addition to which,
8,899,676 warrants were granted at a subscription price of 2.3175p.

 

 24. Related party transactions

 Group and company

 SundaGas (Timor-Leste Sahul) Pty. Ltd ("TLS"), a wholly-owned subsidiary paid
 fees amounting to US$100,000 (2024: US$411,000) to SundaGas Pte. Ltd ("SGPL"),
 a company in which Dr. Andrew Butler, a director, held a significant interest.
 At the end of the period, there was no balance payable to SGPL (2024: nil).

 The Company paid fees amounting to £65,000 (2024: £42,149) to Javelin
 Capital Partners LLP, an entity in which Mr Gerry Aherne, a director, held a
 significant interest. These fees are included in directors' remuneration in
 note 5. At the end of the period, there was no balance payable to the related
 party (2024: £5,417).

 The directors' aggregate remuneration and any associated benefits in respect
 of qualifying services are disclosed in note 5.

 

25. Control

The directors consider that there is no overall controlling party.

 

Glossary of Technical Terms

 

 

 

 

 Bcf                                      Billion standard cubic feet of natural gas.
 boepd                                    Barrels of oil equivalent per day
 Geological chance of success             The estimated probability that exploration activities will confirm the
                                          existence of a significant accumulation of potentially recoverable petroleum.
 Contingent Resources                     Those quantities of petroleum estimated, as of a given date, to be potentially
                                          recoverable from known accumulations by application of development projects,
                                          but which are not currently considered to be commercially recoverable owing to
                                          one or more contingencies.
 GIIP                                     Volume of natural gas initially in-place in a reservoir.
 High Estimate                            Denotes the high estimate qualifying as Prospective Resources. Reflects a
                                          volume estimate that there is a 10% probability that the quantities actually
                                          recovered will equal or exceed the estimate.
 Licence Operator                         The Company nominated to carry out operational activities.
 Mean                                     Reflects an unrisked median or best-case volume estimate of resource derived
                                          using probabilistic methodology. This is the mean of the probability
                                          distribution for the resource estimates and is often not the same as 2U as the
                                          distribution can be skewed by high resource numbers with relatively low
                                          probabilities.
 MMBBL                                    Million barrels of oil or condensate.
 MMBOE, Oil equivalent                    Million barrels of oil equivalent. Volume derived by dividing the estimate of
                                          the volume of natural gas in billion cubic feet by six in order to convert it
                                          to an equivalent in million barrels of oil or condensate, and, where relevant,
                                          adding this to an estimate of the volume of oil in millions of barrels.
 Prospective Resources                    Quantities of petroleum that are estimated to exist originally in naturally
                                          occurring reservoirs, as of a given date. Crude oil in-place, natural gas
                                          in-place, and natural bitumen in-place are defined in the same manner.
 PSC                                      Production Sharing Contract.
 SPE PRMS 2018                            The Society of Petroleum Engineers' ("SPE") Petroleum Resources Management
                                          System ("PRMS") is a system developed for consistent and reliable definition,
                                          classification, and estimation of hydrocarbon resources prepared by the Oil
                                          and Gas Reserves Committee of SPE and approved by the SPE Board in June 2018
                                          following input from six sponsoring societies: the World Petroleum Council,
                                          the American Association of Petroleum Geologists, the Society of Petroleum
                                          Evaluation Engineers, the Society of Exploration Geophysicists, the European
                                          Association of Geoscientists and Engineers, and the Society of Petrophysicists
                                          and Well Log Analysts.
 SPE PRMS Unrisked Prospective Resources  Denotes the unrisked estimate qualifying as SPE PRMS 2018 Prospective
                                          Resources.
 Tcf                                      Trillion standard cubic feet of gas

 

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