Supporting the
regional transition
to a low-carbon
economy
Annual Report and Financial Statements
for the year ended 31 December 2023
Stock code: CORO
Company Number: 10472005
Annual Report and Accounts for the year ended 31 December 2023
1
Stock code: CORO
STRATEGIC REPORT
Contents
Statement from the Directors ................................................................................................................................................................................................. 4
Market Review .......................................................................................................................................................................................................................................5
Our Markets .............................................................................................................................................................................................................................................6
Business Model .....................................................................................................................................................................................................................................7
Our Strategy ............................................................................................................................................................................................................................................8
Building and Developing our Clean Energy Portfolio ...........................................................................................................................................9
Operational Review .........................................................................................................................................................................................................................10
Financial Review ................................................................................................................................................................................................................................13
Managing Risk .....................................................................................................................................................................................................................................15
ESG Statement of Intent .............................................................................................................................................................................................................19
ESG ..............................................................................................................................................................................................................................................................20
Directors’ Statement under s.172(1) CA 2006 ...............................................................................................................................................................21
Corporate Governance Statement .....................................................................................................................................................................................23
Board of Directors ..........................................................................................................................................................................................................................25
Corporate Governance Framework ...................................................................................................................................................................................26
HSE Report ............................................................................................................................................................................................................................................30
Directors’ Remuneration Report ..........................................................................................................................................................................................31
Directors’ Report ...............................................................................................................................................................................................................................33
Statement of Directors’ Responsibilities........................................................................................................................................................................35
Independent Auditor's Report ..............................................................................................................................................................................................36
Consolidated Statement of Comprehensive Income.........................................................................................................................................44
Consolidated Balance Sheet ...................................................................................................................................................................................................45
Consolidated Statement of Changes in Equity ....................................................................................................................................................... 46
Consolidated Statement of Cash Flows .........................................................................................................................................................................47
Company Balance Sheet...........................................................................................................................................................................................................48
Company Statement of Changes in Equity ............................................................................................................................................................... 49
Company Statement of Cash Flows ..................................................................................................................................................................................50
Notes to the Financial Statements .....................................................................................................................................................................................51
Company Information ................................................................................................................................................................................................................. 88
2
Coro Energy plc
www.coroenergyplc.com
Coro is a South East Asian energy company
supporting the regional transition to a
low-carbon economy.
Investment Case
Blended renewables and gas portfolio
underpinned by strong regional energy
demand growth.
Electricity demand is forecast to increase 152% by
2050 (7th Asean Energy report 2024) with post-Covid
recovery strong in both the Philippines and Vietnam,
and the accelerating need to replace coal as a
primary energy source.
Read more in the Market Review on page 5.
Duyung asset
The Company has a 15% non-operated interest in
the Duyung Production Sharing Contract ("PSC"),
offshore Indonesia. The Operator commissioned an
updated reserves and resources report prepared
by GaffneyCline Associates in March 2024, which
highlights a Best Case scenario of 36.6 Bcf net
entitlement 2C resources to Coro during the PSC
life. The Company notes recent progress by Conrad
Asia Energy Ltd (the "Operator") which includes the
signature of Gas Sales Agreement (“GSA”) for both
domestic and international gas volumes.
The Company awaits finalisation of documentation
to access the West Natuna Transportation System
for the transportation of gas to Singapore, and the
results of the Operator's farm down process, in
respect of which Coro has tag and drag along rights.
The Company is looking to move to final investment
decision once these items are complete.
Read more in the Operational Review on page 10.
Building the clean energy portfolio
Philippines:
The Company is currently focused on four early
stage development renewables projects in the
Municipality of Oslob in the province of Cebu,
Philippines: two 100MW onshore wind projects,
which have approved Wind Energy Service Contracts
("WESCs"); a 100MW onshore solar project where an
application for a service contract is soon expected to
be submitted; and one further 100MW onshore wind
project. A key focus remains maturing a portfolio
of licenses that can justify the connection costs to
the grid.
The Company has an entitlement to 88% of the
future dividends from the Philippine projects and
is considering all strategic options on how to best
create value.
Vietnam:
The Company has a producing 3-megawatt pilot
project consisting of over 4,500 solar panels and
other ancillary components that has been installed
across four factory roofs in Vietnam and cover a total
area of 16,120 square metres. This project delivers
electrical power that is being consumed on site by
Phong Phu Corporation, one of Vietnam's premier
textile manufacturers under a 25-year power
purchase agreement, and is expected, at current
pricing levels, to produce net cash flows to the
Company of approximately $0.3m per annum.
Annual Report and Accounts for the year ended 31 December 2023
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Stock code: CORO
STRATEGIC REPORT
The Company also has a Memorandum of
Understanding ("MoU") with Mobile World
Investment Corporation ("MWG") in Vietnam to
install rooftop solar systems across their Vietnamese
portfolio.
The Company recently signed, as a pilot under the
MoU, a binding 14-year power purchase agreement
(“PPA”) with MWG to deliver power at the first ten
sites as a pilot phase with a capacity of 430kw. These
sites are now operational and a PPA has been signed
for the next 30 sites, where construction is currently
underway. The PPA term for all sites is extendable
in certain circumstances and includes a variable
price with a floor of circa US$11.2 cents/kilowatt hour.
The capital required for construction is expected
to be funded from existing in-country Company
resources, third party financing and from a debt
facility expected to be provided by HDBank, who
have now, in addition to the previously announced
non-binding commitment letter, provided an
indicative offer letter. The offer letter, which remains
non binding but is expected to become binding
following signature of the EPC contract, provides
credit facilities for 8 years at a 12% variable interest
rate in respect of the pilot locations. The Company
has also secured an EPC financing arrangement
locally for upto US$1M of capital.
The Company's strategy is to proceed with the
MWG transaction as quickly as our funding allows
us, utilising local debt where possible, with a view
to generating cash flows from the rooftop solar
portfolio.
Sale of Italian gas portfolio and ion Ventures
to accelerate development projects in South
East Asia:
The Company disposed of its Italian natural gas
assets to Zodiac Energy plc by way of the sale of
the entire issued share capital of Coro Europe
Limited, which was completed in November 2023.
Additionally the Company disposed of its entire
minority shareholding in ion Ventures Holdings
Limited in August 2023. The main commercial terms
of these disposals are described in the Finance
Review and in note 19(a) and 19 (b) of the Notes to
the Financial Statements. The disposal was fully
in line with the Company's strategic objectives,
enabling Coro to focus exclusively on South East Asia
where demand for energy and the opportunity for
material expansion remain very strong.
Read more in Building and Developing our Clean
Energy Portfolio on page 9.
Unique offering in the London
marketplace
1. Significant position in high potential Indonesian
gas project approaching monetisation
2. Revenue generating renewables portfolio, set for
expansion and scale
3. Low-carbon investment strategy
4. Significant upside – early-stage development
entry point
4
Coro Energy plc
www.coroenergyplc.com
At the Company’s Annual General Meeting, (“AGM”)
in May 2024 the Chairman was not re-elected
which resulted in suspension of trading due to an
inquorate Board. The sole remaining Director took
immediate steps to resolve this and as a result Harry
Beamish was appointed to the Board. Harry has
significant expertise in the energy and renewables
sectors with over a decade specialising in emerging
markets, and has developed, advised and structured
multiple renewable energy transactions across
Hydro, Solar, Wind, and Energy Efficiency and
advises companies within the Energy Transition
space. With the publication of this annual report and
accounts the Board expects trading of the stock to
resume. Also on publication of the annual reports
and accounts, Tom Richardson is to be appointed as
Non-Executive Chair of the Company.
Despite the unexpected suspension in the second
quarter of the year the Company continues to
make progress across its South East Asian portfolio.
Having been through a period of portfolio refocus,
selling both the ion investment and the Italian gas
portfolio in 2023, the long awaited and important
milestones are finally approaching at Duyung
alongside continued l developments which are
expected in our renewables portfolio across both
the Philippines and Vietnam. The objective of the
Philippines business remains to secure RTB projects,
whilst in Vietnam the over-riding objective remains
to generate solid cost base covering cash flows.
Consistent with this regional focus and with a view
to providing additional time to the Company, the
Company recently announced a standstill with its
Eurobond lenders. It continues to work towards a
broader debt restructuring solution that structurally
solves Coro's capital structure whilst providing
funding for our renewables deployment.
Management have prepared a consolidated cash
flow forecast for the period to 31 December 2025
which shows that the Group will require additional
equity financing to meet its obligations and
intended work renewables work programme in
Asia during this period. Post the year under review,
the Company raised US$500,000 via a secured
convertible loan with River Merchant Capital,
an existing lender to the Company under the
Company’s Luxembourg 8% listed Eurobond and
Fenikso Limited. The proceeds of this loan will be
utilised to fund the Group's renewables business
and for general working capital purposes. Under
the Group’s forecast, this loan together with existing
bank balances provides sufficient funding to fund
the Company’s working capital requirements
through to the end of January 2025.
TOM RICHARDSON
Non-Executive Director
Statement from the Directors
Annual Report and Accounts for the year ended 31 December 2023
5
Stock code: CORO
STRATEGIC REPORT
Why renewable energy?
The global transition to lower carbon energy
continued to be a geopolitical priority in 2023, as the
war in Ukraine underlined the importance of energy
security and social pressures to divest from higher
carbon energy sources, particularly oil and coal,
intensified throughout the year.
Electrification of transport, residential homes, and
industry will require new investment in electricity
generation and battery storage, the urgency of
which has been highlighted by energy price spikes
throughout the year, causing global inflation and
interest rate increases.
Renewables will look to take a share in the
replacement of coal produced power, as older coal
generation facilities come to end of life.
Energy generation from renewables is highly cost
competitive, when compared with fossil fuels.
Growing global interest and investment in
renewables provides a strong narrative for
investor comfort in long-term commitment to
renewable projects.
Why South East Asia?
Energy demand is forecast to rise significantly in the
region following strong recovery post-Covid, a rapidly
increasing population, and growing wealth.
South East Asia has significant capacity for the
development of renewable projects, with supportive
governments and abundant wind, solar and tidal
potential. Ultimately, overseas investment and
expertise can help countries in the region to reduce
their dependence on energy imports and decrease
reliance on fossil fuels, particularly coal.
Coal remains a dominant energy source in the
region with renewables penetration low for an area
with such considerable potential. International
cooperation and initiatives such as those proposed
at COP 26 have clearly influenced policy as the
Vietnamese and Indonesian governments seek to
direct investment away from legacy coal projects in
favour of clean energy developments.
Uncertainties regarding fossil fuel access and
continuation of supply, coupled with volatile pricing
have increased the attractiveness of stable resourced
power sources that are better insulated from
global events. Furthermore, government policies
on grid infrastructures are assisting the transition
to renewable projects as major energy sources
– improved infrastructure invariably accelerates
potential for mass adoption.
The impact of climate change directly impacts
South East Asia more than almost any region in the
world. An island nation, heavily dependent on the
sea and agriculture, the Philippines is vulnerable
to extreme weather events and is one of the top
three countries most affected by climate change
according to the Global Climate Risk Index.
In the medium term, renewables alone do not
yet have the capacity to meet South East Asia’s
accelerating energy demands. Coro continues to
evaluate medium risk/high reward hydrocarbon
prospects in the region to provide an economical
and secure energy mix to complement its renewable
activity in the region.
The proceeds of Coro’s shorter-term investments
in oil and gas projects would then be re-invested
in longer-term renewable projects with Coro
maintaining its position as a catalyst for the
sustainable energy transition in the region.
Any oil and gas activity in the region would mainly
focus on high-impact, low-medium risk gas
development, preferably onshore. The primary focus
for Coro would be on the redevelopment of brown
field sites, development of existing discoveries, and
near-field exploration.
Market Review
6
Coro Energy plc
www.coroenergyplc.com
Our Markets
South East Asia
Growth remains high in the region
ASEAN economies are predicted to grow 4.2% on
average this year according to the International
Monetary Fund (“IMF”) with the Philippines and
Vietnam experiencing the most rapid expansion,
with both predicted to grow by 4.7%, according
to the World Bank. By comparison, GS predicts
Singapore to grow by 1.5% and Malaysia by 4%.
Electricity demand is rising as the population
grows and accumulates more wealth and a
middle class emerges
As South East Asia continues its post-Covid recovery,
the demand for electricity continues to accelerate.
Electricity consumption grew by 3.8% in 2021 YoY
and will grow by 5% per annum in 2022–2024,
(source: IEA).
Demand for electricity in the Philippines is set to
increase from 15,282MW in 2020 to 54,655 MW in
2040 (source: Climate scope 2022).
Moreover, Vietnam’s electricity demand increased
by 10% p.a. from 2014–2019 and Electricity Vietnam
(EVN) estimates the country must triple installed
capacity by 2030 from c. 50 GW to 130 GW.
Renewables and Energy Storage
Cost of deploying renewables in country
is attractive
The levelised cost of energy considers the cost
of electricity production over an asset’s lifetime.
Renewable assets have an indicative project
lifespan of 25 years, significantly longer than many
hydrocarbon projects. The levelised cost of solar and
wind projects in South East Asia are significantly
lower than in many parts of the world, and look
set to continue to decrease throughout 2023 and
into 2024.
Natural Landscape offers significant benefits
A typical 150 MW solar project should produce at
least 150 GWh of electricity a year – in South East
Asia this is significantly higher, due to higher levels
of irradiation.
“Vietnam has tremendous natural endowments: 4
to 5 kilowatt-hours per square meter for solar and
3,000 kilometres of coastlines with consistent winds
in the range of 5.5 to 7.3 meters per second.” (source:
McKinsey)
1 MW of peak power capacity in a solar plant in
Vietnam has the potential to produce 1.5 times more
energy than in the UK.
The Philippines also has an abundance of solar and
wind especially near its coastline making it the ideal
country for renewables growth.
High cost of coal and LNG in South East Asia
accelerating the use of renewables as part of
the energy mix
At the start of 2022, Indonesia, the world’s largest
coal exporter, placed a temporary ban on exports of
the fuel to avoid outages in domestic power stations.
Coal prices were 59% higher than two months
earlier, close to the previous peak on 15 October 2021.
This inflated cost of coal is accelerating the need
for energy security and the need for local energy
sources, which renewables can fill. Coal continued to
increase in cost throughout 2023 causing Vietnam’s
EVN (Electricity Vietnam) to implement two price
increases during 2023 of 3.5% followed by a further
4% price increase to all sectors of the market.
Renewables in Vietnam are set to have a similar
share to coal in the energy mix by the end of 2024 (at
42% and 43% respectively), (International Renewable
Energy Agency).
Favourable Regulation
A number of regions within South East Asia offer
favourable regulation for renewables with preference
into the grid given in some countries like the
Philippines. This trend shows no sign of abating with
sustained international pressure to establish and
achieve emission reduction targets.
During 2023 the Philippines energy regulator
adjusted regulations for solar rooftop systems
for both grid and non-grid connected systems,
providing a framework for developers to provide
green electricity to consumers at competitive rates.
"Renewable assets have an
indicative project lifespan of 25 years,
significantly longer than many
hydrocarbon projects."
Annual Report and Accounts for the year ended 31 December 2023
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Stock code: CORO
STRATEGIC REPORT
Our Strengths
•
Status of being an Independent Power
Producer now secured in Vietnam
3MW commercial & industrial rooftop under
operation and 10 sites now operational with a
further 30 under construction with Mobile
World Group
•
ESG at our Core:
Clear vision of leading the energy transition
to renewables in South East Asia. ESG
strategy aligned with appropriate Sustainable
Development Goals (“SDGs”)
Our Markets – South East
Develop existing assets:
•
Duyung
•
Vietnam
•
Philippines
Grow asset portfolio:
•
Expand existing renewables portfolio in Vietnam
through operational asset acquisitions and new
build project
•
Increase size of Philippine’s portfolio through
rigorous assessment of new opportunities and
securing the WESC’s
• Participate in the development of Mako field and
look for monetisation opportunities on the back
of the operator farm out process
Operate Sustainably:
•
Bring benefit to the countries we operate in
through job creation and access to renewable
energy
•
Limit impact on the environment
•
Development of local community projects
•
Engagement with local providers to keep
investment benefits in country to develop our
presence and importance to local economies.
Business Model
8
Coro Energy plc
www.coroenergyplc.com
Coro’s vision is to build a South East Asian energy business with a blend of Oil
and Gas and renewables exposure. To facilitate this, its near term focus is on
commercially de-risking and then monetising its position in the Duyung PSC so
that it can repay or restructure its corporate debt, which it is hoped will result in a
well funded company with an appropriate capital structure. In the meantime the
Company will continue to grow its renewables businesses to provide sustainable
cash flow generation.
Strategic Priorities
1. Vision in supporting the South East Asian
energy transition
GDP in the ASEAN region is forecast to more
than double to US$20tn by 2040 (The 6th Asean
Energy Outlook Report), resulting in increasing
energy demand. To meet emissions targets
and boost energy independence and security,
significant investment in clean energy and
energy storage is planned in South East Asia –
up to US$500bn by 2040. Further investment
in energy sources, (including both renewables
and gas), that complement the energy mix and
reduce the dependence of the region on higher
polluting fossil fuels is necessary. Coro’s vision and
contribution to this reduction in greenhouse gases
is evidenced by our recent investments in assets
and businesses that are supporting the energy
transition in the region. Understanding the role gas
has in the energy transition validates our strategy
to continue to remain open to opportunities in the
sector, identifying assets where there is compelling
commercial logic.
2. Monetise the Duyung PSC and address the
Company’s capital structure
Coro has a 15% interest in the non-operated Duyung
PSC, which contains the Mako gas field, which is
one of the largest gas fields to be discovered in
the prolific West Natuna basin, and its proximity to
infrastructure and markets underpins Coro’s value.
The Operator has just delivered a signed GSA and
has initiated a farm out process which is expected
to provide an opportunity for Coro to monetise and/
or fund its working interest. Proceeds from any
monetisation of Duyung may potentially be used to
provide the Company with the opportunity to repay
or restructure its corporate debt.
Our Strategy
Annual Report and Accounts for the year ended 31 December 2023
9
Stock code: CORO
STRATEGIC REPORT
Our energy transition strategy is to move from black
(oil, coal) to blue (gas) and then ultimately green
(renewables).
Our presence in the Philippines has exposed to us
numerous potential projects in which we could
invest. Not all projects presented to us are attractive
investment propositions, however, several projects
have met our preliminary criteria and may provide
expansion potential to our project pipeline. Several
such projects are now under assessment so their true
value can be determined, and action plans formulated.
Our first projects, namely our four 100 MW onshore
Wind and Solar projects in the Philippines continue
to provide ample comfort that our renewable
projects are significantly attractive, to the
management, debt funders and investors.
As we continue to develop the projects further,
tangible value is attributed to each, as we secure
access to land, local approvals, and permits.
Our strategy in Vietnam, while still renewables-led,
is slightly different as we focus upon the commercial
and industrial rooftop solar space, which is the only
de-regulated section of the market and allows the
flexibility to originate deals in a controlled de-risked
manner. Our pilot project has secured our position
as an Independent Power Producer, giving us the
kudos of being a known entity in the Vietnamese
power generation market.
Vietnam Timeline
•
Joint development of rooftop solar through SPV
(Coro 92.5%; Vinh Phuc Energy (“VPE”) 7.5% carried)
•
Power Purchase Agreement (“PPA”) signed
with Mobile World Group for both the first ten
sites and a further 30 sites of a total potential 50
megawatt deployment of roof top solar across
900 locations
•
HD Bank letter of commitment to provide debt
financing for 50% of the capital for the rooftop
solar project with MWG
Strategic Rationale
•
Develop, build, own, operate now underway
•
Access to Vietnam rooftop Photovoltaic (PV)
market
•
Leverage local expertise of established industry
player
•
Low-risk entry, quick revenue generation
Drivers of Rooftop Solar Growth
•
Large electricity demand from manufacturing
•
Attractive IRRs
•
De-regulated market sector
•
Energy security and continuity
Tax Incentives
•
Preferential rates and tax holidays
•
Import duty and VAT relief
Attractive PPAs
•
100% “Take or pay” arrangements
•
Market price tracking, normally with guaranteed
floor pricing
Acquisition Opportunities
The Vietnamese Commercial and Industrial (“C&I”)
rooftop solar market is starting to consolidate, as
local developers start to exit, typically influenced
by recent increases in local interest rates and the
resulting increase in the cost of debt. This trend
provides an opportunity to acquire assets at
discounted pricing, in comparison to new build,
along with operational histrionics and known
payment schedules, all go to provide a de-risked,
profitable and attractive acquisition case.
Philippines
Our Philippines portfolio pipeline has grown during
2023, our immediate focus remains our 100 MW
solar project and the 3 x 100 MW onshore wind
projects. All projects are strategically important to
one another, as they are co-located geographically.
To deliver on such a strategy requires a sensitive eye
on mitigating risk, which can cause progress delay,
but ensures investment is wisely spent and with
lower risk.
Major elements of the project’s evolution are being
progressed with key stakeholders in country and
internationally.
Additionally, engineers, procurement and
contractors have been contacted, interviewed and
assessed and a core of suitably resourced and skilled
construction partners have been defined, this will
be critical in ensuring maximum value add to the
projects from a technical perspective, securing
production performance, build timeline, quality and
engineering as well as best value for money.
The Company has been balancing its deployment of
capital in the Philippines with its balance sheet and
capital availability.
Building and Developing our Clean Energy Portfolio
10
Coro Energy plc
www.coroenergyplc.com
Duyung PSC
Summary
•
Located in the prolific West Natuna basin,
Indonesia
•
Operated by Conrad Asia Energy Ltd
•
Contains the Mako gas field, a shallow gas
accumulation covering a large areal extent
•
Six wells have been drilled on the field including
a two well programme in 2019
•
Coro holds a 15% interest in the Duyung PSC in
which the Mako Gas Project is located.
•
Plan of Development (“POD”) approved by the
Indonesian Government
•
The Updated Mako PoD, approved in November
2022, was based on field Contingent gas
Resources of 297 billion cubic feet (net 2C
attributable to 100% of the Duyung PSC Joint
Venture) and a daily production of 120 MMscf/d,
consistent with the Gaffney Cline Associates
(GCA) competent persons report dated 26
August 2022. On 22nd March 2024 GCA issued
an updated version of their report with field
Contingent gas Resources reduced to 252
billion cibic feet (net 2C attributable to 100%
of the Duyung PSC Joint Venture) and a daily
production of 120 MMscf/d.
•
Mako contains dry gas, no H2S, minimal CO2,
over 97% methane
•
Importation of pipeline gas would provide secure
and reliable energy to Singapore that is less
carbon intensive than LNG.
– Operator recently delivered a signed GSA.
– Operator has initiated a farm out process which
is expected to provide an opportunity for Coro
to monetise its position.
•
New CPR by GCA (22 March 2024) results:
– 36.6 Bcf net entitlement 2C resources to Coro
during the PSC life
– Plateau production of 120 MMscf/d for 6.5 years
in the Best Case (2C) scenario
Operational Review
Duyung PSC – Gas Contingent Resources, GCA CPR (22 March 2024)
As of 31 Dec 2023
Gross Mako Field (Bscf)
Net attributable to Coro (Bscf)
1C
2C
3C
1C
2C
3C
Up to PSC expiry or ELT, whichever is the
earlier
227
376
425
22.9
36.6
40.8
Beyond PSC expiry up to ELT
–
16
166
–
1.2
10.8
TOTAL Gas
227
392
591
22.9
37.8
51.6
The CPR estimates that the 88% of the Mako field is within the PSC boundary.
The Operator CPR assumes first gas in 2026 and calculates the last economic production years prior to the
current Duyung PSC expiry date for Low, Best and High cases of 2033, 2036 and 2036 respectively, which
extend to 2037 and 2041 for the Best and High respectively if the Duyung PSC is extended.
Annual Report and Accounts for the year ended 31 December 2023
11
Stock code: CORO
STRATEGIC REPORT
Italy
The Company disposed of its Italian natural gas
assets to Zodiac Energy plc by way of the sale of the
entire issued share capital of Coro Europe Limited
(note 19(a) in the Notes to the Financial Statements),
which was completed in November 2023. In June
2024 the Company signed an agreement to
accelerate the next nine months of payment in
exchange for a 22 per cent discount on payments of
circa US$46 per month.
ion Ventures
In August 2023, the Company sold its 18.76%
shareholding in ion Ventures Holdings Ltd to SLT1
LLC for a cash consideration of £1.25 million (note
19(b) in the Notes to the Financial Statements).
Vietnam
A 3 MW rooftop solar pilot project was completed
in 2022 and continued to deliver revenue
throughout 2023. The next material project is with
the Mobile World Group, where a Memorandum
of Understanding (MoU) was signed to deliver
50 megawatts across 900 locations in Vietnam,
negotiations of the PPA continued throughout the
end of 2023 and a PPA covering the first ten sites
was signed in March 2024. The ambition is to deliver
a 50 MW portfolio of commercial and industrial
rooftop solar PV within a relatively short time
frame, generating revenue streams and sustainable
business that contributes value to the Group and
shareholders.
As Vietnam’s energy strategy evolves with new
Government initiatives that address generation
capacity and climate change goals, our in-country
position with boots on the ground allow us to
monitor, assess, prepare and react to potential
upcoming opportunities within the renewables
sector. A key finding of 2023 was the ability to access
the commercial sector, which supports higher
electricity pricing in comparison to the Industrial
sector, whilst having a different risk profile, the
commercial sector is thought to be able to deliver
higher project IRR’s in the future.
Philippines
During 2022, the Marcos administration was
entrusted with the presidency of the Philippines for
a six-year term. With new ministerial appointments
in key departments, such as that of Energy, the
administration has strengthened the need for
greater renewables generation in country, reducing
dependency on fuel imports and addressing climate
change matters that the country is vulnerable to.
The Government of the Philippines continues to
champion renewable energy and looks to enact
legislation changes to make investment easier
than ever before. The 2022 changes had impacts on
2023, with key changes surrounding 100% foreign
ownership of power generating companies coming
into effect, however, these decisions made at top
level Government have taken and continue to take
time to filter through all Government Departments,
providing challenges on timings to project
permitting tasks.
Our projects in the Philippines are driven by an
experienced in-country team comprising of a board
of three Filipino national Directors. The board is
supported by a further team of three, fulfilling
a range of roles across technical, financial and
administration.
With the 100 MW wind project desktop studies
completed, during 2021, it was planned during
2022 to deploy a Lidar wind data collector to gain
real evidence of the wind resource in our chosen
location and prior to deploying a 130-metre Met
Mast for bankable wind data collection. From the
Lidar deployment in 2022, suitable confidence
was achieved from data collected to invest in the
Met Mast. In mid-2023 a procurement exercise
was completed and a contract awarded to a local
provider in the Philippines, who began construction
of the Met Mast in September which became
operational in early January 2024. The Met Mast will
provide bankable data to the project and has the
potential to support neighbouring projects due to its
designed siting and location. Coro believes this will
add tremendous value to the project(s), as well as
providing key information to determine engineering
decisions that need to be made throughout 2024.
The Met Mast and Lidar working harmoniously will
deliver robust data, needed for debt providers and
provide risk mitigation for wind turbine design and
performance.
12
Coro Energy plc
www.coroenergyplc.com
Operational Review
continued
Next steps for our projects include:
100 MW utility scale solar
•
Currently prioritising land access, PPA, energy
service contracts, construction permits
100 MW utility scale onshore wind
•
Pre-development project approximately 12-18
months from having enough service contracts to
provide criotoical mass to take to the market for
funding the next steps in its development
Annual Report and Accounts for the year ended 31 December 2023
13
Stock code: CORO
STRATEGIC REPORT
During 2023 Coro completed the disposal of
its Italian operations and also sold its entire
shareholding in ion Ventures which contributed
significantly to achieving a net profit for the year
of $1.7m. The Group continued to invest across
its portfolio of projects including the Mako gas
field in Indonesia and wind and solar projects in
the Philippines and Vietnam whilst continuing to
focus on keeping general and administrative costs
under control.
2023 Results
Revenue of $235,000 (2022: $51,000) during 2023
reflects a full year of electricity generation at
Coro’s first solar project in Vietnam which after
depreciation and amortisation contributed a
gross profit of $157,000 (2022: $30,000). Temporary
curtailment challenges limited production in 2023
as a consequence of not being able to export to the
grid but Coro continues to make improvements and
demand is once again increasing at the factory.
The overhead cost base decreased during 2023
to $3.3m (2022: $3.6m) driven by modest but
meaningful cost reductions across most cost
categories, offset in part by an increase in non-cash
share based payment expenditure of $108,000.
The disposal of ion Ventures during 2023 yielded
an accounting gain on disposal of $1.3 million and
Coro’s share of the loss from ion Ventures was
$30,000 lower than during the comparative period
reflecting the disposal occurring partway though
the year. As at the reporting date $347k of sales
proceeds was still owing to Coro, which was received
in April 2024.
Coro entered into an the Option Agreement in
2022 with Zodiac Energy plc (“Zodiac”) pursuant
to which Zodiac had the option acquire the entire
share capital of Coro Europe Limited (“CEL”)
which in turn holds the interest in the 100% Italian
subsidiary Apennine SpA and the various natural
gas fields comprising Coro’s Italian operations. In
accordance with IFRS 5 Non-current assets held for
sale and discontinued operations, the assets and
liabilities of the Italian business were classified as
a disposal group held for sale at the 31 December
2022. The Italian business represented a separate
geographical area of operation for the Group
so remained as a discontinued operation in the
statement of comprehensive income in both the
comparative period and the current period up until
it was disposed.
In March 2023 Coro announced that Zodiac had
exercised the option and that a Sale and Purchase
Agreement (“SPA”) was concluded. The SPA
completed in November 2023 and from this date
the discontinued Italian operations ceased to be
consolidated as part of the Group. In return for
receiving a portion of the sales proceeds amounting
to €2.2 million in advance of completion, the SPA
was amended during the year to comprise of total
aggregate cash consideration of €5.86 million,
inclusive of the €0.3 million option fee recognised
as income in 2022, being a reduction of €140,000
from the originally agreed consideration €6 million.
The contingent 10% Net Profits Interest (“NPI”)
remained unchanged and capped at a maximum of
€1.5m. In addition Zodiac is liable to pay a working
capital adjustment to the Group for the net working
capital as at the completion date, which was agreed
between the parties in February 2024 to be €1m. As
this confirmed the quantum of a legal obligation
that existed as at the reporting date Coro considered
it as an adjusting event. Included therefore in trade
and other receivables as at the reporting date is
$1.25 million (€1.136 million) receivable from Zodiac
for the working capital adjustment of €1 million
and an agreed portion of deferred consideration of
€136,000 which is payable to Coro between February
2024 and December 2025. Resultantly $473,000 is
classified as a non-current receivable.
The accounting profit realised on the disposal of
the discontinued Italian operation is $6.5 million.
Additionally, for that portion of 2023 during which
the Italian operations remained consolidated, Coro
recognised a profit attributable to the discontinued
Italian operations of $210,000 (2022: $2.6 million).
The significant reduction in profit is mainly the
result of a steep decline in Italian natural gas prices,
in common with the global trend. In aggregate
Coro recognised a total gain for the year from
discontinued operations of $6.7m (2022: 2.6m).
Profit from both the disposal of ion Ventures and the
discontinued Italian operations are expected to be
exempt from taxation under the tax laws applicable
to the transactions.
The interest charge on the Eurobond loan remained
steady in 2023 at $3.5m (2022: $3.6m) The net foreign
exchange gain for the year is $0.3m (2022: $1.3m
loss).
Financial Review
14
Coro Energy plc
www.coroenergyplc.com
The net effect of the above is that the 2023 loss
before tax from continuing operations was $5.0m
(2022: $8.2m) with the decrease being driven
mainly by the gain on disposal of ion Ventures
and the effect of changes in exchange rates and a
revaluation of balance sheet items denominated
in various currencies giving rise to net foreign
exchange gains in 2023.
Overall the 2023 profit after tax from discontinued
operations was $6.7m (2022: $2.6m).
The total profit for the period was $1.7m (2022: $5.5m
loss) with the profit resulting from the successful
disposals described above.
2023 Financial Position
Property, plant and equipment of $1.7m (2022: $1.9m)
reflects the investment in the Company’s existing
solar project in Vietnam. The reduction in value
comprises mainly depreciation and foreign currency
differences.
Intangible assets comprise predominantly the
Group’s exploration and evaluation asset relating
to our 15% interest in the Duyung PSC. Intangible
assets increased to $20.2m (2022: $18.9) reflecting
mainly the Duyung venture’s capital expenditure
for 2023.
Net debt increased by $2.2m from $28.0m to $30.2m
(note 16 of the financial statements). Borrowings
increased by $3.1m, comprising of amortised
Eurobond interest expense of $3.5m less non-cash
interest payments of $1.4m and an unrealised
foreign exchange loss of $1m. Cash increased
by $0.9m. This increase reflects the net effect of
receipts from the disposal of ion Ventures and the
discontinued Italian operations and receipts from
customers offset by payments to suppliers and
employees and investment in Vietnam, Philippines
and the Duyung PSC.
Net assets of the Italian business, treated as a
disposal group held for sale, totalled $Nil at year-end
due to the disposal during the year (2022: $267k).
The Group ended the year with net liabilities of $7.1m
(2022: $7.3m).
Financial Review
continued
Annual Report and Accounts for the year ended 31 December 2023
15
Stock code: CORO
STRATEGIC REPORT
Our Approach To Risk Management
The Board of Directors recognises that an effective risk management framework is essential to safeguard
the Group’s assets and enable it to meet its strategic objectives. The Board takes overall responsibility for
identification and mitigation of risks, while the Audit Committee has delegated responsibility for reviewing
and monitoring the internal control and risk management systems on which the Group is reliant. In the
Board’s judgement, the following principal risks represent the biggest threat to the ability of the Group to
deliver on its strategy.
Risk
Description and Impact
Mitigation
Status
Strategic risks
Availability
of funding to
continue as a
going concern
and Capital
Structure
Coro’s asset portfolio does not yet
generate the cash necessary to grow the
business at a rate commensurate with
its ambition and the Group will need
to raise additional funds to implement
its strategy. The Company also has a
significant debt liability. The ability of
the Group to raise funds will depend on
factors not wholly within the control of
management, including general market
sentiment, capital structure of the
Company and attitudes toward small-
cap energy companies. As a result, there
can be no assurance that the required
funding will be available on favourable
terms, if at all. Failure to raise required
funds could have a material adverse
effect on the Group’s business, operating
results and financial condition, and may
result in erosion of value for investors, or
in the extreme, an inability to continue as
a going concern.
The Group’s strategic focus on
growing its renewables businesses
whilst supporting the operator
of the Duyung PSC to achieve
FID, which is aligned with the
ongoing energy transition,
partly mitigates the risk posed
by negative sentiment towards
the future prospects for the
energy industry. Management
also seeks to mitigate this risk
through prudent management
of costs and rigorous evaluation
of investment opportunities to
ensure these will be attractive to
investors in the debt and capital
markets. Ultimately, the Group is
targeting self-sustaining cash flow
from its asset portfolio.
Commodity
prices
The Group is exposed to risks arising from
fluctuations in the demand for, and price
of, electricity in Vietnam and Philippines
and gas in Indonesia / Singapore. These
prices depend on numerous factors
over which the Group does not have
any control, including global supply,
international economic trends, currency
exchange fluctuations, inflation,
consumption patterns and global or
regional political events.
This risk has increased as overall energy
prices have reduced since the temporary
highs experienced in 2022 and continued
geopolitical instability could bring further
volatility in the year ahead.
For assets in the production phase,
the Group mitigates this risk
through entering into fixed price
PPAs and gas sales agreements
where commercially acceptable.
Floor pricing is used wherever
possible.
The Group adopts a conservative
price forecast to ensure capital
is allocated to projects with
robust economics, even in lower
commodity price environments.
Managing Risk
16
Coro Energy plc
www.coroenergyplc.com
Risk
Description and Impact
Mitigation
Status
Operational risks
Oil and gas
exploration
and
production
risks
Coro has a non-operated interest in
the Duyung PSC, Coro is exposed to a
wide variety of risks, including failure to
locate hydrocarbons, changes to reserve
estimates or production volumes, variable
quality of hydrocarbons, weather impacts,
facility malfunctions, lack of access to
appropriate skills or equipment and cost
overruns. Failure to effectively manage
these risks could lead to decreased cash
generation, lower profitability and a
deterioration in the financial position of
the Group.
The Group has extensive
experience in the sector and
has the right mix of technical,
financial and operational skills
necessary to successfully develop
and produce oil and gas safely and
economically. In non-operated
joint ventures such as Duyung,
the Group seeks to be an active
participant in the key activities of
the venture, to the extent possible
under joint operating agreements.
Health,
safety and
environmental
matters
(“HSE”)
The Group now operates a rooftop solar
portfolio in Vietnam and is progressing
the development of wind and solar
assets in the Philippines. Work on our
renewables projects is often conducted
at height, with heavy machinery and
equipment and we have focussed on
understanding, and effectively mitigating
operational risks related to these
operations. Our experience of conducting
safe operations and being a responsible
custodian of the environment in which
we operate is grounded in the principles
and practices developed from historically
being a gas concession operator in Italy.
The same ethics and rigorous operational
HSE practices are also applied across our
renewables business. Key leading and
lagging HSE indicators are monitored
and recorded by the local teams with
oversight by the Managing Director,
Renewables. During 2023 operational and
maintenance activities were monitored
and practices scrutinised ensuring that
there was no lost time and no accidents
occurred.
With an increase in activity in Vietnam
planned for 2024 a full time HSE resource
is planned to be recruited to support the
business and implement responsible and
safe working practices.
The Group operates its renewables
business through a focus on
responsible operation, ensuring
close adherence to all regulatory
standards in respect of Health,
Safety and Environment matters.
This includes regular inspection
and maintenance of all our
facilities. Where we are not the
operator of a venture, we seek to
take an active role in joint venture
management and operating
committees, and work with the
operators to foster a culture of
responsible asset stewardship. Our
renewed sustainability strategy
that will be approved at board level
aligns us with relevant Sustainable
Development goals to ensure that
this stewardship is achieved.
Managing Risk
continued
Annual Report and Accounts for the year ended 31 December 2023
17
Stock code: CORO
STRATEGIC REPORT
Risk
Description and Impact
Mitigation
Status
HSE
Development and production of oil
and gas involves risks that may impact
the health and safety of personnel,
the community and the environment.
Industry-wide operating risks include
fire, explosions, blow outs, pipe failures,
abnormally pressured formations and
environmental hazards such as accidental
spills or leakage of petroleum liquids,
gas leaks, ruptures, or discharge of toxic
gases. Failure to manage these risks could
result in injury or loss of life, damage or
destruction of property, and damage
to the environment. Losses or liabilities
arising from such incidents could
significantly impact the Group’s financial
results. Pursuant to the disposal of our
Italian business the risks associated with
being an operator have decreased.
Changes
to law,
regulations or
government
policy, political
and emerging
market risk
Changes in law, regulations and/or
government policy may adversely affect
Coro’s business. Examples include
changes to land access, the introduction
of legislation that restricts or inhibits
exploration, development and production
of hydrocarbons, and unexpected
changes to subsidy regimes for low-
carbon energy assets. Similarly, changes
to direct or indirect tax legislation may
have an adverse impact on the Group’s
profitability, net assets and cash flow.
Further, the Group has expanded its
footprint in South East Asia where
countries generally exhibit emerging
market characteristics such as less
established fiscal and monetary controls,
laws, policies and regulatory processes.
The Group is exposed to the resultant risk
of being adversely affected by possible
political or economic instability in its
countries of operation including, inter
alia, security risks, expropriation of assets,
changes in mining or investment policies,
inconsistent interpretation of laws and
regulations including tax law, extreme
fluctuations in currency exchange
rates and high rates of inflation. All of
these factors could materially adversely
affect the Group’s business, results
of operations, financial condition or
prospects. Once again, political instability
and threat of whole regime changes has
increased this risk.
To mitigate these risks, the Group
employs staff and professional
advisers with experience operating
in all the Group’s key territories and
continuously monitors political,
legal and economic developments
in all its geographies. Active
dialogue is maintained with
local regulatory authorities in the
Group’s areas of operation.
18
Coro Energy plc
www.coroenergyplc.com
Risk
Description and Impact
Mitigation
Status
Alignment
with joint
venture
partners
Development of energy assets is
commonly undertaken with partners to
spread risk and reduce upfront capital
commitments for each party. Coro is
currently party to a Joint Operating
Agreement on the Duyung PSC, a Joint
Venture partnership with VPE in Vietnam
for the development of a rooftop solar
portfolio and a partnership in Philippines.
While these agreements are designed
to establish the rights and obligations
of all parties, and clarify governance
arrangements for investees, there is a risk
that the priorities of our partners will not
be aligned with our own. This could lead
to conflict between partners and delays
in development of projects, resulting in
variability in the Group’s forecast cash
flows and profitability. There are also
risks associated with the continuing
ability of partners to fund their share of
expenditures where this is applicable, as
it is on the Duyung venture. Our partners
are facing similar funding challenges;
hence we feel this risk has increased.
The Group seeks to mitigate this
risk through appropriate diligence
on potential partners prior to
investing in a venture, as well
as through active participation
in the key decisions of each
project to the extent permitted
by joint operating/shareholder
agreements.
Dependence
on key
personnel
The future performance of the Group
will, to a significant extent, be dependent
on its ability to retain the services and
personal connections or contacts of key
personnel and to attract, recruit, motivate
and retain other suitably skilled, qualified
and industry experienced candidates to
form a high-calibre management team.
Such key personnel are expected to play
an important role in the development
and growth of the Group, in particular by
maintaining good business relationships
with regulatory and governmental
departments and essential partners,
contractors and suppliers. The loss of the
services of any key personnel may have a
material adverse effect on the business,
operations, relationships and/or prospects
of the Group.
The Group seeks to mitigate
this risk through structuring
appropriate incentive packages
for key executives and staff, as
well as providing a challenging
and enjoyable work environment.
The Group’s key initiatives are also
managed internally by teams,
which mitigates the risk posed by
the loss of any key management
personnel.
Managing Risk
continued
Annual Report and Accounts for the year ended 31 December 2023
19
Stock code: CORO
STRATEGIC REPORT
Coro initiatives to incorporate Environmental,
Social, and Governance (“ESG”) criteria into our
operating framework reflect our commitment to
our shareholders, partners, employees, and the
communities in which we operate.
As Coro progresses towards realising our vision
of building a mid-tier South East Asian energy
company that supports the regional transition to
a low carbon economy, we will work to ensure ESG
is rooted in our systems, processes and decision-
making so it is a fundamental part of how we do
business. This will be a long-term, continuous
process of aligning our operations and controls with
our values as a company.
Transparency and honesty to our stakeholders will
remain at the centre of our ESG journey. We are
currently implementing comprehensive policies and
management systems to govern our operations and
decision-making across our business.
Progress on our ESG Journey
During 2023 registration of our Vietnam pilot project
into the I-REC carbon scheme was commenced. This
is a gold standard carbon emission saving scheme
that issues carbon credit certificates that in the
future will be tradeable and hold value for Coro and
its client base.
Our ESG Intentions
We believe the Environmental, Social and
Governance facets of ESG are intricately connected
and cannot be addressed in isolation. We strive to
conduct our business in a holistic way that ensures
each of these elements are considered with the
objectives of minimising harm and maximising
benefits to the Company, the environment and all
our stakeholders.
Our core areas of focus for the next two years are:
•
Efficient design, installation and operation of
our wind and solar renewable energy projects
in Vietnam and Philippines that has minimal
negative impact on the local environment and
communities
•
Contribute to the long-term economic benefit of
local communities by supporting local content
and diversity and building local skills capacity
•
Be a partner of choice for our employees and
communities through delivering consistent,
top quartile safety performance and supporting
health and education in the communities in
which we work
•
Conduct our business with the highest degree
of ethics and integrity by demonstrating
management commitment to strong and
transparent ESG performance with zero tolerance
of bribery and corruption
•
Build positive stakeholder relationships for the
long term
Committed to a Journey of
Continuous Improvement
The Management and Board of Coro is committed
to this journey of continuous improvement and
transparency, reporting its performance and
demonstrating to Coro’s stakeholders it is a
responsible energy partner to support South East
Asia in their transition to a low carbon economy.
ESG Statement of Intent
20
Coro Energy plc
www.coroenergyplc.com
ESG
At Coro, we are conscious that while our strategy
is focused on the energy transition, our assets still
give us exposure to gas. However, as coal supply
(the dominant energy source in South East Asia)
becomes disrupted with Indonesia stopping exports,
it is clear the need for gas which is 50% less carbon
intensive than coal is still apparent and increasing.
While we fine tune our ESG strategy, the core
principles as below remain in force across our
operations.
Environment
We respect the environment in which we operate
and pledge to act with consideration and minimal
impact on the natural world. We do business under
all appropriate international and local environmental
regulations. As we expand and develop our
operations in South East Asia, sensitivity around site
selection both in the development stage and, as our
assets reach final stage, sensitive restoration is key
for Coro.
Social
We treat our employees, partners and in country
hosts fairly and with respect. We encourage diversity
and social change for good and have been involved
in several projects in Italy over recent years, including
assisting with building a school in the local area. As
we expand on our operations, our relationships with
local communities in which we operate within South
East Asia will be a priority.
Governance
As a listed entity, we follow the Quoted Companies
Alliance Corporate Governance Code 2018 (“QCA
Code”), as well as the regulations and best practice
guidance given by AIM and the FCA. Our Board
meets regularly to opine on key strategic decisions
and our Company Secretary records all meetings
and (together with our Nominated Adviser) assists
with guiding us and advising us on all governance
related matters.
HSE/Technical Matters
The HSE/Technical matters are addressed directly by
the Board during Board meetings.
Paramount to Coro’s ability to pursue its strategic
priorities is a safe workplace and a culture of
“safety first”. The Company regards environmental
awareness and sustainability as key strengths in
planning and carrying out business activities.
Coro’s daily operations are conducted in a way
that adheres to these principles and Management
is committed to their continuous improvement.
While growing from exploration roots, the Company
has strived to continually improve underlying
safety performance. The Company has adopted
a Health, Safety and Environment Management
System, which provides for a series of procedures
and routine checks (including periodical audits)
to ensure compliance with all legal and regulatory
requirements and best practices in this area.
In 2023, Coro maintained its outstanding
occupational health, safety and environmental track
record. During 2023, the total man-hours amounted
to 14,306 (2022: 31,672) with zero Lost Time Injury
(“LTIs”) recorded (2022: nil).
The 2023 HSE Report is provided on page 30.
Annual Report and Accounts for the year ended 31 December 2023
21
Stock code: CORO
STRATEGIC REPORT
Section 172 (1) of the Companies Act 2006 obliges the
Directors to promote the success of the Company for
the benefit of the Company’s members as a whole.
This section specifies that the Directors must act
in good faith when promoting the success of the
Company and in doing so have regard (amongst
other things) to:
a. the likely consequences of any decision in the
long term;
b. the interests of the Company’s employees;
c. the need to foster the Company’s business
relationship with suppliers, customers and others;
d. the impact of the Company’s operations on the
community and environment;
e. the desirability of the Company maintaining
a reputation for high standards of business
conduct; and
f. the need to act fairly as between members of
the Company.
The Board of Directors is collectively responsible
for formulating and delivering on the Company’s
strategy.
Some of the key decisions taken by the Board in
2023, which we believe served to promote the
success of the Company for the benefit of all
stakeholders, included:
•
Development of renewable projects within
South East Asia including 100 MW solar and the
three 100 MW wind projects in the Philippines.
In Vietnam, the Company has signed a binding
14-year PPA with Mobile World Group to deliver
power at ten sites as a pilot phase with a capacity
of 430kw.
•
The Company completed the disposal of its
Italian natural gas portfolio to Zodiac Energy
plc. The total maximum consideration of
the sale.including the NPI but excluding the
working capital adjustment, was Euro 7.4 million
($8 million).
•
The Company sold its 18.76% shareholding in
ion Ventures Holdings Ltd to SLT1 LLC for a cash
consideration of £1.25 million ($1.6 million).
•
The operator of the Duyung PSC, Conrad, signed
a non-binding Term Sheet with Sembcorp Gas
Pte. Ltd. for a long-term gas sales agreement for
the Mako gas field, which was endorsed by the
Indonesian petroleum upstream regulator. The
gas price and volume allocation for the Mako
field was approved by the Indonesian Minister
of Energy and Natural Resources, permitting
Conrad to finalise fully termed Gas Sales
Agreements. The Mako project will contribute to
Indonesia's target of doubling gas production
by 2030.
•
Broadening of our South East Asian energy
strategy: The Directors continue to strongly
believe in the potential of South East Asian
energy markets, where primary energy demand
is forecast to continue increasing and where
coal remains the primary source of electricity
generation. The expected reduction in coal’s
share of the energy mix in these growth
markets, to be replaced by gas and cleaner
renewable sources, remains a key driver of the
Company’s strategy.
Our operations in Vietnam are always on rooftops,
due to the current opportunities within the local
legislation, which means our impact upon local
communities is minimal and unobtrusive. In relation
to the environment we are servicing electricity
demand using clean technology that has zero
carbon emissions, replacing grid supplied power
that is typically generated from fossil fuels.
The Philippines is ground mounted utility scale
projects that require significant land banks for
hosting our facilities, at every stage we consult
locally with communities and report to local and
national Government departments, to inform and
also to be aware of all environmental factors, if
land areas are of particular sensitivity, alternative
locations are sought, the areas that have been
chosen, will be subject to Environmental Impact
Assessments that are independently conducted
and provide recommendations for minimising
impact through construction and lifetime. All sites
are treated sympathetically and in harmony with
government guidance, which usually involves
habitat regeneration post construction through the
planting of trees and vegetation.
Directors’ Statement under s.172(1) CA 2006
22
Coro Energy plc
www.coroenergyplc.com
Through our activities and increasing profiles,
suppliers and potential customers have engaged
with Coro and formed relationships. This has
allowed Coro to access manufacturers expertise
in engineering and the advances made through
their research and development programmes.
Key partnerships are being formed that will value
engineer projects and provide best value for money
solutions enhancing project IRR’s, delivering
maximum shareholder value.
The Board places equal importance on all
shareholders and strives for transparent and
effective external communications, within the
regulatory confines of an AIM-listed company.
The primary communication tool for regulatory
matters and matters of material substance is
through the Regulatory News Service (“RNS”). The
Company’s website is also updated regularly, and
provides further details on the business, as well as
links to helpful content such as our latest investor
presentations. We also hold investor events, which
are open to all shareholders and provide a means
through our website for investors to communicate
any questions or concerns to the Company.
Throughout 2023, we held Q&A sessions for investors,
with presentations and detailed updates given
on Coro’s strategy to shareholders and potential
new investors.
Our employees are one of the primary assets of
our business and are critical to the future success
of the Company. First and foremost, the Directors
strive to ensure a safe working environment for
all staff and contractors, and we are proud of our
safety achievements in 2023. We also seek to reward
employees with remuneration packages, which align
the interests of the Company and its shareholders
with those of employees. We believe we have
achieved this through the award of share options,
which values medium to long-term performance
over short term achievements. Employees are
also provided with challenging work and external
training opportunities to ensure their continual
development.
Conclusion
The Directors believe they have acted the way they
consider most likely to promote the success of the
Company for the benefit of its members as a whole,
as required by Section 172 (1) of the Companies Act
2006.
This Strategic Report was approved by the Board on
9 September 2024 and signed on its behalf by:
TOM RICHARDSON
Non-Executive Director
Directors’ Statement under s.172(1) CA 2006
continued
Annual Report and Accounts for the year ended 31 December 2023
23
Stock code: CORO
GOVERNANCE REPORT
The Board of Coro ensure that the Company
embraces the highest standards of corporate
governance and manages the Board in the best
interests of our many stakeholders. The Board
believes that practising solid corporate governance
is essential for building a successful and sustainable
business, and our commitment to good corporate
governance has allowed us to build a healthy
corporate culture throughout the organisation.
The Company adopts the Quoted Companies
Alliance Corporate Governance Code (2018) (the
“QCA Code”), which it still believes to be the most
appropriate governance code for Coro. We report our
compliance with the QCA Code on the Company’s
website and in this Annual Report. In November
2023, the Quoted Companies Alliance published the
latest version of its corporate governance code (the
“2023 QCA Code”), which will apply to financial years
beginning on or after 1 April 2024. The Company will
be taking steps to look at its compliance with the
2023 QCA Code during the course of 2024.
In March 2023, the intended appointment of
Naheed Memon was announced and Mark Hood
agreed to step down as a Non-Executive Director of
the Company to ensure the Company maintained
a balanced and cost effective Board. Naheed
Memon was appointed as an Independent Non-
Executive Director in April 2023. Tom Richardson
was appointed as an Independent Non-Executive
Director in July 2023. In February 2024, with a view
to transitioning to a structure more appropriate for
the Group's current stage of development and focus,
Stephen Birrell and Naheed Menon, both agreed to
step down as Directors by mutual consent. Marco
Fumagalli also retired from the Board in April 2024
at the Company’s AGM, following seven years as a
Non-Executive Director.
At the Company’s AGM held on 24 April 2024 both
myself and James Parsons stood for re-election
as required under the Company’s Articles of
Association. The voting at the AGM was carried out
by way of a poll to ensure that each shareholder
voting was able to vote in proportion to their
shareholding. The resolution to appoint Mr Parsons
failed and as a result the Company was suspended
from trading for a period of time whilst a new
director was appointed to the Board. On 2 July
2024 Harry Beamish was appointed to the Board
as a Non-Executive Director and on publication
of the annual reports and accounts I will take the
position as Non-Executive Chair of the Company.
Additionally, with the publication of these financial
results it is expected that the suspension will be
lifted and that the Company will be able to resume
trading. I and my fellow Board member are currently
working to ensure that the Company can continue
to build its business as planned and work with
Lenders to restructure the Eurbond for the benefit of
all stakeholders.
The Company is developing its growth strategy of
developing low carbon energy investments in South
East Asia, together with looking to monetise and /
or fund its existing interest in the Duyung PSC. The
Company is committed to responsible and ethical
business practices when we make any business
decisions, at both Board and operational levels.
This is particularly important to us as an acquisitive
business, and our culture is something that we
maintain and closely monitor.
The importance of engaging with our shareholders
continues, and the Board strives to ensure that there
are numerous opportunities for investors to engage
with both the Board and Executive team.
TOM RICHARDSON
Non-Executive Director
QCA Code – Application, Principles
and Disclosure Requirements
The Board of Directors of the Company recognises
the importance of corporate governance and
applies the QCA Code, which we believe is the
most appropriate governance code for a company
of our size with shares admitted to trading on
the Alternative Investment Market (“AIM”) of the
London Stock Exchange. The QCA Code provides
the Company with the framework to help ensure
that a strong level of governance is maintained,
enabling the Company to embed the governance
culture that exists within the organisation as part of
building a successful and sustainable business for all
its stakeholders.
The QCA Code has ten principles of corporate
governance that the Company has committed to
apply within the foundations of the business, as
summarised below. Further disclosures regarding
the Company’s application of the QCA Code can be
found on the Company’s website.
Corporate Governance Statement
24
Coro Energy plc
www.coroenergyplc.com
Principles
Coro Response
Establish a strategy and business
model that promotes long-term
value for shareholders
The Group’s strategy and business model are outlined on pages
7 to 8.
Seek to understand and meet
shareholder needs and expectations
The Group seeks to engage with shareholders regularly through
its Regulatory News Flow, periodic online Question and Answer
forums and preparation of investor presentations, which are updated
quarterly and available on the Group’s website, and at in person
General Meetings.
Take into account wider stakeholder
and social responsibilities and their
implications for long-term success
The Group seeks to be a responsible corporate citizen in all its
territories of operation and has an “open door” policy internally where
employees can raise opinions and concerns to management. We
are committed to operating our business according to the highest
international safety and environmental standards. We strive to deliver
lasting benefit to the communities and environments where we
work as well as our shareholders, contractors and employees.
Embed effective risk management,
considering both opportunities
and threats, throughout the
organisation
The Group has an effective risk management framework, which is
subject to oversight by the Audit Committee. See further details on
pages 15 to 18.
Maintain the Board as a well-
functioning balanced team led by
the Chair
The current composition of the Board altered following the 2024
AGM. The Company intends to address the Board composition
further and for a Chair to be appointed on publication of the annual
reports and accounts. Refer to further discussion of the Board
structure, composition and processes on pages 26 to 29.
Ensure that between them the
Directors have the necessary
up-to-date experience, skills and
capabilities
The complementary skills and experience of our Board and
management team are included on page 25.
Evaluate Board performance based
on clear and relevant objectives,
seeking continuous improvement
Refer to a discussion of Board evaluation on page 27.
Promote a corporate culture that
is based on ethical values and
behaviours
The Group’s employees are bound by a Code of Conduct, which sets
forth the standards expected by the Company. This includes a zero-
tolerance approach to bribery and corruption, and a commitment
on the part of all employees to a high level of honesty, care, fair
dealing and integrity in the conduct of Coro’s business activities.
A Whistleblowing Policy is in place to provide a framework for
employees to call out unethical or illegal behaviour.
Maintain governance structures and
processes that are fit for purpose
and support good decision-making
by the Board
Refer to further discussion of the Group’s governance structures,
including matters reserved for the Board, on page 26.
Communicate how the Company
is governed and is performing
by maintaining a dialogue with
shareholders and other relevant
stakeholders
The Group’s financial and operational performance are summarised
in the Annual Report and the Interim Report, with regular updates
provided to stakeholders in other forums through the year, including
press releases, investor events and regular updates to the Group’s
website.
Corporate Governance Statement
continued
Annual Report and Accounts for the year ended 31 December 2023
25
Stock code: CORO
GOVERNANCE REPORT
TOM RICHARDSON
Independent Non-Executive Director
(Appointed to the Board on 20 July 2023.)
Tom is an experienced Director of listed companies.
He is currently Chairman of Fenikso Limited and
an independent director of Canadian Overseas
Petroleum Limited. In addition, Tom was an
Executive Director of Nostrum Oil & Gas Plc a UK
FTSE 250 premium listed company. Prior to working
in Oil & Gas Tom has worked for ING, JP Morgan and
NM Rothschild covering investment banking, capital
markets and credit. Tom has a B.Sc in Economics &
Politics from the University of Bristol.
HARRY BEAMISH
Independent Non-Executive Director
(Appointed to the Board on 2 July 2024.)
Harry has significant expertise in the energy and
renewables sectors with over a decade specialising
in emerging markets. Harry has developed,
advised and structured multiple renewable energy
transactions across Hydro, Solar, Wind, and Energy
Efficiency and advises companies within the Energy
Transition space.
Harry is the co-founder and Partner of Becquerel
Capital, the development and structuring boutique
focused on sustainable power infrastructure, with
significant experience in Emerging Markets. He
holds a master's degree in International Business
and Finance from ESCP-EAP European School of
Management.
JAMES PARSONS
Executive Chair
(Appointed to the Board on 12 December 2017 until
24 April 2024).
MARCO FUMAGALLI
Non-Executive Director
(Appointed to the Board on 12 December 2017 until
24 April 2024).
STEPHEN BIRRELL
Independent Non-Executive Director
(Appointed to the Board on 25 March 2022 until
16 February 2024.
NAHEED MEMON
Independent Non-Executive Director
(Appointed to the Board on 14 April 2023 until
16 February 2024.)
MARK HOOD
Non-Executive Director
(Appointed to the Board on 17 March 2021 until
24 March 2023.)
Management
MICHAEL CARRINGTON
Managing Director Renewables
JAMES PARSONS
Managing Director
Board of Directors
26
Coro Energy plc
www.coroenergyplc.com
Role of the Board
The Group continued to evolve in 2023 and develop
the business in South East Asia. It is critical that the
Group’s governance and control structure is robust,
clearly defined and communicated. The Board of
Directors is responsible for the overall management
and performance of the Group and operates within
a framework of prudent and effective controls,
which enables risk to be assessed and managed. It
is also collectively responsible for the success of the
Group and operates within a framework of reserved
matters, delegations and assurance.
Governance Structure
In 2023, there were changes to the Board. In
March 2023, the intended appointment of Naheed
Memon was announced and Mark Hood agreed
to step down as a Non-Executive Director of the
Company. Naheed Memon was appointed as an
Independent Non-Executive Director in April 2023.
Tom Richardson was appointed as an Independent
Non- Executive Director in July 2023. In Feburary
2024, with a view to transitioning to a structure
more appropriate for the Group's current stage of
development and focus, Stephen Birrell and Naheed
Menon, both agreed to step down as Directors by
mutual consent. Marco Fumagalli also retired from
the Board in April 2024 at the Company’s AGM,
following seven years as a Non-Executive Director.
Tom Richardson and James Parsons both stood for
re-election at the 2024 AGM as per the requirements
of the Company’s Articles of Association. Mr Parsons
was not re-elected and stepped down as a director
following th AGM on 24 April 2024. As a result the
Company’s stock was suspended until such time
that an additional director joined the Board. On
2 July 2024 Harry Beamish was appointed to the
Board and with the publication of these financial
results it is expected that the suspension will
be lifted and the Company can resume trading.
Additionally, on publication of the annual reports
and accounts, Tom Richardson is to be appointed as
Non-Executive Chair of the Company.
Currently, the Board comprises of Tom Richardson,
Non-Executive Director and Harry Beamish, Non-
Executive Director.
Michael Carrington joined the Company in March
2021 as Chief Operating Officer. Michael co-founded
Global Energy Partnership Ltd and has over 30
years’ experience of energy efficiency and clean tech
generation in the built environment.
Matters Reserved for the Board
The Board retains full and effective control over
the Group and is responsible for the Group’s
strategy and key financial and compliance issues.
There are certain matters that are reserved for the
Board, which are reviewed on an annual basis, and
they include:
•
Strategy and management
approval of strategic aims and objectives;
approval of the Group’s annual operating and
capital expenditure budgets and changes;
decision to cease to operate all or any material
part of the Group’s business;
•
Structure and capital
major changes to the Group’s corporate
structure; any change to the Company’s listing;
•
Financial reporting and controls
approval of financial results; annual reports and
accounts; dividend policy and declaration of
any dividend; significant changes in accounting
policies/practice; and treasury policies;
•
Internal controls
ensuring maintenance of a sound system of
internal control and management;
•
Contracts
major capital contracts; contracts that are
material or strategic; and major investments or
any acquisitions/disposals;
•
Communications
approval or resolutions and documentation put
forward to shareholders;
•
Board membership and other appointments
•
Remuneration
determining the remuneration policy for
Directors, senior Executives and Non-Executive
Directors; introduction of new share incentive
plans; and changes to existing plans;
•
Corporate governance matters
review of the Group’s overall corporate
governance arrangements;
•
Policies
approval of Group policies, including the share
dealing code;
•
Other
litigation involving £5m and over or otherwise
material to the Group; approval of the
appointment of professional advisers; and
approval of overall levels of insurance for
the Group.
Corporate Governance Framework
Annual Report and Accounts for the year ended 31 December 2023
27
Stock code: CORO
GOVERNANCE REPORT
Board Meeting Attendance
Year ended 31 December 2023
Board
(scheduled)
Board
(ad hoc1)
Audit
Committee
Remuneration
Committee
HSE
Committee
Nominations
Committee
Number of meetings held
5
10
3
4
5
1
James Parsons
5
10
–
–
–
–
Marco Fumagalli
5
10
3
4
1
Naheed Memon²
3
4
–
–
–
–
Stephen Birrell
5
10
3
4
5
1
Mark Hood3
1
3
–
–
–
–
Tom Richardson4
2
3
–
–
–
–
1.
Ad hoc meetings are called for specific matters, generally of a more administrative nature not requiring full Board attendance.
2.
Appointed on 14 April 2023
3.
Resigned on 24 March 2023
4.
Appointed on 20 July 2023
Board Evaluation
The Directors consider seriously the effectiveness
of the Board, its Committees and individual
performance.
The Board generally meets formally five times a
year with ad hoc Board meetings as the business
demands. There is a regular flow of communication
between the Directors and the Management team.
Board meeting agendas are set in consultation
with the Management team, with consideration
being given to both standing agenda items and
the strategic and operational needs of the business.
Comprehensive Board papers are circulated well in
advance of meetings, giving Directors ample time to
review the documentation and enabling an effective
meeting.
Resulting actions are tracked for appropriate delivery
and follow up. The Directors have a broad knowledge
of the business and understand their responsibilities
as Directors of a UK company quoted on AIM.
The Company’s Nomad provides annual Boardroom
training as well as initial training as part of a
Director’s onboarding. The Company Secretary,
assisted by the Group’s solicitors, helps keep the
Board up-to-date with developments in corporate
governance and liaise with the Nomad on areas
of AIM requirements. The Company Secretary has
frequent communication with both the Directors
and Management team and is available to other
members of the Board as required.
The Directors also have access to the Company’s
auditors and lawyers as and when required, and
the Directors are able, at the Company’s expense,
to obtain advice from other external advisers
if required.
The Board recognises that, in order to meet the
requirements of the QCA Code, a Board effectiveness
process needs to be considered in the short to
medium term. To date, a formal Board effectiveness
review has not been undertaken given recent Board
changes; however, a formal review will be arranged
as and when considered appropriate. The Directors
are committed to ensuring the ongoing efficient
functioning of the Board to ensure it is meeting
its objectives.
Board Committees
The Board has formed four committees: the Audit Committee, the HSE/Technical Committee, the
Nominations Committee and the Remuneration Committee, with delegated responsibility to monitor their
respective areas and to report back to the full Board. The Committees operate under clearly defined terms
of reference, which are kept under review, to ensure proper functioning of the Committees and effective
application of best practice. The Directors appointed to each Committee are outlined below, with the HSE/
Technical Committee supported by additional employees with the appropriate skills and experience during
the year.
28
Coro Energy plc
www.coroenergyplc.com
Auditor Rotation
The Company’s policy is to undertake an audit
tender at least every ten years and to change
auditors at least every 20 years. The incumbent
auditor, PKF Littlejohn LLP, has been the Company’s
auditor since its first financial period, which ended
31 December 2017, meaning this is their seveth
year as the Company’s auditors. The audit of the
2021 financial statements was the final year for the
audit partner, Joseph Archer was replaced with
Daniel Hutson, given the requirement to change
audit partner every five years. During the 2023
audit, Daniel Hutson stepped down as the audit
partner and was replaced with Imogen Massey. The
Company does not have any plans to retender the
audit in the next 12 months.
Board Reports
Audit Committee
The Audit Committee comprises Harry Beamish
(Chair) and Tom Richardson. Marco Fumagalli
served as Chair until he retired from the Board on
24 April 2024.
Scope and responsibilities:
The Audit Committee is mainly responsible for the
oversight of financial reporting in accordance with
regulatory and statutory requirements, and for
the review and monitoring of the Group’s internal
financial control and risk management systems. The
Committee meets a minimum of twice a year.
2023 activities:
•
Reviewed the 2022 audit plan and approved
auditor’s remuneration.
•
Reviewed and approved the Group’s 2022 Annual
Report and 2023 Interim Report.
•
Reviewed the independence and competence
of the Group’s auditor, PKF Littlejohn LLP (“PKF”)
and recommended their reappointment.
•
Considered the going concern position of the
Group.
•
Reviewed the Group’s risk register.
Remuneration Committee
The Remuneration Committee comprises Non-
Executive Directors Tom Richardson (Chair), and
Harry Beamish. Stephen Birrell served as Chair until
he stepped down from the Board and as Committee
Chair in Feburuary 2023.
The Committee generally meets twice a year
and is responsible for making recommendations
to the Board of Directors on senior Executives’
remuneration.
The Committee reviews the overall Remuneration
policy of the Company, the Executive Director’s
scorecard, and bonus awards related to the
achievements of the targets set.
2023 activities:
•
Reviewed and approved the 2022 bonus awards
to Executives and management and the 2022
scorecard.
•
Discussed and debated the changes to the
Executive management team.
•
Reviewed the Group’s long-term incentive
structures.
•
Approved options.
• Reviewed and approved the 2023 scorecard.
•
Considered the remuneration package for the
Executive Chair and members of the Executive
Management team.
Nominations Committee
The Nominations Committee comprises of Tom
Richardson (Chair) and Harry Beamish. Stephen
Birrell served as Chair until his resignation in
February 2023..
The Committee was established during 2020, with
matters pertaining to Nominations previously dealt
with by the Remuneration Committee.
The role of the Committee is to consider Board
composition and succession planning, to identify
candidates for NED positions and to make
recommendations to the Board.
2023 activities:
•
Considered the near term composition of
the Board.
Corporate Governance Framework
continued
Annual Report and Accounts for the year ended 31 December 2023
29
Stock code: CORO
GOVERNANCE REPORT
HSE/Technical Committee
During 2024 all HSE and Technical matters are dealt
with directly by the Board at each scheduled Board
meeting.
Paramount to Coro’s ability to pursue its strategic
priorities is a safe workplace and a culture of
“safety first”. The Company regards environmental
awareness and sustainability as key strengths in
planning and carrying out business activities.
Coro’s daily operations are conducted in a way
that adheres to these principles and Management
is committed to their continuous improvement.
While growing from exploration roots, the Company
has strived to continually improve underlying
safety performance. The Company has adopted
a Health, Safety and Environment Management
System, which provides for a series of procedures
and routine checks (including periodical audits)
to ensure compliance with all legal and regulatory
requirements and best practices in this area.
In 2023, Coro maintained its outstanding
occupational health, safety and environmental track
record. During 2023, the total man-hours amounted
to 14,306 (2022: 31,672) with zero Lost Time Injury
(“LTIs”) recorded (2022: nil)
The 2023 HSE Report is provided on page 30.
30
Coro Energy plc
www.coroenergyplc.com
The total man-hours worked in 2023 were 14,306 with key HSE statistics recorded in the following four main
categories:
1) Man-hours Worked
2023
2022
Company
3,250
7,794
Contractors
11,056
23,878
Total man-hours
14,306
31,672
2) Lagging Indicators
2023
2022
Fatality
0
0
Lost Time Injury (LTI)
0
0
Restricted Work Case (RWC)
0
0
Medical Treatment Case (MTC)
0
0
First Aid Case (FAC)
0
0
Property damage
0
0
Environmental incident
0
0
Road Traffic Accident (RTA)
0
0
Near miss
0
1
HiPo (high potential incidents)
0
0
Lost workdays
0
0
3) Leading Indicators
2023
2022
HSE inspections
238
329
HSE audits
15
11
HSE meetings
1
18
HSE inductions
263
453
Emergency drills
1
0
TBTs
0
0
Training hours
137
14
SHOC cards
0
0
JSAs
0
11
Management visits
3
6
4) Environmental Data
2023
2022
Diesel consumed (mc)
21
25
Water consumed (mc)
22
36
Mud cuttings (mc)
0
0
Non-hazardous waste (tonne)
4,066
1,949
Hazardous waste (tonne)
0
2
Instrumentation gas (mc)
3,810
4,680
Electrical energy (MWh)
196,585
98
All 2023 data relate to the time between January and October 2023, after which the Italian assets disposal
became effective.
Coro is proud of its HSE achievements, with zero LTIs placing us ahead of industry averages.
HSE Report
Annual Report and Accounts for the year ended 31 December 2023
31
Stock code: CORO
GOVERNANCE REPORT
Remuneration Committee
The Remuneration Committee recognises the
importance of attracting, retaining and motivating
talent within the Boardroom and the wider
Executive team to ensure the success of the
Company.
The Remuneration Committee is responsible
for reviewing and determining compensation
arrangements for all Directors and senior Executives.
The Committee considers the appropriateness of
the nature and amount of emoluments of such
officers on a periodic basis by reference to relevant
employment market conditions with the overall
objective of ensuring maximum stakeholder benefit
from the retention of a high-quality Board and
senior Executive team.
There were changes made to the Company’s Board
and Executive team in 2023. In March 2023, the
intended appointment of Naheed Memon was
announced and Mark Hood agreed to step down
as a Non-Executive Director of the Company to
ensure the Company maintained a balanced and
cost effective Board. Naheed Memon was appointed
as an Independent Non-Executive Director in
April 2023. Tom Richardson was appointed as an
Independent Non- Executive Director in July 2023.
In Feburary 2024, with a view to transitioning to a
structure more appropriate for the Group's current
stage of development and focus, Stephen Birrell
and Naheed Menon, both agreed to step down
as Directors by mutual consent. Marco Fumagalli
also retired from the Board in April 2024 at the
Company’s AGM, following seven years as a Non-
Executive Director. Tom Richardson and James
Parsons both stood for re-election at the 2024 AGM
as per the requirements of the Company’s Articles
of Association. Mr Parsons was not re-elected and
stepped down as a Director following the AGM
on 24 April 2024. As a result the Company’s stock
was suspended until such time that an additional
director joined the Board. On 2 July 2024 Harry
Beamish was appointed to the Board and with the
publication of these financial results the suspension
should be lifted and the Company resume trading.
Additionally, on publication of the annual reports
and accounts, Tom Richardson is to be appointed as
Non-Executive Chair of the Company.
The Committee will continue to work to ensure that
the appropriate policies and framework are in place
to reward the new Executive team for achievements
and targets met, which, in turn, creates value for
stakeholders.
Remuneration Package –
Executive Directors
The Company offers a fixed remuneration package
of salary, pension and certain benefits. In addition,
Executive Directors are eligible for a discretionary
bonus award. Award of bonuses depends on
performance against a balanced scorecard, which is
agreed by the Committee. In 2023 the Committee
awarded options in which Executives are entitled to
participate. Options may be granted to Executives
annually, at the discretion of the Committee, and will
generally vest in three years subject to performance
vesting conditions determined by the Committee.
Non-Executive Directors’ Fees
The fees paid to the Non-Executive Directors are
set at a level both in line with the market and to
appropriately reward and retain individuals of a high
calibre and are reviewed and approved by the Board.
The fees paid reflect the level of commitment and
contribution to the Company. Fees are paid monthly
in cash and are inclusive of all Committee roles and
responsibilities.
Directors’ Remuneration Report
32
Coro Energy plc
www.coroenergyplc.com
Remuneration of Directors
The following remuneration table comprises Directors’ salaries and benefits in kind that were payable to
Directors who held office during the year ended 31 December 2023:
Salary and
cash benefits
US$
Bonus
US$
Fees
Total
2023
US$
Total 2022
US$’000
Executive Director
James Parsons
333
26
–
359
403
Non-Executive Directors
Mark Hood1
41
–
22
63
253
Marco Fumagalli
52
–
–
52
49
Stephen Birrell
52
–
–
52
38
Andrew Dennan2
–
–
–
–
22
Fiona MacAulay3
–
–
–
–
16
Tom Richardson4
23
–
–
23
–
Naheed Memon5
37
–
–
37
–
Total
538
26
22
586
781
1. Resigned on 24 March 2023 2. Resigned on 14 June 2022 3. Resigned on 25 March 2022 4. Appointed on 20 July 2023
5. Appointed on 14 April 2023
Share-Based Payments
In 2023, James Parsons was granted 35,000,000 new share options in the Company. There were no other
new share options granted to Directors in the year. The table below shows all outstanding share awards to
the Directors. The options awarded to Directors vest after three years subject to fulfilling the set performance
conditions. The total share-based payments expense recognised in respect of Directors in 2023 was US$223k
(2022: US$145k). For further details, refer to note 6 of the Notes to the Financial Statements.
The number of share options held by the Directors in the current and prior year is set out below:
Options
held at
1 January
2023
Granted
during
the year
Exercised
during
the year
Lapsed/
forfeited
during
the year
Options
held at
31 December
2023
Mark Hood
59,022,733
–
–
–
59,022,733
James Parsons
57,080,979
35,000,000
–
(10,000,000)
82,080,979
Marco Fumagalli
10,000,000
–
–
(10,000,000)
–
Directors’ Interest in Shares
Directors and their connected persons had the following interests in shares of the Company at
31 December 2023:
Name of Director
No. of
shares at
31 December
2023
No. of
shares at
31 December
2022
James Parsons
4,695,414
4,695,414
Marco Fumagalli1
–
–
1.
Marco Fumagalli holds no Ordinary Shares directly. M Fumagalli holds a 25% interest in Continental Investment Partners S.A
(“Continental”), which has 3,817,065 Ordinary Shares as at 31 December 2023, (3,817,065 Ordinary Shares were held as at 31 December 2022).
This Remuneration Report was approved by the Board of Directors on 9 September 2024 and signed on its
behalf by:
TOM RICHARDSON
Non-Executive Director
Directors’ Remuneration Report
continued
Annual Report and Accounts for the year ended 31 December 2023
33
Stock code: CORO
GOVERNANCE REPORT
The Directors present their Annual Report and
the audited Group and Company financial
statements of Coro Energy plc for the year ended
31 December 2023.
Principal Activities
Coro is an AIM-listed South East Asian energy
company supporting the regional transition to a
low-carbon economy, with a strategy centred on
low-carbon energy investments, supported by an
existing platform of gas assets.
During the year the Group completed the disposal
of its Italian natural gas portfolio to Zodiac Energy
plc, and also divested its entire shareholding in ion
Ventures and is now fully focussed on it’s South East
Asian businesses.
Results and Dividends
The Group made a profit attributable to owners of
the Company of $1.7m (2022: US$5.5m loss).
The Directors have not recommended payment of a
dividend (2022: nil).
Directors
The Directors who served during the period, and up
to the date of this report, were as follows:
•
Tom Richardson (appointed 20 July 2023)
•
Harry Beamish (appointed 2 July 2024)
•
James Parsons (until 24 April 2024)
•
Marco Fumagalli (until 24 April 2024)
•
Mark Hood (until 24 March 2023)
•
Stephen Birrell (until 16 February 2024)
•
Naheed Memon (until 16 February 2024)
Directors’ and Officers’ Indemnity
Insurance
The Group has made qualifying third-party
indemnity provisions for the benefit of its Directors
and officers. These were made during the previous
year and renewed post year end, and remain in force
at the date of this report.
Provision of Information to Auditor
So far as each of the Directors is aware at the time
this report is approved:
•
there is no relevant audit information of which
the Company’s auditor is unaware; and
•
the Directors have taken all steps that they ought
to have taken to make themselves aware of any
relevant audit information and to establish that
the auditor is aware of that information.
Future Developments
Future developments are included in the Statement
from the Directors.
Information on the financial instruments of the
Group and its approach to financial risk management
is disclosed in note 21 to the financial statements.
Substantial Shareholdings
The Directors were advised of the following
significant direct and indirect interests in the
issued share capital of the Company above 3%. The
information is as at register analysis cut-off date of
30 December 2023, except where TR-1 notifications
are made subsequent to the date of these Annual
Reports and Financial Statements:
Name of shareholder
Interest
River Merchant Capital Ltd
9.45%
Novum Securities*
8.32%
Spreadex Ltd**
4.07%
*
Private Investor Holdings
** 67,396,000 votes (2.62%) – CFD/Spread bet financial
instruments – 62,153,318 ordinary shares (2.42%) held directly.
Subsequent Events
The events after the reporting period are set out in
note 26 to the financial statements.
Going Concern
The Group and Company financial statements
have been prepared under the going concern
assumption, which presumes that the Group and
Company will be able to meet its obligations as they
fall due for the foreseeable future.
At 31 December 2023 the Group had cash reserves
of $1.1m and current receivables of $1.1m related
to residual sales proceeds from the sale of Italian
operations and its investment in ion Venture. The
Group’s Eurobond obligation matured on 12 April
2024 with the outstanding balances, including the
Directors’ Report
34
Coro Energy plc
www.coroenergyplc.com
rolled up coupon, or US$31.3 million. The Group
has been in active discussions with bondholders
in relation to the restructuring of the bonds and
received a letter from two lenders holding 68% of
the Eurobonds on 12 April 2024 (the "Standstill").
The Standstill, which the Company is advised is
binding on the parties, provides a conditional
standstill on the repayment of the Group's current
debt obligations on expiry whilst the ongoing
constructive discussions with the Group in respect
of the Eurobonds continue and whilst certain
inflexion points in the business materialise, including
the outcome of the Duyung Operator's farm
out process. The Group is working on a broader
debt restructuring, which it intends to formally
propose to all Eurobond holders and shareholders
in due course. The Standstill conditions include a
requirement for lender consent on material capex
spend during the period of the standstill together
with requirements for the provision of certain
information and the appointment of a financial
advisor nominated by the noteholders to provide
advice to the Board and the lenders. During the
course of the Standstill, the Group will work with
the lenders and the financial advisor reviewing
the existing arrangements and working towards
a permanent debt restructuring solution for the
business. The Group cautions that, notwithstanding
the ongoing constructive discussions to-date and
the agreement of this Standstill, noteholders could
withdraw the Standstill at any time which would
result in the Company triggering a default.
In the event of a default the amount owed
under the Eurobond may result in the group
relinquishing control of Coro Energy Holdings Cell
A Limited (which ultimately holds the exploration
and evaluation assets totalling $18,731k as at 31
December 2023), against which the Eurobond is
secured. Additionally, it should be noted that the
carrying value of the investment in the subsidiary
($17,452k) (note 20) and intercompany receivables
of $254k and loans to subsidiaries of $1.67m (note
20) on the parent company statement of financial
position are intrinsically linked to the carrying value
of the exploration and evaluation assets totalling
$18,731k; therefore if control of Coro Energy Holdings
Cell A Limited is lost then these balances would all
require impairment.
As at 31 December 2023, the group reports net
current liabilities of $34,516k, consisting primarily
of balances owed to the Eurobond holders along
with trade and other payables. The group requires
funding to repay these balances or to obtain
an agreement to defer the balances owed to
the Eurobond holders and other creditors or a
combination of both, in order to meet its liabilities
as they fall due. Additionally, whilst the group has
generated cash from solar project in Vietnam over
the last two financial periods; this has not been
sufficient to meet the working capital requirements
of the group.
Post the year under review, the Company raised
US$500,000 via a secured convertible loan with River
Merchant Capital, an existing lender to the Company
under the Company’s Luxembourg 8% listed
Eurobond and Fenikso Limited. The proceeds of this
loan will be utilised to fund the Group's renewables
business and for general working capital purposes.
Under the Group’s forecast, this loan together with
existing bank balances provides sufficient funding to
fund the Company’s working capital requirements
through to the end of January 2025.
During the year the Group secured a non-binding
lending commitment from HD Bank in Vietnam
whereby the bank has provided the Group with an
in principle commitment letter initially focussed
on providing debt finance for 50% of the capital
spend commitment for the ten locations in the pilot
stage of the previously announced 50MW MOU
with Mobile World Investment Corporation to install
rooftop solar systems across their portfolio.
Management have prepared a consolidated cash
flow forecast for the period to 31 December 2025
which shows that the Group will require additional
equity financing to meet its obligations and
intended work renewables work programme in Asia
during this period. The Group is actively pursuing
a significant fundraise and the directors have a
reasonable expectation that sufficient funds can be
raised on equity markets to provide this liquidity,
although the ability to raise sufficient capital is not
guaranteed.
Based on the above, the Directors consider it
appropriate to continue to adopt the going concern
basis of accounting in preparing the Group and
Company financial statements for the year ended 31
December 2023. Should the Group and Company be
unable to continue trading, adjustments would have
to be made to reduce the value of the assets to their
recoverable amounts, to provide for further liabilities
which might arise and to classify fixed assets as
current. The auditors make reference to a material
uncertainty in relation to going concern within their
audit report.
This Directors’ Report was approved by the Board on
9 September 2024 and signed on its behalf by:
TOM RICHARDSON
Non-Executive Director
Directors’ Report
continued
Annual Report and Accounts for the year ended 31 December 2023
35
Stock code: CORO
GOVERNANCE REPORT
The Directors are responsible for preparing the
Annual Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors are required to prepare
the Group and Company Financial Statements
in accordance with UK-adopted international
accounting standards and, as regards the Company
financial statements, as applied in accordance with
the requirements of the Companies Act 2006.
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 Company and the Group as at the
end of the financial year and of the profit or loss
of the Group and the Company for that period. In
preparing these financial statements, the Directors
are required to:
•
select suitable accounting policies and then
apply them consistently;
•
make judgments and accounting estimates that
are reasonable and prudent;
•
state whether the applicable UK adopted
international accounting standards have been
followed subject to any material departures
disclosed and explained in the financial
statements; and
•
prepare the financial statements on a 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 and Company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Company and the Group
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 Company and Group 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 Company’s website.
Legislation in the United Kingdom governing the
preparation and dissemination of the financial
statements may differ from legislation in other
jurisdictions.
The Group is compliant with AIM Rule 26 regarding
the Group’s website.
This report was approved by the Board on
9 September 2024 and signed on its behalf by:
TOM RICHARDSON
Non-Executive Director
Statement of Directors’ Responsibilities
36
Coro Energy plc
www.coroenergyplc.com
Independent Auditor's Report
To the Members of Coro Energy Plc
Opinion
We have audited the financial statements of
Coro Energy Plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31
December 2023 which comprise the Consolidated
Statement of Comprehensive Income, the
Consolidated and Company Balance Sheets,
the Consolidated and Company Statements of
Changes in Equity, the Consolidated and Company
Statements of Cash Flows and notes to the financial
statements, including significant accounting
policies. The financial reporting framework that has
been applied in their preparation is applicable law
and UK-adopted international accounting standards.
In our opinion:
•
give a true and fair view of the state of the
group’s and parent company’s affairs as at 31
December 2023 and of its profit for the year then
ended;
•
the group financial statements have been
properly prepared in accordance with UK-
adopted international accounting standards;
•
the parent company financial statements have
been properly prepared in accordance with UK-
adopted international accounting standards and
as applied in accordance with the provisions of
the Companies Act 2006; and
•
the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s responsibilities for the audit of the
financial statements section of our report. We
are independent of the company in accordance
with the ethical requirements that are relevant to
our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied
to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to
going concern
We draw attention to note 2c in the financial
statements, which indicates that:
•
As at 31 December 2023, the group reports net
current liabilities of $34,516k, consisting primarily
of balances owed to the Eurobond holders
along with trade and other payables. The group
requires funding to repay these balances or to
obtain an agreement to defer the balances owed
to the Eurobond holders and other creditors
or a combination of both, in order to meet its
liabilities as they fall due;
•
The group’s and parent company’s financing
arrangement, being the Eurobond, fell due on 12
April 2024 with amounts outstanding of $31,327k
as at 31 December 2023. The group and parent
company have been unable to conclude re-
negotiations or obtain replacement financing.
Repayment has at the current time not been
demanded under a Standstill agreement with
68% of the bondholders, however, the Standstill
could be withdrawn at any time; and
•
Failure to repay the amount owed may result in
the group relinquishing control of Coro Energy
Holdings Cell A Limited (which ultimately holds
the exploration and evaluation assets totalling
$18,731k as at 31 December 2023), against
which the Eurobond is secured. Additionally,
it should be noted that the carrying value of
the investment in the subsidiary ($17,452k),
intercompany receivables ($254k), and loans to
subsidiaries ($1.67m) on the parent company
statement of financial position are intrinsically
linked to the carrying value of the exploration and
evaluation assets totalling $18,731k; therefore if
control of Coro Energy Cell A Limited is lost then
these balances would all require impairment.
As stated in note 2c, these events or conditions,
along with the other matters as set forth in note
2c, indicate that a material uncertainty exists that
may cast significant doubt on the company’s ability
to continue as a going concern. Our opinion is not
modified in respect of this matter.
Annual Report and Accounts for the year ended 31 December 2023
37
Stock code: CORO
GOVERNANCE REPORT
In auditing the financial statements, we have
concluded that the director’s use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the
company’s ability to continue to adopt the going
concern basis of accounting included the following:
•
We critically assessed management’s financial
forecasts through comparing actual outcomes in
2023 results against historic forecasts. Underlying
key assumptions, including revenue, operating
and capital expenditure were assessed by
considering factors such as historical revenue
profiles, and operating expenditure historic
actuals in order to assess the reasonableness of
the forecasts.
•
We assessed the reasonableness of key
assumptions underpinning the forecasts by
reference to publicly available information and
underlying source documentation.
•
We reviewed post year end information for
consistency with the forecasts.
•
We agreed post year end cash position to bank
statements.
•
We obtained the agreement in respect of the
new post year end financing arrangement, being
the convertible loan note of $500k.
•
We reviewed discretionary versus committed
spend in the forecast and completeness of
expenses included.
•
We performed sensitivity analysis on the cash
flow forecast to consider the available headroom
under different reasonably possible scenarios
including an increase in expenses.
•
We made enquiries of Management and
Directors and reviewed Board minutes to assess
the completeness of commitments considered in
the cash flow forecasts.
•
We evaluated the adequacy of disclosures made
in the financial statements in respect of going
concern.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
Our application of materiality
Entity
Basis for materiality Materiality
Coro Energy Plc –
group
5% (2023: 5%)
of net liabilities
$355k
(2022: $293k)
Coro Energy Plc –
parent company
5% (2022: 5%) of
net liabilities but
capped based on
group materiality
$240k
(2022: $180k)
The scope of our audit was influenced by our
application of materiality. We set certain quantitative
thresholds for materiality. These, together with
qualitative considerations, helped us to determine
the scope of our audit and the nature, timing and
extent of our audit procedures on the individual
financial statement line items and disclosures
and in evaluating the effect of misstatements,
both individually and on the financial statements
as a whole.
Based on our professional judgement, we
consider net liabilities to be the most significant
determinant of the group’s and parent company’s
financial performance used by shareholders as
the group continues to progress its assets and the
parent company continues to support the group’s
development activities.
Whilst materiality for the financial statements as
a whole was set at $355k (2022: $293k), significant
components of the group were audited to a level
of materiality ranging between $90k and $240k
(2022: between $91k and $205k). Performance
materiality for the group and components was set
at 70% (2022: 70%) to ensure sufficient coverage of
key balances. We apply the concept of materiality
both in planning and performing our audit, and
in evaluating the effect of misstatements. At the
planning stage materiality is used to determine the
financial statement areas that are included within
the scope of our audit and the extent of sample sizes
during the audit.
We agreed with management that we would
report to the audit committee all audit differences
identified during the course of our audit in excess
of $17.7k (2022: $14.7k) for the group and $12k (2022:
$9k) for the parent company. We also agreed to
report differences below these thresholds that, in
our view warranted reporting on qualitative grounds.
38
Coro Energy plc
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Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the
financial statements. In particular, we looked at areas requiring the directors to make subjective judgements,
for example in respect of significant accounting estimates including the carrying value of assets and the
consideration of future events that are inherently uncertain. We also addressed the risk of management
override of internal controls, including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
An audit was performed on the financial information of the group’s operating components which for the year
ended 31 December 2023 were located in the United Kingdom and Asia, with the group’s accounting function
being based in the UK.
The audit of all significant components was performed in London, conducted by PKF Littlejohn LLP using a
team with specific experience of auditing listed entities in the energy and resource sector.
Our work scope included audit procedures to address the key audit matters, being the capitalisation and
impairment of intangible development assets and exploration expenditure, the recoverability of investments
and intercompany receivables and the disposal accounting of the Italian portfolio.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to
the matter described in the Material uncertainty related to going concern section we have determined the
matters described below to be the key audit matters to be communicated in our report.
Independent Auditors' Report
To the Members of Coro Energy Plc continued
Annual Report and Accounts for the year ended 31 December 2023
39
Stock code: CORO
GOVERNANCE REPORT
Key Audit Matter
How our scope addressed this matter
Capitalisation and impairment of exploration and development assets
There is a risk that the carrying values of the
group's exploration and development assets are
not fully recoverable and should be impaired in
line with IFRS 6, Exploration for and Evaluation
of Mineral Resources and IAS 36, Impairment of
Assets.
The group has various exploration and
development projects, predominantly in Indonesia
and the Philippines. Given the early stage of
development of the projects, the assessment of
impairment requires significant judgement and
therefore this matter is considered to be a key audit
matter. This risk also relates to the appropriate
capitalisation of exploration costs amounting to
$18,731k (2022: $17,707k) and development costs
amounting to $579k (2022: $428k) in accordance
with IFRS 6 and IAS 38, Intangible Assets,
respectively.
Related disclosures are included in Note 2e and
Note 13 to the financial statements.
Our audit work in this area included:
•
Testing a sample of capitalised exploration and
evaluation expenditures and development costs
to source documentation in order to assess their
eligibility for capitalisation under IFRS 6 and IAS
38, respectively;
•
Ensuring the validity of exploration licences
and relevant agreements relating to project
partnerships and reviewing key terms to ensure
appropriateness of accounting treatment;
•
Making enquiries of management regarding
future plans for each project including obtaining
cashflow projections where necessary and
corroborating to minimum spend requirements
attached to licences, where appropriate;
•
Considering whether there are indications of
impairment on a project by project basis in
accordance with the requirements of IFRS 6 and
IAS 36, as applicable;
•
Reviewing management’s impairment papers in
respect of the carrying value of intangible assets.
Providing challenge to, and corroborating any key
assumptions used;
•
Reviewing Board minutes and Regulatory News
Services announcements in the year and post
year end for indicators of potential impairment;
and
•
Evaluating the appropriateness of the
presentation and disclosures in the financial
statements.
Based on the work performed, we are satisfied that
intangible assets are not materially misstated.
We draw your attention to the Material uncertainty
related to going concern section of this report,
which refers to the security against the Eurobond,
which, if exercised, could result in impairment of
the exploration and evaluation assets relating to the
Duyung PSC totalling $18,731k as at 31 December
2023.
40
Coro Energy plc
www.coroenergyplc.com
Key Audit Matter
How our scope addressed this matter
Valuation of investments and intercompany receivables (parent company)
There is a risk of material misstatement regarding the
recoverability of investments in subsidiaries (including
intercompany receivables and loans from subsidiaries
i.e. the net investment in each subsidiary).
The carrying value of investments is ultimately
dependent on the value of the underlying assets.
Many of the underlying assets are exploration and
development projects which are at an early stage,
making it difficult to definitively determine their
value. Valuations for these sites are therefore based
on judgments and estimates made by the Directors,
which leads to a risk of misstatement and as such this
is deemed to be a key audit matter.
Similar considerations apply to the recoverability of
loans to group undertakings.
Related disclosures are included in Notes 2e, 11 and 20
to the financial statements.
Our audit work in this area included:
•
Obtaining evidence of ownership for all
investments held within the group;
•
Reviewing the value of investment balances
against the value of the underlying assets,
including reference to work performed in respect
of the carrying value of intangible assets in
accordance with IFRS 6 and IAS 38;
•
Reviewing management’s impairment paper
in respect of the recoverability of investment
balances (including intercompany receivables)
at the parent company level and providing
appropriate challenge, corroborating any key
assumptions and inputs used;
•
Evaluating management’s assessment of
expected credit losses in relation to intercompany
receivables, where applicable; and
•
Evaluating the appropriateness of the
presentation and disclosures in the financial
statements.
Based on the work performed, we are satisfied that
the carrying value of investments in subsidiaries
and intercompany receivables are not materially
misstated.
We draw your attention to the Material uncertainty
related to going concern section of this report, which
refers to the security against the Eurobond, which, if
exercised, could result in impairment of investments
in subsidiaries ($17,452k), intercompany receivables
($254k) and loans to subsidiaries ($1.67m) relating
to Coro Energy Holdings Cell A Limited and its
subsidiaries as at 31 December 2023.
Independent Auditors' Report
To the Members of Coro Energy Plc continued
Annual Report and Accounts for the year ended 31 December 2023
41
Stock code: CORO
GOVERNANCE REPORT
Key Audit Matter
How our scope addressed this matter
Disposal Accounting – Italian Portfolio
The Italian operations, consisting of subsidiary
Apennine Energy SpA, and its parent company, Coro
Europe Limited, were disposed of during the year
under review.
On 8 November 2023 it was announced that the
sale of the Italian portfolio was approved by the
Italian regulatory authorities and that the sale was
completed. The total consideration for the sale, was up
to Euro 7.4 million which consists of Euro 5.86 million
upfront consideration and a 10% net profit interest
(‘NPI’) on future profits, capped at Euro 1.5 million.
There is a risk that the disposal of the Italian portfolio
has not been accurately accounted for.
Related disclosures are included in Note 2e and Note
19a to the financial statements.
Our audit work in this area included:
•
Obtaining relevant agreements relating to the
sale and reviewing the terms to understand the
point at which the sale was complete and control
was no longer deemed to be held by the group;
•
Agreeing consideration, dates and entities sold to
the sale agreement;
•
Vouching any consideration received to bank
statements;
•
Determining the appropriateness of
management’s considerations relating to the 10%
NPI on future profits;
•
Recalculating the gain recognised on the
disposal and reviewing the appropriateness of
accounting entries made;
•
Ensuring the assets and liabilities have
been derecognised appropriately from the
consolidation; and
•
Reviewing disclosures made in respect of the
disposal and ensuring these are accurate and
complete.
Based on the work performed, we are satisfied that
the accounting treatment of the disposal is not
materially misstated.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained
within the annual report. Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
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Coro Energy plc
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Matters on which we are required to
report by exception
In the light of the knowledge and understanding
of the company and its environment obtained
in the course of the audit, we have not identified
material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
adequate accounting records have not been
kept, or returns adequate for our audit have not
been received from branches not visited by us; or
•
the financial statements are not in agreement
with the accounting records and returns; or
•
certain disclosures of directors’ remuneration
specified by law are not made; or
•
we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’
responsibilities, the directors are responsible for
the preparation of the financial statements and
for being satisfied that they give a true and fair
view, and for such internal control as the directors
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the company’s ability
to continue as a going concern, disclosing, as
applicable, matters related to going concern and
using the going concern basis of accounting unless
the directors either intend to liquidate the company
or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We
design procedures in line with our responsibilities,
outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
•
We obtained an understanding of the group
and parent company and the sector in which
they operate to identify laws and regulations that
could reasonably be expected to have a direct
effect on the financial statements. We obtained
our understanding in this regard through
detailed discussions with management about the
potential instances of non-compliance with laws
and regulations both in the UK and in overseas
subsidiaries. We also selected a specific audit team
based on experience with auditing entities within
this industry of a similar size.
•
We determined the principal laws and
regulations relevant to the group and parent
company in this regard to be those arising from:
–
Companies Act 2006;
–
AIM Rules for Companies; and
–
Local tax and employment law.
Independent Auditors' Report
To the Members of Coro Energy Plc continued
Annual Report and Accounts for the year ended 31 December 2023
43
Stock code: CORO
GOVERNANCE REPORT
•
We designed our audit procedures to ensure the
audit team considered whether there were any
indications of non-compliance by the group and
parent company with those laws and regulations.
These procedures included, but were not limited
to:
–
Making enquiries of management;
–
Reviewing Board Minutes;
–
Reviewing legal ledger accounts; and
–
Reviewing Regulatory News Services
announcements.
•
We also identified the risks of material
misstatement of the financial statements due to
fraud. We considered, in addition to the non-
rebuttable presumption of a risk of fraud arising
from management override of controls, that
there were no other significant fraud risks.
•
As in all of our audits, we addressed the risk of
fraud arising from management override of
controls by performing audit procedures which
included, but were not limited to: the testing
of journals; reviewing accounting estimates for
evidence of bias; and evaluating the business
rationale of any significant transactions that are
unusual or outside the normal course of business.
Because of the inherent limitations of an audit,
there is a risk that we will not detect all irregularities,
including those leading to a material misstatement
in the financial statements or non-compliance
with regulation. This risk increases the more that
compliance with a law or regulation is removed
from the events and transactions reflected in the
financial statements, as we will be less likely to
become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission
or misrepresentation.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the 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 company’s members those matters we are
required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to
anyone, other than the company and the company's
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Imogen Massey (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
9 September 2024
44
Coro Energy plc
www.coroenergyplc.com
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2023
Notes
31 December
2023
US$’000
31 December
2022
US$’000
Continuing operations
Revenue
235
51
Depreciation and amortisation expense
(78)
(21)
Gross profit
157
30
Other (loss)/income
(3)
309
General and administrative expenses
5
(3,305)
(3,574)
Depreciation expense
(10)
(15)
Impairment reversal
54
–
Gain on disposal of investments in associates and subsidiaries
19b
1,313
–
Share of loss of associates
(49)
(82)
Loss from operating activities
(1,843)
(3,332)
Finance income
7
1,045
636
Finance expense
7
(4,249)
(5,491)
Net finance expense
(3,204)
(4,855)
Loss before income tax
(5,047)
(8,187)
Income tax benefit/(expense)
8
–
–
Loss for the year from continuing operations
(5,047)
(8,187)
Discontinued operations
Gain for the year from discontinued operations
19a
6,738
2,642
Total profit/(loss) for the year
1,691
(5,545)
Other comprehensive income/loss
Items that may be reclassified to profit and loss
Exchange differences on translation of foreign operations
(3,339)
2,925
Total comprehensive loss for the year
(1,648)
(2,620)
Profit/(loss) attributable to:
Owners of the Company
1,717
(5,479)
Non-controlling interests
(26)
(66)
Total comprehensive loss attributable to:
Owners of the Company
(1,622)
(2,554)
Non-controlling interests
(26)
(66)
Basic and diluted profit/(loss) per share from continuing operations ($)
9
(0.002)
(0.004)
Basic earnings per share from discontinued operations (US$)
0.0025
0.001
Diluted earnings per share from discontinued operations (US$)
0.0024
0.001
The consolidated statement of comprehensive income should be read in conjunction with the accompanying
notes.
Annual Report and Accounts for the year ended 31 December 2023
45
Stock code: CORO
FINANCIAL STATEMENTS
Consolidated Balance Sheet
Company number: 10472005
As at 31 December 2023
Notes
31 December
2023
US$’000
31 December
2022
US$’000
Non-current assets
Property, plant and equipment
12
1,680
1,854
Intangible assets
13
20,190
18,896
Investment in associates
23
–
259
Other financial assets
19a
472
–
Total non-current assets
22,342
21,009
Current assets
Cash and cash equivalents
21
1,095
166
Trade and other receivables
11
1,399
213
Inventory
10
35
34
Total current assets
2,529
413
Assets of disposal group held for sale
19
–
9,710
Total assets
24,871
31,132
Liabilities and equity
Current liabilities
Trade and other payables
15
660
819
Borrowings
16
31,327
–
Total current liabilities
31,987
819
Non-current liabilities
Borrowings
16
–
28,183
Total non-current liabilities
–
28,183
Liabilities of disposal group held for sale
19
–
9,443
Total liabilities
31,987
38,445
Equity
Share capital
17
3,826
3,184
Share premium
17
51,762
50,862
Merger reserve
18
–
9,708
Other reserves
18
3,603
7,267
Non-controlling interests
(92)
(66)
Accumulated losses
(66,215)
(78,268)
Total equity
(7,116)
(7,313)
Total equity and liabilities
24,871
31,132
The consolidated balance sheet should be read in conjunction with the accompanying notes.
The financial statements on pages 44 to 88 were authorised for issue by the Board of Directors on
9 September 2024 and were signed on its behalf by:
TOM RICHARDSON
Non-Executive Director
46
Coro Energy plc
www.coroenergyplc.com
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
Attributable to equity shareholders of the Company
Share
capital
US$’000
Share
premium
US$’000
Merger
reserve
US$’000
Other
reserves
US$’000
Accumulated
losses
US$’000
Non-
controlling
interest
US$’000
Total
US$’000
At 1 January 2022
2,943
50,461
9,708
4,180
(72,822)
–
(5,530)
Total comprehensive
loss for the period:
Loss for the period
–
–
–
–
(5,479)
(66)
(5,545)
Other comprehensive
income
–
–
–
2,925
–
–
2,925
Total comprehensive
income/(loss) for the
period
–
–
–
2,925
(5,479)
(66)
(2,620)
Transactions with
owners recorded
directly in equity:
Issue of share capital
241
401
–
–
–
–
642
Lapsed share options
–
–
–
(33)
33
–
–
Share based payments
for services rendered
–
–
–
195
–
–
195
Total transactions
with owners recorded
directly in equity
241
401
–
162
33
–
837
Balance at
31 December 2022
3,184
50,862
9,708
7,267
(78,268)
(66)
(7,313)
Attributable to equity shareholders of the Company
Share
capital
US$’000
Share
premium
US$’000
Merger
reserve
US$’000
Other
reserves
US$’000
Accumulated
losses
US$’000
Non-
controlling
interest
US$’000
Total
US$’000
At 1 January 2023
3,184
50,862
9,708
7,267
(78,268)
(66)
(7,313)
Total comprehensive
loss for the year:
Profit/(loss) for the year
–
–
–
–
1,717
(26)
1,691
Disposal of
discontinued
operations
–
–
(9,708)
(628)
10,336
–
–
Other comprehensive
loss
–
–
–
(3,339)
–
–
(3,339)
Total comprehensive
(loss)/profit for the year
3,184
50,862
–
3,300
(66,215)
(92)
(8,961)
Transactions with
owners recorded
directly in equity:
Issue of share capital
642
900
–
–
–
–
1,542
Share based payments
for services rendered
–
–
–
303
–
–
303
Total transactions
with owners recorded
directly in equity
642
900
–
303
–
–
1,845
Balance at 31
December 2023
3,826
51,762
–
3,603
(66,215)
(92)
(7,116)
The consolidated statement of changes in equity should be read in conjunction with the accompanying note
17 on share capital and note 18 Reserves.
Annual Report and Accounts for the year ended 31 December 2023
47
Stock code: CORO
FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows
For the year ended 31 December 2023
Notes
31 December
2023
US$’000
31 December
2022
US$’000
Cash flows from operating activities
Receipts from customers
2,970
6,270
Payments to suppliers and employees
(5,709)
(6,599)
Interest received
7
1
–
Net cash used in operating activities
(2,738)
(329)
Cash flow from investing activities
Payments for property, plant and equipment
(11)
(1,868)
Payments for exploration and evaluation assets
13
(1,024)
(338)
Payments for intangible development assets
13
(138)
(257)
Cash relating to deconsolidated subsidiary
19a
(83)
–
Receipt from sale of Italian operations
19a
3,070
–
Receipt from sale of ion Ventures
19b
1,286
–
Net cash generated by/(used) in investing activities
3,100
(2,463)
Net increase/(decrease) in cash and cash equivalents
362
(2,792)
Cash and cash equivalents brought forward
784
3,551
Effects of exchange rate changes on cash and cash equivalents
(51)
25
Cash and cash equivalents carried forward
1,095
784
The consolidated statement of cash flows should be read in conjunction with the accompanying notes,
including the net debt reconciliation in note 16.
On 13 January 2023, the Eurobond note holders elected to receive interest payments on the notes in relation
to the quarter to 12 January 2023 in new ordinary shares of the Company. A total of 229,325,962 new ordinary
shares in the Company were issued in connection with this election.
On 27 January 2023, the Company restructured its arrangements with its Philippines partners to increase the
Company’s entitlement to future dividends from 80% to 88% with the issuance of 40,000 new ordinary shares
to the Philippines partners.
On 13 April 2023, the Eurobond note holders elected to receive interest payments on the notes in relation to
the quarter to 12 April 2023 in new ordinary shares of the Company. A total of 257,556,113 new ordinary shares in
the Company were issued in connection with this election.
48
Coro Energy plc
www.coroenergyplc.com
Company Balance Sheet
Company number: 10472005
As at 31 December 2023
Notes
31 December
2023
US$’000
31 December
2022
US$’000
Non-current assets
Investment in subsidiaries
20
18,683
17,501
Property, plant and equipment
12
7
3
Intangible assets
13
–
7
Investment in associates
19b
–
602
Total non-current assets
18,690
18,113
Current assets
Cash and cash equivalents
21
573
130
Trade and other receivables
11
4,190
3,204
Loans to subsidiaries
20
–
65
Total current assets
4,763
3,399
Total assets
23,453
21,512
Liabilities and equity
Current liabilities
Trade and other payables
15
318
734
Loans from subsidiaries
20
3,602
–
Borrowings
16
31,327
–
Total current liabilities
35,247
734
Non-current liabilities
Borrowings
16
–
28,183
Interest bearing loans
21
–
1,263
Total non-current liabilities
–
29,446
Total liabilities
35,247
30,180
Equity
Share capital
17
3,826
3,184
Share premium
17
51,762
50,862
Other reserves
18
2,489
2,713
Accumulated losses
(69,871)
(65,427)
Total equity
(11,794)
(8,668)
Total equity and liabilities
23,453
21,512
The Company balance sheet should be read in conjunction with the accompanying notes.
As permitted by s408 of the Companies Act 2006, the Company has not presented its own income statement.
The Company loss for the year was US$4.4m (2022: loss US$7.1m).
The financial statements on pages 44 to 88 were authorised for issue by the Board of Directors on
9 September 2024 and were signed on its behalf by:
TOM RICHARDSON
Non-Executive Director
Annual Report and Accounts for the year ended 31 December 2023
49
Stock code: CORO
FINANCIAL STATEMENTS
Company Statement of Changes in Equity
For the year ended 31 December 2023
Share
capital
US$’000
Share
premium
US$’000
Other
reserves
US$’000
Accumulated
losses
US$’000
Total
US$’000
At 1 January 2022
2,943
50,461
2,095
(58,405)
(2,906)
Total comprehensive loss for the period:
Loss for the period
–
–
–
(7,055)
(7,055)
Other comprehensive income
–
–
456
–
456
Total comprehensive income/(loss) for the period
–
–
456
(7,055)
(6,599)
Transactions with owners recorded directly
in equity:
Issue of share capital
241
401
–
–
642
Lapsed share options
–
–
(33)
33
-
Share-based payments for services rendered
–
–
195
–
195
Total transactions with owners recorded directly
in equity
241
401
162
33
837
Balance at 31 December 2022
3,184
50,862
2,713
(65,427)
(8,668)
Share
capital
US$’000
Share
premium
US$’000
Other
reserves
US$’000
Accumulated
losses
US$’000
Total
US$’000
At 1 January 2023
3,184
50,862
2,713
(65,427)
(8,668)
Total comprehensive loss for the year:
Loss for the year
–
–
–
(4,444)
(4,444)
Other comprehensive loss
–
–
(527)
–
(527)
Total comprehensive loss for the year
–
–
(527)
(4,444)
(13,639)
Transactions with owners recorded directly in
equity:
Issue of share capital
642
900
–
–
1,542
Share-based payments for services rendered
–
–
303
–
303
Total transactions with owners recorded directly in
equity
642
900
303
–
–
Balance at 31 December 2023
3,826
51,762
2,489
(69,871)
(11,794)
The consolidated statement of changes in equity should be read in conjunction with the accompanying note
17 on share capital and note 18 Reserves.
50
Coro Energy plc
www.coroenergyplc.com
Company Statement of Cash Flows
For the year ended 31 December 2023
Notes
31 December
2023
US$’000
31 December
2022
US$’000
Cash flows from operating activities
Payments to suppliers and employees
(2,874)
(4,428)
Net cash used in operating activities
(2,874)
(4,428)
Cash flow from investing activities
Proceeds on disposal of equity accounted associates
19b
1,286
–
Net cash generated from investing activities
1,286
–
Cash flows from financing activities
Loans from subsidiaries
20
2,080
–
Interest bearing borrowings from subsidiaries
21
–
1,263
Net cash generated from/(used in) financing activities
2,080
1,263
Net increase/(decrease) in cash and cash equivalents
492
(3,165)
Cash and cash equivalents brought forward
130
3,269
Effects of exchange rate changes on cash and cash equivalents
(49)
26
Cash and cash equivalents carried forward
573
130
The Company statement of cash flows should be read in conjunction with the accompanying notes.
On 13 January 2023, the Eurobond note holders elected to receive interest payments on the notes in relation
to the quarter to 12 January 2023 in new ordinary shares of the Company. A total of 229,325,962 new ordinary
shares in the Company were issued in connection with this election.
On 27 January 2023, the Company restructured its arrangements with its Philippines partners to increase the
Company’s entitlement to future dividends from 80% to 88% with the issuance of 40,000 new ordinary shares
to the Philippines partners.
On 13 April 2023, the Eurobond note holders elected to receive interest payments on the notes in relation to
the quarter to 12 April 2023 in new ordinary shares of the Company. A total of 257,556,113 new ordinary shares in
the Company were issued in connection with this election.
Annual Report and Accounts for the year ended 31 December 2023
51
Stock code: CORO
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2023
Note 1: Corporate Information
Coro Energy plc (the “Company” and, together with its subsidiaries, the “Group”) is a company incorporated
in England and listed on the AIM market of the London Stock Exchange. The Company’s registered address
is c/o Pinsent Masons LLP, 1, Park Row, Leeds, England, LS1 5AB, UK. The consolidated financial statements for
the year ended 31 December 2023 comprise the Company and its interests in its subsidiaries, investments in
associates and jointly controlled operations (together referred to as the “Group”), whose principal activities are
described further in the Directors’ Report on page 33.
Note 2: Basis of Preparation
(a) Statement of compliance
The financial statements are prepared in accordance with UK-adopted international accounting standards
and with the requirements of the Companies Act 2006.
(b) Basis of measurement
These financial statements have been prepared on the basis of historical cost apart from non-current assets
(or disposal groups) held for sale, which are measured at fair value less costs of disposal and derivative financial
instruments recorded at fair value through profit and loss.
(c) Going concern
The Group and Company financial statements have been prepared under the going concern assumption,
which presumes that the Group and Company will be able to meet its obligations as they fall due for the
foreseeable future.
At 31 December 2023 the Group had cash reserves of $1.1m and current receivables of $1.1m related to residual
sales proceeds from the sale of Italian operations and its investment in ion Venture. The Group’s Eurobond
obligation matured on 12 April 2024 with the outstanding balances, including the rolled up coupon, or
US$31.3 million. The Group has been in active discussions with bondholders in relation to the restructuring
of the bonds and received a letter from two lenders holding 68% of the Eurobonds on 12 April 2024 (the
"Standstill"). The Standstill, which the Company is advised is binding on the parties, provides a conditional
standstill on the repayment of the Group's current debt obligations on expiry whilst the ongoing constructive
discussions with the Group in respect of the Eurobonds continue and whilst certain inflexion points in
the business materialise, including the outcome of the Duyung Operator's farm out process. The Group is
working on a broader debt restructuring, which it intends to formally propose to all Eurobond holders and
shareholders in due course. The Standstill conditions include a requirement for lender consent on material
capex spend during the period of the standstill together with requirements for the provision of certain
information and the appointment of a financial advisor nominated by the noteholders to provide advice to
the Board and the lenders. During the course of the Standstill, the Group will work with the lenders and the
financial advisor reviewing the existing arrangements and working towards a permanent debt restructuring
solution for the business. The Group cautions that, notwithstanding the ongoing constructive discussions to-
date and the agreement of this Standstill, noteholders could withdraw the Standstill at any time which would
result in the Company triggering a default.
In the event of a default the amount owed under the Eurobond may result in the group relinquishing control
of Coro Energy Holdings Cell A Limited (which ultimately holds the exploration and evaluation assets totalling
$18,731k as at 31 December 2023), against which the Eurobond is secured. Additionally, it should be noted that
the carrying value of the investment in the subsidiary ($17,452k) (note 20) and intercompany receivables of
$254k and loans to subsidiaries of $1.67m (note 20) on the parent company statement of financial position are
intrinsically linked to the carrying value of the exploration and evaluation assets totalling $18,731k; therefore if
control of Coro Energy Holdings Cell A Limited is lost then these balances would all require impairment.
As at 31 December 2023, the group reports net current liabilities of $34,516k, consisting primarily of balances
owed to the Eurobond holders along with trade and other payables. The group requires funding to repay
these balances or to obtain an agreement to defer the balances owed to the Eurobond holders and other
creditors or a combination of both, in order to meet its liabilities as they fall due. Additionally, whilst the
group has generated cash from solar project in Vietnam over the last two financial periods; this has not been
sufficient to meet the working capital requirements of the group.
52
Coro Energy plc
www.coroenergyplc.com
Note 2: Basis of Preparation continued
Post the year under review, the Company raised US$500,000 via a secured convertible loan with River
Merchant Capital, an existing lender to the Company under the Company’s Luxembourg 8% listed Eurobond
and Fenikso Limited. The proceeds of this loan will be utilised to fund the Group's renewables business and for
general working capital purposes. Under the Group’s forecast, this loan together with existing bank balances
provides sufficient funding to fund the Company’s working capital requirements through to the end of
January 2025.
During the year the Group secured a non-binding lending commitment from HD Bank in Vietnam whereby
the bank has provided the Group with an in principle commitment letter initially focussed on providing debt
finance for 50% of the capital spend commitment for the ten locations in the pilot stage of the previously
announced 50MW MOU with Mobile World Investment Corporation to install rooftop solar systems across
their portfolio.
Management have prepared a consolidated cash flow forecast for the period to 31 December 2025 which
shows that the Group will require additional equity financing to meet its obligations and intended work
renewables work programme in Asia during this period. The Group is actively pursuing a significant fundraise
and the directors have a reasonable expectation that sufficient funds can be raised on equity markets to
provide this liquidity, although the ability to raise sufficient capital is not guaranteed.
Based on the above, the Directors consider it appropriate to continue to adopt the going concern basis of
accounting in preparing the Group and Company financial statements for the year ended 31 December
2023. Should the Group and Company be unable to continue trading, adjustments would have to be made
to reduce the value of the assets to their recoverable amounts, to provide for further liabilities which might
arise and to classify fixed assets as current. The auditors make reference to a material uncertainty in relation to
going concern within their audit report.
(d) Foreign currency transactions
The consolidated financial statements of the Group are presented in United States Dollars (“USD” or “US$”),
rounded to the nearest US$1,000.
The functional currency of the Company and all UK domiciled subsidiaries is British Pounds Sterling (“GBP”
or “£”). The Group’s subsidiaries domiciled in Singapore have a functional currency of USD. The Group’s
subsidiaries domiciled in the Philippines have a functional currency of Philippines Pesos (“PHP”). The Group’s
subsidiaries domiciled in Vietnam have a functional currency of Vietnamese Dong (“VND”).
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in profit or loss as finance income or expense. Non-monetary assets and
liabilities denominated in foreign currencies are translated at the date of transaction and not retranslated.
The results and financial position of Group companies that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
•
Assets and liabilities are translated at the closing rate;
•
Income and expenses are translated at average rates; and
•
Equity balances are not retranslated. All resulting exchange differences are recognised in other
comprehensive income.
(e) Use of estimates and judgements
The preparation of the financial statements requires management to make judgments regarding the
application of the Group’s accounting policies, and to use accounting estimates that impact the reported
amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
This note sets out the estimates and judgements taken by management that are deemed to have a higher
risk of causing a material adjustment to the reported carrying amounts of assets and liabilities in future years.
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
53
Stock code: CORO
FINANCIAL STATEMENTS
Note 2: Basis of Preparation continued
(i) Key accounting judgements
Accounting for investment in ion Ventures Holdings Limited
In November 2020, the Group acquired a 20.3% shareholding in ion Ventures Holdings Limited (“IVHL”)
in exchange for cash consideration of £500k (US$682k). IVHL was founded in the UK in 2018 to exploit
opportunities that arise from the increasing complexity of energy systems, the shift to distributed generation
and more localised networks, and the need for flexible and responsive solutions.
Under IFRS, the accounting for an interest in another entity depends on the level of influence held over the
investee by the investor. Management have concluded that IVHL is an associate of the Group, due to Coro
exercising “significant influence” over IVHL. With reference to the factors outlined in IAS 28 Investments in
Associates and Joint Ventures, we concluded that significant influence arises as a result of:
•
20.3% shareholding in IVHL, which is above the 20% threshold at which significant influence is presumed to
exist under IFRS (though this presumption can be rebutted);
•
Right to appoint one director (of five) to the Board of Directors of IVHL; and
•
Ability to exercise reserved powers under a Shareholder Agreement to participate in the key strategic and
operational decisions of the investee, such as approval of annual budgets.
Associates are accounted for using the equity method, which is described further in note 3a. The investment
in IVHL was accounted for as such until its disposal on 23 August 2023.
Accounting for investment in Coro Renewables VN1 Joint Stock Company
At the reporting date the Group owned 85% of Coro Renewables VN1 Joint Stock Company (“CRV1”), which
owns 100% of Coro Renewables VN2 Company Limited, which in turn owns 100% of Coro Renewables Vietnam
Company Limited (“CRVCL”). The non-controlling shareholder of CRV1 is Vinh Phuc Energy JSC (“VPE”). CRVCL
operates the Group’s electricity generating operation in Vietnam.
Under IFRS, the accounting for an interest in another entity depends on the level of influence held over
the investee by the investor. Management have concluded that CRV1 is an indirectly held subsidiary of the
Company, due to the Company controlling more than half of the voting rights. With reference to the factors
outlined in IAS 27 Consolidated and Separate Financial Statements, we concluded that there was no change
to Management's conclusion.
•
There is no agreement with VPE giving them control of the joint venture;
•
There is no statute or agreement ceding control to any other party; and
•
VPE does not have the power to appoint or remove the majority of the Board of Directors.
100% of the transactions relating to CRV1 and its subsidiary undertakings have been recorded in these
consolidated financial statements and the Group has recognised the appropriate non-controlling interest.
Share options and warrants
The Black-Scholes model is used to calculate the fair value of the share options and warrants. The use of this
model to calculate the charge involves a number of estimates and judgements to establish the appropriate
inputs to be entered into the model, covering areas such as the use of an appropriate interest rate and
dividend rate, exercise restrictions and behavioural considerations. A significant element of judgement is
therefore involved in the calculation of the charge.
(ii) Key accounting estimates
Estimate of gas reserves and resources
The disclosed amount of the Group’s gas reserves and resources impacts a number of accounting estimates in
the financial statements including future cash flows used in asset impairment reviews, see note 13.
The Group employs staff with the appropriate knowledge, skills and experience to estimate reserves quantities.
Periodically, the Group’s reserves calculations are also subject to independent third-party certification by a
competent person.
Gas reserves and resources are disclosed in the Operational Report on page 10.
54
Coro Energy plc
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Note 2: Basis of Preparation continued
Assessment of indicators of impairment of intangible assets (note 13)
The Group’s intangible assets consist of exploration and evaluation assets, comprising assets related to
the Duyung PSC , and development assets and goodwill comprising assets related to Coro Clean Energy
Philippines.
Exploration and evaluation assets are assessed for indicators of impairment under IFRS 6 Exploration for,
and evaluation of, mineral resources. Based on estimates as at 31 December 2023, there was $Nil write-off
(2022: $Nil).
The Group acquired its 15% interest in the Duyung PSC in April 2019 and participated in a 2-well drilling
campaign in 2019 that successfully appraised Mako gas field.
During 2022 the Operator of Mako field commissioned Gaffney, Cline and Associates (“GCA”) to perform an
updated independent resource audit for the Mako gas field as at 31 July 2022. In March 2024 the Operator
received an update report of reserves and resources as at 31 December 2023. The update report assessed
that 2C (contingent) recoverable resource estimates are 392 Bcf (gross) (2022 resource audit: 437 Bcf (gross)),
and in the upside case, the 3C (contingent) resources are 591 Bcf (gross) (2022: 779 Bcf (gross)). The reduction
in resource volumes pertain to revised Final Investment Decision timing and the delay in the startup of
production from the Mako field until mid-2026. Despite the reduction in resources, the results of this
independent resource update supports management’s view on the potential to develop the Mako field.
As a result of the resource confirmation, which was incorporated into our own updated economic modelling
for Duyung, no impairment indicators were noted.
Development assets and goodwill are assessed for indicators of impairment under IAS 36 Impairment of
Assets. Based on the estimates at 31 December 2023, there was $Nil write-off (2022: $Nil).
During 2023 two 100MW onshore wind projects, which already have approved Wind Energy Service Contracts
("WESCs"); a 100MW onshore solar project where an application for a service contract is expected shortly; and
one further 100MW onshore wind project. The Philippines portfolio is therefore currently a total of 400MW
with all four projects being co-located, sharing a grid connection and benefiting from the 130 metre high
meteorological ("met") mast which is collecting bankable data that will cover all three wind projects. As such
no impairment indicators were noted.
Disposals of investment in Coro Europe Limited (“CEL”) and ion Ventures Holdings Limited (“IVHL”)
The Group disposed of its entire shareholding in IVHL on 23 August 2023 and of its entire shareholding in CEL
on 8 November 2023. In calculating the profit on disposal the Group must recognise the results of operations
of the investees up to the date of completion of the sale in the statement of Comprehensive Income. The most
recent financial information that was available as at the respective completion dates were:
CEL:
30 September 2023
IVHL:
30 June 2023
The Group has estimated the financial results between these dates and the completion dates of the
transactions and do not consider this to affect the results disclosed in these consolidated financial statements
in any material respect.
Company only – impairment assessment for investment in subsidiaries, including loans and receivables
(notes 13, 15 and 20)
The Company in applying the expected credit loss (“ECL”) model under IFRS 9 must make assumptions when
implementing the forward-looking ECL model. This model is required to assess its investments and loans
receivable in subsidiaries for impairment at each reporting date.
Estimations were made regarding the credit risk of the counterparty and the underlying probability of
default in each of the credit loss scenarios. The scenarios identified by management included Production,
Divestment, Fire-sale and Failure. These scenarios considered technical data, necessary licences to be
awarded, the Company’s ability to raise finance, and ability to sell the project. The Directors make judgements
on the expected likelihood and outcome of each of the above scenarios, and these expected values are
applied to the loan balances.
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
55
Stock code: CORO
FINANCIAL STATEMENTS
Note 2: Basis of Preparation continued
The Company’s main assets are its interest in the Duyung PSC, held by Coro Energy Duyung (Singapore) Pte
Ltd (“CEDSPL”) and its investment in the solar pilot project in Vietnam, held by Coro Renewables Vietnam
Company Limited (CRVCL”). As such, the recoverability of investments in subsidiaries depends on the
Company’s assessment of indicators of impairment of the underlying assets recorded within its subsidiaries.
As noted above, and in note 13, the Company identified no indicators of impairment for its 15% interest in
the Duyung PSC and, accordingly, the Company’s investment in CEDSPL (held indirectly) is deemed to be
recoverable in full.
The Company performed an impairment tests on its solar pilot project in Vietnam and found that the
recoverable value in use exceeds the net book value, accordingly, the Company’s investment in CRVCL (held
indirectly) and receivables from CRVCL is deemed to be recoverable in full.
Note 3: Significant Accounting Policies
(a) Principles of consolidation
(i) Subsidiaries
The consolidated financial statements include the results of Coro Energy plc and its subsidiary undertakings
made up to the same accounting date. Subsidiaries are entities controlled by the Group. The Group controls
an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date that
control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with
the policies adopted by the Group. All intra-group balances, transactions, income and expenses are eliminated
in full on consolidation.
(ii) Interests in other entities
The Group classifies its interests in other entities based on the level of control exercised by the Group over the
entity.
Associates
Associates are all entities over which the Group has significant influence but not control or joint control.
This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in
associates are accounted for using the equity method of accounting.
Under the equity method of accounting, the investments are initially recognised at cost, including any directly
attributable transaction costs, and adjusted thereafter to recognise the Group’s share of the post-acquisition
profits or losses of the investee in profit or loss. The Group’s share of movements in other comprehensive
income of the investee are recognised in other comprehensive income. Dividends received or receivable from
associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the
entity, the Group does not recognise further losses, unless it has incurred obligations or made payments on
behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of
the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have
been changed where necessary to ensure consistency with the policies adopted by the Group.
The carrying amount of equity-accounted investments is tested for impairment at least annually.
Other investments
In a situation where the Group has direct contractual rights to the assets, and obligations for the liabilities,
of an entity but does not share joint control, the Group accounts for its interest in those assets, liabilities,
revenues and expenses in accordance with the accounting standards applicable to the underlying line item.
This is analogous to the “joint operator” method of accounting outlined in IFRS 11 Joint arrangements.
56
Coro Energy plc
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Note 3: Significant Accounting Policies continued
(b) Taxation
Income tax expense or credit for the period is the tax payable on the current period’s taxable income, based
on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantially enacted at the date of the statement of financial position, and any adjustment to tax payable in
respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The following temporary differences are not provided for the initial recognition of
assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments
in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary
difference and it is probable that they will not reverse in the foreseeable future. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities using tax rates enacted at the date of the statement of financial position.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets
and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets
and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on
a net basis, or to realise the asset and settle the liability simultaneously.
(c) Property, plant and equipment
(i) Recognition and measurement
Property, plant and equipment comprises the Group’s tangible oil and gas assets, solar equipment as well as
office furniture and equipment. Items of property, plant and equipment are recorded at cost less accumulated
depreciation, accumulated impairment losses and pre-commissioning revenue and expenses. Cost includes
expenditure that is directly attributable to acquisition of the asset.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised
within “other income” in profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with
expenditure will flow to the Group.
(iii) Depreciation
Oil and gas assets
Oil and gas assets includes gas production facilities and the accumulation of all exploration, evaluation,
development and acquisition costs in relation to areas of interest in which production licences have been
granted and the related project has moved to the production phase.
Amortisation of oil and gas assets is calculated on the units-of-production (“UOP”) basis, and is based on
Proved and Probable reserves. The use of the UOP method results in an amortisation charge proportional
to the depletion of economically recoverable reserves. Amortisation commences when commercial levels of
production are achieved from a field or licence area.
The useful life of oil and gas assets, which is assessed at least annually, has regard to both its physical
life limitations and present assessments of economically recoverable reserves of the field at which the
asset is located. These calculations require the use of estimates and assumptions, including the amount
of recoverable reserves and estimates of future capital expenditure. The calculation of the UOP rate of
depreciation/amortisation will be impacted to the extent that actual production in the future is different from
current forecast production based on total proved reserves, or future capital expenditure estimates change.
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
57
Stock code: CORO
FINANCIAL STATEMENTS
Note 3: Significant Accounting Policies continued
Changes to recoverable reserves could arise due to changes in the factors or assumptions used in estimating
reserves, including:
•
The effect of changes in commodity price assumptions; or
•
Unforeseen operational issues that impact expected recovery of hydrocarbons.
Assets designated as held for sale, or included in a disposal group held for sale, are not depreciated.
Other property, plant and equipment
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part
of an item of property, plant and equipment. The depreciation will commence when the asset is installed
ready for use.
The estimated useful lives of each class of asset fall within the following ranges:
Solar equipment
8 – 25 years
Office furniture and equipment
3–5 years
The residual value, the useful life and the depreciation method applied to an asset are reviewed at each
reporting date.
(iv) Impairment
The Group assesses at each reporting date whether there is an indication that an asset (or Cash Generating
Unit - “CGU”) may be impaired. For oil and gas assets, management has assessed its CGUs as being an
individual field, which is the lowest level for which cash inflows are largely independent of those of other
assets. For Solar equipment, management has assessed its CGUs as being individual solar arrays including
inverters. If any indication exists, or when annual impairment testing for an asset is required, the Group
estimates the asset’s or CGU’s recoverable amount. The recoverable amount is the higher of an asset’s or
CGU’s fair value less costs of disposal (“FVLCD”) and value in use (“VIU”). Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset/CGU is considered impaired and is written down to its
recoverable amount.
The Group bases its impairment calculation on detailed budgets and forecasts, which are prepared separately
for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecasts
generally cover the forecasted life of the CGUs. VIU does not reflect future cash flows associated with
improving or enhancing an asset’s performance.
For assets/CGUs, an assessment is made at each reporting date to determine whether there is an indication
that previously recognised impairment losses may no longer exist or may have decreased. If such indication
exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment
loss is reversed only if there has been a change in the assumptions used to determine the asset’s/CGU’s
recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset/CGU does not exceed either its recoverable amount, or the carrying amount that would
have been determined, net of depreciation/amortisation, had no impairment loss been recognised for the
asset/CGU in prior years. Such a reversal is recognised in the income statement.
(d) Intangible assets
(i) Exploration and evaluation assets
Exploration and evaluation assets are carried at cost less accumulated impairment losses in the statement of
financial position. Exploration and evaluation assets include the cost of oil and gas licences, and subsequent
exploration and evaluation expenditure incurred in an area of interest.
Exploration and evaluation assets are not depreciated. When the commercial and technical feasibility of an
area of interest is proved, capitalised costs in relation to that area of interest are transferred to property, plant
and equipment (oil and gas assets) and depreciation commences in line with the depreciation policy outlined
above.
58
Coro Energy plc
www.coroenergyplc.com
Note 3: Significant Accounting Policies continued
Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical
feasibility and commercial viability or facts and circumstances suggest that the carrying value amount
exceeds the recoverable amount.
Exploration and evaluation assets are tested for impairment when any of the following facts and
circumstances exist:
•
the term of the exploration licence in the specific area of interest has expired during the reporting period
or will expire in the near future, and is not expected to be renewed;
•
substantive expenditure on further exploration for an evaluation of mineral resources in the specific area is
not budgeted nor planned;
•
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of
commercially viable quantities of mineral resources and the decision was made to discontinue such
activities in the specific area; or
•
sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the
carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful
development or by sale.
Areas of interest that no longer satisfy the above policy are considered to be impaired and are measured at
their recoverable amount, with any subsequent impairment loss recognised in the profit and loss.
(ii) Software
Costs for acquisition of software, including directly attributable costs of implementation, are capitalised as
intangible assets and amortised over their expected useful life (currently five years).
(iii) Goodwill
Goodwill arising from business combinations is included in intangible assets.
Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in
circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made
to those cash-generating units or groups of cash-generating units that are expected to benefit from the
business combination in which the goodwill arose.
(iv) Research and Development
Development costs that are directly attributable to the design and development of identifiable and unique
projects controlled by the Group are recognised as intangible assets when the following criteria are met:
•
It is technically feasible to complete the project;
•
Management intends to complete the project;
•
There is sufficient certainty that contractual rights, planning and permitting will be agreed;
•
It can be demonstrated how the project will generate probable future economic benefits;
•
Adequate technical, financial and other resources to complete the project are available; and
•
The expenditure attributable to the project can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred.
(e) Inventory
Inventory is comprised of drilling equipment and spares and is carried at the lower of cost and net realisable
value. Any impairment on value is taken to the income statement.
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
59
Stock code: CORO
FINANCIAL STATEMENTS
Note 3: Significant Accounting Policies continued
(f) Non-current assets (or disposal groups) held for sale and discontinued operations
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use, they are available for sale in their
present condition, they are being actively marketed, and a sale is considered highly probable. These conditions
must be continuing for the assets to continue to be classified as held for sale.
Disposal groups are measured at the lower of their carrying amount and fair value less costs to sell, except
for certain assets such as deferred tax assets, which are specifically exempt from this requirement. An
impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair
value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an
asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or
loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised
at the date of derecognition.
Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while
they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group
classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are
presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as
held for sale are presented separately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale
and that represents a separate major line of business or geographical area of operations, is part of a single co-
ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively
with a view to resale. The results of discontinued operations are presented separately in the statement of profit
or loss.
(g) Investments and financial assets
(i) Classification
The Group classifies its financial assets in the following measurement categories:
•
those to be measured subsequently at fair value (either through other comprehensive income or through
profit or loss); and
•
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows.
(ii) Recognition and measurement
A financial asset is recognised if the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial asset to another party without retaining control or substantially all
risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade
date, i.e. the date the Group commits itself to purchase or sell the asset.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit
or loss.
Subsequent measurement of debt instruments depends on the Group’s business model for managing the
asset and the cash flow characteristics of the asset. Currently, the Group’s financial assets are all held for
collection of contractual cash flows, which are solely payments of principal and interest. Accordingly, the
Group’s financial assets are measured subsequent to initial recognition at amortised cost.
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on
demand and form an integral part of the Group’s cash management are included as a component of cash
and cash equivalents for the purpose of the statement of cash flows.
60
Coro Energy plc
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Note 3: Significant Accounting Policies continued
(iii) Impairment
On a forward-looking basis, the Group estimates the expected credit losses associated with its receivables and
other financial assets carried at amortised cost, and records a loss allowance for these expected losses.
(iv) Investment in subsidiaries
In the Company balance sheet, investments in subsidiaries are carried at cost less accumulated impairment.
(h) Rehabilitation provision
Rehabilitation obligations arise when the Group disturbs the natural environment where its oil and gas assets
are located and is required by local laws/regulations to restore these sites.
Full provision for these obligations is made based on the present value of the estimated costs to be incurred
in dismantling infrastructure, plugging and abandoning wells and restoring sites to their original condition.
Changes to future cost estimates are capitalised and recorded in property, plant and equipment (oil and gas
assets) as rehabilitation assets, unless the carrying value of these assets is not supportable, in which case
changes to rehabilitation provisions are recorded directly in the income statement. Future cost estimates are
inflated to the expected year of rehabilitation activity and discounted to present value using a market rate of
interest that is deemed to approximate the time value of money.
The estimated costs of rehabilitation are reviewed annually and adjusted against the relevant rehabilitation
asset or in the income statement, as appropriate. Annual increases in the provision relating to the unwind of
the discount rate are accounted for in the income statement as a finance expense.
(i) Other provisions
Other provisions are measured at the present value of management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The provisions are discounted to
present value using a market rate of interest that is deemed to approximate the time value of money. The
increase in the provision due to the passage of time is recognised as interest expense.
(ii) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred, and subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in profit or loss over the period of the borrowings using the effective interest method.
Loan fees paid on the establishment of loan facilities are recognised as transaction costs of the loan and
amortised over the life of the borrowings.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the reporting period.
(j) Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end
of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of the
invoice date. Trade and other payables are presented as current liabilities unless payment is not due within 12
months after the reporting period. They are recognised initially at their fair value and subsequently measured
at amortised cost using the effective interest method.
(k) Share capital
Ordinary Shares are classified as equity. Incremental costs directly attributable to issue of shares are
recognised as a deduction from equity, net of any tax effects.
(l) Share-based payments
Share-based payments relate to transactions where the Group receives services from employees or service
providers and the terms of the arrangements include payment of a part or whole of consideration by issuing
equity instruments to the counterparty. The Group measures the services received from non-employees, and
the corresponding increase in equity, at the fair value of the goods or services received. When the transactions
are with employees, the fair value is measured by reference to the fair value of the share based payments.
The expense is recognised over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied.
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
61
Stock code: CORO
FINANCIAL STATEMENTS
Note 3: Significant Accounting Policies continued
(m) Revenue
Under IFRS 15 Revenue from Contracts with Customers, there is a five-step approach to revenue recognition:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
The Group has two revenue streams, being the sale of gas (recorded within profit from discontinued
operations), and the sale electricity from a solar project. Gas is sold to wholesale customers under gas supply
agreements, which have different volume and price specifications (both fixed and variable). Gas sales revenue
is recognised when control of the gas passes at the delivery point into the local gas pipeline network, which
is the only performance obligation. Electricity is sold to an industrial customer under a power purchase
agreement. Revenue is recognised based on actual produced electricity, which is the only performance
obligation, at contractual rates. Revenue is presented net of value added tax (“VAT”), rebates and discounts
and after eliminating intra-group sales.
Right-of-use assets are measured at cost which comprises the following:
•
The amount of the initial measurement of the lease liability;
•
Any lease payments made at or before the commencement date less any lease incentives received;
•
Any initial direct costs; and
•
Restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on
a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset’s useful life.
Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets
(generally less than US$5k) are recognised on a straight-line basis as an expense in profit or loss.
(n) Changes to accounting policies, disclosures, standards and interpretations
(i) New and amended standards adopted by the Group
The following new standards, amendments and interpretations are effective for the first time in these financial
statements. However, none has had a material impact on the financial statements:
Standard
Effective date
IFRS 17 Insurance Contracts
1 January 2023
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and
IFRS Practice Statement 2 Making Materiality Judgements)
1 January 2023
Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors)
1 January 2023
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS
12 Income Taxes)
International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) (effective
immediately upon the issue of the amendments and retrospectively)
1 January 2023
(ii) New standards not yet adopted
There are no new International Financial Reporting Standards and Interpretations issued but not effective for
the reporting period ending 31 December 2023 that will materially impact the Group.
Standard
Effective date
IAS 1 amendments - Non-current Liabilities with Covenants; and Classification of Liabilities as
Current or Non-current
1 January 2024
62
Coro Energy plc
www.coroenergyplc.com
Note 4: Segment Information
The Group’s reportable segments as described below are based on the Group’s geographic business units.
This includes the Group’s upstream gas operations in Italy, upstream gas and renewables operations in South
East Asia, and the corporate head office in the United Kingdom. This reflects the way information is presented
to the Board of Directors. Results from the Group’s Italian business are classified as a discontinued operation.
See note 19.
Italy
Asia
UK
Total
31 Dec
2023
US$’000
31 Dec
2022
US$’000
31 Dec
2023
US$’000
31 Dec
2022
US$’000
31 Dec
2023
US$’000
31 Dec
2022
US$’000
31 Dec
2023
US$’000
31 Dec
2022
US$’000
Revenue
–
–
235
51
–
–
235
51
Depreciation and amortisation
–
–
(78)
(21)
(10)
(15)
(88)
(36)
Interest expense
–
–
–
–
(3,508)
(3,584)
(3,508)
(3,584)
Share of loss of associates
–
–
–
–
(49)
(82)
(49)
(82)
Segment profit/(loss) before
tax from continuing operations
–
–
(599)
(662)
(4,448)
(7,525)
5,047
(8,187)
Segment profit/(loss) before
tax from discontinued
operations
6,738
(2,642)
–
–
–
–
6,738
2,642
Italy
Asia
UK
Total
31 Dec
2023
US$’000
31 Dec
2022
US$’000
31 Dec
2023
US$’000
31 Dec
2022
US$’000
31 Dec
2023
US$’000
31 Dec
2022
US$’000
31 Dec
2023
US$’000
31 Dec
2022
US$’000
Segment assets
–
9,710
21,587
20,129
3,283
1,293
24,870
31,132
Segment liabilities
–
(9,548)
(152)
(182)
(31,835)
(28,715)
(31,987)
(38,445)
Note 5: General and Administrative Expenses
31 December
2023
US$’000
31 December
2022
US$’000
Employee benefits expense (note 6)
1,242
1,401
Business development
640
650
Corporate and compliance costs
508
667
Investor and public relations
99
223
G&A – Duyung venture
314
275
Other G&A
197
162
Share-based payments (note 22)
303
196
3,303
3,574
Auditor’s remuneration
Services provided by the Group’s auditor and its associates
During the year, the Group (including its overseas subsidiaries) obtained the following services from the
Company’s auditor and its associates:
31 December
2022
US$’000
31 December
2021
US$’000
Fees payable to the Company’s auditor for the audit of the Parent Company and
consolidated financial statements
69
49
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
63
Stock code: CORO
FINANCIAL STATEMENTS
Note 6: Staff Costs and Directors’ Emoluments
Group
Staff costs
31 December
2023
US$’000
31 December
2022
US$’000
Wages and salaries
435
436
Contracted staff
116
–
Pensions and other benefits
24
50
Social security costs
61
59
Share-based payments (note 22)
80
51
Total employee benefits
716
596
Average number of employees from continuing operations (excluding Directors)
3
4
Group
Directors' emoluments
31 December
2023
US$’000
31 December
2022
US$’000
Wages and salaries
537
776
Pensions and other benefits
–
5
Social security costs
69
100
Share-based payments (note 22)
223
145
Total employee benefits
829
1,026
The highest paid Director received aggregate cash emoluments of US$359k (2022: US$403k) as disclosed in
the Directors’ Remuneration Report on page 32.
Note 7: Finance Income/Expense
Group
Finance income
31 December
2023
US$’000
31 December
2022
US$’000
Interest income
1
–
Foreign exchange gain
1,044
636
Total finance income
1,045
636
Group
Finance expense
31 December
2023
US$’000
31 December
2022
US$’000
Other finance charges
4
–
Foreign exchange loss
737
1,907
Total finance expense
4,429
5,491
64
Coro Energy plc
www.coroenergyplc.com
Note 8: Income Tax
Income tax
Group
31 December
2023
US$’000
31 December
2022
US$’000
Deferred tax
–
(583)
Current tax
–
(1,325)
Total tax expense
–
(1,908)
Income tax expense is attributable to:
Loss from discontinued operations
–
(1,908)
–
(1,908)
Numerical reconciliation of income tax result recognised in the statement of comprehensive income to tax
benefit/expense calculated at the Group’s statutory income tax rate is as follows:
Group
31 December
2023
US$’000
31 December
2022
US$’000
Loss from continuing operations before tax
(5,047)
(8,187)
Profit from discontinued operations before tax
6,738
4,550
Total profit/(loss) before tax
1,691
(3,637)
Income tax (charge)/credit using the Group’s blended tax rate of 25.5% (2022: 12.7%)
(432)
462
Non-deductible expenses
(337)
(548)
Non-taxable income
1,771
607
Deferred tax expense
–
(583)
Prior year adjustment
(94)
(363)
Tax losses utilised
–
583
Special excess profit tax – Italy
–
(1,325)
Effect of subsidiary undertaking disposed
64
–
Current year losses and temporary differences for which no deferred tax asset
was recognised
(972)
(741)
Income tax benefit/(expense)
–
(1,908)
Deferred tax
Deferred tax assets (“DTA”) totalling US$674k were recorded within assets of the disposal group in the
comparative period. No DTA in respect of carried forward tax losses has been recognised in respect of any
Group company due to doubt about the availability of future profits in these companies. Total unrecognised
losses (gross) in respect of continuing operations are US$30m (2022: US$25m). Unrecognised losses (gross)
relating to discontinued operations total US$Nil (2022: US$88m).
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
65
Stock code: CORO
FINANCIAL STATEMENTS
Note 9: Earnings per Share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by
the weighted average number of ordinary shares in issue during the year.
31 December
2023
US$’000
31 December
2022
US$’000
Total loss for continuing operations for the year attributable to equity shareholders
(5,047)
(8,187)
Weighted average number of shares
2,613,849,015
2,170,773,822
Basic and diluted loss per share from continuing operations (US$)
(0.002)
(0.004)
Total profit for discontinued operations for the year attributable to equity shareholders
6,738
2,642
Basic earnings per share from discontinued operations (US$)
0.0025
0.001
Diluted earnings per share from discontinued operations (US$)
0.0024
0.001
Diluted loss per share from continuing operations for the current and comparative period is equivalent to
basic loss per share since the effect of all dilutive potential Ordinary Shares is anti-dilutive. Diluted profit per
share from discontinued operations for the current and comparative period includes the potential dilutive
effect of all share options and warrants that were “in the money” as at 31 December 2023, being 151,031,166
options. The potential dilutive shares includes options issued to Directors and management (note 22).
Note 10: Inventory
Group
31 December
2023
US$’000
31 December
2022
US$’000
Inventory – Duyung PSC
35
34
35
34
Inventory represents the Group’s share of inventory held by the Duyung PSC, which is mainly comprised of
drilling spares.
66
Coro Energy plc
www.coroenergyplc.com
Note 11: Trade and Other Receivables
Group
31 December
2023
US$’000
31 December
2022
US$’000
Current:
Trade receivables
38
37
Indirect taxes receivable
180
103
Other receivables
1,133
18
Prepayments and accrued income
48
55
1,399
213
Other receivables comprise mainly the residual proceeds receivable in relation to the sale of the Italian
operations ($780,000) and IVHL ($346,000).
Company
31 December
2023
US$’000
31 December
2022
US$’000
Current:
Indirect taxes receivable
42
41
Other receivables
346
107
Intercompany receivables
3,759
3,022
Prepayments
43
34
4,190
3,204
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
67
Stock code: CORO
FINANCIAL STATEMENTS
Note 12: Property, Plant and Equipment
Group
31 December
2023
US$’000
31 December
2022
US$’000
Office furniture and equipment
8
3
Solar assets
1,672
1,851
1,680
1,854
Reconciliation of the carrying amounts for each class of property, plant and equipment are set out below:
Group
31 December
2023
US$’000
31 December
2022
US$’000
Office furniture and equipment:
Carrying amount at beginning of year
3
10
Additions
7
2
Depreciation expense
(3)
(8)
Effect of foreign exchange
1
(1)
Carrying amount at end of year
8
3
Group
31 December
2023
US$’000
31 December
2022
US$’000
Solar assets:
Carrying amount at beginning of year
1,851
–
Additions
4
1,868
Reclassifications
(89)
–
Depreciation expense
(78)
(21)
Effect of foreign exchange
(16)
4
Carrying amount at end of year
1,672
1,851
Reclassifications relate to VAT recoverable in Vietnam that had previously been capitalised.
Company
31 December
2023
US$’000
31 December
2022
US$’000
Office furniture and equipment
7
3
7
3
68
Coro Energy plc
www.coroenergyplc.com
Note 12: Property, Plant and Equipment continued
Reconciliation of the carrying amounts for each class of property, plant and equipment are set out below:
Company
31 December
2023
US$’000
31 December
2022
US$’000
Office furniture and equipment:
Carrying amount at beginning of year
3
10
Additions
7
2
Depreciation expense
(3)
(8)
Effect of foreign exchange
–
(1)
Carrying amount at end of year
7
3
Note 13: Intangible Assets
Group
31 December
2023
US$’000
31 December
2022
US$’000
Exploration and evaluation assets
18,731
17,707
Intangible development assets
579
428
Goodwill
880
754
Software
–
7
20,190
18,896
Reconciliation of the carrying amounts for each material class of intangible assets are set out below:
Group
31 December
2023
US$’000
31 December
2022
US$’000
Exploration and evaluation assets:
Carrying amount at beginning of year
17,707
17,540
Reclassification to intangible development assets
–
(171)
Additions
1,024
338
Carrying amount at end of year
18,731
17,707
Exploration and evaluation assets relate to the Group’s interest in the Duyung PSC. No indicators of
impairment of these assets were noted. See note 2e.
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
69
Stock code: CORO
FINANCIAL STATEMENTS
Note 13: Intangible Assets continued
Group
31 December
2023
US$’000
31 December
2022
US$’000
Intangible development assets:
Carrying amount at beginning of year
428
–
Reclassification from exploration and evaluation assets
–
171
Additions
138
257
Effect of foreign exchange
13
–
Carrying amount at end of year
579
428
Intangible development assets comprise additions related to expenditure directly attributable to the design
and development of identifiable and unique renewables projects controlled by the Group in the Philippines.
Group
31 December
2023
US$’000
31 December
2022
US$’000
Goodwill:
Carrying amount at beginning of year
754
754
Recognised on acquisition
144
–
Effect of foreign exchange
(18)
–
Carrying amount at end of year
880
754
Goodwill acquired during the year relates to the acquisition of an additional 8% economic interest the Coro
Clean Energy Philippines Inc.’s renewables operations in the Philippines. No impairment of goodwill was
noted following testing performed at 31 December 2023.
Company
31 December
2023
US$’000
31 December
2022
US$’000
Software:
Carrying amount at beginning of year
7
15
Depreciation expense
(7)
(8)
Carrying amount at end of year
–
7
70
Coro Energy plc
www.coroenergyplc.com
Note 14: Interests In Other Entities
Duyung PSC
The Group’s wholly owned subsidiary, Coro Energy Duyung (Singapore) Pte Ltd, is the owner of a 15% interest
in the Duyung Production Sharing Contract (“PSC”).
The Duyung PSC partners have entered into a Joint Operating Agreement (“JOA”), which governs the
arrangement. Through the JOA, the Group has a direct right to the assets of the venture, and direct obligation
for its liabilities. Accordingly, Coro accounts for its share of assets, liabilities and expenses of the venture in
accordance with the IFRSs applicable to the particular assets, liabilities and expenses.
The operator of the venture is West Natuna Exploration Ltd (“WNEL”). WNEL is a company incorporated in the
British Virgin Islands and its principal place of business is Indonesia.
Coro Renewables VN1 Joint Stock Company
In October 2021, a binding shareholder agreement was signed with VPE and the Group acquired an 85%
interest in the newly incorporated Vietnamese company, Coro Renewables VN1 Joint Stock Company, which
owns 100% of Coro Renewables VN2 Company Limited, which in turn owns 100% of Coro Renewables Vietnam
Company Limited.
Note 15: Trade and Other Payables
Group
31 December
2023
US$’000
31 December
2022
US$’000
Current
Trade payables
123
143
Other payables
40
78
Accrued expenses
243
416
Joint venture payables
254
182
660
819
Company
31 December
2023
US$’000
31 December
2022
US$’000
Current
Trade payables
109
265
Accrued expenses
209
414
Intercompany payables
–
55
318
734
During the year the Company settled in full its outstanding liability owing to Sound Energy plc (“Sound”) in
relation to the sale of the Badile land and offsetting rehabilitation costs. As at the reporting date there was $Nil
(2022: $92k) included within trade payables of the Company as a net payable Sound.
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
71
Stock code: CORO
FINANCIAL STATEMENTS
Note 16: Borrowings
31 December
2023
US$’000
31 December
2022
US$’000
Current
Eurobond
31,327
–
31,327
–
Non-current
Eurobond
–
28,183
–
28,183
In 2019, the Group issued €22.5m three-year Eurobonds with attached warrants to key institutional investors.
The bonds were issued in two equal tranches A and B, ranking pari passu, with Tranche A paying a 5% cash
coupon annually in arrears, and Tranche B accruing interest at 5% per annum payable on redemption.
The Eurobonds were due to mature on 12 April 2022 at 100% of par value plus any accrued and unpaid coupon.
Bond subscribers were issued with 41,357,500 warrants to subscribe for ten new Ordinary Shares in the
Company at an exercise price of 4p per share at any time over the three-year term of the bonds. An additional
6,000,000 warrants were issued to the firm subscriber Lombard Odier Asset Management (Europe) Limited
and underwriter Pegasus Alternative Fund Ltd. All warrants related to the Eurobonds expired in April 2022 and
none were exercised.
The bonds were initially recognised at fair value and subsequently are recorded at amortised cost, with an
average effective interest rate of 18.10%.
In March and April 2022 respectively, the tranche B Noteholders and Tranche A Noteholders approved the
extension of the maturity of the bonds by two years to 12 April 2024 with an increase in the coupon to 10%
accrued annually and payable in cash on redemption. In addition, the Company undertook to the Noteholders
that in the event of a sale of the Company’s interest in the Duyung PSC to utilise the net cash proceeds of
such disposal(s) to first repay the capital and rolled up interest on the Notes and thereafter to distribute 20% of
remaining net proceed(s) to Noteholders. The remaining net proceeds of any sales would be retained and/or
distributed to shareholders by the Company.
The restructured bonds were initially recognised at fair value and subsequently are recorded at amortised
cost, with an average effective interest rate of 12.10%. The contingent payment upon the sale of the Company’s
interest in the Duyung PSC has not been considered in the estimate of the effective interest rate as it meets the
definition of a contingent liability (note 23).
Since the interest quarter expiring on 12 July 2022, Noteholders had the option to demand quarterly interest
payments in newly issued ordinary shares of the Company. This election was made for the quarters ended
12 January 2023 and 12 April 2023 (2022: election was made for the quarter ended 12 October 2022) and the
quarterly interest was settled in shares (note 17). After this date shareholder approval for the issuance of further
shares in the Company as satisfaction of interest charges expired and all interest accrued since this date
remains accrued and unpaid and included in the balance above.
72
Coro Energy plc
www.coroenergyplc.com
Note 16: Borrowings continued
Net debt reconciliation
An analysis of net debt and the movements in net debt for each of the years presented is shown below:
Group
31 December
2023
US$’000
31 December
2022
US$’000
Cash and cash equivalents
1,095
166
Borrowings
(31,327)
(28,183)
Net debt
(30,232)
(28,017)
Cash and cash
equivalents
US$’000
Borrowings
US$’000
Total
US$’000
Net debt as at 1 January 2022
3,334
(26,637)
(23,303)
Cashflows
(3,193)
–
(3,193)
Eurobond amortisation
–
(2,832)
(2,832)
Effects of foreign exchange
25
1,286
1,311
Net debt as at 31 December 2022
166
(28,183)
(28,017)
Cashflows
980
–
980
Eurobond amortisation
–
(2,107)
(2,107)
Effects of foreign exchange
(51)
(1,037)
(1,088)
Net debt as at 31 December 2023
1,095
(31,327)
(30,232)
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
73
Stock code: CORO
FINANCIAL STATEMENTS
Note 17: Share Capital and Share Premium
Number
000s
Nominal
value
US$’000
Share
premium
US$’000
Total
US$’000
As at 1 January 2023
2,339,977
3,184
50,862
54,046
Shares issued during the period:
Share issuance for Eurobond interest
486,882
594
804
1,398
Share issuance for 8% increase in Philippines investment
40,000
48
96
144
Closing balance at 31 December 2023
2,866,859
3,826
51,762
55,588
Number
000s
Nominal
value
US$’000
Share
premium
US$’000
Total
US$’000
As at 1 January 2022
2,124,036
2,943
50,461
53,404
Shares issued during the period:
Share issuance for Eurobond interest
215,941
241
401
642
Closing balance at 31 December 2022
2,339,977
3,184
50,862
54,046
All Ordinary Shares are fully paid and carry one vote per share and the right to dividends. In the event of
winding up the Company, Ordinary shareholders rank after creditors. Ordinary Shares have a par value of
£0.001 per share. Share premium represents the issue price of shares issued above their nominal value. As at
the date of these financial statements, the Company no unused authority to issue any new Ordinary Shares.
No dividends were paid or declared during the current period (2022: nil).
Issue of ordinary shares
On 13 January 2023, the Eurobond note holders elected to receive interest payments on the notes in relation
to the quarter to 12 January 2023 in new ordinary shares of the Company. A total of 229,325,962 new ordinary in
the Company were issued at a price of 0.254 pence per share in connection with this election.
On 27 January 2023, the Company restructured its arrangements with its Philippines partners to increase the
Company’s entitlement to future dividends from 80% to 88% with the issuance of 40,000 new ordinary shares
to the Philippines partners at a price of 0.3 pence per share.
On 13 April 2023, the Eurobond note holders elected to receive interest payments on the notes in relation to
the quarter to 12 April 2023 in new ordinary shares of the Company. A total of 257,556,113 new ordinary shares in
the Company were issued at a price of 0.21935 pence per share in connection with this election.
Note 18: Reserves
Other reserves
Share-based payments reserve
The increase in share-based payments reserve is attributable to the current period charge relating to options
issued to Directors and management of the Company, which was US$303k (2022: US$195k ). US$nil (2022:
US$33k ) share options lapsed during the year and were recycled to accumulated losses.
Functional currency translation reserve
The translation reserve comprises all foreign currency differences arising from translation of the financial
position and performance of the Parent Company and certain subsidiaries, which have a functional currency
different to the Group’s presentation currency of USD. The total loss on foreign exchange recorded in other
reserves for the year was US$3,339k (2022: US$2,925k ).
74
Coro Energy plc
www.coroenergyplc.com
Note 19a: Disposal of Subsidiary
In August 2022 the Group entered into an option agreement with Zodiac Energy plc (“Zodiac”) whereby
Zodiac acquired the right to acquire 100% of the issued share capital of CEL for a total consideration of up
to €7.5 million (the “Option Agreement”), which included up to an aggregate of €1.5 million through a 10%
net profit interest (“NPI”). As announced by the Company on 24 August 2022, Zodiac paid a non-refundable
deposit of €0.3 million, which was recognised as income in the comparative period, with a further €5.7 million
to be paid in cash on completion and further contingent NPI payments. Additionally Zodiac was liable to
pay a working capital adjustment to the Group for the net working capital as at the completion date which
as at 31 December 2023 totalled US$472k (see note 21), and the Company was liable to discharge certain tax
obligations in Italy at completion. A definitive sale and purchase agreement (“SPA”) was executed on 27 March
2023 and the disposal completed on 8 November 2023. From this date CEL ceased to be consolidated as a
group company.
During the period between 27 March 2024 and the completion date the Company received advances
of the consideration totalling €2.9m ($3.07m) and the SPA was amended to reduce the total value of all
consideration to €5.86m (excluding the maximum potential value of the NPI) of which €0.3m was recognised
as income in the comparative period, leaving total base consideration of €5.56 million receivable at
completion.
The gain on disposal of CEL was determined as follows:
US$’000
Total cash consideration receivable
6,027
Working capital adjustment
1,105
Total consideration
7,132
Less amounts not recognised in statement of comprehensive income
Pre-completion redemption of intercompany loan prior to completion by Zodiac
(107)
Pre-completion tax liabilities assumed by Zodiac
(749)
Total consideration included in statement of comprehensive income
6,276
Cash
83
Property plant and equipment including oil and gas properties
4,027
Intangible assets
2,230
Inventory
242
Deferred tax asset
669
Trade and other receivables
1,216
Provisions
(7,163)
Trade and other payables
(1,556)
Total net liabilities disposed
(252)
Gain on disposal of subsidiary undertaking
6,528
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
75
Stock code: CORO
FINANCIAL STATEMENTS
Note 19a: Disposal of Subsidiary continued
The total gain from discontinued operations is below:
2023
US$’000
2022
US$’000
Revenue
2,970
6,270
Operating costs
(1,854)
(2,060)
Gross profit
1,116
4,210
Other income
53
30
General and administrative expenses
(564)
(1,012)
Change in rehabilitation provisions
(190)
52
Impairment reversals/(losses)
(97)
1,330
Profit from operating activities
318
4,610
Finance expense
(108)
(60)
Profit before tax
210
4,550
Income tax expense
–
(1,908)
Profit for the period from 1 January 2023 to the date of disposal on 8 November 2023,
after tax
210
2,642
Gain on disposal of subsidiary undertaking
6,528
–
6,738
2,642
Note 19b: Disposal of Investment in Associated Company
On 24 August 2023, the Company completed the disposal of its 18.76% shareholding in IVHL to a privately
owned entity based in USA.
Cash consideration was £1.25m of which £1m ($1.286m) paid on completion and the remaining £250,000 was
to be paid by 31 March 2024. The original shareholding had been acquired for £500,000 ($662,000) in 2020.
The gain on disposal of IVHL was determined as follows:
US$’000
Initial investment in IVHL
602
Company share of losses from acquisition to 31 December 2022
(343)
Book value of investment in IVHL on 1 January 2023
259
Effect of foreign exchange
85
Company share of losses from 1 January 2023 to date of disposal
(49)
Book value on date of disposal
295
Consideration payable
1,608
Gain on disposal of associated company
1,313
76
Coro Energy plc
www.coroenergyplc.com
Note 20: Investment in, and Loans to, Subsidiaries
Company
31 December
2023
US$’000
31 December
2022
US$’000
Cost
At 1 January
52,374
52,374
Additions
144
–
At 31 December
52,518
52,374
Accumulated impairment
At 1 January
(33,298)
(33,298)
Impairment
–
–
At 31 December
(33,298)
(33,298)
Impact of foreign exchange
(537)
(1,575)
Net book value
At 31 December
18,683
17,501
In January 2023 the Company increased its entitlement to future dividends from the Philippines projects held
by Coro Clean Energy Philippines Inc. from 80% to 88% under a restructuring agreement. In exchange for
the increased share of dividends and to align the Philippine partners with Coro shareholders, the Company
issue each of the two Philippines partners, who are also Officers of the Philippine subsidiary, with 20,000,000
ordinary shares in Coro at a price of 0.3p (representing a total of £60,000 each) - a 43% premium to the closing
mid-market price on 24 January 2023 (the "New Ordinary Shares"). 50% of the New Ordinary Shares will be
subject to lock-in restrictions until first power production and revenue on the first Philippines renewable
energy project, with the remaining 50% subject to lock-in restrictions until first power production and revenue
on the second Philippines renewable energy project. Restated at the year-end exchange rate at 31 December
2023 the carrying value of the investment is US$1.2m (2022: $1.1m).
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
77
Stock code: CORO
FINANCIAL STATEMENTS
Note 20: Investment in, and Loans to, Subsidiaries continued
On 8 November 2023, the Company sold its interest in its Italian operations via the sale of CEL (note 19a). The
carrying value of CEL was Nil as at the disposal date. Previously reported related parties with respect to CEL
have therefore been removed from the table below.
The Company’s subsidiary undertakings at the date of issue of these financial statements are set out below:
Name
Incorporated
Principal activity
% owned Registered address
Coro Energy Asia Limited* England
Holding company
100%
c/o Pinsent Masons LLP, 1 Park Row,
Leeds, England LS1 5AB
Coro Energy Holdings Cell
A Limited
England
Holding company
100%
c/o Pinsent Masons LLP, 1 Park Row,
Leeds, England LS1 5AB
Coro Energy (Singapore)
Pte Ltd*
Singapore
Holding company
100%
80 Robinson Road #02-00, Singapore
068898
Coro Energy Bulu
(Singapore) Pte Ltd*
Singapore
Holding company
100%
80 Robinson Road #02-00, Singapore
068898
Coro Energy Duyung
(Singapore) Pte Ltd*
Singapore
Exploration and
development company
100%
80 Robinson Road #02-00, Singapore
068898
Coro Asia
Renewables Ltd**
Scotland
Holding company
100%
12 Traill Drive, Montrose
DD10 8SW, Scotland
Coro Clean Energy
Philippines Inc* ***
Philippines
Exploration and
development company
40%
1008 The Infinity Tower, 26th Street,
Bonifacio Global City, Taguig City,
Fourth District, National Capital Region,
Philippines, 1634.
Coro Philippines Project
109 Inc*
Philippines
Exploration and
development company
40%
1008 The Infinity Tower, 26th Street,
Bonifacio Global City, Taguig City,
Fourth District, National Capital Region,
Philippines, 1634
Coro Philippines Project
121 Inc*
Philippines
Exploration and
development company
40%
1008 The Infinity Tower, 26th Street,
Bonifacio Global City, Taguig City,
Fourth District, National Capital Region,
Philippines, 1634
Coro Philippines Project
128 Inc*
Philippines
Exploration and
development company
40%
1008 The Infinity Tower, 26th Street,
Bonifacio Global City, Taguig City,
Fourth District, National Capital Region,
Philippines, 1634
Coro Clean Energy Ltd
England
Holding company
100%
c/o Pinsent Masons LLP, 1 Park Row,
Leeds, England LS1 5AB
Coro Clean Energy
Vietnam Ltd*
England
Holding company
100%
c/o Pinsent Masons LLP, 1 Park Row,
Leeds, England LS1 5AB
Coro Renewables VN1
Joint Stock Company*†
Vietnam
Holding company
85%
136 – 138 Vanh Dai Tay, Town 4, An
Khanh Ward, Thu Duc City, Ho Chi Minh
City, Vietnam
Coro Renewables VN2
Company Ltd*
Vietnam
Holding company
85%
136 – 138 Vanh Dai Tay, Town 4, An
Khanh Ward, Thu Duc City, Ho Chi Minh
City, Vietnam
Coro Renewables Vietnam
Company Ltd*
Vietnam
Exploration and
development company
85%
136 – 138 Vanh Dai Tay, Town 4, An
Khanh Ward, Thu Duc City, Ho Chi Minh
City, Vietnam
*
Indirectly held.
** Formerly Global Energy Partnership Limited, acquired on 17 March 2021.
*** The Group has 80% economic interest and management’s judgement is that Company controls this entity
†
Increased to 92.5% in February 2024
78
Coro Energy plc
www.coroenergyplc.com
Note 20: Investment in, and Loans to, Subsidiaries continued
The following subsidiaries are exempt from audit for the 2023 financial year under s479A of the Companies
Act 2006: Coro Clean Energy Limited, Coro Energy Asia Limited, Coro Energy Holdings Cell A Limited, Coro
Clean Energy Vietnam Limited, and Coro Asia Renewables Limited.
Loans to subsidiaries
Company
31 December
2023
US$’000
31 December
2022
US$’000
Current
Loans to subsidiaries
1,665
750
Loans from subsidiaries
(5,267)
(685)
At 31 December
(3,602)
65
Loans to subsidiaries comprise advances to and from Coro Energy Holdings Cell A Limited which are
unsecured, interest free and are repayable on demand.
Note 21: Financial Instruments
Carrying amount versus fair value
The fair values of financial assets and financial liabilities, together with the carrying amounts in the
consolidated statement of financial position, are as follows:
31 December 2023
Group
Carrying
amount
US$’000
Fair value
US$’000
Financial assets
Trade receivables (current and non-current)
1,335
1,335
Other financial assets > 1 year
472
472
Cash and cash equivalents
1,095
1,095
Financial liabilities
Trade and other payables
660
660
Borrowings (current and non-current)
31,327
31,327
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
79
Stock code: CORO
FINANCIAL STATEMENTS
Note 21: Financial Instruments continued
31 December 2022
Group
Carrying
amount
US$’000
Fair value
US$’000
Financial assets
Trade receivables (current and non-current)
158
158
Cash and cash equivalents
166
166
Financial liabilities
Trade and other payables
819
819
Borrowings (current and non-current)
28,183
28,183
31 December 2023
Company
Carrying
amount
US$’000
Fair value
US$’000
Financial assets
Trade and intercompany receivables (current and non-current)
4,190
4,190
Cash and cash equivalents
573
573
Financial liabilities
Trade and other payables
3,920
3,920
Borrowings (current and non-current)
31,237
31,237
31 December 2022
Company
Carrying
amount
US$’000
Fair value
US$’000
Financial assets
Trade and intercompany receivables (current and non-current)
3,170
3,170
Loans to subsidiaries
65
65
Cash and cash equivalents
130
130
Financial liabilities
Trade and other payables
734
734
Interest bearing borrowings
1,263
1,263
Borrowings (current and non-current)
28,183
28,183
80
Coro Energy plc
www.coroenergyplc.com
Note 21: Financial Instruments continued
Determination of fair values
All the Group’s financial instruments are carried at amortised cost. The carrying value of trade and other
receivables, cash and cash equivalents and trade and other payables approximates their fair value. Borrowings
comprises the Group’s Eurobond, which is listed on the Luxembourg Stock Exchange.
Financial risk management
Exposure to credit, market and liquidity risks arise in the normal course of the Group’s business.
This note presents information about the Group’s exposure to each of the above risks, their objectives, policies
and processes for measuring and managing risk, and the management of capital.
Risk recognition and management are viewed as integral to the Group’s objectives of creating and
maintaining shareholder value, and the successful execution of the Group’s strategy. The Board as a whole
is responsible for oversight of the processes by which risk is considered for both ongoing operations and
prospective actions. In specific areas, it is assisted by the Audit Committee.
Management is responsible for establishing procedures that provide assurance that major business risks are
identified, consistently assessed and appropriately addressed.
(i) Credit risk
The Group is exposed to credit risk on its cash and cash equivalents and trade and other receivables. The
maximum exposure to credit risk is represented by the carrying amount of each financial asset as shown in
the table above and in note 19.
Credit risk with respect to cash is reduced through maintaining banking relationships with financial
intermediaries with acceptable credit ratings. All banks with which the Group has a relationship have an
investment grade credit rating and a stable outlook, according to recognised credit rating agencies.
The Group undertakes credit checks for all material new counterparties prior to entering into a contractual
relationship.
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
81
Stock code: CORO
FINANCIAL STATEMENTS
Note 21: Financial Instruments continued
(ii) Market risk
Interest rate risk
The Group is primarily exposed to interest rate risk arising from cash and cash equivalents that are interest
bearing. The Group’s Eurobond bears interest at a fixed rate. Interest rate risk is currently not material for the
Group.
Currency risk
The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from
future commercial transactions and recognised assets and liabilities denominated in a currency that is not the
functional currency of the relevant Group entity.
The Group’s and Company’s exposure to foreign currency risk at the end of the reporting period is
summarised below. All amounts are presented in US Dollar equivalent.
Group
2023
US$’000
USD
2023
US$’000
SGD
2023
US$’000
PHP
2023
US$’000
VND
2023
US$’000
GBP
2023
US$’000
EUR
2022
US$’000
USD
2022
US $’000
EUR
Trade and other receivables
27
–
–
171
403
798
–
–
Other financial assets > 1 year
–
–
–
–
–
472
–
–
Cash and cash equivalents
397
2
273
239
183
1
119
1
Trade and other payables
(284)
(5)
(13)
(5)
(353)
–
–
(21)
Borrowings (current and
non-current)
–
–
–
–
–
(31,327)
–
(28,183)
Net exposure
140
(3)
260
405
233
(30,056)
119
(28,203)
82
Coro Energy plc
www.coroenergyplc.com
Note 21: Financial Instruments continued
Sensitivity analysis
As shown in the table above, the Group is exposed to changes in USD exchange rate. The table below shows
the impact in USD on pre-tax profit and loss of a 10% increase/decrease in exchange rates, holding all other
variables constant:
Group
2023
US$’000
USD
2023
US$’000
SGD
2023
US$’000
PHP
2023
US$’000
VND
2023
US$’000
GBP
2023
US$’000
EUR
2022
US$’000
USD
2022
US $’000
EUR
Net exposure
140
(3)
260
405
233
(30,056)
119
(28,203)
10% strengthening of
currency to USD rate
–
–
(26)
(41)
(23)
3,006
–
2,820
10% weakening of
currency to USD rate
–
–
26
41
23
(3,006)
–
(2,820)
Company
2023
US$’000
USD
2023
US$’000
SGD
2023
US$’000
PHP
2023
US$’000
VND
2023
US$’000
GBP
2023
US$’000
EUR
2022
US$’000
USD
2022
US $’000
EUR
Trade and other receivables
3,440
9
178
–
532
31
3,022
–
Inter-company loans
1,270
–
–
–
–
–
–
–
Cash and cash equivalents
389
–
–
–
183
1
118
1
Loans to subsidiaries
750
(685)
Trade and other payables
(2,398)
–
–
–
(544)
(2,643)
(32)
(136)
Borrowings (current and
non-current)
–
–
–
–
–
(31,327)
–
(29,446)
Net exposure
2,701
9
178
–
171
(33,938)
3,858
(30,266)
Sensitivity analysis
As shown in the table above, the Group is exposed to changes in USD exchange rate. The table below shows
the impact in USD on pre-tax profit and loss of a 10% increase/decrease in exchange rates, holding all other
variables constant.
Company
2023
US$’000
USD
2023
US$’000
SGD
2023
US$’000
PHP
2023
US$’000
VND
2023
US$’000
GBP
2023
US$’000
EUR
2022
US$’000
USD
2022
US $’000
EUR
Net exposure
2,701
9
178
–
171
(33,938)
3,858
(30,266)
10% strengthening of
currency to USD rate
(1)
(18)
–
(17)
3,394
–
3,026
10% weakening of
currency to USD rate
1
18
–
17
(3,394)
–
(3,026)
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
83
Stock code: CORO
FINANCIAL STATEMENTS
Note 21: Financial Instruments continued
(iii) Capital management
The Group’s policy is to maintain a strong capital base so as to maintain creditor confidence and to sustain
future development of the business, safeguard the Group’s ability to continue as a going concern and
provide returns for shareholders.
As explained further in note 16 and note 2c, the Group’s Eurobonds are due to mature in April 2024 at 100% of
par value plus any accrued and unpaid coupon.
(iv) Liquidity risk
The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its
liabilities when due. Refer to the going concern statement in note 2c for further commentary.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on their
contractual maturities. The amounts presented are the contractual undiscounted cash flows.
Group
31 December 2023
Less than
6 months
US$’000
6 to 12
months
US$’000
Between
1 and 2 years
US$’000
Between
2 and 7 years
US$’000
Total
contractual
cash flows
US$’000
Trade and other payables
660
–
–
660
Borrowings
–
31,327
–
–
31,327
Total
660
31,327
–
–
31,987
Group
31 December 2022
Less than
6 months
US$’000
6 to 12
months
US$’000
Between
1 and 2 years
US$’000
Between
2 and 7 years
US$’000
Total
contractual
cash flows
US$’000
Trade and other payables
406
–
–
–
406
Borrowings
–
–
28,183
–
28,183
Total
406
–
28,183
–
28,589
Company
31 December 2023
Less than
6 months
US$’000
6 to 12
months
US$’000
Between
1 and 2 years
US$’000
Between
2 and 7 years
US$’000
Total
contractual
cash flows
US$’000
Trade and other payables
3,920
–
–
–
3,920
Borrowings
–
31,327
–
–
31,327
Total
3,920
31,327
–
–
35,247
Company
31 December 2022
Less than
6 months
US$’000
6 to 12
months
US$’000
Between
1 and 2 years
US$’000
Between
2 and 7 years
US$’000
Total
contractual
cash flows
US$’000
Trade and other payables
320
–
–
–
320
Borrowings
–
–
28,183
1,263
29,446
Total
320
–
28,183
1,263
29,766
84
Coro Energy plc
www.coroenergyplc.com
Note 22: Share-Based Payments
Share options and warrants
The following equity settled share-based awards have been made under the Company’s discretionary share
option plan.
31 December 2023
31 December 2022
Average
exercise price
per option
(pence)
Number
of options
Average
exercise price
per option
(pence)
Number
of options
As at 1 January
1.03 193,013,166
1.90 137,687,500
Granted during the year
0.255
70,000,000
0.10
93,825,666
Expired during the year
4.38
(42,000,000)
–
–
Forfeited during the year
–
–
1.88
(38,500,000)
As at 31 December
0.15 221,013,166
1.03 193,013,166
Vested and exercisable at 31 December
–
–
4.38
42,000,000
All remaining unvested options vest after three years of continuous service with the Company and on
condition that the mid-market closing price per Coro ordinary share on the last day of the three year vesting
period is equal to or higher than 0.46 pence per ordinary share for 2021 grants and higher than 0.43 pence per
ordinary share for 2022 grants. Grants issued in 2023 are exercisable once certain performance criteria have
been met. Once vested, the Options may be exercised at any time until the sixth anniversary of grant.
For options granted in 2021 and 2022 that have not yet vested, the number of options which will vest on the
vesting date will depend on the Company’s Total Shareholder Return (“TSR”) over the 3 year performance
period starting on the date of grant, compared to a comparator group of 20 energy companies selected by
the Company’s Remuneration Committee. The number of Options vesting will be calculated as follows:
Relative TSR
Percentage of Options vesting on the Vesting Date
Below median
0%
Median
30%
Upper decile
100%
Between median and upper decile
Straight-line vesting between 30% and 100%
Notes to the Financial Statements
For the year ended 31 December 2023 continued
Annual Report and Accounts for the year ended 31 December 2023
85
Stock code: CORO
FINANCIAL STATEMENTS
Note 22: Share-Based Payments continued
Options granted in 2023 are conditional upon a final investment decision having been taken by the partners
to the Duyung PSC or the successful sale of Coro’s interest in the Duyung PSC.
The fair value of services rendered in return for 2023 share options is based on the fair value of share options
granted and was measured using a Black Scholes model.
The inputs used in the measurement of the options granted during the year are summarised in the table
below, with the volatility estimate of 61% based on the Company’s historical volatility:
February 2023
options
Fair value at grant date (p)
0.13
Share price at grant date (p)
0.24
Exercise price
0. 26
Expected volatility
61%
Option life
3 years
Risk-free interest rate (based on yield on five-year gilts)
3.2%
Expiry date
9 February 2028
p – British pence.
The fair value of the options granted are spread over the vesting period. The amount recognised in the income
statement for the year ended 31 December 2023 was US$303k (2022: US$196k).
During the year a total of 70,000,000 options were granted, 35,000,000 of which were granted to the
Company’s Chairman, James Parsons, 20,000,000 to the Company’s Managing Director Michael Carrington
and 15,000,000 to Ewen Ainsworth, former CFO of the Company.
Note 23: Contingencies and Commitments
Commitments
Coro’s share of the 2024 Duyung Work Programme and Budget is estimated at US$0.5m, which will be
allocated between items of capital expenditure and joint venture G&A. The Group had no committed work
programmes in it Philippine or Vietnam operations at the reporting date.
Contingent liabilities
The Company undertook to the Noteholders that in the event of a sale of the Company’s interest in the
Duyung PSC to utilise the net cash proceeds of such disposal(s) to first repay the capital and rolled up interest
on the Notes and thereafter to distribute 20% of remaining net proceed(s) to Noteholders. The remaining net
proceeds of any sales would be retained and/or distributed to shareholders by the Company. Due to its nature,
it is not possible to quantify the financial impact of this contingent liability.
Contingent assets
The Group has the right to contingent payments of up to an aggregate of Euro 1.5m through a 10% net profit
interest in the disposed Italian Portfolio over the three years from the date of completion.
86
Coro Energy plc
www.coroenergyplc.com
Note 24: Related Party Transactions
Key management personnel compensation
2023
US$’000
2022
US$’000
Short-term benefits
926
1,201
Share-based payments
303
197
Key management personnel consists of the Directors of the Company and Ewen Ainsworth (CFO) and
Michael Carrington (COO).
Other related party transactions
ion Ventures Holdings Limited was a related party during the reporting period due to the Company’s, now
disposed, 18.76% shareholding and ability it had to appoint one director to the Board of Directors of ion. There
were no transactions between the two companies in 2023 up to the date of the disposal or 2022 with the
exception of Coro’s initial £500k investment in ion.
Energy PTS is a company incorporated in Scotland in which Mark Hood, a director of the Company during
the reporting period, has a majority interest. The Company paid consulting fees on an arm’s length basis of
£18k (2022: £18k) to Energy PTS during the reporting period.
Note 25: Subsequent Events
On 18 January 2024, the Company announced receipt of an in principle commitment letter from HDBank
of Vietnam to provide debt finance for its previously announced 50MW MOU with Mobile World Investment
Corporation to install rooftop solar systems across their portfolio. The non-binding commitment letter initially
focuses on funding for the ten locations in the pilot stage and would cover 50% of the total capital required for
these locations. It would then be the intention to broaden any funding arrangement reached to the full scale
50MW roll out across all 900 project locations.
On 19 February 2024, the Company announced settlement of the working capital adjustment from the
disposal of the Group's Italian natural gas portfolio, with the parties agreeing to a cash payment to the
Company of Euro 1,000,000 in full and final settlement of the working capital adjustment. A cash payment of
Euro 200,000 was received by the Company in February 2024 and the balance of Euro 800,000 will be paid in
22 monthly instalments.
The Company will also receive the previously announced Euro 136,000 balance of the upfront consideration for
the Italian natural gas portfolio, which shall be paid in 23 monthly instalments.
On 29 February, the Company announced an update with respect to the ongoing legal proceedings by
the Company against an Italian contractor in relation to damages following the historical cessation of
production at the Bezzecca field in Italy. The Company announced on 14 February 2023 that it was initiating
legal proceedings against an Italian contractor in relation to damages following the historical cessation of
production at the Bezzecca field in Italy. The Company alleges that the original construction at Bezzecca
lacked an effective cathodic protection system which was required to avoid corrosion, which ultimately led
to the shut-in of gas production at the Bezzecca field in March 2020 for safety and environmental reasons.
Production at Bezzecca was re-established in November 2022. The Company is claiming damages of
approximately Euro 300,000 for the capital and related costs of the replacement equipment and necessary
cathodic protection and a further Euro 7m for consequential losses, including both lost revenue and incurred
fixed costs, during the shut in period. On 22 September 2023, the Company served a writ of summons on the
contractor. The contractor filed its response statement to the court on 23 November 2023, which included
the identification of three potentially liable third parties (a supplier, a sub-contractor and the sub contractor's
insurance company). The judge has set the first hearing for 5 June 2024, before which various supplementary
memorandums are required to be filed by both sides. The Company sold its Italian natural gas portfolio during
2023, however, under the terms of this disposal any costs and proceeds from the Bezzecca legal claim accrue
to the Company.
Annual Report and Accounts for the year ended 31 December 2023
87
Stock code: CORO
FINANCIAL STATEMENTS
Note 26: Subsequent Events continued
On 8 March 2024, the Company announced that it had signed a binding 14-year power purchase agreement
(“PPA”) with Mobile World Group ("MWG") to deliver power at the first ten sites as a pilot phase with a
capacity of 430kw. The PPA term is extendable in certain circumstances and includes a variable price with
a floor of circa US$11.2 cents / kilowatt hour. Construction work at these sites will begin in March 2024 and is
expected to conclude 28 days later. The capital required for the pilot phase is expected to be funded from
existing in-country Group resources and from a debt facility expected to be provided by HDBank which is
referenced here.
On 12 April 2024, The Company announced receipt of a letter from two lenders holding 68% of the Company's
Luxembourg listed Eurobonds which are currently due to expire on 12 April 2024 (the "Standstill"). The
Standstill, which the Company is advised is binding on the parties, provides a conditional standstill on the
repayment of the Company's current debt obligations on expiry whilst the ongoing constructive discussions
with the Company in respect of the Eurobonds continue and whilst certain inflexion points in the business
materialise, including the outcome of the Duyung Operator's farm out process.
On 24 April 2024, the Company announced that, as a result of the outturn of the AGM, in that Resolution
2 concerning the re-election of James Parsons as a Director of the Company, was not passed at the AGM.
Accordingly Mr Parsons is no longer a director of the Company. Whilst the Company has commenced the
process of recruiting at least one additional director with immediate effect, the Company's Board currently
comprises a single director. Following the AGM, the Company's Board is not therefore quorate under the
Company's Articles of Association (the "Articles") or s154 of the Companies Act 2006 (the "Act") and the
Company is not therefore able to effectively operate under the Articles or the Act. Accordingly, the Company
has requested that trading in the Company's ordinary shares on AIM be suspended with immediate effect
pending, inter alia, the appointment of at least one additional director. Notwithstanding the suspension of
trading in the Company's ordinary shares, the Company will continue to make notifications as and when
there are matters requiring disclosure in accordance with the Company's obligations under the AIM Rules for
Companies and/or the UK Market Abuse Regulation.
On 12 June 2024, the Company announced an acceleration of receipt of a portion of the proceeds from the
disposal of the Group's Italian natural gas portfolio. The Company sold its Italian natural gas portfolio as
previously announced by the Company during the course of 2023 and 2024 (the "Disposal"). The Disposal
includes a monthly payment to the company of Euro 42,750 through to November 2025 and a final payment
of Euro 26,750 in December 2025. All monthly payments have been received to-date. The Company signed
an agreement to accelerate the next 9 months payment in exchange for a 22% discount on those payments.
Hence the Company will now receive Euro 150,000 on June 14 2024 and a further Euro 150,000 thirty days later.
The monthly payments will restart from April 2025.
On 24 June 2024, The Company announced that it had signed binding key terms had been agreed for the
sale and purchase of the domestic portion of the Mako gas field with PT Perusahaan Gas Negara Tbk ("PGN"),
the gas subsidiary of PT Pertamina (Persero), the national oil company of Indonesia. The GSA, which includes
a seven month long stop date, is subject to the construction of the pipeline connecting the West Natuna
Transportation System with the domestic gas market in Batam, and it forms part of the Domestic Market
Obligation, as set out in Mako's revised Plan of Development. The total contracted gas volume under the GSA
is up to 122.77 trillion British Thermal Units ("TBtu") with estimated plateau production rates of 35 billion British
Thermal Units / day ("BBtud"). The terms of the GSA are confidential. The remainder of the Mako sales gas
volumes are targeted to be sold to Singapore, where a non-binding Term Sheet was signed in 3Q 2023. Conrad
is moving towards finalising a GSA for the Mako export gas.
On 3 July 2024, the Company announced the appointment of Harry Beamish as Independent Non-Executive
Director of the Company with immediate effect.
On 15 August 2024, the Company announced that it has signed a six month $500k secured convertible loan
with River Merchant Capital, and existing lender to the Company under the Company’s Luxembourg 8.0%
listed Eurobond and Fenikso Limited.
88
Coro Energy plc
www.coroenergyplc.com
Company Information
Directors
Tom Richardson (Non-Executive Director)
Harry Beamish (Non-Executive Director)
Company secretary
AMBA Secretaries Limited
Registered office
c/o Pinsent Masons LLP
1 Park Row
Leeds
United Kingdom
LS1 5AB
Registered number
10472005 (England and Wales)
Nominated adviser
Cavendish Capital Markets Limited
One Bartholomew Close
London
United Kingdom
EC1A 7BL
Broker
Hybridan
3rd floor, Moor Place
1 Fore St Avenue
London
EC2Y 9DT
United Kingdom
Legal advisers
Pinsent Masons LLP
1 Park Row
Leeds
LS1 5AB
United Kingdom
Auditor
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
United Kingdom
Share registrars
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
c/o Pinsent Masons LLP
1 Park Row
Leeds LS1 5AB