Annual Report
2023-2024
Contents
1
Contents
Officers and Advisors
2
Chairman’s Statement
4
Strategic Report
6
Corporate Governance Statement
15
Audit Committee Report
22
Directors’ Remuneration Report
24
Board of Directors
26
Directors’ Report
27
Statements of Directors’ Responsibilities
30
Stakeholder Engagement
31
Independent Auditor’s Report
35
Consolidated Statement of Comprehensive Income
43
Consolidated Statement of Financial Position
44
Consolidated Statement of Changes in Equity
45
Consolidated Statement of Cash Flows
46
Notes to the Consolidated Financial Statements
47
Company Statement of Financial Position
75
Company Statement of Changes in Equity
76
Notes to the Company Financial Statements
77
Officers and Advisers
2
Officers and Advisors
Directors
Richard Herbert (Chief Executive Officer)
Patrick Clanwilliam (Non-Executive Chairman, resigned 22 March 2024)
Carlos Fernandes (Finance Director)
Paul Forrest (Non-Executive Director, resigned 30 April 2024)
Krzysztof Zielicki (Interim Non-Executive Chairman, appointed 22 March 2024)
Antoine Vayner (Non-Executive Director, appointed 19 Jun 2024)
Secretary
Westend Corporate LLP
6 Heddon Street
London
W1B 4BT
Registered Office
Building 3, 566 Chiswick Park
Chiswick High Road
London
W4 5YA
Nominated Advisor
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
Brokers
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
Auditor
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Officers and Advisers
3
Solicitor
Fieldfisher LLP
Riverbank House
2 Swan Lane
London
EC4R 3TT
Principal Bankers
HSBC Holdings Plc
PO Box 10
59 Old Christchurch Road
Bournemouth
Dorset
BH1 1EH
Barclays Bank Plc
Leicester
Leicestershire
LE87 2BB
Registrars
Share Registrars Limited
27/28 Eastcastle Street
London
W1W 8DH
Chairman’s Statement
4
Chairman’s statement
Dear Fellow Shareholders,
It is my pleasure to present you with the Annual Report of Angus Energy plc (the “Company”
or “Angus Energy”) with its subsidiary undertakings (the “Group”) for the year ended 30
September 2024.
During the year, we focused on maximizing revenue, refinancing of the Company’s debt,
improving operational efficiency, and maintaining a disciplined approach to capital allocation.
There has also been a strong focus on organic and inorganic growth opportunities. Our
dedication to sustainable practices, combined with a strong commitment to shareholder
returns, positions us well for future success.
Angus has delivered strong revenue of £21.802 million and EBITDA of £10.803 million. Historic
hedges, set at less than 50% of current spot gas prices which stop in June 2025, will lead to a
substantial improvement in cashflow and overall profits going forwards.
In February 2024, we successfully closed a £20m senior secured loan facility provided by
Trafigura PTE Ltd. This allowed the company to exit its previous expensive debt and provided
funds to pay legacy creditors and invest in a booster compressor to increase gas production
from Saltfleetby Field in Lincolnshire and to restart oil production from the Brockham Oil Field
in Southern England.
Operationally, we have maintained steady gas production at Saltfleetby and work on the
installation of the booster compressor is progressing with commissioning expected in late first
quarter of 2025. The new compressor is planned to boost production and prolong the life of
the field.
In line with this strategy, we have completed the geological remapping of the Saltfleetby Gas
Field, enabling us to produce an updated dynamic reservoir model calibrated with production
history data. With this data we are able to select the best targets for infill drilling opportunities
to accelerate production. Geologically the Saltfleetby Gas Field also has gas storage potential
and has been identified as the best hydrogen storage reservoir candidate onshore in the UK
and 3rd best, including offshore fields. Energy security is high on the Government’s agenda,
and we will continue to work with all stakeholders to assess the viability of storage
opportunities covering hydrogen (production and storage) and carbon capture schemes.
To complement Angus’s organic growth, we have created a strong team to look at inorganic
opportunities and are in the process of identifying targets, mergers and development
candidates. This will be a strong theme for 2025.
Financial and Statutory Information
Revenue from oil and gas production during the year were £21.802m (2023: £28.208m) on
production of gross 44 mbbls of condensate oil, 2.6 kbbls of crude oil and 26.5 million therms
Chairman’s Statement
5
of natural gas (2023: 32 kbbls of condensate oil, NIL crude oil and 25 million therms of natural
gas). This was the result of production from the Saltfleetby Gas Field and Brockham Oil Field.
The Group recorded a loss of £4.301m, which included an impairment of £4.770m for the
Brockam Oil Field due to lower than expected production rates. EBITDA (Revenue less
Expenses – excluding tax, interest, depletion, impairment and derivative charge) for the
period was £10.803m (2023: £17.022m). The group recorded a derivative profit of £10.822m
in relation to the fair value movement of the derivative instrument which is based on future
production and calculated using forward gas prices as at 30 September 2024. The derivative
will be realised to a profit or loss when the payments under the derivative instruments
become due (see note 22).
The Company has continued to make a conscious effort to maintain a low cost base at both
corporate and operational levels while still maintaining a high level of safety, professionalism
and operatorship. Administrative costs have increased by £0.347m to £3.253m (2023:
£2.906m), reflecting one off restructuring costs and inflation.
Outlook
With the legacy hedges rolling off in June 2025 the Company looks forward to the benefit of
substantially higher free cashflows. After the installation of the booster compressor is
completed, the Company will turn its intentions to drilling a fourth well at Saltfleetby,
increasing production and adding value for shareholders.
The market for oil and gas continues to evolve, and we remain confident in our ability to
navigate these changes, leveraging our experienced team, world-class assets, and strategic
partnerships. Looking ahead, we are focused on maximising production from our existing
reserves and advancing key development projects by expanding our footprint outside of the
UK. We deeply value the trust and support of our shareholders, employees, and stakeholders.
I am excited about the opportunities that lie ahead as we continue to build on our success.
Krzysztof Zielicki
Interim Non-Executive Chairman
5 March 2025
Strategic Report
6
Operating Review
I am pleased to report that all operations were performed without any safety incidents or
environmental damage.
The Group produced 26.5 million therms of natural gas and 44 mbbls of condensate oil during
the period from its Saltfleetby Gas Field and 2.6 kbbls of crude oil from its Brockham Oil Field.
The performance of the reservoir and the three producing wells (A4, B2 and B7) have been
modelled and well performance has been optimised to deliver quarterly production targets
with all quarterly production targets met during 2024.
For the period, operational efficiency was 92% including June and August planned shutdowns
for the delivery of safety critical and regulatory driven maintenance, compressor and engine
maintenance work, and gas export metering maintenance work. This represents a 2% increase
over last year’s operating efficiency and was largely due to the improvement in equipment
reliability and continued well performance management.
In October 2023 Angus announced the publication of an updated independent Competent
Persons Report ("CPR") for its Saltfleetby Gas Field ("SGF") conducted by Oilfields
International Limited. The summary of the results, which includes resources and reserves for
both sales gas and associated liquids is summarised below:
Saltfleetby Field Net Reserves and Contingent Resource as at
August 1, 2023
1P
2P
2C
Sales Gas (Bcf)
22
25
17
Sales Liquids (Mstb)
332
415
238
Total (Mboe)
4,194
4,760
3,204
*Energy equivalent factor 5,800 cubic feet of per boe
The new CPR has taken account of production performance from 3 wells currently in
production and the addition of two further development wells in the Main Westphalian
reservoir, SF9 and SF10, which are scheduled to enter production in January 2025 and January
2026 respectively.
The CPR also gives the net present value of the cash flows from SGF, including the impact
from the revised capex from additional drilling, projected impact of the Energy Profits Levy,
the senior loan facility debt service costs, the associated royalties and the mandatory
hedging. Oilfield International Limited has used a discount rate of 10%.
Strategic Report
7
We highlight below the NCF and NPV10, discounted to August 1st, 2023: Net Attributable to
the Company:
Net Cash Flow Attributable to the
Company
NPV10 Attributable to the Company
Scenario
1P
2P
1P
2P
Pre-Tax
£125.4m
£153.5m
£86.9m
£104.1m
Post-Tax
£78.9m
£90.6m
£57.1m
£64.3m
MOD: money of the day
The full CPR is available for download in the "Presentations" section of the Company's website
(www.angusenergy.co.uk/media/presentations).
Under the heading “Review of activities” below we provide a more in-depth summary of
operational activities. I will reiterate that our first concern as a Group must be for the safety
of our staff, contractors, the public at large and the environment on which we rely on. We
will continue to work in close co-operation with all of our regulators, ensuring a spotless
record of compliance – the North Sea Transition Authority (“NSTA”), the Environment Agency
(“EA”) the Health and Safety Executive (“HSE”) and our local councils.
Business Review
The principal activity of the Group during the year continued to be on-shore, conventional
production and development of hydrocarbons in the UK.
Review of activities
Angus is very conscious of the requirement to operate in a safe and environmentally
responsible manner. This is a priority of the management and all our field operators. The
activities for the year were carried out with no reportable HSE or Environmental breaches.
Saltfleetby
During the period the Company continued to develop its well performance program and
improving equipment reliability. The annual 5-day shutdown in July was conducted with all
safety related maintenance completed without incident. Planned maintenance included an
8,000-hour service carried out on the ‘A’ compressor, including the change out of suction and
discharge plate valve assemblies, piston rods, piston rod seals, and piston rings. Top-end
services on the ‘A’ and B’ engines were completed with a full changeout of cylinder heads for
upgraded non-OEM cylinder head and valve assemblies.
Strategic Report
8
Operational Efficiency for the year improved on the previous year’s performance with an
average efficiency of 92% achieved, primarily driven by improvements in equipment
reliability.
Building on the seismic reprocessing and remapping work completed in 2023, a geocellular,
dynamic reservoir model has been constructed across the Westphalian Sandstone and
underlying Namurian reservoir at the Saltfleetby Gas Field. The reservoir model gives us a
great understanding of the reservoir properties and fluid flow within the reservoir and in turn
has then been used to identify several infill drilling opportunities. Additionally, this reservoir
model will be fundamental in the progression of the long-term plan for the Satlfleetby field
as a storage facility for CO2, Natural Gas or Hydrogen.
Angus is evaluating the drilling of a new well, adding a fourth producer to the field to
accelerate production and increase shareholder value. The well is in the preliminary design
phase with a target drilling date of late 2025, pending delivery time for long lead items. The
target drill date would allow for 2-6 mmcf/d incremental field production in early 2026.
The Company met all its obligations under its live hedging programme and has deferred
payments on the crystallised hedges by up to 12 months in agreement with Trafigura. Legacy
monthly hedged volumes are currently set at 1,250,000 Therms per month and terminate in
June. In July-December 2025, monthly hedged volumes are set at an average volume of
1,075,000 Therms per month at an average price of c. 88 pence per therm. As required under
its loan agreement with Trafigura, Angus has struck hedges in for 2026 set at an average
volume of 530,000 Therms per month at an average price of c. 103 pence per therm. Please
see note 22 and 27 for further details.
Brockham
BRX2Y was brought back on-line May 28th after a successful workover. The well came on-line
producing c. 60% water cut at a total fluids rate of approximately 120 bbls/d with only minor
operational upsets. Since restarting production, the water cut has fluctuated, with a range of
between 60% and 80%, and total fluid rates have stabilized at c. 90 bbls/d, equating to c. 20-
25 bbls/d oil production.
The forward strategy now focuses on the optimization of oil production through
improvements in operational efficiency. The company recognised an impairment of £4.770
million in relation to the carrying value of Brockham, due to the lower than expected
production rates which have impacted on the expected future cash flows from the assets.
Production will continue to be monitored, and an assessment is being undertaken to
determine if BRX4Z, a suspended offset well, can be commercially brought into production to
increase recovery from the Portland reservoir.
Balcombe
Following the initial 7-day well test in the Autumn of 2018, a planning application was
submitted in late 2019 for a longer 3-year well test on the Balcombe-2Z well. The aim of the
planned operation is to recover remaining drilling fluids from the wellbore and conduct a
Strategic Report
9
long-term extended well test to indicate to what degree the well and field can produce
hydrocarbons at a commercial rate. The Planning Inspectorate’s decision in October 2023 to
grant the Company the right to test the existing well, was appealed by a residents’
organization and heard in court on the 26th and 27th of January 2025. The decision of the
High Court is expected to be made public in April or May 2025.
Lidsey
Due to the high cost of water disposal, Lidsey has remained shut in, however, as previously
stated, a planning application has been submitted to allow for transportation of produced
water off-site to the Brockham oil field for voidage replacement and pressure maintenance.
Should this application be granted, work will be progressed to test the integrity of the well in
readiness for future production, confirm the operability of the currently installed artificial lift,
and establish the re-instatement production potential of the X2 well. This is low-cost
operation, and if successful, it will allow for the reinstatement of the site with produced water
trucked to Brockham for injection.
Strategic Report
10
Strategy and Sustainability
The Directors’ objective remains unchanged, to create long-term value for shareholders by
building the Group into a profitable energy production company with a reputation for
technical excellence with strict cost discipline. The Director’s will continue to focus on the UK
onshore but do not rule out acquisitions overseas in jurisdictions where the rule of law is
strong. We understand the energy requirements and infrastructure constraints, combined
with a development plan based on fundamentals, can lead to sustainable and profitable
opportunities for investors. As such we are constantly reviewing potential projects that will
complement our existing core skills and portfolio of assets.
From the point of view of sustainability, the Directors are aligned with the national energy
objectives and look forward with enthusiasm to the opportunities ahead in the common goal
of net zero. Whilst we will continue to win a return from legacy oil fields, the long-term
preference remains for the acquisition of gas assets. There will be a requirement for oil and
gas in Britain’s energy mix for decades to come and Angus is committed to providing that
energy during the transition to lower-carbon energy in the future.
Global Environment and Stewardship
As a Group we do have duties of stewardship to the wider environment of which we are
acutely aware. At Angus we realise there needs to be significant improvement in the Energy
Mix and the transition begins with the proper operation of the existing energy assets and the
responsible development of new ones. We understand hydrocarbons are still needed but
must be produced to the highest ESG standards.
When it comes to our existing operations or evaluating potential new projects, we are always
focused on creating the least possible impact on the environment.
Local Environment
As a responsible North Sea Transition Authority (“NSTA”) approved and Environment Agency
(“EA”) permitted UK operator, Angus Energy is committed to utilising industry best practices
and achieving the highest standards of environmental management and safety. Our
operations:
• Continuously assess and monitor environmental impact
• Promote internally and across our industry best practices for environmental
management and safety
• Constant attention to maintaining our exemplary track record of safe oil and gas
production
There were no reportable health and safety incidents during the year.
Strategic Report
11
Community
Angus Energy seeks and maintains positive relationships with its local communities. We
achieve this through our various forms of communication which include community liaison
meetings, social media updates, RNS’s and Investor Q & A sessions.
In general, we are guided by the following principles:
• Open and honest dialogue
• Engagement with stakeholders at all stages of development
• Proactively addressing local concerns
• Actively minimise impact on our neighbours
• Adherence to a strict health and safety code of conduct
Section 172 Statement
Under Section 172, Directors have a duty to promote the success of the Company for the
benefit of the members as a whole and, in doing so, they should have regard to specified
areas that relate, by and large, to wider stakeholder interest. Further details of these areas
have been enumerated in the Stakeholder Engagement section on page 31.
Financial Review
The Group began the period with the following interests: 80% of Brockham (PL235), 80% of
Lidsey (PL241), 25% of Balcombe (PEDL244) and 100% of Saltfleetby Gas Field (PEDL005) after
acquisition of Saltfleetby Energy Limited on 23 May 2022.
The Group had a cash balance of £2.172m as at 30 September 2023.
During the period, the Company issued the following shares (please refer to note 15 for a
detailed breakdown):
• 516,033,308 ordinary shares in relation to the conversion of the Kemexon Bridge
facility,
• 25,000,000 ordinary shares in relation to the settlement of fees,
• 226,513,000 ordinary shares in relation to the settlement of fees,
• 27,447,470 ordinary shares in relation to the Overriding Royalty Interest (“ORRI”)
payable on production from the Saltfleetby Gas Field,
The Group had a cash balance of £2.163m at the end of the reporting year.
The Group generated £21.802m revenue from oil and gas production during the year (2023:
£28.208m).
The Group recorded a loss of £4.301m, which included an impairment of £4.770m. EBITDA
for the period was £10.803m (2023: £17.002m). The group recorded a derivative profit of
£10.822m in relation to the fair value movement of the derivative instrument which is based
on future production and calculated using forward gas prices as at 30 September 2024. The
Strategic Report
12
derivative will be realised to a profit or loss when the payments under the derivative
instruments become due (see note 22).
The Group’s overall financial objectives are to increase revenue, return to profitability and
enhance the asset base supporting the business. In order to monitor its progress towards
achieving these objectives, the Group has set a number of key performance indicators, which
deal predominately with revenue, profitability, margin and cash flow as above.
Governance, Compliance and Shareholder Relations
The Board consists of a Chief Executive Officer and Finance Director supervised by two
experienced Non-Executive Directors. The Board meets regularly alongside with AIM Rules
Committee, Remuneration Committee and Audit Committee meetings.
In general, the management structure is very flat. In total we have 27 employees, including
management. The Company also relies on experienced third-party contractors.
We have appointed three compliance officers to deal with all our regulators and planning
authorities, which are presently Surrey, Lincolnshire and West Sussex County Council, the
NSTA, the Environment Agency and the Health & Safety Executive. Additionally, as a publicly
listed company, we are answerable to the AIM Market Division and to the Financial Conduct
Authority.
Compliance is an area which has grown more complicated and expensive in recent years, and
we expect it to get more so. Regulators are being more proactive and pre-emptive, and we
must anticipate their needs and expectations better than we have in the past. We should aim
to maintain better dialogue with all regulators and planners and engage in more frequent use
of pre-approval procedures where they are available.
Principal risks and uncertainties
Currency risks
The Group sells its produced crude oil and gas; oil is priced in US dollars and gas is priced in
GBP. As the bulk of the Company’s revenue and costs are in GBP, fluctuations in the US dollar,
sterling exchange rate or fluctuations in the oil price have a minimal impact on the Group’s
financial position and performance. Notwithstanding the latter, the value of such transactions
may be adversely affected by changes in currency exchange rates, which may have an adverse
effect on the business, financial condition, results of operations and prospects of the Group.
Management regularly reviews currency exposure with the aim of mitigating any downside
exposure where possible.
Market risk
The demand for, and price of, oil and gas are highly dependent on a variety of factors beyond
the Group’s control. The continued marketing of the Group’s oil and gas will be dependent
on market fluctuations and the availability of processing and refining facilities and
transportation infrastructure, including pipelines, access to roads, train lines and any other
relevant options at economic tariff rates over which the Group may have limited or no control.
Strategic Report
13
Transport links (including roads and pipelines) may be inadequately maintained and subject
to capacity constraints and economic tariff rates may be increased with little or no notice and
without taking into account producer concerns. Producers of oil and gas negotiate sales
contracts directly with oil and gas purchasers, with the result that the market determines the
price of oil and gas. The price depends in part on oil and gas quality, prices of competing fuels,
distance to market, the value of refined products and the supply/demand balance. The
marketability and prices of oil and gas that may be discovered or acquired by the Group will
be affected by numerous factors beyond its control. The Group has entered into commodity
derivatives for its gas product to protect it from any downside market risk (see note 22 for
further details).
Permitting risk
The Group exposed to the planning, environmental, licensing and other permitting risks
associated with its operations particularly with development and exploration drilling
operations.
The Group has to date been successful in obtaining the required permits to operate.
Therefore, the Group considers that such risks are mitigated through compliance with
regulations, proactive engagement with regulators, communities and the expertise and
experience of the management team.
Reserve and resource estimates
No assurance can be given that hydrocarbon reserves and resources reported by the Group
in the future are present as estimated, will be recovered at the rates estimated or that they
can be brought into profitable production. Hydrocarbon reserve and resource estimates may
require revisions and/or changes (either up or down) based on actual production experience
and in light of the prevailing market price of oil and gas. A decline in the market price of oil
and gas could render reserves uneconomic to recover and may ultimately result in a
reclassification of reserves as resources. Unless stated otherwise, the hydrocarbon reserve
and resources data relating to Lidsey and Brockham contained in the financial statements are
taken from the Competent Person’s Report, at the time of AIM admission on 14 November
2016 and the hydrocarbon reserve and resources data relating to Saltfleetby are taken from
the Saltfleetby Competent Person’s Report published in October 2023.
There are uncertainties inherent in estimating the quantity of reserves and resources and in
projecting future rates of production, including factors beyond the Group’s control.
Estimating the amount of hydrocarbon reserves and resources is an interpretive process and,
in addition, results of drilling, testing and production subsequent to the date of an estimate
may result in material revisions to original estimates.
The hydrocarbon resources data extracted from the Competent Person’s Report are
estimates only and should not be construed as representing exact quantities. The nature of
reserve quantification studies means that there can be no guarantee that estimates of
quantities and quality of the resources disclosed will be available for extraction. Therefore,
actual production, revenues, cash flows, royalties and development and operating
expenditures may vary from these estimates. Such variances may be material. Reserves
estimates are based on production data, prices, costs, ownership, geophysical, geological and
Strategic Report
14
engineering data, and other information assembled by the Group (which it may not
necessarily have produced).
The estimates may prove to be incorrect, and potential investors should not place reliance on
the forward-looking statements (including data included in the Competent Person’s Report
or taken from the Competent Person’s Report and whether expressed to have been certified
by the Competent Person or otherwise) concerning the Group’s reserves and resources or
production levels. Hydrocarbon reserves and resources estimates are expressions of
judgment based on knowledge, experience and industry practice. They are therefore
imprecise and depend to some extent on interpretations, which may prove to be inaccurate.
Estimates that were reasonable when made may change significantly when new information
from additional analysis and drilling becomes available.
This may result in alterations to development and production plans which may, in turn,
adversely affect operations. If the assumptions upon which the estimates of the Group’s
hydrocarbon resources have been based prove to be incorrect, the Group (or the operator of
an asset in which the Group has an interest) may be unable to recover and produce the
estimated levels or quality of hydrocarbons set out in this document and the Group’s
business, prospects, financial condition or results of operations could be materially and
adversely affected.
Events after the reporting period
On 25 February 2025, the Company struck additional hedges as per the requirements of the
rolling gas price protection policy in the Trafigura Facility. Please see note 27 for details.
Outlook
With the successful refinancing of the Company’s debt and steady production at Saltfleetby,
the Company looks forward to achieving positive operational cashflow with the introduction
of the new booster compressor, the rolling off of unfavourable legacy hedges and the
potential drilling of an additional production well. The Company will continue to explore
further oil and gas opportunities and mature its storage project with the intention of not only
creating shareholder value but also to address the urgent need for transition energy projects.
Approved by the Board of Directors and signed on behalf of the Board.
Richard Herbert
Chief Executive Officer
5 March 2025
Details of all our assets and operations can be found at www.angusenergy.co.uk
Corporate Governance Statement
15
Corporate Governance Statement
The Directors recognise that good corporate governance is a key foundation for the long term
success of the Group. The Company is listed on the AIM market of the London Stock Exchange
and is subject to the continuing requirements of the AIM Rules. The Board has therefore
adopted the principles set out in the Corporate Governance Code for small and mid-sized
companies published by the Quoted Companies Alliance (“QCA Code”). The principles are
listed below with an explanation of how the Company applies each principle, and the reasons
for any aspect of non-compliance.
1. Establish a strategy and business model which promotes long-term value for
shareholders
Angus Energy provides shareholders with a full discussion of corporate strategy within our
Annual Report. A dedicated section explains how we will establish long term shareholder
value, as set out on page 10.
The Company is focused around 3 key strategic goals:
• increase production and recovery from its existing asset portfolio;
• grow the asset portfolio through select onshore development and appraisal projects;
• actively manage costs and risks through operational and management control of the
entire process of exploring, appraising and developing its assets.
The Management team actively evaluates projects that simultaneously de-risk the current
portfolio and create long term shareholder value. Projects are evaluated based on many
characteristics to mitigate risk to our current activities. They include, but are not limited to,
alignment with the Company’s core competencies, geography, time horizon and value
creation. Further, a core component of the Company’s activities includes an active dialogue
with our legal and legislative advisors to ensure the Company remains up to date on current
legislation, policy and compliance issues.
The key challenges to the business and how they may be mitigated are detailed in the
Strategic Report on pages 6 to 14.
2. Seek to understand and meet shareholder needs and expectations
Angus Energy encourages two-way communication with institutional and private investors.
The Group’s major shareholders maintain an active dialogue to ensure that their views are
communicated fully to the Board. Where voting decisions are not in line with the company’s
expectations, the Board will engage with those shareholders to understand and address any
issues. The Company Secretary is the main point of contact for such matters.
The Company seeks out appropriate platforms to communicate to a broad audience its
current activities, strategic goals and broad view of the sector and other related issues. This
includes but is not limited to media interviews, website videos, in-person investor
presentations and written content.
Corporate Governance Statement
16
Communication with all stakeholders is the direct responsibility of the Senior Management
team. Managers work directly with professionals to ensure all inquiries (through established
channels for this specific purpose such as email or phone) are addressed in a timely manner
and that the Company communicates with clarity on its proprietary internet platforms. Senior
management routinely provide interviews with local media, and business reporters in support
of the Company’s activities. The Board routinely reviews the Company communication policy
and programmes to ensure quality communication with all stakeholders.
3. Take into account wider stakeholder and social responsibilities and their implications
for long term success
In all endeavors, the Company gives due consideration to the impact on its neighbours. The
Company seeks out methodologies, processes and expertise in order to address the concerns
of the non-investment community. As such, it actively identifies the bespoke needs of local
communities and their respective planners.
For example, the company provides local hotlines and establishes community liaison groups
to address local questions and concerns.
Angus Energy seeks to maintain positive relationships within the communities it operates in.
As such, Angus Energy is dedicated to ensuring:
• Open and honest dialogue;
• Engagement with stakeholders at all stages of development;
• Proactively address local concerns;
• Actively minimise impact on our neighbours; and
• Adherence to a strict health and safety code of conduct.
As a responsible NSTA approved and EA permitted UK operator, Angus Energy is committed
to utilising industry best practices and achieving the highest standards of environmental
management and safety.
Our operations:
• Continuously assess and monitor environmental impact;
• Promote internally and across our industry best practices for environmental
management and safety; and
• Constant attention to maintaining our exemplary track record of safe oil and gas
production.
For more information, please refer to page 10 to 11 of the Annual Report as well as the
Community section within the Company’s corporate website.
Corporate Governance Statement
17
4. Embed effective risk management, considering both opportunities and threats,
throughout the organization
Risk Management in the Strategic Report details risks to the business, how these are
mitigated and the change in the identified risk over the last reporting period.
The Board considers risk to the business at every Board meeting (at least 10 meetings are
held each year) and the risk register is updated at each meeting. The Company formally
reviews and documents the principal risks to the business at least annually.
Both the Board and senior managers are responsible for reviewing and evaluating risk and
the Executive Directors meet at least monthly to review ongoing trading performance, discuss
budgets and forecasts and new risks associated with ongoing trading.
5. Maintain the Board as a well-functioning, balanced team led by the chair
Oversight of Angus Energy is performed by the Company’s Board of Directors. Krzysztof
Zielicki, the acting Interim Non-Executive Chairman, is responsible for the running of the
Board and Richard Herbert, the Chief Executive Officer, has executive responsibility for
running the Group’s business and implementing Group strategy. All Directors receive regular
and timely information regarding the Group’s operational and financial performance.
Relevant information is circulated to the Directors in advance of meetings. In addition,
minutes of the meetings of the Directors of the main UK subsidiary are circulated to the Group
Board of Directors. All Directors have direct access to the advice and services of the Company
Secretary and are able to take independent professional advice in the furtherance of their
duties, if necessary, at the company’s expense.
The Board comprises of two Executive Directors and two Non-Executive Directors with a mix
of significant industry and business experience within public companies. The Board considers
that all Non-Executive Directors bring an independent judgement to bear. All Directors must
commit the required time and attention to thoroughly fulfil their duties.
The Board has a formal schedule of matters reserved for it and is supported by the Audit,
Remuneration, Nomination and AIM Rules compliance committees. The Schedule of Matters
Reserved and Committee Terms of Reference are available on the Company’s website and
can be accessed on the Corporate Governance page of the website.
6. Ensure that between them the directors have the necessary up-to-date experience, skills
and capabilities
The nomination committee will determine the composition of the Board of the Group and
appointment of senior employees. It will develop succession plans as necessary and report to
the Directors. Where new Board appointments are considered the search for candidates is
conducted, and appointments are made, on merit, against objective criteria and with due
regard for the benefits of diversity on the Board, including gender.
Corporate Governance Statement
18
The Company Secretary supports the Chairman in addressing the training and development
needs of Directors.
As a small company, all members of the Board share responsibility for all Board functions. As
such the Board will from time to time engage outside consultants to provide an independent
assessment.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous
improvement
The Board carries out an evaluation of its performance annually, considering the Financial
Reporting Council’s Guidance on Board Effectiveness. All Directors undergo a performance
evaluation before being proposed for re-election to ensure that their performance is and
continues to be effective, that where appropriate they maintain their independence and that
they are demonstrating continued commitment to the role.
Details of the Board performance effectiveness process will be included in the Directors’
Remuneration Report on page 24 to 25.
8. Promote a corporate culture that is based on ethical values and behaviors
The Group is committed to maintaining and promoting high standards of business integrity.
Company values, which incorporate the principles of corporate social responsibilities (CSR)
and sustainability, guide the Group's relationships with clients, employees and the
communities and environment in which we operate. The Group's approach to sustainability
addresses both our environmental and social impacts, supporting the Group's vision to
remain an employer of choice, while meeting client demands for socially responsible partners.
Company policy strictly adheres to local laws and customs while complying with international
laws and regulations. These policies have been integral in the way group companies have
done business in the past and will continue to play a central role in influencing the Group's
practice in the future.
The ethical values of Angus Energy, including environmental, social and community and
relationships, are set out in pages 10 and 11 and 32 to 34 of the Annual Report.
9. Maintain governance structures and processes that are fit for purpose and support good
decision- making by the Board
The Company has adopted a model code for directors' dealings and persons discharging
managerial responsibilities appropriate for an AIM company, considering the requirements
of the Market Abuse Regulations ("MAR"), and take reasonable steps to ensure compliance is
also applicable to the Group's employees (AIM Rule 21 in relation to directors' dealings).
The Corporate Governance Statement details the company’s governance structures, the role
and responsibilities of each Director. Details and members of the Audit Committee,
Corporate Governance Statement
19
Remuneration Committee, Nomination Committee and AIM Rules Compliance Committee
can be found on pages 20 to 21.
10. Communicate how the company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders.
The Company encourages two-way communication with both its institutional and private
investors and responds quickly to all queries received. The Chief executive Officer talks
regularly with the Group’s major shareholders and ensures that their views are
communicated fully to the Board.
The Board recognises the AGM as an important opportunity to meet private shareholders.
The Directors are available to listen to the views of shareholders informally immediately
following the AGM.
To the extent that voting decisions are not in line with expectations, the Board will engage
with shareholders to understand and address any issues.
In addition to the investor relations activities carried out by the Company as set out above,
and other relevant disclosures included in the Investor Relations section of the Company’s
website, reports on the activities of each of the Committees during the year will be set out in
the Annual Report on page 20 to 21.
The Board and its committees
At the beginning of the reporting year, the Board of the Group consisted of two Executive
Directors and three non-Executive Directors. At the date of approval of these financial
statements, the Board of the Group consisted of two Executive Directors and two Non-
Executive Directors.
The Board met on 10 occasions during the year to 30
September 2024. The table below sets out the Board meetings
held by the Company for the financial year ended 30
September 2024 and attendance of each Director:
Board
meetings
Executive Directors
Richard Herbert
[10/10]
Carlos Fernandes
[10/10]
Non-Executive Directors
Patrick Clanwilliam
[8/8]
Krzysztof Zielicki
[10/10]
Paul Forrest
[7/8]
Antoine Vayner
[1/1]
Corporate Governance Statement
20
The Group has established an Audit Committee, a Remuneration Committee, a Nomination
Committee and an AIM Rules Compliance Committee with formally delegated duties and
responsibilities.
Audit committee
The audit committee comprised of Krzysztof Zielicki, Carlos Fernandes and Antoine Vayner
with Krzysztof Zielicki as chairman. On 22 March 2024, Patrick Clanwilliam resigned and was
replaced by Krzysztof Zielicki and on 30 April 2024, Paul Forrest resigned and was replaced by
Antione Vayner. The composition of these committees may change over time as the
composition of the Board changes.
The Audit Committee helps the Board discharge its responsibilities regarding financial
reporting, external and internal audits and controls as well as reviewing the Group’s annual
and half-year financial statements, other financial information and internal Group reporting.
The Audit Committee Report is presented on page 22 to 23.
Remuneration committee
The remuneration committee comprised of Krzysztof Zielicki and Antoine Vayner, with
Krzysztof Zielicki as chairman. On 22 March 2024, Patrick Clanwilliam resigned and was
replaced by Richard Herbert and on 30 April 2024, Paul Forrest resigned. On 28 November
2024, Richard Herbert resigned and was replaced by Antione Vayner. The composition of
these committees may change over time as the composition of the Board changes.
The remuneration committee will determine the scale and structure of the executive
directors’ and senior employees’ remuneration and the terms of their respective service or
employment contracts, including share option schemes and other bonus arrangements. The
remuneration and terms and conditions of the non-executive directors of the Group will be
set by the Chairman and executive members of the Board.
The Directors’ Remuneration Report is presented on page 24 to 25.
Nomination committee
The nomination committee comprised of Krzysztof Zielicki and Richard Herbert with Krzysztof
Zielicki as chairman. On 22 March 2024, Patrick Clanwilliam resigned and was replaced by
Richard Herbert and on 30 April 2024, Paul Forrest resigned. The composition of these
committees may change over time as the composition of the Board changes.
The nomination committee will determine the composition of the Board of the Group and
appointment of senior employees. It will develop succession plans as necessary and report to
the Directors.
Where new Board appointments are considered the search for candidates is conducted, and
appointments are made, on merit, against objective criteria and with due regard for the
benefits of diversity on the Board, including gender.
Corporate Governance Statement
21
The Board carries out an evaluation of its performance annually, taking into account the
Financial Reporting Council’s Guidance on Board Effectiveness.
AIM Rules compliance committee
The AIM Rules compliance committee comprised of Richard Herbert, Carlos Fernandes and
Krzysztof Zielicki as chairman. On 22 March 2024, Patrick Clanwilliam resigned and was
replaced by Krzysztof Zielicki. The composition of these committees may change over time as
the composition of the Board changes.
The AIM Rules compliance committee will ensure that procedures, resources and controls are
in place to ensure that AIM Rules compliance by the Group is operating effectively at all times
and that the executive directors are communicating effectively with the Group’s nominated
adviser regarding the Group’s ongoing compliance with the AIM Rules and in relation to all
announcements and notifications and potential transactions.
The Board will keep the Group’s compliance with the new Market Abuse Regulation (MAR)
regime under review and will adopt such policies and practices as the Board considers
necessary to ensure such compliance from time to time. This includes compliance with
requirements regarding directors’ dealings.
The AIM Rules compliance committee met three times during the period under review to
discuss general compliance issues.
Other matters
The Board believes that the Group has a strong governance culture, and this has been
reinforced by the adoption of the QCA Code and recognition of the key principles of corporate
governance set out in the QCA Code, which the Board continually considers in a manner
appropriate for a company of its size. The Nomination Committee is currently assessing the
appropriate size and composition of the Board in line with the strategic direction of the
Company.
Krzysztof Zielicki
Interim Non-Executive Chairman
5 March 2025
Audit Committee Report
22
The Audit Committee helps the Board discharge its responsibilities regarding financial
reporting, external and internal audits and controls as well as reviewing the Group’s annual
and half-year financial statements, other financial information and internal Group reporting.
This includes:
• considering whether the Company has followed appropriate accounting standards
and, where necessary, made appropriate estimates and judgments taking into account
the views of the external auditors;
• reviewing the clarity of disclosures in the financial statements and considering
whether the disclosures made are set properly in context;
• where the audit committee is not satisfied with any aspect of the proposed financial
reporting of the Company, reporting its view to the Board of directors;
• reviewing material information presented with the financial statements and corporate
governance statements relating to the audit and to risk management; and
• reviewing the adequacy and effectiveness of the Company’s internal financial controls
and, unless expressly addressed by a separate board risk committee composed of
independent directors, or by the Board itself, review the Company’s internal control
and risk management systems and, except where dealt with by the Board or risk
management committee, review and approve the statements included in the annual
report in relation to internal control and the management of risk.
The Audit Committee assists by reviewing and monitoring the extent of non-audit work
undertaken by external auditors, advising on the appointment of external auditors and
reviewing the effectiveness of the Group’s internal controls and risk management systems.
The ultimate responsibility for reviewing and approving the Annual Report and financial
statements and the half-yearly reports remains with the Board.
During the year, no non-audit services were provided to the group for the year under review.
The audit committee considered the nature, scope of engagement and remuneration paid
were such that the independence and objectivity of the auditors were not impaired. Fees paid
for audit services are disclosed in Note 6.
During the financial year, the Audit Committee met twice with the auditor, Crowe U.K. LLP,
to review audit planning and findings regarding the Annual Report and review comments of
the interim financial statements.
Significant reporting issues considered during the year included the following:
1. Impairments of oil assets
The Committee has reviewed the carrying values of the Groups oil assets, comprised of
the oil production assets, exploration and evaluation (E&E) assets. Based on the
valuations prepared, and through discussions with management, the committee
considers that the carrying value of E&E assets is not impaired. The committee has
considered it prudent to impair the Brockham production assets based on the estimated
oil reserves and forecast level of future production.
Audit Committee Report
23
2. Going concern
The Committee also considered the Going Concern basis on which the accounts have been
prepared and can refer shareholders to the Group’s assessment set out in Note 3.3 and
Note 4 (b). The directors are satisfied that the going concern basis is appropriate for the
preparation of the financial statements, notwithstanding the material uncertainty that
could arise if there was a continued disruption of gas production as described in Note 3.3.
3. Valuation of Derivative
The Committee has reviewed the carrying value of the closing derivative liability. Based
on the work performed by the Company, and through discussions with management, the
committee considers that the carrying value of the liability is appropriate.
Krzysztof Zielicki
Chairman – Audit Committee
5 March 2025
Directors’ Remuneration Report
24
This report sets out the remuneration policy adopted by the Company in respect of the
Executive and Non-Executive Directors. The remuneration policy is the responsibility of the
remuneration committee, a sub-committee of the Board. No Director is involved in
discussions relating to their own remuneration.
Remuneration policy
The objective of the proposed remuneration policy is to attract, retain and motivate high-
caliber executives to deliver outstanding shareholder returns and at the same time maintain
an appropriate compensation balance with the other employees of the Group.
Directors’ remuneration
The normal remuneration arrangements for Executive Directors consist of a base salary,
performance bonuses and other benefits as determined by the Board. Each of the Executive
Directors has a service agreement that can be terminated at any time by either party giving
to the other written notice as per the greed terms in their service agreement. Compensation
for loss of office is restricted to base salary and benefits only.
The remuneration packages for the Executive Directors are detailed below:
• Base Salary:
Annual review of the base salaries of the Executive Directors are concluded after
taking into account the Executive Directors’ role, responsibilities and contribution to
the Group performance.
• Performance Bonus:
The Company intends to implement an Annual Bonus Scheme for 2025. Bonus
arrangements are discretionary and are payable depending on the performance of the
Executive Directors in meeting their key performance indicators and in the wider
context of the performance of the Group.
• Benefits:
Benefits include payments for provident funds that are mandatory and statutory
pension payments as required by laws of the resident countries of the Executive
Directors, health insurance and other benefits.
• Longer term incentives:
In order to further incentivise the Directors and employees, and align their interests
with shareholders, the Company has granted share options in the current and
previous years, as set out on page 25. The share options will vest at various future
dates as described in Note 16 to the financial statements. There are no conditions
attached to vesting other than service conditions.
Non-Executive Directors are remunerated solely in the form of Director Fees determined by
the Board and are not entitled to pensions, annual bonuses or employee benefits.
Directors’ Remuneration Report
25
Performance evaluation
All Directors undergo a performance evaluation before being proposed for re-election to
ensure that their performance is and continues to be effective, that where appropriate they
maintain their independence and that they are demonstrating continued commitment to the
role.
Appraisals are carried out each year with all Executive Directors. All continuing Directors stand
for re-election every 3 years. Succession planning at the current time is limited due to the
current size of the Board.
The tables below set out the respective Directors’ remuneration and fees:
2024
Salary
Termination
payment
Share based
payment
Total
£’000
£’000
£’000
Richard Herbert
260
-
-
260
Carlos Fernandes
190
-
-
190
Patrick Clanwilliam
35
35
-
70
Krzysztof Zielicki
58
-
-
58
Paul Forrest
18
-
-
18
Antoine Vayner
13
-
-
13
574
35
-
609
2023
Salary
Termination
payment
Share based
payment
Total
£’000
£’000
£’000
Richard Herbert
156
-
63
219
George Lucan
251
-
80
331
Andrew Hollis
186
-
60
246
Carlos Fernandes
184
-
60
244
Patrick Clanwilliam
83
-
-
83
Krzysztof Zielicki
35
-
-
35
Paul Forrest
30
-
-
30
925
-
263
1,188
The Remuneration Committee met three times during the year to review the scale and
structure of the executive directors’ and senior employees’ remuneration.
Krzysztof Zielicki
Chairman – Remuneration Committee
5 March 2025
Board of Directors
26
Richard Herbert
Chief Executive Officer
Richard is a geologist by profession, with over 44 years’ experience in the upstream oil and
gas business. His previous roles include COO Exploration at BP, Executive Vice-President for
Technology at TNK-BP in Russia, Vice-President of Exploration for Talisman Energy in Alberta,
Canada and CEO of Canadian independent Frontera Energy Corporation, operating in Latin
America. He was formerly BP’s General Manager of the Wytch Farm oil field in Dorset.
Carlos Fernandes
Finance Director
Carlos has been part of the Angus team since 2013 and has seen the Company’s transition
from private to public. Prior to his appointment as Finance Director, he was the Chief Financial
Officer of the group. He has over 18 years’ commercial experience working in the Mining and
Oil & Gas industry.
Krzysztof Zielicki
Interim Non-Executive Chairman
Krzysztof has over four decades of experience in the oil and gas industry. He has held senior
leadership positions in several Energy Majors, including BP, TNK/BP and Rosneft, where he
was Vice President for M&A and Strategy.
Antoine Vayner
Non-Executive Director
Antoine represents Kemexon Ltd, the company’s largest shareholder. He has considerable
experience in origination and execution of a variety of transactions in the energy space having
previously worked for St James’s Wealth Management, the Mirabaud Group, and IDCM
(Finance and M&A advisory) in London, before taking a position in strategy and business
development of the investment arm of Kemexon Ltd.
Directors’ Report
27
Directors’ Report
The Directors present their report together with the audited consolidated financial
statements of Angus Energy plc for the year ended 30 September 2024.
Results and Dividends
The Group recorded a loss of £4.301m, which included an impairment of £4.770m. EBITDA
for the period was £10.803m (2023: £17.002m). The Group recorded an Operating loss of
£2.697m and when adjusted for the derivative financial instrument profit, realised derivative
costs and finance costs during the period, resulted in an adjusted operating loss of £15.123m
(2023: loss of £19.156m). The derivative profit is based on future production and calculated
using forward gas prices as at 30 September 2024. The derivative will be realised to a profit
or loss when the payments under the derivative instruments become due (see note 22).
Directors
The Directors who were in office during the year and up to the date of signing the financial
statements, unless stated, were:
Executive Directors
Richard Herbert (Chief Executive Officer)
Carlos Fernandes (Finance Director)
Non-Executive Directors
Patrick Clanwilliam (resigned 22 March 2024)
Paul Forrest (resigned 30 April 2024)
Krzysztof Zielicki (appointed 22 March 2024)
Antoine Vayner (appointed 19 June 2024)
The Directors of the Company at the date of this report, and their biographical summaries,
are given on page 26.
The Directors’ remuneration is detailed in the Directors’ Remuneration Report on page 24 to
25. All Directors benefit from the provision of Directors’ and Officers’ indemnity insurance
policies. Premiums payable to third parties were £26,000 (2023– £23,000).
Research and development
As disclosed in Note 10 and 11, the Group incurred expenditure in the development of oil and
gas fields.
Share Capital
At the date of this report ordinary shares are issued and fully paid. Details of movement in
share capital during the year are given in note 15 to the financial statements.
Directors’ Report
28
Substantial Shareholders
As of the date of this report the Group had been notified of the following interests of 3% or
more in the Group’s ordinary share capital:
Percentage of
shareholding
Kemexon Ltd
22.19%
Forum Energy Limited
8.49%
Knowe Properties
5.46%
Aleph Commodities Ltd
4.80%
Atanas Djumaliev
4.15%
Share options
There were 57,500,000 Share Options issued and 50,999,803 surrendered during the
reporting period. See note 16 for further details.
Financial Instruments
The financial risk management objectives and policies of the Group in relation to the use of
financial instruments and the exposure of the Group and its subsidiary undertakings to its
main risks, credit risk and liquidity risk, are set out in note 23 to the financial statements.
Employees
The Group had an average 27 employees as of 30 September 2024 (2023: 28). Employees are
encouraged to directly participate in the business through an Enterprise Management
Incentive Scheme, which set out in note 16 to the financial statements. In accordance with
the Company’s Bonus arrangements, the Board has approved a performance-related bonus
scheme for all employees which will pay out if business targets in 2025 are achieved.
Going Concern
The Directors have assessed the Group’s working capital forecasts for a minimum of 12
months from the date of the approval of these financial statements. In undertaking this
assessment, the Directors have reviewed the underlying business risks, and the potential
implications these risks would have on the Group’s liquidity and its business model over the
assessment period. This assessment included a detailed cash flow analysis prepared by the
management, and they also considered several reasonably plausible downside scenarios. The
scenarios included potential delays to expected future revenues. In making their overall
assessment, the Directors took into account the advanced stage of the development of the
Saltfleetby gas field and the impact of any breaches in covenants under the Trafigura Debt
Facility and the derivative instrument if there were delays in gas production. As outlined in
note 22 the Group has committed to future cash flows as a result of the derivatives in place
which are due even if gas is delayed.
Forecast cashflows place reliance on there not being a suspension of gas production for an
unforeseen significant period. Current production levels are in excess of derivative
requirements. There are no present operational concerns and whilst there are mitigating
steps that could be taken, the contracted derivative will need to be settled at a fixed point in
Directors’ Report
29
time. In the event of any significant production delays or continued covenant breaches, this
would be subject to negotiation with Trafigura or further funding may be required.
Based on the current management plan, management considered that the working capital
from the expected revenue generation, along with the funds made available from the recently
announced Trafigura refinancing, are sufficient for the expenditure to date as well as the
planned forecast expenditure for the forthcoming twelve months from the date of the
approval of this financial statement. As a result of that review the Directors consider that it is
appropriate to adopt the going concern basis preparation, notwithstanding the material
uncertainty relating to the continued production of gas as outlined above. The Director has
assessed the company's ability to continue as a going concern and has reasonable expectation
that the company has adequate resources to continue operations for a period of at least 12
months from the date of approval of these financial statements.
These financial statements do not include any adjustment that would be required if the Group
or Company was not a going concern.
Events after the reporting period
Events after the reporting period have been disclosed in Note 27.
Disclosure of Information to the Auditor
In the case of each person who was a Director at the time this report was approved:
• so far as the Director was aware there was no relevant audit information of which the
Company’s auditor was unaware; and
• the Director has taken all steps that he ought to have taken as a Director to make himself
aware of any relevant audit information and to establish that the Company’s auditor was
aware of that information.
Auditor
A resolution to reappoint the auditor, Crowe U.K. LLP, will be proposed at the forthcoming
Annual General Meeting.
Approved by the Board of Directors and signed on behalf of the Board.
Richard Herbert
Chief Executive Officer
5 March 2025
Statement of Directors’ Responsibilities
30
Statement of Director’s Responsibilities
The Directors are responsible for preparing the Strategic Report, Directors’ Report and the
Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for
each financial year. The Directors are required by the AIM Rules of the London Stock Exchange
to prepare Group financial statements in accordance with UK adopted international
accounting standards; and have elected under the company law to prepare the Company
statements in accordance with UK accounting standards.
The financial statements are required by law and applicable accounting standards to present
fairly the financial position of the Group and the Company and the financial performance of
the Group. The Companies Act 2006 provides in relation to such financial statements that
references in the relevant part of that Act to financial statements giving a true and fair view
are references to their achieving a fair presentation.
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 the
Company and of the profit or loss of the Group for that period.
In preparing the Group and Company 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 applicable accounting standards have been followed, subject to any
material departures disclosed and explained in the financial statements;
• prepare the Strategic Report and Directors’ report which comply with the
requirements of the Companies Act 2006;
• prepare 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 Group’s and 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 Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Angus Energy PLC website www.angusenergy.co.uk.
Legislation in the United Kingdom governing the preparation and dissemination of financial
statement may differ from legislation in other jurisdictions.
Stakeholder Engagement
31
Stakeholder Engagement
As a public company operating in one of the most regulated industries Angus Energy
recognise that stakeholder engagement is a key foundation for the long-term success of the
Group. Stakeholders include not only our shareholders, lenders, and our partners, but also
our suppliers & customers, our workforce, governments & regulators, and the communities
in which we operate. The Company seeks out appropriate platforms to communicate to a
broad audience its current activities, strategic goals and broad view of the sector and other
related issues.
The section below, describes how the directors of the Company have regard for the matters
set out in Section 172(1) of the Companies Act 2006, these are:
• 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 section below forms the Board’s statement on such matters as required by the Act.
Further information regarding Angus’s assessment of environmental and community issues
associated with our operations, can be found in the Sustainability Review on pages 10 and 11
and pages 33 to 34. Review of the key decisions and issues discussed in Board meetings and
by various committees in 2024 is contained in the Corporate Governance Statement from
pages 15 to 21.
Shareholders and Lenders
Angus seeks to develop an investor base of long-term holders that are aligned with our
strategy. By clearly communicating our strategy and objectives, we maintain continued
support for what we do.
Important issues include:
• Sustainable financial and operational performance
• Continued revue of new opportunities which can leverage our cost discipline and
technical skills base
• Sustainable financial and operational performance
• Capital allocation
There is regular dialogue between both institutional and retail investors and lenders through
meetings, calls, conferences, presentations and through our Investor Questions on our
website.
Stakeholder Engagement
32
Highlights include:
• Investor conference calls
• Online interviews
• Closing of the £20m Senior Debt Facility with Trafigura
Partners
Sharing of risk is a fundamental component of our industry and by maintaining aligned and
collaborative relationships with our joint venture partners, we can ensure that maximum
value can be extracted from our operations in a safe and sustainable manner.
Important issues include:
• Operational performance & HSE
• Budget setting and work programs
Angus ensures that we maintain an open dialogue with all our partners in the Balcombe,
Lidsey and Brockham licences. We seek to ensure that all partners are aligned around
common objectives for the asset and maintain safe and efficient operations.
Highlights include:
• Support for the Company’s plans to carry out a work-over at Brockham to resume
production.
Customers & Suppliers
Through the years, Angus has development a good customer base. The supply chain is
managed by Angus on behalf of its partners. We have further developed strong relationships
with key corporate suppliers.
Important issues include:
• Contract management strategy
• Uninterrupted service for customers
• Enhance value
Engagement with suppliers usually takes place with the operator and we are closely involved
and help shape the strategy and timing.
Highlights include:
• Agreeing long term service contracts with suppliers for the maintenance of the
Salfteeby gas processing facilities
Stakeholder Engagement
33
Workforce
Our current and future success is underpinned by our ability to engage, motivate and adapt
our workforce. Creating the right environment for employees where their various strengths
are recognised and their contributions are valued, helps to ensure that we can deliver our
shared objectives.
Important issues include:
• Group strategy
• Diversity of thinking
• Corporate culture
During 2024, internal communications were upscaled, so employees were kept informed of
all the workstreams across the Company and helped to raise key issues with directors and
executives.
Highlights include:
• Production & strategy updates
• Weekly management calls
• All staff involvement in CSR initiatives
Government & Regulators
Maintaining respectful and collaborative relationships with our regulatory authorities is vital
to our ‘licence to operate’. We believe that the strength of these relationships will allow us
to make a sustainable and beneficial contribution to the regions in which we operate.
Important issues include:
• Renewal of Licences
• Identifying and securing new opportunities
• Providing views on upcoming legislation and factors that are important to the industry
• CSR commitments
Angus maintains an open dialogue with the NSTA, EA, HSE and local authorities in the areas it
operates. Angus is also a member of OGUK and IGEM.
Highlights include:
• Approval of submitted Field Development Plans by the NSTA
Communities & Environment
As a responsible NTSA approved and EA permitted UK operator, Angus Energy is committed
to utilising industry best practices and achieving the highest standards of environmental
management and safety. Angus Energy also seeks and maintains positive relationships with
its local communities.
Important issues include:
• Continuously assess and monitor environmental impact
Stakeholder Engagement
34
• Promote internally and across our industry best practices for environmental
management and safety
• Constant attention to maintaining our exemplary track record of safe oil and gas
production
• Open and honest dialogue
• Engagement with stakeholders at all stages of development
• Proactively address local concerns
• Actively minimise impact on our neighbours
Regular engagement with HSE and EA officers occurs through operational committee
meetings maintaining positive focus on health, safety and the environment.
Highlights include:
• Zero environmental or HSE incidents during operations in 2024
• Continued community engagement
Independent Auditor’s Report To The Members of Angus Energy Plc
35
Opinion
We have audited the financial statements of Angus Energy plc (the “Parent Company”) and its
subsidiaries (the “Group”) for the year ended 30 September 2024, which comprise:
•
the Consolidated statement of comprehensive income for the year ended 30 September 2024;
•
the Consolidated and Parent Company statements of financial position as at 30 September
2024;
•
the Consolidated and Parent Company statements of changes in equity for the year then
ended;
•
the Consolidated statement of cash flows for the year then ended; and
•
the notes to the financial statements, including a summary of accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is in accordance with UK 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United
Kingdom Generally Accepted Accounting Practice).
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent
Company's affairs as at 30 September 2024 and of the Group’s loss for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK
adopted international accounting standards;
•
the Parent Company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice; and
•
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material uncertainty related to going concern
We draw attention to note 3.3 in the financial statements, which identifies that the Group and Parent
Company are reliant on the ability to generate working capital from their producing assets in order to
meet their obligations under the Group’s derivative agreements. As stated in note 3.3, these events or
conditions, along with the other matters as set forth in note 3.3, indicate that a material uncertainty
exists that may cast significant doubt on the Group’s and Parent Company’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements. We have concluded that the 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’s and Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
Independent Auditor’s Report To The Members of Angus Energy Plc
36
•
Reviewing management’s detail cash flow analysis for the Group and parent company for a period
of more than 12 months from the date of approval of the financial statements.
•
Checking the numerical accuracy of management’s detail cash flow analysis
•
Challenging management on the assumptions underlying those detail cash flow analysis and
sensitised them to reduce anticipated net cash inflows from future trading activities.
•
Obtained the latest management results post year end 30 September 2024 to review how the
Group and parent company are trending toward achieving the forecast.
•
Performed sensitivity analysis on key inputs of the forecast by calculating the impact of various
scenarios and considering the impact on the group and parent Company’s ability to continue as
a going concern in the event that a downward scenario occurs.
•
Reviewed post year end production levels against budgeted amounts.
•
Assessing the completeness and accuracy of the matters described in the going concern
disclosure within the accounting policies as set out in Note 3.3.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered
material if it could reasonably be expected to change the economic decisions of a user of the financial
statements. We used the concept of materiality to both focus our testing and to evaluate the impact
of misstatements identified.
Based on our professional judgement, we determined overall materiality is £1,000,000 (2023:
£2,739,000) which is based on approximately 2.5% of Group net assets (2023: based on 2% of the
derivative’s fair value movement of £136.9m). In 2023, a Specific materiality for the Group financial
statements other than the derivative was determined to be £917,000 based on 3% of Group net assets
excluding the derivative balance. The parent company overall materiality is set at £500,000 based on a
percentage of total assets.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing
for the audit of the financial statements. Performance materiality is set based on the audit materiality
as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment. This is set at £700,000 (2023: £512,000)
for the group and £350,000 (2023: £55,000) for the parent company.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for
related party transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £50,000 (2023:
£46,000). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure
was required on qualitative grounds.
Overview of the scope of our audit
Our Group audit scope included full scope audits of the three Group companies which account for
100% of the Group’s net assets and loss before tax by the Group audit team.
Independent Auditor’s Report To The Members of Angus Energy Plc
37
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. These matters included
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. We set out below, together with the material uncertainty
related to going concern above, those matters we identified as key audit matters.
This is not a complete list of all risks identified by our audit.
Key audit matter
How the scope of our audit addressed the key audit
matter
Carrying
value
of
oil
&
gas
production assets (note 10)
At 30 September 2024, the carrying
value of oil & gas production assets
was £70.9 million (2023: £80.2
million).
Management performed a review for
indications of impairment to its
producing assets as of 30 September
2024
and
identified
impairment
indicators. They then assessed the
recoverable amount of the Saltfleetby,
Brockham
and
Lidsey
assets.
Impairment of £4.8m was recognised
for the Brockham asset (the Lidsey
asset having been fully impaired in the
prior year).
The directors’ consideration of the
impairment indicators requires them
to make certain estimates and
judgements.
These
matters
are
considered to make this a key audit
matter.
We evaluated management’s assessment of indicators
of impairment and recoverability assessment for the
Group’s oil & gas production assets. We have:
•
assessed the design and implementation of
controls over management’s assessment of
impairment.
•
tested price and discount rate assumptions by
comparing forecast oil and gas price assumptions
to the latest market evidence available. We
involved our Valuations specialists in challenging
the discount rate applied by management;
•
tested the expected production profiles by
comparing to recent production levels and to
those included in the Competent Person’s Reports.
•
tested the mathematical accuracy of the forecast
cash flows and the assumptions used within the
cash flow projection model.
•
assessed the quality of management’s previous
budgets and forecasts by comparing them to actual
performance.
•
Reviewed
the
disclosures
in
the
Financial
Statements, including the appropriateness of key
judgements and sensitivities regarding asset
carrying values and impairment; and
•
We considered the adequacy of the disclosure to
the financial statements.
Independent Auditor’s Report To The Members of Angus Energy Plc
38
Carrying value of exploration and
evaluation (E&E) assets (note 11)
At 30 September 2024, the
carrying value of exploration and
evaluation
assets
was
£5.5
million (2023: £5.6 million).
The
assets
relate
to
the
Balcombe site, which is still in the
exploration and evaluation phase
as
technical
and
economic
feasibility
have
yet
to
be
established.
At each reporting date, the
directors are required to assess
whether there are any indicators
of
impairment,
that
would
require
an
impairment
assessment to be carried out. The
directors concluded there were
no indicators of impairment.
The directors’ consideration of
the impairment indicators
requires them to make certain
judgements and may include
certain estimates. These matters
are considered to make this a
key audit matter.
We performed the following procedures as part of our
audit of management’s assessment of the carrying value
of exploration and evaluation assets:
•
We assessed the design and implementation of
controls over the impairment assessment process.
•
We obtained a copy of the Balcombe license and
performed procedures to confirm the Group’s control of
the license, and that it remains valid.
•
We made specific enquiries of the directors and key
staff involved in the exploration work, and assessed
planned works to support the Group continuing with
further exploration work
•
We considered other matters detailed within IFRS 6
that may give rise to an indication of impairment.
•
We reviewed the adequacy of disclosures in the
financial statements in relation to the impairment
consideration.
Carrying
value
of
derivative
financial instrument (note 4 and
note 22)
At 30 September 2024, the
carrying value of the gas swap
derivative financial instrument
was £10.9 million (2023: £21.7
million), recorded in liabilities.
The valuation of this instrument is
subjective and variations in this
value would have a material
impact on the income statement
and the statement of financial
position.
We performed the following procedures as part of our
audit of management’s assessment of the carrying value
of the derivative financial instrument:
•
We obtained copies of the contracts between
the Group and the provider of the Gas Swap
arrangements.
•
We obtained the Independent pricing curve data
(I.C.I.S Heren) as at 30 September 2024.
•
We recalculated management’s assessment of
the valuation of the derivative as at 30
September 2024 benchmarked to the I.C.I.S
Heren curve.
•
We compared the valuation per accounting
records to the year-end valuation provided by
the issuer of the instrument.
Independent Auditor’s Report To The Members of Angus Energy Plc
39
•
We discussed the process of valuation with
management to establish whether there had
been any changes in methodology from the prior
year.
Carrying value of parent company
investment in subsidiaries (note 5 to
parent company accounts)
At 30 September 2024, the parent
company
has
investment
in
its
subsidiaries of £47.2m (2023: £56.5m).
Management are required to consider
indications of impairment to the
investments. Where indicators of
impairment
are
identified,
an
impairment assessment should be
performed,
which
requires
management to make a number of
judgements and estimates.
Management identified indications of
impairment as of 30 September 2024.
Management then performed an
impairment assessment, the results of
which did not identify any impairment
in relation to the investment in
subsidiaries.
We performed audit procedures including the following
in relation to management’s assessment:
• The key considerations included the recoverable
amount of the oil and gas assets, together with the other
assets and liabilities held, and the market capitalisation
of the parent company.
• In assessing whether impairment was required, our
work was substantially the same as described in the
impairment consideration for oil and gas assets above, as
the recoverability of the investment values is closely
linked to these assets.
Independent Auditor’s Report To The Members of Angus Energy Plc
40
Our audit procedures in relation to these matters were designed in the context of our audit opinion
as a whole. They were not designed to enable us to express an opinion on these matters individually
and we express no such opinion.
Other information
The directors are responsible for the other information contained within the annual report. 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
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.
Opinion on other matter prescribed by the Companies Act 2006
•
In our opinion based on the work undertaken in the course of our 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 directors’ report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit, we have not identified material misstatements in
the strategic report or the directors’ report.
We have nothing to report in respect of the following matters where 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 the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 30, 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.
Independent Auditor’s Report To The Members of Angus Energy Plc
41
In preparing the financial statements, the directors are responsible for assessing the
group’s and 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.
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 however the primary responsibility for the prevention
and detection of fraud lies with management and those charged with governance of the Company.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the
Company and the procedures in place for ensuring compliance. Based on our understanding of the
Company and industry, discussions with those charged with governance we identified financial
reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures
in the Financial Statements. Our work included direct enquiry of those charged with governance,
reviewing Board and relevant committee minutes and inspection of correspondence.
As part of our audit planning process, we assessed the different areas of the Financial Statements,
including disclosures, for the risk of material misstatement. This included considering the risk of fraud
where direct enquiries were made of those charged with governance concerning both whether they
had any knowledge of actual or suspected fraud and their assessment of the susceptibility of fraud.
We considered the risk was greater in areas involving significant estimate or judgement. Based on
this assessment we designed audit procedures to focus on key areas of estimate or judgement, this
included specific testing of journal transactions, both at the year end and throughout the year.
We identified the significant laws and regulations of the UK to be those relating to the industry
including, Oil & Gas Regulations, the financial reporting framework, tax legislation and the AIM listing
rules. The Company is subject to laws and regulations where the consequence of non-compliance
could have a material impact on the amount or disclosures in the financial statements, through the
imposition of fines or litigations. These laws and regulations include those relating to health and
safety, licensing and the environment.
Our audit procedures included:
•
enquiry of directors about the Company’s policies, procedures and related controls regarding
compliance with laws and regulations and if there are any known instances of non-compliance
including fraud discussions with directors to consider any known or suspected instances of non-
compliance with laws and regulations identified by them
•
We obtained an understanding of the legal and regulatory frameworks that are applicable to
the Group and the procedures in place for ensuring compliance. The most significant
Independent Auditor’s Report To The Members of Angus Energy Plc
42
identified were the Companies Act 2006 and the terms of the Group’s licence. Our work
included direct enquiry of the Company Secretary who oversees all legal proceedings,
reviewing Board and relevant committee minutes and inspection of correspondence. We
tested the appropriateness of journal entries recorded in the general ledger and other
adjustments made in the preparation of the Financial Statements
• We used data analytic techniques to identify any unusual transactions or unexpected
relationships, including considering the risk of undisclosed related party transactions; and
• Reviewing accounting estimates for biases and financial statement disclosures and agreeing
to surround information.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material
misstatements of the financial statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in the case of misstatement
resulting from fraud because fraud may involve sophisticated and carefully organised schemes
designed to conceal it, including deliberate failure to record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. 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.
Leo Malkin
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London EC4M 7JW
Date: 5 March 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 SEPTEMBER 2024
43
2024
2023
Note
£’000
£’000
Revenue
5
21,802
28,208
Cost of sales
(7,334)
(6,923)
Depletion cost
(8,732)
(8,491)
Gross profit
5,736
12,794
Administrative expenses
(3,253)
(2,906)
Impairment charge
10
(4,770)
(3,717)
Share based payment
16
(410)
(1,377)
Operating (loss)/profit
(2,697)
4,794
Derivative financial instrument profit
22
10,822
136,966
Realised Derivative cost
22
(8,322)
(19,963)
Finance cost
7
(4,104)
(3,987)
(Loss)/profit before taxation
(4,301)
117,810
Taxation
9
-
-
(Loss)/profit for the year
(4,301)
117,810
Total comprehensive loss for the year
(4,301)
117,810
(Loss)/profit for the year attributable to:
Owners of the parent company
(4,301)
117,810
Total comprehensive profit attributable to:
Owners of the parent company
(4,301)
117,810
(4,301)
117,810
(Loss)/earnings per share ((LPS)/EPS) attributable to owners of the
parent:
18
Basic (LPS)/EPS (in pence)
(0.10)
3.48
Diluted (LPS)/EPS (in pence)
(0.10)
2.91
The notes on page 47 to 74 form part of these financial statements
All amounts are derived from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
44
2024
2023
Note
£’000
£’000
ASSETS
Non-current assets
Property, plant and equipment
6
17
Exploration and evaluation assets
11
5,456
5,628
Oil & gas production assets
10
70,951
80,248
Lease assets
5
25
Total non-current assets
76,418
85,918
Current assets
Trade and other receivables
14
3,374
2,976
AFS financial investments
13
5
11
Lease assets
1
1
Cash and cash equivalents
2,163
2,172
Total current assets
5,543
5,160
TOTAL ASSETS
81,961
91,078
EQUITY
Equity attributable to owners of the parent:
Share capital
15
8,844
7,254
Share premium
15
48,412
45,500
Merger reserve
17
(200)
(200)
Accumulated loss
(18,368)
(15,295)
TOTAL EQUITY
38,688
37,259
Current liabilities
Trade and other payables
19
8,315
10,270
Loans payable - current
21
3,380
13,829
Derivatives liability
22
10,702
12,827
Total current liabilities
22,397
36,926
Non-current Liabilities
Provisions
20
5,698
4,970
Trade and other payables
19
-
23
Loan payable – non-current
21
14,988
3,013
Derivatives liability
22
190
8,887
Total non-current liabilities
20,876
16,893
TOTAL LIABILITIES
43,273
53,819
TOTAL EQUITY AND LIABILITIES
81,961
91,078
The notes on page 47 to 74 form part of these financial statements
The financial statements were approved by the Board of Directors and authorised for issue on 5 March 2025 and were
signed on its behalf by:
Richard Herbert – Director
Company number: 09616076
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 SEPTEMBER 2024
45
Share
capital
Share
premium
Merger
reserve
Loan Note
reserves
Accumulated
loss
Total
equity
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 30 September 2022
5,529
38,708
(200)
106
(138,599)
(94,456)
Profit for the year
-
-
-
-
117,810
117,810
Total comprehensive income for
the year
-
-
-
-
117,810
117,810
Transaction with owners
Issue of shares
1,725
10,297
-
(106)
-
11,916
Less: issuance costs
-
(3,477)
-
-
-
(3,477)
Grant of share options
-
-
-
-
1,377
1,377
Grant of Warrant as fund raise and
finance costs
-
(28)
-
-
4,117
4,089
Balance at 30 September 2023
7,254
45,500
(200)
-
(15,295)
37,259
Loss for the year
-
-
-
-
(4,301)
(4,301)
Total comprehensive income for
the year
-
-
-
-
(4,301)
(4,301)
Transaction with owners
Issue of shares
1,590
2,919
-
-
-
4,509
Less: issuance costs
-
(7)
-
-
-
(7)
Grant of share options
-
-
-
-
410
410
Grant of Warrant as finance costs
-
-
-
-
818
818
Balance at 30 September 2024
8,844
48,412
(200)
-
(18,368)
38,688
The notes on page 47 to 74 form part of these financial statements
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 30 SEPTEMBER 2024
46
Year ended 30
September
2024
Year ended 30
September
2023
£’000
£’000
Cash flow from operating activities
(Loss)/profit for the year before taxation
(4,301)
117,810
Adjustment for:
Derivative financial instrument profit
(10,822)
(136,966)
Share option charge
410
1,377
Grant of Warrants as finance costs
818
1,663
Interest payable
3,284
2,315
Depletion charge
8,732
8,491
Impairment of Oil & Gas Production asset
4,770
3,717
Lease amortization charges
-
55
Write-off Inventory
-
3
Write off of property, plant and equipment
5
-
Write off of Exploration and Evaluation assets
192
-
Depreciation on Right-of-use assets
20
-
Lease interest expense
2
-
Investment revaluation
6
9
Depreciation of owned assets
6
10
Cash generated from/(used in) operating activities before
changes in working capital
3,122
(1,516)
Change in trade and other receivables
(398)
1,131
Change in other payables and accruals
402
1,629
Cash used in operating activities before tax
3,126
1,244
Income tax paid
-
-
Net cash flow generated from operations
3,126
1,244
Cash flow from investing activities
Payment of deferred consideration
(2,357)
(490)
Acquisition of exploration and evaluation assets
(18)
(52)
Acquisition of oil and gas production assets
(3,479)
(11,067)
Net cash flow used in investing activities
(5,854)
(11,609)
Cash flow from financing activities
Repayment of loan facility
(8,872)
(4,337)
Drawdown of loans, net of transaction costs
14,885
9,000
Transaction cost on loan issue
(548)
-
Lease principal repayment
(22)
(47)
Interest paid on lease liability
(2)
-
Proceeds from the issuance of shares
-
8,518
Interest paid
(2,722)
(1,344)
Net cash flow generated from financing activities
2,719
11,790
Net (decrease)/increase in cash & cash equivalents
(9)
1,425
Cash and cash equivalent at beginning of year
2,172
747
Cash and cash equivalent at end of year
2,163
2,172
The notes on page 47 to 74 form part of these financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
47
1.
General information
Angus Energy Plc (the “Company”) is incorporated and domiciled in the United Kingdom. The address of the
registered office is Building 3 Chiswick Park, 566 Chiswick High Road, London, W4 5YA.
The principal activity of the Company is that of investment holding. The principal activity of the Group is that
of oil and gas extraction for distribution to third parties. The principal activities of the various operating
subsidiaries are disclosed in note 12.
2.
Presentation of financial statements
The financial statements have been presented in Pounds Sterling (£) as this is the currency of the primary
economic environment that the group operates in. The amount is rounded to the nearest thousand (£’000),
unless otherwise stated.
3.
Accounting policies
The material accounting policies applied in the preparation of these financial statements are set out below.
3.1
Basis of preparation
These financial statements have been prepared in accordance with UK adopted international accounting
standards and with the requirements of the Companies Act 2006. The financial statements have been
prepared on the historical cost basis except for certain assets and liabilities which are stated at their fair
value.
3.2
New standards, amendments to and interpretations to published standards not yet effect
The Directors have considered those standards and interpretations, which have not been applied in the
financial statements but are relevant to the Group’s operations, that are in issue but not yet effective and do
not consider that they will have a material impact on the future results of the Group.
3.3
Going concern
The Group recorded a loss of £4.301m, which included an impairment of £4.770m. EBITDA for the period was
£10.803m (2023: £17.002m). The group recorded a derivative profit of £10.822m in relation to the fair value
movement of the derivative instrument which is based on future production and calculated using forward
gas prices as at 30 September 2024. The derivative will be realised to a profit or loss when the payments
under the derivative instruments become due (see note 22).
The Group meets its day to day working capital requirements through existing cash reserves. At 30 September
2024, the Group had £2.163 million of available cash. During the year, the Group raised capital to cover
outstanding liabilities of £4.405 million as a result of placing of new ordinary shares. On 27 February 2024,
the Company announced that the terms had been agreed with a subsidiary of Trafigura Group PTE Ltd
("Trafigura ") for a refinancing of its existing debt. The Company signed definitive loan documentation and
drew down the full £20m available under the facility (see note 21 for further details), with the funds used to
pay down existing debt, stabilise the Company's creditor position and provide the short and medium-term
capex needs to advance key programmes at Saltfleetby and Brockham Fields.
The Directors continue to take the prudent decisions to preserve working capital. The Directors have assessed
the Group’s working capital forecasts for a minimum of 12 months from the date of the approval of these
financial statements. In undertaking this assessment, the Directors have reviewed the underlying business
risks, and the potential implications these risks would have on the Group’s liquidity and its business model
over the assessment period. This assessment included a detailed cash flow analysis prepared by the
management, and they also considered several reasonably plausible downside scenarios. The scenarios
included potential delays to expected future revenues. In making their overall assessment, the Directors took
into account the performance of the Saltfleetby gas field, the introduction of a third compressor (booster
compressor) to increase production in the short term and extend field life. The Directors also assessed the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
48
impact of any breaches under the Trafigura Debt Facility and the derivative instrument if there were delays
in gas production. As outlined in note 22 the Group has committed to future cash flows as a result of the
derivatives in place which are due even if gas is delayed.
Forecast cashflows place reliance on there not being a suspension of gas production for an unforeseen
significant period. Current production levels are in excess of derivative requirements and there are no
present operational concerns. Contracted derivatives will need to be settled at fixed points in time. In the
event of any significant production delays or ongoing breaches under the Trafigura Facility, this would be
subject to negotiation with Trafigura or further funding may be required.
Based on the Company’s current plan, management considered that the working capital from available cash
and the expected revenue generation are sufficient for the expenditure to date as well as the planned
forecast expenditure for the forthcoming twelve months from the date of the approval of this financial
statement. As a result of that review the Directors consider that it is appropriate to adopt the going concern
basis of preparation, notwithstanding the material uncertainty relating to the continued production of gas as
outlined above. The Directors have assessed the company's ability to continue as a going concern and have
reasonable expectation that the Company has adequate resources to continue operations for a period of at
least 12 months from the date of approval of these financial statements.
These financial statements do not include any adjustment that would be required if the Group or Company
was not a going concern.
3.4
Basis of consolidation
The consolidated financial statements comprise the financial information of the Company and its subsidiaries
(the “Group”) made up to the end of the reporting period. Control is achieved when the Group is exposed,
or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee.
The consolidated financial statements present the results of the Company and its subsidiaries and joint
arrangements as if they formed a single entity. Inter-company transactions and balances between group
companies are therefore eliminated in full. The financial information of subsidiaries is included in the Group’s
financial statements from the date that control commences until the date that control ceases.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the parent of the Group. When necessary, adjustments are made to the financial information of
subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intragroup
assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of
the Group are eliminated in full, on consolidation.
3.5
Oil and natural gas exploration and evaluation (E&E) expenditure
Oil and natural gas exploration and evaluation expenditure are accounted for by using the successful efforts
method of accounting.
(a)
Licence and property acquisition costs
Licence and property leasehold acquisition costs are capitalised within intangible fixed assets and amortised
on a straight-line basis over the estimated period of exploration. Upon determination of economically
recoverable reserves, amortisation the remaining costs are aggregated with exploration expenditure and held
on a field-by-field basis as proved properties awaiting determination within intangible fixed assets. When
development is sanctioned, the relevant expenditure is transferred to tangible production assets.
(b)
Exploration expenditure
Geological and geophysical exploration costs are charged against income as incurred. Costs directly
associated with an exploration well are capitalised as an intangible asset until drilling of the well is complete
and the results have been evaluated. If hydrocarbons are not found, the exploration expenditure is written
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
49
off as a dry hole. If hydrocarbons are found, and subject to further appraisal activity, are likely to be capable
of commercial development, the costs continue to be carried as an asset. All such carried costs are subject to
regular technical and commercial management review to confirm the continued intent to develop or
otherwise extract value from the discovery. When this is no longer the case, the costs are written off. When
proven and probable reserves of oil and gas are determined and development is sanctioned, the relevant
expenditure is transferred to tangible production assets.
(c)
Development expenditure
Expenditure on the construction, installation and completion of infrastructure facilities such as platforms,
pipelines and the drilling of development wells, including unsuccessful development or delineation wells, is
capitalised within tangible production assets.
(d)
Maintenance expenditure
Expenditure on major maintenance, refits or repairs is capitalised where it enhances the performance of an
asset above its originally assessed standard of performance; replaces an asset or part of an asset which was
separately depreciated, and which is then written off; or restores the economic benefits of an asset which
has been fully depreciated. All other maintenance expenditure is charged to income as incurred.
Treatment of E&E assets at conclusion of appraisal activities
Intangible E&E assets related to each exploration licence/prospect are carried forward, until the existence
(or otherwise) of commercial reserves has been determined. If commercial reserves have been discovered,
the related E&E assets are assessed for impairment on a cost pool basis as set out below, and any
impairment loss of the relevant E&E assets is then reclassified as development and production assets.
3.6 Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when
the Group becomes a party to the contractual provisions of the instrument.
Loan and receivables
Loans and receivables are recognised initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective
interest method, less any impairment losses.
Trade receivables are recognised initially at the transaction price and subsequently measured at amortised
cost, less any impairment losses.
Trade and other payables
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently
measured at amortised cost, where applicable, using the effective interest method, with interest expense
recognised on an effective yield basis.
Borrowing cost
Borrowing costs that are directly attributable to the acquisition, development, or production of a qualifying
asset, that necessarily takes substantial time to prepare, are capitalised as part of the cost the respective
asset. It consists of interest and other costs in connection with the borrowing of the funds. Capitalisation
commences when activities to prepare the asset are in progress or in future re-development activities and
ceases when all activities necessary to prepare the asset are completed. Other borrowing costs are
recognised in the statement of profit and loss and other comprehensive income in the period in which they
are incurred.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
50
Derivative financial instrument
The group uses derivative financial instruments to hedge its commodity price risk, such as commodity swap
contracts. The Group has elected not to apply hedge accounting on this derivative. Derivative financial
instruments are recognised at fair value on the date on which the contract is entered into and subsequently
measured at fair value. Derivatives are carried as a financial asset when the fair value is greater than its initial
measurement and financial liabilities when fair value is negative. Any gains or losses arising from the changes
in fair value of the derivatives are recognised in the statement of Comprehensive Income as a profit or loss
for the year.
As at 30 September 2024, the Group’s derivative liability amounted to £10.892 million as a result of the
hedging agreement entered into with Trafigura Group PTE Ltd under a Swap Contract (see Note 22)
In determining the fair values of the financial asset and liabilities, instruments are analysed into Level 1 to 3
as follows:
Level 1:
Fair value measurements derive from quoted prices (unadjusted) in active market for identical
assets or liabilities.
Level 2:
Fair value measurement derives from inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly or indirectly.
Level 3:
Fair value measurements derive from valuation techniques that include inputs for the asset or
liability that are not based on observable market data.
The carrying value of the financial instrument approximates their fair value and was valued using Level 2 fair
value hierarchy valuation.
3.7
Impairment of assets
(a)
Financial assets
Impairment provisions for current receivables are recognised based on the simplified approach within IFRS
9. During this process the probability of the non-payment of the trade receivables is assessed. This probability
is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected
credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are
recorded in a separate provision account with the loss being recognised within administration costs in the
consolidated statement of comprehensive income. On confirmation that the trade receivable will not be
collectable, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are recognised based
on a forward looking expected credit loss model. The methodology used to determine the amount of the
provision is based on whether there has been a significant increase in credit risk since initial recognition of
the financial asset. For those for which credit risk has increased significantly, lifetime expected credit losses
are recognised, unless further information becomes available contrary to the increased credit risk. For those
that are determined to be permanently credit impaired, lifetime expected credit losses are recognised.
(b)
Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication exists,
then the asset’s recoverable amount is estimated. For assets that have indefinite lives, the recoverable
amount is estimated at each reporting date.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and
risk specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest
group of assets that generates cash inflows from continuing use that are largely independent of the cash
inflows of other assets or groups of assets (the “cash generating unit”).
An impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds its
estimated recoverable amount. Impairment losses are recognised in the profit or loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
51
3.8 Oil and gas production assets
Expenditures related to the construction, installation or completion of infrastructure facilities, such as
platforms and pipelines, and the drilling of development wells, including delineation wells, are capitalised
within oil and gas production assets. The initial cost of an asset comprises its purchase price or construction
cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the
abandonment cost for qualifying assets, and borrowing costs (see note 3.13 on decommissioning).
Oil and gas production assets are depreciated using a unit of production method. The cost of producing wells
is amortised over total proved and undeveloped oil and gas reserves of the field concerned, except in the
case of assets whose useful life is shorter than the lifetime of the field, in which case the straight-line method
is applied. Rights and concessions are depleted on the unit-of-production basis over the total proved
developed and undeveloped reserves of the relevant area. The unit-of-production rate calculation for the
depreciation of field development costs takes into account expenditures incurred to date, together with
sanctioned future development expenditure.
The consideration receivable on disposal of an item of property, plant and equipment or an intangible asset
is recognised initially at its fair value by the Group. However, if payment for the item is deferred, the
consideration received is recognised initially at the cash price equivalent. The difference between the
nominal amount of the consideration and the cash price equivalent is recognised as interest revenue. Any
part of the consideration that is receivable in the form of cash is treated as a financial asset and is accounted
for at amortised cost.
3.9 Contingent liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will only be
confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within
the control of the Group. It can also be a present obligation arising from past events that is not recognised
because it is not probable that outflow of economic resources will be required, or the amount of obligation
cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the accounts. When a change in the
probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision. A
contingent asset is a possible asset that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the
Group.
The Company and its subsidiaries are, from time-to-time, parties to legal proceedings and claims which arise
in the ordinary course of business. The Directors do not anticipate that the outcome of these proceedings
and claims will have a material adverse effect on the Group’s financial position or on the results of its
operations.
3.10
Cash and Cash Equivalent
Cash in the statement of financial position is cash held on call with banks.
3.11
Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported
in the comprehensive income statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s
liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively
enacted in countries where the Group and its subsidiaries operate by the end of the financial period.
Deferred income taxes are calculated using the balance sheet method. Deferred tax is generally provided on
the temporary 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
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
52
liability unless the related transaction is a business combination or affects tax or accounting profit or at the
time of the transaction, it does not give rise to equal taxable and deductible temporary differences. 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. In addition, 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 differences 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 it is recognised, 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 Consolidated
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.
3.12 Foreign currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling
at the reporting date. Transactions in foreign currencies are translated into sterling at the rate of exchange
ruling at the date of the transaction. Exchange differences are recognised in profit or loss.
3.13
Decommissioning
Provision for decommissioning is recognised in full on the installation of oil and gas production facilities. The
amount recognised is the present value of the estimated future expenditure determined in accordance with
local conditions and requirements. A corresponding tangible fixed asset of an amount equivalent to the
provision is also created. This is subsequently depreciated as part of the capital costs of the production and
transportation facilities. Any change in the present value of the estimated expenditure is reflected in an
adjustment to the provision and fixed assets.
3.14
Revenue
As described in note 5, the Group’s revenue is driven by the sale of natural gas, condensate and crude oil, the
goods are sold on their own in separate identified contracts with customers. The gas sales agreement has a
fixed discount to the ICIS Heren NBP price, the oil offtake agreement has a fixed discount to the Brent forward
curve while the condensate offtake agreement has a fixed discount to the Naphtha forward curve. Delivery
point of the sale is the point at which the natural gas passes from the Company’s pipeline to the national grid
or when crude oil passes from the delivery tanker to the customers specified storage terminal, which
represents the point at which the Group fulfils its single performance obligation to its customer under
contracts for the sale of natural gas or crude oil. Revenue from the production of oil and gas, in which the
Group has an interest with other producers is recognised proportionately based on the Group’s working
interest and the terms of the relevant production sharing contracts.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the applicable
effective interest rate.
3.15
Share-based payments
The Group has applied IFRS 2 Share-based Payment for all grants of equity instruments.
The Group issues equity-settled share-based payments to its employees. Equity-settled share-based
payments are measured at fair value at the date of grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on
the Group’s estimate of the shares that will eventually vest.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
53
Fair value is measured using the Black Scholes model. The expected life used in the model has been adjusted,
based on management’s best estimate. The inputs to the model include: the share price at the date of grant,
exercise price expected volatility, risk free rate of interest.
4.
Critical accounting estimates and sources of estimation uncertainty
In applying the accounting policies, the directors may at times require to make critical accounting judgements
and estimates about the carrying amount of assets and liabilities. These estimates and assumptions, when
made, are based on historical experience and other factors that the directors consider are relevant.
The key estimates and assumptions concerning the future and other key sources of estimation uncertainty
at the end of the financial year, that have significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are reviewed are as stated below.
Key accounting judgements
(a)
Impairment of non-current asset
The Group’s non-current assets represent its most significant assets, comprising oil and gas production assets,
exploration and evaluation (E&E) assets on its onshore sites.
Management is required to assess exploration and evaluation (E&E) assets for indicators of impairment and
has considered the economic value of individual E&E assets. The carrying amount of the E&E assets are
subject to a separate review for indicators of impairment, by reference to the impairment indicators set out
in IFRS 6, which is inherently judgmental.
Processing operations are large, scarce assets requiring significant technical and financial resources to
operate. Their value may be sensitive to a range of characteristics unique to each asset and key sources of
estimation uncertainty include proved reserve estimates, future cash flow expected to arise from the cash-
generating unit and a suitable discount rate.
In performing impairment reviews, the Group assesses the recoverable amount of its operating assets
principally with reference to the Group’s independent competent person’s report, estimates of future oil and
gas prices, operating costs, capital expenditure necessary to extract those reserves and the discount rate to
be applied to such revenues and costs for the purpose of deriving a recoverable value.
As detailed in notes 10 and 11, the carrying amount of the Group’s E&E assets and oil and gas production
assets at 30 September 2024 were approximately £70.951 (2023: £80.248 million) and £5.456 million (2023:
£5.628 million) respectively.
The methods, key assumptions, sensitivity and possible outcomes in relation to the calculation of the
estimates are detailed in note 10.
(b) Going concern
Forecast cashflows place reliance on there not being a suspension of gas production for an unforeseen
significant period. Current production levels are in excess of derivative requirements. There are no present
operational concerns and whilst there are mitigating steps that could be taken, the contracted derivative will
need to be settled at a fixed point in time. In the event of any significant delay this would be subject to further
negotiation with the derivative holder or further funding may be required.
As disclosed in note 3.3, the directors consider the Group and the Company to be a going concern while the
Group will continue to operate under the management’s plan and the Group expects to be able to continue
to meet all finance obligations as they fall due for at least next twelve months from the date of approval
these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
54
Key accounting estimates
(a) Decommissioning costs
Decommissioning costs will be incurred by the Group at the end of the operating life of some of the Group’s
facilities and properties. The Group assesses its decommissioning provision at each reporting date. The
ultimate decommissioning costs are uncertain, and cost estimates can vary in response to many factors,
including changes to relevant legal requirements, the emergence of new restoration techniques or
experience at other production sites. The expected timing, extent and amount of expenditure may also
change — for example, in response to changes in reserves or changes in laws and regulations or their
interpretation. Therefore, significant estimates and assumptions are made in determining the provision for
decommissioning. As a result, there could be significant adjustments to the provisions established which
would affect future financial results.
External valuers may be used to assist with the assessment of future decommissioning costs. The involvement
of external valuers is determined on a case-by-case basis, taking into account factors such as the expected
gross cost and timing of abandonment, and is approved by the directors. Selection criteria include market
knowledge, reputation, independence and whether professional standards are maintained.
As detailed in note 20, the provision at the reporting date represents management’s best estimate of the
present value of the future decommissioning costs required.
(b) Valuation of derivative liability
On 01 June 2021, Angus Energy Weald Basin no. 3 Limited (AWB3) entered into a derivative agreement with
Mercuria Energy Trading SA (METS) under a Swap contract as part of the condition of the Loan Facility (see
note 21). The derivative instrument was used to mitigate price risk on the expected future cash flow from the
production of Saltfleetby Gas Field. Under the Swap contract, AWB3 will pay METS the floating price while
METS will pay AWB3 the fixed price on the sale of gas from the field.
After the refinancing with Trafigura, the existing Mercuria hedges were novated and restructured with
Trafigura, incurring a credit charge of 6 pence per therm.
The carrying value of the financial instrument approximates their fair value and was valued using Level 2 fair
value hierarchy valuation. The fair value has been determined with reference to commodity yield curves, as
adjusted for liquidity and trading volumes as at the reporting date supplied by the Group’s hedging partner,
Trafigura. Management also assessed the valuation of these swaps using publicly available forward pricing
curves.
5.
Revenue and segment information
Currently, the Group’s principal revenue is derived from the sale of natural gas and oil. All revenue arose from
continuing operations within the United Kingdom. Therefore, management considers no detail of operating
and geographical segments information is to be reported. Nonetheless, the Group’s revenue can be classified
into the following streams:
2024
2023
£’000
£’000
Sale of oil
1,721
1,372
Sale of natural gas
20,081
26,836
21,802
28,208
All the non-current assets of the Group are located in the United Kingdom. All revenue arising from the sale
of natural gas is derived from sales to Trafigura and represents over 92% of the Company’s revenue.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
55
6.
Operating profit
Operating profit is stated after charging:
2024
2023
£’000
£’000
Depreciation of owned assets
6
10
Employee benefit expense
2,177
1,620
Auditor’s remuneration
Fees payable to the company’s auditor in respect to the audit of the
Parent Company and consolidated financial statements
73
70
73
70
Adjusted operating loss
The adjusted operating loss has been arrived at after crediting:
2024
2023
£’000
£’000
(Loss)/profit after tax
(4,301)
117,810
Derivative financial instrument profit
(10,822)
(136,966)
Adjusted loss after tax
(15,123)
(19,156)
7.
Finance cost
2024
2023
£’000
£’000
Loss on revaluation of AFS investment
6
9
Other finance costs
1,376
1,766
Loan interest expense
2,722
2,212
4,104
3,987
8.
Employee benefit expense
2024
2023
£’000
£’000
Wages and salaries excluding directors
salary
1,895
1,426
Social security costs excluding directors
NI
282
194
2,177
1,620
In addition to the above, directors remuneration from the group totalled £609,000 which comprised
£574,000 salaries and £35,000 termination payment (2023: £1,188,000 salaries).
Key management are considered to be the directors. Details of each director’s emoluments are in the
directors’ remuneration report.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
56
2024
2023
Number
Number
The average number of employees during the year was:
Director
4
5
Management
12
9
Operators
11
14
27
28
9.
Taxation on ordinary activities
No liability to corporation tax arose for the years ended 30 September 2024 and 2023, as a result of
underlying losses brought forward.
Reconciliation of effective tax rate
2024
2023
£’000
£’000
(Loss) / Gain before tax
(4,301)
117,810
UK Ring Fenced Corporation Tax rate of 40% (2023:
40%)
(1,720)
47,124
Expenses not deductible for tax purposes
6,803
5,438
Unrecognised deferred tax
(5,083)
(52,562)
-
-
The Group has incurred indefinitely available tax losses of £166.4m (2023: £179.1m), which includes tax loss
incurred on the acquisition of Saltfleetby Energy Limited, to carry forward against future taxable income of
the subsidiaries in which the losses arose and they cannot be used to offset taxable profits elsewhere in the
Group.
10.
Oil and gas production assets
Total
£’000
Cost or valuation
At 1 October 2022
82,288
Additions
11,067
Increase abandonment provision
597
At 30 September 2023
93,952
Additions
3,479
Increase abandonment provision
726
At 30 September 2024
98,157
Depreciation and impairment
At 1 October 2022
1,496
Impairment of asset
3,717
Charge for the year
8,491
At 30 September 2023
13,704
Impairment of asset
4,770
Charge for the year
8,732
At 30 September 2024
27,206
Net book value
At 30 September 2023
80,248
At 30 September 2024
70,951
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
57
As at 30 September 2024, the Group retained a 100% interest in the Saltfleetby Gas Field, an 80% interest in
the Lidsey Oil Field, an 80% interest in the Brockham Oil Field and is still the operator of all the fields.
In assessing whether an impairment is required, the carrying value of the asset or cash generating unit
(“CGU”) is compared with its recoverable amount. The recoverable amount is determined from value in use
calculations based on cash flow projections from revenue and expenditure forecasts covering the economic
life of the field. Assumptions involved in impairment measurement include estimates of commercial reserves
and production volumes, future crude oil and gas prices, discount rates and the level and timing of
expenditures, all of which are inherently uncertain. The key assumptions used are as follow:
2024
2023
Discount rate (post-tax)
10%
11%
Natural gas price (per Therm)
£0.86
£1.13
Crude oil price (per barrels)
$83
$34
The growth rate is assumed to be zero and the level of production is constant on the basis the production
plant is assumed to be at the most efficient capacity over the period of extraction.
Commercial reserves are proven and probable (“2P”) oil and gas reserves, calculated on an entitlement basis.
Estimates of commercial reserves underpin the calculation of depletion and amortisation on a Unit of
Production (“UOP”) basis. Estimates of commercial reserves include estimates of the amount of oil and gas
in place, assumptions about reservoir performance over the life of the field and assumptions about
commercial factors which, in turn, will be affected by the future oil and gas price.
Annual estimates of oil and gas reserves are generated internally by the Group with external input from
operator profiles and/or a Competent Person. These are reported annually to the Board. The self-certified
estimated future production profiles are used in the life of the fields which in turn are used as a basis in the
value-in-use calculation.
The discount rate is based on the specific circumstances of the Group and its operating segment, with
appropriate adjustments made to reflect the risks specific to the CGU and to determine the pre-tax rate. In
considering the discount rates applying to the CGU, the directors have considered the relative sizes, risks and
the inter-dependencies of its CGU. An increase of 6% to the discount rate used for the Saltfleetby Gas Field
would lead to an increased impairment to the carrying value of the CGU and an increase of 4% to the discount
rate used for the Brockham Oil Field would lead to an increased impairment of £100,000 to the carrying value
of the CGU.
In performing the impairment review, management assessed the economic value of individual production
assets. Following the analysis in which management considered the lower than expected production rates of
BRX4Z following the workover performed in May 2024, an impairment charge of £4.770m was recorded for
Brockham Oil Field.
Furthermore, a sensitivity analysis has been carried out for Saltfleetby gas field and Brockham oil field and
the results of the analysis can be summarised as follows:
•
The estimated natural gas price would need to fall by circa 10 percentage points lower than the basis
assumption before an impairment of the Saltfleetby gas field would need to be considered.
•
The estimated brent crude price would need to fall by circa 4 percentage points lower than the base
assumption for Brockham before an increased impairment of £100,000 to the respective oil field
would need to be considered.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
58
11.
Exploration and evaluation assets
Total
£’000
Cost or valuation
At 1 October 2022
5,572
Additions
52
Increase abandonment provision
4
At 1 October 2023
5,628
Additions
18
Increase abandonment provision
2
Disposal
(192)
At 30 September 2024
5,456
In performing impairment review, the Group assessed the economic value of individual exploration and
evaluation (E&E) assets and had considered no indication of impairment to these E&E assets. In respect of
Balcombe, the Directors have considered the likelihood of a successful appeal. Should the appeal be
unsuccessful the management will consider further legal options and assess whether an impairment is
necessary. See Strategic Review on page 6.
12.
Subsidiaries
The details of the subsidiaries are as follows:
* indirect wholly owned by Angus Energy Weald Basin No.2 Limited (AEWB2).
The registered office address of the respective entity as follow:
Name of subsidiary/ place of incorporation
Principal activity
Angus Energy Holdings UK Limited
Investment holding company
Angus Energy Weald Basin No.1 Limited
Investment holding company
Angus Energy Weald Basin No.2 Limited
Investment holding company
Angus Energy Weald Basin No.3 Limited*
Oil extraction for distribution to third parties
Angus Energy North America Limited
Dormant company
Saltfleetby Energy Limited
Natural Gas Extraction
Registered address
Name of subsidiary
Building 3 Chiswick Park, 566 Chiswick High
Road, London, W4 5YA.
Angus Energy Weald Basin No.2 Limited
Angus Energy North America Limited
Saltfleetby Energy Limited
5 South Charlotte Street, Edinburgh, Scotland,
EH2 4AN
Angus Energy Holdings UK Limited
Angus Energy Weald Basin No.1 Limited
Angus Energy Weald Basin No.3 Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
59
13.
Available for sale financial investments
2024
2023
£’000
£’000
At 1 October
11
20
Loss on revaluation for the year
(6)
(9)
At 30 September
5
11
Financial investments are shares held in Alba Mineral Resources Plc (Alba) consisting of 12,407,910 shares.
The changes in the value of these investments have been determined directly by reference to the published
price quoted on AIM at the reporting date.
14.
Trade and other receivables
2024
2023
£’000
£’000
Current
Accrued sales income
1,801
2,121
Amounts due from customers/farmees
285
195
Rent deposit
150
130
VAT recoverable
610
196
Other receivables
528
334
TOTAL
3,374
2,976
The carrying amount of trade and other receivables approximates to their fair value.
2024
2023
£’000
£’000
Trade and other receivables
3,374
3,080
Less: Impairment allowance
-
(104)
3,374
2,976
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
60
15.
Share capital and Share Premium
Allotted, called up and fully paid:
Issue price
In pence
Number of
shares
Ordinary share
capital Share premium
Ordinary share of £0.002 each
£’000
£’000
At 30 September 2022
2,764,264,264
5,529
38,708
Issue of shares 14 October 2022
1.0989
127,400,127
255
1,145
Issue of shares 28 October 2022
1.0989
10,193,759
20
92
Issue of shares 2 November 2022
1.0989
36,599,864
73
329
Issue of shares 21 November 2022
1.35
156,000
0.5
2
Issue of shares 21 November 2022
1.5
156,000
0.5
2
Issue of shares 8 December 2022
1.2
250,000
0.5
3
Issue of shares 8 December 2022
1.35
125,000
0.25
1
Issue of shares 8 December 2022
1.5
125,000
0.25
1
Issue of shares 19 December 2022
1.65
341,219,000
682
4,940
Issue of shares 20 January 2023
1.65
89,781,000
180
1,302
Issue of shares 20 January 2023
1.65
60,606,061
122
879
Issue of shares 25 January 2023
1.2
806,452
2
8
Issue of shares 25 January 2023
1.35
403,226
0.5
5
Issue of shares 25 January 2023
1.5
403,226
0.5
5
Issue of shares 5 February 2023
1.2
1,612,903
3
16
Issue of shares 4 April 2023
1
145,293,100
290
1,162
Issue of shares 6 April 2023
1.3638
10,998,719
22
128
Issue of shares 21 July 2023
0.9534
31,466,331
63
237
Issue of shares 20 September 2023
1
5,000,000
10
40
Less: Issuance of costs
-
-
(3,505)
At 30 September 2023
3,626,860,032
7,254
45,500
Issue of shares 6 November 2023
0.66
516,033,308
1,032
2,374
Issue of shares 7 March 2024
0.4
25,000,000
50
50
Issue of shares 27 March 2024
0.4
226,513,000
453
453
Issue of shares 15 May 2024
0.3544
27,448,470
55
42
Less: Issuance of costs
-
-
(7)
At 30 September 2024
4,421,854,810
8,844
48,412
On 6 November 2023, the company issued 516,033,308 ordinary shares at 0.66 pence per share. They were
issued in relation to the Kemexon £3m Bridge Loan facility conversion.
On 7 March 2024, the company issued 25,000,000 ordinary shares at 0.4 pence per share. They were fee
shares issued in relation to Trafigura Loan Facility.
On 27 March 2024, the company issued 226,513,000 ordinary shares at 0.4 pence per share. They were fee
shares issued in relation to Trafigura Loan Facility.
On 15 May 2024, the company issued 27,448,470 shares at 0.3544 pence per share. They were issued in
relation to the agreed ORRI settlement.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
61
16.
Share-based payments
In 2016, the Group implemented an Enterprise Management Incentive Scheme followed by a NED and
Consultant Share Option Scheme (The Scheme).
At 30 September 2024, the following share options and warrants were outstanding in respect of the Ordinary
shares:
Exercise
price
Outstanding as
at 01 Oct 2023
Granted
during
the
year
No. of options
forfeited
during the
year
Exercised
during the year
Outstanding
as at
30 September
2024
Final expiry dates
£0.06
15,775,991
-
(2,149,803)
-
13,626,188
13 Nov 2026
£0.09
1,050,000
-
-
-
1,050,000
13 Nov 2026
£0.08
9,400,000
-
(1,000,000)
-
8,400,000
24 Aug 2028
£0.02
20,300,000
-
(3,100,000)
-
17,200,000
15 Jul 2029
£0.015
24,500,000
-
(5,750,000)
-
18,750,000
31 Mar 2031
£0.02
156,500,000
-
(39,000,000)
-
117,500,000
9 October 2026
£0.018
70,000,000
-
-
-
70,000,000
16 April 2033
£0.0067
-
25,000,000
-
-
25,000,000
19 Dec 2034
£0.0067
-
30,000,000
-
-
30,000,000
29 August 2034
£0.0067
-
2,500,000
-
-
2,500,000
29 August 2034
£0.0165
341,633,886
-
-
-
341,633,886
20 June 2026
£0.0165
150,000,000
-
-
-
150,000,000
24 March 2026
£0.015
-
300,000,000
-
-
300,000,000
25 July 2026
Warrant
491,633,886
300,000,000
-
-
791,633,886
Share
options
297,525,991
57,500,000
(50,999,803)
-
304,026,188
The weighted average exercise price of share options and warrants was £0.01717 at 30 September 2024
(2023: £0.0195). The weighted average remaining contractual life of options and warrants outstanding at the
end of the year was 5 years (2023:3 years). The weighted average fair value of share option was £0.0067
(2023: £0.0128) each on the grant date. The vesting criteria for the share options are subject to share price
growth reaching the target level.
These fair values were calculated using the Black Scholes warrant pricing model. The inputs into the model
were as follows:
The Group recognised a share-based payment charge of approximately £0.410m (2023: £1.377m) relating to
the options issued in the period. The Group recognised finance costs of £0.817m (2023: £1,663) relating to
the warrants issued as part of the loan arrangement during the period.
No options were exercised in both reporting year 2023 and 2024. There were 50,999,803 share options
cancelled during 2024. There were no Warrants exercised during 2024. There remain 33,426,188 options and
791,633,886 warrants exercisable as at 30 September 2024.
Options
Options
Warrants
Stock price
0.25p
0.48p
0.48p
Exercise price
0.67p
0.67p
0.66p
Risk-free rate
4.75%
4.75%
4.75%
Volatility
99.35%
99.35%
99.35%
Time to maturity
10 years
10 years
3 years
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
62
17.
Reserves
2024
2023
£’000
£’000
Merger reserve
(200)
(200)
Merger reserve
The merger reserve arose on the acquisition of Angus Energy Holdings Limited by the Company.
18.
(Loss)/Earnings per share ((LPS)/EPS)
Basic LPS/EPS amounts are calculated by dividing the profit or loss for the year attributable to equity holders
of the Group by the weighted average number of ordinary shares outstanding during the period.
Diluted LPS/EPS amounts are calculated by dividing the profit or loss for the year attributable to equity
holders of the Group by the weighted average number of ordinary shares outstanding during the period plus
the weighted average number of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares.
The earnings per share information based upon the 4,421,854,810 (2023: 3,626,860,032) ordinary shares are
as follows:
2024
2023
£’000
£’000
Net (loss)/profit attributable to equity holders of the
parent company
(4,301)
117,810
Weighted average number of basic ordinary shares
4,232,601,890
3,385,813,578
Basic (LPS)/EPS (in pence)
(0.10)
3.48
2024
2023
£’000
£’000
Net (loss)/profit attributable to equity holders of the
parent company
(4,301)
117,810
Weighted average number of diluted ordinary
shares
4,232,601,890
4,046,981,983
Diluted (LPS)/EPS (in pence)
(0.10)
2.91
At 30 September 2024 the outstanding options and warrants has an antidilutive effect on the weighted
average number of diluted ordinary shares.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
63
19.
Trade and other payables
2024
2023
Due within one year
£’000
£’000
Trade payables
3,637
4,249
Deferred consideration on Saltfleetby
Energy Limited acquisition
2,887
5,244
Lease liability
18
17
Accruals
857
176
Interest payable – loan
231
315
Other payables
241
269
ORRI
444
-
8,315
10,270
Due after more than one year
2024
2023
£’000
£’000
Lease liabilities
-
23
-
23
The carrying amount of trade and other payables approximates to their fair value.
On 24 May 2022, the Company executed a share purchase agreement to acquire the entire issued share
capital of Saltfleetby Energy Limited from Forum Energy Services Limited, giving the Company 100%
ownership of the Saltfleetby Gas Field. The total effective consideration payable pursuant to the SPA is the
sum of £14,052,000 of which up to £6,250,000 is deferred consideration. After the Trafigura refinancing in
February 2024, the deferred consideration had been reduced to £2.88 million. Forum agreed to restructure
the remaining payments with a new profile of £400,000 in June 2024 and £300,000 in each calendar quarter
end thereafter until June 2025 when the balance of £1.59 million will become payable, together with
interest on the balance, payable in shares, charged at 8% over SONIA. Forum can (in the event that the
Company does not pay in cash) elect to receive payment either in cash or new ordinary shares issued at a
15% discount to the 30-Day Volume Weighted Average Price. As at the approval date of the Financial
Statements, the balance is £2.88 million.
20.
Provisions for other liabilities and charges
2024
2023
£’000
£’000
Abandonment costs
Balance b/fwd
4,970
4,369
Increased provision for Saltfleetby
436
288
Increased provision Brockham
80
128
Increased provision for Lidsey
210
176
Increase provision Balcombe
2
9
Balance c/fwd
5,698
4,970
The Group makes full provision for the future costs of decommissioning oil and gas production facilities,
pipelines and the installation of those facilities. The above provision was calculated over the economic life of
the field and is dependent on when the producing oil and gas properties are expected to cease operations.
This is entirely dependent on economic factors which include commodity pricing, the performance and the
reserves of the Asset.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
64
These provisions have been created based on the Group’s internal estimates and expectations of the
decommissioning costs likely to incur in the future. For the period under review, the directors have assessed
that the discount rate and inflation rate to be applied to the current cost of decommissioning to be similar.
On this basis, the current cost is considered to be similar to the discounted net present value.
21.
Loan Payable
£12m Loan Facility
On 17 May 2021, the Group signed a Loan Facility, conditional on the setting of the hedge (see Note 22) and
regulatory approval of the royalty from the NSTA, between Angus Energy and Saltfleetby Energy Limited and
Mercuria Energy Trading Limited and Aleph Saltfleetby Limited as the co-Lender. The term of the Loan Facility
provides for a four-year amortisation loan facility of up to £12 million with a 12% margin over LIBOR, a 3%
commitment fee payable out of the facility, a share granted of 30 million shares in Angus, issued over the life
of the facility and an override of 8% of gross revenue following the repayment of the facility.
The £12 million facility was required for the re-development of the Saltfleetby Gas Field and the drilling of
the side-track well in line with the Field Development Plan and the Plans for the acceleration of production
through the fast-tracking of the side-track well. The full amount of the facility together with arising interest
was fully repaid through Trafigura Loan facility on 27 February 2024.
2024
2023
Repayment date schedule are as follows:
£’000
£’000
Current
30 September 2024
-
4,200
Non-Current
30 September 2025
-
3,013
Total Facility Loan
-
£7,213
£3m Bridge Loan
On 28 March 2023, the Company entered into a £3m junior debt facility (the "Bridge Facility"). The Bridge
Facility had an initial term of three months, extendable with the payment of a 3% roll fee for a further three
months. The Bridge Facility was priced at SONIA + 15% and committed the Company to issue 150 million
warrants, struck at 1.65p/share. The Bridge Facility was then rolled according to its terms by a further three
months with a final maturity date of 28 September 2023.
£3m Bridge Loan
2024
2023
£’000
£’000
Principle
-
3,000
Interest and fees
-
406
-
3,406
On 30 October 2023, and previously announced on 28 September 23, Kemexon Ltd agreed to convert its £3m
Junior Bridge Facility, together with interest and fees, into equity in the Company at a price of 0.66 pence per
share. Accordingly, on 6 November 2023, the Company issued 516,033,308 ordinary shares at 0.66 pence per
share.
£6m Bridge Loan
On 21 July 2023, the Company entered into a £6m junior debt facility (the "2nd Bridge Facility") with Aleph
Finance Limited ("AFL"), an associate of the Company's Substantial Shareholder Aleph Commodities Limited
("ACL"). The 2nd Bridge Facility had an initial term of three months, extendable, at the option of the Company,
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
65
for a further 3-month period. Thereafter any roll is with mutual agreement. A roll fee of 3% applies. Interest
on the Bridge Facility, which is payable quarterly, is capitalised on each 3-month period and added to loan
balance. There is no exit fee. A 3% penalty fee applies should the Bridge Facility be repaid earlier than its
stated maturity.
The 2nd Bridge Facility was priced at SONIA (Sterling Overnight Index Average) + 15%. The Company issued
300 million 3 year warrants to ACL (or associates or parties nominated by ACL) at a strike of 0.67p per share.
The warrant strike price will adjust to the price of any equity issued during the term of the Bridge Facility if
such equity issuance is at a price which is lower than the Warrant strike price.
The Bridge Facility was then rolled according to its terms by a further three months and then again by one
month with a final maturity date of 19 February 2024. The loan was repaid in full on 22 February 2024 out of
the proceeds of the £20m refinancing.
£6m Bridge Loan
2024
2023
£’000
£’000
Principal
-
6,000
Interest and fees
-
223
-
6,223
£20m Trafigura Loan
On 22 February 2024, the Company announced that terms had been agreed with a subsidiary of Trafigura
Group PTE Ltd ("Trafigura") for a refinancing of its existing debt. The Company signed definitive loan
documentation which allows it to draw down in full on the £20 million loan facility (the "Facility") with
Trafigura. The existing senior debt of £4.56 million was transferred to Trafigura and the proceeds of the
Facility was applied to repay the bridge facility of £6 million, and £1.75 million of Forum Energy's deferred
consideration from the sale of Saltfleetby Energy Limited's 49% interest in the Saltfleetby Field to Angus in
2022. The balance of funds from the Facility has been used to pay legacy creditors and invest in wells and
equipment to increase gas production from Saltfleetby and restart oil production from Brockham Field in
Southern England. The existing security package encompassing first fixed and floating charges over all the
Group's leases, licences and equipment has been novated to Trafigura as has the Gas Sales Agreement with
Shell Trading Europe Limited. The existing hedge contract was novated to Trafigura and replaced with a gas
offtake agreement with embedded price protection. The Group incurred transaction costs of £1.85m, which
have been capitalisied against the loan proceeds and will be amortised over the life of the loan facility.
£0.548m of the cost was paid in cash, 0.550m was offset against the loan proceeds drawn down, and 0.750m
was settled by the issue of shares. At 30 September 2024, the remaining unamortised amount was £1.632m.
£20m Trafigura Loan
2024
2023
£’000
£’000
Principal
20,000
-
20,000
-
LOAN PAYABLES SUMMARY:
2024
2023
£’000
£’000
CURRENT
£12m Loan Facility
-
4,200
£3m Bridge Loan
-
3,406
£6m Bridge Loan
-
6,223
£20m Trafigura Loan
3,380
-
3,380
13,829
NON-CURRENT
£12m Loan Facility
-
3,013
£20m Trafigura Loan
14,988
-
14,988
3,013
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
66
22. Derivative Liability
On 01 June 2021, Angus Energy Weald Basin no. 3 Limited (AWB3) entered into a derivative agreement with
Mercuria Energy Trading SA (METS) under a Swap contract as part of the condition of the Loan Facility (see
Note 21). The derivative instrument was used to mitigate price risk on the expected future cash flow from
the production of Saltfleetby Gas Field. Under the Swap contract, AWB3 will pay METS the floating price while
METS will pay AWB3 the fixed price on the sale of gas from the field.
Due to the delay in the production of the Saltfleetby field, which pushed first gas production to 30 August
2022, the hedge profile had been revised. The Company's hedge counterparty agreed to allow the Company
to crystallise (i.e. unwind) 50% of its forward hedge liability from Q3 2024 to the end of the hedge profile in
June 2025. Settlement for each unwind is deferred until the periods in question and no interest is charged.
After the refinancing with Trafigura, the existing Mercuria hedges were novated and restructured with
Trafigura, incurring a credit charge of 6 pence per therm. The Trafigura Facility requires a rolling gas price
protection policy to be put in place which stipulates a minimum price protected amount equal to 45% of gas
produced for the 12 months immediately ahead, and 33% for the following 6 months and 0% thereafter.
The Company also struck 7.3 million therms of new hedges to price protect the Mercuria hedges crystallised
in July 2023. The Company has received further flexibility under its financing facility with Trafigura to manage
these commitments ahead of the installation of the booster compressor and the expiry of the legacy hedges
by deferring the settlement date up to 11 months at its discretion. Any deferral will bear interest at SONIA
plus 10%. The resulting revised hedge profile as at 30 September 2024 as shown below:
Mercuria hedges restructured with Trafigura as at 30 September 2024:
Period of Gas Production
Quantity in Therms
Fixed price in
pence per
Therm
1-Oct-24
31-Mar-25
7,500,000
39.00
1-Apr-25
30-Jun-25
3,750,000
29.25
11,250,000
Hedges struck under the Trafigura Facility as at 30 September 2024:
Period of Gas Production
Quantity in Therms
Fixed price in
pence per
Therm
1-Jul-25
31-Jul-25
1,085,000
86.05
1-Aug-25
31-Aug-25
1,085,000
86.05
1-Sep-25
30-Sep-25
1,050,000
86.05
1-Oct-25
31-Oct-25
1,085,000
90.26
1-Nov-25
30-Nov-25
1,050,000
90.26
1-Dec-25
31-Dec-25
1,085,000
90.26
6,440,000
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
67
During the period, the Company realised a derivative cost of £8.322m.
As of the reporting date, the expected cash flow on the sale of natural gas amounted to £13.689m resulting
in a loss of £10.892m of which the Group has now recorded a 100% share of its new working interest due to
the acquisition of Saltfleetby Energy Limited. The resulting loss on the Swap contract was a result of the steep
rise in the prices of natural gas, affecting the Group as the floating price payer as of the reporting date.
The Group has recognised the gross liability at 100%, due to the acquisition of Saltfleetby Energy Limited (SEL)
with a working interest of 49% plus the Group’s working interest of 51% prior to acquiring SEL.
Specific valuation technique used to value the financial instruments includes fair value measurement derived
from inputs other than quoted prices included within Level 1 of fair value hierarchy valuation, that are
observable for the instrument either directly or indirectly (see accounting policy for Derivatives Instrument).
The carrying value of the financial instrument approximates their fair value and was valued using Level 2 fair
value hierarchy valuation. The fair value has been determined with reference to commodity yield curves, as
adjusted for liquidity and trading volumes as at the reporting date supplied by the Group’s derivative partner,
Mercuria Energy Trading. Management has carried out its own valuation of the hedge using the same
method. Future dated market prices have been taken from the Heren Report dated 30 September 2024. This
has resulted in a liability of £10,873m and represents a 0.18% variance to Trafigura’s calculation.
Management considered that the value provided by Trafigura best represented the fair value of these
arrangements as the forward pricing curves did not take into account other market conditions. This is a key
estimate and has been disclosed in note 4.
The nature of these arrangements in the present environment is such that material fluctuations in the value
of the derivatives are occurring on a daily basis. Wholesale gas prices have increased substantially since
entering into the contracts, but remain highly volatile, and as a result, the loss on these contracts has also
increased significantly.
Crystalised hedges at fixed price as at 30 September 2024:
Period of Gas Production
Quantity in Therms
Fixed price in
pence per
Therm
1-Sep-24
30-Sep-24
600,000
66.60
1-Oct-24
31-Oct-24
620,000
70.75
1-Nov-24
30-Nov-24
600,000
70.75
1-Dec-24
31-Dec-24
620,000
70.75
1-Jan-25
31-Jan-25
620,000
64.10
1-Feb-25
28-Feb-25
560,000
64.10
1-Mar-25
31-Mar-25
620,000
64.10
1-Apr-25
30-Apr-25
600,000
43.60
1-May-25
31-May-25
620,000
43.60
1-Jun-25
30-Jun-25
600,000
43.60
6,060,000
Cash
Flow
of
Derivative
Instruments
30 Sep
2025
30 Sep
2026
Total
£’000
£’000
£’000
Net Liability on Swap Contract
(10,702)
(190)
(10,892)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
68
The loss on these contracts at 30 September 2024 represents the forecast spot-price value of the gas to be
extracted against the value fixed to be provided to the Group. Under projected gas production volumes,
these arrangements will fix the amount payable to the group for the contracted volumes, with any excess
volume being able to be sold at the available spot price.
In the event that the Group does not meet its production timetable, the swaps will crystallise as a liability at
the dates at the proposed periods of gas production in the swap agreements.
23. Financial instruments
The Group’s principal financial instruments comprise cash and cash equivalents, trade and other receivables,
derivative instruments and trade and other payable. The Group’s accounting policies and method adopted,
including the criteria for recognition, the basis on which income and expenses are recognised in respect of
each class of financial assets, financial liability and equity instrument are set out in Note 3. The Group do not
use financial instruments for speculative purposes.
The principal financial instruments used by the Group, from which financial instrument risk arises, are as
follows:
Financial
Asset at
amortised
cost
Financial
Liabilities at
amortised
cost
Financial
Liabilities at
fair value
through profit
and loss
TOTAL
30 September 2024
£’000
£’000
£’000
£’000
Asset
Trade and other receivables
3,374
-
-
3,374
Cash and cash equivalents
2,163
-
-
2,163
Total financial assets
5,537
-
-
5,537
Liabilities
Trade and other payable
-
5,410
-
5,410
Deferred consideration on acquisition
of Saltfleetby Energy Limited
-
2,887
-
2,887
Lease liabilities
-
18
-
18
Debt financing
-
18,368
-
18,368
Derivative liability
-
-
10,892
10,892
Total financial liabilities
-
26,683
10,892
37,575
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
69
Financial
Asset at
amortised
cost
Financial
Liabilities at
amortised
cost
Financial
Liabilities at
fair value
through profit
and loss
TOTAL
30 September 2023
£’000
£’000
£’000
£’000
Asset
Trade and other receivables
2,976
-
-
2,976
Cash and cash equivalents
2,172
-
-
2,172
Total financial assets
5,148
-
-
5,148
Liabilities
Trade and other payable
-
5,010
-
5,010
Deferred consideration on
acquisition of Saltfleetby Energy
Limited
-
5,244
-
5,244
Lease liabilities
-
40
-
40
Debt Financing
-
16,841
-
16,841
Derivative Liability
-
-
21,714
21,714
Total financial liabilities
-
27,135
21,714
48,849
Capital management
The Group manages its capital to ensure that it will be able to continue as a going concern while attempting
to maximise the return to stakeholders through the optimisation of the debt and equity balance. The capital
structure of the group consists of issued capital (see note 15) and external loans (see note 21).
Credit risk
Credit risk is the risk that a counter-party will cause a financial loss to the Group by failing to discharge its
obligations to the Group. The Group manages its exposure to this risk by applying limits to the amount of
credit exposure to any one counterparty and employs strict minimum credit worthiness criteria as to the
choice of counterparty. The maximum exposure to credit risk for receivables and other financial assets is
represented by their carrying amount.
Fair values
Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables
and other current liabilities approximate their carrying amounts largely due to the short-term maturities of
these instruments.
Interest rate risk
The Group and company’s policy is to fund its operations through the use of retained earnings and equity.
The Group exposure to changes in interest rates relates primarily to cash at bank, loan facility and amount
owed by related parties. Cash is held either on current or short term deposits at a floating rate of interest
determined by the relevant bank’s prevailing base rate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
70
Interest rate sensitivity
The following table demonstrates the sensitivity to reasonably possible changes in the interest add-on rate
for the £20 million loan with the principal interest rate held constant at 8% (see note 21). The add-on-interest
rate is linked to SONIA (Sterling Over Night Indexed Average) and based on the September 2024 average of
5.133% it had an immaterial impact of £103,000.
Increase / (decrease)
Increase/decrease in add-on Interest rate
30 September
2024
2023
£
£
+ 10%
103
-
- 10%
(103)
-
Foreign currency exchange risks
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of the changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange
rates relates primarily to the Group’s operating activities (when revenue or expense is denominated in a
foreign currency).
The Group does not hedge its foreign currencies. Transactions with customers regarding oil sales are
denominated in US Dollars. The Group has bank accounts in US Dollars to mitigate against the exchange risks,
which is very minimal to its value. At 30 September 2024, the GBP cash balance denominated in USD was
£113,621 (2023; £323).
Liquidity risks
The principal risk to the Group is liquidity, which arises from the Group’s management of working capital. It
is a risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. This aspect
is kept under review by the directors and in this respect, management carries out rolling 12-month cash flow
projections on a monthly basis as well as information regarding cash balances. It is the Group’s policy as
regards liquidity to ensure sufficient cash resources are maintained to meet short-term liabilities.
The maturity profile of the Group’s financial liabilities at the reporting dates based on contractual
undiscounted payments are summarised below:
2024
2023
£’000
£’000
Trade and other payable
Within one month
2,508
3.564
Within two to three months
2,459
1,463
Within four to twelve months
3,330
5,243
8,297
10,270
2024
2023
£’000
£’000
Lease liabilities
Within one month
-
-
Within two to three months
-
-
Within four to six months
18
23
Within six to twelve months
-
-
More than twelve months
-
17
18
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
71
2024
2023
£’000
£’000
Loan liabilities
Within one month
-
9,629
Within two to three months
-
1,050
Within four to six months
2,552
1,050
Within six to twelve months
3,680
2,100
More than twelve months
19,945
3,013
26,177
16,842
*The table included estimate on interest for the loan duration
2024
2023
£’000
£’000
Derivative liabilities
Within one month
1,518
874
Within two to three months
2,347
1,903
Within four to six months
3,468
3,493
Within six to twelve months
3,369
6,557
More than twelve months
190
8,887
10,892
21,714
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
72
Commodity price risk
The Group is exposed to the risk of fluctuations in prevailing market commodity prices of oil and gas products
it produces. The table below summarised the impact on profit before tax for changes in commodity prices
Commodity price sensitivity
The analysis is based on the assumption that the crude oil, condensate oil and natural gas prices move 10%
resulting in a change of US$7.89/bbl for crude oil, US$63.18/ton for condensate oil and GBP 0.07/Therm for
natural gas sales for 2024, with all other variables held constant. Reasonably possible movements in
commodity prices were determined based on a review of the average spot prices at each reporting periods.
Increase/decrease in crude oil prices
Increase / (decrease) in profit
before tax for the year ended
30 September
2024
2023
£’000
£’000
16
-
Average spot price increased by 10%
Average spot price decreased by 10%
(16)
-
Increase/decrease in condensate oil prices
Increase / (decrease) in profit
before tax for the year ended
30 September
2024
2023
£’000
£’000
158
143
Average spot price increased by 10%
Average spot price decreased by 10%
(158)
(143)
Increase/decrease in gas prices
Increase / (decrease) in profit
before tax for the year ended
30 September
2024
2023
£’000
£’000
2,008
2,683
Average spot price increased by 10%
Average spot price decreased by 10%
(2,008)
(2,683)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
73
24.
Net debts reconciliation
The below table sets out an analysis of net debt and the movement in net debt for the years presented
25.
Commitments
At 30 September 2024, the Group had a contractual capital commitments of NIL (2023: NIL) in respect to the
Group’s Saltfleetby development activities.
26.
Related Party transactions
Amounts due at the year end to Forum Energy Services Limited are £2,887,000 (2023: £5,244,000) (see note
19). Forum Energy Services Limited is a related party by virtue of Paul Forrest joining the board and resigning
on 30 April 2024 which is within 12 months of publishing these accounts. Paul Forrest is also the sole
shareholder of Forum Energy Services Limited.
2024
2023
£’000
£’000
Cash and cash equivalent
2,163
2,172
Loan payable (note 21)
(18,368)
(7,213)
Bridge Loans (note 21)
-
(9,000)
Deferred consideration on Saltfleetby Energy
Limited acquisition
(2,887)
(5,244)
Net debt
(19,092)
(19,285)
Cash and
cash
equivalents
Convertible
loan note
Loans
Bridge
Loans
Deferred
consideration
on acquisition
of SEL
Total
£’000
£’000
£’000
£’000
£’000
£’000
Net debt as at 1 October 2022
747
(1,433)
(11,550)
-
(6,734)
(18,970)
Cash flow
(11,266)
-
-
-
-
(11,266)
Convertible Loan notes
-
1,433
-
-
-
1,433
Issue of new equity (net proceeds)
8,518
-
-
-
1,000
9,518
Bridge Loans
9,000
-
-
(9,000)
-
-
Deferred consideration payment
(490)
-
-
-
490
-
Facility Loan repayment
(4,337)
4,337
-
-
-
Net debt as at 30 September 2023
2,172
-
(7,213)
(9,000)
(5,244)
(19,285)
Net debt as at 1 October 2023
2,172
-
(7,213)
(9,000)
(5,244)
(19,285)
Cash flow
(3,117)
-
-
-
-
(3,117)
Loan settlement (equity )
-
-
-
3,000
-
3,000
Trafigura Loan
14,885
-
(14,885)
-
-
-
Deferred consideration
(2,357)
-
-
-
2,357
-
Facility Loan repayment
(8,872)
-
2,872
6,000
-
-
Transaction cost paid
(548)
-
548
-
-
-
Transaction cost off set the loan
proceeds
-
-
526
-
-
526
Amortisation of finance cost
-
-
(216)
-
-
(216)
Net debt as at 30 September 2024
2,163
-
(18,368)
-
(2,887)
(19,092)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
74
Aleph Commodities Limited (“ACL”) and its associates are Substantial Shareholders in the Company and
accordingly ACL and its associates, which includes Aleph Finance Limited, are related parties under the AIM
Rules. Therefore, both the first and second Bridge Facility (see note 21) and associated warrants and fees
were related party transactions under the AIM Rules.
Kemexon Ltd, the lender of the Bridge Loan (see note 21), is a Substantial Shareholder in the Company as
defined under the AIM Rules, and therefore the conversion of The Bridge Facility was a Related Party
Transaction under AIM Rule 13.
27.
Subsequent events
The Trafigura Facility requires a rolling gas price protection policy to be put in place which stipulates a
minimum protected amount equal to 45% of gas produced for the 12 months immediately ahead, and 33%
for the following 6 months and 0% thereafter. As such, on 25 February 2025, the following hedges were
struck.
Additional Hedges struck under the Trafigura Facility:
Period of Gas Production
Quantity in Therms
Fixed price in
pence per
Therm
1-Jan-26
31-Jan-26
620,000
123.08
1-Feb-26
28-Feb-26
560,000
121.33
1-Mar-26
31-Mar-26
620,000
115.35
1-Apr-26
30-Apr-26
600,000
101.53
1-May-26
31-May-26
620,000
97.27
1-Jun-26
30-Jun-26
600,000
95.82
1-Jul-26
31-Jul-26
465,000
95.20
1-Aug-26
31-Aug-26
465,000
95.85
1-Sep-26
30-Sep-26
450,000
96.50
1-Oct-26
31-Oct-26
465,000
92.28
1-Nov-26
30-Nov-26
450,000
98.16
1-Dec-26
31-Dec-26
465,000
100.07
6,380,000
COMPANY STATEMENT OF FINANCIAL POSITION
75
2024
2023
Note
£’000
£’000
ASSETS
Non-current assets
Investment
5
47,210
56,455
Total non-current assets
47,210
56,455
Current assets
Trade and other receivables
6
67
170
Cash and cash equivalents
97
395
Total current assets
164
565
TOTAL ASSETS
47,374
57,020
EQUITY
Equity attributable to owners of the parent:
Share capital
8
8,844
7,254
Share premium
8
48,412
45,500
Merger relief reserve
1,500
1,500
Loan note reserves
-
-
Accumulated loss
(16,459)
(14,200)
TOTAL EQUITY
42,297
40,054
Current liabilities
Trade and other payables
7
5,077
7,337
Bridge Loans
-
9,629
Total current liabilities
5,077
16,966
TOTAL LIABILITIES
5,077
16,966
TOTAL EQUITY AND LIABILITIES
47,374
57,020
The loss for the Company for the year ended 30 September 2024 was £3,487,000 (2023: £5,475,000)
The notes on page 77 to 79 form part of these financial statements
The financial statements were approved by the Board of Directors and authorised for issue on 5 March 2025 and were
signed on its behalf by:
Richard Herbert - Director
Company number: 09616076
COMPANY STATEMENT OF CHANGES IN EQUITY
76
Share
capital
Share
premium
Merger
relief
reserve
Loan
note
reserves
Accumulated
loss
Total
equity
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 October 2022
5,529
38,708
1,500
106
(14,719)
31,124
Loss for the year
-
-
-
(5,475)
(5,475)
Total comprehensive income for the year
-
-
-
(5,475)
(5,475)
Transaction with owners
Issue of shares
1,725
10,297
-
(106)
-
11,916
Less: issuance costs
-
(3,477)
-
-
-
(3,477)
Grant of share options
-
-
-
-
1,377
1,377
Grant of warrant as fund raise and finance
cost
-
(28)
-
-
4,617
4,589
Balance at 30 September 2023
7,254
45,500
1,500
-
(14,200)
40,054
Loss for the year
-
-
-
-
(3,487)
(3,487)
Total comprehensive income for the year
-
-
-
-
(3,487)
(3,487)
Transaction with owners
Issue of shares
1,590
2,919
-
-
-
4,509
Less: issuance costs
-
(7)
-
-
-
(7)
Grant of share options
-
-
-
-
410
410
Grant of Warrant as finance costs
-
-
-
-
818
818
Balance at 30 September 2024
8,844
48,412
1,500
-
(16,459)
42,297
Share capital comprises the ordinary issued share capital of the company.
Share premium comprises of the excess above the nominal value of the new ordinary shares issued during the period.
The merger relief reserve represents the difference between the cost of the investment in Angus Energy Holding UK
Limited (initially measured at fair value) and the nominal value of the shares transferred as consideration.
Retained earnings represent the aggregate retained earnings of the company.
The notes on page 77 to 79 form part of these financial statements.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
77
1.
General information
The company was incorporated in England and Wales on 1 June 2015 as a private limited company. Its
registered office is located at Building 3, Chiswick Park, 566 Chiswick High Street, London, W4, 5YA.
The financial information of the company is presented in British Pounds Sterling (“£”) and rounded into
thousand (£’000).
2.
Accounting policies
Basis of preparation
The financial statements have been prepared in accordance with the historical cost convention as modified
by the revaluation of certain fixed assets. The financial statements have been prepared in accordance with
FRS 102 – The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies
Act 2006. The principal accounting policies are described below. They have all been applied consistently
throughout the period.
Investment
Investments in subsidiaries are stated at cost less provision for impairment. Where merger relief is applicable,
the cost of the investment is recorded at the fair value on the date of the transaction. The difference between
the fair value of the investment and the nominal value of the shares (plus the fair value of any other
consideration given) is shown as a merger relief reserve and no share premium is recognised.
Cash and cash equivalents
Cash in the statement of financial position is cash held on call with banks.
Financial assets
The directors classify the company’s financial assets held at amortised cost less provisions for impairment.
The directors determine the classification of its financial assets at initial recognition.
Creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans,
are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised
cost using the effective interest method.
Taxation
Tax is recognised in the Statement of comprehensive income, except that a charge attributable to an item of
income and expense recognised as other comprehensive income or to an item recognised directly in equity
is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or
substantively enacted by the reporting date in the countries where the Company operates and generates
income.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
78
2.
Accounting policies (continued)
Taxation (continued)
Deferred tax balances are recognised in respect of all timing differences that have originated but not
reversed by the Statement of financial position date, except that:
•
The recognition of deferred tax assets is limited to the extent that it is probable that they will
be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
•
Any deferred tax balances are reversed if and when all conditions for retaining associated tax
allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of
business combinations, when deferred tax is recognised on the differences between the fair values of
assets acquired and the future tax deductions available for them and the differences between the fair
values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined
using tax rates and laws that have been enacted or substantively enacted by the reporting date.
3.
Loss for the financial period
The Company has taken advantage of section 408 of the Companies Act 2006 and, consequently, a
profit and loss account for the Company alone has not been presented. The Company's loss for the
financial period was approximately £3,487,000 (2023: £5,475,000).
4.
Staff costs
There is one employee and four directors employed by the company. The directors are regarded as the
key management and their remunerations are disclosed in note 8 to the consolidated financial
statements.
5.
Investment
Cost of
investment
Loan to group
undertakings
Total
£’000
£’000
£’000
At 1 October 2022
15,680
22,952
38,632
Movement of the intercompany loan for the year
-
17,823
17,823
At 30 September 2023
15,680
40,775
56,455
Movements of the intercompany loan for the year
-
(9,501)
(9,501)
Saltfleetby Energy Limited investment
256
-
256
At 30 September 2024
15,936
31,274
47,210
The details of the subsidiary are set out in note 12 to the consolidated financial statements.
The Company is required to assess the carrying value of each of its investments in subsidiaries and loans
to group undertakings for impairment. To a large extent the oil & gas production assets and exploration
and evaluation assets, which have been funded by loans from the Company, are represented by the
value of the operating segment cash generating units. Recoverability of these loans is therefore
dependent upon the operating segments producing sufficient cash surplus such that the segment
achieves a positive net asset position.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
79
6.
Trade and other receivables
2024
2023
£’000
£’000
Other receivables
67
170
67
170
7.
Trade and other payables
2024
2023
£’000
£’000
Trade payables
2,124
2,000
Deferred consideration on acquisition of
Saltfleetby Energy Limited
2,887
5,244
Other taxation
65
92
Other payables
1
1
5,077
7,337
The carrying amount of trade and other payables approximates to their fair value.
8.
Share capital
The movement of share capital and share premium are set out in note 15 to the consolidated financial
statements.
As at 30 September 2024 the total issued ordinary shares of the Company were 4,421,854,810 (2023:
3,626,860,032).
9.
Related Party transactions
See Note 26 of the Notes to the consolidated Financial Statements for further details of related party
transactions.
10.
Subsequent events
See Note 27 of the Notes to the consolidated Financial Statements for further details of subsequent
events.
Contact
Angus Energy Plc
www.angusenergy.co.uk
CEO:
Richard Herbert
T: 0208 899 6380
info@angusenergy.co.uk