Interim results for six months ended 30 June 2026
Summary by AI BETAClose X
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the “UK MAR”) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company’s obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Caspian Sunrise PLC (“Caspian Sunrise” or the “Company”)
Unaudited interim results for the six months ended 30 June 2026
Caspian Sunrise is pleased to announce its interim results for the six month period ended 30 June 2026 therefore anticipates that the suspension of trading in the Company's shares on AIM will be lifted on 12 November 2026 at 7:30 am. The interim results will also be available on the Company’s website at www.caspiansunrise.com.
Highlights for the period under review and subsequently
Financial
- Total revenue $ 0.1 (2025: $3.3 million)
- Gross Profit $ nil (2025: $0.9 million)
- Operating (loss) $(3.7) million (2025: (1.8) million)
- (Loss) before tax $(3.8) million (2025: $(1.8) million)
- Loss after tax $(3.8) million (2025: $(1.2) million).
- Net current assets $34.0 million (31 December 2025: $35.2 million)
- Cash $11.9 million (31 December 2025: $23.3 million)
- Total assets $126.4 million (31 December 2025: $115.7 million)
2026 Corporate highlights to date
- January: completion of the acquisition of the Block 8 Contract Area
- March: conditional acquisition of Kazikhan Limited
- October: completion of the acquisition of Tau-Cen LLP
2026 operational highlights to date
- First oil from the West Shalva Contract Area
- Encouraging test results at Deep Well 803 on the Yelemes Deep structure
- Three new deep wells spudded on the Yelemes Deep structure
Introduction
We are pleased to present the unaudited interim results for the six months ended 30 June 2026.
These, follow closely on the publication of the audited accounts for the 12 months ended 31 December 2025, which include more detailed operational and financial information than in these unaudited interim results.
The Group’s principal focus is
- oil exploration and production
- oil trading
- onshore and offshore oilfield services
- mineral exploration and production
- other commercial projects
All projects to date are in Kazakhstan.
Overview
The prize with our oil & gas assets remains demonstrating that either or both the BNG and Block 8 Contract Areas have production capabilities similar to the nearby world class Tengiz and Kashagan assets.
The prize with the conditional mineral acquisitions announced to date, once owned, would be the production of significant quantities of manganese and gold.
Progress in the period and subsequently
The consideration from the sale of the MJF and South Yelemes shallow structures at the BNG Contract Area in July 2025 together with the issue of the new licences at the Airshagyl and Yelemes Deep structures in late December 2025 has allowed the Group to very significantly increase the pace at which we are developing our assets.
In particular, we are recycling the net proceeds from the sale of the MJF and South Yelemes structures into the development of the Group’s other assets, most notably the Yelemes Deep structure on the BNG Contract Area, together with building an attractive portfolio of mineral assets.
- In January 2026 we completed the long-awaited acquisition of the Block 8 Contract Area for a maximum consideration of $60 million to be paid from a royalty on the oil to be produced from the Block 8 Contract Area
- In March 2026 we announced first oil at the West Shalva Contract Area
- In March 2026 we announced the conditional acquisition of Kazikhan, a minerals group focused initially on manganese and gold but later also silver, copper and molybdenum, for an initial consideration of $25 million and a maximum consideration of $45 million.
- In October 2026 we completed the acquisition of Tau-Cen Limited
-
Since the period-end we have announced the following operational progress:
- The deepening and testing of Deep Well 803 on BNG’s Yelemes Deep structure
- The spudding of Deep Wells 707, 703 and 701 at BNG’s Yelemes Deep structure
- Oil production at the rate of 90 bopd from Well P2 at the Sholkara structure on the Block 8 Contract Area
Operational review
Oil exploration and production
In the six months ended 30 June 2026 no oil was produced at any of the Group’s oilfields (2025: 229,007 bbls).
BNG Contract Area
Shallow structures
In July 2025 the MJF and Yelemes Deep shallow structures on the BNG Contract Area, from which all the Group’s oil to that date had been produced, were sold for a headline consideration of $88.8 million. The Group retains rights over other potential shallow structures on the BNG Contract Area with plans, subject to rig availability and funding, to drill a new shallow well.
Deep structures
To date more than $100 million has been spent on the Airshagyl and Yelemes Deep structures to satisfy work programme commitments leading up to the planned upgrade to full production licences for each structure towards the end of 2024.
Licences
In May 2025 the licence for the Airshagyl structure was upgraded to a full 25-year production licence, with an initial three-year period.
In December 2025 we announced that, as a consequence of receiving significant tax concessions, the licences for the Airshagyl and Yelemes Deep structures had been reissued on an appraisal basis, which allows the results of development work in the next three years at the Airshagyl structure and the next two years at the Yelemes Deep structure to be included in the reserves to be confirmed by the Kazakh state on the expected issue of 25 year full production licences for each structure.
While we only have to produce credible plans for the further development of the Airshagyl structure to be eligible to apply to upgrade the licence, at the Yelemes Deep structure we need to complete three new deep wells by the end of 2027. Accordingly, our focus at the BNG Contract Area is to complete the three new deep wells required on the Yelemes Deep structure to be able to apply for a full 25-year production licence for that structure.
Yelemes Deep structure
At Deep Well 803 the well was deepened to a depth of 4,030 meters. The testing results were encouraging with an oil bearing interval of 50 meters detected. However, a re-cementing job will be required to deal with water flowing into the well before further testing can be completed. The rig there is now being used elsewhere to help meet the work programme obligations.
Deep Well 707, which has a planned Total Depth of 3,500 meters, was spudded in July 2026 and has reached a depth of 3,260 meters without incident. Deep Well 703, which was also spudded in Q3 2026 with a planned Total Depth of 4,750 meters is currently at a depth of 700 meters. Deep Well 701 was spudded in October 2026 with a planned total depth of 5,000 meters.
The rig used at Deep Well 707 will now be used to further test Deep Well 803. Drilling at Deep Well 701 has paused to allow the G50 rig to be used to seek to bring Deep Well A7 on the Airshagyl structure into commercial production, following which the rig will resume work at Deep Well 701.
All work at these wells is expected to be completed in Q2 2026, when the full Yelemes Deep work programme obligations are expected to be met in full following which work on the application to move to a full 25 year production licence can begin.
Airshagyl structure
At Deep Well A6 on the Airshagyl structure, which was drilled to a depth of 4,528 meters, the plan is in Q2 2027 to drill a 600-meter side track from a depth of 3,800 meters targeting Permian fractured dolomite and anhydrite. Additionally, but subject to funding and rig availability, two new deep wells are planned for 2027.
Block 8 Contract Area
At Well P1 on the Sholkara structure oil has flowed on a test basis at rates up to 270 bopd but is not currently producing. At Well P2, which has flowed at rates on a test basis of up to 846 bopd, the well is currently producing at the rate of approximately 90 bopd. Further work is planned at both wells subject to rig availability with the intention of achieving commercial flow rates. A third deep well, Well P3, is planned for 2027 subject to funding and rig availability.
West Shalva
In April 2025 CS Energy LLP, the corporate entity holding the licence for the West Shalva Contract Area, was acquired for an initial consideration of $5 million, satisfied by the issue of 99,206,349 shares issued at 4p per share.
On first oil an additional $5 million became payable, which would be satisfied by the issue of a further 99,206,349 shares, again to be issued at 4p per share. Additionally, the first $5 million of revenue derived from the sale of oil from West Shalva is payable in cash to the vendor, taking the maximum consideration to $15 million.
The Contract Area is approximately 600 kilometers further south than the BNG and Block 8 Contract Areas and is expected to be easier to work than either. It is without previous drilling operations however, at the adjacent Shalva Contract Area, with which we believe there to be shared geology, there have been reports of testing at the rate of approximately 200 bopd from the Jurassic.
West Shalva was always expected to be a far easier oilfield from which to produce oil than either BNG or Block 8. It does not have the salt layer present at BNG and Block 8, beneath which the exceptional temperatures and pressures have made drilling difficult. Conversely, it does not have the same potential to become a world class asset.
A well with an initial planned total depth of 3,000 meters was spudded in October 2025. A 5 meter interval at a depth of approximately 2,250 meters has been flow tested and produced oil briefly at rates of up to 300 bopd. However, the oil from the well has a higher than expected paraffin content restricting its natural flow. The well is currently shut in and not producing, pending further work. Prior to shut-in, the well was producing approximately 38 bopd per day.
The planned second well at West Shalva is on hold pending the outcome of the work to improve flow rates at the first well.
Oil trading
Only oil sold to the domestic market rather than to the domestic mini refinery or international markets is eligible to be traded. We have also taken the decision for the time being to only trade oil produced from the Group’s oilfields rather than third party oil.
In the period under review no oil was produced and accordingly there was no oil trading activity. The production from Block 8 has allowed a limited resumption of oil trading activities and as oil production increases from the Group’s three oilfields under development, revenue and profit from oil trading is expected, over time, to return to previous levels.
Oilfield services
Onshore
As noted above, in the period under review and subsequently CTS, the Group’s 100% owned subsidiary, was far more active than in recent times with all four rigs in operation.
Offshore
The Caspian Explorer was not chartered in 2025 and to date in 2026 has not been chartered. While there is interest for charters in 2027 and beyond no formal agreements have been signed.
Minerals
In comparison to oil & gas projects the mineral projects we are interested in typically have:
- Lower entry costs and investment needs
- Quicker payback
- A smoother regulatory environment
- Sales at international, rather than domestic prices and often to Chinese buyers
- Are unaffected by Russian sanctions
Acquisition of Tau Cen
In December 2025 we announced the conditional acquisition of Tau-Cen LLP, where the principal minerals of interest are titanium, zirconium and gold. Additionally, rare earth elements are bound within the zirconium concentrate in associated monazite and xenotime.
The purchase consideration is $0.7 million comprising $0.35 million to be paid in cash and $0.35 million to be satisfied by the issue of 5,223,881 Caspian Sunrise shares to be issued at 5p per share.
In October 2026 we announced the completion of the Tau-Cen acquisition.
Conditional acquisition of Kazikhan Limited
In March 2026 we announced the conditional acquisition of Kazikhan Limited for an initial consideration of $25 million to be satisfied by the issue of 373,134,328 shares to be issued at 5p per share and potential additional consideration of up to a further $20 million to be satisfied by the issue of up to 298,507,463 shares also to be issued at 5p per share.
Kazikhan and its subsidiaries hold licences to explore principally for manganese and gold, but also silver, copper and molybdenum. Completion of the Kazikhan acquisitions is subject to customary Kazakh regulatory approvals.
Manganese
At Kazikhan’s subsidiary Borly, the production capacity has been increased to approximately 8,000 tonnes per month.
We are in discussions to receive a $3 million advance from a Tier 1 manganese end user and intend to use these funds to complete the improvements to the Borly production facilities currently underway. Over time and with further investment our intention is to boost production capacity so that up to 35,000 tonnes per month could be produced.
Gold
Drilling cores have been supplied to the local internationally accredited testing agency with results expected in Q4 2026. Under the terms of the Kazikhan acquisition agreement, should the assays confirm the existence of JORC standard gold reserves, an additional consideration of $4 million per additional tonne of gold (capped at $20 million) would be payable to the Kazikhan vendors in the form of new Caspian Sunrise shares to be issued at 5p per share.
Titanium
At Tau-Cen work has been limited during the prime agriculture season, further exploration is planned for the non-growing season.
Further mineral acquisitions
We are in advanced discussions in connection with the acquisition of further principally manganese and gold assets, which would be structured to avoid any dilution to existing shareholders.
Financial Review
Summary
During the six months period under review, the Group had no external revenue.
The producing MJF and South Yelemes oilfields were sold in July 2025. The Group’s three oilfields (BNG, West Shalva and from January 2026 Block 8) did not produce in the period under review and accordingly, there was no oil to trade. The Caspian Explorer was not chartered and CTS, the Group’s onshore drilling company, did no work for third parties that would be recorded as income.
Neither of the Tau-Cen or Kazikhan mineral acquisitions had completed by the end of the period under review and therefore their revenues and costs are not included in this interim report.
During the same period the Group continued to develop each of the oilfields with the emphasis on the Yelemes Deep structure on the BNG Contract Area, although the rate of spending has increased in the second half of the current financial year with three new deep wells underway.
Segmental analysis
|
6 months ended |
2026 |
2025 |
|
30 June |
$’000 |
$’000 |
|
Revenue |
|
|
|
Oil sales |
nil |
- |
|
Oil trading |
nil |
3,324 |
|
Onshore oil services |
nil |
- |
|
Offshore oil services |
nil |
- |
|
Other |
131 |
- |
|
Total |
131 |
3,324 |
|
|
|
|
|
Gross profit |
|
|
|
Oil production |
nil |
|
|
Oil trading |
nil |
872 |
|
Onshore oil services |
nil |
- |
|
Offshore oil services |
nil |
- |
|
Other |
8 |
- |
|
Total |
8 |
872 |
Administrative costs
General and Administrative costs for the six months ended 30 June 2026 were approximately $1.0 million higher at $3.7 million (2025: $2.7 million) reflecting the greater level of operational activity following, in particular, the award of the licence in late December 2025 at the Yelemes Deep structure.
Loss for the period before tax
The loss before tax for the six months to 30 June 2026 was $(3.8) million (2025: $(1.8) million).
(Loss) / profit for the period after tax
The loss for the period after tax was $(3.8) million (2025: loss of $(1.2) million.
Oil and gas assets
Unproven oil & gas assets
The carrying value of unproven oil and gas assets increased by approximately $5.2 million to approximately $64.2 million (31 December 2025: $59.0 million) principally as the result of further development work across the Group’s oil and gas assets.
Property, plant & equipment (PP&E)
PP&E increased by $11.2 million to $13.2 million (2025: $2.0 million) principally as the result of the initial estimation of the accounting value of the acquisition of EPC Munai, which holds the licence for the Block 8 Contract Area.
Current assets
Within the $46.3 million current assets, inventories increased by $0.5 million to $6.3 million reflecting the acquisition of casing and other drilling consumables to be used at the Yelemes Deep structure. Receivables increased by $2.5 million to $21.3 million. There was also a $4.0 million increase in tax receivable together with a reduction of $11.4 million in cash to $11.9 million.
Current liabilities
Current liabilities increased by $0.7 million to $12.3 million, with trade and other payable increasing by $0.2 million to $2.4 million and short-term borrowing falling by $0.1 million to $5.4 million.
Liabilities due after 12 months
These increased by $12.8 million to $32.2 million (31 December 2025: $19.4 million). Of the increase $11.7 million is due to a provision established regarding possible further consideration payable for the acquisition of EPC Munai (Block 8).
Cashflows
During the period under review approximately $0.9 million was received from customers, $10.1 million was spent with suppliers and staff and $2.1 million spent on loans made. This reduced the cash balance during the period by approximately $11.3 million.
Going Concern
In July 2025 we completed the sale of the MJF and South Yelemes shallow structures at the BNG Contract Area for a headline consideration of approximately $88 million, of which to date approximately $70 million in cash has been received with approximately $13 million of the headline consideration now being payable directly by the purchasers in settlement of the remaining historic cost obligations at the MJF structure. The remaining approximately $5 million is due to be received in cash over a 12-month period now expected to commence in Q1 2027.
This allowed the Group to pay down the high levels of external debt and trade creditors which had built up as the work at the BNG deep structures progressed and is now funding the accelerated development of a number of assets across the Group.
The Board believes the current cash balances, the amount still to be received for the sale of the MJF and South Yelemes structures, and expected income from future production of both oil and minerals will cover the Group’s accelerated longer term investment plans. However, at current income levels this is not the case, which indicates the existence of a material uncertainty which may cast significant doubt about the Group and the Company’s ability to continue as a going concern and it therefore may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group and the Company was unable to continue as a going concern.
The Group’s future cash flows are dependent on a number of key factors including:
- The receipt of the remaining approximately $5 million balance due from the sale of the MJF and South Yelemes structures expected to commence in Q1 2027
- operational success, measured by the production of oil at the BNG Contract Areas deep structures and to a lesser degree at the Block 8 and West Shalva Contract Areas, together with the associated oil trading income
- income from the sale of manganese at Borly, one of the subsidiaries of Kazikhan Limited, once owned by the Group, expected to be in early 2027
- future charters of the Caspian Explorer
Should it be necessary, the Board has the following actions to mitigate any short-term funding issues:
- To reduce operational expenditure by moving forward at a slower pace
- To seek additional funding from advance oil and mineral sales
- To sell all or part of one or more of the Group’s assets
- To seek additional short-term funding from the Group’s largest shareholder group
- To seek additional equity capital
Notwithstanding the material uncertainty described above, after making enquiries and assessing the progress against the forecast, projections and the status of the mitigating actions referred to above, the Directors have a reasonable expectation that the Group and the Company will continue in operation and meet their commitments as they fall due over the going concern period. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.
Board changes
As previously announced, Clive Carver and Seokwoo Shin are set to leave the board on 31 December 2026. The ability of the Company to continue to satisfy the governance requirements under the QCA code rests in identifying suitable replacement directors. Whilst the board has commenced a process to identify such candidates there is no assurance they will be in place by 31 December 2026.
Outlook
The disposal of the MJF and South Yelemes structures provided funding to allow the Group to resume development work across all three of its oil fields and, where appropriate, subject to completion at the conditional mineral acquisitions announced.
The prize with our oilfields remains demonstrating that the geology at the world class Tengiz and Kashagan oilfields extend to BNG and Block 8. At our mineral assets, once acquired, the objective will be to increase the existing manganese and gold reserves and to produce both in volume.
It will take time for the income from these assets to build up to the levels previously reported when we owned the producing BNG shallow structures, but the Group now has a broader base of projects and is no longer reliant on oil sales from a single oilfield.
With BNG, Block 8, the Caspian Explorer, Tau-Cen and once acquired Kazikhan’s manganese and gold reserves, the Group will have a portfolio of potentially extremely valuable assets and the intention to develop them to their fullest potential.
Clive Carver
Chairman
11 November 2026
Contacts:
|
Zeus James Joyce James Bavister Andrew de Andrade |
+44 (0) 203 829 5000 |
This announcement has been posted to:
www.caspiansunrise.com/investors
Qualified Person
Ms Danara Junussova, a member of the Society of Petroleum Engineers, has reviewed and approved the technical disclosures in this announcement. Meirkhan Jumashev, who is Chairman of the Kazakh Community of Independent Geoscientists (CIC) and a member of the Australian Institute of Geoscientists (AIG) has reviewed and approved the mining related technical disclosures in this announcement. Mr Jumashev is a qualified geoscientist.
This announcement has been posted to:
www.caspiansunrise.com/investors
The person responsible for arranging the release of this announcement on behalf of the Company is Clive Carver, Chairman of the Company.
|
1Recoverable Resources |
Those quantities of hydrocarbons that are estimated to be producible by the project from either discovered or undiscovered accumulations. |
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT
|
|
Six months ended 30 June 2026 Unaudited
|
Six months ended 30 June 2025 Unaudited
|
||
|
|
|
|
||
|
|
US$000s |
US$000s |
||
|
Continuing Operations |
|
|
||
|
Revenue |
131 |
3,324 |
||
|
Cost of sales |
(123) |
(2,452) |
||
|
Gross Profit |
8 |
872 |
||
|
Selling expense |
- |
- |
||
|
Other administrative expenses |
(3,726) |
(2,666) |
||
|
Operating Loss |
(3,718) |
(1,794) |
||
|
Finance cost |
(141) |
(133) |
||
|
Finance income |
69 |
103 |
||
|
Loss before taxation |
(3,790) |
(1,824) |
||
|
Taxation |
(2) |
586 |
||
|
Loss after Taxation from Continuing Operations |
(3,792) |
(1,238) |
||
|
|
|
|
||
|
Discontinued operations: |
|
|
||
|
(Loss)/Profit for the year from discontinued operations (note 11)* |
- |
(1,485) |
||
|
Loss for the Period |
(3,792) |
(2,723) |
||
|
|
|
|
||
|
Loss for the Period Attributable to: |
|
|
||
|
Owners of the Parent |
(3,787) |
(2,521) |
||
|
Non-controlling interest |
(5) |
(202) |
||
|
(Loss) / profit for the period |
(3,792) |
(2,723) |
||
|
Loss Attributable to Owners of the Parent Arises from: |
|
|
||
|
Continued operations |
(3,787) |
(1,051) |
||
|
Discontinued operations |
- |
(1,470) |
||
|
|
(3,787) |
(2,521) |
||
|
Loss per Share from Continuing Operations Attributable to Ordinary Equity Holders of the Parent |
|
|
||
|
Basic and diluted |
(0.16) |
(0.05) |
|
|
|
|
|
|
|
||||
|
Earnings per share for profit for the year attributable to the ordinary equity holders of the parent |
|
|
|
|
|
|
|
|
Basic |
|
(0.16) |
(0.11) |
|
|||
|
Diluted |
|
(0.16) |
(0.11) |
|
|||
|
|
|
|
|
||||
*The results for the 6 months ended 30 June 2025 have been prepared in accordance with IFRS 5 to disclose the results of the BNG Disposal Group which was classified as a discontinued operation during the period.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
Other comprehensive loss: |
Six months ended 30 June 2026 Unaudited
|
Six months ended 30 June 2025 Unaudited
|
|
|
|
US$000s |
US$000s |
|
|
|
|
|
|
|
Income (Loss) after taxation |
(3,792) |
(2,723) |
|
|
Other comprehensive loss: |
|
||
|
Items to be reclassified to profit or loss in subsequent periods Exchange differences on translating foreign operations |
1,156 |
(7,576) |
|
|
Total comprehensive loss for the period |
(2,636) |
(10,299) |
|
|
Total comprehensive loss attributable to: Owners of the parent |
(2,631) |
(10,097) |
|
|
Non-controlling interest |
(5) |
(202) |
|
|
|
(2,636) |
(10,299) |
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
For the six months ended 30 June 2026 |
|
|
|
|
|
|
|
|
|
|
Unaudited |
Share capital |
Share premium |
Cumulative translation reserve |
Capital contribution reserve |
Merger Reserve |
Retained deficit |
Total |
Non-controlling interests |
Total equity |
|
US$'000 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
At 1 January 2026 |
34,456 |
2,600 |
(78,767) |
2,102 |
11,511 |
119,608 |
91,510 |
(6,973) |
84,537 |
|
Loss after taxation |
- |
- |
- |
- |
- |
(3,787) |
(3,787) |
(5) |
(3,792) |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
- |
- |
1,156 |
- |
- |
- |
1,156 |
- |
1,156 |
|
Total comprehensive |
|
|
|
|
|
|
|
|
|
|
income for the period |
- |
- |
1,156 |
- |
- |
(3,787) |
(2,631) |
(5) |
(2,636) |
|
Transactions with shareholders: |
|
|
|
|
|
|
|
|
|
|
Disposal of subsidiary (Note 12) |
- |
- |
- |
- |
- |
- |
- |
(34) |
(34) |
|
At 30 June 2026 |
34,456 |
2,600 |
(77,611) |
2,102 |
11,511 |
115,821 |
88,879 |
(7,012) |
81,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended 30 June 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
Share capital |
Share premium |
Cumulative translation reserve |
Capital contribution reserve |
Merger Reserve |
Retained deficit |
Total |
Non-controlling interests |
Total equity |
|
US$'000 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
At 1 January 2025 |
33,116 |
126 |
(77,133) |
2,102 |
11,511 |
107,240 |
76,962 |
(6,471) |
70,491 |
|
Loss after taxation |
- |
- |
- |
- |
- |
(2,521) |
(2,521) |
(202) |
(2,723) |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
- |
- |
(7,576) |
- |
- |
- |
(7,576) |
- |
(7,576) |
|
Total comprehensive |
|
|
|
|
|
|
|
|
|
|
income for the period |
- |
- |
(7,576) |
- |
- |
(2,521) |
(10,097) |
(202) |
(10,299) |
|
Transactions with shareholders: |
|
|
|
|
|
|
|
|
|
|
Issue of shares |
1,300 |
3,899 |
- |
- |
- |
- |
5,199 |
- |
5,199 |
|
At 30 June 2025 |
34,416 |
4,025 |
(84,709) |
2,102 |
11,511 |
104,719 |
72,064 |
(6,673) |
65,391 |
|
Reserve |
Description and purpose |
|
Share capital |
The nominal value of shares issued |
|
Share premium |
Amount subscribed for share capital in excess of nominal value |
|
Cumulative translation reserve |
Amounts arising on retranslating the net assets of overseas operations into US Dollars |
|
Merger reserve |
Gains accrued as the result of acquisitions made in previous periods |
|
Capital contribution reserve |
Capital contribution arising when a shareholder has made an irrevocable gift to the Company |
|
Retained deficit |
Cumulative losses recognised in the profit or loss |
|
Non-controlling interests |
The interests of non-controlling parties in the net assets and liabilities of subsidiaries |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
As at 30 June |
As at 31 December |
As at 30 June |
|
|
Note |
2026 US$000s |
2025 US$000s |
2025 US$000s |
|
|
|
Assets Non-current assets Unproven oil and gas assets |
6 |
Unaudited
64,212 |
Audited
58,960 |
Unaudited
54,765 |
|
|
Property, plant and equipment |
7 |
13,220 |
2,028 |
9,426 |
|
|
Other receivables |
8 |
2,318 |
3,430 |
2,072 |
|
|
Restricted use cash |
|
297 |
215 |
- |
|
|
Total non-current assets |
|
80,047 |
64,633 |
66,263 |
|
|
Current assets Assets held for sale |
|
- |
- |
61,263 |
|
|
Inventories |
|
6,279 |
5,776 |
2,472 |
|
|
Trade and other receivables |
|
21,251 |
19,521 |
10,183 |
|
|
Current tax receivable |
|
6,871 |
2,352 |
840 |
|
|
Cash and cash equivalents |
|
11,920 |
23,284 |
174 |
|
|
Total current assets |
|
46,321 |
50,933 |
74,932 |
|
|
Total assets |
|
126,368 |
115,566 |
141,195 |
|
|
Equity and liabilities Equity Share capital |
9 |
34,456 |
34,456 |
34,416 |
|
|
Share premium |
|
2,600 |
2,600 |
4,025 |
|
|
Other reserves |
|
2,102 |
2,102 |
2,102 |
|
|
Merger reserve |
|
11,511 |
11,511 |
11,511 |
|
|
Retained earnings |
|
115,821 |
119,608 |
104,719 |
|
|
Cumulative translation reserve |
|
(77,611) |
(78,767) |
(84,709) |
|
|
Shareholders' equity |
|
88,879 |
91,510 |
72,064 |
|
|
Non-controlling interests |
|
(7,012) |
(6,973) |
(6,673) |
|
|
Total equity |
|
81,867 |
84,537 |
65,391 |
|
|
Current liabilities Trade and other payables |
|
2,381 |
2,152 |
28,598 |
|
|
Current tax liabilities |
|
598 |
- |
- |
|
|
Short-term borrowings |
10 |
5,385 |
5,515 |
4,133 |
|
|
Current provisions |
|
3,999 |
3,961 |
3,908 |
|
|
Liabilities related to assets held for sale |
|
- |
- |
13,766 |
|
|
Total current liabilities |
|
12,363 |
11,628 |
50,405 |
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Borrowings |
10 |
387 |
19 |
2,678 |
|
|
Deferred tax liabilities |
|
6,170 |
6,058 |
7,423 |
|
|
Contingent consideration |
11 |
11,678 |
- |
- |
|
|
Non-current provisions |
|
699 |
602 |
1,205 |
|
|
Other payables |
|
13,204 |
12,722 |
14,093 |
|
|
Total non-current liabilities |
|
32,138 |
19,401 |
25,399 |
|
|
Total liabilities |
|
44,501 |
31,029 |
75,804 |
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
126,368 |
115,566 |
141,195 |
|
|
|
|
|
|
|
|
This financial information was approved and authorised for issue by the Board of Directors on 11 November 2026 and was signed on its behalf by:
Clive Carver
Chairman
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
Six months ended 30 June 2026 |
Six months ended 30 June 2025 |
|||||
|
|
Unaudited US$000s |
Unaudited US$000s |
|||||
|
Cash flow provided by operating activities Cash received from customers |
941 |
11,111 |
|||||
|
Payments made to suppliers and employees |
(10,111) |
(10,755) |
|||||
|
Net cash (used in) / generated from operating activities |
(9,170) |
356 |
|||||
|
Cash flow used in investing activities Additions to unproven oil and gas assets |
- |
(419) |
|||||
|
Purchase of PP&E |
(47) |
(4,894) |
|
||||
|
Loans provided |
(2,138) |
- |
|
||||
|
Cash proceeds from the asset buyer |
- |
678 |
|
||||
|
Transfers to restricted use cash |
115 |
506 |
|
||||
|
Cash flow used in investing |
|
|
|||||
|
activities |
(2,070) |
(4,129) |
|||||
|
Cash flow used by financing activities
|
|
|
|
||||
|
Loans from related parties |
26 |
1,303 |
|
||||
|
Net movement in revolving bank credit facility and interest paid |
(150) |
- |
|
||||
|
Net cash used by financing activities |
(124) |
1,303 |
|
||||
|
|
|
|
|||||
|
Net decrease in cash and cash equivalents |
(11,364) |
(2,470) |
|||||
|
Cash and cash equivalents at the start of the period |
23,284 |
2,644 |
|||||
|
Cash and cash equivalents at the end of the period |
11,920 |
174 |
|||||
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
- STATUTORY ACCOUNTS
The interim financial results for the period ended 30 June 2026 are unaudited. The financial information contained within this report does not constitute statutory accounts as defined by Section 434(3) of the Companies Act 2006.
- BASIS OF PREPARATION
Caspian Sunrise plc is registered and domiciled in England and Wales.
This interim financial information of the Company and its subsidiaries ("the Group") for the six months ended 30 June 2026 has been prepared on a basis consistent with the accounting policies set out in the Group's consolidated annual financial statements for the year ended 31 December 2025. It has not been audited or reviewed, does not include all of the information required for full annual financial statements, and should be read in conjunction with the Group's consolidated annual financial statements for the year ended 31 December 2025. The report of the independent auditors on these accounts was unqualified, did not include a reference to any matters by way of emphasis, and did not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006. As permitted, the Group has chosen not to adopt IAS 34 'Interim Financial Reporting'.
The financial information is presented in US Dollars and has been prepared under the historical cost convention.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2025. These are expected to be consistent with the financial statements of the Group for the year ending 31 December 2025 that will be prepared in accordance with UK-adopted international accounting standards (“IFRS”).
Going Concern
In July 2025 we completed the sale of the MJF and South Yelemes shallow structures at the BNG Contract Area for a headline consideration of approximately $88 million, of which to date approximately $70 million in cash has been received with approximately $13 million of the headline consideration now being payable directly by the purchasers in settlement of the remaining historic cost obligations at the MJF structure. The remaining approximately $5 million is due to be received in cash over a 12-month period now expected to commence in Q1 2027.
This allowed the Group to pay down the high levels of external debt and trade creditors which had built up as the work at the BNG deep structures progressed and is now funding the accelerated development of a number of assets across the Group.
As set out more fully below and in note 1, the Board believes the current cash balances, the amount still to be received for the sale of the MJF and South Yelemes structures, and expected income from future production of both oil and minerals will cover the Group’s accelerated longer term investment plans. However, at current income levels this is not the case, which indicates the existence of a material uncertainty which may cast significant doubt about the Group and the Company’s ability to continue as a going concern and it therefore may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group and the Company was unable to continue as a going concern.
The Group’s future cash flows are dependent on a number of key factors including:
- The receipt of the remaining approximately $5 million balance due from the sale of the MJF and South Yelemes structures expected to commence in Q1 2027
- operational success, measured by the production of oil at the BNG Contract Areas deep structures and to a lesser degree at the Block 8 and West Shalva Contract Areas, together with the associated oil trading income
- income from the sale of manganese at Borly, one of the subsidiaries of Kazikhan Limited, once owned by the Group, expected to be in early 2027
- future charters of the Caspian Explorer
Should it be necessary, the Board has the following actions to mitigate any short-term funding issues:
- To reduce operational expenditure by moving forward at a slower pace
- To seek additional funding from advance oil and mineral sales
- To sell all or part of one or more of the Group’s assets
- To seek additional short term funding from the Group’s largest shareholder group
- To seek additional equity capital
Notwithstanding the material uncertainty described above, after making enquiries and assessing the progress against the forecast, projections and the status of the mitigating actions referred to above, the Directors have a reasonable expectation that the Group and the Company will continue in operation and meet their commitments as they fall due over the going concern period. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.
- LOSS PER SHARE
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year including shares to be issued.
There is no difference between the basic and diluted loss per share as the Group made a loss for the current and prior year. Dilutive potential ordinary shares include share options granted to employees and directors where the exercise price (adjusted according to IAS33) is less than the average market price of the Company's ordinary shares during the period.
|
The calculation of loss per share is based on: |
|
|
|
|
Six months ended 30 June 2026 Unaudited |
Six months ended 30 June 2025 Unaudited |
|
Basic weighted average number of ordinary shares in issue during the period |
2,356,306,042 |
2,296,865,608 |
|
|
|
|
|
Loss for the year from continuing operations attributable to owners of the parent (US$'000) |
(3,787) |
(1,051) |
|
Loss for the year attributable to owners of the parent (US$'000) |
(3,787) |
(2,521) |
- FINANCIAL EXPENSE
The Group incurred financial expenses of US$141,000 during the 6 months to 30 June 2026 (2025: US$133,000).
- Segment reporting and revenue analysis
Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing the performance of the operating segments and making strategic decisions, has been identified as the Board of Directors.
The Group operated in four operating segments during 2026 and 2025: Exploration for and production of crude oil; onshore drilling services (CTS LLP); offshore drilling services (Caspian Explorer); and oil trading, which was a new segment starting 2023. All four segments operate and generate revenues in Kazakhstan.
|
|
Oil and gas assets |
Drilling services CTS |
Oil Trading |
Drilling services by Caspian Explorer |
Corporate allocation |
Total |
|
2026 |
||||||
|
External revenues |
- |
- |
- |
- |
131 |
131 |
|
Cost of sales |
- |
- |
- |
- |
(123) |
(123) |
|
Gross profit |
- |
- |
- |
- |
8 |
8 |
|
Administrative costs |
(420) |
(250) |
(199) |
(1,212) |
(925) |
(3,006) |
|
Other expense |
- |
- |
- |
- |
(720) |
(720) |
|
Segment operating profit/(loss) |
(420) |
(250) |
(199) |
(1,212) |
(1,637) |
(3,718) |
|
Finance income |
53 |
- |
- |
3 |
13 |
69 |
|
Finance costs |
(49) |
- |
- |
- |
(92) |
(141) |
|
Income / Loss before income tax |
(416) |
(250) |
(199) |
(1,209) |
(1,716) |
(3,790) |
|
Total assets |
97,973 |
8,923 |
519 |
3,110 |
15,843 |
126,368 |
|
Total liabilities |
24,944 |
1,972 |
1,275 |
3,463 |
12,849 |
44,503 |
- UNPROVEN OIL AND GAS ASSETS
During the six months period ended June 30 2026 the Company's unproven oil and gas assets increased by US$ 5.3 million (2025: increase of US$ 5.6 million). The additions were made by investments into West Shalva and BNG Deep assets.
- PROPERTY, PLANT & EQUIPMENT
|
Group |
|
Proved oil |
Motor Vehicles |
Other |
Total |
|
|
|
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
|
|
|
|
|
|
|
|
|
Cost at 1 January 2025 |
|
- |
1,917 |
8,233 |
10,150 |
|
|
Additions |
|
- |
1 |
139 |
140 |
|
|
Foreign exchange difference |
|
- |
80 |
777 |
857 |
|
|
Cost at 31 December 2025 |
|
- |
1,998 |
9,149 |
11,147 |
|
|
Additions (note 11) |
|
11,673 |
- |
109 |
11,782 |
|
|
Foreign exchange differences |
|
- |
830 |
3,803 |
4,633 |
|
|
Cost at 30 June 2026 |
|
11,673 |
2,828 |
13,061 |
27,562 |
|
|
|
|
|
|
|
|
|
|
Depreciation at 1 January 2025 |
|
- |
1,014 |
4,629 |
5,643 |
|
|
Charge for the period |
|
- |
- |
1,434 |
1,314 |
|
|
Impairment provision |
|
- |
- |
2,278 |
2,278 |
|
|
Foreign exchange differences |
|
- |
(42) |
(194) |
(236) |
|
|
Depreciation at 31 December 2025 |
|
- |
972 |
8,147 |
9,119 |
|
|
Charge for the period |
|
- |
17 |
1,416 |
1,433 |
|
|
Foreign exchange differences |
|
- |
404 |
3,386 |
3,790 |
|
|
Depreciation at 30 June 2026 |
|
- |
1,393 |
12,949 |
14,342 |
|
|
Net book value at: |
|
|
|
|
|
|
|
01 January 2025 |
|
- |
903 |
3,604 |
4,507 |
|
|
31 December 2025 |
|
- |
1,026 |
1,002 |
2,028 |
|
|
30 June 2026 |
|
11,673 |
1,435 |
112 |
13,220 |
|
|
|
|
|
|
|
|
|
- OTHER NON-CURRENT RECEIVABLES
During the six months period ended June 30 2026 the Company has provided no advances related to its drilling operations (2025: nil). VAT recoverable at the Group level as at 30 June 2026 was US$4,659,000 (2025: US$840,000).
- CALLED UP SHARE CAPITAL
|
|
Number of ordinary shares |
$'000 |
|
Balance at 31 December 2025 |
2,356,306,042 |
34,456 |
|
Balance at 30 June 2026 |
2,356,306,042 |
34,456 |
- BORROWINGS
At 30 June 2026 and 31 December 2025 all loans of the Group were payable to individuals and entities related to the Oraziman family.
|
US$’000 |
Six months ended 30 June 2026 (Unaudited) |
Year ended 31 December 2025 (Audited) |
|
Bank loans |
502 |
582 |
|
Loans from related parties |
4,814 |
4,952 |
|
Loans from third parties |
456 |
- |
|
Total |
5,772 |
5,534 |
- Acquisition of EPC Munai LLP (Block 8)
On 20 August 2025 the Group agreed to acquire 100% of Procyon Capital Ltd. (AIFC) and a direct 1% interest in EPC Munai LLP (formerly TOO «IPC-Munai»), which together give the Group 100% of EPC Munai LLP, the holder of the subsoil use rights for the Block 8 contract area in Kazakhstan, and 70% interests in three subsidiaries. In January 2026, the Company received consent from the Kazakh Anti-Monopoly Authority for the Block 8 acquisition (the "Acquisition") and in accordance with the terms of the SPA the Acquisition completed on 29 January 2026.
Management has concluded that the transaction constitutes a business combination within the scope of IFRS 3. In particular, as the Group has acquired the benefit of long-standing development work and seismic information going back many years. In addition, given its proximity to the BNG Contract Area, and the shared use of staff and equipment, management are satisfied that notwithstanding the acquisition terms it falls to be treated as a business combination. Preliminary acquisition accounting has been undertaken based on information available at the date of authorisation of these financial statements.
The initial accounting is incomplete: the fair values of the identifiable assets acquired and liabilities assumed, and therefore any goodwill or gain on a bargain purchase, have not yet been determined. The purchase price allocation will be formally completed and relevant disclosures presented within the annual financial statements for 2026, within the measurement period (IFRS 3.45), and any adjustments will be recognised from the acquisition date (IFRS 3.49). Consideration transferred comprises £100 of fixed cash consideration and contingent consideration of US$5 per barrel of oil produced from Block 8 after completion, paid by EPC Munai LLP, up to US$60 million. A term of the acquisition agreement was that there would be no historical liabilities assumed.
Management expects consideration payments of approximately US$20 million on the basis that to date only one of the three original licences has been renewed, and the obligation is recognised at its discounted value at the completion date (discount rate 15%) of US$11,673,000. On a provisional basis the oil and gas properties are expected to be recognised at their fair value, provisionally estimated to be US$ 11,673,000. The contingent consideration will be remeasured at fair value through profit or loss (IFRS 3.58) at each reporting date. The undiscounted payments are approximately US$20 million, the discount of US$8,327,000 will be unwound over the expected payment period.
Acquisition-related costs, including legal fees, will be expensed to profit or loss in the annual financial statements for 2026 (IFRS 3.53).
- DISPOSAL OF SUBSIDIARY
DOMOSCO
In April 2026 Domosco LLP, the corporate entity through which the Group’s oil trading activities were conducted on a 70:30 basis was closed to allow future oil trading activities to be conducted on a 100% basis. At that time amounts due to the 30% partner were paid as full and final settlement of the accrued amounts due to them. The formal sale was used as the form to liquidate the entity without any income or loss to both parties.
- Discontinued operations
During the year-ended 31 December 2024, MJF and South Yelemes shallow structures at the BNG Contract Area (“BNG Disposal Group”) were classified as held for sale and represented a discontinued operation. The sale completed in July 2025, and thus during the period ended 30 June 2025, was presented as a discontinued operation.
|
|
Six months ended 30 June 2026 Unaudited |
Six months ended 30 June 2025 Unaudited |
|
Revenue |
- |
6,596 |
|
Cost of sales |
- |
(1,406) |
|
Gross profit |
- |
5,190 |
|
Selling expense |
- |
(1,823) |
|
Administrative costs |
- |
- |
|
Operating profit |
- |
3,367 |
|
Finance costs |
- |
(207) |
|
Profit before taxation |
- |
3,160 |
|
Tax charge |
- |
(632) |
|
Profit after taxation |
- |
2,528 |
|
Transaction costs incurred |
- |
(4,013) |
|
Net loss attributable to discontinued operations |
- |
(1,485) |
- SUBSEQUENT EVENTS
Acquisition of Tau-Cen
In December 2025 the Company announced the conditional acquisition of Tau-Cen LLP, where the principal minerals of interest are titanium, zirconium and gold. Additionally, rare earth elements are bound within the zirconium concentrate in associated monazite and xenotime.
The purchase consideration is $0.7 million comprising $0.35 million to be paid in cash and $0.35 million to be satisfied by the issue of 5,223,881 Caspian Sunrise shares to be issued at 5p per share.
In August 2026 the Company announced that the required regulatory consents had been received. Formal completion of the acquisition of the Tau-Cen assets was achieved in October 2026.
Management has concluded that substantially all of the fair value acquired is concentrated in mineral interests and therefore the transaction is expected to constitute an asset acquisition rather than a business combination. Acquisition accounting will be undertaken in the financial year ending 31 December 2026.
The acquisition completed after the reporting date and no amounts have been recognised in the financial statements as at 31 December 2025.
- CONTINGENT LIABILITIES
UAE Claim
A current and three former shareholders brought claims against the Company and certain of its Directors for US$25 million before the Dubai Courts, principally on the basis that as the shareholders concerned did not approve the disposal of the MJF and South Yelemes the transaction is not valid.
The claims have been rejected by the Dubai Court and a subsequent appeal against the Dubai Court decision has also been rejected.
On the basis of the Dubai Court’s rulings and advice from leading commercial lawyers in the UK and Dubai and also from one of the world’s leading professional services consultancies the Directors and Company believe that the claims have no merit. Accordingly, no provision has been made in these financial statements.
Contingent consideration
Details of contingent consideration payable on the acquisition of Block 8 are set out in Note 11 above.
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