Value driven growth
Annual Report and Financial Statements
2025
STRATEGIC REPORT
Market Review
18
Chief Executive Statement
22
Business Model
26
Operations Review
28
Profile: Operations Manager
46
Sustainability
48
Business Risk
56
Our Stakeholders
60
Financial Review
62
CORPORATE GOVERNANCE
Board of Directors
68
Statement of
Corporate Governance
72
Audit Committee Report
76
Nominations Committee
79
Remuneration Committee Report 81
Directors’ Report
92
Statement of Directors’
Responsibilities
95
GROUP ACCOUNTS
Independent Auditor Report
98
Consolidated Statement of
Profit or Loss and Other
Comprehensive Income
108
Consolidated Statement of
Financial Position
109
Consolidated Statement of
Changes In Equity
110
Consolidated Statement of
Cash Flows
111
Company Statement of
Financial Position
112
Company Statement of
Changes In Equity
113
Notes to the Financial
Statements
114
APPENDICES
Definitions and Glossary
of Terms
152
Professional Advisors
155
OVERVIEW
Afentra at a Glance
2
2025 Highlights Summary
4
Purpose
10
Afentra’s Approach
12
Chairman’s Statement
14
Value Driven Growth
Our overarching theme of “Value Driven Growth”
reflects the focused strategic execution of Afentra
and represents a founding principle that defines
the corporate culture.
The phrase encapsulates the measured approach to delivering long-term growth while
generating value for the Company and all its stakeholders in the process. This approach
extends across organic growth through the optimisation of production assets and
development opportunities, as well as the value lens through which Afentra seeks to
achieve growth through accretive M&A.
The year 2025 saw Afentra deliver “Value Driven Growth” across both pillars of its strategy.
The material investment into the Block 3/05 area by the Joint Venture partnership
continues to make progress and provides a strong growth platform from which we believe a
step change in production will be achieved in the coming years. The future-proofing of the
asset through maintenance and asset integrity activities is a key aspect in unlocking the
material unrealised value that resides in Afentra’s cornerstone asset.
This year also saw the strategic expansion of the portfolio through a combination of M&A
and license awards, including the award of operatorship in Block 3/24. The addition of new
licences has either been achieved through compelling deal-making or via direct awards
by the Government, underscoring Afentra’s established reputation and partner status in
Angola. The addition of operated interests during the period is a major strategic milestone
that supports Afentra’s ability to drive long-term value growth through its technical and
commercial expertise for years to come.
The following report outlines the key strategic developments during 2025, all of which
support Afentra’s focus on delivering “Value Driven Growth” for the benefit of the
Company and all its stakeholders.
Except where the context otherwise requires or where otherwise indicated, the terms “Afentra”, “Afentra plc”, “the Group”, “we”, “us”, “our”, “the Company”, and “our
Business” refer to either Afentra plc, any one or more of its consolidated subsidiaries, or to all such entities.
www.afentraplc.com
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Annual Report and Financial Statements 2025
May 2021
Afentra PLC formed
with $40m cash on
balance sheet
April 2022
Signed foundation
SPA with Sonangol
July 2022
Signed second
SPA with INA
May 2024
Completed Azule
acquisition
May 2023
Completed INA
acquisition
July 2024
Signed KON19
Licence award
July 2023
Signed third
SPA with Azule
December 2023
Completed Sonangol
acquisition
April 2025
Signed KON15
Licence award
June 2025
Signed SPA with
Etu Energias
Initialling of Block
KON4 Contract
October 2025
Signed Block 3/24
Licence award
First Operatorship
Enhancing value for all stakeholders
2025 Net Average Production
6,324 bopd
2025 Revenue
$114.4m
Cash Resources at 31 December 2025
$10.2m
Net 2P+2C Reserves and Resources
120 mmboe
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Annual Report and Financial Statements 2025
2
Afentra plc
Afentra at a Glance
Who we are
Afentra plc is a London listed upstream oil and gas company, focused
on optimising and expanding its portfolio of producing fields, near-field
development assets and short-cycle exploration opportunities within its target
markets of West Africa, implementing a strategy that delivers enhanced value
and long-term sustainable growth while integrating ESG into all its activities.
Key milestones
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Annual Report and Financial Statements 2025
4
Afentra plc
Strategic
Secured operatorship of Block 3/24, marking a strategic addition to Afentra’s portfolio.
The award of Block 3/24 in October 2025, with Afentra as Operator holding a 40% interest, marked
a major strategic milestone. This provides a clear path to develop existing discoveries adjacent to our
Block 3/05 infrastructure, offering significant organic growth potential.
Signed SPA to acquire further interests in Blocks 3/05 and 3/05A.
In June 2025, Afentra signed a Sale and Purchase Agreement with Etu Energias to acquire additional interests.
Post-period, Sonangol, the operator, elected to participate in the transaction, resulting in a revised agreement
for Afentra to acquire a 3.33% interest in Block 3/05 and a 3.66% interest in Block 3/05A. Completion which
is expected in Q2 2026 will further consolidate our position in these core, cash-generative assets.
Expanded onshore Kwanza Basin position with KON15 award and KON4 initialling.
The Company formally received the licence award for Block KON15 (45% non-operated interest) in
February 2025. This was followed by the initialling of the Risk Service Contract (RSC) for Block KON4 in
June, confirming Afentra as Operator with a 35% interest, with final award pending and expected in Q2
2026, which would significantly enhance our onshore exploration portfolio.
Completed strategic exit from Somaliland to focus on core assets.
In December 2025, Afentra completed the divestment of its 34% non-operated interest in the Odewayne
Block, Somaliland. This transaction streamlines our portfolio, allows management to focus exclusively on
our high-value Angolan assets, and reinforces our disciplined approach to capital allocation.
Strengthened Board with key Non-Executive appointment.
Andrew Osborne was appointed to the Board as a Non-Executive Director in November 2025. His
extensive financial, strategic, and M&A experience in the oil and gas sector provides valuable expertise
to support Afentra’s next phase of growth.
Financial
Ended the year with a robust balance sheet and net debt of $21.8 million.
As of 31 December 2025, cash resources stood at $10.2 million (including $5.0 million of restricted
funds). The year-end position reflects significant investment in our asset base, with borrowings under the
Reserve Based Lending facility at $31.5 million and the Working Capital Facility remaining undrawn as at 31
December 2025.
Generated $114.4 million in revenue from crude oil sales.
For the full year 2025, sales totalled 1.63 million barrels across four liftings at an average realised price
of $70.2/bbl, demonstrating the strong cash-generative capacity of the asset base.
Active hedging programme supported strong 2025 revenues.
The Company’s hedging strategy and disciplined approach provided cash flow certainty and
protected revenues during a period of market volatility.
Substantial crude oil stock at year-end, monetised post-period.
Net entitlement stock in-tank was 363,908 barrels at 31 December 2025. A subsequent lifting of
517,643 barrels was completed post-period on 21 January 2026, generating revenue of $33.8 million,
of which $17.1 million was received in advance in December 2025.
2025 Highlights Summary
Strategic Report
Overview
Corporate Governance
Group Accounts
4
2025 Revenue
$114.4 million
2024: $180.9 million
Cash Resources at 31 December 2025
$10.2 million
2024: $54.8 million
2025 Highlights Summary
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Annual Report and Financial Statements 2025
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Afentra plc
Strategic Report
Overview
Corporate Governance
Group Accounts
Operational
Maintained stable production of
6,324 bopd net.
Gross average production was 21,268 bopd.
Afentra’s net production reflects a solid
operational performance and high asset uptime,
providing a strong platform for growth.
Increased investment in asset
redevelopment to ~$220 million gross
(net ~$66 million).
The 2025 capital programme was increased to
accelerate the multi-year redevelopment plan.
This investment focused on critical infrastructure
upgrades and long-lead items in preparation for
the 2026 drilling and heavy workover campaign.
Light well intervention (LWI) programme
delivered sustained production gains.
The ongoing LWI programme continued to
deliver positive results, with approximately
28 well interventions completed during 2025.
This low-cost, high-impact work successfully
mitigated natural decline and sustained
production levels.
Water injection ramp-up progressed
significantly, enhancing recovery.
The water injection system upgrade
programme achieved a major milestone, with
injection rates reaching 50,000 bwpd during
Q4 2025. During 2026, the focus remains on
increasing sustained water injections targeting
rates of ~100,000 bwpd, a critical step in
improving reservoir pressure and maximising
long-term oil recovery.
Completed FSO Palanca recertification
process, ensuring long-term operational
integrity.
The 18-month in-operation recertification of the
FSO Palanca was successfully completed in Q4
2025, with formal recertification received in early
2026. This key project extends the operational life
of our primary export facility, avoids a costly dry-
docking, and de-risks future production.
Maintained disciplined operating
expenditure of ~$23/bbl.
Despite an inflationary environment, proactive
cost management by the joint venture partnership
ensured that Opex for Blocks 3/05 and 3/05A
remained stable and in line with guidance.
Further enhanced emissions monitoring
and quantification capabilities.
Installing five new flare meters to establish a
reliable flaring baseline and completing a second
LiDAR survey to identify fugitive emissions.
2025 Opex Average
$23/bbl
2025 Net Average Production
6,324 bopd
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Afentra plc
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Annual Report and Financial Statements 2025
Strategic Report
Overview
Corporate Governance
Group Accounts
2025 Highlights Summary
Post period
Strategic Review concluded: pursuing independent growth strategy.
The Afentra Board has concluded a comprehensive review of the strategic options to realise maximum value
for shareholders from the significant Angolan portfolio assembled. The Board has determined that given the
successful refinancing at a reduced cost of capital, the significant change in the macro environment and
the early commencement of a fully carried two-well infill drilling programme focused on delivering material
production and reserves growth, we will pursue the next phase of growth as an independent E&P company.
The Board has strong conviction in the prospects to create further significant value for our shareholders.
Completed a US$125 million refinancing to fund future growth.
In May 2026, Afentra entered into a prepayment financing arrangement with a subsidiary of Gunvor
Group for up to US$125 million, structured in two tranches and with a four-year tenor. The facility carries
a rate of Term SOFR plus 6% margin, representing a significant reduction from the previous facility rate
of Term SOFR plus 8%. The facility will replace the Company’s existing debt facilities and is secured
against future crude oil deliveries from its Angolan assets, with repayment primarily effected through
cargo liftings. Proceeds are intended to support refinancing of existing arrangements and to fund
ongoing capital and operational expenditure across the portfolio.
Accelerated drilling programme commenced on Block 3/05.
Post-period, the Company announced that a rig opportunity provided by Sonangol allowed the Joint
Venture to accelerate the planned two-well drilling programme on Block 3/05. The programme
commenced with the Pacassa SW exploration well, marking the start of the execution phase of the
Company’s organic growth strategy.
Contingent resource upgrade highlights significant portfolio upside.
On 13 January 2026, Afentra announced a material upgrade to its contingent resources following an
independent audit and internal assessment. This resulted in a more than fourfold increase in net working
interest 2C contingent resources to 87.3 mmboe (gross 302.6 mmboe). The upgrade incorporates
discoveries on Blocks 3/05 & 3/05A and a new assessment of the recently awarded Block 3/24,
demonstrating the significant organic growth potential across the portfolio.
Competent person’s report update confirms strong reserve replacement.
In February 2026, Afentra announced the results of its latest independent reserves report for its
Angolan assets. As of 31 December 2025, total net 2P working interest reserves stand at approximately
31.9 mmbo (vs 34.2 mmbo as of 31 December 2024). The asset produced 7.5 mmbo in the period,
contributing to a 3-year average reserve replacement ratio of 94%, reflecting sustained reserve
replacement despite ongoing production without infill drilling.
Sonangol joins Etu transaction, enhancing JV alignment.
Post-period Sonangol joined the transaction to acquire interests from Etu Energias. As a result, Afentra
will acquire a 3.33% interest in Block 3/05 and a 3.66% interest in Block 3/05A, with completion
expected in Q2 2026. This development enhances alignment within the Joint Venture partnership.
Post-completion, Afentra’s interest will increase to 33.33% in Block 3/05 and 24.99% in Block 3/05A.
Maintaining financial discipline in a volatile market.
Post-period, escalating geopolitical tensions in the Middle East have increased volatility in global
energy markets. The Board is monitoring the situation closely, which reinforces the importance of the
Company’s disciplined financial strategy and approach to risk management.
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Afentra plc
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Annual Report and Financial Statements 2025
Strategic Report
Overview
Corporate Governance
Group Accounts
Effecting sustainable change
PURPOSE
Our purpose remains to support the African
energy transition as a responsible, well-managed
independent, enabling the continued economic
and social development of African economies
while bridging the gap to renewable and other
energy sources.
Cultural framework
Afentra’s cultural framework outlines our core principles, philosophies and values that guide our behaviours
and enable us to drive our business forward and deliver on our purpose while making a positive impact for all
our stakeholders.
VALUES
These build on our principles and
define how we all behave. They
describe qualities we always strive
for and consider as the right way to
do things:
Inspire
Bring passion and energy to engage
and inspire those around us.
Collaborate
Openly share knowledge between
teams and individuals.
Enquire
Think creatively and constructively
challenge the status quo.
Innovate
Be courageous, ambitious, navigate
risk, try, learn and improve.
APPROACH
This defines our core operating
philosophy and business approach
and is heavily influenced by our
principles and values:
Think long-term
Work towards the long-term
sustainability of the business.
Create solutions
Encourage innovation and seek
out opportunity.
Leverage learning
Diverse and inclusive approach
that values each other’s ability
and expertise.
Focused and nimble
Stay agile, lean and non-hierarchical.
IMPACT
Our positive impact will be driven
by these principles, values and
approach:
One team
Dynamic, committed and responsible.
Positive difference
Changing things for the better,
leaving a positive legacy.
Enduring value
Delivering enduring value for
all stakeholders.
Sustainable growth
Maximising asset potential with
the responsible stewardship and
investment in assets.
Our enabling role in this connected energy ecosystem is to access, redevelop and unlock
the full potential of existing producing fields, through field life extension, the development
of satellite discoveries and near-field exploration. We will do this in a safe, responsible and
sustainable manner. By investing in the countries that we work in, empowering our people
and working with our partners, we can positively impact local economies and deliver
significant economic returns to all stakeholders.
Mission
Our mission is to be a trusted and credible
partner for international oil companies (IOCs)
and both national oil companies (NOCs) and
host governments in the divestment of “legacy”
assets. By managing these assets responsibly, we
turn these fields or near-field development and
exploration opportunities into profitable assets
by applying focus, innovation, efficient operating
practices and smart commercial dealmaking.
We use our approach to unleash the full asset
potential whilst also reducing carbon emissions,
promoting growth through employment and
facilitating socio-economic development for the
benefit of all stakeholders.
Defining legacy assets
Producing fields or development assets that:
• May no longer fit with a company’s strategy in
Africa
• May need investment, regeneration or
upgrading
• May be sub-economic for larger companies
Targeting near-field opportunities
• Discovered resources close to existing
infrastructure
• Low-risk near-field exploration with the potential
for short cycle tie-back developments
PRINCIPLES
These define our core beliefs that connect and resonate strongly with the personal values of the Afentra team and those that
work alongside us:
Be Respectful
Be Transparent
Be Inclusive
Be Authentic
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Afentra plc
Strategic Report
Overview
Corporate Governance
Group Accounts
AFENTRA’S APPROACH
Supporting the exit strategies of IOCs/
NOCs, ensuring responsible transition for
host governments
Afentra is focused on optimising and expanding its portfolio of producing fields, near-field development
assets and short-cycle exploration opportunities for the benefit of all our stakeholders.
Once established in core target markets, Afentra seeks to leverage its deep technical expertise to support
local industry through collaborative partnership to optimise operations and reduce emissions.
Acquiring and
optimising
producing fields
Identify mature oil and
gas assets with untapped
potential.
Deploy technical expertise
to optimise operations and
extend field life.
Enhance efficiency, reduce
emissions and ensure
responsible environmental
stewardship.
For international oil
companies (IOCs):
A smooth, responsible exit
strategy from legacy assets.
A credible counterparty
to ensure financial and
operational continuity.
Alignment with ESG
(Environmental, Social, and
Governance) principles.
Unlocking
development
opportunities
Target the development
of satellite discoveries
and conduct near-field
short-cycle exploration.
Apply cost-effective,
innovative solutions to
improve long-term asset
performance.
Strengthen partnerships
with host governments and
local industry stakeholders.
For host governments
and NOCs:
Continued economic
benefits and job creation.
Creation of local expertise
and industry development.
Sustainable asset
management for long-term
growth.
Delivering financial
and shareholder
value
Maintain disciplined
financial management to
balance growth, flexibility,
and shareholder returns.
Ensure positive socio-
economic outcomes for
host countries.
Commit to long-term,
sustainable asset
management.
For shareholders
and investors:
Strong returns through
optimised operations.
Transparency and
responsible business
practices.
A sustainable energy
transition aligned with
global energy goals.
Stakeholder benefits
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Annual Report and Financial Statements 2025
Annual Report and Financial Statements 2025
Afentra plc
Strategic Report
Overview
Corporate Governance
Group Accounts
CHAIRMAN’S STATEMENT
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Before summarising the strategic progress, I feel it appropriate
to provide my views on Afentra’s role within the current market
landscape. When Afentra launched in 2021, its stated purpose
was to support a responsible industry transition in Africa by
acquiring and optimising oil and gas interests, and to position
itself as a credible partner of choice for divesting companies
and host governments. While still in the early phases of its
growth journey, the Company is already playing an important
role in empowering a rejuvenation of Angola’s oil and gas sector
as it seeks to increase production levels. Afentra’s technical
capabilities and underlying purpose, were the basis on which I
agreed to join the Board and assume the role of Chairman.
As a former Minister for Oil in Cote d’Ivoire, a country in which
the oil industry plays an important socio-economic role, I know
all too well how important it is to foster a collaborative industry
ecosystem underpinned by a supportive and progressive
jurisdictional backdrop. The market requires the expertise
of Independents like Afentra, who can transfer expertise in
partnership with government and local companies to achieve
shared growth and prosperity.
It is particularly pleasing to see the investment climate in
Africa improving through reform, and the global industry
responding by focusing on the wealth of opportunities
on the continent. This focus is strengthened by the new
deep-water plays opening up in West Africa as well as a
growing realisation that the global industry requires material
investment to fund the discovery and development of
new resources. These efforts are required to meet the
global demand outlook that will continue to grow in the
coming years, despite the growing global renewable energy
capabilities, especially across the African continent
which is seeing rapid population growth. I must also note
the increased volatility in global energy markets that has
occurred subsequent to the year-end, driven by escalating
geopolitical tensions in the Middle East. This is a situation
the Board is monitoring closely.
African nations, like Angola, are also keenly aware that they
are well positioned to meet this demand, while growing their
economies as they navigate their own energy transition. Africa
has an abundance of untapped natural resources, and it is my
hope that we are entering a period that will see an increase of
the material investment required from international investors
to progress the critical energy and infrastructure projects that
will underpin the next phase of socio-economic progress for
the people of Africa. As envisaged at launch, I expect these
supportive tailwinds to build momentum in the coming years.
Angola continues to be an opportunity rich market for Afentra.
The Company’s early mover advantage combined with a
growing reputation as a partner of choice is yielding results.
During this period, the Company has seized the opportunity
to acquire further interest in the producing Block 3/05 field on
similarly attractive terms to the previous transactions. Afentra
was awarded a material operated position in Block 3/24, a
block containing numerous shallow water discoveries offering
infrastructure-led development given proximity to Block
3/05. The award of Operatorship in 3/24 is a highly symbolic
milestone that emphasises Afentra’s in-country credentials
and the successful efforts to earn the trust of the government,
authorities and partners in Angola. The opening of Afentra’s
offices in Luanda this year reflects the commitment of the
company to continue to grow its presence in Angola and
ensure we have the right talent on the ground working hand in
hand with our local stakeholders.
Complementing our growing offshore position is our
expanding onshore position, through the award during
the period of a non-operated interest in KON15. With this
enlarged portfolio, which has been achieved through smart
deal-making and stakeholder engagement in Angola, the
Company has assembled a high-quality asset base that
provides scope for phased long-term organic growth.
While Afentra continues to screen opportunities in other
target markets, Angola remains its core focus. The country
is increasingly being recognised as a positive jurisdiction that
encourages investment and collaboration from international and
domestic industry players alike. The efforts of the Government
and regulator ANPG to collaborate with industry to boost the
nation’s production above the target of 1 million barrels per day is
proving successful, with new independents entering Angola as
well as a return of IOCs such as Shell and Equinor.
Operationally, it is pleasing to note a continued strong
performance from the cornerstone Block 3/05 asset as its
performance responds positively to the Partners’ multi-year
redevelopment plan. 2026 will see the next phase of asset
optimisation as we move forward with our accelerated drilling
activities intended to deliver a step-change in production.
Afentra’s strategic priorities continue to hold the company in
good stead. The strict focus on capital discipline enables the
company to maintain a solid balance sheet that is capable of
funding our organic and inorganic growth activities. Our team’s
active management of crude oil sales and hedging strategies
has provided visibility on cash flow through a period of pricing
volatility and Afentra will remain proactive in this regard.
The Company’s Governance framework was strengthened
during the period with the appointment in November of
Andrew Osborne as an Independent Non-Executive and
Chair of the Audit Committee. Andrew’s deep industry
knowledge further complements the diverse and synergistic
skillset that Afentra possesses on its Board of Directors
which covers technical, commercial, capital markets and
governmental. The flat organisational structure of Afentra
ensures business agility which, in my belief, will support
the Company’s ability to conduct business and capture
opportunities across the region.
In summary, this has been a transformative period for Afentra
as it continues to successfully execute the strategy upon
which the company was established. This year has seen an
expansion and diversification of the portfolio with multiple
production, development and exploration opportunities,
ensuring a pathway to long-term value creation. Afentra is
building momentum and presence in Angola, playing a key
role in the progression of the country’s industry. Afentra’s
collaborative approach to achieving mutually beneficial
interests has enabled the company to build trust with its
host government, as well as with local companies in-country,
thereby delivering on a core strategic tenet upon which
Afentra was formed. I look forward to seeing a continuation
of this approach as Afentra leverages its strong network
and profile as a credible operator and partner of choice to
capitalise on more opportunities going forward.
To ensure that we remain disciplined and open minded in
our endeavour to maximise value for our shareholders and
other stakeholders we initiated a Strategic Review early in
2026. I was pleased by the open minded approach taken
by the Afentra Executive team to this approach and having
concluded this review we are confident that we have explored
all options to maximise value and the decision to proceed as
an independent oil & gas company focussed on Africa is the
correct decision for all stakeholders.
On a personal level, I’m delighted to have assumed the role
of Chairman, attracted by the dynamism of the team and
the relevance of Afentra’s purpose within Africa’s oil and gas
industry. I’d like to commend the team on their disciplined
execution of Afentra’s growth strategy and look forward
with confidence to the year ahead as we seek to build
momentum through sound operational execution.
Thierry Tanoh
Non-executive Chairman
13 May 2026
A transformative period for Afentra
Thierry Tanoh, Non-executive Chairman
I am delighted to provide this summary
of 2025, my first since becoming
Non-Executive Chairman in June after
the retirement of my predecessor,
Mr Jeffrey MacDonald. It has been a
year of significant strategic progress,
in which the Company continued its
evolution by expanding and diversifying
its footprint across offshore and
onshore Angola.
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Annual Report and Financial Statements 2025
Strategic Report
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
Strategic Report
Overview
Corporate Governance
Group Accounts
MARKET REVIEW
West Africa and Angola emerging as a key
region for long-term investment and growth
Oil market volatility, which has been prevalent in recent years, continued in 2025, driven
by geopolitical tensions in the Middle East and Ukraine, uncertainty over trade tariffs, the
unwinding of OPEC cuts, and a near-term slowdown in demand, all of which has affected
prices. Benchmark Brent crude oil prices as reported by Bloomberg ranged between a
peak of $82/bbl in January 2025 and dropped as low as $59/bbl in December 2025, with
the average at $68/bbl (2024: $80/bbl). Afentra’s realised average price for cargo sold in
2025 was $70.2/bbl.
There continues to be a strengthening global consensus that a successful and just
energy transition must be grounded in pragmatism - acknowledging the continuing role of
hydrocarbons in supporting economic and social development. This perspective, which has
been reflected in African energy policy debates in the past couple of years, has informed
recent reforms across the region and is increasingly also shaping the discourse in developed
economies as they confront the realities of energy security, affordability and sustainability.
Sustained demand underscores the need for
continued investment
The global oil market in 2025, was characterised by near-
term volatility. While forecasts at year-end pointed toward
increased production and potential oversupply into 2026,
the market outlook has since become more complex.
Subsequent to the year-end, escalating geopolitical
tensions have heightened concerns around the security of
global supply, creating significant price volatility. However,
beyond these immediate dynamics, the longer-term outlook
continues to show sustained oil demand as global economic
activity expands, and sectors critical to modern life remain
dependent on hydrocarbons.
The International Energy Agency (IEA) projects that,
under current policies, oil demand will remain around 93
million barrels per day by 2050, requiring annual upstream
investment of approximately $500–550 billion to maintain
supply and offset natural field declines. Without this continued
capital deployment, the industry risks accelerated production
decline and heightened energy security concerns. The
outlook therefore underscores the importance of responsible
investment to ensure a stable supply during the energy
transition, reinforcing the ongoing need for efficient, low-
cost developments that can deliver both resilience and
sustainability across the global energy system.
West Africa outlook – building reform momentum
Governments across West Africa continue to take a
pragmatic approach to the evolving energy landscape,
recognising that access to capital for oil and gas investment
is increasingly selective and contingent on credible reform.
Policy initiatives in established producing countries such as
Angola are focused on creating competitive, transparent
frameworks to attract and retain investment while maximising
the contribution of hydrocarbons to national development.
These reforms acknowledge that oil and gas revenues remain
essential to powering economic growth and enabling a just
and successful energy transition. Meanwhile, emerging
producers such as Namibia, and others, are also adopting
investor-friendly terms to accelerate the exploration and
monetisation of recent discoveries. Together, these reforms
highlight a region actively pursuing a balanced path - one that
sustains energy security, promotes socio-economic progress,
and positions West Africa for growth in the decades to come.
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Afentra plc
Angola’s Daily Oil Production
1 million bopd
2025 Average
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Afentra plc
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Annual Report and Financial Statements 2025
Strategic Report
Overview
Corporate Governance
Group Accounts
MARKET REVIEW
Angola oil & gas – an industry in transition to the next phase of growth
Angola offers a compelling combination of political stability, a government committed to reform, an established oil and gas industry, and
significant untapped reserves. The sector is undergoing a far-reaching transformation, creating an attractive investment environment
designed to encourage new entrants and revitalise production growth. As the cornerstone of Angola’s economy - accounting for the
majority of export earnings and government revenue - the oil and gas industry remains vital to national development.
For more than five decades, Angola’s production has been driven by Sonangol in partnership with major international oil
companies, focused on both shallow- and deepwater developments. Following its exit from OPEC in 2024, the government has
committed to reversing recent production declines and sustaining output above one million barrels per day. Angolan energy
authorities have outlined an ambitious growth strategy aimed at attracting significant new investment to reverse production
declines. This strategy includes a target of attracting over $50 billion in new project investments by 2025-2027 and a multi-year
plan to drill more than 50 new exploration wells by 2029.
The next phase of Angola’s industry (2020s–2050+) will be defined by the transition to independent operators, the redevelopment
of mature assets, and renewed focus on onshore exploration. These dynamics create opportunities for independents such as
Afentra to play a central role in extending asset life, enhancing recovery, and improving operational stewardship in partnership with
local companies, directly supporting Angola’s ambition to modernise and grow its upstream sector.
Macro drivers and Afentra’s competitive position
Continued commodity oil price volatility
Persistent oil price volatility underscores the importance
of disciplined financial management. While near-term
oversupply is expected to weigh on prices, longer-term
demand is projected to remain robust for decades
ahead, requiring sustained investment to ensure reliable
and secure access to energy.
Attractive investment environment
With capital for upstream investment increasingly
selective, governments and investors favour responsible,
capable operators. Credible partners in both non-
operated and operated positions are best placed to
deliver production growth, improved ESG performance,
and long-term value.
Increasing role for independents in Angola
The ongoing divestment of legacy assets by majors and
the rise of independents are reshaping Africa’s upstream
sector. Agile independents are revitalising shallow-water
and onshore brownfield assets while exploring untapped
opportunities, as IOCs focus on deepwater projects.
Afentra actively manages lifting and hedging programmes
Afentra’s prudent approach to liftings, pricing, and
hedging, as well as to appropriate leveraging, enables
stable cash generation and protects value across low
oil price cycles, ensuring resilience and consistency in
shareholder returns.
Positioned to capture high quality, low‑cost opportunities
Afentra’s efficient low-cost, production-led model and
focus on optimising mature assets position the company
to attract and deploy capital effectively while supporting
host nations’ reform and energy-transition objectives.
Early-mover advantage in Angola
Afentra’s early-mover position in Angola provides a
platform for growth, leveraging established infrastructure,
strong local relationships, and operational expertise to
create long-term value as the market evolves.
West Africa and Angola emerging as a key
region for long-term investment and growth
continued
mmbbl/d
2.0
1.6
1.2
0.8
0.4
0.0
2030+
1965
1975
1985
1995
2005
2015
2025
Beginning of
period of unrest
Period of
unrest ends
Angola
joins OPEC
OPEC+
established
Production
decline
Potential future
growth/recovery
Angola
leaves OPEC
Offshore oil
discoveries of 1990s
1956
First oil
Sonangol
established
Offshore Growth (1990s - 2020s)
IOC led shallow and deepwater exploration & production
Peak production ~1.8million bopd
Next Phase (2020s - 2050+)
Transition to Independents
Redevelopment of mature assets
Refocus on onshore exploration
Early Growth (1970s - 1990s)
Onshore and shallow water
Impeded by civil unrest
Led by Sonangol & IOCs
Opportunity for Independents
23
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Annual Report and Financial Statements 2025
22
Afentra plc
A disciplined approach to long-term
value creation
CHIEF EXECUTIVE’S STATEMENT
At the end of 2025, in an effort to ensure we realised
maximum value for our shareholders and other
stakeholders from the significant Angolan portfolio
assembled since the company’s inception in 2021 the
Board initiated a comprehensive Strategic Review. This
review was supported by external advisers and after a
thorough consideration of the various options available,
the Board has determined that given the successful
refinancing at a reduced cost of capital, the significant
change in the macro environment and the early
commencement of a fully carried two-well infill drilling
programme focused on delivering material production and
reserves growth, we will pursue the next phase of growth
as an independent E&P company. The Board has strong
conviction in the prospects to create further significant
value for our shareholders.
Targeted portfolio expansion
The targeted expansion of the portfolio and the award of
operated positions in Angola have significantly enhanced
Afentra’s equity proposition by providing a diverse runway
of production, development and low-cost exploration
opportunities that can be targeted over the coming years.
The opportunities within the portfolio provide significant
value catalysts to unlock the next phase of growth,
underpinned by our core Block 3/05 producing assets where
we are positioned to deliver a step-change in production with
the commencement of drilling activities in 2026.
The disciplined approach we have taken to portfolio
strengthening reflects Afentra’s strategic priority of value
driven growth that delivers long-term returns. Angola
continues to provide the supportive operating and
jurisdictional backdrop to build out the business and Afentra
has established a strong reputation and network that
ensures access to the kind of value accretive opportunities
that have been capitalised on during this period.
Afentra’s evolution into an Operator, through the award
of operatorship on offshore Block 3/24, symbolises the
next phase of our stated growth strategy and maturity as
a business. The Company will continue to be selective
about when to operate, only operating where we can
add value through agility and technical excellence. For
our non-operated interests, we continue to proactively
support the Operator, bringing a deep level of experience
and technical insight for the benefit of the partnerships in
which we are present.
Paul McDade, Chief Executive Officer
In 2025, Afentra delivered significant
strategic progress expanding and
diversifying our Angolan portfolio,
strengthening our organic growth story
in a high-value, low-cost manner. As
a trusted partner to government and
local companies, we have cemented
our early-mover advantage in Angola’s
emerging independent sector, creating a
strong platform for future value creation.
The expansion of Afentra’s footprint in Angola has focused
on two key areas. The first is the area around Block 3/05,
that includes Blocks 3/05A and has now been significantly
expanded with the addition of Block 3/24 where we see low-
risk opportunity to materially increase near-term production
and unlock significant reserves and resources – leveraging
the existing infrastructure and our deep understanding of
the assets and the geology. The second is our growing focus
on the onshore Kwanza basin where we believe there is
material upside to be unlocked given the historic production
and vastly underexplored nature of this area. Based on the
significant potential of the portfolio comprised across these
two focus areas, we believe there is scope to double existing
net production and achieve significant reserves growth in
the coming years from the Block 3/05 area, complemented
by the high potential and low-cost upside opportunity of the
largely untapped onshore Kwanza basin.
Well placed in an opportunity rich market
Alongside our near-medium term organic growth plans
we think Afentra is uniquely positioned to continue to add
further core areas in Angola on account of our established
status as a recognised operator and credible technical
partner. Angola continues to implement reform in its
Oil and Gas industry that encourages investment and
there is a recognition in-country of the important role
independents can play in meeting the country’s production
targets. As the regulator, ANPG’s fiscal flexibility, combined
with commercial awareness, is delivering activity to the
benefit of all stakeholders and supporting the government’s
ambition to grow production - with output stabilising above
the 1 million barrels of production per day threshold during
the period following the country’s exit from OPEC.
While our present focus is on Angola, the long-term strategy
remains to build a multi-jurisdictional business across target
markets in West Africa. In this regard, we continue to screen
opportunities that meet with our criteria. Our success in
Angola reflects the sheer depth of opportunities available
for Afentra. Our disciplined smart deal-making approach to
portfolio development means we are able to capitalise on
compelling opportunities in Angola that can add scale and
sustainable value creation while maintaining balance sheet
strength and avoiding shareholder dilution. For Afentra to
have assembled its existing portfolio through creative deal
structures, without raising any equity, emphasises the value
driven approach that is deep-rooted in our corporate identity.
Supportive macro tailwinds
Our value driven approach guides our decision-making
processes and we feel that this strategy is more important
than ever to create sustainable value for the long-term despite
near-term market volatility. Despite the volatility of oil pricing
and economic uncertainty, the general market dynamic is
unfolding in the way in which we envisaged when Afentra
launched in 2021. There is clear pragmatism on long-term oil
demand and even stronger rhetoric and support on the need
for Africa to develop its large resource potential to support
its development and energy transition responsibly. The
global energy transition discourse has increasingly aligned
with the long-held view across Africa and other developing
nations that oil and gas will continue to play a critical role for
decades in meeting growing energy demand. Ensuring the
responsible supply of these resources is therefore essential
to support economic growth and power emerging economies.
These factors support increasing confidence in the longer-
term viability of sector investment, and the important role
of investors and lenders to fund the necessary investment
required to meet the global demand outlook for oil and gas.
The market volatility that has been a feature in the
past couple of years requires a proactive approach and
disciplined focus on mitigating business and finance
risk. Subsequent to the year-end, this volatility has been
amplified by escalating geopolitical tensions in the Middle
East, reinforcing the importance of our disciplined approach.
Our active approach to marketing our crude sales backed
up by the hedging in place for 2025 ensured our average
realised sales price was above crude pricing through the
period, averaging $70.2/bbl. Our hedging policy for 2026
is designed to protect cash flows while retaining upside
exposure. The programme remains under active review to
secure value, and we will continue to adapt our position in
response to market conditions.
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Afentra plc
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CHIEF EXECUTIVE’S STATEMENT
A disciplined approach to long-term
value creation continued
Organic growth momentum
The year ahead is a pivotal year as we leverage the strong
portfolio position we have built and move with momentum to
the next phase of Afentra’s growth story. On Block 3/05 the
partnership post-period has begun drilling and is preparing
to execute workover activity to achieve a step-change in
production, deliver reserves and resources replacement and
ensure sustainable revenue growth for future years.
In tandem, we are undertaking technical studies on the
recently assigned, operated Block 3/24 in preparation
for development activity in 2027/28. As the operator, we
can bring our focus and experience to fast-track low-cost
development of existing discoveries and resources through
an infrastructure-led approach utilising the extensive and
upgraded Block 3/05 assets, as we seek to unlock the vast
potential and value of this new addition to the portfolio.
We have completed the enhanced Full Tensor Gravity
Gradiometry (eFTG) activity on the onshore Kwanza
basin blocks post-period during early 2026 and following
interpretation of this data we will plan follow-up 2D seismic.
We will also follow with keen interest as peers undertake
drilling activities in the adjacent licences. The dual approach
of low-cost field reactivation combined with exciting low-
cost exploration could yield very material upside for Afentra.
On track to double production
2025 was a year of material strategic progress in which
we delivered significant portfolio growth through smart
deal-making. The Strategic Review considerations have
reinforced our view that we have a significant opportunity
to continue to build Afentra into a significant value focused
independent. We will remain opportunistic and agile in our
approach to further portfolio growth and will continue to look
for compelling acquisitions in Angola and in other countries
in the region where we can build a further core area.
The current year will be a period of enhanced activity as our
organic growth story gains traction with activity across all
elements of the portfolio. The cornerstone asset of Block
3/05 is responding well to the investment programme and
Afentra remains on track with regards to the production
projections previously disclosed to the market. The level of
increase to production through 2026 remains dependent on
the outcome of the ongoing drilling programme though we
remain confident of achieving production of around 30,000
bopd gross (10,000 bopd net) in 2027 as a result of the strong
foundations already laid and the activity outlined within this
report. This is the first step to our target of doubling our net
production from the greater 3/05 area in the coming years.
To conclude, we are delighted with the progress achieved
in 2025 that will enable Afentra to unlock the next phase
of growth. We remain confident that the partnership will
significantly increase production from Block 3/05 with
the arrival of the rig and the start of drilling, and we will also
progress the development of the adjacent Blocks 3/05A and
3/24 ensuring long-term delivery of reserves and resources
replacement. As we progress all of this activity we remain
committed to improving the emissions profile associated
with these assets as we actively explore initiatives to
transform emissions into monetised gas.
Supporting our operational focus will be our underlying
discipline on costs and value creation through smart deal-
making. Certainly, we feel the evolving market dynamics are
supporting Afentra’s long-term strategy and we have built a
portfolio and reputation in an exciting jurisdiction that leaves
us well placed to deliver sustainable value for our shareholders.
Paul McDade
Chief Executive Officer
13 May 2026
25
Annual Report and Financial Statements 2025
Sound financial and
risk management
Managing liquidity, optimising a
capital structure and smart deal
making that delivers shareholder
value over the long term.
Reinvest and extend
Reinvesting in incremental
activities, including near-field
developments, that extend field
life, as well as targeting near-field
exploration opportunities.
Optimise and produce
Applying proven and
innovative technologies to
safely optimise production,
reduce emissions, and lower
the cost of operations.
Assess and acquire
Legacy production and near-
field development assets,
alongside near-field exploration
opportunities that are value
accretive with material upside.
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Afentra plc
BUSINESS MODEL
Enhancing value for all stakeholders
Positioned for sustainable growth
Afentra’s ability to enhance value stems from a combination
of deep technical and operational expertise, commercial
acumen, and a disciplined financial approach. The Company
is well positioned to take advantage of opportunities to
expand our footprint in Angola and enter complementary
target markets in West Africa, growing a portfolio of high-
quality cash-generating assets and contributing to the
accelerating African energy transition.
A critical aspect of Afentra’s success is its ability to develop
strong and collaborative partnerships. The award of its first
operatorship in Block 3/24, and the initialling of an RSC on
KON4 (with final award pending and expected in Q2 2026),
represents an important evolution for the Company and
its growth strategy, allowing for an even greater level of
influence and direct asset stewardship. Afentra also remains
committed to working as a non-operating partner in its non-
operated assets.
Strategic approach to portfolio development
Afentra’s development strategy is guided by several key
considerations:
• Building a portfolio of producing and near-field
development assets, alongside near-field exploration
opportunities which deliver significant cash flow and
where we can invest to deliver increased value
• Aligning with credible partners who share a commitment
to asset optimisation and responsible stewardship.
• Ensuring materiality of interest to maintain relevance
and influence in decision-making.
• Leveraging technical expertise to provide solutions that
enhance operational efficiency and sustainability.
• Maintaining financial discipline to support asset
investment and future M&A, and the management of
crude liftings to enhance cash flow.
• Committing to host countries by fostering local industry
participation and alignment with government priorities.
The award of operatorship in Block 3/24 further strengthens
the Company’s portfolio and expands its opportunities. Recent
transactions have provided Afentra with material producing
non-operated interests in Angola and have also demonstrated
Afentra’s credentials as a partner of choice for NOCs and IOCs.
Across both operated and non-operated assets, Afentra
applies its technical strengths to enhance asset performance,
optimise operations and reduce emissions. Through this hands-
on involvement, Afentra has consistently demonstrated its
ability to enhance asset value, optimise operations, and deliver
tangible performance improvements. This ensures that Afentra
remains an active and credible partner, driving value creation
and aligning with stakeholders’ long-term objectives.
Our business model focuses on creating value by
building a portfolio of production and near-field
development assets, alongside near-field exploration
opportunities with significant upside. The strong cash
flows generated mean Afentra is well positioned to
support a Just Energy Transition in Africa and to drive
our organic and inorganic growth strategies.
Enhancing value for all external stakeholders:
Cashflow from
long-life assets
Strong underlying cashflow
from long life stable assets
with material upside that
fund investment in the
assets and future growth
of the portfolio creating a
strong investment thesis.
Investors
Delivering a
positive impact
Our ESG strategy is
embedded into our activities
so as to have a positive impact,
reducing both environmental
impact while supporting
socioeconomic development
and the upholding of high
standards of governance.
Community and NGOs
Socioeconomic
development
Extending the life of national
strategic assets resulting
in positive socioeconomic
impacts through revenues,
employment and the
transfer of skills while
supporting a just transition.
Government
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Annual Report and Financial Statements 2025
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Afentra plc
OPERATIONS REVIEW
Asset summary
Ian Cloke, Chief Operating Officer
Continued delivery of operational progress positions the
company for the next phase of growth
2025 was a year of continued operational progress for
Afentra, marked by stable production across our core
assets in Blocks 3/05 and 3/05A and steady advancement
of the redevelopment programme. Continued production
optimisation and water injection improvement, combined
with asset-integrity upgrades have prepared the assets for
the future step-change in production through hydraulic
workovers, infill drilling and short-cycle developments.
At the same time, Afentra has expanded the scale and
diversity of its asset base, positioning the company for
substantial value creation and long-term growth. Importantly,
the award of our first operatorship in Block 3/24 adds short-
cycle, high-value development and near field exploration
potential adjacent to the existing infrastructure in Block 3/05.
Afentra’s focused approach prioritises investment in producing
and development assets to deliver sustained production growth
and generates cash flow to support further expansion and
underpins a resilient, sustainable business model.
Stable and sustained production through redevelopment
and optimisation activities
For 2025, gross production from Blocks 3/05 and 3/05A
averaged 21,268 barrels of oil per day (bopd), with peak
production exceeding 25,000 bopd, highlighting the block’s
potential for future growth. During the year, 28 light well
interventions were completed, optimising production levels
from existing wells. Upgrades to the water injection facilities
continued, with injection rates averaging ~37,800 barrels of
water per day (bwpd) (Q4 2025 at ~50,000 bwpd). Maximum
spot injection rates were in excess of 80,000 bwpd in 2025.
Asset uptime remained stable throughout the period with no
major periods of downtime.
Opex continues to track around $23/bbl. Additional
investment associated with the preparation for the 2026
drilling campaign and accelerated revamping programme
increased the 2025 capital programme from $180 million
gross to around $220 million gross (Net: $66 million).
2P Reserves (WI)
31.9 mmbo
2C Resources (WI)1
87.3 mmboe
Fourfold increase vs. previously disclosed
20.9 mmbo
Three-year average
Reserve Replacement (gross mmbo)
94%
In 2025, Afentra delivered
strengthened operational performance
across its core producing assets while
significantly expanding its Angolan
portfolio, including the award of its
first operatorship in Block 3/24 with a
40% interest. This positions the Group
for short-cycle, infrastructure-led
development and long-term growth.
31-Dec
2024
31-Dec
2022
31-Dec
2025
108
114
106
1 2C WI contingent resources of 87.3 mmboe includes 50.3 mmboe relating
to Blocks 3/05 & 3/05A independently reviewed by Sproule ERCE
and 37.0 mmboe relating to Block 3/24 which represents an internal
management estimate.
30
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Annual Report and Financial Statements 2025
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OPERATIONS REVIEW
Asset summary continued
Unlocking the next phase of growth
Afentra and its JV partners are positioned to deliver
significant, long-term organic growth from the world-class
shallow-water assets in Blocks 3/05, 3/05A and 3/24. Our
phased, capital-disciplined approach targets increased
recovery and production while reducing emissions. This
strategy is already delivering tangible results, highlighted by a
more than fourfold increase in net 2C contingent resources
to 87.3 million barrels of oil equivalent (mmboe). This
material uplift underscores the significant upside potential
across the portfolio, with the 2026-2027 infill drilling
and workover programme anticipated to deliver further
significant reserves replacement and production growth.
The foundation for this growth has been laid since 2023,
with the JV focusing on stabilising production and enhancing
performance through targeted light well interventions
(LWIs), increased water injection capacity, and infrastructure
upgrades. This multi-year redevelopment plan has delivered
material operational improvements, creating a strong
foundation that now enables us to progress into the next
phase of ramping up production through infill drilling and the
development of satellite discoveries.
Onshore Angola offers significant untapped growth
opportunities
Onshore, Afentra expanded its acreage footprint in the
Kwanza Basin during 2025 with the award of a non-operated
45% interest in KON15 and the initialling of an RSC on
KON4 with final award pending and expected in Q2 2026.
Alongside KON19, awarded in 2024, these licences position
the company to unlock low-cost early production and
exploration opportunities within an under-explored basin.
Together, the three blocks offer a complementary portfolio
with exposure to a diverse range of play types across both
post-salt and pre-salt petroleum systems, as well as multiple
opportunities to appraise and redevelop discovered but
abandoned oil fields such as Quenguela Norte in KON4 or
left behind discoveries like Bamvo in KON15.
The onshore Kwanza Basin presents substantial upside
potential as, unlike the Lower Congo and Gabon basins to
the north, it has remained under-explored for the past 40
years due to civil war and subsequent access challenges,
including extensive minefields. With 11 discovered oilfields,
entry into the basin provides a compelling opportunity
for low-cost exploration and near-term development,
underpinned by the application of modern concepts and
technologies to an area largely untouched for decades.
Enhancing asset stewardship
Enhancing asset stewardship is central to Afentra’s approach
to sustainability and operational integrity, particularly as the
Group increases its responsibilities across both operated
and non-operated assets. Ensuring the health, safety and
security of employees, contractors and local communities
remains fundamental to our operations. During the year,
Afentra’s management visited the facilities on two occasions
to review progress on the revamping programme.
In 2025, across Blocks 3/05 and 3/05A production assets,
there were zero Lost-Time Incidents (LTI), achieving a period
of 2195 LTI-free days. This performance was achieved
alongside ongoing maintenance activities and facilities
upgrades, reflecting the continued focus on proactive risk
management and safe operations.
Working alongside JV partners, Afentra continues to target
emissions reductions through ongoing facilities upgrade
programmes aimed at improving asset integrity and
operational efficiency. As part of these efforts, five gas flare
meters had been installed by year end, with commissioning
throughout 2026. This new measured data will support
improved management of flaring volumes and help to build
targeted emissions reduction plans.
Partnering for success
Since entering Angola, a core element of Afentra’s strategy
has been to foster close working relationships with both
local and international partners, ensuring alignment on asset
management, strategy and the sustainability agenda. Angola
is a core market for Afentra, offering significant value-
creation potential through abundant resources and a stable
and attractive investment environment fostered by ANPG
and the Angolan Government. Our commitment is reflected
in our expanding in-country presence, including the opening
of our Luanda office and the secondment of key personnel
within Sonangol.
Afentra has established itself as a trusted and credible partner
for government, NOCs and independents. We collaborate
closely with Sonangol and M&P on Blocks 3/05 and 3/05A,
and with ACREP, Sonangol and Enagol, across our onshore
acreage. This partnership-led approach helps reduce costs,
unlock value, lower emissions and contribute directly to
Angola’s energy-transition objectives. The proactive and
collaborative stance of the regulator, ANPG, further supports a
conducive environment for mutually beneficial outcomes.
We are also proud of our partnership with The HALO Trust,
the international landmine-clearance organisation active in
Angola for over 30 years and responsible for clearing more
than 120,000 landmines. This partnership supports the
government’s ambition of achieving mine-impact-free status
and benefits local communities by making land safe for
sustainable development.
Building momentum and future capacity
Afentra enters 2026 with a strengthened platform for
growth. Over the past year, the company has expanded
and diversified its Angolan portfolio by adding its first
offshore operatorship in Block 3/24 and building a
complementary onshore position with the non-operated
KON15 and KON19 exploration acreage in the Kwanza
Basin, and the initialling of an RSC on KON4 with final
award pending and expected in Q2 2026. This broader
footprint, combined with sustained operational progress,
positions the Group for its next phase of short-cycle,
infrastructure-led development.
Operational performance across our core offshore assets
has continued to improve, with production stabilised, water-
injection capacity expanded and asset-integrity upgrades
progressing to plan. These advances set the foundation
for increased recovery, infill drilling and the development of
satellite discoveries, delivering near-term production growth
and long-term value.
Onshore, Afentra is now well placed to unlock low-cost early
production and high-impact exploration potential within one
of Angola’s most underexplored basins. Strong collaboration
with our partners and the Angolan authorities supports
responsible development and enhances the company’s
long-term growth prospects.
With a focused investment approach, an expanded asset
base and clear operational momentum, Afentra is building
the capacity to deliver sustained production growth, strong
cash generation and long-term shareholder value.
Building momentum
for future capacity
with an expanded
diversified portfolio
and added first
offshore operatorship.
2025 Net Production
6,324 bopd
(2025 Gross Production: 21,268 bopd)
33
Annual Report and Financial Statements 2025
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Afentra plc
Strategic Report
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Corporate Governance
Group Accounts
Angola Offshore Lower Congo Basin
Blocks 3/05, 3/05A and 3/24
OPERATIONS REVIEW
Offshore Angola, in the Congo basin, Afentra holds a
material position across a world-class multi-billion-
barrel field complex covering 810 km2. This includes
a 30% non-operated interest in producing Block
3/05, a 21.33% non-operated interest in the adjacent
development Block 3/05A, and a 40% operated
interest in the adjacent exploration Block 3/24.
Established offshore infrastructure
17
Installations
4
Production / processing platforms
157
Total wells
63
Active wells (44 producers and 19 injectors)
2
mmbbls Palanca terminal FSO
37
km offshore; 40–100m water depth
World-class assets with significant potential for production and reserves growth
The Blocks 3/05, 3/05A and 3/24 field area, situated 37km offshore Angola in shallow 30-100m water depths, represents a vast,
under-developed asset with substantial potential, with eight producing fields and eight undeveloped discoveries, all within the
same prolific fractured Albian aged Pinda carbonate reservoir.
This is underpinned by established production and extensive infrastructure in Block 3/05, which provides opportunities for
production growth and reserve replacement. Furthermore, the adjacent Block 3/05A and Block 3/24 acreage offers significant
scope for infrastructure-led development of existing discoveries and future exploration.
2025 production from Blocks 3/05 and 3/05A
For 2025, gross production from Block 3/05 and 3/05A averaged 21,268 bopd (2024: 21,111 bopd) with a clear pathway to
potentially more than double production.
Clear path to material organic production growth
Oil rate kbbl/d (net)
30
25
20
15
10
5
0
2022
Illustration of future production potential based on management estimate. From 2026 onwards (inclusive), production reflects a 33.33% WI in Block 3/05 and 24.99% WI in Block 3/05A.
2024
2026
2028
2030
2032
Gas production
Upside/future work programmes
Growth from 2026/27 campaigns
Underlying production
34
Afentra plc
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OPERATIONS REVIEW
Angola Offshore Lower Congo Basin
Blocks 3/05, 3/05A and 3/24 continued
Block 3/05
Spanning an area of around 40km by 15km, Block 3/05
contains extensive field infrastructure with 157 wells
(currently 45 producing and 17 injecting water) and 17
installations, including the Palanca floating storage and
offloading (FSO) vessel for the export of oil. The licence
consists of eight mid-life producing fields: - Palanca, Impala,
Impala SE, Bufalo, Pacassa, Pambi, Cobo, and Oombo, with
gross 2P reserves of 106.3 million barrels of oil (mmbo).
The fields, discovered by Elf Petroleum (now TotalEnergies)
in the early 1980s commenced production in 1985 from
fixed platforms, which continue to operate today. Peak
production was reached in 1998 at 198,000 bopd with field-
wide waterflooding successfully used to enhance recovery
during early field production. Following the initial period of
sustained waterflooding, injection was curtailed in 2015
before being restarted but at a reduced rate in late 2020.
The success of this earlier period of sustained waterflooding
lowers uncertainty and supports the forward production
forecasts, with the current redevelopment plan again
targeting sustained field-wide water injection.
Block 3/05 holds independently audited estimated gross
2C contingent recoverable resources estimated at over
60 mmboe. The block also contains the undeveloped
Bufalo Norte discovery, which has an independent audited
estimated gross 2C contingent resource of over 11.4 mmbo
and 38 billion cubic feet (BCF) of gas.
Block 3/05 is operated by Sonangol through a JV
partnership under a Production Sharing Agreement (PSA).
In 2023, the Block 3/05 PSA was extended to 2040 with
enhanced fiscal terms.
Block 3/05A
Block 3/05A contains the undeveloped Punja, Caco
and Gazela discoveries with an estimated gross in-place
resource of over 309.2 mmboe. An independent audit
estimates there to be gross 2C recoverable resources of 98
mmbo and 290 BCF of gas.
The Gazela field, commenced production in 2015, with
approximately 2.4 mmbo recovered prior to a wellbore
shutdown in 2017. Production was restored in March 2023
with the Gazela-101 well averaging 650 bopd gross during
2025 (2024: 1,248 bopd gross). This extended production
test is helping to establish the long-term resource potential
and define the appropriate development strategy for the
Gazela field.
Block 3/05A is operated by Sonangol through a JV
partnership under a PSA. The Block 3/05A PSA, effective
since 2015, is scheduled to expire in 2035, with provisions
for extension contingent on continued production. A
significant commercial uplift was achieved in 2024, with the
Punja undeveloped discovery receiving marginal field terms,
further enhancing the economic attractiveness of this block.
Block 3/24
Afentra operates Block 3/24, a 545 km2 shallow-water
licence strategically located adjacent to its core producing
assets, Block 3/05 and Block 3/05A. The block contains
ten established oil and gas discoveries, including three
previously produced fields, with >190 mmbos Stock Tank
Oil Initially in Place (STOIIP) and 400 BCF Gas Initially in
Place (GIIP). Discovered in the late 1980s, the reservoirs
have not been re-evaluated using modern techniques. All
discovery wells were tested, with flow rates of up to 6,000
bopd. Block 3/24 is a strategic addition to Afentra’s portfolio,
offering a unique short-cycle, low-cost, infrastructure-led
development potential due to its proximity to Block 3/05,
alongside several exploration prospects identified on
existing 3D seismic. Following an initial internal review of the
discoveries, management estimates a gross 2C contingent
resource of 92.4 mmboe.
Block 3/24 is operated by Afentra through a JV partnership
under a RSC.
PARTNERSHIP
Block 3/051
Block 3/05A1
Block 3/242
Sonangol
36%
33.33%
20%
Afentra
30%
21.33%
40%
M&P
20%
26.67%
40%
Etu Energias
10%
13.33%
-
NIS Naftagas
4%
5.33%
-
1 Sonangol Operator; 2 Afentra Operator
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OPERATIONS REVIEW
Block 3/05 work programme
Delivering on the multi-year redevelopment plan
which will underpin future growth.
The 2025 work programme for Block 3/05 successfully continued the advancement
of the multi-year re-development plan to enhance asset integrity and boost recovery,
alongside a parallel programme of targeted production optimisation through LWIs. These
parallel workstreams, combining foundational upgrades with immediate production gains,
have prepared the asset for the coming step-change in performance. This readiness
was cemented in 2025 by the completion of site surveys, contractor selection, and the
ordering of long-lead items for the 2026 drilling and heavy workover campaign.
Protecting asset value: infrastructure integrity
and renewal
A core element of the 2025 work programme was a
systematic campaign of infrastructure upgrades designed to
enhance asset integrity, improve operational reliability, and
ensure the long-term value of the Block 3/05 facilities.
A major achievement was the safe completion of the FSO
Palanca’s 18-month recertification process during Q4 2025,
with formal recertification received in early 2026. Conducted
under the supervision of Bureau Veritas (BV) while the vessel
remained in continuous operation, the project successfully
recertified the hull, machinery, cranes, and lifting systems. This
milestone secures the FSO’s operational licence for the long-
term, thereby avoiding the need to drydock until beyond 2030.
In parallel, significant progress was made on a suite of other
integrity projects. Work advanced on a comprehensive
overhaul of power generation units and the recovery
of cranes across the assets, improving water-injection
equipment and platform availability whilst enhancing
reliability. Collectively, these initiatives are fundamental
to mitigating Health, Safety and Environment (HSE) and
production risks, reinforcing asset reliability, and providing
the stable operational platform required for future growth.
Production optimisation
Alongside the multi-year redevelopment plan, the 2025
work programme delivered value through activities designed
to enhance current production and maximise long-term
hydrocarbon recovery through LWIs including through-
tubing casing logging to identify bypassed oil.
Continuous production optimisation: light well interventions
During the year, 28 LWIs were completed, targeting
incremental production gains from the existing well stock.
These low-cost, high-impact activities continue to provide
excellent returns, delivering an incremental production
increase of approximately 100 bopd with typical short-
payback periods. The LWI programme remains a key, cost-
effective tool for maximising value from the asset.
Utilising through-tubing logging to identify by-passed oil
In addition, utilising through-tubing logging (TTL), 3 wells have
been successfully evaluated to identify zones of bypassed oil
behind pipe. This new programme initiated in 2025 supports
the selection and planning of future well interventions aimed at
increasing production, improving waterflood sweep efficiency,
and delivering incremental production gains. To date, the
success rate has been 100% in identifying unswept oil.
Enhancing recovery through water injection upgrades
The multi-year project to upgrade the water injection
infrastructure is fundamental to unlocking the full potential
of Block 3/05 by maintaining reservoir pressure and
maximising long-term recovery. Significant progress was
made in 2025, with the reinstatement of field-wide injection
capability with redundancy in the distribution network being
a key achievement.
Performance increased steadily throughout the year,
with average injection rates reaching ~37,800 bwpd.
Peak rates were in excess of 80,000 bwpd in 2025,
highlighting significant capacity headroom for future
injection increases. This performance enabled the joint
venture to successfully achieve its strategic objective of
a sustained injection rate of ~50,000 bwpd by year-end
2025. This achievement provides a robust platform for
future growth, with the ongoing programme designed to
ultimately deliver an injection capacity of over 150,000
bwpd beyond 2026.
Preparing for a step-change in growth
A primary focus throughout 2025 was the finalisation of
planning and the de-risking of the 2026 drilling and hydraulic
workover campaign. All critical preparatory milestones were
successfully completed during the year. This included the
selection of a turnkey drilling contractor and key quality
assurance/control (QA/QC) teams, the completion of
platform site surveys to validate rig access, the detailed
prioritisation of HWO candidates, and the ordering of all
necessary long-lead items.
1999
365 kbwpd
2015-2020
0 kbwpd
2022
15 kbwpd
2023
33 kbwpd
2024
23 kbwpd
2025
37 kbwpd
2027+
150+ kbwpd
2026
Targeting 100 kbwpd
Water injection is a key driver to sustained production growth
Block 3/05 OIIP
~3 bbo
Targeting 50% recovery
(42% Recovery to date)
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OPERATIONS REVIEW
Block 3/05 work programme continued
The 2026 campaign is designed to deliver a material
increase in production and marks the next major phase of
the redevelopment plan. The scope includes:
• Hydraulic Workovers: Maximising the reuse of existing
wellbores for both production and injection to enhance
recovery in a capital-efficient manner.
• Infill Drilling: Targeting reserves in areas of the field that
have not been drilled in over a decade, with more than
20 opportunities already identified.
• Near-field Exploration: Targeting high-impact
structures adjacent to the existing fields that could
deliver material uplift.
• Production Enhancement: Planning for the installation
of Electric Submersible Pumps (ESPs) following the
completion of ongoing power system upgrades.
The campaign’s optimised sequencing is designed to
balance production rates, operational risk, and capital
efficiency, positioning the asset for the planned step-change
in production growth.
Reducing emissions through measurement
and gas management
In 2025, the partnership installed new gas-metering
systems, improving visibility of flare volumes, composition,
and associated emissions. These insights underpin the
development of a comprehensive gas-management plan
to reduce routine flaring and enhance gas utilisation. This
holistic approach is essential for the responsible and efficient
monetisation of these oil and gas resources.
In parallel, a multi-year feasibility study is assessing potential
solutions and guiding future investment decisions, ensuring
the fields can meet long-term emissions-reduction targets
and align with a lower-carbon operating environment.
A foundation for wider growth
The foundational work completed in 2025 - enhancing
operational reliability, increasing recovery potential, and
advancing emissions management - has positioned Afentra
for a pivotal year in 2026. The Block 3/05 asset is now fully
prepared for the next material phase of investment.
The arrival of the drilling rig post-period unlocks a step-
change in growth, not only through the redevelopment of
Block 3/05 but also by creating synergies with the adjacent
licences. Block 3/05’s extensive infrastructure will serve
as a central hub for the low-cost, phased development of
satellite discoveries in Block 3/05A and the evaluation of
development options for the discoveries in the Afentra-
operated Block 3/24. This creates a coordinated, long-term
growth framework across the wider area, providing significant
operational optionality to drive continuous delivery, portfolio
progression, and sustainable value creation in Angola.
Case study
De-risking the 2026 rig campaign through a technical led approach
Building on deep technical collaboration within the joint
venture since 2022, Afentra’s expertise has been central
to de-risking the next major phase of investment in
Block 3/05: the 2026 drilling, which commenced post-
period, and the heavy workover (HWO) campaign.
Afentra’s multi-disciplinary team, with extensive
experience across geoscience, reservoir engineering,
and drilling, has been instrumental in maturing a high-
quality portfolio of opportunities. This involved detailed
subsurface analysis to identify and rank over 20 infill
drilling targets and prioritise a sequence of capital-
efficient HWOs focused on maximising the reuse of
existing wells.
This meticulous technical work was translated into
tangible operational readiness in 2025. Through a deeply
embedded partnership with the operator, the team
supported the completion of all critical preparatory
milestones, including platform site surveys, the selection
of a turnkey drilling contractor and QA/QC teams, and
the ordering of all necessary long-lead items. The result
was a fully defined and executable programme for 2026,
designed to unlock significant value by reactivating
dormant wells and accessing unswept reserves.
Crucially, the detailed processes, learnings, and technical
models developed for the Block 3/05 campaign now
serve as a blueprint for Afentra’s wider Angolan growth
strategy. It provides a repeatable model for evaluating and
planning the low-cost development of satellite discoveries
in Block 3/05A and maturing the proven discoveries in the
Afentra-operated Block 3/24, underpinning the company’s
ability to deliver sustainable, long-term growth.
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OPERATIONS REVIEW
Afentra’s operated Block 3/24 offers
low-cost, short-cycle development
opportunities adjacent to existing
infrastructure. The block contains ten
proven oil and gas discoveries, including
three previously produced fields, and
also holds significant infrastructure-led
exploration potential.
All wells have been tested, delivering flow rates up to 6,000
bopd, with a block-wide volume estimated >190 mmbo
STOIIP and 400 BCF GIIP already discovered, though
reservoirs have yet to be re-evaluated using modern
techniques. This significant discovered volume underpins
a material contingent resource base, with a management
estimate of 92.4 mmboe of gross 2C resources, which the
work programme is designed to mature towards development.
Located around 5 km from the Block 3/05 producing
infrastructure in shallow water, the area is ideal for small-scale
platform deployment. The initial development of the block
is being fast-tracked, with the focus on the GPQ (Golungo-
Palanca NE-Quissama) infrastructure-led development plan.
This phased project is targeting an initial production rate of
up to 10,000 bopd and is being advanced toward a Final
Investment Decision (FID) targeted for Q4 2026.
Block 3/05A work programme
Block 3/24 work programme
Block 3/05A, strategically positioned adjacent to the Block 3/05 field infrastructure
and Afentra’s operated Block 3/24, represents a key growth area for Afentra, housing
the undeveloped Punja, Caco, and Gazela discoveries. These assets collectively hold
an estimated 300 mmbo of oil in place, with Afentra’s gross 2C recoverable resource
estimate standing at 98 mmbo and 290 BCF.
Our ongoing activities in Block 3/05A are yielding valuable
insights. The Gazela field, which initially came online in 2015,
saw approximately 2.4 mmbo recovered before a wellbore
shutdown in 2017. Following successful restoration in
March 2023, the Gazela-101 well has demonstrated robust
performance, averaging 650 bopd gross throughout 2025.
When combined with our detailed subsurface mapping of
the Caco and Gazela fault compartments, this extended
production test is crucial for de-risking the long-term
resource potential and refining our optimal development
strategy. The resulting identified well opportunities
have been rigorously ranked to strategically inform the
2026/2027 drilling campaign.
Infrastructure-led development potential
Advancing the development concepts for Block 3/05A
remains a high priority. Recognising the high gas-oil ratio of
the Punja field reservoirs, an integrated gas management plan
spanning both Blocks 3/05A, 3/05 and 3/24 is paramount.
This holistic approach is essential for the responsible and
efficient monetisation of these oil and gas resources. In
alignment with our environmental commitments, we are
thoroughly evaluating all alternatives to flaring excess gas
from future developments in collaboration with the JV
partnership. Multiple options to reduce flaring are under active
consideration, including the commercial export of excess
gas via the nearby ALNG network or re-injection into existing
fields. Both pathways will require a comprehensive review and
potential upgrade of existing compression infrastructure.
The JV partnership is committed to a phased development
strategy for Punja and Caco-Gazela. This approach is
designed to progressively gather appraisal data, mitigate
subsurface uncertainty, and generate early cash flow through
initial production. A thorough screening and ranking process
for various development concepts is underway, targeting an
optimised Final Investment Decision (FID) in the near term.
Case study
GPQ: Near-term, operated infrastructure-led growth
The initial development focus for Block 3/24 is the
Golungo-Palanca NE-Quissama (GPQ) area, which
represents a key near-term organic growth catalyst for
Afentra. The discoveries are 3 of the 10 identified on
the block.
Our strategy is centred on a low-cost, fast-track
development. Leveraging the GPQ area’s proximity - just
5km from existing Block 3/05 facilities with available
capacity and in shallow water - we can minimise capital
expenditure with a phased development plan and
accelerate time to first oil. The initial development plan
focuses on well re-entry and optimisation studies, targeting
a Final Investment Decision (FID) in late 2026 for a project
with the potential to deliver up to 10,000 bopd (gross).
As Afentra’s first operated development, GPQ provides
a clear pathway to material value creation. It will unlock
previously stranded resources and establish a repeatable,
low-cost development blueprint that can be applied
to other discoveries, converting the block’s significant
resources into production and reserves.
Block 3/05A OIIP
~300 mmbo
Targeting 30% recovery
(1% Recovery to date)
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Untapped hydrocarbon potential
KON4, KON15 and KON19 are all located in the proven yet
significantly under-explored onshore Kwanza basin. This
presents an early-stage opportunity with significant growth
potential. Entry into this basin, where 11 oil fields have been
discovered (with approximately 400 mmboe of oil in place,
of which around 90 mmboe has been produced to date),
offers a value-driven strategic opportunity for low-cost
redevelopment and near-term and low-cost exploration in a
proven basin, by applying fresh ideas and modern concepts
to an area where the last exploration well was drilled in 1982
and no new technology has been applied for 40 years.
These onshore blocks were high graded by Afentra as they
have good signs of a working petroleum system and contain
wells that were drilled on a variety of structures with light oil
recovered to surface in one, and oil shows in others from
both post- and pre-salt reservoirs.
The onshore basin is analogous to nearby regional basins
such as the Lower Congo and Gabon basins, which contain
over 2 Bn boe and 3.5 Bn boe of discovered reserves
respectively. In contrast, the Kwanza basin has less than 100
mmboe of currently recognised 2P reserves, highlighting its
significant untapped potential.
We continue to evaluate additional opportunities utilising
modern technologies such as eFTG and new 2D seismic
acquisition alongside techniques that the team have
successfully deployed in other regions of Africa.
Taking a basin-wide approach
The utilisation of eFTG across KON4, KON15 and KON19
represents the first modern, large-scale geophysical
programme in the basin in decades and is designed to
provide a new understanding of the subsurface geology. The
data from the eFTG survey will be integrated with legacy well
and seismic data to de-risk the basin and high-grade the
most promising areas. The interpretation of this integrated
dataset will then guide the subsequent, more targeted 2D
seismic acquisition campaigns, forming the basis for future
prospect definition and exploration drilling. This systematic,
technology-led approach is fundamental to efficiently
unlocking the full exploration potential of Afentra’s strategic
Kwanza onshore acreage.
OPERATIONS REVIEW
In June 2025, Afentra announced that it had initialled an
RSC for KON4 with final award pending and expected in
Q2 2026. Under the terms of the KON4 RSC, Afentra will
be Operator with a 35% equity interest. The Block offers
both short-cycle, low-cost production opportunities linked
to field redevelopment, alongside low-cost, near-term
exploration potential.
Block KON4 covers 1,387 km2 and is situated in a historically
productive area of the onshore Kwanza Basin. The Block
features the Quenguela Norte field - the largest Angolan
onshore discovery to date - estimated to hold over 200
mmbo of discovered oil in place. The field achieved peak
production of 12,000 bopd, with 46 mmbo recovered
before it was eventually shut-in and abandoned in 1999. This
represents an opportunity to unlock significant value through
the reactivation of this and other legacy oil fields, supported
by modern technology and redevelopment techniques
that have advanced considerably since the fields were last
in production decades ago. The commercialisation plan is
aided by the fields’ proximity to infrastructure, creating a
pathway for early production export to the Luanda refinery.
During January 2026, the KON4 joint venture commenced
acquisition of the eFTG survey, with data acquisition
targeted for completion in Q1 2026, followed by the
interpretation phase. Field reconnaissance has also been
completed to assess infrastructure, access routes and
the surrounding community landscape. The new eFTG
dataset, together with legacy seismic and well information,
will be integrated to update the subsurface model and play
analysis, refining priority areas for redevelopment. This will be
followed by planning for future well re-entries and 2D seismic
acquisition, including environmental permitting and early-
stage vendor engagement.
Afentra is well-positioned to unlock early production
and untapped exploration opportunities in the proven
onshore Kwanza basin from KON4, KON15 and KON19
Angola Onshore Kwanza Basin
KON4
Kwanza Basin Onshore OIIP
~400 mmboe
90 mmboe recovered to date
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KON15 and KON19
Afentra holds a 45% non-operated interest in both KON15
and KON19. The blocks are located adjacent to the legacy
Tobias and Galinda oil fields and offer significant potential
within Angola’s prospective post- and pre-salt formations.
With significant advances in exploration technology since the
last well was drilled over 40 years ago, these blocks can now
be rapidly explored and appraised, potentially leading to early
development and production. Supported by a favourable
investment environment, these licences will expand Afentra’s
footprint in this attractive Angolan market by diversifying our
portfolio, which is principally focused on low-cost, long-life,
stable production and low-risk development assets.
The initial phase of a basin-wide eFTG survey, launched
in August 2024, has now been completed for KON19, with
remaining infill lines on KON15 completed post-period in
early 2026. This advanced eFTG technology will enable a
more comprehensive subsurface analysis of the 25,000 km²
onshore Kwanza basin - an area largely unexplored in recent
decades - and help identify the most prospective regions.
The eFTG interpretation will guide the design of future 2D
seismic surveys and identify priority areas. Environmental and
regulatory preparations for 2D seismic acquisition and future
field operations are ongoing, with acquisition expected in
2026 and interpretation to follow in 2027. Together, the eFTG
and new 2D seismic results will support prospect definition
and future exploration well planning.
KON15 PARTNERSHIP
Sonangol P&P (Operator)
55%
Afentra
45%
KON19 PARTNERSHIP
ACREP (Operator)
45%
Afentra
45%
Enagol
10%
Afentra also holds a 40% non-operated interest in Block 23,
a deepwater exploration licence with a proven hydrocarbon
potential and no outstanding work commitment.
Block 23 is a 5,000 km2 exploration and appraisal block
located in the offshore section of the Kwanza basin in
water depths ranging from 600 to 1,600 meters, with a
proven working petroleum system, and is in proximity to
TotalEnergies Kaminho future deepwater development.
Whilst this large block is covered by modern 2D and 3D
seismic data sets, with no outstanding work commitments
remaining, much of the block remains under-explored.
BLOCK 23 PARTNERSHIP
TBC
40%
Afentra
40%
Sonangol
20%
Angola Offshore Kwanza Basin - Block 23
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Annual Report and Financial Statements 2025
PROFILE
Operations Manager – Johannes Kalunka
Could you tell us a bit about yourself and your
professional background?
I’ve spent over sixteen years with ExxonMobil in upstream
oil and gas, working across Africa, Europe and the US in
both technical and senior managerial roles. While in Angola,
I led a combined Luanda–Houston organisation responsible
for Drilling, Completions and Subsea activities in Block 15.
Earlier in my career I was placed on an executive-leadership
path, which gave me very broad exposure across multiple
basins and the full upstream lifecycle - from early appraisal
through to late-life operations, decommissioning and even
an assignment focusing on Carbon Capture and Storage,
Hydrogen and Lithium developments in Europe.
Having lived in Angola for many years, being married to an
Angolan while also being a permanent resident in Luanda
myself, developing local technical talent has been a long-
standing focus for me. I’ve had the privilege of mentoring a
number of highly talented Angolans who have now gone on to
take senior leadership roles in major operators and within the
regulator. Advancing this capability in-country is something I
genuinely care about.
These diverse experiences shape the way I approach
every project today, bringing a blend of technical depth,
operational focus and commercial discipline that underpins
how we plan to drive sustainable value across Afentra’s
operated assets in Angola.
Tell us about your role and how it is evolving as Afentra
expands its portfolio of assets in Angola?
My role covers the full operational and development scope
for Afentra’s operated assets in Angola, including offshore
licences like Block 3/24 and onshore areas such as KON4
(award expected in Q2 2026). The opportunities we’re
assessing and planning for span the entire upstream lifecycle
- early exploration and appraisal, redevelopment of previously
abandoned or under-appraised fields, and execution planning
across both onshore and offshore environments.
Ultimately, my focus is simple: build an execution-capable
organisation, ensure decisions are grounded in strong
technical and commercial discipline, and create a coherent,
value-driven plan across all operated assets.
The Block 3/05 fields are mature assets - how are
Afentra and the partnership working to unlock their
full potential?
Block 3/05 is a classic mid-life asset with very material
remaining potential, and the partnership has taken a
structured, phased approach to unlocking that value. Over
the past three years the JV has delivered production growth
through light-well interventions and facility recovery. In
2023, the JV also launched a multi-year asset recovery
plan focused on extending field life, improving reliability,
and reducing emissions. This project is now well progressed
and includes targeted upgrades to compressors, power
generation, water injection and flowlines, as well as
recertification of the Palanca FSO. With the PSA extended
to 2040, the partnership is now well positioned for the
next phase: workovers, infill drilling, tie-backs of appraised
satellite fields, and maturing near-field opportunities that can
materially grow production in the medium term, including our
operated asset Block 3/24 nearby.
What initiatives are underway to reduce emissions from
field infrastructure?
The JV has taken a data-driven, phased approach to
emissions reduction. In 2024, we supported a LiDAR
fugitive-emissions survey to establish a baseline and
identify methane-leak hotspots, which Sonangol has already
integrated into its maintenance plans.
In 2025 the partnership installed new gas-metering systems,
providing improved visibility on flare rates, composition and
associated emissions. This data underpins the development
of a holistic gas-management plan aimed at reducing routine
flaring and improving gas utilisation.
In parallel, a multi-year feasibility study is underway to evaluate
solutions and guide future investments, ensuring the fields can
meet long-term emissions-reduction targets and align with the
transition to a lower-carbon operating environment.
With Afentra taking on operatorship of Block 3/24
offshore - adjacent to Blocks 3/05 and 3/05A - and with
award of operatorship on the KON4 licence onshore
expected in Q2 2026, what difference will this make to
operations and future growth?
Operatorship gives us control over pace, cost and
prioritisation, allowing us to focus resources where they
create the most value. In Block 3/24, proximity to 3/05 and
3/05A means we can leverage existing infrastructure and
significantly shorten the cycle from concept to first oil. In
KON4, operatorship will let us run a focused exploration and
appraisal programme, integrate insights from the recent
eFTG survey, and plan a targeted re-entry sequence to
bring discovered but dormant resources onstream quickly.
Together, these assets mark Afentra’s transition from a
partner to a capable regional operator - opening the door to
material organic and inorganic growth.
Looking ahead, what excites you most about Afentra’s
future projects in Angola, and how is the company
integrating sustainability into its long-term
operational strategy?
Angola’s Kwanza Basin still has significant remaining
potential - mature barrels that haven’t been fully optimised,
near-field prospects that haven’t been properly tested,
and onshore resources that can be developed at low cost.
Our current footprint gives us the ability to pursue those
opportunities quickly and selectively. On sustainability,
our focus is practical: lower-intensity barrels, minimal new
infrastructure, better reliability and a strong local workforce.
By staying disciplined on cost, emissions and execution, we
can ensure these assets remain competitive for the long
term - and that’s what makes the future genuinely exciting.
As Afentra transitions into its next
phase of growth, Johannes Kalunka,
Afentra’s Operations Manager based
in Luanda, shares his perspective on
unlocking the full potential of Afentra’s
portfolio, the critical importance of
operatorship, and how a disciplined,
execution-focused approach will
deliver sustainable value in Angola.
Johannes Kalunka, Operations Manager - Angola
Financial performance
Stakeholder value
Resilient shareholder
returns
ENABLES LONG TERM VALUE CREATION
Enables operational efficiencies and uptime
Production volumes
DRIVES OPERATING PERFORMANCE
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Afentra plc
Sustainability framework
Zero safety
incidents
Zero
LOPCs
Reduced
emissions
Zero human rights
incidents
Investment into
our communities
Social
responsibility and
human rights
Thriving
communities
Working
safely
Environmental
stewardship
Climate
action and
decarbonisation
Sustainability in the oil and gas industry requires a
balanced approach that integrates sustainability
principles with long-term operational and financial
resilience. Building upon the material topics identified
through our prior internal assessments, Afentra’s
sustainability framework continues to be guided by the
IPIECA reporting framework.
This framework ensures our efforts target areas of highest
impact particularly health and safety, environmental
stewardship, climate action, social responsibility, and
community engagement. By embedding these priorities
across the organisation, we aim to enhance performance,
manage sustainability-related risks, and deliver
measurable benefits to all stakeholders.
EFFECTIVELY MANAGING IMPACTS
SUSTAINABILITY
Embedding sustainability across our activities
Our mission is to be a trusted partner for host
governments and international oil companies in the
responsible transition of legacy assets into modern,
efficient, and lower-emission operations.
Afentra remains committed to supporting a just and
inclusive energy transition. This involves balancing
socio-economic development with emissions reductions
and supporting the transition to renewable and low-
carbon energy sources. Our expanding asset base
in Angola, including operatorship of Block 3/24 and
increased interests in Blocks 3/05 and 3/05A, reflects
this commitment as we work alongside our partners and
stakeholders to create a skilled, safe, and diverse upstream
industry that delivers long-term socio-economic benefits.
Sustainability matters continue to be integrated into our
M&A and project screening processes. This approach
ensures that social, environmental, health, safety, and
climate-related factors are embedded alongside technical
and commercial criteria.
Working with our JV partners, we continue to prioritise
reducing the environmental footprint of our operations through
energy efficiency, improved emissions management, and
established sustainability practices. In 2025, these collective
efforts supported stable operational performance, enhanced
uptime, and optimised production across the asset portfolio.
Streamlined Energy and Carbon Reporting (SECR)
Afentra qualifies as a low-energy user for the year ended
31 December 2025 and is exempt from detailed SECR
reporting requirements. However, in the interests of enhanced
transparency, Afentra voluntarily reports its UK emissions, in
line with the UK’s Streamlined Energy and Carbon Reporting
(SECR) framework. A summary of the Group’s energy
consumption and associated emissions for its UK operations
is contained in the Directors’ Report at page 92.
Managing health, safety and environmental matters
To strengthen how we manage health, safety, and
environmental risks, Afentra developed a HSE Management
System (MS) in 2025. The system is designed to meet
current business needs while accommodating future
growth and aligns with applicable regulatory and industry
best-practice requirements in the UK and globally, providing
a structured framework for HSE risk management across
our operations.
The next stage involves the development of HSE MS
Standards, which will support the transition from non-
operated to operated management of offshore and
onshore assets. In 2026, these standards and associated
processes will be revisited and assessed to ensure they are
fully suitable for operational activities and are implemented
as designed.
Afentra marked a milestone in 2025 as it assumed operatorship for the first time, increasing
its direct responsibility for safety, environmental performance and community engagement.
This progression reflects Afentra’s continued focus on integrating sustainability into day-
to-day operations, with particular attention to operational integrity, emissions management
and delivering tangible benefits to our host communities.
This sustainability review reflects Afentra’s ongoing dialogue with stakeholders and
continues to be guided by internationally recognised frameworks, including the Global
Reporting Initiative (GRI), the Sustainability Accounting Standards Board (SASB), and the
United Nations Sustainable Development Goals (SDGs).
Sustainability
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Annual Report and Financial Statements 2025
Sustainability framework continued
SUSTAINABILITY
Lost Time Incident (LTI)-free days
2,195
At Afentra, ensuring the health, safety, and security of our employees, contractors, and
local communities remains our highest priority. We maintain a proactive safety culture,
set clear expectations, and continuously strive to improve performance through learning,
engagement, and leadership.
Safety milestones
2025 saw continued strong safety performance across
our Angolan Non-Operated sites. The assets Block 3/05 &
3/05A achieved 2195 Lost Time Incident (LTI)-free days,
maintaining our record of zero major incidents despite
increased operational activity related to interventions and
infrastructure upgrades.
Building on 2024’s strong performance, safety oversight
continued to strengthen. Management safety visits
increased to 30, surpassing the prior year’s target.
The planned upgrade to the STOP card hazard reporting
system progressed in 2025, with implementation now
scheduled for testing in early 2026. This digitalised system,
led by the Operator IT team, will include Personnel On Board
functionality to further strengthen incident prevention and
hazard tracking.
Cybersecurity and data privacy
During 2024, Afentra strengthened the foundations of its
cybersecurity and data privacy, enhancing protection across
its digital operations. In 2025, these measures were further
developed as the Group continued to adapt to an evolving
cyber risk landscape.
Email security protocols were upgraded to provide improved
safeguards against malicious intrusion and spoofing. With
data sharing now an integral part of collaboration between
organisations, Afentra introduced additional controls to ensure
information is accessible only to its intended recipients.
Recognising the needs of a mobile workforce operating
across two principal locations, Afentra also initiated a project
in 2025 to enhance the security of laptops and data when
employees are travelling. This initiative is designed to reduce
the risk of unauthorised access in the event of loss or theft
and reflects the Group’s ongoing focus on maintaining
resilient information-security practices.
Afentra is committed to responsible environmental management through efficient
resource use, pollution prevention, and biodiversity protection. We recognise that
maintaining the integrity of our assets and surrounding ecosystems is central to
sustainable operations.
Asset integrity
Following the successful 2024 maintenance campaign,
2025 saw continued upgrades across the Block 3/05 and
3/05A facilities. The Palanca FSO recertification process
was successfully completed in Q4 2025 by Bureau Veritas,
with formal recertification received in early 2026. This
milestone secures the FSO’s operational licence for the long-
term avoiding the need to drydock until beyond 2030.
The multi-year facilities revamping programme also
progressed during 2025. The second barge was mobilised in
May to support ongoing works at Cobo-Pambi, PacF4, and
Palanca, improving logistics and manpower deployment.
This programme aims to restore and reinforce asset integrity,
mitigate HSE and production risks, improve operational
reliability and ensure long-term value of the facilities.
Water management
Water management remains a critical component of
environmental stewardship. Following further technical
assessment in 2025, the planned upgrade of the Produced
Water Treatment System (PWTS) was redesigned to deliver
a more practical and maintainable solution. Engineering work
continues, with implementation rescheduled for 2026.
In parallel, operations continued to meet regulatory Oil
in Water (OIW) limits, averaging 32 ppm during 2025, as
improvement plans advance toward the long-term target
range of 15–20 ppm.
Working safely
Environmental stewardship
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Sustainability framework continued
SUSTAINABILITY
Afentra recognises the environmental impacts associated with oil and gas operations.
As we continue to grow our operated and non-operated portfolio, we recognise our
responsibility to reduce emissions, enhance energy efficiency, and strengthen climate
resilience across our assets.
Our approach
Afentra’s climate strategy is built around three principles:
• Measurement: strengthening our understanding of
operational emissions sources.
• Mitigation: implementing projects in collaboration with
partners to reduce emissions.
• Collaboration: engaging with partners and regulators to
meet Angola’s low-carbon transition.
Through these pillars, Afentra continues to advance
practical emissions reduction measures while maintaining
operational excellence and energy security.
Climate governance
The Board is informed of climate-related risks, opportunities,
and emissions performance as part of its broader oversight
of the company’s operations and strategy.
Updates on emissions reduction initiatives, including those
at operated and non-operated assets, are provided to the
Board and senior management to support transparency and
informed decision-making.
Climate strategy
In 2025, Afentra deepened its positioning in Angola through
the acquisition of increased non-operated interests and
entry as operator of Block 3/24. This provides a regional
perspective to monitor and manage operational emissions
and to explore opportunities for efficiency improvements.
Key areas of focus include:
• Reducing emissions intensity through improved flare
management and energy efficiency.
• Identifying gas utilisation and monetisation pathways.
• Supporting the national target to eliminate routine
flaring by 2030.
Managing climate-related risks and opportunities
Afentra continues to monitor physical and transition-related
factors, recognising potential impacts from climate change
and evolving energy policies.
Physical risks include potential impacts from severe weather,
rising sea levels, and heat stress on personnel. Planning
considers operational safety, maintenance scheduling, and
infrastructure resilience.
Transition risks relate to changes in energy policy, market
dynamics, or regulatory requirements. These are managed
through monitoring of national and international policies and
coordination with operators to reduce emissions where feasible.
Potential opportunities arise from efficiency improvements,
gas utilisation, and emissions reduction measures
implemented in collaboration with partners.
Emissions monitoring and flare management
Accurate measurement and transparent reporting of
emissions are central to Afentra’s decarbonisation approach.
In 2025, significant progress was made in improving
emissions quantification through the Flare Metering
Upgrade Programme on Block 3/05. Five new flare meters
were installed, including one additional unit at the Bufalo
platform, expanding coverage across all major facilities.
Commissioning will continue throughout 2026, providing
for the first time a reliable baseline for monitoring flaring
volumes and enables the development of targeted
emissions-reduction plans in collaboration with the
operator and partners.
Afentra remains committed to respecting human rights, creating a diverse and inclusive
workplace, and upholding the highest ethical standards in all our operations.
Workforce practices and team diversity
Our workforce continues to grow in alignment with our
operational expansion. By the end of 2025, women
represented 44% of our total workforce and 33% of senior
management roles. Our team comprises 12 nationalities,
reflecting the diverse backgrounds and experiences that
drive our culture of collaboration and innovation.
Governance and ethical conduct
Our Code of Ethics and Business Conduct underpins all
corporate activities. We maintain a zero-tolerance policy
on bribery, corruption, and human rights violations. All staff
have been required to complete mandatory Anti-Bribery
and Corruption (ABC) training scheduled in 2025 in order to
ensure consistent adherence to our principles of integrity and
transparency and they receive periodic training updates on
ABC and other connected topics. The importance of ABC and
the principles underlying ABC compliance are communicated
to our suppliers, contractors, and business partners at the start
of our relationship with them and training can be provided to our
contractors where we consider it necessary.
Local capacity building
In Angola, we continued to strengthen our local presence
through the leadership of our Country Manager in Luanda.
Engagement with host communities, government
bodies, and partners remained active throughout the
year, supporting the development of local expertise and
advancing employment and training opportunities.
Complementing this, the second Leak Detection and
Repair (LDAR) survey was completed in December 2025,
which identified and quantified fugitive methane emissions.
Insights from these surveys directly inform maintenance
and integrity programmes, ensuring continuous
improvement in emissions performance.
Metrics and targets
Afentra monitors and reports its operational and equity-
share greenhouse gas emissions and energy use. Further
details on emissions data, energy consumption, and related
performance indicators can be found in Afentra’s annual
Streamlined Energy and Carbon Reporting (SECR) disclosure.
Climate action and decarbonisation
Social responsibility and human rights
Total women in workforce
44%
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Afentra plc
Thriving communities
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Group Accounts
Sustainability framework continued
SUSTAINABILITY
Our long-term success depends on the prosperity of the communities in which we
operate. Afentra seeks to build lasting partnerships that deliver tangible benefits, aligned
with national priorities and local needs.
Community engagement
Following foundational community needs assessments
completed in 2024, Afentra advanced plans in 2025 to develop
targeted community initiatives focused on education, health,
and infrastructure near Luanda and other operational areas.
These assessments have informed the design of future social
investment programmes expected to commence in 2026.
As part of our commitment to capacity building, Afentra
contributed $293,743 in training fees to the Angolan
National Agency for Petroleum, Gas and Biofuels (ANPG)
during 2025, supporting local skills development. Additional
training levies will be applied to our participation in onshore
Blocks KON15 and KON19.
Partnering with The HALO Trust
Our partnership with The HALO Trust continued in
2025, supporting Angola’s national goal of becoming
mine-impact free. Funding provided by Afentra
contributed to ongoing demining operations, directly
enhancing safety and enabling sustainable land use in
affected regions. This initiative reflects our commitment
to impactful community investment that aligns safety,
environmental recovery, and human development.
In 2025, Afentra’s crucial support was instrumental in
enabling HALO Angola to deploy specialist demining
teams and maintain essential equipment. This ensured
clearance operations continued in some of the country’s
most vulnerable communities, specifically facilitating the
three-month deployment of a dedicated team of 11 people
(54% women). This team operated in the high-priority
Cuando and Cubango provinces, including areas within the
ecologically significant Okavango River Basin, utilising three
4x4 Land Cruiser vehicles for mobility in remote minefields.
• 1,568m2 of land cleared, 125 explosive items destroyed,
including 85 anti-personnel landmines.
• 2,037 community members directly benefited from
the cleared land.
• 99% of surveyed households reported a significant
reduction in fear and a stronger sense of safety.
• 95% of surveyed beneficiaries gained enhanced
access to essential services and infrastructure.
This vital work not only protected lives but also directly
improved access to critical resources like agricultural land,
schools, water, and transportation, while creating new
employment opportunities for Angolan communities.
This effort significantly contributed to Angola’s progress
towards meeting its Article 5 obligations under the Anti-
Personnel Mine Ban Convention.
As Abreu Samba, a farmer from Musombo village,
shared, “I grew up in Musombo village where landmines
shaped every part of our lives. From childhood we were
taught where we could and could not walk. Our farming
land was limited, and we lived in constant fear. Seeing
HALO finally clear these landmines brings me real hope
for the future.”
By making land safe, we are not only protecting lives
but also unlocking opportunities for sustainable
development and conservation efforts in one of Africa’s
most important ecosystems.
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BUSINESS RISK
Principal business risks
Category
Risk
Mitigation
Change
Strategic and Economic
• Competition, barriers to entry
• Country risk
• Pre-emptive rights
• Climate change
• Competitors have greater financial and technical resources.
• Difficulty raising capital for new acquisitions and/or to fund development activities.
• Adverse economic, fiscal, geopolitical or social instability, including uncertainty
around future elections in Angola, the associated impacts and/or sanctions imposed
by host or other governments.
• Governments or JV counterparty’s exercise pre-emptive rights over assets and
corporate acquisitions.
• Climate change and the energy transition is adding to market volatility and could
have a negative impact on smaller independent hydrocarbon E&P companies.
• Through staff expertise, robust financial systems and economic models, optimise deal evaluation and bid
processes to move quickly and competitively to value / price the appropriate opportunities.
• Management has and maintains a proactive dialogue with existing and prospective debt and equity
investors, and has a strong track record. Good appetite for quality acquisitions remains.
• The Board and management monitor and consider political, regulatory, fiscal, and social risks associated
with all target assets. Mitigate through proactive relations with host governments, and JV partners, utilising
local advisors/experts as required. Leverage new Angola office and in-country staff for relationship building
and information gathering.
• Develop deeper understanding and pro-active relationships with key decision makers of branches of
governments and JV partners in targeted jurisdictions to evaluate the risk of pre-emption ahead of material
deal expenses and deal time commitment.
• Climate related risks and opportunities (arising from a just transition) are core to the company’s vision and
strategy and underpins all evaluation of potential assets and markets.
▲
Operations – Non-operated
• Health & Safety
• Single point of failure
• Well execution
• GHG Emissions
• Contractor performance
• Licence extension and contract
compliance
• Incidents occurring on oil & gas facilities resulting in loss of containment, production,
environmental damage and / or personnel injuries.
• Single point failures (FSO and Gas Compressor) in the operation could result in a
serious incident potentially shutting down operations.
• Poor execution of rig related activities could result in loss of well or significant overspend.
• High levels of flaring results in non-conformance to zero flaring by 2030, reputational
damage, and potential fines due to breaching limits.
• Complexity around contractor selection and performance management on a large
development could result in sub optimal outcomes resulting in a loss of value.
• Failure by the Operator and JV partners to meet work programme obligations could
result in the loss of the licence, financial penalty, or a dilution of the Group’s interest.
• Work with Operators to understand / influence how operational facilities are staffed with experienced and
fully trained personnel. Ensure robust communications with the Operators expectations around safety critical
maintenance (undertaken when required and not delayed), and risk assessment procedures and practices,
ensuring both are fully documented and rigorously followed by requisite personnel. Look for verification on
facility site visits. Ensure operational risks are covered by insurance where possible. Secondees installed within
Sonangol to focus on process engineering. Digital stop card process introduced with active reporting ongoing,
whilst digital time cards planned. Ensure robust plans in place for planned 2Q 2026 shutdown.
• Continue to monitor maintenance workplans across the entire operations, prioritising safety and
operational critical work. FSO recertified in 2025 through to 2030. Accelerated replacement of gas
compressor under refurbishment.
• Ensure operator integrates all workstreams and rig selection is robust. Review drilling support package and
engage with JV partners to ensure partner group alignment.
• Influence Operators to reduce flaring by measuring data to understand exact level of flaring, identifying
potential solutions to reduce flaring from incremental reductions to zero flaring, and influence the Operator
to deploy GHG reduction technologies. Continued increased water injection.
• Support Operators in contractor evaluation and selection procedures, advise on best practices, jointly
participate in contractor performance management including KPI selection and ongoing monitoring.
• Ensure key personnel and partners fully understand all obligations to ensure work programme progression is met.
►
▲ Increased ▼ Decreased ► Unchanged
The long-term success of Afentra depends on the ability to successfully acquire assets that align with the Group’s purpose and
strategy and to manage those assets responsibly and sustainably for the long- term, creating value for all stakeholders. In achieving
that long-term success, the Group is exposed to a number of risks and uncertainties which could have a material adverse impact on
the delivery of the strategy and the future business. The Board and Senior Executive Team recognise and fully understand the need
to have a risk identification, mitigation, and management process in place to ensure that key risks to the business are discussed,
documented, and ultimately successfully managed, ensuring transparency of both content and process. The risk management
process and risk register is owned by the CFO and is reviewed regularly by the Executive Directors and the Audit Committee.
The risks to the Group’s business were refreshed during the year and reflect the completed and in progress acquisitions in Angola
and their impact to the organisation. As such, documented below are an updated set of principal risks and mitigations in relation
to the delivery of the Group strategy and purpose.
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Strategic Report
Overview
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Group Accounts
Principal business risks continued
BUSINESS RISK
Category
Risk
Mitigation
Change
Organisation
• IT Systems
• Attracting, retaining sufficiently
skilled personnel
• Risk of an IT systems failure resulting in the loss of key data or rendering the business
inoperable for a period, and / or a cyber security threat manifesting resulting in loss of
data security and potentially value.
• Failure to attract and hire the requisite technical and functional staff with the right
experience to support the firm as it grows, resulting in operational, technical and
functional issues.
• Disaster recovery and business continuity plans were developed in 2023 and are reviewed every six months
to ensure relevance to maintain business critical functions.
• All legacy seismic data backed up and stored offsite and non-seismic data is backed up daily and stored
both on- and off-site in the cloud.
• Hosted exchange service from Microsoft with Service Level Agreement for downtime on exchange and
SharePoint less than 45 minutes per month. All incoming and outgoing email are archived in an immutable
form, providing some protection from Ransomware, Phishing and Malware.
• Email validation implemented in 2024 to protect against spoofing and phishing. Training for all employees
on IT security, email phishing awareness, and anti-spoofing. URL and attachment scanning in place in 2025.
• Microsoft security measures in place including multifactor authentication, conditional access, and password
recommendations and access key pass placed on the server room.
• Personnel requirements assessed regularly and plans are in place to ensure business continuity can
continue in the event of a shortage of requisite skills.
• Local market conditions are continually monitored to ensure a competitive salary, bonus, and training
framework is in place to retain and attract new staff when required.
►
Financial
• Commodity (oil) Price risk
• Counterparty default
• Bribery and failure to prevent
bribery
• Volatile commodity prices (both low or high) impacting buyer and seller expectations,
impacting ability to acquire assets.
• Low commodity prices could impact liquidity and the ability to service debt and
generate positive cash flow.
• Risk of default of bank holding deposits, off-taker of production, contractor/supplier
or JV partner not fulfilling obligations.
• Sanctions to partners could impact JV operations.
• Risk that a partner, business associate or an employee may, in the course of
business, offer to pay (or may previously have offered to pay) bribes, unjustifiable fees
or gifts to middlemen which could damage our reputation and result in Afentra being
in contravention of laws that prohibit such action, including the UK Bribery Act 2010,
or which, by association, may result
• The Company will only bid on assets priced within the Group’s financial framework which will include
mixtures of debt and equity capital raises. Key economic KPIs will need to be achievable to enable asset
bids to be approved for progression via the Board. The Company manages its exposure to oil price volatility
through a Board approved hedging programme, where appropriate.
• The company continues to proactively engage with the market to ascertain refinancing alternatives to
create liquidity headroom.
• Monitor public announcements and any publicly available documents / reports for indicators of financial
distress prior to agreeing to future financial commitments.
• Conduct full financial and legal due-diligence along with obtaining representations, where relevant, prior to
entering any new JV or partner relationships.
• Conduct robust due diligence of counter-parties and consider use of insurance cover.
• JV to continue to monitor develop strategy to manage status of sanctions and potential resulting defaults.
• Group policy, as stated in the Handbook, is clear that Afentra does not and will not participate in such practices.
• The Group developed and implemented an Anti-Bribery system, a key provision of which is ensuring that
any partner or affiliate of a partner maintains a robust anti-bribery compliance environment and .
• The Group provides training for its employees and contractors on an annual basis in both Angola and the
UK, with 100% compliance.
• All contracts, purchase orders and service orders contain business ethics provisions.
▲
▲ Increased ▼ Decreased ► Unchanged
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Our stakeholders
OUR STAKEHOLDERS
Section 172 Statement
A director of a company must act in a way they consider, in
good faith, would be most likely to promote the success of the
company for the benefit of its members as a whole, and in doing
so have regard (amongst other matters) to the following factors:
• The likely consequences of any decision in the long-term,
• The interests of the company’s employees,
• The need to foster the company’s business relationships
with suppliers, customers and others,
• The impact of the company’s operations on the
community and the environment,
• The desirability of the company maintaining a reputation
for high standards of business conduct, and
• The need to act fairly as between members of the company.
The Board has regard to the provisions of s.172 of the
Companies Act 2006 in carrying out their duties and the
Board and each Director has had regard to the matters
set out in s.172 (a) – (f) of the Companies Act 2006 in the
decisions taken during the year ended 31 December 2025.
Our stakeholder engagement
The Board identifies a number of key stakeholders of the
Company: JV partners; regulators and government partners;
communities where our assets are located; shareholders; our
employees and consultants; and our vendors and suppliers.
During the year the Company actively engaged with its
identified key stakeholders.
Afentra is committed to engaging positively with the
communities in which the Group’s assets are located and
looks to support those communities impacted by our
operations. As a partner in Block 3/05 and Block 3/05A, we
contributed $293,743 in training fees in 2025. As a partner
in the onshore KON15 and KON19 blocks we will contribute a
training levy. In 2025 Afentra formalised its partnership with
The HALO Trust, a humanitarian charity that specialises in
the removal of landmines and other explosive munitions of
war. The partnership between Afentra and The HALO Trust
is part of the Group’s sustainability strategy and it aligns
with the Angolan Government’s goal to become mine-free,
making land safe and working to return more land to Angolan
communities for sustainable development. In 2025, Ms
Katila Tati, an Angolan national, and the Company’s first
Angola-based employee in the capacity as Country General
Manager spearheaded the Group’s growth in Angola with the
recruitment of additional Angolan nationals to staff positions
in the Company’s newly established Angolan office in a range
of disciplines that support the Group’s expanding upstream
operations and operatorship in Angola.
As set out on pages 28 – 45 with respect to its business
and operations in Angola the Company has worked closely
with Sonangol and relevant Angolan Governmental and
Regulatory agencies at all levels during 2025 including the
continuation of two successful secondments of Afentra
consultants to Sonangol that commenced in 2024.
Through 2025 the Company continued to engage with
the respective Operator, JV partners and governmental
agencies in relation to its existing operations (Block 3/05,
Block 3/05A, Block 23, Block 3/24, KON15, KON19) and
with respect to KON4 (subject to the conclusion of the
formal licence award process to Afentra (as Operator) and
other partners which is expected to be completed in in
2026) and new business opportunities.
Afentra has a growing team of employees and specialist
consultants based in the UK and Africa, all of whom have
direct contact with either the CEO, COO or CFO who engage
directly with the workforce, a benefit of the current size of the
Company. The CEO, COO and CFO routinely visit Angola
working directly with Afentra’s Angola Country Manager and
the expanded Afentra office in Angola and its new employees
and its local consultants and advisors and using these
opportunities to deepen Afentra’s relationships with Sonangol
and the Angolan Government and Regulatory agencies. Board
and Board Committee meetings are held in the UK office
where several employees and consultants are invited to join
the meeting from time to time. The Board has day-to-day
business interactions with various employees of the Group,
so they receive direct employee feedback and engagement.
The Board meets at least annually to focus specifically on the
development of the Company’s future strategy and to assess
its performance against its current strategic objectives. Board
members met with the Angola Country Manager and Deputy
Country Manager in Luanda in 2025 and the Chief Operating
Officer together with the Angola Country Manager and
Deputy Country Manager conducted various asset and site
visits to inspect Block 3/05 and 3/05A offshore operations
and the onshore assets through 2025.
The Directors regularly engage with investors via the AGM
and at other times during the year through bespoke investor
presentations and more broadly through industry- focused
forums. Continued access to the capital markets is key
to the success of the Company’s M&A strategy and its
organic growth and so the management team and the Board
work to ensure that the Company’s investors have a sound
understanding of the Company’s strategy and ambitions, how
this may be implemented and how the Company’s decisions
and principal business activities support its long-term strategy.
Investors’ views and those of other stakeholders, are sought
by the Directors to guide the Company’s strategy and its M&A
activities. This activity and engagement will continue in 2026.
Afentra is committed to continued organic growth in Angola
through and alongside its existing asset portfolio and its M&A
strategy continues to be targeted towards seeking assets
in specific jurisdictions, as discussed in the Chairman’s and
CEO’s statements.
Principal decisions during 2025
Key decisions made by the Board in 2025 related to
participation in M&A opportunities, decisions relating to the
Group’s participation in the Angolan onshore and the additional
offshore Block 3/24 following the award to Group companies of
these licence interests and the preparations for the Company’s
operatorship of Block 3/24 and expected future operatorship
(subject to conclusion of the formal licence award process)
of onshore licence KON 4. These were reviewed during the
year, and discussed through the lens of strategic fit, long term
value accretion, and sustainability (including understanding
the potential impact on communities and the environment). In
2026, in line with its long-term strategy, the Board will continue
to focus on the Company’s organic growth in Angola, to new
drilling operations in Block 3/05 and to commencement of
operations in Block 3/24 and in the onshore licences KON
15, KON 19 (and the KON 4 licence, subject to conclusion
of the formal licence award process for KON 4) and to the
Company’s operatorship of Block 3/24 and the KON 4
licence. Also in line with the Company’s long-term strategy
the Board will continue in 2026 to assess a range of upstream
opportunities in Angola and West Africa, including potential
M&A opportunities, new licence opportunities, strategic fit
partnering and JV opportunities.
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Strategic Report
Overview
Corporate Governance
Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
With the softening of commodity prices and the capped nature
of our RBL facility we have carefully managed our financial
position during 2025 including through a selective use of cargo
pre-payment facility in Q4 2025. Overall our financial position
remained stable in 2025, with a focus on increased capital
investment in Angola. We ended 2025 with $10.2 million
in cash ($54.8 million at 31 December 2024), inclusive of
restricted cash balances, and an end of year net debt position
of $21.8 million (net cash $12.6 million at 31 December 2024).
A full reconciliation of net debt is provided in note 20 to the
Consolidated Financial Statements. Our Debt to EBITDAX
ratio of 0.6x has been flat vs 0.5x at 31 December 2024.
Subsequent to the year end, in May 2026, the Company
entered into a new prepayment financing arrangement with
a subsidiary of Gunvor Group. The facility will replace the
Company’s existing financing structure and is intended to
support the Company’s ongoing investment programme.
We completed four liftings during the period, at an average
realised price of $70.2/bbl, resulting in revenue of $114.4
million. A fifth lifting, originally scheduled for December
2025, was deferred to January 2026 when we sold our first
cargo of crude oil for the year of approximately 0.5 mmbo at
a sales price of $65.4/bbl resulting in additional revenue of
$33.8 million, of which $17.1 million was received in advance,
in December 2025. This has been recorded as a contract
liability on the 2025 balance sheet.
We continue to manage our exposure to oil price risk
through our hedging strategy and historically have hedged
approximately 70% of 2025 production through a
combination of put options and collar structures. Currently,
approximately 44% of 2026 projected sales are hedged
using a combination of put options with strike prices
ranging from $60/bbl to $68/bbl and collar structures with
call option ranging from $78/bbl to $92/bbl. The hedging
programme will continue to be under active review to
evaluate further opportunities.
Our asset base build out continued at pace. Acquisition
of the ETU’s interests further simplifies management of
the Block 3/05 and Block 3/05A licenses with Sonangol’s
election to participate in the transaction being an important
endorsement signifying alignment of interests between
the JV partners and Sonangol as well as highlighting the
importance of the Block 3/05 and Block 3/05A to the state
Financial discipline and strategic execution
FINANCIAL REVIEW
of Angola. In March 2026, Afentra signed a new SPA with
Etu reflecting its revised pro rata share of the acquisition.
Under the revised transaction, our net upfront payment is
$15.2 million, with contingent consideration of up to $6.74
million. At completion our participating interest in Block
3/05 will increase to 33.33% and our participating interest in
Block 3/05A will increase to 24.99%. The effective date of
the transaction is 31 December 2023, which is expected to
result in a significantly reduced payment on completion. The
completion of the acquisition is subject to the satisfaction
of customary conditions precedent, including approval
by the relevant governmental agencies and the operator.
Strategically, the acquisition consolidates Afentra’s position
across its core offshore portfolio, enhances alignment
within the joint venture, and delivers an immediate uplift in
production and reserves. Also offshore Angola, the award
of the Block 3/24 licence was completed in December,
following ministerial approval, with Afentra as operator at
40% working interest.
Onshore, we increased our presence in the Kwanza basin in
April by securing a 45% non-operated interest in Block KON
15 alongside Sonangol (operator with 55% interest). The
KON 4 Risk Service Contract (RSC) was initialled in June,
with completion of the award expected in H1 2026.
During the year, we completed the transfer of our 34%
non-operated participating interest in the Odewayne Block,
Somaliland, to Petrosoma Limited for cash proceeds of
$1.97 million, which we received in December. The disposal
of this non-core asset resulted in a $19.5 million accounting
loss on disposal.
As described in our 2024 Annual Report, in line with our
commitment to avoid shareholder dilution, we have elected
to satisfy vested options under the Founders’ Share Plan
(“FSP”) and employee Long-term Incentive Plans (“LTIP”)
through market purchases via an existing Employee Share
Benefit Trust (the “Trust”) rather than issuing new ordinary
shares. During the year ended 31 December 2025, the Trust
purchased 4.5 million shares on the open market at an
average price of 48p per share. Since 31 December 2025,
the Trust purchased an additional 0.4 million shares at an
average price of 47p per share and will continue with the
share purchase programme to satisfy the requirements of
the employee LTIP and final 2026 FSP vesting. Subject to
certain purchase criteria agreed with the Trust, in aggregate
the Trust is expected to purchase around 6.5 million ordinary
shares over 2025 and 2026.
We continue to develop our office presence in Luanda,
signing a lease on a new office in July 2025 and
expanding our presence to four full staff members, all
of them Angola nationals supported by a number of the
local Angolan contractors.
With the conclusion of a comprehensive review of the
strategic options that resulted in the determination to pursue
the next phase of growth as an independent E&P company
based on the strong prospects in front of the Company
our focus remains unchanged as we continue to seek to
strengthen and exploit our portfolio in Angola and seek value
accretive license acquisitions and M&A opportunities in
Angola as well as in other jurisdictions in West Africa.
Selected financial data
2025
2024
Sales volume
mmbo
1.6
2.3
Realised oil price
$/bbl
70.2
82.2
Total revenue
$ million
114.4
180.9
Cash and cash equivalents
$ million
5.1
46.9
Restricted funds
$ million
5.0
7.9
Borrowings
$ million
(31.1)
(41.4)
Net (debt)/cash
$ million
(21.8)
12.6
Adjusted EBITDAX
$ million
51.7
90.2
(Loss)/profit after tax
$ million
(3.2)
52.4
Year end share price
Pence
41.4
46.1
Non-IFRS measures
The Group uses certain measures of performance that are not
specifically defined under IFRS or other generally accepted
accounting principles.
Anastasia Deulina, Chief Financial Officer
In 2025, despite a soft commodity
market, Afentra demonstrated prudent
financial management generating $114.4
million from four liftings in 2025, with the
additional monetisation of ~340,000
barrels stock in January 2026. Building
on our historic successes, we reinvested
in our core assets and expanded our
portfolio by signing the Etu SPA to
increase our interests in Blocks 3/05 and
3/05A and securing Block 3/24 (our first
operatorship) and the KON15 licence.
64
Afentra plc
Strategic Report
Overview
Corporate Governance
Group Accounts
Financial discipline and strategic execution
continued
FINANCIAL REVIEW
EBITDAX (Adjusted) represents earnings before interest,
taxation, depreciation, total depletion and amortisation,
impairment and expected credit loss allowances, share-based
payments, provisions, and pre-licence expenditure. Additionally,
in any given period, the Company may have significant, unusual
or non-recurring items which may be excluded from EBITDAX
(Adjusted) for that period. When applicable, these items are
fully disclosed and incorporated into the reconciliation provided
below. The Company believes this measure assists investors by
excluding the potentially disparate effects between periods of
the adjustments specified.
Debt to EBITDAX is calculated as total debt divided by
EBITDAX and is presented to assist users of the financial
statements in evaluating the Group’s financial leverage and its
ability to service debt from operating earnings.
EBITDAX (Adjusted) and Debt to EBITDAX are non-IFRS
financial measures. EBITDAX (Adjusted) and Debt to
EBITDAX should not be considered as alternatives to net
income or any other indicator of Afentra plc’s performance
calculated in accordance with IFRS. Because the definition of
EBITDAX (Adjusted) and Debt to EBITDAX may vary among
companies and industries, they may not be comparable to
other similarly titled measures used by other companies.
Income statement
Revenue from four liftings completed during the year, net of
off-take fees, was $114.4 million (2024: $180.9 million). The
decrease is attributed to lower oil prices, with an average
realised price of $70.2/bbl (2024: $82.2/bbl) and a decrease
in sales volumes to 1.6 mmbo (2024: 2.3 mmbo).
Cost of sales during the year totalled $69.2 million (2024:
$94.1 million); a full reconciliation is provided in the notes to
the accounts (Note 4).
The profit from operations for 2025 decreased to $21.5 million
(2024: $74.5 million) as a result of lower revenues described
above, the $19.5 million loss on disposal of the Odewayne
Block (2024: nil), a $0.5 million impairment of the Block 23
exploration asset (2024: nil), and a $1.6 million expected
credit loss (2024: nil). This was offset by a $13.2 million
non-cash gain on revaluation of the provision for contingent
consideration. During the year, net administrative expenditure
increased to $15.3 million (2024: $12.3 million), primarily due to
increases in staff costs and corporate advisors.
Finance costs decreased during 2025 to $7.8 million
(2024: $9.0 million), reflecting principal repayments on the
RBL facility. Further detail is provided in the notes to the
accounts (Note 8).
The loss after tax for the year was $3.2 million (2024: $52.4
million profit after tax):
$ million
2024 profit after tax
52.4
Decrease in revenue
(66.5)
Decrease in cost of sales
24.9
Increase in G&A and pre-licence costs
(3.0)
Decrease in net finance costs
1.1
Increase in non-recurring losses and
impairments
(21.6)
Increase in fair value gains on contingent
consideration
13.2
Increase in tax expense
(3.7)
2025 loss after tax
(3.2)
Group adjusted EBITDAX totalled $51.7 million (2024: $90.2
million):
2025
$ million
2024
$ million
(Loss)/profit after tax
(3.2)
52.4
Net finance costs
7.7
8.9
Depletion and depreciation
18.4
12.9
Pre-licence costs
1.6
1.8
Gain on revaluation of contingent
consideration provision
(13.2)
-
Loss on disposal and impairment
of exploration assets
20.0
-
Expected credit loss allowances
1.6
-
Share-based payment charge
1.9
1.0
Taxation
16.9
13.2
Total EBITDAX (Adjusted)
51.7
90.2
The basic and diluted loss per share for the year was 1.4 cents
(2024: basic earnings per share of 23.3 cents and diluted
earnings per share of 21.1 cents). No dividend is proposed to be
paid for the year ended 31 December 2025 (2024: nil).
Statement of financial position
At the end of 2025, non-current assets totalled $172.6
million (2024: $153.5 million). The increase is primarily due
to capital expenditure on Blocks 3/05 and 3/05A ($62.0
million), offset by depreciation ($22.2 million) and the
disposal of Odewayne ($21.4 million). Further information
can be found in Note 12 to the Financial Statements.
At the end of 2025, current assets stood at $47.0 million
(2024: $73.1 million) including inventories of $25.0 million
(2024: $7.5 million), trade and other receivables of $11.6
million (2024: $10.6 million), cash and cash equivalents
of $5.1 million (2024: $46.9 million), and restricted funds
of $5.0 million (2024: $7.9 million). The increase in the
inventories balance is primarily due to the deferral of the
December lifting to 2026.
At the end of 2025, current liabilities were $83.4 million
(2024: $71.1 million) including trade and other payables of
$68.8 million (2024: $52.9 million), borrowings of $10.9
million (2024: $11.3 million), and contingent consideration of
$3.5 million (2024: $5.5 million). There were no derivative
liabilities at 31 December 2025 (2024: $1.3 million). The
increase in trade and other payables is primarily due to the
recognition of a $17.1 million contract liability, relating to
revenue received in advance for the January 2026 lifting.
At the end of 2025, non-current liabilities were $42.4 million
(2024: $56.9 million), comprised of borrowings of $20.2
million (2024: $30.1 million), contingent consideration of
$9.9 million (2024: $24.4 million), and deferred tax of $11.5
million (2024: $1.7 million). The decrease is primarily due
to lower provision for contingent consideration, as a result
of the lower oil price environment, and repayments of debt
principal, offset by an increase in deferred tax.
The Group’s net assets decreased from $98.6 million at
the end of 2024 to $93.8 million as at 31 December 2025,
reflecting the loss for the year and purchases of Afentra
shares to satisfy the vesting of 2026 FSP and staff LTIPs.
Cash flow
Net cash inflow from operating activities totalled $29.6
million (2024: $85.6 million). The decrease is primarily due to
a decrease in revenues in 2025 as a result of lower oil prices
and sales volumes.
Net cash used in investing activities decreased to $52.3
million from $53.6 million in 2024. Increased additions
to property, plant and equipment in 2025 were offset by
proceeds received on the disposal of Odewayne and non-
recurrence of the 2024 asset acquisition.
Net cash used in financing activities totalled $19.0 million,
compared to $0.1 million generated from financing activities
in 2024, reflecting repayments of debt principal and interest
and purchases of Afentra shares under the 2025 share
purchase programme.
Accounting standards
The Group has reported its 2025 and 2024 full year
accounts in accordance with UK adopted international
accounting standards.
Cautionary statement
This financial report contains certain forward-looking
statements that are subject to the usual risk factors and
uncertainties associated with the oil and gas exploration
and production business. Whilst the Directors believe the
expectation reflected herein to be reasonable in light of the
information available up to the time of their approval of this
report, the actual outcome may be materially different owing
to factors either beyond the Group’s control or otherwise
within the Group’s control but, for example, owing to a
change of plan or strategy. Accordingly, no reliance may be
placed on the forward-looking statements.
Anastasia Deulina
Chief Financial Officer
13 May 2026
The Strategic Report was approved by the Board of
Directors and signed on its behalf by:
Paul McDade
Chief Executive Officer
13 May 2026
65
Afentra plc Annual Report and Financial Statements 2025
66
67
Afentra plc
Annual Report and Financial Statements 2025
Corporate Governance
Year ended 31 December 2025
69
Strategic Report
Overview
Corporate Governance
Group Accounts
Annual Report and Financial Statements 2025
68
Afentra plc
Board of Directors
Non-executive team
CORPORATE GOVERNANCE
“The Board’s primary
objective is to provide
effective leadership
through setting and
delivering the strategy of
Afentra so as to generate
and preserve long term
value for shareholders”.
Thierry Tanoh
Non-Executive Chairman
Thierry Tanoh
Non-Executive Chairman
Date of appointment: June 2023
Experience and Board contribution:
Thierry Tanoh has over three decades of leadership experience
across the financial, energy, and public sectors with a focus on
strategic development and governance in African and other
emerging markets. He previously served as the CEO of Ecobank
Group, a leading pan-African banking institution with operations
in 33 countries, and held governmental roles in Côte d’Ivoire,
including Minister of Petroleum, Energy, and Renewable Energy,
as well as Deputy Chief of Staff in charge of Economic Affairs at
the Office of the President.
Thierry also spent over eighteen years at the International
Finance Corporation (IFC), where he served as Director for Sub-
Saharan Africa and later as member of the Senior Management
Team as Vice President for Sub-Saharan Africa, Latin America
and Western Europe. He currently holds Board positions at
organisations including Mercy Corps, Groupe Azalaï Hôtels,
and the Caisse Régionale de Refinancement Hypothécaire de
l’UEMOA. Thierry holds a Bachelor’s degree in Accounting and
Finance from the Ecole Supérieure de Commerce d’Abidjan, a
Certified Public Accountant qualification from France, and an
MBA from the Harvard Business School in Boston.
Principal external appointments: Non-Executive Director
and Vice Chairman of the board of Directors of Maha Capital
Partners and President of Maha Capital Partners’ Investment
Committee; Non-Executive Director and Chairman of the
board of Director of the Caisse Régionale de Refinancement
Hypothécaire (CRRH); Non-Executive Director of Azalai
Hotels Holding; Non-Executive Director of Prosper Global
(not-for-profit organisation); Member of the Yale Presidential
Council for International Affairs; Member of the Yale Peabody
Council; Chairman of the Millennium Challenge Corporation
Committee memberships: Nominations (Chairman),
Remuneration and Audit
Gavin Wilson
Independent Non-Executive Director
Date of appointment: March 2021
Experience and Board contribution:
Gavin Wilson is an experienced investment professional
with a background in the energy and financial sectors,
specialising in oil and gas portfolio management, capital
markets, and strategic investments. He has served as
Investment Director at Meridian Capital Limited, a Hong
Kong-based international investment firm, for over a
decade, where he manages an oil and gas portfolio focused
on world-class assets in emerging markets.
Earlier in his career, Gavin founded and managed two
investment funds - RAB Energy and RAB Octane - focused
on the energy sector. He also served as the Head of
Canaccord’s Oil & Gas division in London, where he led sales,
corporate broking, and finance activities. Gavin currently
serves as Independent Non-Executive Director at PetroTal
Energy and TAG Oil Ltd.
Principal external appointments: PetroTal Corp. TAG Oil Ltd
Committee memberships: Remuneration (Chairman),
Nominations and Audit
Andrew Osborne
Independent Non-Executive Director
Date of appointment: November 2025
Experience and Board contribution:
Andrew Osborne is a senior executive with over 30 years’
experience in global oil and gas and investment banking. He
has led transformational M&A and financing initiatives, most
recently as Executive Vice President at Harbour Energy,
where he oversaw the $11.2bn acquisition of the Wintershall
Dea portfolio.
Previously as CFO of Chrysaor, he helped build the
company into the UK’s leading independent oil and gas
producer through significant private equity and debt
financing, and multi-billion-dollar acquisitions of Shell UK
and ConocoPhillips UK assets, culminating in the reverse
takeover of Premier Oil.
He earlier held senior investment banking roles, including
Managing Director at Merrill Lynch, advising FTSE 100 and
250 boards. He holds degrees from Bayes Business School
and ICN Business School.
Principal external appointments: None
Committee memberships: Audit (Chairman), Remuneration
and Nominations
71
Strategic Report
Overview
Corporate Governance
Group Accounts
Annual Report and Financial Statements 2025
70
Afentra plc
CORPORATE GOVERNANCE
Board of Directors continued
Executive team
Paul McDade
Chief Executive Officer
Date of appointment: March 2021
Experience and Board contribution:
Paul McDade brings over 35 years of international
experience in the oil and gas industry, combining deep
technical expertise with proven leadership capabilities. His
career spans operational, social, and security challenges
in some of the world’s most complex environments, with
nearly two decades as COO and later CEO of Tullow Oil.
During his tenure, he played a pivotal role in transforming
Tullow from a small exploration company into a FTSE
100 business. He drove significant growth across Africa,
including the development of Ghana’s Jubilee field and a
number of major M&A transactions.
Paul’s leadership is defined by his commitment to responsible
growth, strong governance, and sustainable stakeholder value.
He has a deep understanding of the evolving role of the oil
and gas industry in both global and African energy transitions.
He holds a Master’s degree in Petroleum Engineering from
Imperial College London and a Bachelor of Science in Civil
Engineering from the University of Strathclyde.
Principal external appointments: None
Committee memberships: Nominations
Anastasia Deulina
Chief Financial Officer
Date of appointment: May 2021
Experience and Board contribution:
Anastasia Deulina has more than 25 years’ experience
in the energy sector. She combines financial expertise
with strategic leadership across global investment banks,
private equity, and corporate roles. Her experience covers
strategy development, deal origination, M&A, and business
transformation, with a focus on driving sustainable growth
and delivering measurable financial results.
At Tullow Oil, she led a significant divestment program
across three West African jurisdictions and managed key
transactions in Uganda, Equatorial Guinea and Gabon. Prior
to this, she held senior roles at FlowStream Commodities
and First Reserve overseeing international energy
investments and securing funding to support growth across
multiple regions. Anastasia holds a Master of Arts in Energy
& Mineral Resources from the University of Texas at Austin
and a Bachelor of Science in Economics and Management
in Mining Industry and Geological Prospecting from Moscow
State Geological Prospecting Academy.
Principal external appointments: None
Committee memberships: None
Ian Cloke
Chief Operating Officer
Date of appointment: March 2021
Experience and Board contribution:
With more than 25 years of international oil and gas
experience, Ian Cloke has driven operational excellence
and exploration success across complex global projects.
His career includes leadership roles at Tullow Oil and
ExxonMobil, where he led large-scale operations in Africa,
South America, Norway, and the USA, including the
redevelopment of mid-life assets and ultra-deepwater
projects. As EVP at Tullow Oil, Ian was responsible for
exploration and appraisal operations, improving mature field
production, embedding financial discipline, and managing
social and environmental sensitivities.
He played a key role in discovering and delivering commercial
oil and gas resources in Uganda, Kenya, and Guyana,
contributing to over 2.5 billion barrels of oil discoveries. Ian
holds a Master’s degree in Basin Evolution and Dynamics from
the University of London and a Bachelor’s degree in Geological
Sciences from Durham University.
Principal external appointments: None
Committee memberships: None
Board Members who retired / stepped down from the Board
in 2025: Jeffrey MacDonald, with effect from 4 June 2025.
72
73
Strategic Report
Overview
Corporate Governance
Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Statement of Corporate Governance
A strategic objective of Afentra’s is to
responsibly support efforts to progress
the energy transition in the African
countries in which it operates as an
experienced, responsible, well managed
independent, and as the trusted partner
of IOCs, NOCs and host governments in
such countries. Through this approach
Afentra aims to deliver positive outcomes
for all of its stakeholders.
Our approach is to manage assets responsibly, achieving the
full asset potential whilst also reducing carbon emissions.
We aim to achieve this using the robust ESG principles
embedded in our business model and operating structure.
The Board acknowledges its duty to promote the long term
success of Afentra, to generate value for shareholders and with
regard to stakeholder interests. The Board is committed to
maintaining the highest standards of corporate governance and
to ensuring that the way Afentra conducts its business is in line
with the Company’s strategic objectives, is executed in a manner
that mitigates risks, is compliant with such corporate governance
standards and is for the benefit of all of its stakeholders.
The Board has been appointed to provide leadership of
the Company and the Group to achieve our purpose, to
ensure good governance is maintained and to work with the
management team to ensure we succeed in our mission.
This approach is achieved through the oversight and decision
making processes of the Board and Board Committees,
each of which is conscious of the Company’s governance
arrangements, how they are applied and the outcomes they
are intended to achieve.
The Chairman has oversight of the Company’s corporate
governance and works with the Board, the Company’s
management team and the Company Secretary to ensure
that the Company’s corporate governance structure is
appropriate for its shareholders and for its current and
expected future stages of development, and that it is
consistent with the best practice principles of the code of
governance that the Company follows.
The Directors understand and follow their duties under Section
172 Companies Act 2006 to stakeholders, and the application
of such duties is reflected in this Report. The Section 172
Statement can be found on pages 60 – 61 of this Report.
During the year under review and to the date of this Report
the Company followed the principles of best practice set
out in the Quoted Companies Alliance Governance Code
(the ‘QCA Code’) (which can be obtained from the Quoted
Companies Alliance via its website (www.theqca.com)),
and how it does so is explained in this statement, on the
Company’s website and within this Report. Throughout
2025, and with added emphasis in view of changes to
the Board following the retirement of Jeffrey MacDonald
as Chairman in June 2025, the Company has continued
to review and develop its corporate governance and it is
satisfied with the structure in place, whilst it continues to
review the application of its governance structure and its
fitness for purpose. Our governance structure will continue
to evolve as the Company develops and grows and we will
ensure stakeholders remain informed through regulatory
announcements, updates on our website and in future
annual reports, and that our employees are aware of and
apply our governance principles.
In 2025 the Company appointed a new Nominated Advisor
and as part of this process the Board and the Company’s
management team reviewed and reaffirmed the Company’s
governance structure, each Director’s understanding of the
governance structure and the application of the governance
structure in the Company’s activities and strategy.
Corporate culture
Afentra continues to build its business on a strong ESG
foundation embedded in our strategy and business model
which contains our commitment to operational excellence,
environmental stewardship, transparent governance, positive
socio-economic impact, and strong sustainable shareholder
returns. Afentra seeks to be a credible acquirer of oil and
gas assets that produce to meet local and global demand
and which enable IOCs and African host governments to
have confidence that such assets will be managed in a
responsible way on an energy transition pathway, with strong
environmental stewardship, value creation and transparent
governance ensuring we hold ourselves to account as a
best-in-class Operator and Joint Venture partner.
To implement our acquisition and growth strategy we have a
thorough due diligence process to scrutinise opportunities for
their suitability. Initial high-level screening covers subsurface,
operational, commercial and risk management before
progressing to more detailed assessment of a potential target
asset against our acquisition criteria. The Board is focused on
reducing and managing identified risks rather than eliminating
all risk. Any acquisition of hydrocarbon assets inherently
includes technical, subsurface, operational, above ground
and commercial risks and the Board has regard to such risks
within its acquisition parameters. The Board seeks to ensure
that in its operations the Company maintains focus on the
legal compliance (and active monitoring of such compliance)
of its corporate activities, and the activities of its employees
and management, its counterparties, its contractors and
subcontractors and the various stakeholders involved in its
operations. Afentra conducts due diligence on all potential
new business partners. Afentra engages constructively
with host governments and regulators and is committed to
transparency in its fiscal contributions. In accordance with
the UK “Reports on Payments to Governments Regulations
2014”, Afentra publishes an annual Payments to Governments
report, which is publicly available on our website and the UK
Companies House register.
The Company conducts its operations mindful of the
stakeholders involved in and critical to its business, including
its employees, its commercial counterparties, the various
regulatory authorities relevant to its upstream offshore and
onshore operations and including the local communities
in Angola. The Group’s employees are routinely consulted
on the activities of the Company, including its internal
processes and procedures, and the employees have access
to a confidential and independent whistleblowing service.
Afentra holds periodic staff and Board strategy sessions
through which participants are able individually and as
functional groups to give their views on the Company’s
structure and organisation and its business strategy. The
Board routinely engages on stakeholder engagement
matters and feedback and acts on issues identified.
Shareholder engagement
Afentra continued an active shareholder engagement
programme through 2025 to explain Company performance
against strategy and to obtain views on performance against
strategy and governance. Specifically, the Company and
its Executive Directors made regular presentations to
shareholders, investors and research analysts, through
which the Company provides deeper insight into its
business activities, the performance of its operational asset
base, financial performance, and strategic objectives. The
Company engages directly with shareholders through a
range of online forums, direct communications and through
its website, and including direct communication by the Chief
Executive Officer with some of the larger shareholders.
Presentations are made in respect of half-year and full year
results and these are available to Retail investors. Following
results presentations the Company conducts investor
roadshows with existing and potential new investors and
relevant analysts and brokers.
The Chairman and the Board are the first points of contact
for shareholders on governance matters, they are available to
shareholders and they are conscious of their responsibility to
them on governance matters.
Routine shareholder queries are handled by the Company’s
Investor Relations Manager and the Company Secretary,
and as required by reference to the Company’s Registrar
MUFG Corporate Markets (formerly known as LINK Group).
Shareholders can register for Company information and
updates on the Company’s website.
Details on the Company’s stakeholder engagement are
described in the Our Stakeholders pages 60 – 61.
Board composition
The composition of the Board changed in 2025. Jeffrey
MacDonald retired as Director and Chairman of the Board
effective 4 June 2025 following the Company’s Annual General
Meeting. Independent Non-Executive Director Thierry Tanoh
assumed the role of Chairman following Mr MacDonald’s
retirement, and Mr Tanoh continued as Chairman of the Audit
Committee on an interim basis pending the appointment of a
third Non-Executive Director and Audit Committee Chairman.
The Company conducted a search for candidates for Non-
Executive Director and Audit Committee Chair, between June
and October 2025, using Preng Associates as external search
consultant. In November 2025 Andrew Osborne was appointed
as Independent Non-Executive Director and Chairman of the
Audit Committee, bringing his extensive oil and gas sector
CORPORATE GOVERNANCE
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Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE
Statement of Corporate Governance continued
financial advisory expertise to Afentra’s Board and its Audit
Committee, as detailed more fully in the Board of Directors
(pages 68 – 71) and Nominations Committee (pages 79 – 80)
sections of this Report.
Following Mr Osborne’s appointment the Board is now comprised
of Thierry Tanoh serving as Independent Non-Executive Director
and Chairman, Paul McDade Executive Director and CEO, Ian
Cloke Executive Director and COO, Anastasia Deulina Executive
Director and CFO, Gavin Wilson as an Independent Non-
Executive Director and Andrew Osborne as an Independent
Non-Executive Director. The Directors acknowledge that
shareholder expectation is that at least half of the Directors of
the Board will be independent NEDs. Composition of the various
Board Committees is detailed on pages 76 – 91 of this Report.
The Chairman was an independent Non-Executive Director
on his appointment. The Board considers that the three Non-
Executive Directors are independent.
Functioning of the Board
The Board is responsible to the shareholders for the proper
management of the Company. A Statement of Directors’
Responsibilities in respect of the Company’s financial
statements is set out on page 95.
Each Director takes their continuing professional
development seriously and undertakes structured
training from the Company’s Nominated Advisor, relevant
professional and industry bodies and through the General
Counsel and Company Secretary and through updates of
knowledge and industry practice. Each Director and the
employees of the Company are required to undertake Anti-
Bribery and Corruption training on an annual basis.
The Directors have access to the Company’s other advisors
as required including legal advisors and auditors and have the
authority to obtain external advice as deemed necessary.
The Remuneration Committee has sought advice from FIT
Remuneration Consultants LLP (FIT Remuneration) regarding
the Company’s remuneration policy and further details
regarding this can be found in the Remuneration Committee’s
report on pages 81 – 91. Thierry Tanoh the Independent
Non-Executive Director and Chairman is available to all
shareholders and staff if they have concerns which, through
the normal channels of contact, have not been resolved
or for which such contact is inappropriate. Whistleblowing
concerns and reports can be made directly to the Chairman
of the Audit Committee who has ultimate responsibility for
investigation and the reporting investigation findings. The
Company has not historically detailed the roles of Chairman,
Non-Executive Director and Company Secretary however this
will be reviewed going forward. The CEO, CFO and COO have
contractual obligations to the Company.
In 2025 each Board Committee (Audit, Remuneration and
Nominations) undertook a formal process of review of their
Committee Terms of Reference measured against corporate
governance best practice and in consequence of such
review each Committee’s Terms of Reference were updated
and adopted by the Board in December 2025 and are
available on the Company’s website.
Risk management and internal controls
The Board is responsible for the Company risk assessment
and risk management framework which is driven by the
oversight and direction of the Audit Committee. The
Company’s COO and CFO lead the activities with their teams
for identification and evaluation of risk, and the assessment of
the likelihood and impact of the identified risks. These findings
and conclusions on risk are reviewed and discussed with the
CEO before then being reviewed by the Audit Committee,
annually for purposes of reporting and periodically throughout
the year from an operational perspective, with updates to the
Company’s risk matrix and approach to risk management in
its operations made as appropriate. Further information on the
Company approach to risk management and details of the
principal risks and mitigations identified by the Company is
contained in the Business Risk pages 56 – 59.
Conflicts of interest
Whilst conflicts should be avoided, the Board acknowledges
that instances may arise where this is not always possible. In
such circumstances, Directors are required to comply with
the Company’s Conflicts of Interest Policy and applicable
conflicts provisions of the Articles of Association and in law,
and to notify the Chairman as soon as they are aware that
a conflict may arise or has arisen and the details of such
conflict are recorded by the Company and addressed and
managed in line with the relevant policy and the Articles of
Association. If a Director notifies the Board of an actual or
potential conflict of interest they may be, if requested by
the Chairman, excluded from any related discussion and/or
receipt of information and will always be excluded from any
relevant formal decision.
Retirement and re-election
The Company’s Articles of Association require that each Director (other than any Director appointed since the date of the notice
of Annual General Meeting for that year), retire and stand for re-election at each Annual General Meeting. All new Directors
appointed since the previous Annual General Meeting are required to stand for election at the following Annual General Meeting.
Meetings and time commitment of the Board
The Board and each of the Board Committees are provided with timely and accurate information sufficiently ahead of each
scheduled Board and Committee meeting to enable Board and Committee members to have sufficient time to review and
analyse the information provided. The Board meets at least four times a year and as and when necessary and in addition holds
ad hoc discussions between the Directors. The Audit Committee meets at least twice a year, the Remuneration Committee and
the Nominations Committee meet as required and not less than once a year. The Chief Executive Officer, Chief Operating Officer
and Chief Financial Officer are Directors and hold full-time Executive positions. Non-Executive Directors are expected to (and
do) commit sufficient time to ensure they are fully aware of the Company’s affairs and it is expected that this time commitment
will vary over the course of their terms, with intensive periods requiring significant director focus including with respect to their
specific responsibilities on Board Committees and as Committee Chairmen.
The following table summarises the number of formal Board meetings informal Board discussions and strategy sessions held
during the year ended 31 December 2025 and the attendance record of the individual Directors at such meetings:
Formal Board
Meetings
Informal Board Discussions
& Strategy Sessions
Total number of meetings in year
4
2
Paul McDade
4
2
Ian Cloke
4
2
Anastasia Deulina
4
2
Jeffrey MacDonald1
2
1
Thierry Tanoh
4
2
Gavin Wilson
4
2
Andrew Osborne2
1
1
1 Jeffrey MacDonald retired as a Director and Chairman on 4 June 2025.
2 Andrew Osborne was appointed Independent Non-Executive Director and Chairman of the Audit Committee on 10 November 2025.
Given the changes made to Afentra’s Board and Committees in the year in review the Board determined not to conduct a formal
Board / Board member performance review in 2025. In December 2025, following the appointment of Andrew Osborne as Non-
Executive Director and Audit Committee Chairman the Board discussed the forward plan for Board performance review and
resolved that such review would take place in 2026 on terms and scope to be decided by the Board.
Thierry Tanoh
Independent non-Executive Chairman
13 May 2026
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Overview
As the Chair of the Audit Committee, I am pleased to present
the report of the Committee for the year ending 31 December
2025. This report describes how the Committee has performed
its responsibilities during the year and provides an overview of
the Committee’s principal duties, role and objectives.
The Committee supports the Board in its responsibilities
regarding Group financial reporting (both annual and interim
financial statements), evaluation of the need for internal audit,
delivery and oversight of the annual external audit, appointment
of the external auditor, and internal financial control. The Audit
Committee is also responsible for advising the Board on the
Group’s approach to risks, including identification, management
tolerance and strategy, in order to inform the Board and to
include risk assessment in Board decisions.
Members
This Committee currently comprises:
• Andrew Osborne (Chairman and member since 10
November 2025)
• Thierry Tanoh
• Gavin Wilson
The Committee was previously chaired by Thierry Tanoh
(his chairmanship being on an interim basis from 4 June to
10 November 2025 as he had assumed the role of Company
Chairman on 4 June 2025).
In line with the QCA Code Audit Committee members are
independent Non-Executive Directors. The Committee
membership increased from two to three members in
2025 on the appointment of Andrew Osborne as Chairman
of the Committee.
The QCA Code does not explicitly prohibit the Company
Chairman from being a member of the Audit Committee.
Afentra’s Board of Directors considers that Thierry Tanoh
is an independent Non-Executive Director and that it is
appropriate and not contrary to good corporate governance
that he continues to be a member of the Committee
following his appointment as Company Chairman.
Andrew Osborne’s role of Audit Committee Chairman
commenced on his appointment as Non-Executive
Director on 10 November 2025 and he brings to the
Committee and Afentra’s Board 30 years’ experience in
senior executive and board leadership roles across the
global oil and gas industry and in investment banking.
Mr Osborne has held senior roles in investment banking,
including Managing Director at Merrill Lynch, advising
FTSE 100 and 250 boards on strategy, capital raising and
corporate transactions and more recently he held the
positions of Executive Vice President (Special Projects) at
Harbour Energy plc and Chief Financial Officer at Chrysaor.
In Mr Osborne’s role as Audit Committee Chairman he
applies his experience from his time in these roles and
within the sector more broadly to strengthen the Company’s
finance and audit functions.
Gavin Wilson brings to the Audit Committee his experience
in the energy and financial sectors, specialising in oil and gas
portfolio management and capital markets. Thierry Tanoh
the former Committee Chairman, brings to the Committee
his relevant and recent experience from his roles as Vice
President and member of the Senior Executive Team of the
International Finance Corporation and as former CEO of
EcoBank Group. Thierry Tanoh led the Committee through
the Company’s 2023 and 2024 Audits.
Committee meetings and attendance
The table below sets out the number of Committee
meeting (formal and informal) held during the year ended
31 December 2025 and the attendance record of the
CORPORATE GOVERNANCE
Audit Committee Report
Committee members at such meetings of which they were
eligible to attend:
Formal
Committee
Meetings
Informal
Committee
Discussions
Total number of
meetings in year
5
2
Thierry Tanoh
5 / 5
2 / 2
Gavin Wilson
5 / 5
1 / 2
Andrew Osborne1
1 / 1
0 / 0
1 Andrew Osborne was appointed Independent Non-Executive Director and
Chairman of the Audit Committee on 10 November 2025.
In addition to Committee members Audit Committee meetings
are ordinarily attended by the Chief Executive Officer, the Chief
Financial Officer, and the Group Finance Manager. Other senior
managers are invited to attend Committee meetings where
specific business matters require their input and expertise.
In 2025 the Committee met privately (without management
present) with the Auditor, and the Committee Chairman is
available to the external audit partner.
In addition to formal Committee meetings the Audit
Committee Chairman regularly meets with the Chief
Financial Officer and Group Finance Manager and engages
directly with the external auditor on a range of issues raised
by the auditor throughout the external audit process. During
the year the Committee also held calls between meetings to
consider specific issues and to prepare for formal meetings.
Meetings are planned to support the Group’s financial
reporting calendar and external audit requirements.
Summary of responsibilities
The Committee’s work covers the following main areas:
financial reporting, external audit and internal financial
control, risk management and consideration of internal audit
requirements. Across these main areas the Committee has
focused on the following:
• monitoring the integrity of the Group’s financial
statements, including review of the financial statements
of the Company including its annual and half-yearly
reports and any formal announcements relating to its
financial performance;
• reviewing the effectiveness of the Group’s financial
reporting, internal control policies and procedures for
the identification, assessment, mitigation measures and
reporting of risk;
• monitoring the effectiveness of the internal control
environment;
• making recommendations to the Board on the
appointment of the external Auditor and their fees;
• agreeing the scope of the Auditor’s annual audit
programme and reviewing the output;
• ensuring the independence of the Auditor is
maintained; and
• assessing the effectiveness of the audit process.
In 2025 the Committee undertook a formal process
of review of its Terms of Reference measured against
corporate governance best practice and in consequence
of such review the Committee’s Terms of Reference were
updated and adopted by the Board in December 2025 and
are available on the Company’s website.
Internal control and audit
In 2024, at the request of the Audit Committee, a consultant
led review of Group’s staffing and organisational structure
and its capabilities in financial, risk and audit functions was
carried out and its findings considered by the Committee.
The Committee determined from that review that the
current internal control procedures of the Company were
appropriate for its size and its operations and that the Group
did not at that stage require an internal audit function, but
that the Group finance function of the Company should
be strengthened. The Committee’s assessment of current
internal control procedures and whether the Group required
an internal audit function did not change in 2025. Following
the 2024 review new experienced hires joined the Group’s
finance team for the roles of Group Finance Manager and
Joint Venture Controller and the team has been further
strengthened with addition of a Finance Manager supporting
internal budget control and administration of joint venture
financial matters. In 2026 the Committee will continue to
review the requirement for an internal audit function.
Members
This Committee currently comprises:
• Andrew Osborne (Chairman and member since
10 November 2025)
• Thierry Tanoh (Chairman 4 June to 10
November 2025)
• Gavin Wilson
Andrew Osborne
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Strategic Report
Overview
Corporate Governance
Group Accounts
CORPORATE GOVERNANCE
Audit Committee Report continued
Risk management
The Committee is responsible for ensuring that effective controls are in place to assess and manage risk. The Committee undertook
an assessment of the principal existing and emerging risks facing the Group, including those impacting its business operations, future
performance and its solvency, and a statement of those risks and identified mitigations is set out in pages 56 – 59 of the Report.
Whistleblowing procedure
The Company operates an independent whistleblowing procedure which allows staff to raise any concerns concerning business
practices externally and independently. This is in addition to the internal policy where staff are encouraged to report concerns
around business practices to line and senior management.
External auditor
The Company’s Auditor BDO LLP was re-appointed at the 2025 AGM. The BDO audit team is led by partner, Gordon Whiley
who has over 20 years’ experience of providing audit and transaction support to multinational public and private companies and
brings to the Company a deep experience with several of the world’s largest oil & gas, mining and commodity trading companies
including a deep understanding of the African continent.
Further disclosure relating to the Auditor is set out within the Directors’ Report.
Details of fees payable to the Auditor are set out in Note 6.
Significant issues and financial judgements
An essential part of the integrity of the financial statements lies around the interpretation of internationally recognised accounting
standards (IFRS, UK GAAP) key assumptions and estimates or judgments to be made. The Committee reviews key financial
judgments prior to publication of the financial statements, as well as considering significant issues throughout the year.
The significant issues and primary areas of financial judgement considered by the Committee in relation to the 2025 financial
statements and accounts are detailed below.
Deferred tax
Review of judgement concerning the tax base in Angola and in applying the Initial
Recognition Exemption.
Contingent consideration
Review of inputs and assumptions underpinning the booking of contingent consideration liabilities.
Share-based payments
Determination of the accounting treatment for shares purchased to settle FSP and LTIP awards.
Pre-funded decommissioning
liabilities
Confirmation there has been no change in circumstances from 2024.
Going concern
Review of inputs and assumptions underpinning the analysis of the going concern model.
The Committee reviewed and was satisfied that the financial judgments made by management contained within the Report and
Financial Statements are reasonable.
Andrew Osborne
Chairman of the Audit Committee
13 May 2026
Nominations Committee Report
The Committee was previously chaired by Jeffrey MacDonald.
Mr MacDonald retired as independent Non-Executive
Director, Chairman of the Company and member and
Chairman of the Nominations Committee on 4 June 2025.
Roles and responsibilities
The Nominations Committee focusses on ensuring that
the structure, size and composition of the Board and Board
Committees of the Company and its balance are optimal
in order to help the Company achieve its vision, deliver
its strategy to its stakeholders and to deliver the long
term success of the Company. Committee membership
includes both the Company’s Chairman and its Chief
Executive Officer, ensuring that it is closely in touch with
Board level and day to day operational aspects of its remit.
The Nominations Committee considers governance best
practice taking account of the stage of development of the
Company and in the scope of the Committee’s work and
on meeting these governance requirements it draws on
external support and advisors as required. The Company
Secretary acts as secretary to the Committee.
In 2025 the Committee undertook a formal process
of review of its Terms of Reference measured against
corporate governance best practice and in consequence
of such review the Committee’s Terms of Reference were
updated and adopted by the Board in December 2025 and
are available on the Company’s website.
Key responsibilities of the Committee include:
• Reviewing the structure, size and composition of
the Board taking into account the skills, knowledge,
experience and diversity of the various Board members
and making recommendations to the Board regarding
potential changes;
• Considering succession planning for Directors and
senior management and identifying and nominating for
approval of the Board any candidates to fill Board and
Board Committee vacancies as and when they arise;
• Reviewing the leadership needs of the Group, both
Executive and Non-Executive, with a view to ensuring
that the Company can continue to deliver its strategy
to stakeholders;
• Reviewing the time commitment required from Non-
Executive Directors;
• Identifying and nominating for the approval of the Board
candidates to fill Board vacancies when they arise and
appointing any external advisors to facilitate the search
for Board candidates, governance best practice and
approving the use of open advertising; and
• Liaising with other Committees of the Board to ensure and
promote consistency of delivery of Company strategy.
• Facilitating Board evaluation.
Report on activities
The retirement of Jeffrey MacDonald as the Company’s
Chairman and independent Non-Executive Director in 2025
required the Company to review the composition of the
Board of Directors and Board Committees and to appoint
the successor Company Chairman.
The Board appointed independent Non-Executive Director
Thierry Tanoh as Chairman effective 4 June 2025 following
the Company’s Annual General Meeting such appointment
being consistent with the Company’s succession plan and
taking account of Mr Tanoh’s expertise and background. Mr
Tanoh continued to hold the position of Audit Committee
Chairman on an interim basis until the Company concluded
the process of appointment of a third independent Non-
Executive Director and Audit Committee Chair.
The Nomination Committee approved the use of an
external consultant to conduct the search and shortlisting of
Thierry Tanoh
Members
This Committee currently comprises:
• Thierry Tanoh (Chairman since 4 June 2025)
• Gavin Wilson
• Andrew Osborne (member since 10 November
2025)
• Paul McDade
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Corporate Governance
Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Annual Statement
I am pleased to present on behalf of the Remuneration
Committee, the Directors’ Remuneration Committee Report
for the year ended 31 December 2025. This report outlines
the major decisions on Directors’ remuneration during
the year, our views on future remuneration and explains
the context in which these decisions have been taken.
Consistent with best practice, this report is divided into three
sections as follows:
• This Annual Statement, which sets out details of the
Remuneration Committee, its responsibilities and how it
has operated during the year;
• The Directors’ Remuneration Policy, which
summarises the Remuneration Policy which was
originally introduced by the Committee following the
appointment of the new Board in 2021 and which
continues to evolve as the Company grows; and
• The Annual Report on Remuneration, which details
how the Committee operated the Policy for 2024 and
how it intends to operate the Policy going forwards.
Consistent with best practice and noting Principle 9 of the
QCA Code, the Directors’ Remuneration Report (i.e. the
Annual Statement, the Directors’ Remuneration Policy
and Annual Report on Remuneration) will be taken to the
Company’s next Annual General Meeting in 2026 and will be
the subject of an advisory vote.
Details of the Remuneration Committee and its operation
The Committee currently comprises Gavin Wilson (Chairman),
Thierry Tanoh and Andrew Osborne. The Remuneration
Committee makes recommendations to the Board, within its
agreed terms of reference, on the structure and quantum of the
remuneration packages for Executive Directors and reviews the
remuneration for senior management. The Committee consists
entirely of Non-Executive Directors and, where appropriate,
will invite other individuals such as the Chief Executive Officer
and external advisors to attend meetings to provide suitable
context for its discussions. Only members of the Committee
participate in discussions and reach conclusions on matters for
which the Committee is responsible. No member or attendee
is authorised to participate in matters relating to their own
remuneration. Committee composition will remain under review.
The Company Secretary acts as secretary to the Committee.
Key responsibilities of the Committee include:
• recommending to the Board a remuneration policy for
the remuneration of the Chairman, Executive Directors
and other senior management within the agreed policy
with the objective of such policy being to attract, retain
and motivate executive management, encourage
enhanced performance in a manner appropriate to
promote the success of the Company and aligned with
its strategic goals;
• determining individual remuneration packages for the
Executive Directors;
• agreeing the policy on terms and conditions to be included
in service agreements for the Chairman, Executive
Directors, and other senior management, including
termination payments and compensation commitments,
where applicable, the approval of any employee incentive
schemes (including incentive schemes for Executive
Directors) and the performance conditions to be used for
such schemes including share performance targets;
• ensuring that disclosure of remuneration including
pensions and incentive plans are made in accordance with
law, applicable governance codes and the AIM Rules and in
such regard producing a formal report to shareholders to be
incorporated into the Company’s annual report; and
• liaising with other Committees of the Board to ensure and
promote consistency of delivery of Company strategy.
CORPORATE GOVERNANCE
Remuneration Committee Report
Gavin Wilson
candidates for Non-Executive Director and Audit Chairman,
focussing on candidates with the financial and/or accounting
skillset to lead the Company’s Audit Committee and provide
non-executive level support to the Executive Directors and
senior management on financial matters, internal controls and
risk management and the audit function more broadly. Andrew
Osborne was appointed as independent Non-Executive
Director and Audit Committee Chairman on 10 November
2025. Mr Osborne has more than 30 years’ experience in
senior executive and board leadership roles, initially in senior
roles in investment banking, including Managing Director at
Merrill Lynch and most recently as Executive Vice President
(Special Projects) at Harbour Energy plc and before that
serving as Chief Financial Officer at Chrysaor.
On Mr Osborne’s appointment Thierry Tanoh’s interim
Chairmanship of the Audit Committee ended and the
Nominations Committee approved the future composition
of the Board Committees as follows:
Audit
Remuneration
Nominations
Andrew Osborne
(Chair)
Gavin Wilson
(Chair)
Thierry Tanoh
(Chair)
Thierry Tanoh
Thierry Tanoh
Gavin Wilson
Gavin Wilson
Andrew Osborne
Andrew Osborne
Paul McDade
Following the appointment of Andrew Osborne as a Non-
Executive Director and Chair of the Audit Committee the
Nominations Committee further reviewed the Board’s expertise
and concluded that it is satisfied that the composition of the
Board and the Board’s Committees and their leadership is
appropriate for the Company at this stage of the development
of the Group. The Committee continues to focus on ensuring
that the composition and balance of the Board continues to be
optimal to help the Company to deliver its strategy.
The Nominations Committee reviewed the requirement
to conduct Board and Director performance reviews and
concluded that with the appointment of Mr Osborne to
the Board and with Mr Tanoh recently taking over as Board
Chairman that it was not appropriate to conduct a performance
review in 2025 given their short tenure in their new roles. The
Committee determined that Board and Director performance
reviews would be revisited with the understanding that a review
process would be carried out in 2026.
The Nominations Committee conducted a review of the
succession plan for the Company that was approved in
2024 in order to ensure business continuity in the event
of unforeseen changes such as the loss of a Director or
member of the senior management team. The 2024 review
of the succession plan for the Company covered Directors
(Executive and Non-Executive), senior management and
key staff and it identified short to mid-term and long-term
succession options and strategy. The succession plan
addresses risk and risk mitigation for each position considered,
and it was adopted by the Committee and subsequently
by the Board and is effective and capable of immediate
reference and application. In 2025 the Committee referred
to the succession plan in the process of appointing Thierry
Tanoh as Chairman of the Company, the recruitment of
Andrew Osborne as Non-Executive Director and Chairman
of the Audit Committee, and in the changes made to Board
Committee memberships following the appointment of
Andrew Osborne. The Committee continues to keep the
succession plan under review.
Committee meetings and attendance
The table below sets out the number of Committee meeting
(formal and informal) held during the year ended 31 December
2025 and the attendance record of the Committee members
at such meetings of which they were eligible to attend:
Formal
Committee
Meetings
Informal
Committee
Discussions
Total number of
meetings in year
2
1
Thierry Tanoh
2 / 2
1 / 1
Gavin Wilson
2 / 2
1 / 1
Andrew Osborne1
1 / 1
0 / 0
Paul McDade
2 / 2
1 / 1
Jeffrey MacDonald2
0 / 0
0 / 0
1 Andrew Osborne was appointed as a member of the Nominations
Committee on 10 November 2025.
2 Jeffrey MacDonald retired as a member of the Nominations Committee
on 4 June 2025.
Thierry Tanoh
Chairman of the Nominations Committee
13 May 2026
Nominations Committee Report continued
Members
This Committee currently comprises:
• Gavin Wilson (Chairman)
• Thierry Tanoh
• Andrew Osborne (Member since 10 November
2025)
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Remuneration Committee Report continued
In 2025 the Committee undertook a formal process of review of its Terms of Reference measured against corporate governance
best practice and in consequence of such review the Committee’s Terms of Reference were updated and adopted by the Board
in December 2025 and are available on the Company’s website.
Advisors to the Committee
FIT Remuneration Consultants LLP (FIT Remuneration) continued to provide independent advice to the Committee during the
year. FIT is a member and signatory of the Remuneration Consultants Group and voluntarily operates under the Code of Conduct in
relation to Executive remuneration consulting in the UK, details of which can be found at www.remunerationconsultantsgroup.com.
The Company’s legal adviser Pinsent Masons LLP continued to advise the Committee on the Employee Benefit Trust relating to
the Company’s Long Term Incentive Plan and the Founders Share Plan (FSP).
DIRECTORS’ REMUNERATION POLICY
The Remuneration Policy is designed to align with the Company’s strategy, purpose and vision and recognises the experience of
the leadership team which continues to lead the transformation of the Group and facilitate new opportunities for shareholders
and other stakeholders. The current Remuneration Policy is set out below.
Base salary
Purpose and link to strategy
To recruit and reward
Executives of the quality
required and with appropriate
skills to manage and develop
the Company and deliver the
strategy.
Detail of operation
• Base salary is normally reviewed annually taking into account the Executive Directors’
performance, individual responsibilities and experience.
• The Committee may use market data where appropriate and will also consider matters of
retention, motivation and economic climate as well as the challenges facing the business.
• The Committee will also consider pay increases awarded to the Group’s employees when
determining increases for the Executive Directors.
• There is no maximum Base Salary.
Benefits
Purpose and link to strategy
To provide appropriate levels
of benefits to Executives
of the quality required and
appropriate skills to manage
and develop the Company
successfully.
Detail of operation
• Benefits may include life assurance, travel insurance, income protection, subsidised
gym membership and private medical insurance (or associated cash plan which is
subject to an annual limit). Where appropriate some of these benefits are linked to base
salary. Given the international nature of the business, relocation and expatriate benefits
and reimbursed business expenses (including any tax liability) incurred when travelling
overseas in performance of duties may be provided.
• Where future staff are employed in international jurisdictions benefit packages will be
amended to fit local circumstances and market conditions.
• The maximum potential value is the cost of the provision of these benefits.
Pension
Purpose and link to strategy
To provide appropriate
levels of pension provision
to Executives of the quality
required and appropriate skills
to manage and develop the
Company successfully.
Detail of operation
• 10% of salary (delivered as a pension and/or a cash allowance).
CORPORATE GOVERNANCE
Annual bonus
Purpose and link to strategy
To incentivise and reward the
delivery of the Company’s
short-term strategic
objectives.
Detail of operation
• Maximum opportunity is up to 100% of salary p.a.
• Annual targets are normally set at the start of the relevant financial year (or shortly
after a new Executive joins the Board) based on financial, operational, strategic and/or
personal performance.
Long-term incentives
Purpose and link to strategy
To retain, incentivise and
reward the delivery of
the Company’s strategic
objectives, and to provide
further alignment with
shareholders
Detail of operation
The Company operates the Founder Share Plan (FSP) whereby:
• participation is limited to the founders (being those Executive Directors who have
invested their own funds in the Company’s shares);
• participants will share in the growth delivered by the Company above a threshold that the
Directors believe represents a challenging hurdle;
• malus and claw back provisions will apply.
Further details of the FSP are set out below.
• In addition, a market standard Long-Term Incentive Plan (‘LTIP’) was introduced to provide
a long term incentive after the completion of the FSP in 2026. LTIP awards may be granted
annually with vesting subject to continued service and the achievement of stretching
performance targets (whether share price based, financial, operational or strategic).
• The maximum annual LTIP opportunity is 200% of annual salary.
• In addition, an aggregate dilution limit operates whereby the Company may issue no more
than 15% of its share capital within a ten-year period to satisfy awards to all participants in
the FSP, LTIP and any other employee share plan.
Shareholding guideline
Purpose and link to strategy
To align Executive and
shareholder interests.
Detail of operation
• The Committee recognises the importance of Executive Directors aligning their interests
with shareholders through building up significant shareholdings in the Group. Executive
Directors are expected to buy, and/or retain all shares acquired on the vesting of share
awards (net of tax) until they reach a 100% of salary ownership guideline.
Non-executive Director fees
Purpose and link to strategy
To attract and retain a high-
calibre Chairman and Non-
Executive Directors by offering
appropriate fees.
Detail of operation
• The Chairman and Non-Executive Directors will receive an annual fee, normally reviewed
annually taking into account the Directors’ role and responsibilities, time commitment
and comparator data where relevant.
• Each Non-Executive Director is entitled to be reimbursed for travel and business-
associated expenses (including any tax liability) incurred in the normal course of business.
• Non-Executive Directors are not eligible to participate in the Company’s pension
arrangements or annual bonus plan.
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
The Founder Share Plan (FSP)
The Company’s Founders’ Share Plan was designed to incentivise founders Paul McDade, Ian Cloke and Anastasia Deulina to
deliver exceptional returns for shareholders over a five-year period. Under the FSP, participants are eligible to receive 15% of the
growth in returns of the Company from 16 March 2021 (being the date on which Paul McDade and Ian Cloke were appointed to
the Board), should a hurdle of doubling of the Total Shareholder Return (TSR) be met. Should further capital raises occur during
the FSP performance period, additional tranches under the FSP would be created with their own threshold values, calculated with
reference to the growth rates required for the initial award, as well as the time remaining to each of the measurement dates.
Not more than 10% of the Company’s issued ordinary share capital may be issued under the FSP and no more than 15% of the
Company’s issued share capital may be issued in aggregate under the FSP, LTIP and any other share plan of the Company.
Measurement of value delivered is determined by performance conditions as set out in the table below. A share price of £0.15 (being
the share price on 16 March 2021 ) is used to measure the level of return at each measurement date. Testing of the level of return
achieved is made at three measurement dates on the third, fourth and fifth anniversaries of 16 March 2021. At each measurement
date the value of the award is driven by the return generated above the initial price of £0.15, being the threshold value.
Measurement date
Threshold Total Shareholder Return
Measurement Total Shareholder Return
First
Measurement Date
16 March 2024
25.99% compound annual growth from the initial
price of £0.15 as at the First Measurement Date.
Average of the market value for the Company’s
shares for the 30-day period ending on the
First Measurement Date plus the dividends
paid per share from 16 March 2021 to the First
Measurement Date.
Second
Measurement Date
16 March 2025
The higher of:
• 18.92% compound annual growth from
the initial price of £0.15 as at the Second
Measurement Date; and
• the highest previous measurement total
shareholder return which resulted in
Conversion.
Average of the market value for the Company’s
shares for the 30-day period ending on the
Second Measurement Date plus the dividends
paid per share from 16 March 2021 to the
Second Measurement Date.
Third
Measurement Date
16 March 2026
The higher of:
• 14.87% compound annual growth from
the initial price of £0.15 as at the Third
Measurement Date; and
• the highest previous measurement total
shareholder return which resulted in
Conversion.
Average of the market value for the Company’s
shares for the 30-day period ending on the
Third Measurement Date plus the dividends
paid per share from 16 March 2021 to the Third
Measurement Date.
CORPORATE GOVERNANCE
Remuneration Committee Report continued
If at the Measurement Dates in years three (16 March 2024) and/or four (16 March 2025) the threshold value has been reached,
then nil cost options will be awarded of which half will vest and can be exercised immediately with the remaining half awarded on
such Measurement Dates deferred until the third (and final) Measurement Date in year five on 16 March 2026. All nil cost options
awarded in respect of the third (and final) Measurement Date vest immediately. Awards of all nil cost options will be made after
approval by the Remuneration Committee taking into account the overall performance of the Company during the relevant
performance period and subject to the rules of the FSP.
FSP Awards
Conditional awards were made under the Founders’ Share Plan on the following allocation basis (expressed as a percentage of nil
cost options to be awarded under the plan):
Founder
% Entitlement of
Total Allocation
Paul McDade
41.5%
Ian Cloke
31.0%
Anastasia Deulina
27.5%
Service contracts and termination of employment
No Director currently has a notice period greater than 12 months and the service contracts of each Executive Director contain
no provision for pre-determined compensation on termination which exceeds 12 months’ salary and benefits. If an Executive
Director’s appointment is terminated by the Company or the Executive Director within three months of a change of control of
the Company, the relevant Executive Director will be entitled to an amount equivalent to the gross value of (i) one year’s salary
and other contractual benefits (save in respect of holiday entitlement) and (ii) sixty-five per cent. (65%) of the annual bonus (if
any) paid or to be paid to that Director in respect of the financial year immediately preceding the financial year in which notice of
termination was given to such Director, less any sums paid to such Director by way of notice or payment in lieu of notice.
Termination payments made to Directors on loss of office that are not provided for within their service contracts are only made if the
Remuneration Committee considers them appropriate, has recommended them to the Board and the Board has given its approval.
A bonus payment will not normally be made to a Director under notice, although there may be circumstances where one or more
clear, specific and determinable KPIs have been achieved which justify a limited bonus payment.
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Afentra plc
Annual Report and Financial Statements 2025
ANNUAL REPORT ON REMUNERATION
Remuneration of Directors for the year ended 31 December 2025
The table below reports single figure remuneration of the Directors received in 2025 and the prior year (2024).
2025 Remuneration
Fees and
basic
salary
Bonus1
Share-
based
payments2
Defined
contribution
pension2
Benefits
in kind3
Single figure
remuneration
Total 2025
£
£
£
£
£
£
Executive Directors:
Paul McDade
439,530
219,765
341,779
43,953
11,834
1,056,861
Ian Cloke
322,113
161,057
214,265
32,211
8,648
738,294
Anastasia Deulina
322,113
161,057
205,541
32,211
7,009
727,931
Non-executive Directors:
Thierry Tanoh4
78,496
-
142,236
-
7,748
228,480
Gavin Wilson4
55,000
-
142,236
-
1,875
199,111
Andrew Osborne
7,756
-
-
-
-
7,756
Jeffrey MacDonald5
54,277
85,833
-
140,110
Aggregate remuneration 2025 (£)
1,279,285
541,878
1,131,890
108,376
37,114
3,098,543
Aggregate remuneration 2025 (US$)
1,720,766
728,880
1,522,505
145,776
49,923
4,167,850
2024 Remuneration
Fees and
basic
salary
Bonus6
Share-
based
payments2
Defined
contribution
pension2
Benefits
in kind3
Single figure
remuneration
Total 2024
£
£
£
£
£
£
Executive Directors:
Paul McDade
382,200
267,540
208,472
38,220
10,958
907,390
Ian Cloke
311,220
217,854
144,806
31,122
8,754
713,756
Anastasia Deulina
311,220
217,854
132,573
31,122
6,835
699,604
Non-executive Directors:
Jeffrey MacDonald3
103,980
-
71,814
-
-
175,794
Gavin Wilson3
64,498
-
71,814
-
-
136,312
Thierry Tanoh3, 4
55,827
-
71,814
-
13,088
140,729
Aggregate remuneration 2024 (£)
1,228,945
703,248
701,293
100,464
39,635
2,773,585
Aggregate remuneration 2024 (US$)
1,571,083
899,032
896,533
128,433
50,669
3,545,750
1 Accrued in 2025, with payment made in 2026.
2 IFRS2 share-based payments charge.
3 Defined pension contributions paid as cash.
4 Benefits in kind relate to expenses paid directly by the Company.
5 Fees and basic salary include reimbursed expenses grossed up for tax.
6 Accrued in 2024, with payment made in 2025.
CORPORATE GOVERNANCE
Remuneration Committee Report continued
Annual bonus awards for 2025
The annual bonus KPIs for 2025 were based on a combination of the continued delivery of the Company’s “buy and build”
acquisition strategy, Asset and ESG performance on Block 3/05 and 3/05A, progress in the initial stages of exploration periods
of the new Onshore licences and the effective management of the 2025 corporate budget. The Committee determined to
remove a KPI covering communications with investors and shareholders and to reallocate the 5% weighting from such KPI to
the Onshore Licence Delivery KPI (2.5%) and G&A Budget Delivery KPI (2.5%). The KPIs, their weightings and the total bonus
awarded are set out below:
Target
Weighting
Business Development Delivery
37.5%
Asset and ESG Performance
37.5%
Onshore Licence Delivery
10%
G&A Budget Delivery
10%
Total
100%
Bonus Awarded
50%
The Committee reviewed Company performance in 2025 against the individual KPI targets (and the various criteria against such
targets) and it considered mitigations and factors impacting performance. The Committee’s aggregated assessment of KPI performance
in 2025, taking account of all factors across the Company’s asset portfolio and its business was an award for 2025 of 50% against the
total (100%) KPI target, and accordingly the Executive Directors will receive an annual bonus of 50% of salary for 2025.
FSP share options granted in 2023 which vested in 2026 (3rd Measurement Date)
The table below sets out the nil cost share options which vested at the 3rd Measurement Date of the FSP on 16 March 2026 which
include those unvested nil cost options awarded at both the 1st and the 2nd Measurement Dates .
Founder Share Plan
Nil cost options
granted on the 3rd
Measurement Date
Nil cost options
granted on the 1st
Measurement Date
Nil cost options
granted on the 2nd
Measurement Date
Gross number of
options vesting
Paul McDade
292,571
4,247,558
298,893
4,839,022
Ian Cloke
218,547
3,172,875
223,270
3,614,692
Anastasia Deulina
193,873
2,814,647
198,062
3,206,582
The number of vested Ordinary Shares under the FSP which are subject to Options that remain to be exercised by the Executive
Directors are as follows:
Director
Options in Ordinary Shares Vested under the
FSP and which remain to be exercised
Paul McDade
4,839,022
Ian Cloke
3,614,692
Anastasia Deulina
3,206,582
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
LTIPs granted in 2026
Consistent with the Company’s annual LTIP grant policy, the following LTIP awards have been approved to be formally granted to the
Executive Directors with an effective date of grant of 16 March 2026:
2026 Executive Director LTIP Awards
Name of Participant
Grant Value
(% of salary)
Number of Shares
under Award1
Award
Structure
Paul McDade
200% Base Salary
1,525,086
Option with nil Option Price
Anastasia Deulina
150% Base Salary
838,253
Conditional Award (US)
Ian Cloke
150% Base Salary
838,253
Option with nil Option Price
1 Based on £0.576400 (being the average share price in the thirty days period immediately preceding the effective date of the grant).
Vesting Period:
Awards will vest three years from the 16 March 2026 effective date of the grant subject to
performance and continued employment.
Performance Targets:
60% on an Absolute Award basis and 40% on a Relative Award basis.
Absolute Award measured as follows:
Provided the trigger of TSR of 10% per annum increase over the three year vesting period is met
(based on TSR increase measured from the share price of £0.576400 being the average of the
closing middle-market quotations for Shares (as derived from AIM) for the dealing days in the thirty
days immediately preceding the 16 March 2026 effective date of the grant, then number of Company
shares subject to the Absolute Award that will vest will be 0% of the award will vest for absolute TSR
of 10% p.a. increasing to 100% of awards vesting for absolute TSR of 35% p.a. as measured over the
three years from the effective date of the grant (16 March 2026) and using the net Return Index basis
of calculation of TSR by reference to the 30 day period ending on the applicable day.
Relative Award measured as follows:
Zero percent (0%) of the Relative Award will vest where the relative increase in the Company’s share
price over the vesting period (measured in percentage terms) is lower than the relative increase in
share price over the vesting period of the ninth best performing company in the Company Peer Group;
(measured in percentage terms); and
In the following increments: 12.5%, 25%, 37.5%, 50%, 62.5%, 75%, 87.5% and 100% of the Relative
Award will vest where the relative increase in the Company share price over the vesting period
(measured in percentage terms) is equal or higher sequentially to the relative increase in share
price over the vesting period of the ninth, eighth, seventh, sixth, fifth, fourth, third and second best
performing companies in the Company Peer Group (measured in percentage terms).
“Company Peer Group” is a group of fifteen companies agreed by the Remuneration Committee as
appropriate for the purpose of comparative analysis against the Company for a range of performance
metrics, including for LTIP scheme Relative Award performance measurement.
Details of LTIPs awarded to the Executive Directors in 2024 and 2025 are contained in the Company’s 2024 Annual Report and
the number of options awarded to the Executive Directors under the LTIP in 2024 and 2025 (and which remain unvested) are set
out in the statement of Directors’ interests in this Remuneration Committee Report.
CORPORATE GOVERNANCE
Remuneration Committee Report continued
Implementation of the remuneration policy for 2025 and 2026
In 2024 the Remuneration Committee requested FIT Remuneration Consultants, Afentra’s remuneration advisors, to perform a
comparative review of the Executive Reward Package to ensure that it was both appropriate and competitive and FIT reported in
October 2024. The FIT review benchmarked the total remuneration packages (base salary, bonus, incentive awards and pension)
of the Executive Directors of the Company against a cross section of companies including oil and gas companies with similar
market capitalisation as the Company and other companies not all of which were UK based or AIM listed. The review conclusions
were that the Chief Executive Officer’s total remuneration package was below market (particularly base salary and bonus),
whereas the remuneration packages of the Chief Operating Officer and the Chief Financial Officer were largely competitive.
Considering the findings of the FIT review, the Remuneration Committee determined for 2025 to adjust the remuneration
package of the Chief Executive Officer, Paul McDade by an exceptional base salary increase of 15%, but not to adjust the
remuneration packages of the Chief Operating Officer, Ian Cloke and the Chief Financial Officer, Anastasia Deulina, other than by
the standard incremental annual base salary increase, in line with other Company staff base salary increases.
For 2026 the Committee applied the Policy for Executive remuneration as follows:
Base salary
Effective 1 January 2026, the CEO received a base salary increase of 3% in line with the annual
inflation rate whilst the other Executive Directors received base salary increases of 3 % in line with
the annual inflation rate. The current salaries of the Executive Directors for 2026 are: Paul McDade
£452,530 , Ian Cloke £331,776 and Anastasia Deulina £331,776 .
Pension
10% of salary in line with the Remuneration Policy.
Annual bonus
Annual Bonus will continue to be capped at 100% of base salary. Performance metrics will be based
on the following:
75% of the Bonus will be calculated on the following performance metrics:
• Refinancing and Liquidity (40%)
• Block 3/05 Asset Performance (30%)
• Delivering Value from the Broader Portfolio (15%)
• Business Development (15%)
25% of the Bonus will be exercised at the discretion of the Remuneration Committee.
Unless considered commercially sensitive, the targets and performance against these targets will be
disclosed in the Remuneration Committee report for the year ending 31 December 2026.
FSP
Awards have been made to the Executive team under the FSP at the third measurement date (16 March
2026) and Nil Cost Options in respect of such awards remain unexercised as detailed above. No further
awards will be made under the terms of the FSP plan rules.
LTIP
Awards have been made to the Executive team in 2026 under the annual LTIP award scheme as detailed
above.
Non-Executive fees
The Non-Executive Chairman and Non-Executive Directors will receive the following fees for
2026: Thierry Tanoh £96,000, Gavin Wilson £55,000 (includes £10,000 for Chairmanship of the
Remuneration Committee) and Andrew Osborne £55,000 (includes £10,000 for Chairmanship of
the Audit Committee).
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Corporate Governance
Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Statement of Directors interests
The current Directors’ beneficial interests in the issued share capital of the Company are as follows:
Ordinary shares of 10p each
13 May 2026
2 May 2025
Executive Directors:
Paul McDade
5,497,811
5,339,398
Ian Cloke
3,923,749
3,807,211
Anastasia Deulina
2,644,636
2,539,663
Non-executive Directors:
Gavin Wilson
3,351,666
3,231,666
Jeffrey MacDonald
225,000
-
Thierry Tanoh
-
-
The current Directors’ beneficial interests in unvested nil cost options (subject to performance conditions) under the LTIP, and including
LTIP awards that have been approved by the Company to be formally granted to the Executive Directors with an effective date of grant
of 16 March 2026 are as follows:
Gross no. of unvested nil cost options
Total
Effective Grant
Date
16 March 2026
Effective Grant
Date
2 May 2025
Effective Grant
Date
12 July 2024
Executive Directors:
Paul McDade
5,053,629
1,525,086
2,075,256
1,453,287
Ian Cloke
2,866,448
838,253
1,140,652
887,543
Anastasia Deulina
2,866,448
838,253
1,140,652
887,543
Details of the award date, vesting date, award price and performance conditions for the nil cost options awarded in 2024 and
2025 are contained in the Company’s 2024 Annual Report.
The current Directors’ beneficial interests in vested nil cost options under the FSP that have not been exercised by such
Directors are as follows:
Gross no. of vested but unexercised FSP
nil cost options
Total
3rd Measurement
Date (16 March
2026) Nil Cost
Option
2nd Measurement
Date (16 March
2025) Nil Cost
Option
1st Measurement
Date (16 March
2024) Nil Cost
Option
Executive Directors:
Paul McDade
4,839,022
292,571
298,893
4,247,558
Ian Cloke
3,614,692
218,547
223,270
3,172,875
Anastasia Deulina
3,206,582
193,873
198,062
2,814,647
Beneficial shareholdings include the shareholdings of a Director’s spouse and infant children.
CORPORATE GOVERNANCE
Remuneration Committee Report continued
Non-Executive Director – Share Options
Current Non-Executive Directors Thierry Tanoh and Gavin Wilson and former Non-Executive Director Jeffrey MacDonald hold
market value share options at an exercise price of £0.5740 per Ordinary Shares as set out below. The award date, vesting date
and exercise period for the market value options are set out in the Company’s 2024 Annual Report.
Gross no. of unvested Market Value Share Options
Total
Non-Executive Directors:
Thierry Tanoh
1,500,000
Gavin Wilson
1,500,000
Jeffrey MacDonald
449,250
Jeffrey MacDonald retired as Non-Executive Director and Chairman of the Company on 4 June 2025, and in consequence of
such retirement the Remuneration Committee determined that as a Good Leaver under the rules of the Non-Executive Director
Share Option Plan, that his original market value share option award of 1,500,000 should be proportionately reduced to 449,250
(29.95% of the original award) and that the ten year period in which to exercise his market value share options would be reduced
to one year, running from the Normal Vesting Date for such options.
Directors’ and Officers’ liability insurance
The Company has granted an indemnity to its Directors (including subsidiary undertakings) under which the Company will, to
the maximum extent possible by law, indemnify them against all costs, charges, losses and liabilities incurred by them in the
performance of their duties.
The Company provides limited Directors’ and Officers’ liability insurance, at a cost of approximately $79.9k in 2025 (2024: $44.9k).
External directorships
None of the executive Directors receive fees in relation to directorships in other companies.
Committee meetings and attendance
The table below sets out the number of Committee meetings held during the year ended 31 December 2025 and the attendance
record of the Committee members at such meetings of which they were eligible to attend:
Total number of meetings in year
2
Thierry Tanoh
2 / 2
Gavin Wilson
2 / 2
Andrew Osborne
1 / 1
Jeffrey MacDonald
1 / 1
1 Andrew Osborne was appointed as a member of the Remuneration Committee on 10 November 2025.
2 Jeffrey MacDonald retired as a member of the Remuneration Committee on 4 June 2025
Gavin Wilson
Chairman of the Remuneration Committee
13 May 2026
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Afentra plc
Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE
Directors’ Report
The Directors present their Annual Report and Financial
Statements on the affairs of the Company and its
subsidiaries, together with the independent Auditors’ Report
for the year ended 31 December 2025.
Principal activity and business review
With West Africa continuing as its geographic focus, the
principal activities of the Group and Company throughout
the year were the entry into an acquisition agreement
with ETU Energias for additional equity in Blocks 3/05
and 3/05A, commencement of exploration operations
in onshore Kwanza Blocks KON15 and KON19, securing
the award of a 40% participating interest together with
Operatorship in offshore Block 3/24 adjacent to Blocks 3/05
and 3/05A, initialling terms (subject to formal Government
approval) for a 35% participating interest and Operatorship
in onshore Kwanza Block KON4, developing organisational
capabilities (including the expansion of the Company’s
Angola office and staffing) in support of its transition to an
Operator, and continuing to evaluate upstream opportunities
by way of acquisition and obtaining upstream licence
interests. The future strategy and prospects for the Group
are reviewed in detail in the Chairman’s Statement, Chief
Executive Officer’s Statement and the Strategic Report
section of this report.
The Group operates through subsidiary undertakings
as appropriate to the fiscal environment. Subsidiary
undertakings of the Group are set out in Note 13 to the
financial statements.
In 2025 the Group used several KPIs to assess the business
performance against strategy including M&A led growth
initiatives and acquisitions, managing the performance of the
group’s newly acquired assets and controlling its G&A expenses.
In 2026 the future developments of the Group will be
focused on realising the upside of the portfolio assembled,
including progressing the development and exploration
activities in the newly awarded offshore Block 3/24 and
in onshore Blocks KON15, KON19 and, following formal
Government award, Block KON4, the safe operational
delivery of asset performance targets, development
of Operatorship capacity, new complementary licence
opportunities and the continued assessment and pursuit
of M&A opportunities, as described in the Strategic Report
pages 18 – 65. These development objectives will be
delivered through the Group’s UK based commercial and
technical team and through the recently expanded asset
and Operatorship focussed Angolan based workforce.
Results and dividends
The Group loss for the financial year was $3.2 million
(2024: $52.4 million profit). This leaves accumulated Group
retained earnings of $66.0 million (2024: $69.2 million) to
be carried forward. The Directors did not recommend the
payment of a dividend in 2025 (2024 dividend: $nil).
Directors’ liabilities
Qualifying third-party indemnity provisions for the benefit
of all the Directors were in force throughout the financial
year and they remained in force as at the date of approval
of the Annual Report as described in the Remuneration
Committee report pages 81 – 91.
Going concern
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Operations Review on pages
28 – 45. The financial position of the Group and Company,
its cash flows and liquidity position are described in the
Financial Review on pages 62 – 65. In addition, Note 24 to
the financial statements includes the Group’s objectives,
policies and processes for managing its capital financial risk:
details of its financial instruments and its exposures to credit
risk and liquidity risk.
The Group has sufficient cash resources for its working
capital needs and its committed capital expenditure
programme at least for the next 12 months from the signing
of the annual report. Consequently, the Directors believe
that both the Group and Company are well placed to
manage their business risks successfully.
The Group has sufficient cash resources based on existing
cash on balance sheet, proceeds from future oil sales and
access to the newly agreed prepayment facility to meet its
liabilities as they fall due for a period of at least 12 months
from the date of signing these financial statements, based
on forecasts covering the period through to 31 May 2027.
The Board has considered a combination of downside
scenarios, including production shortfalls alongside higher
costs and lower than anticipated oil prices. The impact
of these downside scenarios can be mitigated through a
combination of existing hedges and the rephasing of certain
projects included in the preliminary capital expenditure
programme by the Joint Venture. The Board also notes
the continued implementation of the hedging policy
and is confident in the utilisation of commodity-based
derivatives to manage oil price downside risk. As part of this
assessment, the Directors have considered the principal
financial covenant under the new prepayment facility, being
the Advance Life Cover Ratio (“ALCR”), which requires
forecast revenues attributable to the secured assets to
maintain a minimum cover ratio of 1.30x against outstanding
indebtedness. Based on the Group’s forecasts and
sensitivities performed, the ALCR covenant is not forecast
to be breached during the going concern assessment period.
Thus, the Board believes it is appropriate to continue to
adopt the going concern basis of accounting in preparation
of the financial statements.
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Group has
adequate resources to continue in operational existence for
the foreseeable future.
Capital structure
Details of the issued share capital, together with details of the
movements in the Company’s issued share capital during the
year, are shown in Note 18 to the financial statements. The
Company has one class of ordinary share, which carries no
right to fixed income. Each share carries the right to one vote
at general meetings of the Company. There are no specific
restrictions on the size of a holding nor on the transfer of
shares, which are both governed by the general provisions of
the Articles of Association of the Company and prevailing
legislation. The Directors are not aware of any agreements
between holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights. No
person has any special rights of control over the Company’s
share capital and all issued shares are fully paid.
The Group’s objectives when managing capital are to
safeguard its ability to continue as a going concern and to
maintain an optimal capital structure to reduce the cost of
capital. The Group monitors the capital requirements of its
business over the short, medium and long term in order to
determine when additional capital may be required.
Directors
The Directors who served during the year were as follows:
• Mr. Paul McDade
• Mr. Ian Cloke
• Ms. Anastasia Deulina
• Mr. Jeffrey MacDonald (until his retirement on 4 June
2025)
• Mr. Thierry Tanoh
• Mr. Gavin Wilson
• Mr. Andrew Osborne (from his appointment on 10
November 2025)
Biographical details of the current serving Directors can be found
in the Board of Directors section of this report on pages 68 – 71.
Directors and election rotation
With regard to the appointment and re-election of the
Directors, the Company is governed by its Articles of
Association, the Companies Acts and related legislation.
Significant shareholdings
Except for the holdings of ordinary shares listed below, the
Company has not been notified by or become aware of
any persons holding 3% or more of the 226,155,990 issued
ordinary shares of 10 pence each of the Company at
13 May 2026:
Number
%
Askar Alshinbayev
48,104,784
21.27%
Denis O'Brien
16,000,000
7.07%
Kite Lake Capital Management
(UK) LLP
13,500,000
5.97%
Business risk
A summary of the principal and general business risks can
be found within the Strategic Report on pages 56 – 59.
Financial instruments
Information about the use of financial instruments, the
Group’s policy and objectives for financial risk management
is given in Note 24 to the financial statements.
Subsequent events
Details of the subsequent events are given in Note 29 to the
financial statements.
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CORPORATE GOVERNANCE
Statement of Directors’ responsibilities
Directors’ Report continued
The Directors are responsible for preparing the annual report
and the Group financial statements in accordance with
applicable United Kingdom law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law and the
AIM listing rules the directors have prepared the Group
financial statements in accordance with UK adopted
international accounting standards, and the company
financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law).
Under company law the directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance
with UK adopted international accounting standards
subject to any material departures disclosed and
explained in the financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any
time the financial position of the Group and the Company and
enable them to ensure that the financial statements comply
with the requirements of the Companies Act 2006. They are
also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are also responsible for preparing the Strategic
Report, Directors’ Report, the Directors’ Remuneration
Report and the Statement of Corporate Governance in
accordance with the Companies Act 2006 and applicable
regulations including the AIM Rules for Companies.
Website publication
The Directors are responsible for ensuring the Annual
Report and the Group financial statements are made
available on a website. The Group financial statements are
published on the Company’s website in accordance with
legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance and
integrity of the Company’s website is the responsibility of
the Directors. The Directors’ responsibility also extends
to the ongoing integrity of the Group financial statements
contained therein.
For and on behalf of the Board
Paul McDade
Chief Executive Officer
13 May 2026
Auditors
Each of the persons who are a Director at the date of approval of this Report and Financial Statements confirms that:
• so far as the Director is aware, there is no relevant audit information of which the Company’s Auditors are unaware; and
• the Director has taken all the steps that it ought to have taken as a director in order to make themselves aware of any
relevant audit information and to establish that the Company’s Auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
BDO LLP was re-appointed as Auditor in 2025 and will therefore continue in office as Auditors. A resolution to appoint BDO will
be proposed at the forthcoming Annual General Meeting to be held on 23 June 2026.
Streamlined Energy and Carbon Reporting (SECR)
Afentra reports its UK emissions, in line with the UK’s Streamlined Energy and Carbon Reporting (SECR) framework and a
summary of the Group’s energy consumption and associated emissions for its UK operations:
Scope 1: Direct Emissions
Scope 1 emissions for Afentra’s UK operations are 0 kgCO2e, as the Company does not operate any combustion processes
or vehicles in the UK.
Scope 2: Indirect Emissions from Electricity
The annual electricity consumption for Afentra’s London office was approximately 33,546 kWh, representing a reduction of roughly
22% compared to 2024 (43,214.53 kWh). This decrease primarily reflects the relocation to a new office effective 1 January 2025.
Using the updated UK grid emissions factor of 0.177 kgCO2e per kWh, this equates to approximately 5,937 kgCO2e in 2025,
compared to 7,649 kgCO2e in 2024.
Scope 3: Indirect Emissions from Business Travel
Travel during 2025 accounted for 520,214 kgCO2e. This marks a decrease from 600,773.14 kgCO2e reported for corporate
travel in 2024. Rail travel remained negligible.
Energy intensity ratio
There were 19 UK employees as of 31 December 2025, so the 5,937 kgCO2e of electricity-related emissions for the London office
equates to approximately 312 kgCO2e per employee.
Methodologies
Electricity-related emissions were calculated using the UK Government’s 2025 grid emissions factor of 0.177 kg CO2e per kWh,
applied to annual electricity consumption data for the London office.
Travel emissions were calculated based on flight distances and class-specific emission factors.
Afentra remains committed to reducing its environmental footprint and will continue exploring opportunities for sustainability
improvements across its UK footprint and adhering to SECR requirements.
For and on behalf of the Board.
Paul McDade
Chief Executive Officer
13 May 2026
Anastasia Deulina
Chief Financial Officer
13 May 2026
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Group Accounts
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
Opinion on the Financial Statements
In our opinion:
• the financial statements of Afentra plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) give a true and fair view of the
state of the Group’s and of the Parent Company’s affairs as at 31 December 2025 and of the Group’s loss and cash flows for
the year then ended;
• the Group financial statements have been properly prepared in accordance with United Kingdom adopted international
accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements for the year ended 31 December 2025 which comprise of the following:
Group
Parent Company
Consolidated statement of profit or loss and other
comprehensive income
Company statement of financial position
Consolidated statement of financial position
Company statement of changes in equity
Consolidated statement of changes in equity
Consolidated statement of cash flows
Related notes 1 to 29 to the financial statements which includes material accounting policy information
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law
and United Kingdom adopted international accounting standards. The financial reporting framework that has been applied in the
preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including
Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
• Verifying the opening cash position used in the cash flow forecast;
• Reviewing and recalculating forecast covenants included in the Prepayment Facility;
• Obtaining and assessing the reasonableness of the Group and Parent Company’s base case cash flow forecasts and underlying
assumptions which have been approved by the Board, by reviewing historic forecasts against actuals in order to assess the
ability of Management to forecast accurately;
• Reviewing licence agreements to check that committed expenditure is appropriately included in forecasts;
• Comparing the level of committed exploration and investment spend per the Group’s and Parent Company’s contractual
arrangements to the level of such expenditure included in the going concern model;
• Performing checks on the arithmetical accuracy of the cash flow forecasts approved by the directors;
• Reviewing stress test scenarios including scenarios relating to reduced production levels, increased costs and reduced
commodity prices;
• Reviewing and consideration of mitigating actions included by management in the stress test scenario to ensure that these
are reasonable and appropriate; and
• Reviewing and considering the adequacy of disclosures in the financial statements relating to the Directors’ assessment
of the going concern basis of preparation in order to conclude whether the disclosure reflects our understanding of the
business and evidence obtained during the course of the audit.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue. However, because
not all future events or conditions can be predicted, this statement is not a guarantee as to the Group and the Parent Company’s
ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Overview
Key audit matters
2025
2024
Valuation of contingent consideration
Yes
No
Reversal of impairment of Parent Company’s loan receivable from the UK subsidiary1
Yes
Yes
Accounting for decommissioning obligation and prefund assets
No
Yes
Accounting for decommissioning obligation and prefund assets is no longer considered to be a key audit
matter as the accounting treatment and related judgements have been concluded on in the prior year.
Given that the facts and circumstances have not changed significantly this is not considered to be a key
audit matter in the current year.
Materiality
Group Financial Statements as a whole
$2.5 million (2024: $3.3 million) based on 5% of adjusted 2-year average profit before taxation (2024: 5%
of profit before taxation).
1 In the prior year management impaired the Parent Company’s receivable from its UK subsidiary by $20 million. In the current year, as described further in note
1 and 26, the Angolan subsidiary guaranteed the payment of this receivable from the UK subsidiary and management have reversed the historical impairment.
Therefore, our key audit matter in the current year is on the accuracy of the reversal of the historical credit loss impairment.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting
framework and the Group’s system of internal control. We identified and assessed the risks of material misstatement of the
Group financial statements including with respect to the consolidation process. We then applied professional judgement to focus
our audit procedures on the areas that posed the greatest risks to the group financial statements. We continually assessed risks
throughout our audit, revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an
acceptable level, in order to provide a basis for our opinion.
Independent auditor report
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Components in scope
From the above risk assessment and planning procedures, we determined which of the Group’s components were likely to include
risks of material misstatement relevant to the Group’s financial statements. We then determined the type of procedures to be
performed at these components, and the extent to which component auditors were required to be involved.
The total number of components within the scope of our work was as follows:
Number of components
FY 2025
FY 2024
Audit procedures on entire financial information of the component [1]
2
4
Audit procedures on one or more account balances, classes of
transactions or disclosures [2]
4
2
6
6
As part of performing our Group audit, we have determined the components in scope as follows:
Scope [1]: Comprises Afentra Plc (Parent Company), Afentra (Angola) Limited
Scope [2]: Comprises Afentra (Northwest Africa) Holdings sub-consolidation which is made up of Afentra (Northwest Africa)
Limited, Afentra Holdings Limited and Afentra (East Africa) Limited as well as Afentra (Offshore Developments) Limited, Afentra
(UK) Limited and Afentra (Onshore Developments) Limited.
In determining components, we have considered how components are organised within the Group, and the commonality of
control environments, legal and regulatory framework, and level of aggregation associated with individual entities. Whilst there is
relative commonality of controls across the Group, differences in jurisdictional risk, and the legal and regulatory frameworks under
which the entities operate, prevent the further amalgamation of components.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain
sufficient appropriate evidence. These further audit procedures included:
• Procedures on the entire financial information of the components where identified aggregation risk, including performing
substantive procedures; and
• Procedures on one or more classes of transactions, account balances or disclosures for components where we identified low
or no aggregation of risks.
Changes from the prior year
In the current year there have been no significant changes to the group audit scope from the prior year. Afentra (UK) Limited and
Afentra (Onshore Developments) Limited were included as scope [1] components in 2024, where audit procedures on entire financial
information of the component were performed. We revisited our risk assessment during 2025 and identified that the sufficient
assurance for the group audit would be obtained through audit procedures on specific account balances and classes of transactions.
How Climate change affected the scope of our audit
The Group has determined that the most significant future impact from climate change on its operations will be from exposures on
the oil assets that the Group has invested in. Our work on the assessment of potential impacts of climate-related risks on the Group’s
operations and financial statements included:
• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their
potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate
change affects this particular sector; and
• Review of the minutes of Board and Audit Committee meetings and other papers related to climate change and performed a
risk assessment as to climate change may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations including the expected cash flows from the initiatives and
commitments have been reflected, where appropriate, in the Directors’ going concern assessment and in management’s
judgements and estimates in relation to cashflow forecasts.
The management disclosures on pages 48 – 55 form part of the “Other information,” rather than the audited financial
statements. Our responsibilities in relation to the “Other information” are described in the relevant section of this report and
our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with
the financial statements or our knowledge obtained from the audit or otherwise appear to be materially misstated.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in
the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Valuation of contingent consideration
See Note 1m to the financial statements for details of the accounting policy and Note 2 for the critical accounting estimates
and assumptions relating to this key audit matter.
Details of the contingent consideration provision are provided in Note 22.
Key audit matter
description
The group has raised provisions for contingent consideration as a result of the stepped acquisition of
oil and gas assets across block 3/05 and block 3/05A. The consideration payable is dependent upon
future oil production, oil price hurdles as well as future block 3/05A developments.
Following a decline in the oil price outlook, there was a significant decrease in the amount that has
been provided for from $29.9 million in December 2024 to $13.5 million as at December 2025. This
provision is measured by applying a probability weighted, multiple scenario approach to each tranche
to estimate the fair value of the contingent consideration payable.
Given the significant judgements, estimates and assumptions involved in determining the key
valuation assumptions, the most significant of which are the selection of reasonably possible
scenarios and their relative probabilities, and the probability of forecast oil price exceeding the $65/bbl
threshold for each payment period, we considered this to be a key audit matter and a significant risk.
How the scope of our
audit responded to
the risk
In response to the key audit matter described above, we performed the following procedures:
• We evaluated the reasonableness of the probability weighting applied to measure contingent
consideration and challenged management’s assessment of the likelihood of each contingency being
met. Our challenge of management’s judgement included agreeing estimates of future oil prices and
production forecasts to external sources, latest production forecasts and the lead operator’s budget;
• We performed a stand-back assessment and evaluated management’s valuation of the contingent
consideration provision for any evidence of management bias in assumptions and judgements
applied; and
• We evaluated the adequacy of the related disclosures in the financial statements, including the
associated critical accounting judgement set out in Note 2.
Key observations
Based on the procedures performed, we considered the judgements, estimates and assumptions
made by management to be within a reasonable range.
We considered management’s disclosures to be appropriate.
Independent auditor report continued
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Annual Report and Financial Statements 2025
Reversal of impairment of Parent Company’s loan receivable from the UK subsidiary
See Note 1m to the financial statements for details of the accounting policy and Note 2 for the critical accounting estimates
relating to this key audit matter.
Details of the Parent Company’s receivables from the UK subsidiary are provided in Note 15.
Key audit matter
description
In 2025, the Parent Company’s subsidiary Afentra (Angola) Limited provided a guarantee over
the amount due from another subsidiary, Afentra (UK) Limited. Management included this credit
enhancement in their measurement of the recoverable value and required credit loss provision, and
reversed the previous impairment of $20 million recognised in 2024.
In assessing the recoverability of the loan receivable by the Parent Company from Afentra (UK)
Limited at the year end, the Parent makes key assumptions about factors such as:
• the ability of Afentra (Angola) Limited to meet its obligations under the guarantee contract,
including consideration of other existing obligations and relative rankings of this guarantee in
various scenarios; and
• the estimated market value of the group attributable to the Angola subsidiary.
As a result, we identified a key audit matter in respect of the reversal of the 2024 impairment.
How the scope of our
audit responded to
the risk
Our specific audit testing regarding this included the following:
• Reviewing management’s assessment of expected credit loss in respect of the carrying value of
intercompany receivables in accordance with IFRS 9;
• Confirming our understanding of the nature of the advances and guarantees through inspection of
agreements and discussions with management. This included obtaining an understanding of the
purpose of the advances and the repayment terms;
• Reviewing the guarantee and assessing the capability of Afentra (Angola) Limited to provide
the guarantee and evaluating the ability to pay if the guarantee is called upon. Assessing the
reasonableness of the waterfall calculation and agreeing inputs to supporting documentation; and
• Reviewing disclosures in the annual financial statements and ensuring compliance with
requirements of IFRS 9, including disclosure of judgements and estimates.
Key observations
Based on the procedures performed, we considered the judgements and estimates made by
management to be reasonable.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions
of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group Financial Statements
Parent Company Financial Statements
2025
$’000
2024
$’000
2025
$’000
2024
$’000
Materiality
2,470
3,279
1,173
750
Basis for determining
materiality
5% of adjusted two-
year average profit
before tax
5% of profit before tax
3.5% of net assets
3.5% of net assets
Rationale for the
benchmark applied
We determined
materiality using profit
before tax as the
primary benchmark as
this is a key financial
metric used by
stakeholders. Given
the volatility over
the past 2 years, an
average profit before
tax over the period has
been applied which
provides a more stable
and representative
basis of assessing
and determining
materiality. This
has been further
adjusted, as the
current year includes
a significant one-off
loss on disposal of the
Odewayne exploration
and evaluation asset.
The Group had a full
year of generating
revenue in 2024.
Profit before tax was
determined to be an
appropriate benchmark
as the Group is profit
oriented and as such
this is the financial
metric of most interest
to the users of the
financial statements.
Afentra Plc is a holding company with
investments in subsidiaries as material balances.
We considered a benchmark based on net
assets to be most appropriate.
Performance
materiality
1,852
2,459
880
563
Basis for determining
performance
materiality
75% of the above materiality level.
Rationale for the
percentage applied
for performance
materiality
In reaching our conclusion on the level of performance materiality to be applied, we considered a
number of factors including the expected total value of known and likely misstatements (based
on past experience), our knowledge of the Group’s internal controls and management’s attitude
towards proposed adjustments.
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Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the
Parent Company whose materiality and performance materiality are set out above, based on a percentage of between 22% and
41% (2024: 7% and 71%) of Group performance materiality dependent on a number of factors including size of component and
our assessment of the risk of material misstatement of those components. Component performance materiality ranged from
$556k to $1,019k (2024: $225k to $2,336k).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $123k (2024:
$163k). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual
report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
Strategic report or the Directors’ report.
Matters on which we
are required to report
by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for
our audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of
the Parent Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance and the Audit Committee; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be the applicable accounting framework, the UK Companies Act, tax
legislation including Angolan Petroleum Income Tax, the Angolan Petroleum Activities Law, AIM Listing Rules and the QCA
corporate governance code.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the
amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such
laws and regulations to be Angolan environmental regulations, the health and safety legislation and the UK Bribery Act 2010.
Our procedures in respect of the above included:
• Holding discussions with management and the Audit Committee regarding their knowledge of any known or suspected
instances of fraud or non-compliance with laws and regulations;
• Enquiries of the legal team of the Group and the Parent Company whether there were any litigations and claims;
• Review of RNS announcements and minutes of meetings of those charged with governance for any instances of non-
compliance with laws and regulations;
• Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Involvement of tax specialists in the risk assessment for the audit;
• Review of legal expenditure accounts to understand the nature of expenditure incurred; and
• Review of minutes of board meetings as well as the technical, finance, contractor and operating committee meetings.
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Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud.
Our risk assessment procedures included:
• Enquiry with management, those charged with governance and the Audit Committee regarding any known or suspected
instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted
by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls via
posting inappropriate journal entries and management bias with respect to significant accounting estimates and judgements.
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to supporting
documentation and testing a sample of journals outside of the risk criteria by agreeing to supporting documentation;
• Assessing whether the significant judgements and accounting estimates were indicative of potential bias; and
• Performing a review of the Group’s year end adjusting entries and consolidation entries and investigating any that appear
unusual as to nature or amount to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Gordon Whiley (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor,
London, UK
13 May 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Independent auditor report continued
to the members of Afentra Plc
108
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Consolidated statement of profit or loss and other
comprehensive income
Consolidated statement of financial position
For the years ended 31 December
Note
2025
$000
2024
$000
Revenue
3
114,385
180,860
Cost of sales
4
(69,223)
(94,124)
Expected credit loss on joint venture receivables
15
(1,616)
-
Gross profit
43,546
86,736
Other administrative expenses
(13,730)
(10,439)
Pre-licence costs
(1,562)
(1,828)
Total administrative expenses
(15,292)
(12,267)
Loss on disposal of intangible assets
5
(19,505)
-
Impairment of intangible asset
5
(500)
-
Gain on revaluation of contingent consideration provision
22
13,235
-
Profit from operations
6
21,484
74,469
Finance income
8
33
106
Finance costs
8
(7,758)
(9,000)
Profit before tax
13,759
65,575
Income tax
9
(16,946)
(13,225)
(Loss)/profit for the year attributable to the owners of
the parent
(3,187)
52,350
Items that may be reclassified subsequently to profit or loss
Foreign exchange differences on translation of foreign
operations
(96)
(35)
Total other comprehensive loss for the year1
(96)
(35)
Total comprehensive (loss)/income for the year
attributable to the owners of the parent
(3,283)
52,315
Basic (loss)/earnings per share (US cents)
10
(1.4)
23.3
Diluted (loss)/earnings per share (US cents)
10
(1.4)
21.1
1 During the reporting period, the items recognised in OCI did not give rise to any current or deferred tax effects
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
As at 31 December
Note
2025
$000
2024
$000
Non-current assets
Intangible exploration and evaluation assets
11
1,332
22,479
Property, plant and equipment
12
171,229
131,041
172,561
153,520
Current assets
Inventories
14
25,012
7,464
Trade and other receivables
15
11,623
10,618
Derivative assets
27
225
196
Cash and cash equivalents
16
5,145
46,880
Restricted funds
17
5,044
7,930
47,049
73,088
Total assets
219,610
226,608
Current liabilities
Borrowings
20
10,874
11,271
Trade and other payables
21
68,811
52,939
Derivative liabilities
27
-
1,279
Contingent consideration provision
22
3,500
5,535
Lease liability
23
240
97
83,425
71,121
Non-current liabilities
Borrowings
20
20,227
30,145
Contingent consideration provision
22
9,932
24,367
Deferred tax liability
9
11,520
1,661
Lease liability
23
674
685
42,353
56,858
Total liabilities
125,778
127,979
Equity attributable to equity holders of the Company
Share capital
18
28,914
28,914
Currency translation reserve
19
(429)
(333)
Share option reserve
19
2,117
842
Own shares reserve
19
(2,789)
-
Retained earnings
19
66,019
69,206
93,832
98,629
Total liabilities and equity
219,610
226,608
The financial statements of Afentra plc, registered number 01757721, were approved by the Board of Directors and authorised for
issue on 13 May 2026. Signed on behalf of the Board of Directors:
Paul McDade
Chief Executive Officer
13 May 2026
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Equity attributable to equity holders of the Company
Note
Share
capital
$000
Currency
translation
reserve
$000
Share
option
reserve
$000
Own
shares
reserve
$000
Retained
earnings
$000
Total
$000
At 1 January 2024
28,143
(298)
965
-
19,162
47,972
Profit for the year
-
-
-
-
52,350
52,350
Currency translation adjustments
-
(35)
-
-
-
(35)
Total comprehensive profit/(loss) for the
year attributable to the owners of the parent
-
(35)
-
-
52,350
52,315
Share-based payment charge for the year
-
-
989
-
-
989
Share options exercised
771
-
(1,112)
-
(2,306)
(2,647)
At 31 December 2024
28,914
(333)
842
-
69,206
98,629
Loss for the year
-
-
-
-
(3,187)
(3,187)
Currency translation adjustments
-
(96)
-
-
-
(96)
Total comprehensive loss for the year
attributable to the owners of the parent
-
(96)
-
-
(3,187)
(3,283)
Share-based payment charge for the year
-
-
1,872
-
-
1,872
Shares purchased
-
-
(3,106)
-
(3,106)
Share options exercised
25
-
-
(597)
317
-
(280)
At 31 December 2025
28,914
(429)
2,117
(2,789)
66,019
93,832
For the years ended 31 December
Note
2025
$000
2024
$000
Operating activities
Profit before tax
13,759
65,575
Adjusted for:
Depreciation, depletion and amortisation
12
22,233
12,873
Share-based payment expense
25
1,872
989
Tax payments related to share-based payments
25
(280)
(2,702)
Unrealised (gains)/losses on derivatives
(1,308)
1,200
Loss on disposal of intangible asset
5
19,505
-
Impairment of intangible asset
5
500
-
Hedge cost
-
(117)
Expected credit loss
1,616
-
Gain on revaluation of contingent consideration
(13,235)
-
Finance income
8
(33)
(106)
Finance costs
8
7,758
9,000
Operating cash flow prior to working capital movements
52,387
86,712
(Increase)/decrease in inventories
(17,548)
21,403
Increase in trade and other receivables
(871)
(7,459)
Increase/(decrease) in trade and other payables
4,534
(5,304)
Cash flow generated from operating activities
38,502
95,352
Income tax paid
(8,889)
(9,762)
Net cash flow generated from operating activities
29,613
85,590
Investing activities
Asset acquisitions
-
(28,428)
Deposit for asset acquisitions
(1,750)
-
Interest received
8
33
106
Purchase of property, plant and equipment
12
(49,029)
(19,997)
Exploration and evaluation costs
11
(830)
(612)
Sales proceeds on Odewayne disposal
1,972
-
Cash inflow from restricted funds
2,886
-
Contingent consideration paid
22
(5,544)
(4,621)
Net cash used in investing activities
(52,262)
(53,552)
Financing activities
Drawdown on loan facilities
20
2,400
35,748
Principal repayments on loan facilities
20
(12,905)
(27,364)
Cash outflow from restricted funds
-
(3,080)
Shares acquired for settlement of share-based payments
(3,106)
-
Interest paid
(5,172)
(5,051)
Principal and interest paid on lease liability
23
(201)
(160)
Net cash (used in)/generated from financing activities
(18,984)
93
Net (decrease)/increase in cash and cash equivalents
(41,633)
32,131
Cash and cash equivalents at beginning of year
46,880
14,729
Effect of foreign exchange rate changes
(102)
20
Cash and cash equivalents at end of year
16
5,145
46,880
Consolidated statement of changes in equity
Consolidated statement of cash flows
112
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Afentra plc
Annual Report and Financial Statements 2025
As at 31 December
Note
2025
$000
2024
$000
Non-current assets
Trade and other receivables
15
25,139
14,109
Investments in subsidiaries
13
-
20,140
25,139
34,249
Current assets
Trade and other receivables
15
5,340
4,167
Cash and cash equivalents
16
3,590
8,267
8,930
12,434
Total assets
34,069
46,683
Current liabilities
Trade and other payables
21
539
411
Borrowings from group companies
20
-
27,517
539
27,928
Total liabilities
539
27,928
Equity
Share capital
18
28,914
28,914
Share option reserve
2,738
1,183
Own shares reserve
(2,789)
-
Retained earnings
4,667
(11,342)
Total equity
33,530
18,755
Total liabilities and equity
34,069
46,683
The profit for the financial year within the Company accounts of Afentra plc was $16.0 million (2024: $24.9 million loss). As permitted by
s408 of the Companies Act 2006, no individual Statement of Comprehensive Income is provided in respect of the Company.
The financial statements of Afentra plc, registered number 01757721, were approved by the Board of Directors and authorised for issue
on 13 May 2026.
Signed on behalf of the Board of Directors:
Paul McDade
Chief Executive Officer
13 May 2026
Note
Share
capital
$000
Share
option
reserve
$000
Own
shares
reserve
$000
Retained
earnings
$000
Total
$000
At 1 January 2024
28,143
965
-
13,525
42,633
Loss for the year
-
-
-
(24,867)
(24,867)
Share-based payment charge for the year
-
989
-
-
989
Share options exercised
771
(771)
-
-
-
At 31 December 2024
28,914
1,183
-
(11,342)
18,755
Profit for the year
-
-
-
16,009
16,009
Share-based payment charge for the year
-
1,872
-
-
1,872
Shares purchased
-
-
(3,106)
-
(3,106)
Share options exercised
25
-
(317)
317
-
-
At 31 December 2025
28,914
2,738
(2,789)
4,667
33,530
Company statement of financial position
Company statement of changes in equity
114
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
1. MATERIAL ACCOUNTING POLICIES
a) General information
Afentra plc (the ‘Company’) is a public company, limited by shares, incorporated in the United Kingdom under the UK Companies
Act 2006 and is registered in England and Wales. The address of the registered office is 10 St Bride Street, London, EC4A 4AD.
The principal activities of the Company and its subsidiaries (the “Group”) and the nature of the group’s operations include the
exploration, development and production of commercial oil and gas.
These financial statements are presented in US dollars rounded to the nearest thousand, unless stated otherwise. They include
the financial statements of Afentra plc and its consolidated subsidiaries. The functional currency of the Company is US dollars.
Foreign operations are included in accordance with the policies set out in note 1 (i).
The financial statements have been prepared under the historical cost convention except for derivative financial instruments,
including contingent consideration provision, which have been measured at fair value through profit or loss. The principal accounting
policies adopted are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
b) Basis of accounting and adoption of new and revised standards
The Group financial statements have been prepared in accordance with UK adopted international accounting standards and with
those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated. As ultimate
parent of the Group, the Company’s financial statements have been prepared in accordance with Financial Reporting Standard
101 Reduced Disclosure Framework (FRS 101). FRS 101 addresses the financial reporting requirements and disclosure exemptions
in the individual financial statements of “qualifying entities”, that otherwise apply the recognition, measurement and disclosure
requirements of UK adopted international accounting standards.
The disclosure exemption adopted by the Company in accordance with FRS 101 are:
• a statement of compliance with all IFRS;
• related party transactions with two or more wholly owned members of the group; and
• a Statement of Cash Flows and related disclosures.
In addition, and in accordance with FRS 101, further disclosure exemptions have been applied because equivalent disclosures are
included in the consolidated financial statements of Afentra plc. These financial statements do not include certain disclosures in
respect of:
• financial instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures; and
• fair value measurements – details of the valuation techniques and inputs used for fair value measurement of assets and
liabilities as per paragraphs 91 to 99 of IFRS 13 Fair Value Measurement.
(i) New and amended standards adopted by the Group:
The following standards and amendments became effective in the year ended 31 December 2025.
Standard
Description
Effective date
IAS 21
Amendment – Lack of Exchangeability
1 January 2025
The above amendment has not had a material impact on the Group.
(ii) Standards, amendments and interpretations, which are effective for reporting periods beginning after the date of these
financial statements which have not been adopted early:
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS
Accounting Standards that have been issued but are not yet effective:
Standard
Description
Effective date
IFRS 7 / IFRS 9
Amendment – Classification and Measurement of Financial Instruments
1 January 2026
IFRS 7 / IFRS 9
Amendment – Contracts Referencing Nature-dependent Electricity (previously
Power Purchase Agreements)
1 January 2026
IFRS 18
Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19
Subsidiaries without Public Accountability: Disclosures
1 January 2027
The Group is currently assessing the effect of these new accounting standards and amendments. IFRS 18 Presentation
and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major
consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements
(renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect
on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect
on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement
of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance
measures. The Group does not expect to be eligible to apply IFRS 19.
c) Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance, and position
are set out in the Operations Review on pages 28 – 45. The financial position of the Group and Company, its cash flows and
liquidity position are described in the Financial Review on pages 62 – 65. In addition, Note 24 to the financial statements includes
the Group’s objectives, policies and processes for managing its capital financial risk, details of its financial instruments and its
exposures to credit risk and liquidity risk.
The Group has sufficient cash resources for its working capital needs and its committed capital expenditure programme at
least for the next 12 months from the signing of the annual report. Consequently, the Directors believe that both the Group and
Company are well placed to manage their business risks successfully.
The Group has sufficient cash resources based on existing cash on balance sheet, proceeds from future oil sales and access
to the newly agreed prepayment facility to meet its liabilities as they fall due for a period of at least 12 months from the date of
signing these financial statements, based on forecasts covering the period through to 31 May 2027.
The Board has considered a combination of downside scenarios, including production shortfalls alongside higher costs and lower
than anticipated oil prices. The impact of these downside scenarios can be mitigated through a combination of existing hedges
and the rephasing of certain projects included in the preliminary capital expenditure programme by the Joint Venture. The Board
also notes the continued implementation of the hedging policy and is confident in the utilisation of commodity-based derivatives
to manage oil price downside risk. As part of this assessment, the Directors have considered the principal financial covenant under
the new prepayment facility, being the Advance Life Cover Ratio (“ALCR”), which requires forecast revenues attributable to the
secured assets to maintain a minimum cover ratio of 1.30x against outstanding indebtedness. Based on the Group’s forecasts and
sensitivities performed, the ALCR covenant is not forecast to be breached during the going concern assessment period. Thus, the
Board believes it is appropriate to continue to adopt the going concern basis of accounting in preparation of the financial statements.
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.
Notes to the financial statements
Year ended 31 December 2025
116
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
d) Basis of consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 December each year. Control is recognised where an investor is exposed, or has rights, to variable
returns from its investment with the investee and has the ability to affect these returns through its power over the investee. Refer to
Note 13 for a list of the Group’s subsidiaries as at 31 December 2025.
The results of subsidiaries acquired or disposed of during the year are included in the Statement of Comprehensive Income from the
effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line
with those used by the Group.
(ii) Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses, or income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
e) Joint arrangements
The Group is a party to a joint arrangement regardless of whether the Group has joint control of the arrangement. Where the
contractual arrangement confers joint control over the relevant activities to the Group and at least one other party, then the
Group classifies its interest in the joint arrangement as joint operations or joint ventures in accordance with IFRS11. Joint control
is assessed under the same principles as control over subsidiaries. If there is no joint control, then the Group classifies its interest
in the joint arrangement as a party to a joint arrangement. In assessing the classification of interests in joint arrangements, the
Group considers:
• the structure of the joint arrangement;
• the contractual terms of the joint arrangement; and
• any other facts and circumstances.
The Group accounts for its interests in joint arrangements by recognising its share of assets, liabilities, revenues, and expenses in
accordance with its contractually conferred rights and obligations.
As of 31 December 2025, the Group’s material arrangements comprise non-operated interests in Block 3/05 (30%) and Block
3/05A (21.33%), located offshore Angola in the Lower Congo Basin, and KON 15 (45%) and KON 19 (45%) located onshore in
Angola. In addition to its non-operated interests, the Group has a material operated arrangement in Block 3/24 (40%) also located
offshore Angola.
f) Revenue
Revenue is derived from the sales of oil from the interests held in Angola. Revenue from the sale of crude oil is recognised
when performance conditions in the sales contract are satisfied and it is probable that the Group will collect consideration to
which it is entitled. For crude oil, the performance condition is the delivery of the oil through lifting or on delivery of the oil into
an infrastructure. Revenue is measured at the fair value of the consideration to which the company expects to be entitled in
exchange for transferring promised goods and/or services to a customer, excluding amounts collected on behalf of third parties.
Under/overlift
Any production imbalance that may arise as a result of lifted volumes being different to produced volumes has been recognised
as an adjustment to cost of sales, with the balance being recognised within inventory/trade and other receivables when we have
lifted less than our share of production (underlifted) and trade and other payables when we have lifted more than our share of
production (overlifted). Underlifted barrels are valued at cost and overlifted barrels at market value.
g) Oil and gas interests
Commercial reserves
Commercial reserves, at the 2P level, are proven and probable oil and gas reserves, which are defined as the estimated quantities
of crude oil, natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified
degree of certainty to be recoverable in future years from known reservoirs and which are considered commercially producible.
This implies a 50% probability that the quantity of recoverable reserves will be more than the amount estimated as proven and
probable reserves and a 50% probability that it will be less.
Capitalisation
Pre-acquisition costs on oil and gas assets are recognised in the profit or loss when incurred. Costs incurred after rights to
explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs, and other
directly attributable costs of exploration and appraisal, including technical and administrative costs, are capitalised as intangible
exploration and evaluation (E&E) assets. The assessment of what constitutes an individual E&E asset is based on technical
criteria but essentially either a single licence area or contiguous licence areas with consistent geological features are designated
as individual E&E assets. Costs relating to the exploration and evaluation of oil and gas interests are carried forward until the
existence, or otherwise, of commercial reserves have been determined.
E&E costs are not amortised prior to the conclusion of appraisal activities. Once active exploration is completed the asset
is assessed for impairment. If commercial reserves are discovered then the carrying value of the E&E asset is reclassified as
a development and production (D&P) asset, following development sanction, but only after the carrying value is assessed
for impairment and, where appropriate, its carrying value adjusted. The E&E asset is written off to the profit or loss if it is
subsequently assessed that commercial reserves have not been discovered.
Costs associated with D&P assets, including the costs of facilities, wells and subsea equipment, are capitalised within Property,
Plant & Equipment.
Impairment
In accordance with IFRS 6, E&E assets are reviewed for impairment when circumstances arise which indicate that the carrying
value of an E&E asset exceeds the recoverable amount. The recoverable amount of the individual asset is determined as the
higher of its fair value less costs to sell and its value in use. Impairment losses resulting from an impairment review are recognised
within the Statement of Comprehensive Income.
Impaired assets are reviewed annually to determine whether any substantial change to their fair value amounts previously
impaired would require reversal.
An impairment loss is reversed if the recoverable amount increases as a result of a change in the estimates used to determine the
recoverable amount, but not to an amount higher than the carrying amount that would have been determined (net of depletion
or amortisation) had no impairment loss been recognised in prior periods. Impairment charges and reversal of impairments are
recorded within total administration expenses in the Statement of Comprehensive Income.
Depreciation, depletion, and amortisation of D&P assets
All expenditure carried within each field is amortised from the commencement of production on a unit of production basis, which
is the ratio of oil and gas production in the period to the estimated quantities of commercial reserves at the end of the period plus
the production in the period, generally on a field-by-field basis or by a group of fields which are reliant on common infrastructure.
Costs used in the unit of production calculation comprise the net book value of capitalised costs plus the estimated future field
development costs required to recover the commercial reserves remaining. Changes in the estimates of commercial reserves or
future field development costs are dealt with prospectively.
Notes to the financial statements continued
Year ended 31 December 2025
118
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Decommissioning and pre-funded amounts
Provisions for decommissioning are recognised when the Group has a present legal or constructive obligation, which generally
arises when a well is drilled or equipment installed. The provision for future decommissioning is calculated, based on future cash
flows discounted at a pre-tax discount rate to reflect risks specific to the costs. An amount equivalent to the initial provision for
decommissioning costs is capitalised and amortised over the life of the underlying asset.
Changes in the estimated timing of decommissioning or decommissioning cost estimates are dealt with prospectively by
recording an adjustment to the provision, and a corresponding adjustment to property, plant and equipment. The unwinding of
the discount on the decommissioning provision is included as a finance cost.
The Group’s interest in the amounts previously pre-funded for decommissioning obligations are recognised in accordance with
IAS 37 Provisions, Contingent Liabilities and Contingent Assets and IFRIC 5 Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds. Where the Group is not liable to pay decommissioning costs if the funds
previously deposited are not made available, the amounts previously pre-funded are not recognised separately, but are included
in the cost estimate of the residual provision for decommissioning.
h) Property, plant and equipment assets other than oil and gas assets
Property, plant and equipment other than oil and gas assets are stated at cost less accumulated depreciation and any provision
for impairment. Depreciation is provided at rates estimated to write off the cost, less estimated residual value, of each asset over
its expected useful life as follows:
• Office lease: straight-line over the lease term
• Computer and office equipment: 33% straight-line
i) Foreign currencies
The US dollar is the functional and reporting currency of the Company and the reporting currency of the Group. Transactions
denominated in other currencies are translated into US dollars at the rate of exchange at the date of the transaction. Assets and
liabilities in other currencies are translated into US dollars at the rate of exchange at the reporting date. All exchange differences
arising from such translations are recorded in the Statement of Comprehensive Income.
The results of entities with a functional currency other than the US dollar are translated at the average rates of exchange during the
period and their statement of financial position at the rates ruling at the reporting date. Exchange differences arising on translation of
the opening net assets and on translation of the results of such entities are recorded through the currency translation reserve.
j) Taxation
Current tax - Angola
The activities relating to the Angolan branch are subject to tax in Angola. Petroleum income tax is calculated on the basis of profit
oil which is valued by the tax reference prices determined by the Ministry of Finance on a quarterly basis. From 1 January 2024
the group has applied the foreign branch election that ringfences the profits in Angola to only be subject to Angolan tax.
Current tax – United Kingdom
Tax is payable based upon taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of
Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. Any Group liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the reporting date.
Deferred tax
Deferred income taxes are calculated using the balance sheet liability method on temporary differences. Deferred tax is generally
provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is
not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction
is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in
subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Group and it is
probable that reversal will not occur in the foreseeable future. Tax losses available to be carried forward as well as other income
tax credits to the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable
that the underlying deductible temporary difference will be able to be offset against future taxable income. Current and deferred
tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided
they are enacted or substantively enacted at the reporting date.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of comprehensive
income, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is
also charged or credited directly to equity.
k) Investments in subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment losses. Investments in subsidiaries are assessed
for impairment in line with the requirements of IAS36 and, where evidence of non-recoverability is identified, an appropriate
impairment loss is recorded.
l) Leases
The Group recognises a right-of-use asset and a lease liability on the balance sheet at the lease commencement date. The Group
assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the
lease liability at the present value of the future unpaid lease payments 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.
m) Financial instruments
Trade receivables
Trade receivables are recognised and carried at the original invoice amount less any provision for expected credit loss (ECL).
Other receivables are recognised and measured at nominal value less any provision for ECL.
The Group applies the expected credit loss model in respect of trade receivables. The Group tracks changes in credit risk and
recognises a loss allowance based on lifetime ECLs at each reporting date.
Amounts due from subsidiaries
The Company applies the ECL model in respect of amounts due from subsidiaries. The Company tracks changes in credit risk
and recognises a loss allowance based on lifetime ECLs at each reporting date.
Amounts due from subsidiaries are recognised and measured at nominal value less any provision for ECL.
Cash and cash equivalents
Cash and cash equivalents consist of cash, bank deposits, and highly liquid financial instruments with maturities of three months or less.
Notes to the financial statements continued
Year ended 31 December 2025
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Restricted funds
Restricted funds consists of bank deposits which are subject to restrictions due to legislation, regulation or contractual
arrangements. Please see Note 16 for detailed disclosure.
Trade payables
Trade payables are stated at amortised cost.
Borrowings and loans
Interest bearing bank loans and overdrafts are recognised at their fair value, net of transaction costs, and subsequently measured at
amortised cost using the effective interest method. Finance charges relating to securing the loans and overdrafts are capitalised as
part of the loan and amortised over the repayment term period of the loan.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An
equity instrument is any contract that evidences a residual interest in the asset of the Group after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
Derivative financial instruments and hedging activities
Derivative financial instruments are measured at fair value and are not designated as hedging instruments. Changes in fair value are
recorded as a gain or loss as within the Statement of Comprehensive Income.
n) Pension costs
The Group operates a number of defined contribution pension schemes. The amount charged to the Statement of Comprehensive
Income for these schemes is the contributions payable in the year. Differences between contributions payable in the year and
contributions actually paid are shown as either accruals or prepayments in the Statement of Financial Position.
o) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker
(CODM). The CODM has been identified as the Board of Directors. The Group currently operates only in Africa and is supported by
the United Kingdom head office which is not deemed to be an operating segment as it does not generate any revenue outside of the
operations in Africa. As the Group only has one operating segment no further breakdown has been provided. Entity-wide disclosures
in relation to revenues from external customers for each product and service, information about major customers, and geographical
information has been included in the relevant notes.
p) Inventories
Oil Inventories are stated at the lower of cost or net realisable value. The cost comprises direct materials, direct labour, overheads,
and other charges incurred in the production and storage of oil. Other inventories are stated at the lower of cost and net realisable
value. The cost of materials is the purchase cost determined on a first-in first-out basis.
q) Share-based payments
Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions
which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the
date on which they are granted. The fair value is determined by an external valuer using an appropriate pricing model.
The estimated cost of equity-settled transactions is recognised in the profit and loss account as an expense, together with a
corresponding increase in equity. This expense and adjustment to equity is recognised over the period in which the performance
and/or service conditions are measured (the “vesting period”), ending on the date on which the relevant participants become fully
entitled to the award (the “vesting date”).
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent
to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately
vest. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the
beginning and end of that period.
The key areas of estimation regarding share-based payments are share price volatility and estimated lapse rates, due to service
conditions and non-performance conditions not being met.
No adjustments are made in respect of market conditions not being met. Similarly, the number of instruments and the grant-date fair
value are not adjusted, even if the outcome of the market condition differs from the initial estimate.
Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not
been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated
as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the
original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
Although all awards are deemed to be equity settled, the Company may decide to settle the awards in cash, without raising new share
capital. If no new share capital is issued to the market then the settlement of the award becomes a true cash cost to the Company. The
likelihood and magnitude of this liability remain unknown until vest date, with the Company making the final decision regarding settlement
until near the vest date, and as such no liability for this possible cash outflow is recognised in the accounts. Where tax payments
associated with share-based payments are required to be paid in cash, the arrangement continues to be accounted for as equity settled.
r) Share purchases
The Company established an Employee Benefit Trust (EBT) to administer the share options schemes with its employees. The EBT
is a legal arrangement controlled by the trustee, which acts for the Company on behalf of the employees, who are employed via the
subsidiaries Afentra (UK) Limited and Afentra (Angola) Limited. As the Company has indirect control over the assets of the trust,
under IFRS, the results of the EBT are consolidated into the Group.
The Company instructed the EBT to periodically purchase shares in the market in order to settle the Founder Share Plan (FSP) and
Long Term Incentive Plans (LTIP) on vest.
The cost to purchase these shares has been deducted from equity and recorded as a separate category of equity (Own shares
reserve) until such time that the shares vest with the respective employees. Upon vesting, the cost of the shares in this reserve will
be offset against the Share option reserve.
Shares held in the Own shares reserve are excluded from the calculation of weighted average shares outstanding for the purposes of
Earnings and Diluted earnings per share.
2. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
In the application of the Group’s accounting policies, which are described in Note 1, the Directors are required to make
judgements, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
Notes to the financial statements continued
Year ended 31 December 2025
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Judgements
The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the
directors have made in the process of applying the group’s accounting policies and that have the most significant effect on the
amounts recognised in financial statements.
Business combinations and asset acquisitions
The Group has acquired working interests in producing oil blocks and judgement is required to determine whether the acquisition
should be accounted for as an asset acquisition or a business combination. The Group assessed joint control, as determined
under IFRS11, does not exist among the contractor partners to the arrangement because there are several combinations of
partners who can combine to meet the pass mark vote for strategic and financial decisions.
No specific accounting guidance exists for an acquisition of a working interest in a producing oil block where joint control does not
exist and management have determined the acquisition will be accounted for as an asset acquisition under IFRS3 which requires
an allocation of the consideration across the identified assets and liabilities based on their relative fair values.
Measurement of deferred tax
The acquisition of the Group’s working interest in Block 3/05 in Angola was an asset acquisition and did not meet the definition of
a business combination. Deferred tax was not recognised on acquisition as the deductible temporary difference between the tax
base and acquisition value was subject to the Initial Recognition Exemption (IRE) under IAS 12. Since acquisition there has been
significant further movements in the Block 3/05 carrying value and tax base. Judgement is required to determine when there is
a new temporary difference to be recognised. The Group has determined that deferred tax should be recognised on the taxable
temporary differences that have arisen after the deductible temporary difference subject to the IRE had reduced to nil.
The Group must determine the tax base of its Block 3/05 D&P asset and evaluate whether the associated Production Sharing
Contract cost recovery pool in Angola should be included within this tax base. IAS 12 defines the tax base of an asset as the
amount that will be deductible for tax purposes against taxable economic benefits that will flow to an entity when it recovers
the carrying amount of the asset. Management considers that the cost pool forms part of the tax base of Block 3/05, and is
not a separate tax attribute, as it is recoverable only through production of Block 3/05, it extinguishes if Block 3/05 production
ceases, it transfers with the Block 3/05 asset, it does not survive independently from Block 3/05, and does not belong to the
taxpayer separate from the asset. If the cost recovery pool was considered a separate tax attribute, similar to an unused tax loss,
a deferred tax asset would be recognised to the extent this was considered recoverable.
Refer to Note 9 for further information on deferred tax liabilities.
Impairment of E&E assets
Management is required to assess E&E assets for indicators of impairment and has considered the economic value of individual
E&E assets. E&E assets are subject to a separate review for indicators of impairment, by reference to the impairment indicators
set out in IFRS6, which is inherently judgmental.
Following this review, Management assessed the Block 23 E&E asset to be impaired and has recorded an impairment loss of
$0.5 million in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
After reviewing the feasibility of the asset detailed in the Operations Review on pages 28 – 45 and considering the key factors
including: the extension to the current period and further exploration work streams planned in 2026, management did not note
any impairment indicators on any other blocks that would result in a full impairment review to be undertaken.
The Directors’ judgement was that, with the exception of Block 23, a full impairment review wasn’t required.
Refer to Note 11 for further information on E&E assets.
Pre-funded decommissioning liabilities
Where decommissioning liabilities have been pre-funded by the contractor group, a judgement was made that the contractor
group would be discharged of its obligation to decommission the field should the pre-funding not be made available when
due. As required IAS 37 Provisions, Contingent Liabilities and Contingent Assets and IFRIC 5 Rights to Interests arising from
Decommissioning, Restoration and Environmental Rehabilitation Funds where the Group is not liable to pay decommissioning
costs if the funds previously deposited are not made available, the amounts previously pre-funded are not recognised separately,
but are included in the cost estimate of the residual provision for decommissioning.
Estimates and assumptions
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year, are discussed below.
Contingent consideration
The provision for contingent consideration in relation to the asset acquisitions of Blocks 3/05 and 3/05A in Angola is accounted for
as a financial liability at fair value at the date of the acquisition with any subsequent remeasurements recognised in profit or loss. These
fair values are based on risk adjusted future cash flows discounted using the appropriate discount rates. Management utilise a scenario
based approach to estimate the likely contingent payments under each scenario and then apply a probability to each scenario.
The sensitivity of the elements of the contingent consideration provision to changes in the probabilities of the scenarios and to the
discount rates is disclosed in Note 22.
The value of the contingent consideration provision as at 31 December 2025 was $13.5 million (2024: $29.9 million).
Key estimates relating to the Company Statement of Financial Position
Expected credit loss provision
IFRS9 requires the Company to make assumptions when implementing the forward-looking expected credit loss (ECL) model.
This model is required to assess intercompany loan receivables held by Afentra plc.
Arriving at the ECL allowance involved considering different scenarios for the recovery of the intercompany loan receivables, the
possible credit losses that could arise, and the probabilities of these scenarios occurring.
The Company’s intercompany receivable balance is $30.1 million after an ECL allowance of $18.8 million. During the year the
Company impaired its intercompany loan receivable from Afentra (East Africa) Limited by $9.4 million and reversed a $20.0
million historical credit loss from 2024 relating to Afentra (UK) Limited. Both the impairment and reversal of impairment are
eliminated on consolidation and do not impact the Group results.
Refer to Note 15 for further information.
Investment in subsidiaries
If circumstances indicate that impairment may exist, investments in subsidiary undertakings of the Company are evaluated using
market values, where available, or the discounted expected future cash flows of the investment. If these cash flows are lower than
the Company’s carrying value of the investment, an impairment charge is recorded in the Company. Where impairments have been
booked against the underlying exploration assets, the investments in subsidiaries are written down to reflect their recoverable value.
Evaluation of impairments on such investments involves significant management judgement and may differ from actual results.
During the year the Company impaired its $1.9 million investment in Afentra (UK) Limited. This impairment is eliminated on
consolidation and does not impact the Group results.
Refer to Note 13 for further information on investments in subsidiaries.
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
3. REVENUE
Revenue is earned from the sale of crude oil produced in Angola, Africa. Revenue by major customer during 2025 was 61%
Trafigura and 39% Maurel & Prom (2024: 33% and 67% respectively).
4. COST OF SALES
2025
$000
2024
$000
Production costs1
50,547
79,880
Depletion of property, plant and equipment - oil and gas
21,936
12,571
Depletion absorbed into inventories
(3,827)
(241)
Losses on oil price derivatives
567
1,914
Total cost of sales
69,223
94,124
1 Production costs are stated net of the $3.1 million (2024: $2.5 million) of processing fees recovered from Block 3/05 for its use of the Palanca Terminal.
All cost of sales relate to operations in Angola, Africa.
5. LOSSES ON DISPOSAL AND IMPAIRMENTS OF INTANGIBLE ASSETS
2025
$000
2024
$000
Loss on disposal of intangible assets
19,505
-
Impairment of intangible assets
500
-
On 18 December 2025, the Group completed the transfer of its 34% non-operated participating interest in the Odewayne
Block, Somaliland (“Odewayne”) to Petrosoma Limited (“Petrosoma”), who have assumed all rights and obligations relating
to Odewayne. The Group signed a settlement agreement with the Operator Genel Energy Somaliland Limited (“Genel”) and
received $1.97 million in respect of settling Genel’s carry obligations to Afentra relating to Odewayne. As part of the same
transaction, Genel has transferred its participating interest in the Production Sharing Agreement (“PSA”) to Petrosoma. The
transaction resulted in a $19.5 million loss on disposal. Afentra has no remaining rights or obligations relating to Odewayne
including in respect of environmental or decommissioning obligations.
We review the carrying value of our intangible E&E assets when facts and circumstances suggest that the carrying amount
may exceed its recoverable amount. During 2025, we impaired our $0.5 million E&E asset relating to the Block 23 PSA in
Angola due to the expected expiry of the licence in December 2026.
6. PROFIT FROM OPERATIONS
Profit from operations is stated after charging:
Note
2025
$000
2024
$000
Cost of sales
4
69,223
94,124
Staff costs
7
9,588
7,571
Depreciation of non-D&P assets
12
297
302
Impact of foreign exchange on profit
(30)
(63)
An analysis of auditor's remuneration is as follows:
Fees payable for the audit of the Group's annual accounts
418
294
Audit of the Company's subsidiaries pursuant to legislation
15
41
Total audit fees
433
335
Included in the fees payable for the audit of the Group’s annual accounts is $63,000 related to 2024. No non-audit services
were received.
7. EMPLOYEE INFORMATION
The average number of employees (including Executive and Non-Executive directors) of the Group and Company was as follows:
Group
Company
2025
2024
2025
2024
Corporate
19
15
-
-
Non-Executive
3
3
3
3
22
18
3
3
Group and Company employee costs during the year amounted to:
Group
Company
2025
$000
2024
$000
2025
$000
2024
$000
Wages and salaries
6,212
4,766
262
272
Social security costs
947
1,483
1
13
Other pension costs
557
333
-
-
Share-based payments
1,872
989
-
-
9,588
7,571
263
285
Key management personnel include Executive and Non-Executive Directors who have been paid $4.2 million (2024: $3.5
million). See Remuneration Committee Report on pages 81 – 91 and Note 26 for additional detail. The highest paid Director in the
current year received $1.4 million (2024: $1.2 million).
During 2025, the aggregate of all gains made by all Directors on the exercise of share options was $385k (2024: $5.1 million). The
amount attributable to the highest paid Director was $160k (2024: $2.1 million).
A portion of the Group’s staff costs and associated overheads are expensed as pre-licence expenditure ($1.3 million) or
capitalised ($102k). In 2024, this amounted to $0.6 million and $46k respectively.
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
8. FINANCE INCOME AND COSTS
2025
$000
2024
$000
Finance income:
Interest earned on short-term deposits
33
106
Total finance income
33
106
Finance costs:
Interest on borrowings
4,485
5,684
Interest accretion on contingent consideration provision
2,309
2,305
Finance and arrangement fees
643
748
Interest expense for leasing arrangement
87
18
Bank charges
264
11
Fair value adjustment on contingent consideration provision
-
297
Other finance fees
(30)
(63)
Total finance costs
7,758
9,000
9. TAXATION
The tax charge for the year is calculated by applying the applicable standard rate of tax as follows:
2025
$000
20241
$000
Current tax
UK corporation tax at 25% (2024: 25%)
-
-
Foreign tax
7,087
11,564
Total current tax expense
7,087
11,564
Deferred income tax
Increase in deferred tax liability
9,859
1,661
Deferred tax expense
9,859
1,661
Income tax
16,946
13,225
Profit before tax
13,759
65,575
Tax on profit on ordinary activities at the Angolan Petroleum Income Tax rate of 50%
(2024: 50%)1
6,880
32,788
Effects of:
Expenses not deductible / (income not taxable) for tax purposes
(148)
1,944
Utilisation of acquired cost pool subject to initial recognition exemption and uplift on
capital investment
(9,647)
(30,668)
Tax losses carried forward
4,484
4,326
Effects of overseas tax rates
15,444
4,898
Other tax adjustments
(67)
(63)
Tax charge for the year
16,946
13,225
1 2024 reconciliation has been restated at the Angolan rate of 50% instead of the UK rate of 25% to ensure better comparability with 2025. Utilisation of
acquired cost pool subject to initial recognition exemption has been extracted from the Effects of overseas tax rates
Current tax
An election under s18A CTA 2009 has been made by the Group to exempt profits and disallow losses of its foreign permanent
establishment in Angola. This election is effective for the year commencing 1 January 2024 and all subsequent accounting periods.
A significant proportion of the Group’s profit before taxation arose in Angola where the effective rate of taxation differs from
that in the UK. In Angola, current income tax is determined by applying a tax rate of 50% to the Profit Oil lifted during the period.
Accordingly, the Group’s tax charge will continue to vary according to the tax rates applicable to operations in Angola where pre-tax
profits arise.
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
Deferred tax
At the reporting date the Group had an unrecognised deferred tax asset related to carried forward UK tax losses of $160.5 million
(2024: $140.1 million) and deductible temporary differences related to the excess of capital allowances over the carrying value
property plant and equipment of $2.1 million (2024: $2.6m) in the United Kingdom. Neither of these tax attributes have an expiry
date. No deferred tax asset has been recognised due to the uncertainty of future profit streams against which these losses could
be utilised.
Profits generated in Angola are subject to Angolan tax which is calculated on a profit oil basis. A temporary difference arises due
to accelerated capital allowances being in excess of the unit of production depreciation applied by the Group and consequently a
deferred tax liability of $11.5 million has been recognised during the year (2024: $1.7 million).
The following is the analysis of the recognised deferred tax balances (after offset) for financial reporting purposes:
2025
$000
2024
$000
Deferred tax liabilities
At 1 January
1,661
-
Deferred tax charge to the income statement for the year
9,859
1,661
At 31 December
11,520
1,661
Comprised of:
Temporary differences between the tax base and carrying value of D&P assets in Angola
11,520
1,661
10. (LOSS)/EARNINGS PER SHARE
Earnings per share (EPS) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average
number of shares outstanding during the period. Diluted EPS/(LPS) is calculated using the weighted average number of shares
adjusted to assume the conversion of all dilutive potential ordinary shares. Share options and awards are not included in the
dilutive calculation for loss making periods because they are anti-dilutive.
The dilutive effect of share awards outstanding is the total possible award number and does not take into account vesting
conditions potentially not met, or the Group’s expectation that these awards will be settled net of tax, that will reduce the impact
of the dilutive effect of the awards.
2025
$000
2024
$000
(Loss)/profit for the year
(3,187)
52,350
Weighted average number of ordinary shares in issue during the year1
224,788,003
224,922,157
(LPS)/EPS (US cents)
(1.4)
23.3
Total possible dilutive effect of share awards outstanding
25,157,151
23,488,622
Fully diluted average number of ordinary shares during the year
249,945,154
248,410,779
Diluted EPS (US cents)
(1.4)
21.1
1 Weighted average number of ordinary shares in issue excludes 4.9 million own shares purchased during the year.
11. EXPLORATION AND EVALUATION ASSETS
Group
$000
Net book value at 1 January 2024
21,867
Additions
612
Net book value at 31 December 2024
22,479
Additions
830
Disposals
(21,477)
Impairments
(500)
Net book value at 31 December 2025
1,332
The Group’s interests in intangible assets relating to oil exploration licences and the respective participating interests as at 31
December 2025 comprise:
• Block KON 19 PSA, Angola: Afentra (Angola) Ltd 45%, ACREP (Operator) 45%, and Enagol 10%.
• Block KON 15 PSA, Angola: Afentra (Angola) Ltd 45%, Sonangol (Operator) 55%.
• Block 3/24 RSC, Angola: Afentra (Angola) Ltd (Operator) 40%, M&P 40%, Sonangol 20% (carried during exploration phase).
During the year ended 31 December 2025, the Group completed the transfer of its 34% non-operated participating interest in the
Odewayne Block, Somaliland (“Odewayne”) to Petrosoma Limited (“Petrosoma”) who have assumed all rights and obligations relating
to Odewayne. The Group signed a settlement agreement with the Operator Genel Energy Somaliland Limited (“Genel”) and received
$1.97 million in respect of settling Genel’s carry obligations to Afentra relating to Odewayne. As part of the same transaction Genel has
transferred its participating interest in the PSA to Petrosoma. The transaction resulted in a $19.5 million loss on disposal. Afentra has no
remaining rights or obligations relating to Odewayne including in respect of environmental or decommissioning obligations.
During the year the Group impaired its $0.5 million E&E asset relating to the Block 23 PSA in Angola.
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
12. PROPERTY, PLANT AND EQUIPMENT
Group
Oil and gas
assets
$000
Office
lease
$000
Computer
and office
equipment
$000
Total
$000
Cost
At 1 January 2024
77,422
1,165
371
78,958
Acquisitions during the year
38,288
-
-
38,288
Additions during the year
29,645
769
81
30,495
At 31 December 2024
145,355
1,934
452
147,741
Additions during the year
61,981
188
188
62,357
Effect of changes in foreign exchange rates
-
58
32
90
At 31 December 2025
207,336
2,180
672
210,188
Accumulated depreciation
At 1 January 2024
(2,600)
(975)
(252)
(3,827)
Charge for the year
(12,571)
(217)
(85)
(12,873)
At 31 December 2024
(15,171)
(1,192)
(337)
(16,700)
Charge for the year
(21,936)
(192)
(105)
(22,233)
Effect of changes in foreign exchange rates
-
(2)
(24)
(26)
At 31 December 2025
(37,107)
(1,386)
(466)
(38,959)
Net book value at 31 December 2025
170,229
794
206
171,229
Net book value at 31 December 2024
130,184
742
115
131,041
The Group’s oil and gas assets as at 31 December 2025 comprise:
• Block 3/05 PSA, Angola: Afentra Angola Ltd 30%, Sonangol (Operator) 36%, M&P 20%, Etu Energias 10%, and NIS-Naftagas 4%.
• Block 3/05A PSA, Angola: Afentra Angola Ltd 21.33%, Sonangol (Operator) 33.33%, M&P 26.67%, Etu Energias 13.33%, and
NIS-Naftagas 5.33%.
The right-of-use asset (office lease) is depreciated on a straight-line basis over the lease contract term. During 2025 the Group
entered in a new lease on office space in Luanda, Angola. The lease term is for three years, ending in 2028. See Note 1 and Note
23 for further details.
13. INVESTMENT IN SUBSIDIARIES
Company
$000
At 1 January 2024
21,105
Additions during the year
989
Impairment
(1,954)
At 31 December 2024
20,140
Additions during the year
1,872
Reversal of impairment1
7,368
Return of capital1
(27,508)
Impairment
(1,872)
At 31 December 2025
-
1 Following internal group restructurings during the year, a historical impairment on one of the Company’s subsidiaries, Afentra (Northwest Africa) Limited
(ANWA), was reversed. Subsequent to this impairment reversal, the Company received a distribution of $27.5 million from Afentra (Northwest Africa) Limited,
representing a return of capital originally invested.
See Note 2 for further detail on the impairment assessment methodology. The subsidiary undertakings of the Group as at 31
December 2025 are listed below:
Country of
incorporation
Registration
number
Class of
shares
held
Type of
ownership
Proportion of
voting rights
held 2025
Proportion of
voting rights
held 2024
Nature of
business
Afentra (UK)
Limited6
United
Kingdom4
04087253
Ordinary
Direct
100%
100%
Exploration for oil
and gas
Afentra (Angola)
Ltd1
United
Kingdom4
14048343
Ordinary
Direct
100%
100%
Extraction of
crude petroleum
Afentra (Northwest
Africa) Limited
Jersey, CI5
85203
Ordinary
Direct
100%
100%
Exploration for oil
and gas
Afentra Holdings
Limited2
Jersey, CI5
85730
Ordinary
Indirect
100%
100%
Investment
holding company
Afentra (East Africa)
Limited3
Jersey, CI5
110371
Ordinary
Indirect
100%
100%
Exploration for oil
and gas
Afentra (Offshore
Developments) Ltd6
United
Kingdom4
16082097
Ordinary
Direct
100%
100%
Extraction of
crude petroleum
Afentra (Onshore
Developments) Ltd6
United
Kingdom4
09353584
Ordinary
Direct
100%
100%
Extraction of
crude petroleum
1 Holder of Afentra (Angola), Lda - (Sucursal em Angola) a local branch in Angola
2 Held directly by Afentra (Northwest Africa) Limited
3 Held directly by Afentra Holdings Limited
4 Registered address – 10 St Bride Street, London, EC4A 4AD
5 Registered address – IFC5, St Helier, Jersey, JE1 1ST
6 Afentra (UK) Ltd, Afentra (Offshore Developments) Ltd and Afentra (Onshore Developments) Limited are each exempt from the requirements of the UK
Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A Companies Act 2006.
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
14. INVENTORIES
Group
2025
$000
2024
$000
Oil stock
16,830
1,415
Warehouse stock and materials
8,182
6,049
25,012
7,464
Inventory is stated at the lower of cost and net realisable value. There were no write-downs of inventory during the year (2024: nil).
15. TRADE AND OTHER RECEIVABLES
Group
Company
Current
2025
$000
2024
$000
2025
$000
2024
$000
Trade receivables
75
123
74
-
Amounts due from subsidiary undertakings
-
-
5,000
3,916
Underlift receivables
734
-
-
-
Joint venture receivables1
7,757
8,286
-
-
Deposit paid for asset acquisition
1,750
-
-
-
Other receivables
1,011
218
116
200
Prepayments and accrued income
296
1,991
150
51
Total current trade and other receivables
11,623
10,618
284
5,340
4,167
1 Comprised of our share of amounts receivable by the Operator (on behalf of the contractor group) for transportation and processing of crude, tariffs, and
other receivables. During the year, the Group recognised an impairment credit loss allowance of $1.6 million (2024: nil).
Company
Non-current
2025
$000
2024
$000
Amounts due from subsidiary undertakings
25,139
14,109
Total non-current trade and other receivables
25,139
14,109
Trade and other receivables consist of current receivables that the Group views as recoverable in the short term.
Credit loss allowances for amounts due from subsidiary undertakings amount to $18.8 million (2024: $29.1 million). Following the
disposal of Odewayne in December 2025, the Company recognised a further allowance of $9.4 million on the Company’s loan to
Afentra (East Africa) Limited. This has been offset by a reversal of the $20.0 million historical credit loss from 2024 as a result of
the restructuring of the Company’s intercompany positions in 2025. There is no impact to the Group Consolidated Statement
of Profit or Loss and Other Comprehensive Income or the Consolidated Statement of Financial Position from credit losses on
intercompany receivables, or the reversal thereof.
The Directors consider that the carrying amount of trade and other receivables is a reliable estimate of their fair value.
Transactions between subsidiaries are non-interest earning and are repayable on demand, with the exception of the
intercompany balance between Afentra plc and Afentra (Angola) Limited, which is interest earning.
See Note 1 for details (Financial instruments - Trade receivables).
16. CASH AND CASH EQUIVALENTS
Group
Company
2025
$000
2024
$000
2025
$000
2024
$000
Cash at bank available on demand
5,141
46,877
3,590
8,267
Cash on hand
4
3
-
-
5,145
46,880
3,590
8,267
17. RESTRICTED FUNDS
Restricted funds as at 31 December 2025 relate to a $5.0 million (2024: $7.9 million) cash deposit held in the Debt Service
Reserve Account (DSRA), as required by the Reserve Based Lending agreement, to be used for the next installment of principal
and interest payment due.
18. SHARE CAPITAL
Ordinary
shares (10p)
$000
Authorised, called up, allotted and fully paid
At 1 January 2025
226,155,990
28,914
At 31 December 2025
226,155,990
28,914
As of 31 December 2025, 4.3 million of the above shares are held in the EBT (2024: nil).
19. RESERVES
Reserves within equity are as follows:
Share capital
Amounts subscribed for share capital at nominal value. There are no restrictions on dividends or repayment of capital.
Share option reserve
Cumulative amounts charged in respect of employee share option arrangements. See Note 25 for further details.
Own share reserve
The own shares reserve represents the cost of shares in the parent entity purchased in the market and held by the parent entity’s
EBT to satisfy options under the Group’s share options plans. The number of ordinary shares held by the EBT at 31 December
2025 was 4.3 million (2024: nil).
No. shares
$000
As at 1 January 2024
-
-
As at 31 December 2024
-
-
Purchased
4,902,426
3,106
Vested
(559,629)
(317)
As at 31 December 2025
4,342,797
2,789
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
Currency translation reserve
The foreign currency translation reserve is comprised of movements that relate to the retranslation of the subsidiaries whose
functional currencies are not designated in US dollars.
Retained earnings
Cumulative net gains and losses recognised in the Statement of Comprehensive Income less any amounts reflected directly in
other reserves.
20. BORROWINGS
The Group drew down on both the Reserve Based Lending (RBL) and Working Capital (WC) facilities in order to finance the
INA, Sonangol, and Azule acquisitions in 2023 and 2024. As at 31 December 2025, the Group has principal outstanding of
$31.5 million on the RBL and nil on the WC facility. The key terms of our debt facilities are shown below:
RBL facility
• $51.8 million comprised of three separate drawdowns
• 5-year tenor to May 2028
• 8% margin over 3-month SOFR (Secured Overnight Financing Rate)
• Semi- annual linear amortisations
• DSRA commitment
• Key financial covenants of Afentra (Angola) Limited’s Net Debt to EBITDA < 3:1 and Group Liquidity Test >1.2x, tested
biannually at each redetermination date, being 31 March and 30 September.
During the period, a waiver was sought and received for the Group Liquidity Test covenant. Subsequently, in May 2026, the
Group has refinanced this facility and this covenant is no longer measured. Refer to Note 29 – Subsequent events for further
details on the refinancing.
Working Capital revolving committed credit facility
• $30.0 million maximum based on prior month oil inventories on hand (100% undrawn as at 31 December 2025)
• 5-year tenor to May 2028
• 4.75% margin over 1-month SOFR
• Repayable with proceeds from liftings
Current
2025
$000
2024
$000
Reserve Based Lending facility
10,874
11,271
Working Capital facility
-
-
Total current borrowings
10,874
11,271
Non-current
2025
$000
2024
$000
Reserve Based Lending Facility
20,227
30,145
Total non-current borrowings
20,227
30,145
Borrowings
2025
$000
2024
$000
At 1 January 2025
41,416
31,703
Loan drawdowns
2,400
35,748
Interest charge
4,485
5,684
Principal repayments
(12,905)
(27,364)
Interest paid
(4,882)
(4,942)
Amortisation of capitalised arrangement fees
587
587
At 31 December 2025
31,101
41,416
A charge is placed on Afentra (Angola) Ltd shares to Mauritius Commercial Bank Limited as required by the terms of the debt facilities
Net (debt)/cash
The table below details our net (debt)/cash as at 31 December 2025 and 2024:
2025
$000
2024
$000
Cash and cash equivalents
5,145
46,880
Restricted Funds
5,044
7,930
Borrowings
(31,101)
(41,416)
Lease liabilities
(914)
(782)
Net (debt)/cash
(21,826)
12,612
Changes in liabilities arising from financing activities for the periods presented in this report were as follows:
Borrowings
Leases
Total
At 1 January 2024
(31,703)
(155)
(31,858)
Financing cashflows
(35,748)
-
(35,748)
Lease payments
-
160
160
Loan repayments
27,364
-
27,364
Other changes
(587)
(769)
(1,356)
Interest expense
(5,684)
(18)
(5,702)
Interest payments
4,942
-
4,942
At 31 December 2024
(41,416)
(782)
(42,198)
Financing cashflows
(2,400)
-
(2,400)
Lease payments
-
201
201
Loan repayments
12,905
-
12,905
Other changes
(587)
(246)
(833)
Interest expense
(4,485)
(87)
(4,572)
Interest payments
4,882
-
4,882
At 31 December 2025
(31,101)
(914)
(32,015)
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
21. TRADE AND OTHER PAYABLES
Group
Company
2025
$000
2024
$000
2025
$000
2024
$000
Trade payables
214
903
139
139
117
Joint venture balances1
48,440
47,529
-
-
11
Contract liability2
17,100
-
-
-
-
Amounts owed to subsidiary undertakings3
-
-
-
-
27,517
Income taxes payable
-
1,802
-
-
-
Social security and PAYE liabilities
188
143
-
-
-
Accruals
2,869
2,562
400
400
283
Total trade and other payables
68,811
52,939
539
539
27,928
1 Comprised of our share of amounts owed to suppliers by the Operator of the Joint Venture (on behalf of the contractor group) for unpaid invoices and unbilled
value of work done.
2 Reflects proceeds received in advance for the 21 January 2026 lifting. The remaining $16.7 million was received on 5 February 2026.
3 During the year the Company received a distribution of $27.5 million from its subsidiary ANWA representing a return of capital originally invested. This
distribution was recorded against the amounts owed by the Company to ANWA.
The Directors consider that the carrying amount of trade and other payables is a reliable estimate of their fair value. Transactions
between subsidiaries are non-interest bearing and repayable on demand.
22. CONTINGENT CONSIDERATION PROVISION
The movement in the contingent consideration provision during 2025 and 2024 is detailed in the table below:
Group
$000
As at 1 January 2024
26,484
Asset acquisitions
5,437
Accretion of interest
2,305
Payments
(4,621)
Changes in fair value
297
As at 31 December 2024
29,902
Accretion of interest
2,309
Payments
(5,544)
Changes in fair value
(13,235)
As at 31 December 2025
13,432
The provision for contingent consideration is presented on the Consolidated Statement of Financial Position as:
Contingent consideration
2025
$000
2024
$000
Current
3,500
5,535
Non-current
9,932
24,367
The current portion of the provision for contingent consideration payable relates to amounts paid during the first quarter of 2026
based on thresholds met previously. Refer to Note 29 - Subsequent events.
Contingent consideration is payable to SNL, INA, and Azule on Blocks 3/05 and 3/05A:
INA acquisition (2023):
• Tranche 1: The contingent consideration for 3/05 relates to the 2023 and 2024 production thresholds and a realised Brent price
hurdle, subject to an annual cap of $2.0 million. During the year, the Group paid contingent consideration of $1.2 million to INA in
respect of calendar year 2024 relating to Tranche 1. Tranche 1 has since expired and no further payments will become due.
• Tranche 2 – Caco-Gazela and Punja (Development Milestones): The contingent consideration for 3/05A is linked to the
future development of the Caco-Gazela and Punja development areas.
Caco-Gazela Development Area:
The contingent consideration relating to the Caco-Gazela development area has now lapsed as the production threshold
was not satisfied within the measurement period, with no payments due.
Punja Development Area:
The Punja contingent consideration is comprised of a one-off payment of $2.5 million, payable if:
• first oil occurs before 2028,
• cumulative production exceeds one million barrels within 24 months of first oil, and
• the average Brent price for the preceding 12 months exceeds $65/bbl.
If these conditions are not satisfied, the entitlement lapses with no payment due. Based on the current stage of
development, and expected timelines to first oil, the Group does not currently expect any contingent consideration to be
payable in 2026.
SNL acquisition (2023):
• The contingent consideration for the SNL acquisition is payable annually over the next ten years from acquisition in each year
where the 15,000 barrel of oil equivalent (BOE) average daily production hurdle is reached and the realised oil price exceeds
$65/bbl. The maximum annual amount payable is $3.5 million, potentially resulting in a total maximum payment of $35 million
over the ten years to 2032.
• During the year, the Group paid contingent consideration of $3.5 million to Sonangol in relation to calendar year 2024. A further
$3.5 million was paid during Q1 2026 in relation to calendar year 2025.
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
Azule acquisition (2024):
• Tranche 1: The contingent consideration for the Azule acquisition related to oil price and Block 3/05 production hurdles for the
2023, 2024, and 2025 production years, subject to an annual cap of $7.0 million and an aggregate cap of $21.0 million (now
completed). During the year, the Group paid contingent consideration of $0.9 million to Azule in respect of Tranche 1. Tranche 1
has since expired and no further payments will become due.
• Tranche 2: Block 3/05A Discoveries:
Further contingent consideration of up to $15 million is linked to the future development of the Caco-Gazela and Punja discoveries.
Caco-Gazela Discovery:
On the Caco-Gazela Trigger Date (12 months following recommencement), a payment of $7.5 million will become payable if:
• the average Brent price for the preceding 12 months is at or above $75/bbl, and
• average daily production exceeds 5,000 BOE per day.
Punja Discovery:
On the Punja Trigger Date (12 months following first oil), a payment of $7.5 million will become payable if:
• the average Brent price for the preceding 12 months is at or above $75/bbl, and
• average daily production exceeds 5,000 BOE per day.
If these conditions are not satisfied, the relevant contingent consideration lapses with no payment due. Based on the current stage of
development of the relevant Block 3/05A discoveries, and expected timelines to first oil and recommencement, the Group does not
currently expect any contingent consideration to be payable in respect of Tranche 2 in 2026.
These contingent payments are measured at fair value and changes in fair value are recognised in profit or loss.
Management have reviewed the contingent payments related to the above acquisitions, which are dependent upon production
levels, future oil price hurdles, and future 3/05A developments. Judgement has been applied to the probability of the circumstances
occurring that would give rise to some or all of the future payments. For each tranche of contingent consideration Management have
applied a multiple scenario approach to each tranche along with the related weightings of probability resulting in an expected amount
payable. The base case scenario, which has the greatest weighting is based on the Brent forward curve at year end, with an average oil
price of $60/bbl in 2026, $61/bbl in 2027, and $62/bbl in 2028.
Management has applied a discount rate that approximates to the incremental borrowing rate in arriving at a present value at the
balance sheet date of the probable future liabilities. The discount rate is based on a market rate of 10.4% (2024: 9.1%).
Applying Management’s judgements discussed above, has resulted in an estimated fair value of the contingent consideration
provision of $13.4 million at year end (2024: $29.9 million). A 2% increase in the discount rate would result in a reduction in the
contingent consideration liability of $0.8 million. A 2% decrease in the discount rate would result in an increase in contingent
consideration provision of $0.9 million. The impact of removing the scenarios that have an expectation the realised Brent price
hurdles will not be met in the long term (5% original weighting) and including a relative increase in the base case scenarios would
increase the contingent consideration provision by $0.3 million. In the event of a sustained low oil price scenario, where the average
Brent oil price remains below $65/bbl, the non-current contingent consideration would be reversed. Subsequent to year end, there
has been a significant increase in oil price forecasting. Using oil price forward curves observed in March and April 2026 would have
resulted in an increase in the non-current provision for contingent liabilities of $6.6 million.
23. LEASES
During the year, the Group entered into a new lease on a local office in Luanda. The Group recognises a right-of-use asset in a
consistent manner to its property, plant and equipment (see Note 12).
The Company recognises lease liabilities in relation to the head office in accordance with IFRS16. These liabilities are measured
at the present value of the total lease payments, discounted using the lessee’s incremental borrowing rate. The incremental
borrowing rate applied to the lease liabilities was 9.09%.
The depreciation charge in 2025 was $192k (2024: $217k) (see Note 12) with an interest expense in 2025 of $87k (2024: $18k)
(see Note 8). Cash outflow of principal payments in 2025 was $114k (2024: $142k).
Lease liabilities are presented in the statement of financial position as follows:
2025
$000
2024
$000
Current
240
97
Non-current
674
685
914
782
Extension options will be included in the lease liability when, based on Management’s judgement, it is reasonably certain that an
extension will be exercised. As at 31 December 2025, the contractual maturities of the Company’s lease liabilities are as follows:
Within one
year
$000
Between one
to two years
$000
Over two
years
$000
Total
$000
Interest
$000
Carrying
amount
$000
Group
Lease liability
336
319
426
1,081
(167)
914
Notes to the financial statements continued
Year ended 31 December 2025
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Annual Report and Financial Statements 2025
24. FINANCIAL INSTRUMENTS
Capital risk management and liquidity risk
The Group and Company are not subject to externally imposed capital requirements. The capital structure of the Group and
Company consists of cash and cash equivalents held for working capital purposes and equity attributable to the equity holders
of the parent, comprising issued capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity. The
Group and Company use cash flow models and budgets, which are regularly updated, to monitor liquidity risk.
Details of the material accounting policies and methods adopted, including the criteria for recognition, the basis of measurement,
and the basis on which income and expenses are recognised, in respect of each material class of financial asset, financial liability
and equity instrument are disclosed in Note 1 to the financial statements.
Due to the short-term nature of these assets and liabilities, such values approximate their fair values as at 31 December 2025 and
31 December 2024.
Carrying amount
Group
2025
$000
2024
$000
Financial assets at amortised cost
Cash and cash equivalents
5,145
46,880
Restricted funds
5,044
7,930
Trade and other receivables
9,577
8,627
Total
19,766
63,437
Financial liabilities at amortised cost
Trade and other payables
68,811
52,939
Borrowings due within one year
10,874
11,271
Non-current borrowings
20,227
30,145
Total
99,912
94,355
Of the above assets and liabilities, due to the short-term nature, carrying amounts approximate their fair values at 31 December 2025
and 31 December 2024 except for non-current borrowings, for which the fair value is based upon a market rate of 10.4% and resulting
in a fair value of $20.1 million (2024: $34.7 million) against the carrying amount of $20.2 million (2024: $30.1 million).
The Group carries the assets and liabilities below at fair value through profit and loss:
Fair value
Group
2025
$000
2024
$000
Financial assets at fair value
Derivative hedge assets
225
196
Financial liabilities at fair value
Derivative hedge liabilities
-
1,279
Contingent consideration provision
13,432
29,902
Total
13,432
31,181
Derivative hedge assets and liabilities are financial assets and liabilities measured through profit or loss with a level 2 fair value
hierarchy classification. In the normal course of business the Group enters into derivative financial instruments to manage its
exposure to oil price volatility.
Contingent consideration is a financial liability measured through profit or loss with a level 3 fair value hierarchy classification.
Contingent consideration was valued using a discounted cash flow and scenario analysis method. The main inputs in the
valuation process were discount rates, forecast realised crude oil prices, and future production. See Note 22 for details of the
sensitivity analysis performed.
There were no transfers between fair value levels during the year.
Financial risk
We are exposed to several financial risks, including oil and gas price volatility, credit risk, liquidity risk, foreign currency risk, and
interest rate risk. Our policy is to reduce our exposure to these risks, where possible, within boundaries deemed appropriate by our
management team. This may include the use of derivative instruments to manage oil price volatility. Oil price volatility may also
impact our contingent consideration liability, where market price hurdles have been included in the terms.
Interest rate risk
Our exposure to interest rate risk relates mainly to our floating rate borrowings and balances of surplus funds placed with financial
institutions. We monitor this risk and will implement our hedging policy if and when required.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the reporting date and assumes
the amount of the balances at the reporting date were outstanding for the whole year. A 100 basis point change represents
management’s estimate of a possible change in interest rates at the reporting date. If interest rates had been 100 basis points
higher or lower, and all other variables were held constant, our profits and equity would be impacted as follows:
Increase
Decrease
2025
$000
2024
$000
2025
$000
2024
$000
Cash and cash equivalents
51
469
(51)
(469)
Borrowings
(311)
(414)
311
414
Notes to the financial statements continued
Year ended 31 December 2025
142
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Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Foreign currency risk
The Company’s functional currency is the US dollar, being the currency in which the majority of the Group’s expenditure is
transacted. Small elements of its management, services and treasury functions are held and transacted in Pounds Sterling, Euro
or Angolan Kwanza. The Group does not enter into derivative transactions to manage its foreign currency. Foreign currency risk is
not considered material to the Group and Company.
The table below details our financial assets and liabilities by currency:
Financial assets
Group
Cash and cash equivalents
2025
$000
2024
$000
US$
4,670
45,951
GBP
376
885
EUR
2
1
AOA
97
43
5,145
46,880
Group
Trade and other receivables
2025
$000
2024
$000
US$
11,117
8,549
GBP
210
78
11,327
8,627
Financial liabilities
Group
Trade and other payables
2025
$000
2024
$000
US$
66,533
50,854
GBP
2,065
1,867
EUR
207
217
AOA
6
1
68,811
52,939
Credit risk management
The Group has to manage its currency exposures and the credit risk associated with the credit quality of the financial institutions
in which the Group maintains its cash resources. At the year end the Group held approximately 95% (2024: 98%) of its cash in
US dollars. These balances are held with creditworthy financial institutions and, as such, we do not expect any significant loss to
result from non-performance by such counterparties. The Group continues to proactively monitor its treasury management to
ensure an appropriate balance of the safety of funds and maximisation of yield.
Trade and other receivables are non-interest bearing. The Group does not hold any collateral as security and the Group does
not hold any significant allowance in the impairment account for trade and other receivables. Apart from derivative hedge assets
there are no financial assets held at fair value.
The Group’s maximum exposure to credit risk is $21.7 million (31 December 2024: $65.4 million), based on our cash and cash
equivalents, restricted funds, and trade and other receivables. Our cash balances are held with creditworthy financial institutions
and there has been no significant increase in the credit risk of our debtors during the period.
Joint venture receivables are subject to the expected credit loss model. The Group applies the IFRS 9 simplified approach to
measuring expected credit losses which uses a lifetime expected loss allowance for joint venture receivables. We estimate
expected credit losses based on relevant information about past events, including historical experience, current conditions, and
reasonable and supportable forecasts of events which may affect the collectability. The allowance for credit losses reflects the
net amount expected to be collected. Any change in credit allowance is reflected in the Consolidated Statement of Operations.
Amounts are written off against the allowance in the period when efforts to collect a balance have been exhausted. Any write-
offs in excess of credit allowance by category of financial asset reduces the asset’s carrying amount and is reflected in the
Consolidated Statement of Operations.
The movement in the expected credit loss allowance during 2025 and 2024 is detailed in the table below:
Group
$000
As at 1 January 2024
-
As at 31 December 2024
-
Increase in loss allowance recognised in profit or loss
1,616
As at 31 December 2025
1,616
Liquidity and interest rate tables
Management reviews budgeted cash forecasts regularly to ensure there is enough cash on hand to repay financing obligations
and operational expenses as they become due. Additionally, the Group has access to a rotating Working Capital Credit Facility of
up to $30 million. The following table details the remaining contractual maturity of our financial assets and liabilities, based on the
undiscounted cash flows of on the earliest date on which the Group can be required to pay.
Notes to the financial statements continued
Year ended 31 December 2025
144
145
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Overview
Corporate Governance
Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
The table below includes both interest and principal including cashflows on actual contractual arrangements.
Less than
six months
$000
Six
months
to one year
$000
One to
six years
$000
Total
$000
Interest
$000
Principal
$000
Group
As at 31 December 2025
Non-derivative financial liabilities:
Borrowings
7,144
6,837
23,917
37,898
6,383
31,515
Trade and other payables
214
65,728
-
65,942
-
-
Derivative financial instruments:
Contingent consideration
3,500
-
15,350
18,850
-
-
Forward foreign exchange
contracts – outflow
-
-
-
-
-
-
Forward foreign exchange
contracts – inflow
(225)
-
-
(225)
-
-
10,633
72,565
39,267
122,465
6,383
31,515
As at 31 December 2024
Non-derivative financial liabilities:
Borrowings
7,930
7,608
38,292
53,830
11,810
42,020
Trade and other payables
1,046
47,529
-
48,575
-
-
Derivative financial instruments:
Contingent consideration
5,535
-
34,851
40,386
-
-
Forward foreign exchange
contracts – outflow
1,279
-
-
1,279
-
-
Forward foreign exchange
contracts – inflow
(196)
-
-
(196)
-
-
15,594
55,137
73,143
143,874
11,810
42,020
25. SHARE-BASED PAYMENTS
The table below details the movement in share option reserve:
2025
$000
2024
$000
At 1 January
842
965
Arising in the year
1,872
989
Options Exercised
(597)
(1,112)
At 31 December
2,117
842
During the year, Afentra plc operated four share incentive schemes:
• Founder Share Plan (FSP)
• Long-term Incentive Plan (LTIP)
• Executive Director Long-term Incentive Plan (EDLTIP)
• Non-Executive Director Option plan (NEDP)
Details of the schemes are summarised below:
Founder Share Plan
Under the FSP, the founders are eligible to receive 15% of the growth in returns of the Company over the five year period
commencing from 16 March 2021. The awards are expressed as a percentage of the total maximum potential award, being 10% of
the Company’s issued share capital.
Should a hurdle of doubling the Total Shareholder Return (TSR) over the five-year period be met, the awards will be converted
into nil cost options over ordinary shares of 10p each in the share capital of the Company.
For the purpose of determining the fair value of an award, the following assumptions have been applied and a valuation calculation
run through the Monte Carlo Model:
Award date
2022
Weighted average share price at grant date
£0.15
Exercise price
nil
Risk free rate
1.88%
Dividend yield
0%
Volatility of Company share price
44%
The risk-free rate assumption has been set as the yield as at the grant date on zero coupon government bonds of a term
commensurate with the remaining performance period.
The volatility assumptions are based on the daily share price volatility over a historical period prior to the respective dates of grant
with length commensurate to the expected life.
The weighted average exercise price of outstanding options is nil.
The weighted average remaining contractual life as at 31 December 2025 is 2.5 months.
At 31 December 2025 no options were exercisable.
During 2024 and 2025 the first and second measurement dates were reached and 20,470,160 and 1,440,448 nil cost options
were vested and exercised respectively. 50% of each award was vested and exercised immediately. The share price at time of
exercise was £0.39 in 2024 and £0.40 in 2025. The remaining 50% is expected to vest on the third measurement date, in 2026.
Notes to the financial statements continued
Year ended 31 December 2025
146
147
Strategic Report
Overview
Corporate Governance
Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
The table below details the movement in share awards for the year:
2025
No.
2024
No.
At 1 January
11,770,320
22,005,400
Exercised
(720,224)
(10,235,080)
At 31 December
11,050,096
11,770,320
Long Term Incentive Plan
The awards issued under the LTIP are nil-cost options to acquire ordinary shares in the Company, subject to a performance
condition. For the purpose of determining whether the condition has been met, the TSR of the Company is measured over a
three year performance period, commencing at the grant date. The awards have been valued using the Monte Carlo model, which
calculates a fair value based on a large number of randomly generated simulations of the Company’s TSR.
2022
2023
2024
2025
Award date
1
Nov
30
Sep,
3 Oct
1
Mar
6 and
13
Dec
20
Feb,
1 Mar
24
Oct
19
Dec
6
Jan
3
Feb
1
Mar
Weighted average share price at
grant date
£0.30
£0.30
£0.28
£0.30
£0.39
£0.50
£0.49
£0.46
£0.50
£0.46
Risk free rate
4.20%
4.23%
3.75%
3.92%
4.12%
3.87%
4.21%
4.25%
4.03%
4.02%
Dividend yield
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
Volatility of Company share price
54%
54%
55%
54%
52%
52%
52%
51%
51%
51%
Weighted average fair value
£0.16
£0.16
£0.15
£0.16
£0.21
£0.27
£0.25
£0.25
£0.25
£0.22
2025
Award date
3
Mar
11
Mar
1
Apr
15
Jul (1)
15
Jul (2)
15
Jul (3)
1
Oct
16
Oct
1
Dec
Weighted average share price at
grant date
£0.46
£0.44
£0.40
£0.46
£0.41
£0.41
£0.51
£0.47
£0.44
Risk free rate
4.05%
4.04%
4.04%
3.70%
3.89%
3.72%
3.81%
3.67%
3.62%
Dividend yield
0%
0%
0%
0%
0%
0%
0%
0%
0%
Volatility of Company share price
51%
51%
52%
43%
n/a
n/a
43%
43%
42%
Weighted average fair value
£0.21
£0.18
£0.23
£0.25
£0.51
£0.51
£0.21
£0.17
£0.03
The risk-free rate assumption has been set as the yield as at the grant date on zero coupon government bonds with remaining
term commensurate with the remaining projection period.
The volatility assumptions are based on the daily share price volatility over a historical period prior to the respective dates of grant
with length commensurate to the expected life.
The table below details the movement in share awards for the year:
2025
No.
2024
No.
At 1 January
2,024,494
2,774,439
Granted
2,113,263
1,059,036
Forfeited
(130,835)
(557,521)
Exercised
(360,000)
(1,251,460)
At 31 December
3,646,922
2,024,494
The weighted average exercise price of outstanding options is £nil.
The weighted average remaining contractual life as at 31 December 2025 is 15 months.
Executive Director LTIP
The awards issued under the EDLTIP are nil-cost options to acquire ordinary shares in the Company, subject to a performance
condition. For the purpose of determining whether the condition has been met, the TSR of the Company is measured each year
over a three year performance period, commencing at the grant date. The awards have been valued using the Monte Carlo model,
which calculates a fair value based on a large number of randomly generated simulations of the Company’s TSR.
Award date
2025
2024
Weighted average share price at grant date
£0.42
£0.53
Exercise price
Nil
nil
Risk free rate
4.07%
4.05%
Dividend yield
0%
0%
Volatility of Company share price
52%
49%
Fair Value per award
£0.19
£0.27
The risk-free rate assumption has been set as the yield as at the grant date on zero coupon government bonds of a term
commensurate with the remaining performance period.
The volatility assumptions are based on the daily share price volatility over a historical period prior to the respective dates of grant
with length commensurate to the expected life.
2025
No.
2024
No.
At 1 January
3,228,373
-
Granted
4,356,560
3,228,373
At 31 December
7,584,933
3,228,373
The weighted average exercise price of outstanding options is nil.
The weighted average remaining contractual life as at 31 December 2025 is 23 months.
Notes to the financial statements continued
Year ended 31 December 2025
148
149
Strategic Report
Overview
Corporate Governance
Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
Non-Executive Director Option plan (NEDP)
The awards issued under the NEDP are options to acquire ordinary shares in the Company at a set price. These options are
subject only to a continued employment condition. The awards will vest three years after grant date and participants can exercise
these awards up to the ten year anniversary of the grant date. The awards have been valued using the Black-Scholes option
pricing formula.
Award date
2024
Weighted average share price at grant date
£0.57
Exercise price
£0.57
Risk free rate
3.92%
Dividend yield
0%
Volatility of Company share price
53.3%
Fair Value per award
£0.31
The risk-free rate assumption has been set as the yield as at the grant date on zero coupon government bonds of a term
commensurate with the remaining performance period.
The volatility assumptions are based on the daily share price volatility over a historical period prior to the respective dates of grant
with length commensurate to the expected life.
2025
No.
2024
No.
At 1 January
4,500,000
-
Granted
-
4,500,000
Forfeited
(1,050,750)
-
At 31 December
3,449,250
4,500,000
The weighted average exercise price of outstanding options is nil.
The weighted average remaining contractual life as at 31 December 2025 is 18 months.
Employees (including Senior Executives) of the Company receive remuneration in the form of share-based payment transactions
which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the
date on which they are granted. The fair value is determined by an external valuer using an appropriate pricing model. Although these
awards are deemed to be equity settled, an employee may elect to receive their entitled settlement, in whole or in part, in cash.
The estimated cost of equity-settled transactions is recognised in the profit and loss account as an expense, together with a
corresponding increase in equity. This expense and adjustment to equity is recognised over the period in which the performance
and/or service conditions are measured (the ’vesting period‘), ending on the date on which the relevant participants become fully
entitled to the award (the ’vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent
to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately
vest. The Income Statement charge for a period represents the movement in cumulative expense recognised as at the beginning
and end of that period.
The key areas of estimation regarding share-based payments are share price volatility and estimated lapse rates due to service
conditions and non-performance conditions not being met.
No adjustments are made in respect of market conditions not being met. Similarly, the number of instruments and the grant-date fair
value are not adjusted, even if the outcome of the market condition differs from the initial estimate.
Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not
been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated
as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the
original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
26. RELATED PARTY TRANSACTIONS
Details of Directors’ remuneration, which comprise key management personnel, are provided below:
Group
Company
2025
$000
2024
$000
2025
$000
2024
$000
Short-term employee benefits
2,502
2,521
278
351
Defined contribution pension
146
128
-
-
Share-based payments
1,522
897
498
275
4,170
3,546
776
626
Further information on Directors’ remuneration is detailed in the Remuneration Committee Report, on pages 81 – 91. The
Executive Directors (three) exercised share options during the year.
The Company’s subsidiaries are listed in Note 13. The following table provides the balances which are outstanding with subsidiary
undertakings at the balance sheet date:
2025
$000
2024
$000
Amounts due from subsidiary undertakings
30,139
18,025
Amounts due to subsidiary undertakings
-
(27,517)
Amounts due from subsidiary undertakings are interest free apart from the amount receivable from Afentra (Angola) Limited
which earns interest at a rate equal to the relevant US Treasury Bill rate plus a margin of 0.5%. The average interest rate on the
loan to Afentra (Angola) Limited was 4.9% in 2025 (2024: 5.6%). During the year the Company recognised interest receivable
from Afentra (Angola) Limited of $0.2 million (2024: $0.8 million).
In 2025, the Company’s subsidiary Afentra (Angola) Limited provided guarantee over the amount due from another subsidiary,
Afentra (UK) Limited, to the Company.
The Group and Company has no other disclosed related party transactions.
Notes to the financial statements continued
Year ended 31 December 2025
150
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Overview
Corporate Governance
Group Accounts
Afentra plc
Annual Report and Financial Statements 2025
27. DERIVATIVE ASSETS AND LIABILITIES
2025
$000
2024
$000
Derivative assets
225
196
Derivative liabilities
-
(1,279)
The company manages its exposure to oil price risk through commodity price hedging. In 2025, Afentra hedged approximately 86%
of its sales volumes through a combination of put options and collar structures. The hedge portfolio comprised put options with strike
prices between $60 and $65 per barrel, covering 86% of sales volumes, and call options with strike prices between $80 and $89 per
barrel, covering 56% of sales volumes. Currently, approximately 44% of 2026 projected sales are hedged using a combination of put
options with strike prices ranging from $60/bbl to $68/bbl and collar structures with call options ranging from $78/bbl to $92/bbl. The
hedging programme will continue to be under active review to seek further opportunities to increase the programme.
28. COMMITMENTS AND CONTINGENCIES
Pre-funded decommissioning liabilities
The Group has a pre-funded liability to settle the future decommissioning obligation associated with Block 3/05. The latest
approved estimate of the total cost for the contractor group to abandon the field at the end of the contract period in 2040 is
$574 million (Afentra’s share is $172 million), of which $554 million (Afentra’s share is $166 million) has been pre-funded by the
contractor group. The amounts pre-funded were deposited between 2004 and 2012 and substantially did not accrue interest on
consequence of the manner in which they were held. The funds were deposited with the Concessionaire and will not be released
to the contractor group until required for the purposes of abandoning the field.
On the basis that we consider that the contractor group will be discharged of its obligation to decommission, we do not forecast
any further expenditure occurring over and above that which has been pre-funded ($554 million gross). We have therefore
accounted for any future possible expenditure as a contingent liability as, while not considered probable, there remains a
possibility of any future increase to the estimated cost to abandon the field or any unfunded balance being called by the
Concessionaire. Commercial sensitivities associated with any future increase in the cost to decommission the field and interest
accrued precluded a range of potential estimates being disclosed.
Parent company guarantee
The Parent Company has provided a guarantee over the debt of Afentra (Angola) Limited as well as a guarantee under Section
479C of the UK Companies Act 2006 for exemption from statutory audit for the following companies: Afentra (UK) Limited;
Afentra (Onshore Developments) Limited; and Afentra (Offshore Developments) Limited.
Capital commitments
Under the terms of exploration licenses in Angola, the Group has committed to undertake minimum work programs which
consist of seismic acquisition, geological studies, and exploration drilling. As of 31 December 2025, the Group’s share of minimum
exploration expenditures amounted to $6.5 million, expected to be incurred over the next two exploration phases (2026–2030).
29. SUBSEQUENT EVENTS
• Contingent resource upgrade
On 13 January 2026, Afentra announced a material upgrade to its contingent resources following an independent audit and
internal assessment. This resulted in a more than fourfold increase in net working interest 2C contingent resources to 87.3
mmboe (gross 302.6 mmboe). The upgrade incorporates discoveries on Blocks 3/05 & 3/05A and a new assessment of the
recently awarded Block 3/24, demonstrating the significant organic growth potential across the portfolio.
• Competent person’s report update
On 5 February 2026 post-period, Afentra announced the results of its latest independent reserves report for its Angolan
assets. As of 31 December 2025, total net 2P working interest reserves stand at approximately 31.9 mmbo (vs 34.2 mmbo as
of 31 December 2024). Reserve additions in 2025 broadly offset production of 7.5 mmbo, contributing to a 3-year average
reserve replacement ratio of 94%, reflecting sustained reserve replacement despite ongoing production without infill drilling.
• Contingent consideration
On 17 March 2026, the Group made a contingent consideration payment of $3.5 million to Sonangol.
• Debt repayments
On 31 March 2026, the Group made an interest only redetermination payment on its RBL facility of $1.9 million.
• Debt refinancing
In May 2026, Afentra entered into a prepayment financing arrangement with a subsidiary of Gunvor Group for up to US$125
million, structured in two tranches and with a four-year tenor. The first tranche of $100 million is immediately available and a
committed facility; the second tranche of $25 million is subject to further conditions precedent. The facility will replace the
Company’s existing debt facilities and is secured against future crude oil deliveries from its Angolan assets, with repayment
primarily effected through cargo liftings. Proceeds are intended to support refinancing of existing arrangements and to fund
ongoing capital and operational expenditure across the portfolio.
• Sonangol joins Etu transaction
Post-period Sonangol joins the transaction to acquire interests from Etu Energias. As a result, Afentra will acquire a 3.33%
interest in Block 3/05 and a 3.66% interest in Block 3/05A, with completion expected in Q2 2026. This development
enhances alignment within the Joint Venture partnership. Post-completion, Afentra’s interest will increase to 33.33% in Block
3/05 and 24.99% in Block 3/05A.
• Block 3/05 accelerated drilling programme
Post-period, the Company announced that a rig opportunity provided by Sonangol allowed the Joint Venture to accelerate
the planned two-well drilling programme on Block 3/05. The programme commenced with the Pacassa SW exploration well,
marking the start of the execution phase of the Company’s organic growth strategy.
• Share purchase programme
Since 31 December 2025, the Company purchased approximately 0.4 million shares on AIM through the EBT, with a
weighted average share price of £0.47, to satisfy the requirements of the employee LTIP and final 2026 FSP vesting.
• Maintaining financial discipline in a volatile market
Escalating geopolitical tensions in the Middle East have increased volatility in global energy markets. The Board is
monitoring the situation closely, which reinforces the importance of the Company’s disciplined financial strategy and
approach to risk management.
Notes to the financial statements continued
Year ended 31 December 2025
152
153
Afentra plc
Annual Report and Financial Statements 2025
Term
Definition
$
US dollars
2D
Two dimensional
2C
Denotes best estimate of Contingent Resources
2P
Denotes the best estimate of Reserves. The sum of Proved plus Probable Reserves
ACREP
ACREP Exploração Petrolífera SA
AIM
AIM, a SME Growth market of the London Stock Exchange
AGM
Annual General Meeting
ALNG
Angola LNG (gas export network)
ANPG
Agência Nacional de Petróleo, Gás e Biocombustíveis (holder of the mining rights of
Exploration, Development and Production of liquid and gaseous hydrocarbons in Angola)
BCF
Billion Cubic Feet
Block 3/05
The contract area described in and covered by the Block 3/05 PSA
Block 3/05A
The contract area described in the Block 3/05A PSA
Block 3/24
The contract area described in the Block 3/24 RSC
Block 23
The contract area described in and covered by the Block 23 PSA
Board
The Board of Directors of the Company
bopd
Barrels of oil per day (‘k-’ / ‘mm-’ for thousand / million)
bwpd
Barrels water injected per day
Company
Afentra plc
Companies Act
The Companies Act 2006, as amended 2006
CPR
Competent Persons Report
Directors
The Directors of the Company
ECL
Expected credit loss
E&E
Exploration and evaluation assets
eFTG
Enhanced Full Tensor Gravity Gradiometry
EDLTIP
Executive Director Long-term Incentive Plan
E&P
Exploration and production
EPS/LPS
Earnings/loss per share
EBITDAX (Adjusted)
Earnings before interest, taxation, depreciation, total depletion and amortisation,
impairment and expected credit loss allowances, share-based payments, provisions,
and pre-licence expenditure. Additionally, in any given period, significant, unusual or
non-recurring items may be excluded from EBITDAX (Adjusted) for that period.
Entitlement Reserves
Entitlement production/reserves refers to the share of oil/gas that a company is entitled
to receive based on fiscal and contractual agreements governing the specific asset.
ESG
Environmental, Social and Governance
ESP
Electrical Submersible Pumps
FID
Final investment decision
FSO
Floating storage and offloading
FSP
Founders’ Share Plan
FTSE
Financial Times Stock Exchange
G&A
General and administrative
GAAP
Generally Accepted Accounting Principles (referenced alongside IFRS)
GBP
Pounds sterling
G&G
Geological and geophysical
GHG
Greenhouse gases
GIIP
Gas initially in place
GOR
Gas Oil Ratio
GPQ
Golungo-Palanca NE-Quissama
GRI
Global Reporting Initiative
Group
Afentra plc and its subsidiary undertakings
Hydrocarbons
Organic compounds of carbon and hydrogen
HSE
Health, Safety and Environment
HWO
Heavy Workover
IAS
International Accounting Standards
IEA
International Energy Agency
IFC
International Finance Corporation
IFRS
International Financial Reporting Standards
IOC
International oil company
IPIECA
International Petroleum Industry Environmental Conservation Association
JV
Joint venture
JOA
Joint operating agreement
k
Thousands
km
Kilometre(s)
km2
Square kilometre(s)
KON
Kwanza Onshore
KPI
Key performance indicators
Lead
Indication of a potential exploration prospect
LDAR
Leak Detection and Repair
LiDAR
Light Detection and Ranging
LNG
Liquefied Natural Gas
LSE
London Stock Exchange
LTIP
Long-term incentive plan
LWI
Light Well Intervention
M&A
Mergers and acquisitions
M&P
Maurel & Prom (JV partner on Blocks 3/05 and 3/05A)
m
Metre(s)
mmbo
Million barrels of oil
mmboe
Million barrels of oil equivalent
mmcfd
Million cubic feet per day
MUFG
MUFG Corporate Markets (Company Registrar)
MVO
Market Value Options
NED
Non-Executive Director
NEDP
Non-Executive Director Option plan
NIS
NIS Naftagas (JV partner on Blocks 3/05 and 3/05A)
O&G
Oil and gas
Definitions and glossary of terms
154
Afentra plc
155
Annual Report and Financial Statements 2025
Nominated Advisor and
Joint Corporate Broker
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
Joint Corporate Broker
Tennyson Securities
65 Petty France
London
SW1H 9EU
Financial PR
Burson Buchanan Limited
107 Cheapside
London
EC2V 6DN
Corporate Bankers
The Royal Bank of Scotland Plc
1 Albyn Place
Aberdeen
AB10 1BR
Legal
Pinsent Masons LLP
30 Crown Place
Earl Street
London
EC2A 4ES
PLMJ Advogados, SP, RL
Av. Fontes Pereira de Melo, 43
1050-119
Lisboa
Portugal
Auditors
BDO LLP
55 Baker Street
London
W1U 7EU
Registrars
Link Group
10th Floor Central Square
29 Wellington Street
Leeds
LS1 4DL
Registered Office
10 St. Bride Street
London
EC4A 4AD
www.afentraplc.com
Designed and produced by Blueasterisk Design
www.blueasterisk.design
OIW
Oil in water
Op.
Operator
OPEC
Organisation of the Petroleum Exporting Countries
Opex
Operating expenditure
Opex/bbl
Gross operating cost / Gross production
Ordinary Shares
ordinary shares of 10 pence each
Petroleum
Oil, gas, condensate and natural gas liquids
Petrosoma
Petrosoma Limited (JV partner in Somaliland)
Plc
Public limited company
Prospect
An area of exploration in which hydrocarbons have been predicted to exist in economic
quantity. A group of prospects of a similar nature constitutes a play.
PSA
Production sharing agreement
PWTS
Produced Water Treatment System
QCA Code
QCA (Quoted Companies Alliance) Corporate Governance Code 2023
RBL
Reserve-Based Lending
Reserves
Reserves are those quantities of petroleum anticipated to be commercially recoverable
by application of development projects to known accumulations from a given date
forward under defined conditions. Reserves must satisfy four criteria; they must
be discovered, recoverable, commercial and remaining based on the development
projects applied. Reserves are further categorised in accordance with the level of
certainty associated with the estimates and may be sub-classified based on project
maturity and/or characterised by development and production status.
RSC
Risk Service Contract
SASB
Sustainability Accounting Standards Board
SDGs
Sustainable Development Goals
SECR
Streamlined Energy and Carbon Reporting
SPA
Sale and Purchase Agreements
Seismic
Data, obtained using a sound source and receiver, that is processed to provide a
representation of a vertical cross-section through the subsurface layers.
Shares
10p ordinary shares
Shareholders
Ordinary shareholders of 10p each in the Company
STOIIP
Stock tank oil initially in place
Subsidiary
A subsidiary undertaking as defined in the 2006 Act
Sonangol
Sonangol Pesquisa e Producao S.A.
Sonangol EP
Sociedade Nacional de Combustíveis de Angola, Empresa Pública
TBC
To be confirmed
TSR
Total Shareholder Return
TTL
Through tubing logging
United Kingdom or UK
The United Kingdom of Great Britain and Northern Ireland
Working Interest or WI
A Company’s equity interest in a project before reduction for royalties or production
share owed to others under the applicable fiscal terms
Definitions and glossary of terms continued
Professional advisors
Afentra plc
10 St. Bride Street
London
EC4A 4AD
+44 (0)20 7405 4133
info@afentraplc.com
www.afentraplc.com