1
Annual Report 2024-2025
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Officers and Advisors .....................................................................................................
Chairman's Statement ....................................................................................................
Strategic Report ..............................................................................................................
Corporate Governance Statement .................................................................................
Audit Committee Report ................................................................................................
Directors’ Remuneration Report ....................................................................................
Board of Directors ..........................................................................................................
Directors’ Report ............................................................................................................
Statements of Directors’ Responsibilities ....................................................................
Stakeholder Engagement ..............................................................................................
Independent Auditor’s Report .......................................................................................
Consolidated Statement of Comprehensive Income ..................................................
Consolidated Statement of Financial Position ............................................................
Consolidated Statement of Changes in Equity .............................................................
Consolidated Statement of Cash Flows ........................................................................
Notes to the Consolidated Financial Statements .........................................................
Company Statement of Financial Position ....................................................................
Company Statement of Changes in Equity ....................................................................
Notes to the Company Financial Statements ..............................................................
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4
6
13
18
20
22
23
27
28
31
39
40
41
42
43
79
80
81
Contents
3
Officers and Advisors
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
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
Directors
Richard Herbert (Chief Executive Officer, resigned 18 June 2025)
Carlos Fernandes (Finance Director)
Krzysztof Zielicki (Interim Non-Executive Chairman)
Antoine Vayner (Non-Executive Director)
Alexander Craig (Non-Executive Director, appointed 8 August 2025)
Richard Glass (Non-Executive Director, appointed 8 August 2025)
4
The restructuring
has strengthened
the Group’s
balance sheet
and simplified the
capital structure
Chairman’s statement
Dear Fellow Shareholders,
I am pleased to present the Annual Report of the
Company and its subsidiary undertakings (the “Group”)
for the year ended 30 September 2025.
The year ended 30 September 2025 was a period
of continued operational progress at the Saltfleetby
gas field alongside significant work to stabilise and
restructure the Group’s financial position. Throughout the
year the Board and management team remained focused
on maintaining reliable gas production, optimising field
performance and progressing discussions with creditors
regarding the proposed refinancing and restructuring of
the Group’s financing arrangements.
Saltfleetby remains the cornerstone of the Group’s
operations. Production during the year benefited from
continued optimisation of the field and the commissioning
of additional compression capacity, supporting stable gas
output and the delivery of cash flow from operations. The
operational team has continued to focus on maximising
production efficiency while maintaining safe and reliable
operations across the facility.
A key operational milestone during the year was the
installation and commissioning of a booster compressor
at the Saltfleetby Gas Field. Following commissioning,
the Group progressed further production optimisation
initiatives aimed at improving well and facilities
performance and supporting stable operational output.
Following the year end, the Group also successfully
completed a series of coil tubing workovers at the field
designed to enhance well productivity and support
continued production reliability.
Alongside operational performance, the Board devoted
significant attention during the year to strengthening
the Company’s financial position. During the period
the Company began progressing the refinancing and
restructuring of its financing arrangements with its
principal creditors, including Trafigura, the counterparties
to the Overriding Royalty Interest attached to the
Saltfleetby Gas Field and Forum Energy Services Limited
in respect of the deferred consideration relating to the
acquisition of Saltfleetby Energy Limited.
During the year the Board and management team also
evaluated potential accretive M&A opportunities. The
Company’s shares were suspended from trading on
AIM following the announcement of a potential reverse
takeover, which the Board subsequently decided not to
proceed with. Further to this, discussions regarding a
potential minority non-operated interest, as previously
announced,
have
not
progressed,
although
the
Company remains open to further engagement with the
counterparty. The suspension has remained in place
while the Company continues to progress the financial
restructuring with its principal creditors.
Subsequent to the reporting date, the Company has
continued progressing the refinancing and restructuring
discussions and has reached agreement on the key
commercial terms of the proposed arrangements. The
Company is currently working with the relevant parties
and its advisers to finalise the definitive documentation
required to implement the restructuring.
The proposed restructuring is expected to simplify
the Group’s capital structure, strengthen the balance
sheet and improve the Group’s financial resilience. The
Company’s shares will remain suspended from trading
on AIM until the restructuring has been completed and
the necessary regulatory and market documentation
has been published. The Board remains focused on
completing this process as soon as practicable and will
update shareholders as appropriate.
Financially, the Group delivered revenues of £18.0 million
and EBITDA of £8.3 million for the year. Cash generation
benefited from disciplined cost control and improved
operational reliability. In addition, a number of legacy
hedging arrangements entered into in prior periods
matured during the year. Certain positions crystallised into
fixed settlement obligations that remained outstanding
at the reporting date (see Note 22). The expiry of these
hedges is expected to improve realised pricing and cash
flows going forward, all else being equal, and enhance
the Group’s financial flexibility.
5
Looking ahead, the Board’s immediate priority remains
the successful completion of the proposed refinancing
and restructuring arrangements while continuing to
optimise production and operational performance at
Saltfleetby. The Company will also continue to evaluate
selective development opportunities and potential
acquisitions that align with its technical expertise and
disciplined capital allocation approach.
Subject to the successful completion of the proposed
restructuring and supported by the continued stable
performance of the Saltfleetby gas field, the Board
believes the Group will be well positioned to pursue
disciplined growth and long-term value creation.
Additionally, I would like to record the Board’s thanks
to Richard Herbert, our former Chief Executive Officer,
who stepped down during the year. He made a valuable
contribution to the Group during a period of operational
and financial transition, and we wish him every success
for the future.
On behalf of the Board, I would like to thank our
employees, contractors, partners and shareholders
for their continued support during a year of significant
progress and transition. The Board remains focused
on delivering operational performance, completing the
restructuring process and positioning the Company to
generate sustainable long-term value for shareholders.
Chairman’s statement
Financial and Statutory Information
Revenue from oil and gas production for the year was
£18.0 million (2024: £21.8 million). This was generated
from gross production of 30 mbbls of condensate oil,
10.8 kbbls of crude oil and 18.3 million therms of natural
gas (2024: 44 kbbls of condensate oil, 2.6 kbbls of crude
oil and 26.5 million therms of natural gas), primarily from
the Saltfleetby Gas Field and the Brockham Oil Field.
The Group recorded a profit of £0.14 million and EBITDA
(revenue less expenses, excluding tax, interest, depletion,
impairment and derivative movements) for the period of
£8.3 million (2024: £10.8million).
The Group recorded a derivative profit of £9.1 million,
reflecting the fair value movement of the derivative
instrument, which is based on forecast future production
and calculated using forward gas prices as at 30
September 2025.These instruments will settle over time
through future cash payments as production is delivered
under the associated arrangements (see note 22).
The fair value movement recognised during the year
is non-cash in nature and reflects the revaluation of
future settlement obligations rather than current period
operating cash flows.
The Company continued to focus on maintaining a
disciplined cost base at both corporate and operational
levels while upholding high standards of safety,
professionalism and operatorship. Administrative costs
decreased by £0.322 million to £2.931 million (2024:
£3.253 million).
Outlook
Subject to the successful completion of the proposed
refinancing
and
restructuring
arrangements
and
supported by the continued stable performance of the
Saltfleetby gas field, the Group will be well positioned to
pursue disciplined growth while maintaining a continued
focus on operational performance. The Board remains
committed to capital discipline, operational excellence
and the evaluation of value-accretive opportunities that
align with the Group’s technical capabilities and strategic
objectives, while remaining mindful of the principal risks
and uncertainties described in this report.
Krzysztof Zielicki
Interim Non-Executive Chairman
8 April 2026
6
Operating Review
Following the progress outlined in the Chairman’s
Statement, the year ended 30 September 2025 was
characterised by continued operational development
at the Saltfleetby gas field and significant work to
stabilise the Group’s financial position. Saltfleetby
remained the cornerstone of the Company’s operations,
while management focused on maintaining reliable
production,
optimising
field
performance
and
progressing discussions with creditors regarding the
proposed refinancing and restructuring of the Group’s
financing arrangements. These initiatives, together with
the strengthening of the management team during the
year, position the Company to focus on operational
optimisation and disciplined growth as it moves into the
next phase of its development.
Safety
and
environmental
stewardship
remain
fundamental to our operations. This performance
reflects the strong safety culture embedded across the
organisation and our continued commitment to operating
responsibly..
During the year the Group produced 18.3 million therms
of natural gas and 30 Mbbl of condensate from the
Saltfleetby Gas Field, together with 10.8 Mbbl of crude
oil from the Brockham Oil Field. Compared with the
prior year and management’s production plan, gas and
condensate volumes were lower as the field required a
longer period to stabilise following the installation and
commissioning of the Saltfleetby booster compressor,
while Brockham delivered higher oil output reflecting
improved well performance.
Operational efficiency averaged 89% during the period,
reflecting planned shutdowns associated with the
installation and commissioning of the Saltfleetby booster
compressor and subsequent well optimisation activity.
A more detailed account of the Group’s operational
performance during the year is provided in the Review
of Activities section below. The health and safety of
our employees and contractors, the protection of the
communities in which we operate, and responsible
environmental stewardship remain central to the way
we operate. The Group is committed to maintaining high
standards of regulatory compliance and continues to
maintain open and constructive relationships with its
regulators, including the North Sea Transition Authority
(NSTA), the Environment Agency (EA), the Health and
Safety Executive (HSE), and our local councils.
Strategic Report
Business Review
The principal activity of the Group during the year
continued to be onshore, conventional production and
development of hydrocarbons in the UK.
Review of activities
Angus remains firmly committed to operating in a
safe, responsible and environmentally sustainable
manner. These priorities are overseen by management
and embedded within the Group’s operational policies,
procedures and control framework, and are reflected
in the day-to-day activities of all field operators. During
the year, operations were conducted in full compliance
with applicable health, safety and environmental
requirements, with no reportable HSE or environmental
incidents.
The Group Produced:
18.3 million therms natural gas
30 Mbbl condensate oil
10.8 Mbbl of crude oil
7
Saltfleetby (100% Working Interest)
During the period the Company successfully installed
the booster compressor whilst continuing to develop
its well performance program and improving equipment
reliability. Between September 2024 and May 2025,
production declined by around 30%; following the booster
compressor installation and ongoing well optimisation,
approximately 10% of that decline was recovered, before
the planned workover commenced subsequent to the
reporting date (December 2025) at the Saltfleetby Gas
Field. The workovers comprised coiled-tubing wellbore
clean-outs in two wells, designed to remove drilling
additives, lift accumulated liquids and remediate any
near-wellbore damage that may have developed over
time. These workovers aim to improve production
and reliability from the two wells. Initial results are
encouraging. Average total field production has been
approximately 6.3 mmscfd, representing an increase
of circa 30% compared to the average daily production
achieved during Q4 2025.
The annual 5-day shutdown in June was conducted
with all safety related maintenance completed without
incident. Operational Efficiency for the year is down 3%
on the previous year’s performance with an average
efficiency of 89% achieved, this is 3.7% down on our
operating efficiency target of 92.7% primarily driven by
planned shutdowns for the installation of the booster
and commissioning period along with continued well
optimization plans.
Strategic Report
Building on the seismic reprocessing and remapping work
completed in 2023, a static geocellular reservoir model
was constructed across the Westphalian Sandstone
and underlying Namurian reservoir at the Saltfleetby
Gas Field. The static reservoir model is now being
history matched to produce a dynamic model, which is
in turn being used to generate production forecasts for
Saltfleetby. Management expects the revised production
forecasting approach to provide improved technical input
by incorporating reservoir properties, flow dynamics
and enhanced compression capacity. Forecasts remain
subject to reservoir performance, operational factors and
market conditions.
Previously, the Group used a 23% exponential decline
curve for Saltfleetby production forecasting, based
on historic production rates and the information
available at the time. The revised modelling work is
intended to support a forecasting approach that better
reflects updated technical understanding of reservoir
performance. The updated ‘no further action’ forecast
is intended to reflect a production decline profile
consistent with the revised reservoir understanding. The
implications for long-term field life and economics will
continue to be assessed as the modelling is completed
and as production performance is observed.
The reservoir model, anticipated to be completed in
Q2 2026, is intended to support the placement and
optimisation of potential infill well locations and the
generation of indicative production profiles for such
wells. This will support the ongoing evaluation of longer-
term options for the Saltfleetby field, including potential
future storage applications (for example CO₂, natural gas
or hydrogen), subject to further technical assessment
and regulatory considerations.
Angus continues to assess the potential drilling of an
additional well, which would add a fourth producing well
to the field and is expected to accelerate production and
enhance shareholder value. The well is currently in the
Recent workovers
have increased field
production by 30%
compared to Q4 2025
8
preliminary design phase, with a target drilling date in Q4
2026 / Q1 2027, subject to the procurement and delivery
timelines of long-lead items. If progressed, the proposed
drilling schedule is expected to support incremental field
production of approximately 2–6 mmcf/d from early
2027, subject to technical evaluation, and approvals.
Legacy monthly hedged volumes priced at an average
of 42 pence per Therm and set at 1,250,000 Therms
per month terminated in June 2025. During the year, the
Group entered into additional hedging arrangements
in accordance with its financing requirements. In July-
December 2025, monthly hedged volumes were 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 also
struck hedges in 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 for the year-
end hedge position and Note 27 for post balance sheet
developments.
Brockham (80% Working Interest)
With a full year of production in the period we saw
significant production increase of 10.8 Mbbl compared
to 2.6 Mbbl in 2024. Average Brockham oil production
increased to approximately 30 bopd (2024: 20 bopd);
following well optimisation and surface facility upgrades,
production averaged around 40 bopd in Q3 2025,
reflecting improved operational reliability and production
stability.
In parallel, the Company has reaffirmed its commitment
to returning the BRX4Z well to production in order to
further increase recovery from the Portland reservoir.
Work to reinstate the well has commenced, with
operations progressing in line with plan and completion
targeted in Q2 2026. This activity forms a key part of the
Group’s strategy to maximise value from existing assets
through disciplined capital deployment and operational
improvement.
Balcombe (25% Working Interest)
Following an initial seven-day well test in autumn 2018,
a planning application was submitted in late 2019 for
an extended three-year test of the Balcombe-2Z well,
intended to recover residual drilling fluids and assess the
well’s longer-term production potential. Planning consent
granted in October 2023 was subsequently appealed by a
local residents’ group, with the matter heard in the High
Court in January 2025. On 16 April 2025, the Court ruled
in favour of the Company, confirming the validity of the
planning consent and the Company’s right to proceed
with testing the existing well.
Strategic Report
However, due to the prolonged uncertainty created by the
legal challenge, the Company was unable to complete
the detailed engineering, procurement and contracting
work required to commence the well test. As a result,
the Company has decided not to activate the existing
planning permission and is currently preparing a revised
planning application, following completion of a technical
and commercial review of the site
The Company continues to regard Balcombe as a
strategically important asset. The outcome of the judicial
review confirmed the robustness of the planning case,
and the requirement to submit a revised application
reflects timing and process constraints rather than any
loss of technical or commercial potential. The Company
will continue to engage constructively with the local
authority and local community as it progresses the
revised development plan.
Hedges for 2026 set
at an average volume
of 530,000 Therms per
month and an average
price of c.103 pence per
Therm.
9
Lidsey (80% working Interest)
Lidsey has remained shut in due to the high cost of
produced water disposal. As part of a lower-impact and
cost-effective solution, the Company has submitted a
planning application to permit the transfer of produced
water off-site to the Brockham oil field for voidage
replacement and pressure maintenance. Subject to
approval, the Company intends to progress a programme
of low-cost well-integrity testing, confirm the operability
of the existing artificial lift system, and assess the
reinstatement production potential of the X2 well. If
successful, this approach would enable the phased
return of the site to production, with produced water
transported to Brockham for injection.
Strategy and Sustainability
The Group’s strategy continues to focus on building
long-term shareholder value through the development
of a profitable UK-based energy production business,
underpinned by technical capability, disciplined capital
allocation and rigorous cost control. The Group’s primary
focus remains UK onshore operations, while remaining
open to selective acquisition opportunities overseas
where fiscal stability, regulatory certainty and the rule of
law are well established.
The Directors recognise that a pragmatic understanding
of energy demand, infrastructure constraints and asset
fundamentals is essential to identifying sustainable and
value-accretive opportunities. Accordingly, the Group
continues to actively review projects that complement its
operational expertise and strengthen its existing asset
portfolio.
From a sustainability perspective, the Directors remain
aligned with national energy objectives and the UK’s
transition towards net zero. While the Group continues
to generate value from its existing oil assets, its longer-
term strategic focus is on gas assets, reflecting gas’s
role as a transition fuel within the UK’s evolving energy
mix. The Directors recognise that oil and gas will remain
an essential component of Britain’s energy system
for decades to come, and the Group is committed to
supplying that energy responsibly while supporting the
transition to lower-carbon sources.
Strategic Report
Global Environment and
Stewardship
The Group recognises its responsibility to act as a
steward of the wider environment. The Directors believe
that meaningful progress in the energy transition begins
with the safe, efficient and responsible operation of
existing assets, alongside the careful evaluation and
development of new ones.
While hydrocarbons continue to play a necessary role
in meeting energy demand, the Group is committed
to ensuring that they are produced to the highest
environmental, social and governance standards. Across
both existing operations and potential new projects, the
Group’s objective is to minimise environmental impact
through thoughtful design, operational efficiency and
continuous improvement.
Local Environment
As a UK operator approved by the North Sea Transition
Authority (“NSTA”) and operations fully permitted by the
Environment Agency (“EA”), Angus Energy operates within
a well-defined regulatory framework and is committed
to maintaining high standards of environmental
management and safety.
The Group’s environmental and safety approach includes:
•
Ongoing monitoring and assessment of
environmental impacts
•
Application of industry best practices in
environmental management and operational safety
•
Continuous focus on maintaining a strong
compliance and safety record
There were no reportable health and safety incidents
during the year.
10
Community
The Group recognises that maintaining constructive
relationships with local communities and stakeholders
is essential to long-term value creation. Engagement
is undertaken through a range of formal and informal
channels,
including
community
liaison
meetings,
regulatory disclosures, market announcements and
investor engagement activities.
Stakeholder engagement is guided by the following
principles:
•
Open, transparent and timely communication
•
Early engagement throughout the project lifecycle
•
Proactive identification and management of local
concerns
•
Minimisation of disruption to neighbouring
communities
•
Strict adherence to health, safety and operational
standards
Section 172 Statement
In accordance with Section 172 of the Companies Act
2006, the Directors have a duty to promote the success
of the Company for the benefit of its members as a
whole, while having regard to the interests of employees,
regulators, local communities, suppliers and other
stakeholders. The Board considers these factors when
making strategic and operational decisions. Further
detail is provided in the Stakeholder Engagement section
on page 28.
Financial Review
At the beginning of the period, the Group held interests in
80% of Brockham (PL235), 80% of Lidsey (PL241), 25%
of Balcombe (PEDL244) and 100% of the Saltfleetby Gas
Field (PEDL005), following the acquisition of Saltfleetby
Energy Limited on 23 May 2022.
The Group reported a cash balance of £2.1 million as at
30 September 2024. During the year, 565,038,604 ordinary
shares were issued in connection with the conversion of
deferred consideration and accrued interest (see Note
15). The cash balance at the end of the reporting period
was £1.1 million.
Revenue from oil and gas production amounted to £18.0
million (2024: £21.8 million). The Group recorded a profit
Strategic Report
of £0.14 million. EBITDA for the period was £8.3 million
(2024: £10.8 million).
The Group recognised a fair value gain on derivative
financial
instruments
of
£9.1
million,
reflecting
movements in forward gas prices used to value the
Group’s derivative arrangements as at 30 September
2025. These instruments will settle over time through
future cash payments as production is delivered under
the associated arrangements (see Note 22). The fair
value movement recognised during the year is non-cash
in nature and reflects the revaluation of future settlement
obligations rather than current period operating cash
flows.
The Group’s financial objectives are to increase revenue,
deliver sustainable profitability and strengthen the asset
base. Progress against these objectives is monitored
through key performance indicators focused on revenue,
margins, profitability and cash flow, consistent with
investor reporting expectations.
Governance, Compliance and
Shareholder Relations
The Board comprises a Chairman and Finance Director,
supported by Non-Executive Directors with relevant
sector and public market experience. As disclosed in the
Corporate Governance Statement, certain Non-Executive
Directors represent significant shareholders and are
not considered independent under the QCA Code. The
Board is committed to strengthening its composition
and governance framework as the business stabilises
and grows. During the year, the Board undertook a
comprehensive review of the Company’s governance
and leadership framework following the refinancing and
changes in Board composition. The Board has reviewed
and strengthened its remuneration framework to ensure
that incentives are closely aligned with operational
delivery, financial discipline and long-term shareholder
value.
The Board meets regularly and is supported by the
Audit Committee, Remuneration Committee and AIM
Rules Committee, ensuring appropriate oversight of
governance, financial reporting, remuneration and
regulatory compliance.
The Group operates with a lean management structure,
comprising 26 employees including senior management,
supplemented where appropriate by experienced third-
party contractors. This approach supports operational
flexibility while maintaining effective oversight and cost
discipline.
11
The Company has appointed dedicated compliance
officers responsible for engagement with regulators and
planning authorities, including Surrey, Lincolnshire and
West Sussex County Councils, the North Sea Transition
Authority, the Environment Agency and the Health and
Safety Executive. As an AIM-quoted company, the Group
is also subject to the rules and oversight of the AIM
Market of the London Stock Exchange and the Financial
Conduct Authority.
The Directors recognise that the regulatory environment
continues to evolve and has become increasingly
complex. In response, the Group is focused on
maintaining proactive and transparent engagement
with regulators and planning authorities, strengthening
internal compliance processes, and making greater use
of pre-application and pre-approval procedures where
available. This approach is intended to reduce execution
risk, improve planning outcomes and ensure the Group
continues to operate to the standards expected by
shareholders and regulators alike.
Principal risks and uncertainties
The Directors recognise that the Group’s activities are
subject to a number of risks and uncertainties which
could have a material impact on the Group’s strategy,
operational performance, financial position and future
prospects. The Board regularly reviews these risks and
the effectiveness of mitigating actions as part of its
ongoing governance and risk management processes.
Market and Price Risk
The Group’s revenues and cash flows are exposed to
fluctuations in oil and gas prices, which are influenced
by global supply and demand dynamics, geopolitical
developments, regulatory change and broader economic
conditions. The Group’s ability to realise value from
production is also dependent on continued access to
processing facilities and transportation infrastructure,
including pipelines and road networks, which may be
subject to capacity constraints, maintenance issues or
changes in tariff structures.
Oil and gas sales are priced by reference to market
conditions and negotiated directly with purchasers, taking
into account factors such as product quality, distance to
market and prevailing supply-demand balances. Adverse
price movements may impact revenues, cash flows
and asset valuations. To mitigate downside exposure,
Strategic Report
the Group has entered into commodity derivative
arrangements in respect of a portion of its gas production.
Regulatory and Permitting Risk
The Group operates in a highly regulated environment
and is subject to planning, environmental, licensing and
other regulatory requirements, particularly in relation
to development and drilling activities. Delays, refusals
or changes to permitting requirements could adversely
affect project timelines, costs and operational outcomes.
The Group has historically been successful in obtaining
the necessary approvals to operate. Regulatory risk is
mitigated through strict compliance with applicable
regulations, proactive engagement with regulators and
local communities, and the experience and expertise of
the management team.
Reserves and Resources Risk
Estimates of hydrocarbon reserves and resources
are inherently uncertain and are based on geological,
geophysical, engineering and economic data, together
with assumptions regarding production performance,
operating costs and commodity prices. No assurance
can be given that reserves and resources will be present
in the quantities estimated, recovered at anticipated
rates or developed economically.
Reserve and resource estimates may be revised as
additional information becomes available from drilling,
testing and production activities, or as a result of
changes in market conditions. A sustained decline in oil
or gas prices could render certain reserves uneconomic,
potentially leading to a reclassification of reserves as
resources and adversely affecting asset values.
Unless otherwise stated, reserve and resource estimates
for Lidsey and Brockham are derived from the Competent
Person’s Report prepared at the time of AIM admission
in November 2016, and those for Saltfleetby are based
on the Competent Person’s Report published in October
2023. Actual production, revenues and cash flows may
differ materially from estimates, which could adversely
affect the Group’s business, financial condition and
prospects.
12
Currency Risk
The Group generates revenue from the sale of crude oil
and gas, with oil sales denominated in US dollars and gas
sales denominated in sterling. The majority of the Group’s
operating costs and cash flows are also denominated in
sterling, which limits overall foreign exchange exposure.
However, movements in exchange rates may affect
the sterling value of revenues and reported financial
performance.
The Board and management monitor currency exposure
on an ongoing basis and consider mitigation measures
where appropriate, with the objective of limiting downside
risk while maintaining operational flexibility.
Events after the reporting period
Subsequent to the reporting date, the Company has
been progressing the refinancing and restructuring of
its financing arrangements with Trafigura Group Pte Ltd
(“Trafigura”), the counterparties to the Overriding Royalty
Interest (“ORRI”) attached to the Saltfleetby Gas Field, and
Forum Energy Services Limited in respect of the deferred
consideration relating to the acquisition of Saltfleetby
Energy Limited. The Company has reached agreement on
the key commercial terms of the proposed restructuring
and is currently working with the relevant parties and its
advisers to finalise the definitive documentation required
to implement these arrangements.
On 9 March 2026, the Group entered into additional gas
hedging arrangements covering production from April
2026 to June 2027. These hedges secure approximately
7.745 million therms at an average weighted price of
approximately 101 pence per therm and were placed in
accordance with the Group’s financing arrangements
and gas price risk management strategy.
Strategic Report
Forward Strategy
Following the progress made towards the proposed
refinancing and restructuring of the Company’s financing
arrangements and the continued stable performance of
the Saltfleetby gas field, the Group enters the coming
period with an improving operational platform and a
clearer strategic focus. As the Company works to finalise
the restructuring process, the Board remains focused
on maintaining reliable production from Saltfleetby and
continuing operational optimisation across the field.
The Board’s immediate priority remains to maximise
value from the Saltfleetby gas field through continued
operational optimisation and selective development
opportunities aimed at enhancing production efficiency
and extending field life. Alongside this, the Company will
continue to evaluate potential acquisition opportunities
that align with its technical expertise, operational
capabilities and disciplined capital allocation approach.
The Board believes that domestically produced natural
gas will continue to play an important role in supporting
the UK’s energy security during the transition to lower-
carbon energy systems.
Subject to the successful completion of the proposed
refinancing and restructuring arrangements, the Board
believes the Group is well positioned to focus on
disciplined growth and long-term value creation. With a
renewed management team and a clear strategic direction,
the Company remains committed to strengthening its
operational performance while contributing to the UK’s
evolving energy landscape.
Approved by the Board of Directors and signed on behalf
of the Board.
Carlos Fernandes
Finance Director
8 April 2026
Details of all our assets and operations can be found at
www.angusenergy.co.uk
13
Corporate Governance Statement
The Directors recognise that effective corporate governance is fundamental to the long-term success and resilience
of the Group. The Company is admitted to trading on the AIM market of the London Stock Exchange and has adopted
the 10 principles contained within the Quoted Companies Alliance Corporate Governance Code 2023 (the "QCA Code").
During the year, the Company undertook changes to its leadership and Board composition, including the appointment
of new Non-Executive Directors. These changes were implemented to strengthen alignment between the Board and
shareholders following a period of financial and operational restructuring. While the Board considers that the current
composition provides appropriate experience and shareholder representation, it also recognises that the Company does
not yet fully comply with all aspects of the QCA Code, particularly in relation to Non-Executive Director independence.
The Board is committed to continuing to strengthen its governance framework as the business stabilises and grows,
including further consideration of Board balance, independence and succession, in line with the Company’s size, stage
of development and shareholder expectations.
The table below sets out how the Company applies the ten principles of the QCA Code and identifies areas of partial
compliance and ongoing development.
Corporate Governance Statement
QCA Principle
1. Establish a purpose, strategy and
business model which promote long-term
value for shareholders
2. Promote a corporate culture that is based
on ethical values and behaviors
3. Seek to understand and meet shareholder
needs and expectations
4. Take into account wider stakeholder
interests,
including
social
and
environmental responsibilities, and their
implications for long-term success
5. Embed effective risk management,
internal controls and assurance activities,
considering both opportunities and threats,
throughout the organisation
The Board’s strategy focuses on disciplined development of existing
assets, operational optimisation and selective growth opportunities to
deliver sustainable shareholder value. Strategy is reviewed regularly
and described in the Strategic Report.
The Group promotes ethical conduct, compliance and responsible
behavior across all operations, supported by Company policies
and leadership example. The Board seeks to foster a culture of
accountability, transparency and continuous improvement, with a clear
focus on safe and responsible operations.
The Company maintains regular engagement with shareholders
through meetings, market announcements and the AGM. Following
Board changes, shareholder representation has been strengthened.
The Board recognises the need to balance representation with broader
governance considerations as the Company evolves.
The Group engages proactively with regulators, employees and
local communities, and seeks to minimise environmental and social
impacts through responsible operational practices and transparent
communication. Stakeholder considerations are reflected in decision-
making and disclosures, including the Section 172 statement and the
Stakeholder Engagement section.
The Board reviews principal risks and uncertainties regularly and
maintains a risk register which is formally reviewed at least annually.
Risk considerations are embedded in strategic and operational decision-
making. The Audit Committee supports the Board in its oversight of
financial reporting, internal controls and risk management.
14
Corporate Governance Statement
6. Establish and maintain the board as a
well-functioning, balanced team led by the
chair
7.
Maintain
appropriate
governance
structures and ensure that individually
and collectively the directors have the
necessary up-to-date experience, skills
and capabilities
8. Evaluate board performance based on
clear and relevant objectives, seeking
continuous improvement
9. Establish a remuneration policy which
is supportive of long-term value creation
and the company's purpose, strategy and
culture
10. Communicate how the company is
governed and is performing by maintaining
a dialogue with shareholders and other key
stakeholders
The Board comprises Executive and Non-Executive Directors with
relevant industry and public company experience. While certain Non-
Executive Directors are not considered independent under the QCA
Code, including due to significant shareholder representation, the Board
recognises the importance of maintaining an appropriate balance of
independence. The Company is actively considering opportunities to
strengthen the independence and overall balance of the Board as part
of its ongoing governance development and succession planning.
The Company has established Audit, Remuneration, Nomination
and AIM Rules Compliance Committees. Governance structures
are reviewed periodically to ensure they remain appropriate for the
Company’s size and complexity. Board composition and succession
planning are overseen by the Nomination Committee. Appointments are
made on merit, with regard to experience, capability and the Company’s
strategic requirements, and external advisers may be engaged where
appropriate.
The Board undertakes annual performance evaluations of Directors
prior to re-election. Executive Directors are subject to annual appraisals
which consider individual performance, leadership, delivery of strategic
objectives and alignment with shareholder outcomes. Governance
arrangements continue to be strengthened as the business stabilises
and evolves.
The Remuneration Committee reviews and recommends the
remuneration framework for Executive Directors and senior management,
with the objective of ensuring remuneration is proportionate, aligned
with shareholder interests and supportive of long-term value creation.
The Company does not currently operate a contractual bonus scheme.
However, the Board is developing a company-wide performance
incentive framework linked to key performance indicators designed to
align employee rewards with operational delivery, financial performance
and long-term shareholder value. Any variable remuneration will remain
subject to the discretion of the Remuneration Committee, taking into
account individual and corporate performance as well as the Group’s
financial position and cash flow. Equity incentives may also be used
selectively to align management with long-term shareholder value..
The Board is committed to transparent reporting and open dialogue with
shareholders and stakeholders. Governance disclosures are included
in the Annual Report and on the Company’s website in accordance
with AIM Rule 26. The Company discloses its remuneration policy,
Committee activities and Directors’ remuneration in the Annual Report,
providing transparency on how incentives are determined and aligned
with performance, governance standards and shareholder interests.
15
Corporate Governance Statement
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 one
Executive Director and four Non-Executive Directors.
The Board met on 8 occasions during the year to 30 September 2025.
The table below sets out the Board meetings held by the Company for the financial year ended 30 September 2025 and
attendance of each Director:
Board meetings
Executive Directors
Richard Herbert (resigned 18 June 2025)
Carlos Fernandes
Non-Executive Directors
Krzysztof Zielicki
Antoine Vayner
Alexander Craig (appointed 8 August 2025)
Richard Glass (appointed 8 August 2025)
[5/8]
[8/8]
[8/8]
[8/8]
[1/8]
[1/8]
The Board has established a number of committees to support its oversight responsibilities. The composition and
terms of reference of each committee are reviewed regularly to ensure they remain appropriate for the size, complexity
and stage of development of the Group. As the Board continues to evolve following recent changes in leadership and
composition, the Board recognises that committee membership may change to further strengthen governance, balance
and independence over time.
Audit committee
The Audit Committee comprises Krzysztof Zielicki (Chairman), Carlos Fernandes and Antoine Vayner.
The Audit Committee assists the Board in discharging its responsibilities in relation to financial reporting, internal
controls, risk management, and the effectiveness and independence of the external audit process. Its responsibilities
include reviewing the Group’s annual and interim financial statements, accounting policies, significant judgements, and
the adequacy of internal financial controls and reporting procedures.
The Audit Committee Report is set out on pages 18 to 19 of this Annual Report.
16
Corporate Governance Statement
Remuneration committee
The Remuneration Committee comprises Krzysztof Zielicki (Chairman) and Antoine Vayner. The Committee is
responsible for reviewing and recommending to the Board the remuneration framework for Executive Directors
and senior management, ensuring that remuneration remains proportionate, aligned with shareholder interests and
appropriate to the size and financial position of the Company.
The Committee oversees base salaries, discretionary performance awards and the operation of the Company’s
share-based incentive arrangements. The Company does not operate contractual bonus schemes and any variable
remuneration is awarded at the discretion of the Board following performance review and subject to the Group’s cash
flow position.
During the year, the Committee also reviewed the Company’s legacy share option arrangements and recommended the
transition to a new discretionary equity incentive framework designed to better align management incentives with long-
term shareholder value and the Group’s evolving governance standards.
The remuneration of Non-Executive Directors is determined by the Chairman and Executive Directors of the Board.
The Directors’ Remuneration Report is set out on pages 20 to 21 of this Annual Report.
Nomination committee
The Nomination Committee comprises Krzysztof Zielicki (Chairman) and Carlos Fernandes. During the year, Richard
Herbert resigned from the Board on 18 June 2025 and was replaced on the Committee by Carlos Fernandes.
The Nomination Committee is responsible for reviewing the composition of the Board and senior management,
overseeing succession planning, and making recommendations on appointments. In doing so, it considers the balance
of skills, experience, independence and diversity appropriate to the Group’s strategic objectives.
The Board undertakes an annual evaluation of its performance, taking into account the Financial Reporting Council’s
Guidance on Board Effectiveness, with outcomes informing future Board development and governance priorities.
AIM Rules compliance committee
The AIM Rules Compliance Committee comprises Krzysztof Zielicki (Chairman) and Carlos Fernandes. Richard Herbert
resigned from the Committee following his departure from the Board on 18 June 2025.
The Committee is responsible for ensuring that appropriate procedures, systems and controls are in place to support
ongoing compliance with the AIM Rules for Companies. It also oversees engagement with the Company’s nominated
adviser in relation to regulatory matters, announcements and potential transactions.
The Committee monitors the Group’s compliance with the Market Abuse Regulation, including policies relating to inside
information and directors’ dealings. The AIM Rules Compliance Committee met three times during the period under
review to consider compliance matters.
17
Corporate Governance Statement
Other matters and governance development
The Board believes that the Group has a strong governance culture, underpinned by the adoption of the QCA Code and
a clear recognition of the importance of effective oversight, accountability and transparency.
Following recent changes in leadership and Board composition, the Nomination Committee is actively reviewing the
size, structure and balance of the Board, with a view to further strengthening governance arrangements over time.
This includes consideration of Board independence, succession planning and the evolving needs of the business as it
transitions from restructuring to growth.
The Board remains committed to enhancing its governance framework in a manner proportionate to the Company’s
size and stage of development, and aligned with the expectations of shareholders, regulators and other stakeholders.
Krzysztof Zielicki
Interim Non-Executive Chairman
8 April 2026
18
Audit Committee Report
Audit Committee Report
The Audit Committee supports the Board in discharging its responsibilities for financial reporting, internal controls,
risk management, and the oversight of the external audit process. The Committee reviews the Group’s annual and half-
year financial statements, associated disclosures and other financial information prior to submission to the Board for
approval.
In carrying out its responsibilities, the Audit Committee focuses in particular on:
•
assessing whether appropriate accounting standards have been applied and whether significant accounting
estimates and judgements are reasonable, taking into account the views of the external auditors;
•
reviewing the clarity, completeness and consistency of disclosures within the financial statements, ensuring they
are presented in an appropriate context;
•
considering material information presented alongside the financial statements, including disclosures relating to
audit, internal control and risk management;
•
reviewing the adequacy and effectiveness of the Group’s internal financial controls and, where not otherwise
addressed by the Board, the broader internal control and risk management framework; and
•
reporting to the Board where the Committee is not satisfied with any aspect of the proposed financial reporting.
The Audit Committee also reviews and monitors the extent of non-audit services provided by the external auditors,
advises the Board on the appointment and remuneration of the auditors, and assesses auditor independence and
effectiveness. Responsibility for the approval of the Annual Report and financial statements ultimately rests with the
Board.
No non-audit services were provided by the external auditors during the year. The Audit Committee considered that
the nature and level of audit fees did not compromise auditor independence or objectivity. Details of audit fees are
disclosed in Note 6 to the financial statements.
During the year, the Audit Committee met with the Group’s external auditors, Crowe U.K. LLP, to review audit planning,
key findings arising from the audit of the Annual Report and comments in relation to the interim financial statements.
19
Audit Committee Report
Significant Accounting and Reporting Matters
The following significant matters were considered by the Audit Committee during the year:
Impairment assessment of oil and gas assets
The Committee reviewed the carrying values of the Group’s oil assets, including producing assets and exploration and
evaluation (“E&E”) assets. Based on valuation work performed and discussions with management, the Committee
concluded that the carrying value of the producing assets and E&E assets remains appropriate.
Going concern
The Committee considered the appropriateness of the going concern basis adopted in preparing the financial statements
and reviewed the Group’s assessment set out in Note s 3.3 and 4(b). The Directors concluded that the going concern
basis is appropriate, while noting the material uncertainty disclosed in relation to the potential impact of any continued
disruption to gas production, as described in Note 3.3.
Valuation of derivative instruments
The Committee reviewed the valuation of the derivative liability recognised at the year end. Based on work performed by
management and discussions with the auditors, the Committee concluded that the valuation methodology and resulting
carrying value are appropriate.
Krzysztof Zielicki
Chairman – Audit Committee
8 April 2026
20
Directors’ Remuneration Report
This report sets out the Company’s policy on the remuneration of Executive and Non-Executive Directors and how
that policy was applied during the year. Responsibility for remuneration policy and its implementation rests with the
Remuneration Committee, a sub-committee of the Board. No Director is involved in discussions or decisions regarding
their own remuneration.
Remuneration policy
The objective of the Company’s remuneration policy is to attract, retain and motivate high-calibre executives capable of
delivering sustainable long-term shareholder value, while maintaining appropriate cost discipline and alignment with the
interests of shareholders and other employees of the Group.
Remuneration structures are designed to be proportionate to the size and stage of development of the Group and reflect
individual responsibilities, experience and performance, together with the overall financial position and funding capacity
of the Company.
Directors’ remuneration
Executive Directors
The remuneration framework for Executive Directors comprises base salary, discretionary performance-related awards
and benefits. Each Executive Director is engaged under a service agreement which may be terminated by either party on
written notice in accordance with its terms. Compensation for loss of office is limited to contractual salary and benefits
only.
The principal components of Executive Directors’ remuneration are:
•
Base Salary: Base salaries are reviewed periodically, taking into account responsibilities, experience, individual
performance, market conditions and the financial position of the Group.
•
Discretionary performance awards: The Company does not operate a contractual bonus scheme. Any variable
remuneration is awarded at the discretion of the Board following an assessment of individual and corporate
performance and subject to the Group’s financial position and cash availability.
•
Benefits: Benefits comprise statutory pension contributions, health insurance and other customary benefits in
accordance with local employment requirements.
•
Longer term incentives: The Company has granted share options in prior years to align the interests of Directors
and employees with shareholders. No new options were granted during the year. Future equity incentives will be
awarded under a new discretionary framework approved by the Board, as described in Note 16.
Non-Executive Directors
Non-Executive Directors receive fixed fees determined by the Board, reflecting their time commitment, responsibilities
and market practice for companies of similar size and complexity. They do not participate in bonus arrangements,
pension schemes or employee benefit plans.
21
Directors’ Remuneration Report
Performance evaluation
The performance of all Directors is evaluated annually prior to re-election, considering contribution, effectiveness
and commitment. Executive Directors are subject to annual performance reviews which inform remuneration and
development discussions.
All continuing Directors are subject to re-election in accordance with the Company’s Articles of Association. Succession
planning remains under active review as the Board continues to strengthen its governance framework. The tables below
set out the respective Directors’ remuneration and fees:
2025
Richard Herbert
Carlos Fernandes
Krzysztof Zielicki
Antoine Vayner
Alexander Craig
Richard Glass
Salary
£’000
260
190
85
40
10
13
598
Termination
payment
£’000
-
-
-
-
-
-
-
Share based
payment
£’000
-
-
-
-
-
-
-
Total
£’000
260
190
85
40
10
13
598
2024
Richard Herbert
Carlos Fernandes
Patrick Clanwilliam
Krzysztof Zielicki
Paul Forrest
Antoine Vayner
Salary
£’000
260
190
35
58
18
13
574
Termination
payment
£’000
-
-
35
-
-
-
35
Share based
payment
£’000
-
-
-
-
-
-
-
Total
£’000
260
190
70
58
18
13
609
The Remuneration Committee met twice during the year to review the scale and structure of the executive directors’ and
senior employees’ remuneration.
Krzysztof Zielicki
Chairman – Remuneration Committee
8 April 2026
22
Board of Directors
Carlos Fernandes
Finance Director
Carlos has been a member of the Angus Energy leadership team since 2013 and has played a key
role in the Company’s evolution from a private business to a publicly listed energy producer. Prior
to his appointment as Finance Director, he served as Chief Financial Officer, with responsibility for
financial strategy, reporting, funding structures and investor engagement.
He brings over 18 years of commercial and financial experience across the mining and oil and
gas sectors, with particular expertise in capital management, asset development and operational
financial control. His long-standing knowledge of the Group provides continuity and financial
discipline as Angus enters its next phase of development.
Krzysztof Zielicki
Interim Non-Executive Chairman
Krzysztof has more than four decades of experience in the global oil and gas industry. He has held
senior leadership roles with several major international energy companies, including BP, TNK-BP and
Rosneft, where he served as Vice President for Mergers & Acquisitions and Strategy.
He brings deep experience in corporate strategy, asset transactions and large-scale energy projects,
providing the Board with strong strategic and commercial leadership.
Antoine Vayner
Non-Executive Director
Antoine represents Kemexon Ltd, the Company’s largest shareholder. He has extensive experience
in the origination and execution of transactions in the energy and natural resources sector.
Prior to joining Kemexon, Antoine worked at St James’s Wealth Management, the Mirabaud Group
and IDCM, a London-based corporate finance and M&A advisory firm, before moving into strategy
and business development within Kemexon’s investment platform.
Alexander Craig
Non-Executive Director
Alexander is a Partner and Co-Founder of Aleph Commodities, with expertise in commodities,
infrastructure and asset management. He has significant experience in investment, trading and the
redevelopment of complex and distressed assets.
Previously, Alexander was a founding partner at Omikron Partners and Liberty Street Partners, and a
Portfolio Manager at Tiverton Trading, a global macro and commodities hedge fund. He also serves
on the advisory board of Taurus Investment Holdings. Alexander holds a BA and MA from University
College London.
Richard Glass
Non-Executive Director
Richard has over 25 years’ experience in investment, development and the leadership of complex,
multi-disciplinary projects. An entrepreneur with a strong track record in mergers and acquisitions, he
has founded and partnered with institutional investors across a number of successful businesses.
He has previously held senior roles with an international bank and continues to advise selected
financial institutions. Richard holds an MBA and a BSc in Electro-Mechanical Engineering from the
University of Cape Town.
23
Directors’ Report
The Directors present their report together with the audited consolidated financial statements of Angus Energy plc for
the year ended 30 September 2025.
Results and Dividends
For the year, the Group recorded a profit of £0.14 million. EBITDA for the period was £8.3 million (2024: £10.8 million).
The Group recorded an operating profit of £1.9 million. The Directors also review adjusted performance measures
which exclude derivative fair value movements and certain other items; further information is set out in Note 6.
The Group recognised a fair value gain on derivative financial instruments of £9.1 million, reflecting movements in
forward gas prices used to value the Group’s derivative arrangements as at 30 September 2025. These instruments will
settle over time through future cash payments as production is delivered under the associated arrangements (see Note
22). The fair value movement recognised during the year is non-cash in nature and reflects the revaluation of future
settlement obligations rather than current period operating cash flows.
The Directors do not recommend the payment of a dividend for the year.
Directors
The Directors who served during the year and up to the date of approval of the financial statements were:
Executive Directors
Carlos Fernandes (Finance Director)
Richard Herbert (CEO, resigned 18 June 2025)
Non-Executive Directors
Krzysztof Zielicki
Antoine Vayner
Alexander Craig (appointed 8 August 2025)
Richard Glass (appointed 8 August 2025)
Biographical details of the Directors serving at the date of this report are set out on page 22.
Details of Directors’ remuneration are included in the Directors’ Remuneration Report on pages 20 to 21. The Company
maintains Directors’ and Officers’ liability insurance in respect of its Directors’. Premiums paid to third parties during the
year amounted to £48,000 (2024: £26,000).
Research and development
As disclosed in Notes 10 and 11, the Group incurred expenditure in the development of its oil and gas assets during the
year.
24
Directors’ Report
Share Capital
At the date of this report, all ordinary shares in issue were fully paid. Details of movements in share capital during the
year are set out in Note 15 to the financial statements.
Substantial Shareholders
At the date of this report, the Company had been notified of the following interests in 3% or more of the Company’s
issued share capital:
Shareholder
Kemexon Ltd
Forum Energy Limited
Knowe Properties
Aleph Commodities Ltd
Atanas Djumaliev
Percentage of shareholding
19.67%
16.21%
4.85%
4.25%
3.68%
Share options
No share options were granted during the year and 3,800,000 options were forfeited. Further details are provided in Note
16.
Financial Instruments
The Group’s financial risk management objectives and policies, together with its exposure to credit risk, liquidity risk and
market risk, are set out in Note 23 to the financial statements.
Employees
The Group employed an average of 26 people during the year (2024: 27). During the year, the Board retained discretion
to award performance-related bonuses to employees following review of individual and corporate performance, taking
into account the Group’s financial position and cash flow. No formal bonus scheme was in place during the period.
Subsequent to the year end, the Board has been progressing the development of a new performance incentive framework
for 2026 designed to align employee rewards more closely with operational, financial and shareholder outcomes.
25
Directors’ Report
Going Concern
The Directors have undertaken a review of the Group’s working capital requirements and prepared detailed cash
flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. This
assessment included a review of forecast revenues, operating costs, financing obligations and committed capital
expenditure, together with a number of reasonably plausible downside scenarios, including potential delays to expected
future gas production.
In undertaking this assessment, the Directors considered the current performance of the Saltfleetby gas field, including
ongoing production optimisation activities, together with the Group’s obligations under the Trafigura debt facility and
derivative instruments, which remain payable even in the event of production delays (see Note 22).
Subsequent to the reporting date, the Company has been progressing the refinancing and restructuring of its financing
arrangements with Trafigura, the counterparties to the Overriding Royalty Interest attached to the Saltfleetby Gas Field
and Forum Energy Services Limited in respect of the deferred consideration relating to the acquisition of Saltfleetby
Energy Limited. The Company has reached agreement in principle on the key commercial terms of the proposed
restructuring and is currently working with the relevant parties and its advisers to finalise the definitive documentation
required to implement these arrangements. The lenders have continued to engage constructively with the Company
during these discussions.
Based on current production levels, which exceed the volumes required to settle the derivative instruments, and taking
into account the Directors’ expectation that the proposed refinancing and restructuring arrangements will be completed,
the Directors consider that the Group has sufficient resources to meet its liabilities as they fall due for a period of at
least 12 months from the date of approval of these financial statements.
Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Notwithstanding this conclusion, the Group’s dependence on continued gas production, compliance with financing
arrangements and the successful completion of the proposed refinancing and restructuring arrangements gives rise to
a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern, as disclosed
in Note 3.3.
These financial statements do not include any adjustments that would be required if the Group were unable to continue
as a going concern.
Events after the reporting period
Events occurring after the reporting period are disclosed in Note 27.
26
Directors’ Report
Disclosure of Information to the Auditor
Each of the Directors confirms that, to the best of their knowledge and belief:
•
there is no relevant audit information of which the Company’s auditor is unaware; and
•
each Director has taken all steps that ought to have been taken to ensure that the auditor is aware of any relevant
audit information.
Auditor
A resolution to reappoint Crowe U.K. LLP as auditor of the Company will be proposed at the forthcoming Annual General
Meeting.
Approved by the Board and signed on its behalf.
Carlos Fernandes
Finance Director
8 April 2026
27
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.
28
Stakeholders Engagement
Stakeholder Engagement
As a listed company operating in a highly regulated sector, the Directors recognise that effective stakeholder engagement
is fundamental to the long-term success and sustainability of the Group. The Company’s stakeholders include
shareholders and lenders, employees, joint venture partners, suppliers and customers, regulators and governments,
and the communities in which the Group operates.
The Board seeks to understand the needs and perspectives of these groups and to consider their interests when making
decisions that affect the Company’s strategy, performance and long-term prospects.
This section sets out how the Directors have had regard to the matters in Section 172(1) of the Companies Act 2006,
including:
•
the long-term consequences of decisions;
•
the interests of employees;
•
relationships with suppliers, customers and partners;
•
the impact of the Group’s operations on communities and the environment;
•
the need to maintain high standards of business conduct; and
•
the need to act fairly between shareholders.
Further information on environmental and community matters is set out in the Sustainability Review on pages 9 to 10
and governance matters are described in the Corporate Governance Statement on pages 13 to 17.
Shareholders and Lenders
The Board seeks to build a stable and supportive shareholder base aligned with the Company’s strategy and long-
term objectives. Regular communication with shareholders and lenders takes place through investor meetings, market
announcements, presentations, website disclosures and direct engagement.
Key matters discussed during the year included financial performance, balance sheet restructuring, capital allocation,
and the Company’s development and growth strategy.
Key engagement activity during the year included:
•
Progress towards the restructuring of the Trafigura senior debt facility, overriding royalty interest and deferred
consideration arrangements
•
Regular investor calls, presentations and online interviews
29
Stakeholders Engagement
Joint Venture Partners
The Group works closely with its joint venture partners to ensure that assets are operated safely, efficiently and in a
manner that maximises long-term value. Open and collaborative engagement supports effective planning, budgeting
and operational delivery.
Key matters include:
•
Operational performance and health, safety and environmental standards
•
Work programmes and budgets
Key engagement during the year:
•
Partner support for the workover and planned reinstatement of the BRX4Z well at Brockham.
Customers & Suppliers
Angus maintains long-term relationships with its customers and key suppliers, recognising the importance of reliability,
cost control and service quality in delivering stable operations. The Group works closely with suppliers to plan
maintenance, manage contracts and ensure operational continuity.
Key matters include:
•
Security of supply and operational reliability
•
Contract management and cost efficiency
Key engagement during the year:
•
Agreement of long-term service contracts for the maintenance and operation of the Saltfleetby gas processing
facilities
Workforce
The Group’s success depends on the skills, commitment and engagement of its employees and contractors. The Board
seeks to foster a culture of open communication, accountability and continuous improvement.
Key matters include:
•
Strategy and business performance
•
Corporate culture and diversity of thought
Key engagement during the year:
•
Regular production and strategy updates
•
Weekly management calls
•
Employee participation in corporate social responsibility initiatives
30
Stakeholders Engagement
Government & Regulators
Maintaining constructive relationships with regulators and government bodies is essential to the Group’s licence to
operate. The Company engages openly with the North Sea Transition Authority, the Environment Agency, the Health and
Safety Executive and relevant local authorities.
Key matters include:
•
Regulatory compliance and licence management
•
Planning and permitting processes
•
Legislative and policy developments
Key engagement during the year:
•
Planning approval for the workover of the BRX4Z well at Brockham
Communities & Environment
The Group is committed to operating responsibly, protecting the environment and maintaining positive relationships
with local communities. Operations are designed to minimise environmental impact, ensure safety and promote
transparency.
Key matters include:
•
Environmental monitoring and compliance
•
Health and safety performance
•
Community engagement and responsiveness
Regular engagement with the Environment Agency and the Health and Safety Executive is maintained through operational
and regulatory meetings.
Key engagement during the year:
•
No reportable environmental or health and safety incidents
•
Continued engagement with local communities in operating areas
Having regard to the matters set out above, the Directors consider that the decisions taken during the year were made
with due regard to the long-term success of the Company and the interests of its key stakeholders. In particular, the
Board’s focus on financial restructuring, operational stability and governance renewal was undertaken to protect and
enhance the Company’s ability to create sustainable value for shareholders, while continuing to meet its obligations to
employees, partners, regulators, local communities and the environment.
The Board remains committed to maintaining open and constructive engagement with stakeholders as the Group
moves into its next phase of development and growth.
31
Independent Auditor’s Report To The
Members of Angus Energy Plc
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 2025, which comprise:
the Consolidated statement of comprehensive income for the year ended 30
September 2025;
the Consolidated and Parent Company statements of financial posi on as at 30
September 2025;
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 material accoun ng policies.
The financial repor ng framework that has been applied in the prepara on of the Group
financial statements is in accordance with UK-adopted interna onal accoun ng standards.
The financial repor ng framework that has been applied in the prepara on of the Parent
Company financial statements is applicable law and United Kingdom Accoun ng Standards,
including Financial Repor ng Standard 102 ‘The Financial Repor ng Standard applicable in
the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accoun ng Prac ce).
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 2025 and of the Group’s profit for the year then
ended;
the Group financial statements have been properly prepared in accordance with
UK-adopted interna onal accoun ng standards;
the Parent Company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accoun ng Prac ce; 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 Interna onal Standards on Audi ng (UK) (ISAs
(UK)) and applicable law. Our responsibili es under those standards are further described in
the Auditor’s responsibili es for the audit of the financial statements sec on 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 en es, and we have fulfilled our other ethical
responsibili es 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 aen on to note 3.3 in the financial statements, which iden fies that the Group
and Parent Company are reliant on the ability to generate working capital from their
producing assets in order to meet their obliga ons under the Group’s deriva ve agreements.
32
Independent Auditor’s Report To The
Members of Angus Energy Plc
This assumes the successful comple on of workovers and the drilling of a fourth well at
Sal leetby. There is also reliance on the successful comple on of refinancing and
restructuring of their borrowings facili es. As stated in note 3.3, these events or condi ons,
along with the other ma ers 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 con nue as a
going concern. Our opinion is not modified in respect of this ma er.
In audi ng the financial statements, we have concluded that the Directors’ use of the going
concern basis of accoun ng in the prepara on of the financial statements is appropriate. Our
evalua on of the Directors’ assessment of the Group’s and Parent Company’s ability to
con nue to adopt the going concern basis of accoun ng included:
•
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.
•
Reviewing the accuracy of past budgets by compared to the actual result.
•
Checking the numerical accuracy of management’s detail cash flow analysis.
•
Challenging management on the assump ons, including produc on levels, gas price and
capital and opera ng expenditure, underlying those detail cash flow analysis and
sensi sed them to reduce an cipated net cash inflows from future trading ac vi es.
•
Obtained the latest management results post year end to review how the Group and
Parent Company are trending toward achieving the forecast.
•
Performed sensi vity analysis on key inputs of the forecast by calcula ng the impact of
various scenarios and considering the impact on the Group and Parent Company’s ability
to con nue as a going concern in the event that a downward scenario occurs.
•
Reviewed post year end produc on levels against budgeted amounts.
•
Assessed and challenged the completeness of ma ers contribu ng to the material
uncertainty in management's assessment
•
Assessing the completeness and accuracy of the ma ers described in the going concern
disclosure within the accoun ng policies as set out in Note 3.3.
Our responsibili es and the responsibili es of the directors with respect to going concern
are described in the relevant sec ons 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 tes ng
and to evaluate the impact of misstatements iden fied.
Based on our professional judgement, we determined overall materiality for the Group
financial statement is £1,000,000 (2024: £1,000,000) which is based on approximately 2.5%
of Group net assets. 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 tes ng 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 en ty risk and our
evalua on of the specific risk of each audit area having regard to the internal control
33
Independent Auditor’s Report To The
Members of Angus Energy Plc
environment. This is set at £700,000 (2024: £700,000) for the Group and £350,000 (2024:
£350,000) for the Parent Company.
We agreed with the Audit Commi ee to report to it all idenfied errors in excess of £50,000
(2024: £50,000). Errors below that threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitave 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 profit before tax by the Group audit team.
Key Audit Ma
ers
Key audit ma ers are those ma ers 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
idenfied. These ma ers included those which had the greatest effect on: the overall audit
strategy, the allocaon of resources in the audit; and direcng the efforts of the engagement
team. These ma ers 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 ma ers. We set out below, together with the material uncertainty related to going
concern above, those ma ers we idenfied as key audit ma ers.
This is not a complete list of all risks idenfied by our audit.
Key audit maer
How the scope of our audit addressed the key
audit maer
Carrying value of oil & gas
producon assets (note 10)
At 30 September 2025, the
carrying value of oil & gas
producon assets was £68.0
million (2024: £70.9 million).
Management performed a
review for indicaons of
impairment to its producing
assets as of 30 September
2025
and
idenfied
impairment indicators. They
then assessed the recoverable
amount of the Salleetby,
Brockham and Lidsey assets.
Management concluded that
no further impairment is
required as of the reporng
We evaluated management’s assessment of
indicators of impairment and recoverability
assessment for the Group’s oil & gas producon
assets. We have:
assessed the design and implementaon of
controls over management’s assessment of
impairment.
tested price and discount rate assumpons by
comparing forecast oil and gas price
assumpons to the latest market evidence
available.
We
involved
our
Valuaons
specialists in challenging the discount rate
applied by management;
reviewed the sensivity analysis prepared by
management on key assumpons including
commodity price, producon levels and
discount rates.
tested the expected producon profiles by
comparing to recent producon levels and to
those included in the Competent Person’s
date
Reports.
34
Independent Auditor’s Report To The
Members of Angus Energy Plc
Management’s considera on
of impairment requires them
to make certain es mates and
judgements. These ma ers
are considered to make this a
key audit ma er.
assessed the experts used by management in
preparing the Competent Person’s Reports
(CPR) on the oil and gas reserves, par cularly
focused on the independence, competency
and objec vity of the experts.
tested the mathema cal accuracy of the
forecast cash flows and the assump ons used
within the cash flow projec on model.
assessed the quality of management’s previous
budgets and forecasts by comparing them to
actual performance; and
We considered the adequacy of the disclosure
to the financial statements.
Carrying value of explora on
and evalua on (E&E) assets
(note 11)
At 30 September 2025, the
carrying value of explora on
and evalua on assets was
£5.5
million
(2024:
£5.5
million).
The assets relate to the
Balcombe site, which is s ll in
the
explora on
and
evalua on phase as technical
and economic feasibility have
yet to be established.
At each repor ng 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’ considera on
of the impairment indicators
requires them to make
certain judgements and may
include certain es mates.
We performed the following procedures as part of
our audit of management’s assessment of the
carrying value of explora on and evalua on assets:
•
We assessed the design and implementa on of
controls over the impairment assessment process.
•
We obtained a copy of the Balcombe licence
and performed procedures to confirm the Group’s
control of the licence, and that it remains valid.
•
We made specific enquiries of the directors and
key staff involved in the explora on work, and
reviewed the Group’s budgets to determine if
further explora on work is planned.
•
We considered other ma ers detailed within
IFRS 6 that may give rise to an indica on of
impairment.
•
We reviewed the adequacy of disclosures in the
financial statements in rela on to the impairment
considera on.
35
Independent Auditor’s Report To The
Members of Angus Energy Plc
These ma ers are considered
to make this a key audit
ma er.
Carrying
value
of
Parent
Company
investment
in
subsidiaries (note 5 to Parent
Company accounts)
At 30 September 2025, the
Parent
Company
has
investment in its subsidiaries
of £47.9m (2024: £47.2m).
Management are required to
consider
indica ons
of
impairment
to
the
investments. Where indicators
of impairment are iden fied,
an impairment assessment
should be performed, which
requires management to make
a number of judgements and
es mates.
Management
iden fied
indica ons of impairment as of
30 September 2025, including
the market capitaliza on of
the Company being lower than
the carrying value of the
investments.
Management
then
performed
an
impairment assessment, the
results of which did not
iden fy any impairment in
rela on to the investment in
subsidiaries.
We performed audit procedures including the
following in rela on to management’s assessment:
• In assessing whether impairment was required,
our work was substan ally the same as described in
the impairment considera on for oil and gas assets
above, as the recoverability of the investment
values is closely linked to these assets.
36
Independent Auditor’s Report To The
Members of Angus Energy Plc
Our audit procedures in rela on to these ma ers 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
ma ers individually and we express no such opinion.
Other informa on
The directors are responsible for the other informa on contained within the annual report.
The other informa on comprises the informa on 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 informa on 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 informa on and, in doing so, consider whether the
other informa on is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If we iden fy 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 informa on, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other ma er prescribed by the Companies Act 2006
•
In our opinion based on the work undertaken in the course of our audit the
informa on 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.
Ma ers on which we are required to report by excep on
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 iden fied material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following ma ers where the Companies Act
2006 requires us to report to you if, in our opinion:
•
adequate accoun ng 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
accoun ng records and returns; or
•
certain disclosures of directors' remunera on specified by law are not made;
or
•
we have not received all the informa on and explana ons we require for our
audit.
37
Independent Auditor’s Report To The
Members of Angus Energy Plc
Responsibili es of the directors for the financial statements
As explained more fully in the directors’ responsibili es statement set out on page 27, the
directors are responsible for the prepara on of the financial statements and for being
sa sfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the prepara on of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the
Group’s and Parent Company’s ability to con nue as a going concern, disclosing, as
applicable, ma ers related to going concern and using the going concern basis of
accoun ng unless the directors either intend to liquidate the Group or the Parent Company
or to cease opera ons, or have no realis c alterna ve but to do so.
Auditor’s responsibili es for the audit of the financial statements
Our objec ves 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.
Irregulari es, including fraud, are instances of non-compliance with laws and regula ons.
We design procedures in line with our responsibili es, outlined above, to detect material
misstatements in respect of irregulari es, including fraud. The extent to which our
procedures are capable of detec ng irregulari es, including fraud, is detailed below:
We iden fied the significant laws and regula ons pertaining to the Group included the
terms of their oil and gas licences, the financial repor ng framework, tax legisla on and the
AIM lis ng rules.
Our audit procedures included:
•
enquiry of directors about the Company’s policies, procedures and related
controls regarding compliance with laws and regula ons 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 regula ons iden fied 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. Our work included direct enquiry of the Company Secretary who
oversees all legal proceedings, reviewing Board and relevant commi ee
minutes and inspec on of correspondence.
•
We tested the appropriateness of journal entries recorded in the general
ledger and other adjustments made in the prepara on of the Financial
Statements
38
Independent Auditor’s Report To The
Members of Angus Energy Plc
•
We used data analy c techniques to iden fy any unusual transac ons or
unexpected rela onships, including considering the risk of undisclosed related
party transac ons; and
•
Reviewing accoun ng es mates for biases and financial statement disclosures and
agreeing to surround informa on.
Owing to the inherent limita ons 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 poten al effects of inherent limita ons are par cularly significant in the case of
misstatement resul ng from fraud because fraud may involve sophis cated and carefully
organised schemes designed to conceal it, including deliberate failure to record
transac ons, collusion or inten onal misrepresenta ons being made to us.
A further descrip on of our responsibili es for the audit of the financial statements is
located
on
the
Financial
Repor ng
Council’s
website
at:
www.frc.org.uk/auditorsresponsibili es. This descrip on 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 ma ers we are required to
state to them in an auditor's report and for no other purpose. To the fullest extent
permi ed 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: 8 April 2026
39
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 SEPTEMBER 2025
Revenue
Cost of Sales
Depletion cost
Gross profit
Administrative expenses
Impairment charge
Share based payment
Operating profit/(loss)
Derivative financial instrument profit
Realised Derivative cost
Finance cost
Profit/(loss) for the year before taxation
Taxation
(Loss)/profit for the year
Total comprehensive profit/loss for the year
(Loss)/profit for the year attributable to:
Owners of the parent company
Total comprehensive profit attributable to:
Owners of the parent company
(Loss)/earnings per share (LPS)/EPS)
attributable to owners of the parent:
Basic (LPS)/EPS (in pence)
Diluted (LPS)/EPS (in pence)
Notes
5
10
16
22
22
7
9
18
2025
£’000
18,010
(6,393)
(6,320)
5,297
(2,931)
-
(400)
1,966
9,112
(7,352)
(3,583)
143
-
143
143
143
143
143
0.003
0.003
2024
£'000
21,802
(7,334)
(8,732)
5,736
(3,253)
(4,770)
(410)
(2,697)
10,822
(8,322)
(4,104)
(4,301)
-
(4,301)
(4,301)
(4,301)
(4,301)
(4,301)
(0.10)
(0.10)
The notes on page 43 to 77 form part of these financial statements
40
ASSETS
Non-current assets
Property, plant and equipment
Exploration and evaluation assets
Oil & gas production assets
Lease assets
Total non-current assets
Current assets
Trade and other receivables
AFS financial investments
Lease assets
Cash and cash equivalents
Total current assets
TOTAL ASSETS
EQUITY
Equity attributable to owners of the parent:
Share capital
Share premium
Merger reserve
Accumulated loss
TOTAL EQUITY
Current liabilities
Trade and other payables
Loans payable - current
Derivatives liability
Total current liabilities
Non-current Liabilities
Provisions
Trade and other payables
Loan payable – non-current
Derivatives liability
Total non-current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
Notes
11
10
14
13
15
15
17
19
21
22
20
19
21
22
2025
£’000
35
5,464
68,010
55
73,564
2,514
2
38
1,116
3,670
77,234
9,974
48,606
(200)
(17,555)
40,825
9,178
18,737
1,780
29,695
6,634
80
-
-
6,714
36,409
77,234
2024
£'000
6
5,456
70,951
5
76,418
3,374
5
1
2,163
5,543
81,961
8,844
48,412
(200)
(18,368)
38,688
8,315
3,380
10,702
22,397
5,698
-
14,988
190
20,876
43,273
81,961
The notes on page 43 to 77 form part of these financial statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
41
Balance at 30 September 2023
Profit for the year
Total comprehensive income
for the year
Transaction with owners
Issue of shares
Less: issuance costs
Grant of share options
Grant of Warrant as fund raise
and finance costs
Balance at 30 September 2024
Loss for the year
Total comprehensive income
for the year
Transaction with owners
Issue of shares
Less: issuance costs
Grant of share options
Grant of Warrant as finance costs
Balance at 30 September 2025
7,254
-
-
1,590
-
-
-
8,844
-
-
1,130
-
-
-
9,974
The notes on page 43 to 77 form part of these financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 SEPTEMBER 2025
45,500
-
-
2,919
(7)
-
-
48,412
-
-
194
-
-
-
48,606
(200)
-
-
-
-
-
-
(200)
-
-
-
-
-
-
(200)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(15,295)
(4,301)
(4,301)
-
-
410
818
(18,368)
143
143
-
-
400
270
(17,555)
(94,456)
117,810
117,810
4,509
(7)
410
818
38,688
143
143
1,324
-
400
270
40,825
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Loan Note
reserves
£’000
Accumulated
loss
£’000
Total
equity
£’000
42
Cash flow from operating activities
(Loss)/profit for the year before taxation
Adjustment for:
Derivative financial instrument profit
Share option charge
Grant of Warrants as finance costs
Interest payable
Depletion charge
Impairment of Oil & Gas Production asset
Lease amortization charges
Write-off Inventory
Write off of property, plant and equipment
Write off of Exploration and Evaluation assets
Depreciation on Right-of-use assets
Lease interest expense
Investment revaluation
Depreciation of owned assets
Cash generated from/(used in) operating activities
before changes in working capital
Change in trade and other receivables
Change in other payables and accruals
Cash used in operating activities before tax
Income tax paid
Net cash flow generated from operations
Cash flow from investing activities
Payment of deferred consideration
Acquisition of plant and equipment
Acquisition of exploration and evaluation assets
Acquisition of oil and gas production assets
Net cash flow used in investing activities
Cash flow from financing activities
Repayment of loan facility
Drawdown of loans, net of transaction costs
Transaction cost on loan issue
Lease principal repayment
Interest paid on lease
Proceeds from the issuance of shares
Interest paid
Net cash flow generated from financing activities
Net (decrease)/increase in cash & cash equivalents
Cash and cash equivalent at beginning of year
Cash and cash equivalent at end of year
Year ended 30
September 2025
£’000
143
(9,112)
400
283
3,300
6,320
-
-
-
-
-
-
-
3
10
1,347
860
820
3,027
-
3,027
-
(50)
-
(2,433)
(2,483)
-
-
-
-
-
-
(1,591)
(1,591)
(1,047)
2,163
1,116
Year ended 30
September 2024
£’000
(4,301)
(10,822)
410
818
3,284
8,732
4,770
-
-
5
192
20
2
6
6
3,122
(398)
402
3,126
-
3,126
(2,357)
-
(18)
(3,479)
(5,854)
(8,872)
14,885
(548)
(22)
(2)
-
(2,722)
2,719
(9)
2,172
The notes on page 43 to 77 form part of these financial statements
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 30 SEPTEMBER 2025
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 and interpretations issued but not yet effective
The Directors have considered new standards, amendments and interpretations that have been issued but are not yet
effective and that may be relevant to the Group. The Directors do not expect these to have a material impact on the
Group’s financial statements. The standards assessed include those relating to presentation and disclosure, supplier
finance arrangements and the classification of liabilities, where applicable. The Group will adopt new requirements
when they become effective.
3.3 Going concern
Cash generation during the year continued to be driven primarily by gas production from the Saltfleetby field. The Group
recorded a profit of £0.14 million for the year. EBITDA for the period was £8.3 million (2024: £10.8 million). The Group
recognised a derivative profit of £9.1 million, reflecting movements in forward gas prices used to value the Group’s
derivative arrangements as at 30 September 2025 These instruments will settle over time through future cash payments
as gas production is delivered under the associated arrangements (see Note 22). The fair value movement recognised
during the year is non-cash in nature and reflects the revaluation of future settlement obligations rather than current
period operating cash flows.
At 30 September 2025, the Group held cash of £1.1 million. During the year, the Group raised £1.0 million through the issue
of new ordinary shares to support the settlement of outstanding liabilities. In addition, on 27 February 2024 the Company
agreed the refinancing of its existing debt with a subsidiary of Trafigura Group Pte Ltd (“Trafigura”). The Company
subsequently entered into definitive loan documentation and drew down the full £20 million facility (see Note 21), which
was used to repay existing debt, stabilise the Group’s creditor position and provide funding for ongoing operations
and planned capital expenditure at the Saltfleetby and Brockham fields. Trafigura has not demanded repayment of the
facility and continues to work with the Company in respect of the proposed refinancing and restructuring arrangements.
Subsequent to the reporting date, the Company has been progressing the refinancing and restructuring of its financing
arrangements with Trafigura, the counterparties to the Overriding Royalty Interest attached to the Saltfleetby Gas Field
and Forum Energy Services Limited in respect of the deferred consideration relating to the acquisition of Saltfleetby
Energy Limited. The Company has reached agreement in principle on the key commercial terms of the proposed
restructuring and is currently working with the relevant parties and its advisers to finalise the definitive documentation
required to implement these arrangements. The lenders have continued to engage constructively with the Company
44
during these discussions.
The Directors have prepared detailed cash flow forecasts covering a period of at least 12 months from the date of
approval of these financial statements. In assessing going concern, the Directors considered the Group’s forecast
revenues, operating costs, financing obligations and committed capital expenditure, together with a number of
reasonably plausible downside scenarios, including potential delays to expected future production.
In making this assessment, the Directors considered the current performance of the Saltfleetby gas field, including
the commissioning of the booster compressor and ongoing production optimisation activities, as well as the Group’s
obligations under the Trafigura debt facility and the derivative instruments, which remain payable even in the event of
production delays (see Note 22), and the ongoing discussions with lenders regarding the proposed refinancing and
restructuring of the Group’s financing arrangements.
The Group’s forecast cash flows are sensitive to any prolonged interruption to gas production. Current production levels
exceed the volumes required to settle the derivative instruments; however, should there be a significant or sustained
disruption to production, or a breach of financing covenants, the Group may be required to seek waivers from Trafigura
or additional funding.
Based on the Directors’ current expectations, including forecast production, commodity prices, operating costs and
the availability of funding under the Trafigura facility, the Directors consider that the Group has sufficient resources
to continue in operational existence for a period of at least 12 months from the date of approval of these financial
statements. Accordingly, the Directors have prepared the financial statements on a going concern basis.
Notwithstanding the Directors’ expectation that the proposed refinancing and restructuring will be successfully
completed, the Group’s dependence on continued gas production, compliance with financing arrangements and the
successful completion of the proposed restructuring gives rise to a material uncertainty that may cast significant doubt
on the Group’s ability to continue as a going concern. While recently completed workovers have been successfully
undertaken and support current production levels, the Group plans to drill an additional well which is expected to further
support production and enhance liquidity headroom.
These financial statements do not include any adjustments that would be required if the Group or the Company were
unable to continue as 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 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. E&E assets are assessed for impairment in accordance
with IFRS 6, and any impairment loss is recognised in profit or loss. When development is sanctioned and proved and
probable reserves have been determined, the relevant E&E expenditure is transferred to oil and gas production assets
within property, plant and equipment.
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
Financial assets at amortised cost
Financial assets are recognised initially at fair value plus directly attributable transaction costs (except for financial
assets at fair value through profit or loss). Financial assets measured at amortised cost are subsequently measured
using the effective interest method and are subject to expected credit loss impairment in accordance with IFRS 9.
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 costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised as part of the cost of that asset in accordance with IAS 23. Capitalisation commences when expenditures
and borrowing costs are being incurred and activities necessary to prepare the asset for its intended use are in progress,
and ceases when substantially all such activities are complete. Other borrowing costs are recognised in profit or loss
as incurred.
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. Gains and losses arising from changes in the fair value of derivatives are recognised in profit or loss
within the statement of profit or loss and other comprehensive income. The Group does not apply hedge accounting.
Further information on the Group’s derivative instruments and valuation is set out in 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.
Derivatives are measured at fair value using valuation techniques that incorporate observable market inputs and are
classified within Level 2 of the fair value hierarchy. For other financial assets and liabilities measured at amortised
cost, the carrying amounts are considered to approximate fair value where the instruments are short term or reprice
frequently.
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
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.
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 equivalents
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 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 the 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.
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
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.
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 2025 were approximately £68.0 million (2024: £70.9 million) and £5.4 million (2024: £5.4 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; however, the Group’s forecasts remain sensitive to
any prolonged interruption to gas production and the timing of cash flows relative to settlement obligations. In the event
of significant production delays or covenant breaches, the Group may be required to seek waivers or additional funding.
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 Directors consider the going concern basis appropriate,
subject to the material uncertainty disclosed in Note 3.3.
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
In connection with the refinancing of the Mercuria facility with Trafigura in February 2024, the existing Mercuria hedging
arrangements were novated and restructured with Trafigura, resulting in an additional credit cost 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
The Group’s principal revenue is derived from the sale of natural gas and oil produced from its UK onshore assets. All
revenue arose from continuing operations within the United Kingdom.
The Chief Operating Decision Maker (“CODM”), being the Board of Directors, reviews financial performance on a
consolidated basis and does not receive discrete financial information for individual fields or assets. Accordingly, the
Group has determined that it operates as a single operating and geographical segment for the purposes of IFRS 8
Operating Segments.
Revenue is generated from the following sources:
Sale of oil
Sale of natural gas
2025
£’000
1,446
16,564
18,010
2024
£’000
1,721
20,081
21,802
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
All of the Group’s non-current assets are located in the United Kingdom.
Major customers
For the year ended 30 September 2025, sales of natural gas to Trafigura Group Pte Ltd represented more than 90% of
the Group’s total revenue (2024: more than 90%). No other customer represented 10% or more of total Group revenue
in either period.
6. Operating profit
Operating profit is stated after charging:
Adjusted operating result
The Group presents an adjusted operating result to provide additional information on underlying operating performance
by excluding non-cash and non-operating items arising from the remeasurement of derivative financial instruments. This
measure is not defined under IFRS and may not be comparable with similar measures presented by other companies.
The adjusted operating result is reconciled to profit/(loss) after tax as follows:
In 2025, the Group recorded a significant non-cash fair value gain on derivative instruments reflecting higher forward
gas prices. Excluding this item, the Group delivered a materially improved underlying performance.
Depreciation of owned assets
Employee benefit expense
Auditor’s remuneration
Fees payable to the Company’s auditor in respect of the audit of
the Parent Company and the consolidated financial statements
2025
£’000
10
1,839
77
77
2024
£’000
6
2,177
73
73
Profit/(loss) after tax
Derivative financial instrument (profit)/loss
Adjusted profit/(loss) after tax
2025
£’000
143
9,112
9,255
2024
£’000
(4,301)
(10,822)
(15,123)
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. Finance cost
Finance costs for the year comprise:
Other finance costs
Other finance costs primarily comprise:
•
commitment and arrangement fees on the Trafigura facility
•
interest on crystallised and deferred hedge settlement balances
•
amortisation of financing transaction costs
The decrease in other finance costs in 2025 primarily reflects the refinancing of the Mercuria loan and associated
derivative facilities into the Trafigura facility in the prior year.
The Group is progressing discussions with Trafigura regarding the potential refinancing and restructuring of the facility
subsequent to the reporting date. Further details are disclosed in Note 27.
8. Employee benefit expense
The Group’s employee benefit expense for the year comprises:
These amounts relate to employees other than Directors.
Directors’ remuneration for the year totaled £598,000 (2024: £609,000), comprising salaries and fees, and is disclosed
in detail in the Directors’ Remuneration Report. For the purposes of IAS 24, key management personnel comprise the
Directors of the Company.
Average number of employees
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
Loss on revaluation of AFS investment
Other finance costs
Loan interest expense
2025
£’000
3
349
3,231
3,583
2024
£’000
6
1,376
2,722
4,104
Wages and salaries (excluding Directors)
Social security costs (excluding Directors)
2025
£’000
1,569
270
1,839
2024
£’000
1,895
282
2,177
The average number of employees during the year was:
Director
Management
Operators
2025
Number
5
10
11
26
2024
Number
4
12
11
27
54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. Taxation on ordinary activities
No liability to corporation tax arose for the years ended 30 September 2025 or 30 September 2024 due to the availability
of brought-forward tax losses and capital allowances within the relevant ring-fenced entities.
The Group’s tax charge comprises only UK corporation tax. There are no overseas operations.
Reconciliation of effective tax rate
Profit / (loss) before tax
Tax at UK ring-fence corporation tax rate of 40% (2024: 40%)
Adjustments for:
Non-deductible expenses
Movements in temporary differences not recognised
Utilisation of brought-forward losses
Unrecognised deferred tax
Tax charge / (credit)
2025
£’000
143
(57)
2,393
-
(2,450)
2024
£’000
(4,301)
(1,720)
6,803
-
(5,083)
At 30 September 2025, the Group had tax losses of approximately £178 million (2024: £166.4 million) available for
offset against future taxable profits of the subsidiaries in which those losses arose.
These losses primarily relate to UK ring-fenced oil and gas activities and include losses acquired on the acquisition of
Saltfleetby Energy Limited. Under UK tax rules, these losses are not transferable between Group entities and can only be
utilised against future profits of the relevant subsidiary.
No deferred tax asset has been recognised in respect of these losses, as the Directors consider that there is insufficient
certainty at the reporting date that taxable profits will be available in the relevant entities against which the losses can
be utilised in the foreseeable future, in accordance with IAS 12.
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. Oil and gas production assets
Interests in producing assets
At 30 September 2025 the Group held:
•
100% of the Saltfleetby Gas Field
•
80% of the Brockham Oil Field
•
80% of the Lidsey Oil Field
The Group remains operator of all fields.
Reconciliation of additions to cash capital expenditure
Cost or valuation
At 1 October 2023
Additions
Increase abandonment provision
At 30 September 2024
Additions
Increase abandonment provision
At 30 September 2025
Depreciation and impairment
At 1 October 2023
Impairment of asset
Charge for the year
At 30 September 2024
Impairment of asset
Charge for the year
At 30 September 2025
Net book value
At 30 September 2024
At 30 September 2025
Total
£’000
93,952
3,479
726
98,157
2,450
929
101,536
13,704
4,770
8,732
27,206
-
6,320
33,526
70,951
68,010
£’000
2,450
(17)
2,433
Additions to oil and gas production assets (Note 10)
Less: other non-cash movements and accrual adjustments
Cash expenditure on oil and gas production assets (cash flow statement)
56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Impairment Review
The Group tests oil and gas production assets for impairment when indicators exist, in accordance with IAS 36. Each
field represents a separate cash-generating unit (“CGU”).
The recoverable amount is determined based on value-in-use calculations using discounted cash flow models over the
economic life of each field.
The key assumptions used were:
Production profiles reflect current reservoir models and operating plans, assuming facilities operate at efficient capacity
over field life. 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.
Reserves and production profiles
Commercial reserves represent 2P (proved and probable) reserves on an entitlement basis. These underpin depreciation
calculated using the Unit-of-Production (UOP) method.Reserve and production estimates are prepared internally and
reviewed by management using operator data and external competent person inputs.
Impairment conclusion (2025)
Management assessed each producing CGU using updated production forecasts, pricing assumptions and operating
costs. No impairment charge was recognised in 2025.
Sensitivity analysis
The recoverable amounts were most sensitive to commodity prices and discount rates.
The following movements would give rise to impairment:
•
Saltfleetby: gas prices would need to fall by ~5% below the base assumption
•
Brockham: oil prices would need to fall by ~5% below the base assumption
An increase of:
•
2.5% in the Saltfleetby discount rate, or
•
15% in the Brockham discount rate
would also result in impairment.
Post-tax discount rate
Natural gas price (per Therm)
Brent oil price (per barrel)
Growth rate
2025
10%
£0.80
$70
0%
2024
10%
£0.86
$83
0%
57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11.Exploration and evaluation assets
Nature of E&E assets
Exploration and evaluation (“E&E”) assets comprise capitalised costs relating to the acquisition, exploration and appraisal
of oil and gas licences and prospects prior to the determination of commercial reserves. E&E assets are carried on a
field-by-field basis and are not amortised until technical feasibility and commercial viability of extraction have been
established, at which point the assets are transferred to oil and gas production assets.
Impairment assessment
In accordance with IFRS 6, the Group assesses exploration and evaluation (“E&E”) assets for impairment when facts and
circumstances indicate that their carrying amount may not be recoverable.
During the year, planning consent for extended testing at the Balcombe site, which had previously been granted in
October 2023, was subject to judicial challenge. In April 2025, the High Court ruled in favour of the Company, confirming
the validity of the consent. However, due to the prolonged uncertainty created by the legal challenge, the Company was
unable to complete the detailed engineering, procurement and contracting work required to commence the well test and
the existing planning consent will expire before it can be activated.
Accordingly, the Group intends to submit a revised planning application following completion of a technical review of
the site and updated development plan. Management considers this to represent a timing and procedural matter rather
than a loss of technical or commercial viability of the underlying asset.
In assessing whether this situation constituted an impairment indicator under IFRS 6, the Directors considered:
•
the outcome of the High Court decision;
•
the continued retention of the licence;
•
the technical viability of the reservoir;
•
management’s intention to resubmit a revised plan; and
•
the strategic importance of the asset within the Group’s portfolio.
Based on this assessment, the Directors concluded that the asset continues to have future economic potential and
that no impairment indicator existed at 30 September 2025. Accordingly, no impairment of E&E assets was recognised
during the year.
Cost or valuation
At 1 October 2023
Additions
Increase abandonment provision
Disposal
At 1 October 2024
Additions
Increase abandonment provision
At 30 September 2025
Total
£’000
5,628
18
2
(192)
5,456
-
8
5,464
58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. Subsidiaries
The Group’s subsidiaries at 30 September 2025 are set out below. All subsidiaries are incorporated and operate in the
United Kingdom unless otherwise stated.
* Angus Energy Weald Basin No.3 Limited is held indirectly through Angus Energy Weald Basin No.2 Limited.
The registered office address of the respective entity as follow:
13. Financial investments at fair value through profit or loss
The Group holds an equity investment in Alba Mineral Resources Plc, an AIM-quoted company. The investment comprises
12,407,910 ordinary shares.
Under IFRS 9 – Financial Instruments, this investment is classified as an equity instrument measured at fair value
through profit or loss (“FVTPL”), as the Group has not elected to present fair value movements in other comprehensive
income.
The fair value is determined using the quoted bid price of Alba Mineral Resources Plc shares on AIM at the reporting
date.
The fair value losses are included within finance costs in the consolidated statement of comprehensive income (see
Note 7).
Name of subsidiary/ place of incorporation
Angus Energy Holdings UK Limited
Angus Energy Weald Basin No.1 Limited
Angus Energy Weald Basin No.2 Limited
Angus Energy Weald Basin No.3 Limited*
Angus Energy North America Limited
Saltfleetby Energy Limited
Principal activity
Investment holding company
Investment holding company
Investment holding company
Oil extraction for distribution to third parties
Dormant company
Natural Gas Extraction
Registered address
Building 3 Chiswick Park, 566 Chiswick High
Road, London, W4 5YA.
5 South Charlotte Street, Edinburgh, Scot
land, EH2 4AN
Name of subsidiary
Angus Energy Weald Basin No.2 Limited
Angus Energy North America Limited
Saltfleetby Energy Limited
Angus Energy Holdings UK Limited
Angus Energy Weald Basin No.1 Limited
Angus Energy Weald Basin No.3 Limited
Movement in fair value:
At 1 October
Loss on revaluation for the year
At 30 September
2025
£’000
5
(3)
2
2024
£’000
11
(6)
5
59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. Trade and other receivables
All trade and other receivables are expected to be recovered within twelve months. The carrying amounts of trade and
other receivables approximate their fair values due to their short-term nature.
Based on the credit quality of counterparties, payment history and forward-looking information, the Directors consider
that no material expected credit loss provision is required at either reporting date.
15. Share capital and Share Premium
Issued share capital:
All ordinary shares have a nominal value of £0.002 and carry one vote per share.
Current
Accrued sales income
Amounts due from customers/farmees
Rent deposit
VAT recoverable
Other receivables
TOTAL
2025
£’000
1,173
276
150
408
507
2,514
2024
£’000
1,801
285
150
610
528
3,374
Trade and other receivables
Less: Impairment allowance
2025
£’000
2,514
-
2,514
2024
£’000
3,374
-
3,374
Ordinary share of £0.002 each
At 30 September 2023
Issue of shares 6 November 2023
Issue of shares 7 March 2024
Issue of shares 27 March 2024
Issue of shares 15 May 2024
Less: Issuance of costs
At 30 September 2024
Issue of shares 17 March 2025
At 30 September 2025
Issue price
In pence
0.66
0.4
0.4
0.3544
0.23448
Number of
shares
3,626,860,032
516,033,308
25,000,000
226,513,000
27,448,470
-
4,421,854,810
565,038,604
-
4,986,893,414
Ordinary share
capital
£’000
7,254
1,032
50
453
55
-
8,844
1,130
-
9,974
Share premium
£’000
45,500
2,374
50
453
42
(7)
48,412
194
-
48,606
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Equity issue in the year
On 17 March 2025, the Company issued 565,038,604 ordinary shares at an average price of 0.23448 pence per share
discounted at 15% in settlement of deferred consideration arising on the acquisition of Saltfleetby Energy Limited and the
accrued interest. The shares were issued in satisfaction of a contractual obligation and therefore no cash consideration
was received.
Capital structure
The Company has only one class of shares in issue: ordinary shares, which carry equal voting, dividend and capital
distribution rights.
16. Share-based payments
The Group previously operated an Enterprise Management Incentive (EMI) scheme and a Non-Executive Director and
Consultant Share Option Scheme (together, the “Legacy Schemes”). As a result of the size and structure of the Group
following recent growth and refinancing, the Company no longer qualifies for EMI status and the EMI scheme has
therefore been discontinued. No further awards will be made under the EMI framework.
The Board has approved the introduction of a new discretionary share-based incentive framework which will be used for
future equity awards from 2026 onwards. All future share-based awards will be made at the discretion of the Board and
subject to applicable regulatory, shareholder and governance approvals.
No new options or warrants were granted during the year ending 30 September 2025. The group recongnised share
based payment charge of approximately £0.400m (2024: £0.410) for the period relating to amortisation of options and
finance costs of £0.283m (2024: £0.817m) of warrants relating to loan arrangement in previous accounting periods.
Outstanding options and warrants
At 30 September 2025, the following share options and warrants over ordinary shares of the Company were outstanding:
No. of forfeited
instruments
during ithe year
-
(800,000)
-
-
-
(3,000,000)
-
-
-
-
(3,800,000)
-
-
-
-
Exercised
during the
year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Outstanding
as at 30
September
2025
13,626,188
250,000
8,400,000
17,200,000
18,750,000
114,500,000
70,000,000
25,000,000
30,000,000
2,500,000
300,226,188
341,633,886
150,000,000
300,000,000
791,633,886
Final expiry
dates
13 Nov 2026
13 Nov 2026
24 Aug 2028
15 Jul 2029
31 Mar 2031
9 October 2026
16 April 2033
19 Dec 2034
29 August 2034
29 August 2034
20 June 2026
24 March 2026
25 July 2026
Exercise price
£0.06
£0.09
£0.08
£0.02
£0.015
£0.02
£0.018
£0.0067
£0.0067
£0.0067
Share options
£0.0165
£0.0165
£0.015
Warrant
Outstanding as
at 01 Oct 2024
13,626,188
1,050,000
8,400,000
17,200,000
18,750,000
117,500,000
70,000,000
25,000,000
30,000,000
2,500,000
304,026,188
341,633,886
150,000,000
300,000,000
791,633,886
Granted during
the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Summary of outstanding equity instruments
At 30 September 2025:
•
Share options outstanding: 300,226,188
•
Warrants outstanding: 791,633,886
•
Total potential ordinary shares from dilutive instruments: 1,091,860,074
No options or warrants were exercised during the year (2024: nil). A total of 3,800,000 options were forfeited during the
year.
Valuation and IFRS 2 disclosure
The weighted average exercise price of options and warrants outstanding at 30 September 2025 was £0.01711 (2024:
£0.01717). The weighted average remaining contractual life was 3.5 years (2024: 5.0 years).
The weighted average fair value of options at grant date was £0.0020 (2024: £0.0067). No new grants were made in
the year; therefore, no additional IFRS 2 charge arose in respect of equity-settled share-based payments during 2025.
All outstanding awards relate to legacy grants and are subject only to service-based vesting conditions. No market-
based or performance conditions remain outstanding.
17. Reserves
Merger reserve
The merger reserve arose on the acquisition of Angus Energy Holdings Limited by the Company as part of a group
reorganisation. The transaction was accounted for as a merger in accordance with the principles of common control
accounting, with the difference between the nominal value of shares issued and the carrying value of the net assets
acquired recognised in the merger reserve.
The merger reserve is not distributable and represents part of the Group’s equity attributable to shareholders.
Merger reserve
2025
£’000
(200)
2024
£’000
(200)
62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. Earnings / (Loss) per share (“EPS/(LPS)”)
Basic earnings / (loss) per share (“EPS/(LPS)”) is calculated by dividing the profit or loss attributable to equity holders
of the Company by the weighted average number of ordinary shares in issue during the year.
Diluted earnings / (loss) per share is calculated by adjusting the weighted average number of ordinary shares in issue to
assume conversion of all potentially dilutive ordinary shares. Where the effect of such potential ordinary shares is anti-
dilutive, they are excluded from the calculation.
The earnings per share information is as follows:
At 30 September 2025 (and 2024), the outstanding share options and warrants were anti-dilutive and therefore excluded
from the diluted earnings per share calculation.
Profit/(Loss) attributable to equity holders of the parent company
Weighted average number of ordinary shares
Basic EPS/(LPS) (in pence)
Profit/(Loss) attributable to equity holders of the parent company
Weighted average number of diluted ordinary shares
Diluted EPS/(LPS) (in pence)
2025
£’000
143
4,725,272,800
0.003
2025
£’000
143
4,725,272,800
0.003
2024
£’000
(4,301)
4,232,601,890
(0.10)
2024
£’000
(4,301)
4,232,601,890
(0.10)
63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19.Trade and other payables
The carrying amounts of trade and other payables approximate their fair values due to their short-term nature.
Deferred consideration – Saltfleetby Energy Limited
On 24 May 2022, the Company acquired the entire issued share capital of Saltfleetby Energy Limited from Forum Energy
Services Limited (“Forum”), resulting in 100% ownership of the Saltfleetby Gas Field. The total effective consideration
payable under the share purchase agreement was £14.1 million, of which up to £6.25 million was structured as deferred
consideration.
During the year, the Company issued ordinary shares with a value of approximately £1.324 million in partial settlement
of the deferred consideration and interest accrued, reducing the outstanding balance to £1.887 million at 30 September
2025 (2024: £2.887 million).
At the reporting date, the remaining deferred consideration had not been restructured and is presented within trade and
other payables. Subsequent to the year end, the Company has been progressing discussions with Forum Energy Services
Limited regarding a revised settlement profile for this deferred consideration. As these discussions were ongoing at the
date of approval of the financial statements, no adjustment has been made to the amounts recognised at the reporting
date. Further details are disclosed in Note 27.
Due within one year
Trade payables
Deferred consideration on Saltfleetby Energy Limited acquisition
Lease liability
Accruals
Interest payable – loan
Other payables
ORRI
Due after more than one year
Lease liabilities
2025
£’000
4,381
1,887
38
582
610
488
1,192
9,178
80
80
2024
£’000
3,637
2887
18
857
231
241
444
8,315
-
-
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Crystallised hedge balances
Trade and other payables at 30 September 2025 include £1.3 million relating to gas price swaps for the months of May
and June 2025, which crystallised into fixed cash settlement obligations and were fully invoiced by Trafigura prior to the
reporting date (see Note 22).
In addition, trade and other payables include £0.4 million relating to previously crystallised legacy hedge positions
invoiced by Trafigura. These balances accrue interest at SONIA plus 10% until settlement in accordance with the terms
of the financing arrangements.
Crystallised hedge balances that had not been invoiced at the reporting date continue to be presented within derivative
liabilities (Note 22) in accordance with IFRS 9. The crystallised hedge balances included within trade and other payables
form part of the Group’s broader debt restructuring discussions with Trafigura. These discussions were ongoing at the
reporting date and continue to progress subsequent to the year end (see Notes 22 and 27).
The crystallised hedge balances included within trade and other payables form part of the Group’s broader debt
restructuring discussions with Trafigura. These discussions were ongoing at the reporting date and continue to progress
subsequent to the year end (see Notes 22 and 27).
Overriding Royalty Interest (ORRI)
The ORRI represents a contractual entitlement to a share of gross production revenues from the Saltfleetby Gas Field.
Subsequent to the reporting date, the Company has been progressing discussions with the counterparties to the
Overriding Royalty Interest (“ORRI”) attached to the Saltfleetby Gas Field regarding its proposed restructuring as part
of the broader refinancing and restructuring arrangements currently under discussion. Further details are disclosed in
Note 27.
65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Nature of the provision
The Group makes provision for the present value of future costs associated with the decommissioning, abandonment
and restoration of oil and gas production facilities, wells, pipelines and associated infrastructure in accordance with IAS
37 Provisions, Contingent Liabilities and Contingent Assets and IAS 16 Property, Plant and Equipment.
A corresponding asset is capitalised within oil and gas production assets when the obligation is initially recognised and
depreciated over the life of the relevant field.
Measurement and key assumptions
The provision represents management’s best estimate of the expenditure required to settle the obligation at the reporting
date, taking into account:
•
the expected timing of cessation of production for each field;
•
estimated costs of well plugging, facilities removal and site restoration;
•
inflation assumptions applied to future costs; and
•
an appropriate discount rate to reflect the time value of money and risks specific to the obligation.
The estimates are reviewed at each reporting date and adjusted where necessary to reflect changes in expected costs,
field lives, regulatory requirements or discount rates.
Changes during the year
During the year, the provision increased primarily as a result of:
•
updated field life assumptions and cost estimates at Saltfleetby, reflecting continued development activity; and
•
routine revisions to abandonment estimates at Brockham, Lidsey and Balcombe.
These increases have been added to the carrying value of the related oil and gas production assets and will be depreciated
over the remaining economic lives of the fields.
Estimation uncertainty
Decommissioning obligations are subject to significant estimation uncertainty, particularly in relation to:
•
future commodity prices and field economics;
•
regulatory and environmental standards at the time of abandonment;
•
technological developments in abandonment techniques; and
•
the timing of field cessation.
Actual costs incurred may differ materially from the amounts provided.
Abandonment costs
Balance b/fwd
Increased provision for Saltfleetby
Increased provision Brockham
Increased provision for Lidsey
Increase provision Balcombe
Balance c/fwd
2025
£’000
5,698
794
54
81
7
6,634
2024
£’000
4970
794
54
81
7
5,698
66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. Loan Payable
£20 million Trafigura Loan facility
On 22 February 2024, the Company agreed a refinancing of its existing debt with a subsidiary of Trafigura Group Pte
Ltd (“Trafigura”). The Company entered into definitive loan documentation which allowed it to draw down in full a £20.0
million secured loan facility (the “Facility”).
The proceeds of the Facility were applied to:
•
refinance existing senior debt of £4.5 million;
•
repay the Group’s bridge facility of £6.0 million;
•
fund £1.7 million of the deferred consideration payable to Forum Energy Services Limited in connection with the
acquisition of Saltfleetby Energy Limited; and
•
provide working capital and capital expenditure funding to increase gas production from the Saltfleetby Gas Field
and to restart oil production at the Brockham Oil Field.
The Facility is secured by first fixed and floating charges over substantially all of the Group’s assets, licences and
contracts. The Group’s gas sales and hedging arrangements were novated to Trafigura as part of the refinancing.
The Group incurred transaction costs of £1.8 million in connection with the Facility, which were capitalised and are being
amortised over the term of the loan using the effective interest method. Of these costs, £0.5 million was paid in cash,
£0.5 million was offset against the loan proceeds drawn down and £0.7 million was settled through the issue of ordinary
shares. At 30 September 2025, the unamortised balance of these costs was included in the carrying value of the loan.
As a waiver in respect of the relevant covenant conditions had not been obtained at the reporting date, the facility has
been presented as current in accordance with IFRS requirements. The lender has not demanded repayment and has
continued to support the Company while discussions regarding the proposed refinancing and restructuring are ongoing.
Subsequent to the reporting date, the Company has been progressing discussions with Trafigura regarding a broader
refinancing and restructuring of the facility (see Note 27).
Carrying amount
£20m Trafigura Loan
Principal
Unamortised transaction costs
Carrying value
2025
£’000
20,000
(1,263)
18,737
2024
£’000
20,000
(1,632)
18,368
LOAN PAYABLES SUMMARY:
CURRENT
Amounts due within one year
NON-CURRENT
Amounts due after more than one year
2025
£’000
18,737
18,737
-
-
2024
£’000
3,380
3,380
14,988
14,988
67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Interest and security
The Facility bears interest at a margin over SONIA, payable quarterly. It is secured by first fixed and floating charges over
the Group’s producing assets, licences, receivables and key commercial contracts, including gas offtake agreements.
The Facility also requires the Group to maintain gas price protection through derivative arrangements, which are
described in Note 22.
Post-balance-sheet restructuring
Subsequent to the reporting date, the Company has been progressing discussions with Trafigura regarding the refinancing
and restructuring of the facility. Further details are provided in Note 27.
22. Derivative Liability
The Group uses commodity derivative instruments to manage its exposure to fluctuations in natural gas prices arising
from production at the Saltfleetby Gas Field. These derivatives take the form of fixed-price gas swap contracts and are
not designated for hedge accounting under IFRS 9.
Following the refinancing of the Group’s Mercuria facility with Trafigura in February 2024, all existing swap contracts
were novated to Trafigura Group Pte Ltd. As part of this refinancing, the hedge profile was amended and a credit charge
of 6 pence per therm was applied. Under the terms of the Trafigura facility, the Group is required to maintain rolling gas
price protection in line with minimum hedging thresholds set out in the financing agreement.
Outstanding Gas Swaps
The table below shows the Group’s outstanding gas price swaps that remained subject to fair-value remeasurement at
30 September 2025:
90.26
90.26
90.26
123.08
121.33
115.35
101.53
97.27
95.82
95.20
95.85
96.50
92.28
98.16
100.07
1-Oct-25
1-Nov-25
1-Dec-25
1-Jan-26
1-Feb-26
1-Mar-26
1- Apr-26
1-May-26
1-Jun-26
1-Jul-26
1-Aug-26
1-Sep-26
1-Oct-26
1-Nov-26
1-Dec-26
31-Oct-25
30-Nov-25
31-Dec-25
31-Jan-26
28-Feb-26
31-Mar-26
30-Apr-26
31-May-26
30-Jun-26
31-Jul-26
31-Aug-26
30-Sep-26
31-Oct-26
30-Nov-26
31-Dec-26
1,085,000
1,050,000
1,085,000
620,000
560,000
620,000
600,000
620,000
600,000
465,000
465,000
450,000
465,000
450,000
465,000
9,600,000
Period of Gas
Production
Quantity in
Therms
Fixed price in pence per
Therm
Hedges under the Trafigura Facility as at 30 September 2025
68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Crystallised Hedge Balances
During the year, gas price swaps relating to production for May and June 2025 crystallised into fixed cash settlement
obligations of £1.365 million. These amounts were fully invoiced by Trafigura but unpaid and are presented within trade
and other payables (see Note 19).
In addition, the Group had previously crystallised a series of legacy hedge positions in July 2023 into fixed cash settlement
obligations with a total value of £4.0 million. At 30 September 2025:
•
£3.6 million of this balance had not yet been invoiced by Trafigura and therefore continues to be included within
derivative liabilities; and
•
£0.4 million had been invoiced and is included within trade and other payables (see Note 19).
Crystallised hedge balances represent fixed cash obligations and are no longer subject to commodity price movements.
However, under IFRS 9 they remain classified according to their contractual status: uninvoiced balances continue to be
included within derivative liabilities, while invoiced balances are presented within trade and other payables.
Interest accrues on both invoiced and uninvoiced crystallised hedge balances at SONIA plus 10%, in accordance with the
terms agreed with Trafigura, until settlement.
Fair value movements
During the year, the Group recognised realised derivative costs of £7.3 million, representing settlement of swap contracts
at prices below prevailing market rates.
At the reporting date, the fair value of the Group’s outstanding swaps resulted in a mark-to-market profit of £1.8 million,
reflecting forward gas prices at 30 September 2025. The fair-value movement recognised during the year in profit or loss
was £9.1 million.
Derivative liability
The derivative liability at 30 September 2025 comprises the net fair value of the outstanding swaps together with the
uninvoiced crystallised hedge balances, as shown below:
Total hedge-related exposure
The Group’s total hedge-related financial obligations at 30 September 2025 are:
Reconciliation of derivative liability
Fair value of outstanding swaps (profit)
Uninvoiced crystallised hedge balances (July 2023)
Total hedge related obligations
30 Sep 2025
£’000
(1,869)
3,649
1,780
Reconciliation of hedge related exposure
Derivative liability (Note 22)
Invoiced crystallised hedges - legacy (July 2023)
Invoiced crystallised hedges – May & June 2025
Total hedge related obligations
30 Sep 2025
£’000
1,780
413
1,365
3,558
69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Future cash flows from outstanding derivatives
The table below shows contractual undiscounted cash flows relating only to outstanding derivative instruments (i.e.
excluding crystallised hedge balances):
Cash flows from outstanding derivative
instruments only
Net Liability on Swap Contract
30 Sep 2026
£’000
2,252
30 Sep 2027
£’000
(472)
Total
£’000
1,780
Valuation methodology
Derivatives are measured at fair value using valuation techniques that incorporate observable market inputs, including
forward gas price curves and appropriate discounting for credit and liquidity. The derivatives are classified as Level 2
within the fair-value hierarchy.
Forward pricing data is sourced from independent market publications, including ICIS Heren, and corroborated against
counterparty valuations. Management considers the valuation provided by Trafigura to best represent fair value at the
reporting date.
Only outstanding derivative instruments are measured at fair value. Crystallised hedge balances are carried at amortised
cost.
Risk disclosure
If gas production volumes are insufficient to meet contracted hedge volumes, swaps may crystallise into fixed cash
settlement obligations. This risk, together with the associated liquidity and financing implications, has been considered
by the Directors as part of the going-concern assessment (see Note 3.3).
The distinction between open derivative positions and crystallised hedge liabilities is fundamental to understanding the
Group’s exposure to gas price movements, liquidity risk and financing obligations.
23. Financial instruments
The Group’s principal financial instruments comprise cash and cash equivalents, trade and other receivables, derivative
instruments, borrowings, lease liabilities and trade and other payables. The Group’s accounting policies and methods
adopted, including the criteria for recognition and measurement, are set out in Note 3. The Group does not enter into
financial instruments for speculative purposes.
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Financial
Assets at
amortised cost
£’000
2,514
1,116
3,630
-
-
-
-
-
-
£’000
3,374
2,163
5,537
-
-
-
-
-
-
Financial
Liabilities at
amortised cost
£’000
-
-
-
4,982
1,887
10
18,737
-
25,616
£’000
-
-
-
5,410
2,887
18
18,368
-
26,683
Financial
Liabilities
at fair value
through profit
or loss
£’000
-
-
-
-
-
-
1,780
1,780
£’000
-
-
-
-
-
-
-
-
10,892
10,892
TOTAL
£’000
2,514
1,116
3,630
4,982
1,887
10
18,737
1,780
27,396
£’000
3,374
2,163
5,537
5,410
2,887
18
18,368
10,892
37,575
30 September 2025
Asset
Trade and other receivables
Cash and cash equivalents
Total financial assets
Liabilities
Trade and other payable
Deferred consideration on acquisition
of Saltfleetby Energy Limited
Lease liabilities
Debt financing
Derivative liability
Total financial liabilities
30 September 2024
Asset
Trade and other receivables
Cash and cash equivalents
Total financial assets
Liabilities
Trade and other payable
Deferred consideration on acquisition
of Saltfleetby Energy Limited
Lease liabilities
Debt Financing
Derivative Liability
Total financial liabilities
71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Trade and other payables
Trade and other payables comprise amounts owed to suppliers, joint venture partners, service providers and other
counterparties, together with invoiced crystallised derivative settlement balances.
At 30 September 2025, trade and other payables included amounts due to Trafigura Group Pte Ltd in respect of crystallised
gas price hedge settlements, as follows:
Crystallised hedge balances included within trade and other payables
During the year, gas price swaps relating to production for May and June 2025 crystallised into fixed cash settlement
obligations of £1.3 million. These balances were fully invoiced by Trafigura but remained unpaid at the reporting date
and are included within trade and other payables.
In addition, a portion of the Group’s legacy hedge positions crystallised in July 2023 has also been invoiced. At 30
September 2025, £0.4 million of these legacy crystallised hedge balances had been invoiced and is included within trade
and other payables.
These amounts represent fixed contractual obligations that are no longer subject to commodity price movements.
Interest accrues on both the May–June 2025 crystallised balances and the invoiced July 2023 balances at SONIA plus
10% until settlement, in accordance with the terms agreed with Trafigura.
The remaining £3.6 million of legacy crystallised hedge balances that had not yet been invoiced at the reporting date
continues to be classified within derivative liabilities in accordance with IFRS 9 (see Note 22).
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 equity attributable to shareholders and interest-bearing borrowings (see Notes 15 and 21). During the
year the Group completed a restructuring of its debt, strengthening liquidity and supporting ongoing operations and
development activities.
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 is represented by the carrying amount of each class of financial asset.
Fair values
Management has assessed that the fair values of cash and cash equivalents, trade receivables and trade payables
approximate their carrying amounts due to their short-term nature.
Derivative financial instruments are measured at fair value using valuation techniques based on observable market
inputs and are classified as Level 2 within the fair-value hierarchy. Only outstanding swaps are measured at fair value;
crystallised hedge balances are carried at amortised cost (see Note 22).
Interest rate risk
The Group finances its operations through a combination of equity and interest-bearing debt. 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.
72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Interest rate sensitivity
The following table demonstrates the sensitivity to reasonably possible changes in the interest add-on rate for the
Trafigura Senior Loan with the principal interest rate held constant at 8% (see Note 21). The Group finances its operations
through a combination of equity and interest-bearing debt.
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 2025, the GBP equivalent of US-dollar-denominated cash balances was £2,182 (2024;
£113,621).
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. The Group’s liquidity management aims to ensure sufficient resources
are available to meet liabilities as they fall due, including debt service obligations and derivative settlement payments.
Liquidity risk – derivatives
The maturity profile of derivative liabilities reflects only open derivative contracts that remain subject to fair-value
remeasurement. Crystallised hedge balances that have been invoiced are included within trade and other payables,
while uninvoiced crystallised balances remain included within derivative liabilities until invoicing (see Note 22).
This explains why the derivative maturity table for 2025 shows only £1.7 million beyond 12 months — this represents the
net fair value of outstanding swaps and uninvoiced crystallised balances, not the full hedge-related exposure.
Increase/decrease in add-on Interest rate
+ 10%
- 10%
2025
£
89
(89)
2024
£
103
(103)
Increase / (decrease)
30 September
73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Trade and other payable
Within one month
Within two to three months
Within four to twelve months
2025
£’000
2,388
3,648
3,142
9,178
2024
£’000
2.508
2,459
3,330
8,297
-
Lease liabilities
Within one month
Within two to three months
Within four to six months
Within six to twelve months
More than twelve months
2025
£’000
10
10
10
10
100
140
2024
£’000
-
-
18
-
-
18
Loan liabilities*
Within one month
Within two to three months
Within four to six months
Within six to twelve months
More than twelve months
2025
£’000
-
-
415
830
20,415
21,660
2024
£’000
-
-
2,552
3,680
19,945
26,177
*The table included estimate on interest for the loan duration
Derivative liabilities*
Within one month
Within two to three months
Within four to six months
Within six to twelve months
More than twelve months
2025
£’000
-
-
-
-
1,780
1,780
2024
£’000
1,518
2,347
3,468
3,369
190
10,892
The maturity profile of the Group’s financial liabilities at the reporting dates based on contractual undiscounted payments
are summarised below:
74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 sensitivity analysis shows the impact on profit before tax of a 10% change in commodity prices, assuming all
other variables remain constant, including production volumes, operating costs and hedging arrangements. 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
Average spot price increased by 10%
Average spot price decreased by 10%
2025
£’000
56
(56)
2024
£’000
16
(16)
Increase / (decrease) in
profit before tax for the
year ended 30 September
Increase/decrease in condensate oil prices
Average spot price increased by 10%
Average spot price decreased by 10%
2025
£’000
94
(94)
2024
£’000
158
(158)
Increase / (decrease) in
profit before tax for the
year ended 30 September
Increase/decrease in gas prices
Average spot price increased by 10%
Average spot price decreased by 10%
2025
£’000
1,656
(1,656)
2024
£’000
2,008
(2,008)
Increase / (decrease) in
profit before tax for the
year ended 30 September
75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
24. Net debts reconciliation
The Group defines net debt as cash and cash equivalents less interest-bearing borrowings and deferred consideration. It
excludes trade and other payables, lease liabilities and crystallised derivative settlement balances, which are presented
separately in Note 19.
Reconciliation and interaction with other liabilities
At 30 September 2025, the Group also had significant hedge-related and other contractual obligations that are not
included in net debt, as they are presented within trade and other payables or derivative liabilities in accordance with
IFRS:
•
Invoiced crystallised hedge balances of £1.7 million (Note 22 and Note 19);
•
Uninvoiced crystallised hedge balances of £3.6 million included within derivative liabilities (Note 22);
•
Overriding Royalty Interest (“ORRI”) payable of £1.2 million (Note 19).
These balances were subject to restructuring after the reporting date and are therefore excluded from net debt at 30
September 2025 but disclosed as post-balance-sheet events in Note 27.
Cash and cash equivalent (Note 14)
Loan payable (Note 21)
Deferred consideration on Saltfleetby Energy
Limited acquisition (Note 19)
Net debt
2025
£’000
1,116
(18,737)
(1,887)
(19,508)
2024
£’000
2,163
(18,368)
(2,887)
(19,092)
Cash and
cash
equivalents
£’000
2,172
(3,117)
-
14,885
(2,357)
(8,872)
(548)
-
-
2,163
2,163
(1,047)
-
-
-
1,116
Loans
£’000
(7,213)
-
-
(14,885)
-
2,872
548
526
(216)
(18,368)
(18,368)
-
-
(369)
-
(18,737)
Bridge
Loans
£’000
(9,000)
-
3,000
-
-
6,000
-
-
-
-
-
-
-
-
-
-
Deferred
consideration
on acquisition
of SEL
£’000
(5,244)
-
-
-
2,357
-
-
-
-
(2,887)
(2,887)
-
1,000
-
-
(1,887)
Net debt as at 1 October 2023
Cash flow
Loan settlement (equity)
Trafigura Loan
Deferred consideration payment
Facility Loan repayment
Transaction cost paid
Transaction cost off set the loan
proceeds
Amortisation of finance cost
Net debt as at 30 September 2024
Net debt as at 1 October 2024
Cash flow
Deferred consideration (equity)
Transaction cost off set the loan
proceeds
Amortisation of finance cost
Net debt as at 30 September 2025
Total
£’000
(19,285)
(3,117)
3,000
-
-
-
-
526
(216)
(19,092)
(19,092)
(1,047)
1,000
(369)
-
(19,508)
76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
25. Commitments
At 30 September 2025, the Group had no material contractual capital commitments (2024: Nil).
The Group’s future development activities at the Saltfleetby Gas Field and other assets are subject to Board approval
and the availability of funding and therefore no binding capital expenditure commitments had been entered into at the
reporting date.
26. Related Party transactions
Forum Energy Services Limited (“Forum”) is a related party by virtue of being both a substantial shareholder of the
Company and being represented on the Board through Richard Glass, a Non-Executive Director of the Company.
Forum was the vendor of Saltfleetby Energy Limited to the Group in 2022 and remains a creditor of the Group through
deferred consideration payable under the share purchase agreement.
At 30 September 2025, amounts owed to Forum were:
These balances are included within trade and other payables (see Note 19). During the year, the Company issued
ordinary shares with a value of approximately £1.0 million in partial settlement of the deferred consideration, reducing
the outstanding balance.
Subsequent to the year end, the Company has been progressing discussions regarding the restructuring of the deferred
consideration. Further details are disclosed in Note 27.
Aleph Commodities Limited
Aleph Commodities Limited (“Aleph”) is a related party by virtue of being a substantial shareholder in the Company and
through Alexander Craig, a Non-Executive Director of the Company and a partner and co-founder of Aleph.
Aleph held an economic interest in the Overriding Royalty Interest (“ORRI”) attached to the Saltfleetby Gas Field. At 30
September 2025, amounts payable in respect of the ORRI totalled £1.2 million (2024: £0.4 million), which are included
within trade and other payables (see Note 19).
Deferred consideration payable
2025
£’000
(1,887)
2024
£’000
(2,887)
77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27.Events after the reporting period
Subsequent to the reporting date, the Company has been progressing the refinancing and restructuring of its financing
arrangements with Trafigura Group Pte Ltd (“Trafigura”), the counterparties to the Overriding Royalty Interest (“ORRI”)
attached to the Saltfleetby Gas Field, and Forum Energy Services Limited in respect of the deferred consideration relating
to the acquisition of Saltfleetby Energy Limited. The Company has reached agreement on the key commercial terms of
the proposed restructuring and is currently working with the relevant parties and its advisers to finalise the definitive
documentation required to implement these arrangements.
On 9 March 2026, the Group entered into additional gas hedging arrangements covering production from April 2026 to
June 2027. These hedges secure approximately 7.745 million therms at an average weighted price of approximately 101
pence per therm and were placed in accordance with the Group’s financing arrangements and gas price risk management
strategy.
78
COMPANY FINANCIAL
STATEMENTS
79
COMPANY STATEMENT OF FINANCIAL POSITION
ASSETS
Non-current assets
Investment
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
TOTAL ASSETS
EQUITY
Equity attributable to owners of the parent:
Share capital
Share premium
Merger relief reserve
Accumulated loss
TOTAL EQUITY
Current liabilities
Trade and other payables
Bridge Loans
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
Notes
5
6
8
8
7
2025
£’000
47,869
47,869
79
48
127
47,996
9,974
48,606
1,500
(15,013)
45,067
2,929
-
2,929
2,929
47,996
2024
£'000
47,210
47,210
67
97
164
47,374
8,844
48,412
1,500
(16,459)
42,297
5,077
-
5,077
5,077
47,374
The Company has taken advantage of the exemption provided by Section 408 of the Companies Act 2006 not to present
its own statement of profit or loss and other comprehensive income. The profit for the Company for the year ended 30
September 2025 is £0.763 million (2024: loss £3.5 million)
The Note s on page 81 to 83 form part of these financial statements
The financial statements were approved by the Board of Directors and authorised for issue on 8 April 2026 and were
signed on its behalf by:
Carlos Fernandes, Finance Director
Company number: 09616076
80
COMPANY STATEMENT OF CHANGES IN EQUITY
Balance at 30 September 2023
Profit for the year
Total comprehensive income
for the year
Transaction with owners
Issue of shares
Less: issuance costs
Grant of share options
Grant of Warrant as fund raise
and finance costs
Balance at 30 September 2024
Loss for the year
Total comprehensive income
for the year
Transaction with owners
Issue of shares
Less: issuance costs
Grant of share options
Grant of Warrant as finance costs
Balance at 30 September 2025
7,254
-
-
1,590
-
-
-
8,844
-
-
1,130
-
-
-
9,974
45,500
-
-
2,919
(7)
-
-
48,412
-
-
194
-
-
-
48,606
1,500
-
-
-
-
-
-
1,500
-
-
-
-
-
-
1500
(14,200)
(3,487)
(3,487)
-
-
410
818
(16,459)
763
763
-
-
400
283
(15,013)
40,054
(3,487)
(3,487)
4,509
(7)
410
818
42,297
763
763
1,324
-
400
283
45,067
Share
capital
£’000
Share
premium
£’000
Merger
relief
reserve
£’000
Accumulated
loss
£’000
Total
equity
£’000
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 81 to 83 form part of these financial statements.
81
NOTES TO THE COMPANY FINANCIAL STATEMENTS
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.
2. Accounting policies
Basis of preparation
The Company is a public limited company incorporated and domiciled in England and Wales. 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. The Company’s functional and presentation
currency is Pounds Sterling (“£”). Unless otherwise stated, financial information is presented in thousands of Pounds
Sterling (£’000).
Investment in subsidiaries and loans to group undertakings
Investments in subsidiaries are stated at cost less provision for impairment. Loans to group undertakings are stated at
amortised cost less provision for impairment.
At each reporting date, the Company assesses whether there are indicators of impairment. Where such indicators exist,
the recoverable amount of the investment or loan is estimated. The recoverable amount is determined based on value
in use calculations, reflecting the future cash flows expected to be generated by the underlying cash generating units of
the Group.
The assessment of recoverability represents a significant judgement and key source of estimation uncertainty. In
determining value in use, management makes assumptions regarding forecast commodity prices, production volumes,
operating and capital expenditure requirements, discount rates and the overall performance of the relevant cash
generating units.
As these assumptions are inherently uncertain, changes in market conditions or operational performance could result
in material adjustments to the carrying value of investments in subsidiaries and loans to group undertakings in future
periods.
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
82
NOTES TO THE COMPANY FINANCIAL STATEMENTS
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.
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 profit for the financial period was approximately
£0.763 million (2024: loss £3.5 million).
4. Staff costs
There is one employee and five 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
At 1 October 2023
Movement of the intercompany loan for the year
Saltfleetby Energy Limited investment
At 30 September 2024
Movements of the intercompany loan for the year
Saltfleetby Energy Limited investment
At 30 September 2025
Cost of
investment
£’000
15,680
-
256
15,936
-
-
15,936
Loan to group
undertakings
£’000
40,775
(9,501)
-
31,274
659
-
31,933
Total
£’000
56,455
(9,501)
256
47,210
659
47,869
83
NOTES TO THE COMPANY FINANCIAL STATEMENTS
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.
The Company’s investments in subsidiaries and loans to group undertakings are recoverable only through the generation
of future cash flows from the Group’s producing assets. These cash flows are subject to commodity price, production
and financing risks, including those described in Note s 3.3, 21 and 22 of the consolidated financial statements. The
Directors have considered these matters in their assessment of impairment at 30 September 2025.
6. Trade and other receivables
7. Trade and other payables
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 2025 the total issued ordinary shares of the Company were 4,986,893,414 (2024: 4,421,854,810).
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
Subsequent to the reporting date, the Group has been progressing the refinancing and restructuring of its financing
arrangements. Further details are disclosed in Note 27.
Other receivables
2025
£’000
79
79
2024
£’000
67
67
Trade payables
Deferred consideration on acquisition of Saltfleetby Energy Limited
Other taxation
Other payables
2025
£’000
684
1,887
115
243
2,929
2024
£’000
2,124
2,887
65
1
5,077
84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Contact
Angus Energy PLC
T: 0208 899 6380
info@angusenergy.co.uk