Audited Full Year Results to 31 December 2025
Summary by AI BETAClose X
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS AMENDED AND TRANSPOSED INTO UK LAW IN ACCORDANCE WITH THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
21 May 2026
Seascape Energy Asia plc
("Seascape Energy", the "Company" or "Seascape")
Audited Full Year Results to 31 December 2025
Seascape Energy, an E&P company focused on Southeast Asia, is pleased to announce its full year results for the 12 months ended 31 December 2025.
Highlights
Corporate
· The Company is now established as an independent player in the Malaysian upstream industry with interests in three, gas-weighted PSCs':
o Temaris Cluster (SEA 100% PI): two gas discoveries offshore shallow water Peninsular Malaysia, awarded in June 2025 with net certified 2C resources of 46 mmboe certified and net mean unrisked Prospective Resources of 158 mmboe;
o DEWA (SEA 28% PI): located offshore, shallow water Sarawak, Eastern Malaysia, with certified net 2C resources of 18 mmboe and operated by EnQuest plc; and
o Block 2A (SEA 10% PI) located deepwater offshore Sarawak, Eastern Malaysia, the giant Kertang prospect contains certified gross mean unrisked Prospective Resources of 1.7 bnboe with Seascape fully carried on an exploration well drilling mid-2027.
· An updated CPR has confirmed the Company's total net 2C Contingent Resources of 64 mmboe (97% gas) (2024 nil) and total unrisked net mean Prospective Resources of 324 mmboe (99% gas)
· Seascape's existing portfolio will see it become a significant, gas-weighted producer in Malaysia by 2028 with production potential in excess of 20,000 boepd at current equity levels.
Financial
· Year end 2025 cash of £6.3 million (2024: £2.8 million) including restricted cash of £2.1 million (2024: £0.5m), nil debt (2024: nil)
· Unaudited cash balances of £8.5 million as at the beginning of May 2026 following a successful placing, subscription and oversubscribed retail offer to raise gross proceeds of approximately £5.0 million
· Group operating loss of £4.4 million (2024: £5.8 million)
· Total profit for the year of £5.4 million (2024: loss £16.4 million) reflecting the proceeds from the farm down of the Company's interest in the Block 2A PSC.
Outlook:
· Progress the Company's Temaris Cluster and DEWA through to FDAP submission during 2026, targeting first gas in 2028 and allowing Seascape to book initial 2P reserves
· Continue to build-out its existing acreage position in Malaysia, including seeking to secure new acreage around its flagship Temaris Cluster and expand its core operated position
· Seek to bring a strategic partner into Temaris during the first half of 2026
· Award rig contract for drilling of Kertang prospect on Block 2A and confirm well spud window during mid-2027 at no cost to Seascape
Investor Meet Company
In conjunction with the release of its full year results for the year ended 2025, James Menzies (Executive Chairman) and Nick Ingrassia (CEO) will provide a live presentation via Investor Meet Company as part of the Company's forthcoming Annual General Meeting which will be held on 25 June 2026. The presentation is open to all existing and potential shareholders and further details on how to join the meeting will follow.
Nick Ingrassia, Chief Executive Officer, commented:
"During 2025, Seascape successfully positioned itself as a significant independent player in the Malaysian upstream industry.
Seascape has now entered its next phase of growth across its portfolio, progressing both its short-cycle Temaris and DEWA gas developments towards final investment decisions while continuing down the path towards drilling of the giant Kertang prospect.
We look forward to an exciting year ahead, continuing to grow our high-quality portfolio and working towards first gas with high-quality partners."
Footnotes:
Seascape Energy Asia plc IR@seascape-energy.com
James Menzies (Executive Chairman)
Nick Ingrassia (Chief Executive)
Pierre Eliet (Executive Director)
Stifel (Nomad and Joint Broker) Tel: +44 20 7710 7600
Callum Stewart
Jason Grossman
Ashton Clanfield
Cavendish Capital Markets Limited (Joint Broker) Tel: +44 20 7397 8900
Neil McDonald
Pete Lynch
Posting of Report & Accounts and Notice of Annual General Meeting
The Company plans to post the full set of Report and Accounts and notice of Annual General Meeting shortly and will announce the same.
Abbreviations
Seascape Energy Asia plc - Seascape, SEA, Seascape Energy or the Company
Seascape Energy (SE Asia) Sdn. Bhd. - SE SEA
Seascape Energy (2A) Limited - Seascape 2A or SE 2A
Seascape Energy (DEWA) Limited - Seascape DEWA or SE DEWA
Seascape Energy Asia (One) Sdn. Bhd.- Seascape One or SEA One
INPEX Malaysia E&P 2A Limited - INPEX 2A (formerly Longboat Energy (2A) Limited)
Standard
Estimates of reserves and resources have been carried out in accordance with the June 2018 SPE/WPC/AAPG/ SPEE/SEG/SPWLA/EAGE Petroleum Resources Management System ("PRMS") as the standard for classification and reporting. A summary of the PRMS can be downloaded from:- https://www.spe.org/en/industry/petroleum-resources-management-system-2018/.
Review by Qualified Person
The technical information in this release has been reviewed by Dr Pierre Eliet, Executive Director and Country Chair Malaysia, who is a qualified person for the purposes of the AIM Guidance Note for Mining, Oil and Gas Companies. Dr Eliet is a geologist with more than 30 years' experience in the oil and gas industry. Dr Eliet has a BA Degree in Earth Sciences from Trinity College, Dublin and PhD in Geology from Manchester University, UK, and is a Fellow of the Geological Society (London)
Glossary
"AIM" means the Alternative Investment Market of the London Stock Exchange
"bcf" means billion standard cubic feet
"DEWA PSC" means the contract covering the DEWA Cluster offshore Sarawak
"DST" means drill stem test
"FDAP" means Field Development and Abandonment Plan
"FEED" Front-End Engineering Design
"FWS" full-well stream
"GIIP" means Gas Initially In Place
"Group" means Seascape and its subsidiaries
"IOC" means International Oil Company
"JV" means joint venture
"K" means thousand
"KPI" means Key Performance Indicator
"LNG" means Liquified Natural Gas
"m" means meters
"MDT" means modular formation dynamic tester
"mmboe" means million barrels of oil equivalent
"mmscfd" means million standard cubic feet per day
"MYR" means Malaysian Ringgit
"NOK" means Norwegian kroner
"PI" means participating interest
"PSC" means Production Sharing Contract
"Q" means quarter
"$" means United States Dollars
"TCF" means trillion cubic feet
"Temaris PSC" means the contract covering the Temaris Cluster offshore Peninsular Malaysia
"WHP" means unmanned well-head platform
"2A PSC" means the contract covering Block 2A offshore Sarawak
Consolidated statement of comprehensive income
|
|
Notes |
2025 |
|
2024 |
|
GROUP |
|
£ |
|
£ |
|
|
|
|
|
|
|
Other income |
5 |
202,053 |
|
934,570 |
|
|
|
|
|
|
|
Administrative expenses |
|
(4,586,404) |
|
(6,709,728) |
|
Operating loss |
7 |
(4,384,351) |
|
(5,775,158) |
|
|
|
|
|
|
|
Finance costs |
8 |
(28,717) |
|
(21,681) |
|
|
|
|
|
|
|
Investment income |
9 |
239,631 |
|
111,758 |
|
Loss before taxation from continuing operations |
|
(4,173,437) |
|
(5,685,081) |
|
|
|
|
|
|
|
Income tax expense |
10 |
405 |
|
(419) |
|
Loss for the year from continuing operations |
|
(4,173,032) |
|
(5,685,500) |
|
Profit/(loss) for the year from discontinued operations, net of tax |
11 |
9,615,416 |
|
(10,761,709) |
|
Profit/(loss) for the year |
|
5,442,384 |
|
(16,447,209) |
|
|
|
|
|
|
|
Other comprehensive income/(expense) |
|
|
|
|
|
|
|
|
|
|
|
Currency translation differences from discontinued operations |
27 |
- |
|
349,929 |
|
Currency translation differences from continuing operations |
27 |
44,044 |
|
(32,254) |
|
Total items that may be reclassified to profit or loss |
|
44,044 |
|
317,675 |
|
Total other comprehensive income for the year |
|
44,044 |
|
317,675 |
|
Total comprehensive profit/(loss) for the year |
|
5,486,428 |
|
(16,129,534) |
|
|
|
|
|
|
|
Earnings/(losses) per share |
|
Pence |
|
Pence |
|
|
|
|
|
|
|
Basic - continuing |
12 |
(6.62) |
|
(9.88) |
|
|
|
|
|
|
|
Basic - discontinued |
12 |
15.25 |
|
(18.70) |
|
|
|
|
|
|
|
Diluted - discontinued |
12 |
14.00 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPANY |
|
|
|
|
|
Profit/(loss) for the year |
|
6,123,114 |
|
(12,565,269) |
|
|
|
|
|
|
As permitted by section 408 of the Companies Act 2006 the Company has elected not to present a separate statement of profit or loss and other comprehensive income.
Consolidated statement of financial position
|
|
Notes |
2025 |
|
2024 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
14 |
2,924,227 |
|
285,358 |
|
Property, plant and equipment |
15 |
27,301 |
|
11,495 |
|
Other financial assets |
18 |
1,409,055 |
|
- |
|
|
|
4,360,583 |
|
296,853 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade and other receivables |
17 |
322,964 |
|
112,927 |
|
Cash and cash equivalents |
16 |
4,120,638 |
|
2,467,899 |
|
Restricted cash and bank |
16 |
2,105,769 |
|
520,708 |
|
|
|
6,549,371 |
|
3,101,534 |
|
|
|
|
|
|
|
Asset in disposal group held for sale |
19 |
- |
|
1,018,570 |
|
|
|
|
|
|
|
Total assets |
|
10,909,954 |
|
4,416,957 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
20 |
925,456 |
|
669,357 |
|
Provisions |
22 |
694,384 |
|
702,000 |
|
|
|
1,619,840 |
|
1,371,357 |
|
|
|
|
|
|
|
Liabilities in disposal group held for sale |
19 |
- |
|
71,388 |
|
|
|
|
|
|
|
Net current assets |
|
4,929,531 |
|
2,677,359 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Other financial liabilities |
21 |
290,087 |
|
308,825 |
|
Deferred tax |
23 |
- |
|
427 |
|
|
|
290,087 |
|
309,252 |
|
Total liabilities |
|
1,909,927 |
|
1,751,997 |
|
Net assets |
|
9,000,027 |
|
2,664,960 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Called up share capital |
24 |
6,312,798 |
|
6,281,895 |
|
Share premium account |
25 |
36,880,949 |
|
36,809,420 |
|
Other reserves |
|
450,000 |
|
450,000 |
|
Share option reserve |
26 |
1,177,579 |
|
466,198 |
|
Currency translation reserve |
27 |
37,172 |
|
(6,872) |
|
Accumulated losses |
|
(35,858,471) |
|
(41,335,681) |
|
Total equity |
|
9,000,027 |
|
2,664,960 |
|
|
|
|
|
|
The financial statements were approved by the board of directors and authorized for issue on 20 May 2026 and are signed on its behalf by:
[signed]
Nicholas Ingrassia - Chief Executive Officer
Company statement of financial position
|
|
Notes |
2025 |
|
2024 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Investments in subsidiary and equity accounted joint venture |
13 |
810,366 |
|
510,469 |
|
Property, plant and equipment |
15 |
13,032 |
|
5,640 |
|
Other financial assets |
18 |
1,409,055 |
|
- |
|
|
|
2,232,453 |
|
516,109 |
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other receivables |
17 |
7,583,737 |
|
3,139,051 |
|
Cash and cash equivalents |
16 |
2,861,842 |
|
2,191,612 |
|
|
|
10,445,579 |
|
5,330,663 |
|
|
|
|
|
|
|
Asset in disposal group held for sale |
19 |
- |
|
100,000 |
|
|
|
|
|
|
|
Total assets |
|
12,678,032 |
|
5,946,772 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
20 |
323,734 |
|
524,434 |
|
Provisions |
22 |
498,428 |
|
519,483 |
|
|
|
822,162 |
|
1,043,917 |
|
Net current assets |
|
9,623,417 |
|
4,386,746 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Other financial liabilities |
21 |
290,087 |
|
308,825 |
|
Total liabilities |
|
1,112,249 |
|
1,352,742 |
|
Net assets |
|
11,565,783 |
|
4,594,030 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Called up share capital |
24 |
6,312,798 |
|
6,281,895 |
|
Share premium account |
25 |
36,880,949 |
|
36,809,420 |
|
Other reserves |
|
450,000 |
|
450,000 |
|
Share option reserve |
26 |
1,177,579 |
|
466,198 |
|
Accumulated losses |
|
(33,255,543) |
|
(39,413,483) |
|
Total equity |
|
11,565,783 |
|
4,594,030 |
The financial statements were approved by the board of directors and authorised for issue on 20 May 2026 and are signed on its behalf by:
[signed]
Nicholas Ingrassia - Chief Executive Officer
Company Registration No. 12020297
Consolidated statement of change in equity
|
|
|
Share Capital |
|
Share Premium Account |
|
Share option reserve |
|
Currency translation reserve |
|
Other reserves |
|
Accumulated (losses)/ profit |
|
Total |
|
|
Notes |
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
GROUP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
|
5,710,812 |
|
35,605,370 |
|
1,024,486 |
|
310,803 |
|
450,000 |
|
(26,162,741) |
|
16,938,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
- |
|
- |
|
|
|
- |
|
- |
|
(16,447,209) |
|
(16,447,209) |
|
Other comprehensive expense on disposal of joint venture |
27 |
- |
|
- |
|
- |
|
(349,929) |
|
- |
|
- |
|
(349,929) |
|
Other comprehensive expense on foreign subsidiaries |
|
- |
|
- |
|
- |
|
32,254 |
|
- |
|
- |
|
32,254 |
|
Share-based payments |
|
- |
|
- |
|
715,981 |
|
- |
|
- |
|
- |
|
715,981 |
|
Transfers of lapsed options to reserves |
|
- |
|
- |
|
(1,274,269) |
|
- |
|
- |
|
1,274,269 |
|
- |
|
Issue of share capital |
|
571,083 |
|
1,427,460 |
|
- |
|
- |
|
- |
|
- |
|
1,998,543 |
|
Cost of shares issued |
24/25 |
- |
|
(223,410) |
|
- |
|
- |
|
- |
|
- |
|
(223,410) |
|
Balance at 31 December 2024 |
|
6,281,895 |
|
36,809,420 |
|
466,198 |
|
(6,872) |
|
450,000 |
|
(41,335,681) |
|
2,664,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
- |
|
- |
|
- |
|
- |
|
- |
|
5,442,384 |
|
5,442,384 |
|
Other comprehensive expense on foreign subsidiaries |
27 |
- |
|
- |
|
- |
|
44,044 |
|
- |
|
- |
|
44,044 |
|
Share-based payments |
|
- |
|
- |
|
746,207 |
|
- |
|
- |
|
- |
|
746,207 |
|
Transfers of lapsed options to reserves |
|
- |
|
- |
|
(34,826) |
|
- |
|
- |
|
34,826 |
|
- |
|
Issue of share capital |
24/25 |
30,903 |
|
71,529 |
|
- |
|
- |
|
- |
|
- |
|
102,432 |
|
Balance at 31 December 2025 |
|
6,312,798 |
|
36,880,949 |
|
1,177,579 |
|
37,172 |
|
450,000 |
|
(35,858,471) |
|
9,000,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company statement of change in equity
|
|
|
Share Capital |
|
Share Premium Account |
|
Share option reserve |
|
Currency translation reserve |
|
Other reserves |
|
Accumulated (losses)/ profit |
|
Total |
|
|
Notes |
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
COMPANY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
|
5,710,812 |
|
35,605,370 |
|
1,024,486 |
|
- |
|
450,000 |
|
(24,657,670) |
|
18,132,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period ended 31 December 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and total comprehensive expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for the year |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(16,030,082) |
|
(16,030,082) |
|
Share-based payments |
26 |
- |
|
- |
|
715,981 |
|
- |
|
- |
|
- |
|
715,981 |
|
Transfers of lapsed options to reserves |
|
- |
|
- |
|
(1,274,269) |
|
- |
|
- |
|
1,274,269 |
|
- |
|
Issue of share capital |
|
571,083 |
|
1,427,460 |
|
- |
|
- |
|
- |
|
- |
|
1,998,543 |
|
Cost of shares issued |
24/25 |
- |
|
(223,410) |
|
- |
|
- |
|
- |
|
- |
|
(223,410) |
|
Balance at 31 December 2024 |
|
6,281,895 |
|
36,809,420 |
|
466,198 |
|
- |
|
450,000 |
|
(39,413,483) |
|
4,594,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit and total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for the year |
|
- |
|
- |
|
- |
|
- |
|
- |
|
6,123,114 |
|
6,123,114 |
|
Share-based payments |
26 |
- |
|
- |
|
746,207 |
|
- |
|
- |
|
- |
|
746,207 |
|
Transfers of lapsed options to reserves |
|
- |
|
- |
|
(34,826) |
|
- |
|
- |
|
34,826 |
|
- |
|
Issue of share capital |
24/25 |
30,903 |
|
71,529 |
|
- |
|
- |
|
- |
|
- |
|
102,432 |
|
Balance at 31 December 2025 |
|
6,312,798 |
|
36,880,949 |
|
1,177,579 |
|
- |
|
450,000 |
|
(33,255,543) |
|
11,565,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of cash flows
|
|
|
2025 |
|
2024 |
|
|
Notes |
£ |
|
£ |
|
|
|
|
|
|
|
Cash flow from operating activities |
|
|
|
|
|
Cash used by continuing operations |
28 |
(3,158,976) |
|
(3,323,980) |
|
Cash generated/(used) by operating activities from discontinued operations |
29 |
165,485 |
|
(610,151) |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
(2,993,491) |
|
(3,934,131) |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Purchase of property, plant and equipment |
15 |
(26,237) |
|
(8,437) |
|
Purchase of exploration and evaluation assets |
14 |
(2,829,468) |
|
(63,579) |
|
Purchase of intangible assets |
14 |
(30,347) |
|
- |
|
Interest received |
9 |
239,631 |
|
112,301 |
|
Investing activities from discontinued operations |
|
427 |
|
(214,308) |
|
Proceeds from disposal of investment in subsidiary/ joint venture |
11
|
8,740,023 |
|
1,935,912 |
|
Cash generated from investing activities |
|
6,094,029 |
|
1,761,889 |
|
Movement in restricted cash and bank balances |
16 |
(2,105,769) |
|
329,976 |
|
|
|
|
|
|
|
Net cash generated from investing activities |
|
3,988,260 |
|
2,091,865 |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Proceeds from issuance of ordinary shares |
24/25 |
3,015 |
|
1,775,133 |
|
|
|
|
|
|
|
Net cash generated from financing activities |
|
3,015 |
|
1,775,133 |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
997,784 |
|
(67,133) |
|
Cash and cash equivalents at beginning of the year |
16 |
3,303,970 |
|
2,833,857 |
|
Foreign exchange |
|
(181,116) |
|
16,538 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of the year |
16 |
4,120,638 |
|
2,783,262 |
|
|
|
|
|
|
|
Relating to: |
|
|
|
|
|
Bank balances and short-term deposits |
16 |
6,226,407 |
|
2,988,607 |
|
Cash classified as held for sale |
|
- |
|
315,363 |
|
|
|
6,226,407 |
|
3,303,970 |
|
Cash restricted in use |
16 |
(2,105,769) |
|
(520,708) |
|
|
16 |
4,120,638 |
|
2,783,262 |
|
|
|
|
|
|
Company statement of cash flows
|
|
|
2025 |
|
2024 |
|
|
Notes |
£ |
|
£ |
|
|
|
|
|
|
|
Cash flow from operating activities |
|
|
|
|
|
Profit/(loss) before taxation |
|
6,123,114 |
|
(16,030,082) |
|
Adjustments for: |
|
|
|
|
|
Depreciation |
15 |
5,376 |
|
6,227 |
|
Interest income |
|
(172,673) |
|
(205,656) |
|
Share based payment expense |
26 |
746,207 |
|
527,411 |
|
Unwinding discount on financial liability |
21 |
10,507 |
|
14,114 |
|
Fair value loss on financial liability |
21 |
84,279 |
|
55,023 |
|
Gain on disposal of subsidiary |
|
(8,506,782) |
|
- |
|
Loss on disposal of joint venture |
13 |
- |
|
12,074,783 |
|
Operating loss before working capital changes |
|
(1,709,972) |
|
(3,558,180) |
|
Trade and other receivables |
|
(2,403,292) |
|
714,941 |
|
Trade and other payables |
|
(242,702) |
|
(158,855) |
|
Provisions |
22 |
(21,055) |
|
519,483 |
|
Cash used in operating activities |
|
(4,377,021) |
|
(2,482,611) |
|
Movement in restricted cash and bank balances |
16 |
- |
|
803,417 |
|
Net cash used in operating activities |
|
(4,377,021) |
|
(1,679,194) |
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
Purchase of property, plant and equipment |
15 |
(12,768) |
|
(1,506) |
|
Interest received |
|
172,673 |
|
101,426 |
|
Advances to subsidiaries |
|
(3,541,688) |
|
(2,487,867) |
|
Investment in subsidiaries |
13 |
(299,897) |
|
(191,673) |
|
Proceeds from disposal of investment in subsidiary/joint venture |
|
8,740,023 |
|
1,935,912 |
|
Net cash generated from investing activities |
|
5,058,343 |
|
(643,708) |
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
Proceeds from issuance of ordinary shares |
24/25 |
3,015 |
|
1,775,133 |
|
Net cash used in financing activities |
|
3,015 |
|
1,775,133 |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
684,337 |
|
(547,769) |
|
Cash and cash equivalents at beginning of the year |
|
2,191,612 |
|
2,739,381 |
|
Foreign exchange |
|
(14,107) |
|
- |
|
Cash and cash equivalents at end of the year |
16 |
2,861,842 |
|
2,191,612 |
|
|
|
|
|
|
|
Relating to: |
|
|
|
|
|
Bank balances and short-term deposits |
16 |
2,861,842 |
|
2,191,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the financial statements
1.Accounting policies
1.1 Company information
Seascape Energy Asia plc is an AIM public quoted company, limited by shares, incorporated in England and Wales. The registered office is at 5th Floor, One New Change, London, EC4M 9AF. The principal activities of the Company and its subsidiaries are to explore, develop and produce hydrocarbons, particularly gas.
On 25 April 2025, the Group formed a new incorporated subsidiary, SEA One with initial nominal share capital of MYR1.00 equivalent to £0.17..
1.2 Accounting convention
The financial statements have been prepared in accordance with UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements are prepared in British pounds sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3 Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 December 2025.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intragroup transactions, balances, unrealised gains and losses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.
All changes in the parent's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity and attributed to owners of the parent.
1.4 Audit exemptions for subsidiaries companies
For the year ended 31 December 2025, the subsidiaries of the Company including Seascape Energy (2A) Limited and Seascape Energy (DEWA) Limited were entitled to exemption from audit under section 479 of the Companies Act 2006 relating to subsidiary companies.
The members have not required the subsidiary companies to obtain an audit of its accounts for the year in question in accordance with section 476.
The Directors acknowledge their responsibilities to comply with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
1.5 Foreign currencies
Functional and presentation currency
The functional currency for the Company is sterling with the US dollar being the functional currency for the subsidiaries companies including Seascape Energy (SE Asia) Sdn.Bhd, Seascape Energy (2A) Limited, Seascape Energy (DEWA) Limited and Seascape Energy Asia (One) Sdn. Bhd..
The financial statements are presented in sterling ("GBP"), which is the Group's and the Company's presentation currency. The resulting exchange differences arising from the conversion of the functional currency in USD to the presentation currency in GBP have been recognised within other comprehensive income/expense.
Transactions and balances
Transactions in foreign currencies during the year are recorded in the functional currency at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities are translated at the rate ruling on the statement of financial position date and any gains and losses on translation are reflected in the statement of comprehensive income.
The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the statement of financial position date. Income and expenses are translated at the rate of exchange ruling at the date of the transaction. The resulting exchange differences on assets and liabilities of such foreign operations are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Income Statement.
1.6 Joint arrangements
Judgement is required to determine when the Group has joint control over an arrangement, which requires an assessment of the relevant activities and when the decisions in relation to those activities require unanimous consent. The Group has determined that the relevant activities for its joint arrangements are those relating to the operating and capital decisions of the arrangement, including the approval of the annual capital and operating expenditure work programme and budget for the joint arrangement, and the approval of chosen service providers for any major capital expenditure as required by the joint operating agreements applicable to the entity's joint arrangements. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries, as set out in Note 3. Judgement is also required to classify a joint arrangement. Classifying the arrangement requires the Group to assess their rights and obligations arising from the arrangement. Specifically, the Group considers:
· the structure of the joint arrangement; whether it is structured through a separate vehicle;
· when the arrangement is structured through a separate vehicle, the Group also considers the rights and obligations arising therefrom:
· the legal form of the separate vehicle; the terms of the contractual arrangement, or other facts and circumstances, considered on a case by case basis.
This assessment often requires significant judgement. A different conclusion about both joint control and whether the arrangement is a joint operation or a joint venture, may materially impact the accounting.
A joint operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangements.
In relation to its interests in joint operations, the Group recognises its:
· assets, including its share of any assets held jointly;
· liabilities, including its share of any liabilities incurred jointly;
· revenue from the sale of its share of the output arising from the joint operation;
· share of the revenue from the sale of the output by the joint operation; and
· expenses, including its share of any expenses incurred jointly.
1.7 Going concern
The Directors have completed the going concern assessment, taking into account cash flow forecasts up to the end of
The Directors have completed the going concern assessment, taking into account cash flow forecasts up to December 2027, sensitivities to those forecasts and stress tests to assess whether the Company and its subsidiaries (together the Group) are a going concern. Having undertaken careful enquiry, the Directors are of the view that the Group will not need to access additional funds during the period to meet its current work programme and budget. In order to make a Final Investment Decision on its development assets, or make a substantial acquisition, the Group will require further funding. However, the timing and associated quantum will generally be at the discretion of the Group. Any required financing will be sourced through a combination of farm-downs, debt instruments and new equity capital.
1.8 Medium term sustainability
In the medium term, new acquisitions and developments resulting from exploration success will require further equity capital and new debt facilities. In any of these circumstances the Company will require additional financing from the equity markets and the bank or credit markets. Availability of such financing is subject not only to market conditions but also a continued willingness of investors to finance oil and gas companies.
1.9 Oil and Gas Assets
Capitalisation
Pre-acquisition costs on oil and gas assets are recognised in the Income Statement when incurred. Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs and other directly attributable costs of exploration and appraisal including technical and administrative costs are capitalised as intangible exploration and evaluation ("E&E") assets. The assessment of what constitutes an individual E&E asset is based on technical criteria but essentially either a single licence area or contiguous licence areas with consistent geological features are designated as individual E&E assets.
E&E costs are not amortised prior to the conclusion of appraisal activities. Once active exploration is completed the asset is assessed for impairment. If commercial reserves are discovered then the carrying value of the E&E asset is reclassified as a development and production ("D&P") asset, following development sanction, but only after the carrying value is assessed for impairment and where appropriate the carrying value adjusted. If commercial reserves are not discovered the E&E asset is written off to the Income Statement.
Oil and gas assets include rights in respect of unproved properties. Property, plant and equipment, including expenditure on major inspections, and intangible assets are initially recognised in the statement of financial position at cost where it is probable that they will generate future economic benefits. This includes capitalisation of decommissioning and restoration costs associated with provisions for asset retirement.
Property, plant and equipment and intangible assets are subsequently carried at cost less accumulated depreciation, depletion and amortisation (including any impairment). Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts of assets sold and are recognised in income, within interest and other income.
1.10 Licence and Property Acquisition Costs
Exploration licence costs are capitalised in intangible assets. Licence and property acquisition costs are not amortised during the exploration and evaluation phase and they are tested for impairment at least once a year and, in any case, when there is an indication that they may have become impaired, in accordance with the indicators of IFRS 6. This review includes confirming that exploration drilling is still under way or firmly planned, or that work is under way to determine that the discovery is economically viable. If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the licence and property acquisition costs are written off through the income statement and other comprehensive income. Upon recognition of proved reserves and internal approval for development, the relevant expenditure is transferred to oil and gas properties.
1.11 Development Costs
Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells is capitalised within property, plant and equipment.
1.12 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings 33% straight line
Computers 33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the income statement.
1.13 Intangible assets
Computer Software
Costs incurred to acquire computer software that do not form an integral part of the related hardware are capitalised as intangible assets when the computer software is ready for its intended use. Computer software is amortised on a straight-line basis over the estimated useful life of three years.
The costs of computer software initially recognised include purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the intended manner.
When an indication of impairment exists, the carrying amount of the intangible assets is assessed for impairment. Refer to Note 1.15 to the financial statements for the accounting policy on impairment of non-financial assets.
1.14 Non-current investments in subsidiaries and joint ventures
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The subsidiaries of the Company are held at cost.
A joint venture is a joint arrangement whereby the parties that have joint control of the joint venture have rights to the net assets of the joint venture. The Group accounts for a joint venture using the equity method, where the investment in the joint venture is recognised at cost, and the carrying amount is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition. Transactions between the Group and the joint venture that relate to shared services are recognised in other income or expense as incurred and are disclosed in the related party transactions.
1.15 Impairment of non-current assets
At each reporting end date, the company reviews the carrying amounts of its non-current assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any evidence on the performance of the assets received following the end of the period, which could not have been established during the current period will be recognised in a subsequent period rather than in the current period.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than the carrying amount, then the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of the recoverable amount, capped such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Impairment of intangible assets is assessed when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The facts and circumstances used are in accordance with those dictated by IFRS 6 and if any of those circumstances are present then an impairment test is performed in accordance with IAS 36 and any loss recognised. An exploratory well in progress at period end which is determined to be unsuccessful subsequent to the statement of financial position date based on substantive evidence obtained during the drilling process in that subsequent period is treated as a non-adjusting subsequent event.
1.16 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
Restricted cash comprises short-term deposits placed with financial institutions as security for guarantees issued in favour of PETRONAS in respect of minimum work commitment obligations. Such balances are restricted in use and are therefore not available for general operating purposes.
1.17 Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in the statement of comprehensive income. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss and is included within finance income or finance costs in the Statement of Profit or Loss for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue,and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
The Company has made an irrevocable election to recognise changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to Accumulated Losses when an equity instrument is derecognised or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or loss, are assessed for impairment at each reporting end date.
For trade receivables, joint venture and intercompany receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. Due to the nature of the balances the Company has determined that a provisions matrix is not appropriate and applies a scenario-based approach to estimate lifetime ECL.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.18 Financial liabilities
The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
· it has been incurred principally for the purpose of selling or repurchasing it in the near term; or
· on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking; or
· it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.
1.19 Taxation
The tax expense represents the sum of the current tax and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Profit or Loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.20 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.21 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.22 Leases
The right-of-use asset is initially measured at the amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
· Leases of low value assets; and
· Leases with a duration of 12 months or less.
1.23 Reserves
Share capital - Share capital represents the nominal value of shares issued less the nominal value of shares repurchased and cancelled.
Share premium - This reserve represents the difference between the issue price and the nominal value of shares at the date of issue, net of related issue costs and share premium cancelled.
Share based payment reserve - This reserve represents the potential liability for outstanding equity settled share options.
Accumulated Losses - Net revenue profits and losses of the Group which are revenue in nature are dealt with in this reserve.
Currency translation reserve - This reserve represents foreign exchange differences on the revaluation of the foreign subsidiary.
Other reserves - Other reserves relate to the nominal value of share capital repurchased and cancelled.
1.24 Share based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined by the Group's internal expert using an appropriate pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the "vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
The key areas of estimation regarding share-based payments are share price volatility and estimated lapse rates.
No adjustments are made in respect of market conditions not being met, neither the number of instruments nor the grant-date fair value is adjusted if the outcome of the market condition differs from the initial estimate.
Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
1.25 Discontinued operations
In accordance with IFRS 5 "Non-current assets held for sale and discontinued operations" the net results relating to the disposal group are presented within discontinued operations in the Income Statement. Please refer to note 11 for further details.
In accordance with IFRS 10, in an event where the Company holding in an investment is diluted the holding will be assessed to establish if loss of control has occurred.
In the event that loss of control is confirmed, the assets and liabilities of the subsidiary will be derecognised. The fair value of the consideration received in exchange for the loss of control will be recognised, in addition to the fair value of the investment retained. Any other comprehensive income in relation to the former subsidiary will be reclassified to the statement of comprehensive income. Any difference in the entries above will be recognised as a gain or loss in the current year statement of comprehensive income.
1.26 Acquisitions
Acquisitions are assessed to determine whether they meet the criteria of a business combination or an asset purchase.
The Company determines that it has acquired a business when the acquired set of activities and assets include an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Business combinations are accounted for using the acquisition method under IFRS 3. The cost of an acquisition is measured at fair value, which shall be calculated as the sum of the fair values of the assets transferred by the acquirer at acquisition date, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
Certain acquisitions can be treated as an asset acquisition under IFRS 3, even when the definition of a business is met. This is referred to as the 'concentration test' and allows for an acquisition to be treated as an asset acquisition.
In circumstances where this test is passed, and the Company consider this accounting approach to be most appropriate, the Company will treat the acquisition as an asset acquisition rather than a business combination. In this case, all assets and liabilities purchased are allocated a fair value and the core asset purchased is designated the remaining allocation of the fair value of the consideration. No good will or bargain purchase is recognised.
2.Adoption of new and revised standards and changes in accounting policies
In the current year, the following new and revised Standards and Interpretations have been adopted by the Group and Company. None of these new and revised Standards and Interpretations have any effect on the current year or a prior year.
|
Standard |
Description |
UKEB Effective Date |
|
IAS 21 (amendments) |
The Effects of Changes in Foreign Exchange Rates |
1 January 2025 |
New and amended standards
The following amended standards and interpretation are effective for financial years commencing on or after 1 January 2026. The Group does not intend to adopt the standards below, before their mandatory application date.
|
Standard |
Description |
Adoption Date |
UKEB Effective Date |
Secretary of State Adoption Date |
|
IFRS 9 (amendments) |
Financial Instruments |
15 April 2025 |
1 January 2026 |
Endorsed |
|
IFRS 7 (amendments) |
Financial Instruments (Disclosures) |
15 April 2025 |
1 January 2026 |
Endorsed |
|
IFRS 9 and IFRS 7 (amendments) |
Contracts Referencing Nature-dependent Electricity |
23 July 2025 |
1 January 2026 |
Endorsed |
|
IFRS 18 |
Presentation and Disclosure in Financial Statements |
10 December 2025 |
1 January 2027 |
Endorsed |
|
IFRS 19 (amendments) |
Subsidiaries without Public Accountability (Disclosures) |
9 May 2024 |
1 January 2027 |
Endorsed |
The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group and the Company.
The Group and the Company plan to adopt the above standards when from the effective dates noted in the table above.
3.Critical accounting estimates and judgements
In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Exploration and evaluation assets
The Group take into consideration whether the exploration assets have suffered any impairment, taking into consideration licence status, planned expenditures, the results of the drilling to date, and the likelihood of reserves being found. The Group evaluated information from third parties in making these assessments, where available and the judgments can be subject to change, if future information becomes available. Refer to Note 14 for the key assumptions on the impairment review of exploration and evaluation assets.
Share-based payments
The fair value of share-based compensation expense arising from the Long-Term Incentive Plan, the Co-investment Plan and the NED Long Term Incentive Plan were estimated using the Black Scholes model and, where appropriate, the average Monte Carlo fair values and is recognised in the statement of comprehensive income from the date of grant over the vesting period with a corresponding increase directly in equity. The Monte Carlo model projects and averages the results for a range of potential outcomes for the vesting conditions, the principal assumptions for which the Group using in the estimation of the fair value are the historical 3 years share price volatility and dividend yields. The Black Scholes model is similar to the Monte Carlo model, but is more appropriate for estimating results with a single unknown variable. The Company currently values its share-based payment awards using the Black Scholes model. Refer to Note 26 for the estimates applied in determining the fair value of the share-based payment.
Impairment of investments in subsidiaries
Investments in subsidiaries and joint ventures have been assessed for recoverability based on the current value of the investments. Determination is based upon the assessment of exploration risk, net asset position and cash within the underlying entity. Refer to Note 13 for the key assumptions on the impairment review of investment in subsidiaries.
Expected credit loss
Analysis, which considers both historical and forward looking qualitative and quantitative information is performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. Management considers the expected credit losses (ECL) for the current receivables balances at Group level to be minimal, in view that these companies have no history of default and payment is made in a short period. Refer to Note 17 for the key assumptions on the impairment review of trade and other receivables.
Fair value of financial liabilities payable
Estimate and judgment was applied in fair valuing the contingent consideration payable for the acquisition of SE 2A (previously Topaz Number One Limited) in 2023. Management applied judgement in determining the likelihood of all possible scenarios and this was modelled into a weighted fair value calculation, which was discounted, using an estimated discount rate, to establish the current value of the financial liability payable to be recognised. As disclosed in note 21, the financial liability was made up of 3 tranches. Tranche 1 was settled in 2023 and tranche 2 was settled in 2025 upon the completion of the farmout of 2A PSC to INPEX. Only tranche 3 remains as contingent on a successful hydrocarbon discovery over a certain volume threshold and therefore subject to ongoing estimation and judgement. Refer to Note 21 for the estimates and judgment applied in determining the fair value of financial liabilities.
4.Operating Segment
During the year, the Group had two reportable operating segments: Malaysia and the UK Head Office. Non-current assets and operating liabilities are located in Malaysia, whilst the majority of current assets are carried at Head Office. The Group has not yet commenced production and therefore has no revenue. Each reportable segment adopts the same accounting policies. The operating segment's operating results are reviewed by the Group's CEO, to make decisions about resources to be allocated to the segment and assess its performance, for which discrete financial information is available.
In compliance with IFRS 8 'Operating Segments' the following table reconciles the operational profit/(loss) and the assets and liabilities of each reportable segment with the consolidated figures presented in these Financial Statements.
|
|
Malaysia |
Head Office |
Norway |
Total |
|
|
2025 |
2025 |
2025 |
2025 |
|
|
£ |
£ |
£ |
£ |
|
Loss from operations |
(535,980) |
(3,848,371) |
- |
(4,384,351) |
|
Finance cost |
(18,210) |
(10,507) |
- |
(28,717) |
|
Investment income |
66,959 |
172,672 |
- |
239,631 |
|
Loss before tax from continued operations |
(487,231) |
(3,686,206) |
- |
(4,173,437) |
|
Income tax credit |
405 |
- |
- |
405 |
|
Loss after tax from continued operations |
(486,826) |
(3,686,206) |
- |
(4,173,032) |
|
Profit from discontinued operations |
9,151 |
9,606,265 |
- |
9,615,416 |
|
(Loss)/profit for the year |
(477,675) |
5,920,059 |
- |
5,442,384 |
|
|
|
|
|
|
|
Non-cash items |
|
|
|
|
|
Share-based payment expenses 1 |
286,692 |
459,515 |
- |
746,207 |
1 The share-based payment expense amounting to £753,642 (as disclosed in Note 6) consists of a currency translation difference of £7,435. This difference arises from the translation of share-based payment expenses recorded in SE SEA's income statement at the average exchange rate, while the corresponding share-based payment balance in the Company's statement of financial position is translated at the year-end exchange rate.
|
|
Malaysia |
Head Office |
Norway |
Total |
|
|
2025 |
2025 |
2025 |
2025 |
|
|
£ |
£ |
£ |
£ |
|
Total assets by reportable segment |
6,508,104 |
4,401,850 |
- |
10,909,954 |
|
Total assets |
6,508,104 |
4,401,850 |
- |
10,909,954 |
|
Total liabilities by reportable segment |
(879,226) |
(1,030,701) |
- |
(1,909,927) |
|
Total liabilities |
(879,226) |
(1,030,701) |
- |
(1,909,927) |
|
|
Malaysia |
Head Office |
Norway |
Total |
|
|
2024 |
2024 |
2024 |
2024 |
|
|
£ |
£ |
£ |
£ |
|
Loss from operations |
(663,087) |
(5,112,071) |
- |
(5,775,158) |
|
Finance cost |
(1,711) |
(19,970) |
- |
(21,681) |
|
Investment income |
10,332 |
101,426 |
- |
111,758 |
|
Loss before tax from continued operations |
(654,466) |
(5,030,615) |
- |
(5,685,081) |
|
Income tax expense |
(419) |
- |
- |
(419) |
|
Loss after tax from continued operations |
(654,885) |
(5,030,615) |
- |
(5,685,500) |
|
Loss from discontinued operations |
(7,766) |
(33,063) |
(10,720,880) |
(10,761,709) |
|
Loss for Year |
(662,651) |
(5,063,678) |
(10,720,880) |
(16,447,209) |
|
|
|
|
|
|
|
Non-cash items |
|
|
|
|
|
Share-based payment expenses 2 3 4 |
104,575 |
424,648 |
186,758 |
715,981 |
|
Loss from investment |
- |
- |
3,670,859 |
3,670,859 |
|
Impairment loss on investment |
- |
- |
6,505,191 |
6,505,191 |
2 The share-based payment expense amounting to £714,169 (includes the share-based payment expenses amounted to £186,758 for former employees) consists of a currency translation difference of £1,812. This difference arises from the translation of share-based payment expenses recorded in SE SEA's income statement at the average exchange rate, while the corresponding share-based payment balance in the Company's statement of financial position is translated at the year-end exchange rate. Refer to Note 6 for more details.
3 The share-based payment expense for Norway, previously incorrectly disclosed in the amount of £544,830 in respect of the financial years 2021 to 2024, has been revised to £186,758 to reflect solely the share-based payment expense attributable for the financial year 2024.
4 The share-based payment expense for Malaysia, previously incorrectly disclosed in the amount of £102,763 has been revised to £104,575 to reflect the movement disclosed in Note 26.
|
|
Malaysia |
Head Office |
Norway |
Total |
|
|
2024 |
2024 |
2024 |
2024 |
|
|
£ |
£ |
£ |
£ |
|
Total assets by reportable segment |
1,097,267 |
2,301,120 |
- |
3,398,387 |
|
Assets in disposal group held for sale |
942,659 |
75,911 |
- |
1,018,570 |
|
Total assets |
2,039,926 |
2,377,031 |
- |
4,416,957 |
|
Total liabilities by reportable segment |
(337,870) |
(1,342,739) |
- |
(1,680,609) |
|
Liabilities in disposal group held for sale |
(67,426) |
(3,962) |
- |
(71,388) |
|
Total liabilities |
(405,296) |
(1,346,701) |
- |
(1,751,997) |
5.Other income
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Other income |
202,053 |
|
934,570 |
|
|
|
|
|
For the financial year ended 31 December 2025, other income included a fee recharge with respect to manpower and management services provided by SE SEA to INPEX Malaysia E&P 2A Limited, which was sold on 17 March 2025. Also included within 31 December 2024 was amounts charged to Longboat JAPEX, which was fully divested on 12 July 2024. In both cases, all agreements and recharges were terminated at the date of disposal.
6.Employees
The average monthly number of persons (including directors) employed by the Group and Company during the year was as follows, noting that the number of employees for 2024 includes the employees of Longboat JAPEX up until the date of completion of its disposal on 12 July 2024:
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
Number |
|
Number |
|
|
|
|
|
|
Executive Directors |
3 |
|
4 |
|
Non-executive Directors |
3 |
|
2 |
|
Staff |
7 |
|
10 |
|
Total |
13 |
|
16 |
|
|
Company |
||
|
|
2025 |
|
2024 |
|
|
Number |
|
Number |
|
|
|
|
|
|
Executive Directors |
3 |
|
3 |
|
Non-executive Directors |
2 |
|
2 |
|
Staff |
2 |
|
2 |
|
Total |
7 |
|
7 |
|
|
|
|
|
Their aggregate remuneration comprised:
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
Salaries, allowance and bonuses (including directors' remuneration) 1 |
2,386,899 |
|
2,827,915 |
|
Social security costs and insurance |
239,180 |
|
182,191 |
|
Pension costs |
131,922 |
|
102,675 |
|
Other employee benefits |
4,352 |
|
- |
|
Share-based payments expense 1 |
753,642 |
|
527,411 |
|
Remuneration - continuing operations |
3,515,995 |
|
3,640,192 |
|
Capitalisation of personnel expense |
(1,365,017) |
|
- |
|
|
2,150,978 |
|
3,640,192 |
|
|
|
|
|
|
Remuneration - discontinued operations |
- |
|
591,495 |
|
|
|
|
|
|
|
Group |
||
|
|
2025 £ |
|
2024 £ |
|
Executive directors' remuneration |
1,611,390 |
|
1,339,614 |
|
Non-executive directors' remuneration |
121,755 |
|
186,294 |
|
Salaries, allowance and bonuses |
836,877 |
|
1,276,714 |
|
Pensions, social security and other benefits |
192,331 |
|
310,159 |
|
Share-based payments expense 1 |
753,642 |
|
527,411 |
|
Remuneration - continuing operations |
3,515,995 |
|
3,640,192 |
|
Capitalisation of personnel expense |
(1,365,017) |
|
- |
|
|
2,150,978 |
|
3,640,192 |
1 The share-based payment expense amounting to £753,642 (2024: £527,411 for continued operations and £186,758 for discontinued operations) includes a currency translation difference of £7,435 (£1,812). This difference arises from the translation of share-based payment expenses recorded in SE SEA's income statement at the average exchange rate, while the corresponding share-based payment balance in the Company's statement of financial position is translated at the year-end exchange rate.
The remuneration of the highest paid director during the financial year 2025 is disclosed in the Total Remuneration of Executive Directors in Page 37.
7.Operating loss from continuing operations
GROUP
Operating loss for the year is stated after charging / (crediting):
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Fees payable for the audit of the Company and consolidated financial statements: |
|
|
|
|
- Current auditor |
62,500 |
|
57,500 |
|
- Former auditor |
- |
|
20,510 |
|
|
62,500 |
|
78,010 |
|
Fees payable for the audit in Malaysia of the subsidiary financial statements: |
|
|
|
|
- Subsidiary's Malaysian auditor |
10,175 |
|
13,311 |
|
|
|
|
|
|
Fees payable for non-audit services: |
|
|
|
|
- Current auditor |
3,000 |
|
- |
|
- Former auditor |
- |
|
188,200 |
|
|
3,000 |
|
188,200 |
|
|
|
|
|
|
Depreciation of property, plant and equipment |
9,896 |
|
7,407 |
|
|
|
|
|
|
Amortisation of intangible assets |
5,058 |
|
- |
|
|
|
|
|
|
Legal, professional and business development expenditures |
400,764 |
|
1,679,985 |
|
|
|
|
|
8.Finance costs
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Bank guarantee commission for Temaris PSC |
18,210 |
|
- |
|
Unwinding of discount on financial liability (Note 21) |
10,507 |
|
14,114 |
|
|
|
|
|
|
|
28,717 |
|
14,114 |
|
|
|
|
|
9.Investment income
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Interest income |
|
|
|
|
Bank deposits |
239,631 |
|
111,758 |
|
|
|
|
|
Investment income comprises bank deposit interest earned from unrestricted and restricted current cash accounts, alongside fixed term deposit interest. The interest rate earned from bank deposits during the reporting year ranged from 2.1% to 4.55% (2024: 2.75% to 5.15%).
10.Income tax expense
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Deferred taxation |
|
|
|
|
Reversal and origination of temporary difference |
(405) |
|
419 |
|
Total tax expense |
(405) |
|
419 |
|
|
|
|
|
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Loss before taxation |
(4,173,437) |
|
(5,685,081) |
|
|
|
|
|
|
Expect tax credit based on a corporation tax rate of 25% |
(1,043,359) |
|
(1,421,270) |
|
Effect on tax rate on different jurisdiction |
14,362 |
|
5,970 |
|
Effect of expenses not deductible in determining taxable profit |
296,695 |
|
359,804 |
|
Remeasurement of deferred tax for changes in tax rate |
(8,747) |
|
- |
|
Movement in deferred tax not recognised |
740,644 |
|
1,055,915 |
|
Taxation expense for the year |
(405) |
|
419 |
|
|
|
|
|
At the reporting date, the Group had an unrecognised deferred tax asset of £3.5 million (2024: £3.0 million), an increase of £0.5 million with respect to the effect of the increase in tax losses and capital allowances. Deferred tax assets, including those arising from temporary differences, are only recognised when it is considered likely that they will be commercially recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.
11.Profit/(loss) for the year from discontinued operations
On 17 March 2025, the Company completed the sale of its wholly-owned subsidiary, Longboat Energy (2A) Limited (since renamed INPEX Malaysia E&P 2A Limited) to INPEX Corporation for initial cash consideration of $10 million plus the reimbursement of historic costs and further contingent cash consideration of $10 million payable on a commercial discovery.
On 12 July 2024, the Company completed the sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX, for a sum of $2.5 million.
The assets and liabilities of Longboat JAPEX and INPEX 2A have ceased to be consolidated by the Group following the loss of control. The profit or loss of the entities are disclosed as discontinued operations.
|
Profit/(loss) for the year from discontinued operations, net of tax |
31 Dec 2025 |
|
31 Dec 2024 |
|
|
£ |
|
£ |
|
Other income |
9,669 |
|
- |
|
Expenses excluding exploration write-offs |
(5,229) |
|
(40,829) |
|
Profit/(loss) before tax on discontinued operations |
4,440 |
|
(40,829) |
|
|
|
|
|
|
Gain on disposal 2 12 |
9,610,976 |
|
- |
|
Share of loss from equity accounted joint venture 1 |
- |
|
(3,009,250) |
|
Impairment loss on equity accounted joint venture 1 |
- |
|
(6,505,191) |
|
Share-based payments to joint venture |
- |
|
(544,830) |
|
Currency translation difference from joint venture |
|
|
(661,609) |
|
|
|
|
|
|
Total profit/(loss) after tax from discontinued operations |
9,615,416 |
|
(10,761,709) |
|
|
|
|
|
|
Profit/(loss) per share from discontinued operations (note 12): |
|
|
|
|
Basic |
15.25 |
|
(18.30) |
|
Diluted |
14.00 |
|
(18.30) |
1 At the date of disposal of the Company's remaining 50.1% share in Longboat JAPEX, the carrying value of the investment was written down to the recoverable amount of $2.5 million (£1.9 million), resulting in an impairment charge of £6.5 million.
2 At the date of disposal, the fair value of the subsidiary was calculated based on the fair value of the consideration received.
|
|
|
|
INPEX 2A |
|
|
|
|
17 March 2025 |
|
|
|
|
£ |
|
Fair value consideration |
|
|
8,740,023 |
|
Contingent cash consideration |
|
|
1,409,055 |
|
Net assets at date of loss of control |
|
|
(538,102) |
|
Gain on disposal |
|
|
9,610,976 |
|
|
|
|
|
At the date of completion, the assets and liabilities of INPEX 2A and Longboat JAPEX were deconsolidated reflecting the loss of control of the subsidiary. Details of the balances at the date of completion are shown below:
|
Assets and liabilities deconsolidated
|
|
|
INPEX 2A |
|
|
|
|
17 March 2025 |
|
|
|
|
|
|
Intangible assets |
|
|
650,229 |
|
Trade and other receivables |
|
|
67,844 |
|
Cash and bank balances |
|
|
79,398 |
|
Total assets |
|
|
797,471 |
|
|
|
|
|
|
Trade and other payables |
|
|
(243,230) |
|
Other current liabilities |
|
|
(16,139) |
|
Total liabilities |
|
|
(259,369) |
|
|
|
|
|
|
Net Assets
|
|
|
538,102 |
On 17 June 2024 the Company announced the agreement to sell its 50.1% holding in Longboat JAPEX to JAPEX for a sum of $2.5 million. The sale was completed on 12 July 2024.
|
|
|
|
Group |
|
|
|
|
£ |
|
Cost or valuation |
|
|
|
|
At 1 January 2024 |
|
|
12,461,890 |
|
Proceeds from disposal of investment in joint venture |
|
|
(1,935,912) |
|
Share of loss from equity accounted joint venture |
|
|
(3,009,250) |
|
Impairment loss on equity accounted joint venture |
|
|
(6,505,191) |
|
Foreign exchange |
|
|
(1,011,537) |
|
At 31 December 2024 |
|
|
- |
Longboat JAPEX Income statement
|
|
|
|
Group |
|
1 January 2024 to 12 July 2024 |
|
|
£ |
|
Revenue |
|
|
10,536,338 |
|
Exploration write-off |
|
|
(331,193) |
|
Exploration Financing Facility fees |
|
|
(230,162) |
|
Impairment loss |
|
|
(4,033,057) |
|
Other operating costs |
|
|
(10,335,625) |
|
Tax |
|
|
(1,612,788) |
|
|
|
|
(6,006,487) |
|
|
|
|
|
|
Company share: 50.1% (Note 11) |
|
|
(3,009,250) |
|
|
|
|
|
In the period from 1 January 2024 to 12 July 2024, the majority of the loss relates to the impairment of Statfjord satellites licenses (£4.0 million) and tax expense (£1.6 million).
12. Earnings/(losses) per share
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Number of shares |
|
|
|
|
Weighted average number of ordinary shares for basic earnings per share |
63,048,073 |
|
57,545,029 |
|
|
|
|
|
|
Weighted average number of ordinary shares for diluted earnings per share |
63,048,073 |
|
57,545,029 |
|
Weighted average number of share options issued for diluted earnings per share |
5,655,991 |
|
- |
|
|
68,704,063 |
|
57,545,029 |
|
|
|
|
|
|
Earnings/ (losses) |
|
|
|
|
Earnings/ (losses) for basic and diluted losses per share being net earnings/ (loss) attributable to equity shareholders of the Company for: |
|
|
|
|
Continuing operations |
(4,173,032) |
|
(5,685,500) |
|
Discontinued operations |
9,615,416 |
|
(10,761 709) |
|
|
|
|
|
|
Earnings/ (losses) per share (expressed in pence) |
|
|
|
|
Basic from continuing operations |
(6.62) |
|
(9.88) |
|
Basic from discontinued operations |
15.25 |
|
(18.70) |
|
|
|
|
|
|
Diluted from discontinued operations |
14.00 |
|
- |
Basic and diluted earnings/ (losses) per share are calculated by dividing the earnings/ (losses) attributable to ordinary shareholders by the weighted average number of shares outstanding during the year. Share options and awards are not included in the dilutive calculation for loss making periods because they are anti-dilutive.
13.Investments in subsidiaries
|
|
Company |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Investment in subsidiaries |
810,366 |
|
510,469 |
|
|
|
|
|
The Company's investments at the statement of financial position date in the share capital of companies include the following:
|
Company Name |
Address |
Incorporated |
Class of shares |
Holding % |
|
Seascape Energy (2A) Limited
|
5th Floor, One New Change, London |
6 Jul 2022 |
Ordinary |
100 |
|
Seascape Energy (SE Asia) Sdn.Bhd. |
Level 30-32, Menara Prestige, No 1, Jalan Pinang, Kuala Lumpur, 50450 |
19 Oct 2023 |
Ordinary |
100 |
|
Seascape Energy (DEWA) Limited |
5th Floor, One New Change, London |
7 April 2024 |
Ordinary |
100 |
|
Seascape Energy Asia (One) Sdn.Bhd. |
Level 30-32, Menara Prestige, No 1, Jalan Pinang, Kuala Lumpur, 50450 |
25 April 2025 |
Ordinary |
100 |
|
|
|
|
|
|
On 2 December 2024, the Company announced the farm out of the Block 2A PSC through the sale of INPEX 2A to INPEX Corporation. The sale was completed on 17 March 2025.
Movements in non-current investments
|
Company |
|
|
Subsidiaries |
|
|
|
|
|
|
|
|
|
£ |
|
Cost |
|
|
|
|
At 1 January 2024 |
|
|
610,469 |
|
Reclass to Assets held for sale (Note 19) |
|
|
(100,000) |
|
At 31 December 2024 |
|
|
510,469 |
|
|
|
|
|
|
Equity injection into INPEX 2A |
|
|
662,341 |
|
Equity injection into SE 2A |
|
|
140,000 |
|
Investment in SEA One |
|
|
174,926 |
|
Disposal of INPEX 2A |
|
|
(662,341) |
|
Reclass of cost of investment in SE SEA to intercompany loan |
|
|
(15,029) |
|
At 31 December 2025 |
|
|
810,366 |
|
|
|
|
|
During the year, the Company assessed the carrying value of the investment in subsidiaries for indicators of impairment. No impairments were recognised during the year.
14.Intangible assets
|
Group |
Exploration and evaluation assets |
|
Software |
|
Total |
|
|
|
|
|
|
|
|
Cost |
£ |
|
£ |
|
£ |
|
At 1 January 2024 |
572,512 |
|
- |
|
572,512 |
|
Additions |
277,997 |
|
- |
|
277,997 |
|
Foreign currency adjustments |
17,323 |
|
- |
|
17,323 |
|
Reclass to Asset held for sale |
(582,474) |
|
- |
|
(582,474) |
|
At 31 December 2024 |
285,358 |
|
- |
|
285,358 |
|
Additions |
2,829,468 |
|
30,347 |
|
2,859,815 |
|
Disposal |
(67,756) |
|
- |
|
(67,756) |
|
Foreign currency adjustments |
(147,713) |
|
(503) |
|
(148,216) |
|
At 31 December 2025 |
2,899,357 |
|
29,844 |
|
2,929,201 |
|
|
|
|
|
|
|
|
Accumulated amortisation |
|
|
|
|
|
|
At 1 January 2024 |
- |
|
- |
|
- |
|
Amortisation for the year |
- |
|
- |
|
- |
|
At 31 December 2024 |
- |
|
- |
|
- |
|
Amortisation for the year |
- |
|
5,058 |
|
5,058 |
|
Foreign currency adjustments |
- |
|
(84) |
|
(84) |
|
At 31 December 2025 |
- |
|
4,974 |
|
4,974 |
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
At 31 December 2025 |
2,899,357 |
|
24,870 |
|
2,924,227 |
|
At 31 December 2024 |
285,358 |
|
- |
|
285,358 |
|
|
|
|
|
|
|
On 30 November 2024, the Group entered into an agreement with INPEX Corporation to farm out its interest in the 2A PSC through the sale of INPEX 2A. As at 31 December 2024, the exploration and evaluation assets held in the 2A PSC had been reclassified to Assets held for sale. On 17 March 2025, the assets held for sale were fully disposed of upon the completion of the sale of 2A PSC to INPEX Corporation.
The Group assesses its exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset or cash-generating unit ("CGU") may exceed its recoverable amount.
In performing the assessment, the Group considered, amongst others:
(i) the validity and remaining tenure of exploration licenses;
(ii) the intention to continue exploration and evaluation activities;
(iii) substantive planned and budgeted expenditure;
(iv) results of exploration activities and technical evaluations; and
(v) the potential for commercial hydrocarbon discoveries.
As at 31 December 2025, there were no indicators of impairment under IFRS 6 and, therefore, no full impairment assessment was undertaken.
15.Property, plant and equipment
|
Group |
Fixture and fittings |
|
Computers |
|
Total |
|
|
|
|
|
|
|
|
|
£ |
|
£ |
|
£ |
|
Cost |
|
|
|
|
|
|
At 1 January 2024 |
1,407 |
|
38,132 |
|
39,539 |
|
Additions |
- |
|
8,437 |
|
8,437 |
|
Foreign currency adjustments |
- |
|
126 |
|
126 |
|
At 31 December 2024 |
1,407 |
|
46,695 |
|
48,102 |
|
Additions |
3,084 |
|
23,153 |
|
26,237 |
|
Foreign currency adjustments |
(4) |
|
(685) |
|
(689) |
|
At 31 December 2025 |
4,487 |
|
69,163 |
|
73,650 |
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
At 1 January 2024 |
938 |
|
28,240 |
|
29,178 |
|
Additions |
469 |
|
6,938 |
|
7,407 |
|
Foreign currency adjustments |
- |
|
22 |
|
22 |
|
At 31 December 2024 |
1,407 |
|
35,200 |
|
36,607 |
|
Additions |
600 |
|
9,296 |
|
9,896 |
|
Foreign currency adjustments |
- |
|
(154) |
|
(154) |
|
At 31 December 2025 |
2,007 |
|
44,342 |
|
46,349 |
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
At 31 December 2025 |
2,480 |
|
24,821 |
|
27,301 |
|
At 31 December 2024 |
- |
|
11,495 |
|
11,495 |
|
|
|
|
|
|
|
|
Company |
Fixture and fittings |
|
Computers |
|
Total |
|
|
|
|
|
|
|
|
|
£ |
|
£ |
|
£ |
|
Cost |
|
|
|
|
|
|
At 1 January 2024 |
1,407 |
|
38,132 |
|
39,539 |
|
Additions |
- |
|
1,506 |
|
1,506 |
|
At 31 December 2024 |
1,407 |
|
39,638 |
|
41,045 |
|
Additions |
2,787 |
|
9,981 |
|
12,768 |
|
At 31 December 2025 |
4,194 |
|
49,619 |
|
53,813 |
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
At 1 January 2024 |
938 |
|
28,240 |
|
29,178 |
|
Additions |
469 |
|
5,758 |
|
6,227 |
|
At 31 December 2024 |
1,407 |
|
33,998 |
|
35,405 |
|
Additions |
559 |
|
4,817 |
|
5,376 |
|
At 31 December 2025 |
1,966 |
|
38,815 |
|
40,781 |
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
At 31 December 2025 |
2,228 |
|
10,804 |
|
13,032 |
|
At 31 December 2024 |
- |
|
5,640 |
|
5,640 |
|
|
|
|
|
|
|
16.Cash and cash equivalents
|
|
Group |
|
Company |
||
|
|
2025 |
2024 |
|
2025 |
2024 |
|
|
£ |
£ |
|
£ |
£ |
|
|
|
|
|
|
|
|
Cash and bank balances |
6,226,407 |
2,988,607 |
|
2,861,842 |
2,191,612 |
|
|
|
|
|
|
|
|
Less: cash restricted in use |
(2,105,769) |
(520,708) |
|
- |
- |
|
|
|
|
|
|
|
|
Unrestricted cash and bank balances |
4,120,638 |
2,467,899 |
|
2,861,842 |
2,191,612 |
|
|
|
|
|
|
|
|
Add: cash included as held for sale |
- |
315,363 |
|
- |
- |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
4,120,638 |
2,783,262 |
|
2,861,842 |
2,191,612 |
|
|
|
|
|
|
|
Cash restricted in use for the financial year ended 2025 represents deposits placed with financial institutions in support of guarantees issued in favour of PETRONAS equivalent to the value of minimum work commitment to be carried out by SEA One (£1,598,217) and SE DEWA (£507,552) (2024: SE DEWA amounted to £520,708).
17.Trade and other receivables
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
Current |
|
|
|
|
Trade receivables |
- |
|
1,220 |
|
Receivable from joint venture partner |
76,499 |
|
- |
|
VAT recoverable |
41,318 |
|
71,383 |
|
Other receivables |
11,430 |
|
14,678 |
|
Deposits |
6,936 |
|
1,522 |
|
Prepayments |
186,781 |
|
24,124 |
|
|
322,964 |
|
112,927 |
|
|
|
|
|
|
|
Company |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
Current |
|
|
|
|
Amounts owed by subsidiaries |
1,436,729 |
|
635,720 |
|
Loan to subsidiaries |
6,029,670 |
|
2,400,063 |
|
VAT recoverable |
41,218 |
|
71,282 |
|
Other receivables |
5,955 |
|
14,663 |
|
Prepayments |
70,165 |
|
17,323 |
|
|
7,583,737 |
|
3,139,051 |
|
|
|
|
|
The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Amounts owed by subsidiaries are unsecured, interest free, have no fixed date of repayment and are repayable on demand. Increase in the amounts owed by subsidiaries is mainly contributed by the management service charges to SE SEA and share-based expenses for share options granted to the subsidiary's employees.
The loans to subsidiaries are non-trade in nature, unsecured, bear interest of 7.50% per annum and are repayable on demand.
Analysis, which considers both historical and forward looking qualitative and quantitative information was performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. The Group and the Company have assessed the current receivable balances as at year end and no ECL provision has been determined to apply.
18.Other financial assets
|
|
Group and Company
|
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
At 1 January |
- |
|
- |
|
Recognition of financial assets during the year |
1,409,055 |
|
- |
|
At 31 December |
1,409,055 |
|
- |
|
|
|
|
|
On 17 March 2025, the Company completed the sale of its wholly-owned subsidiary, Longboat Energy (2A) Limited (since renamed INPEX Malaysia E&P 2A Limited) to INPEX Corporation for an initial cash consideration of $10 million plus the reimbursement of historic costs and further contingent cash consideration of $10 million payable on a commercial discovery.
The contingent cash consideration has been classified as a financial asset under IFRS 9, and as such has been recognised within the financial statements.
As with the financial liability associated with Block 2A (see note 21) to calculate the fair value of the consideration, the weighted average geological chance of success based on the third party Competent Persons Report of June 2024 was calculated. The asset was then discounted back to it's present value using a suitable risk-free rate, in this instance the UK 3-Year Guilt rate of 3.758% as at 31 December 2025.
19.Assets and liabilities classified as held for sale
|
|
|
|
|
|
Group |
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
£ |
|
|
|
|
|
|
|
|
Intangible assets |
|
|
|
|
582,474 |
|
Other receivables |
|
|
|
|
120,733 |
|
Cash at bank |
|
|
|
|
315,363 |
|
Total assets classified as held for sale |
|
|
|
|
1,018,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
71,388 |
|
Total liabilities classified as held for sale |
|
|
|
|
71,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
£ |
|
Investment in subsidiary |
|
|
|
|
100,000 |
|
Total assets classified as held for sale |
|
|
|
|
100,000 |
On 17 March 2025, the assets and liabilities classified as held for sale were fully derecognised upon the completion of the sale of 2A PSC to INPEX Corporation. Please refer to Note 11 for further details.
20.Trade and other payables
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Trade payables |
205,949 |
|
76,299 |
|
Accruals |
634,205 |
|
540,068 |
|
Pension and social security |
85,302 |
|
39,085 |
|
Other payables |
- |
|
13,905 |
|
|
925,456 |
|
669,357 |
|
|
Company |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Trade payables - Intercompany |
82,148 |
|
10,000 |
|
Trade payables |
100,114 |
|
73,607 |
|
Accruals |
56,170 |
|
401,742 |
|
Pension and social security |
85,302 |
|
39,085 |
|
|
323,734 |
|
524,434 |
|
|
|
|
|
Accruals of the Group comprise of pre-development project cost for Temaris, Sarawak Atlas Report for Block 2A, audit and accounting fees and other operational related costs at the year end.
The directors consider that the carrying amount of trade and other payables approximates to their fair value.
21.Other financial liabilities
|
|
Group and Company
|
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
At 1 January |
308,825 |
|
239,688 |
|
Change in estimate |
84,279 |
|
53,021 |
|
Unwinding of discount (Note 8) |
10,507 |
|
14,114 |
|
Settlement of tranche 2 consideration |
(96,333) |
|
- |
|
Foreign exchange |
(17,191) |
|
2,002 |
|
At 31 December |
290,087 |
|
308,825 |
|
|
|
|
|
Acquisition of SE 2A
In September 2023, the Company acquired SE 2A whose sole asset was a 15.75% interest in the 2A PSC.
As part of the purchase agreement with the vendors of SE 2A, the consideration was made up of three tranches.
Tranche 1 was equivalent to $100k, settled by an issue of new ordinary shares in the Company on 20 December 2023. This tranche has been fully settled and nothing further is payable with respect to it.
Tranche 2 was equivalent to $125k, was contingent and became payable in the Company's shares upon the farm out of the Group's interest in the 2A PSC which occurred on 30 November 2024. Accordingly an issue of new ordinary shares in the Company, was made on completion on 17 March 2025. This tranche has been fully settled and nothing further is payable with respect to it.
Tranche 3 is a contingent payment of up to $3.0 million payable in cash or through a further issue of Ordinary Shares of an equivalent value, upon a discovery being made on Block 2A, depending on the resource size and the growth in the price of the Ordinary Shares measured over a two year period.
|
Growth in Seascape |
Consideration |
|
|
Shares Average Price |
% |
USD |
|
|
|
|
|
0-9.9% |
0% |
- |
|
10-24.9% |
33% |
666,667 |
|
25-49.9% |
67% |
1,133,333 |
|
>=50% |
100% |
2,000,000 |
If a liquidity event occurs, involving the sale of SE 2A's share in the 2A PSC then Tranche 3 will be calculated instead upon the proceeds of the liquidity event, but capped at the total of $3.0 million, as above.
A weighted average 20% geological chance of success has been used to estimate the fair value of the consideration. The liability was then discounted back to it's present value using a suitable risk-free rate, in this instance the UK 3-Year Guilt rate of 3.758% as at 31 December 2025.
The fair value of the contingent consideration was calculated to be $390k (£290k). A change in the probability of success of 5% would lead to a 25% change in the fair value of the contingent consideration, equivalent to USD $97k (£73k).
22.Provisions
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Provision for deferred salaries |
- |
|
37,940 |
|
Provision for bonus |
694,384 |
|
664,060 |
|
|
694,384 |
|
702,000 |
|
|
|
|
|
|
|
Company |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Provision for deferred salaries |
- |
|
37,940 |
|
Provision for bonus |
498,428 |
|
481,543 |
|
|
498,428 |
|
519,483 |
|
|
|
|
|
On 1 July 2024, the Executive Chairman and the CEO deferred a proportion of their salaries pending an improvement in the financial position of the Group. As at 31 December 2024, the Group and the Company made a provision for these deferred salaries and performance bonuses for directors and employees in view of the successful farm-out of the 2A PSC on 30 November 2024. The bonus and deferred salaries were fully paid during the financial year 31 December 2025.
On 13 January 2026, the Company announced annual bonuses for its Executive Directors in recognition of the exceptional performance achieved during the financial year 2025. The Executive Directors elected to receive a significant portion of their bonuses in the form of nil-cost options granted under the Long-Term Incentive Plan. The remaining portion of the bonuses will be settled in cash and is contingent upon the occurrence of a suitable liquidity event. On 22 April 2026, the Company announced that its Executive Directors have elected to receive the unpaid element of their annual bonus under the Long Term Incentive Plan, all based on an average market price of 64.7 pence per share.
23.Deferred tax
GROUP
The following are the deferred tax liabilities and assets recognised and movements thereon during the current and prior year.
|
|
|
|
ACAs |
|
|
|
|
£ |
|
|
|
|
|
|
Deferred tax balance at 1 January 2024 |
|
|
- |
|
|
|
|
|
|
Deferred tax movements in current year |
|
|
|
|
Temporary differences arising from fixed assets |
|
|
419 |
|
Foreign exchange |
|
|
8 |
|
Deferred tax liability at 31 December 2024 |
|
|
427 |
|
Deferred tax movements in current year |
|
|
|
|
Temporary differences arising from fixed assets |
|
|
(405) |
|
Foreign exchange |
|
|
(22) |
|
Deferred tax liability at 31 December 2025 |
|
|
- |
At the reporting date the Group had an unrecognised deferred tax asset of £3.5 million (2024: £3.0 million), an increase of £0.5 million, materially all of which relates to continuing operations. Deferred tax assets, including those arising from temporary differences, are only recognised when it is considered likely that they will be commercially recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.
24.Called up share capital
|
|
|
|
Group and Company
|
||
|
|
|
|
2025 |
|
2024 |
|
|
|
|
£ |
|
£ |
|
Authorised, called up, allotted and fully paid |
|
|
|
|
|
|
63,127,968 (2024: 62,818,946) ordinary shares |
|
|
6,312,798 |
|
6,281,895 |
|
|
|
|
|
|
|
Each ordinary share has a par value of £0.10.
The share capital issues during 2024 and 2025 are summarized as follows:
|
|
|
|
Group and Company
|
||
|
|
|
|
Number of shares |
|
Nominal value |
|
|
|
|
|
|
£ |
|
At 1 January 2024 |
|
|
57,108,136 |
|
5,710,814 |
|
Shares issued for cash |
|
|
5,710,810 |
|
571,081 |
|
At 31 December 2024 and 1 January 2025 |
|
|
62,818,946 |
|
6,281,895 |
|
Shares issued for employee share-based payment plans |
|
|
30,152 |
|
3,015 |
|
Shares issued for Tranche 2 contingent consideration |
|
|
278,870 |
|
27,888 |
|
At 31 December 2025 |
|
|
63,127,968 |
|
6,312,798 |
|
|
|
|
|
|
|
On 4 December 2024, the Company raised £1,998,787 through the issue of 5,710,810 new ordinary shares for cash at £0.35 each.
On 18 March 2025, the Company issued 278,870 new ordinary shares for the settlement of Tranche 2 consideration for the acquisition of SE 2A.
On 12 September 2025, the Company issued 30,152 new ordinary shares upon the exercise of CIP share incentives scheme by former employees.
25.Share premium account
|
|
Group and Company
|
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
At 1 January |
36,809,420 |
|
35,605,370 |
|
Shares issued for cash (Note 24) |
71,529 |
|
1,427,460 |
|
Costs of share issue |
- |
|
(223,410) |
|
At 31 December |
36,880,949 |
|
36,809,420 |
26.Share based payments
|
|
Group and Company
|
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
At 1 January |
466,198 |
|
1,024,486 |
|
|
|
|
|
|
Granted during the year |
|
|
|
|
Awarded to UK employees |
459,515 |
|
424,648 |
|
Awarded to Malaysian employees |
286,692 |
|
104,575 |
|
Awarded to Norwegian employees (discontinued operations) |
- |
|
186,758 |
|
|
746,207 |
|
715,981 |
|
Transferred to retained earnings |
|
|
|
|
Forfeited during the year |
(28,843) |
|
(1,274,269) |
|
Exercised during the year |
(5,983) |
|
- |
|
At 31 December |
1,177,579 |
|
466,198 |
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
No. |
|
No. |
|
Number of share options awarded |
|
|
|
|
Long Term Incentive Plan |
9,555,038 |
|
8,439,559 |
|
NED Incentive Plan |
588,674 |
|
486,790 |
|
Co-Investment Plan |
169,720 |
|
302,711 |
|
|
10,313,432 |
|
9,229,060 |
|
|
|
|
|
During the year, the Company operated three incentive schemes; the Long-Term Incentive Plan (LTIP), the NED Long-Term Incentive Plan and the Co-investment plan (CIP).
Details of the schemes are summarised in the Remuneration Report.
Long Term Incentive Plan and NED Long Term Incentive Plan
The 2025 awards have been valued using the Black Scholes Model as there is no TSR conditions attached to them. All other historic awards have been valued using the Monte Carlo model, which calculates fair value based on a large number of randomly generated simulations of the Company's TSR.
|
Grant date
|
17 Dec 25 |
3 Dec 25 |
14 Nov 25 |
14 Oct 25 |
2 Jul 25 |
13 Feb 25 |
7 Oct 24 |
15 Jul 24 |
Aug 23 |
12 Aug 22 |
|
Weighted average share price at grant date |
£0.60 |
£0.64 |
£0.69 |
£0.86 |
£0.54 |
£0.37 |
£0.16 |
£0.22 |
£0.305 |
£0.430 |
|
TSR performance |
none |
none |
none |
none |
none |
None |
none |
none |
- |
- |
|
Risk free rate |
3.47% |
3.75% |
3.81% |
3.81% |
3.81% |
3.97% |
4.12% |
4.12% |
4.73% |
1.96% |
|
Dividend yield |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
|
Volatility of Company share price |
104% |
102% |
107% |
107% |
107% |
106% |
101% |
101% |
62% |
52% |
|
Weighted average fair value |
£0.59 |
£0.57 |
£0.45 |
£0.45 |
£0.50 |
£0.28 |
£0.16 |
£0.16 |
£0.18 |
£0.25 |
The risk-free rate assumption has been set as the yield as at the calculation date on zero-coupon government bonds of a term commensurate with the remaining performance period.
The historical three-year volatility of the constituents of the FTSE AIM Oil & Gas super sector, as of the date of grant, was used to derive the volatility assumption.
Long Term Incentive Plan
|
|
2025 |
2024 |
|
|
No. |
No. |
|
|
|
|
|
Outstanding at 1 January |
8,439,559 |
4,961,600 |
|
Awarded during the year |
1,151,074 |
6,963,646 |
|
Exercised during the year |
(30,152) |
- |
|
Lapsed during the year |
(5,443) |
(3,485,687) |
|
Outstanding at 31 December |
9,555,038 |
8,439,559 |
|
|
|
|
|
Exercisable at 31 December |
1,592,195 |
nil |
|
|
|
|
The weighted average exercise price of outstanding options is £0.12 each (2024: £0.19).
The weighted average remaining contractual life as at 31 December 2025 is 42 months (2024: 52 months).
NED Incentive Plan
|
|
2025 |
2024 |
|
|
No. |
No. |
|
|
|
|
|
Outstanding at 1 January |
486,790 |
- |
|
Awarded during the year |
102,700 |
486,790 |
|
Lapsed during the year |
(816) |
- |
|
Outstanding at 31 December |
588,674 |
486,790 |
|
|
|
|
|
Exercisable at 31 December |
nil |
nil |
The weighted average exercise price of outstanding options is £0.15 each (2024: £nil).
The weighted average remaining contractual life as at 31 December 2025 is 44 months (2024: 54 months).
Co-Investment Plan (CIP) awards
For the purpose of determining the fair value of an award, the following assumptions have been applied and a valuation calculation run through the Monte Carlo Model:
|
Grant date |
3 Aug 23 |
10 Feb 22 (Part A) |
10 Feb 22 (Part B) |
|
Performance period (years) |
3 |
3 |
3 |
|
Share price at grant date |
£0.30 |
£0.57 |
£0.57 |
|
Exercise price |
0.10 |
£0.10 |
£0.10 |
|
Risk free rate |
4.73% |
1.35% |
1.35% |
|
Dividend yield |
0% |
0% |
0% |
|
Volatility of Company share price |
62% |
50% |
50% |
|
Fair value per award |
£0.18 |
£0.19 |
£0.24 |
|
|
2025 |
2024 |
Weighted average fair |
|
|
No. |
No. |
value (£ per share) |
|
Outstanding at beginning of the year |
302,711 |
1,219,212 |
£0.19 |
|
Lapsed during the year |
(132,991) |
(916,501) |
(£0.21) |
|
Outstanding at the end of the year |
169,720 |
302,711 |
£0.18 |
|
|
|
|
|
|
Exercisable at the end of the year |
nil |
nil |
£nil |
The weighted average exercise price of outstanding options is £0.10 (2024: £0.10).
The weighted average remaining contractual life as at 31 December 2025 is 31 months (2024: 37 months).
27.Currency translation reserve
|
|
2025 |
|
2024 |
|
GROUP |
£ |
|
£ |
|
|
|
|
|
|
At the beginning of the year |
(6,872) |
|
310,803 |
|
Currency translation difference on foreign subsidiaries |
44,044 |
|
32,254 |
|
Disposal of joint venture |
- |
|
(349,929) |
|
At the end of the year |
37,172 |
|
(6,872) |
The currency translation reserve relates to the movement in translating operations denominated in currencies other than sterling into the presentation currency.
28.Cash used by continuing operations
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Loss for the year before tax and before other comprehensive income |
(4,173,437) |
|
(5,685,081) |
|
|
|
|
|
|
Add back: |
|
|
|
|
Interest received |
(239,631) |
|
(111,758) |
|
Depreciation |
9,896 |
|
7,407 |
|
Amortisation |
5,058 |
|
- |
|
Equity settled share-based payment expense |
746,207 |
|
527,411 |
|
Unwinding discount on contingent consideration |
10,507 |
|
14,114 |
|
Unrealised foreign exchange loss |
355,224 |
|
- |
|
Changes in estimate on contingent consideration |
84,279 |
|
55,023 |
|
|
|
|
|
|
Movement in working capital: |
|
|
|
|
(Increase)/decrease in trade and other receivables |
(197,474) |
|
1,121,103 |
|
Increase in trade and other payables |
248,011 |
|
45,801 |
|
Movement in provision |
(7,616) |
|
702,000 |
|
Cash used by operations |
(3,158,976) |
|
(3,323,980) |
29.Cash generated/(used) by discontinuing operations
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Profit/(loss) for the year after tax and before other comprehensive income |
9,615,416 |
|
(10,761,709) |
|
|
|
|
|
|
Add back: |
|
|
|
|
Interest receivable |
(427) |
|
(543) |
|
Gain on disposal of subsidiary |
(9,610,976) |
|
- |
|
Share-based payment expense |
- |
|
544,830 |
|
Loss from investment |
- |
|
3,670,859 |
|
Impairment loss on investment |
- |
|
6,505,191 |
|
|
|
|
|
|
Movement in working capital: |
|
|
|
|
Increase in trade and other receivables |
(26,509) |
|
(369,485) |
|
Increase in trade and other payables |
187,981 |
|
(199,294) |
|
Cash generated/(used) by operations |
165,485 |
|
(610,151) |
|
|
|
|
|
30.Financial risk management
The Group is exposed to financial risks through its various business activities. In particular, changes in interest rates and exchange rates can have an effect on the capital and financial situation of the Group. In addition, the Group is subject to credit risks.
The Group has adopted internal guidelines, which concern risk control processes and which regulate the use of financial instruments and thus provide a clear separation of the roles relating to operational financial activities, their implementation and accounting, and the auditing of financial instruments. The guidelines on which the Group's risk management processes are designed to ensure that the risks are identified and analysed across the Group. They also aim for a suitable limitation and control of the risks involved, as well as their monitoring.
The Group controls and monitors these risks primarily through its operational business and financing activities.
Credit Risks
The credit risk describes the risk from an economic loss that arises because a contracting party fails to fulfil their contractual payment obligations. The credit risk includes both the immediate default risk and the risk of credit deterioration, connected with the risk of the concentration of individual risks. For the Group, credit and default risks are concentrated in the financial institutions where it places cash deposits.
The Group's policy is to place its cash with banks with an appropriate credit rating in accordance with the Company's Treasury Risk Management Policy.
Notwithstanding existing collateral, the amount of financial assets indicates the maximum default risk in the event that counterparties are unable to meet their contractual payment obligations. The maximum credit default risk amounted to £6,321,272 (2024: £3,442,123) at the statement of financial position date, of which £6,226,407 (2024: £3,303,970) was cash on deposit at banks
|
|
|
Group |
|
Company |
||
|
|
|
2025 |
2024 |
|
2025 |
2024 |
|
|
Rating |
£ |
£ |
|
£ |
£ |
|
|
|
|
|
|
|
|
|
DNB Bank ASA |
Aa1 |
2,846,451 |
2,191,612 |
|
2,846,451 |
2,191,612 |
|
OCBC Bank (Malaysia) Berhad |
Aa1 |
1,251,678 |
273,924 |
|
|
- |
|
CIMB Islamic Bank Berhad |
Baa1 |
2,112,690 |
523,071 |
|
|
- |
|
Malayan Banking Berhad |
AAA |
197 |
- |
|
|
- |
|
B4B Payments |
|
15,391 |
- |
|
15,391 |
- |
|
Cash at bank and restricted cash |
|
6,226,407 |
2,988,607 |
|
2,861,842 |
2,191,612 |
|
|
|
|
|
|
|
|
|
DNB Bank ASA |
Aa1 |
- |
76,815 |
|
- |
- |
|
OCBC Bank (Malaysia) Berhad |
Aa1 |
- |
238,548 |
|
- |
- |
|
Cash held in asset held for sale |
|
- |
315,363 |
|
- |
- |
|
|
|
|
|
|
|
|
Liquidity Risks
Liquidity risk is defined as the risk that a Company may not be able to fulfil its financial obligations. The Group manages its liquidity by maintaining cash and cash equivalents sufficient to meet its expected cash requirements. The Group has assessed the ability of the Group's in meeting their cash requirements for the next twelve-months in the statement of going concern.
At 31 December 2025, the Group had cash on deposit of £6,226,407 (2024: £3,303,970).
Market Risks
Interest Rate Risks
Interest rate risks exist due to potential changes in market interest rates and can lead to a change in the fair value of fixed-interest bearing instruments, and to fluctuations in interest payment for variable interest rate financial instruments.
The Group is exposed to interest rate risks on cash held on deposits at banks. Interest income for the year 31 December 2025 was £239,631 (2024: £111,758). These accounts are maintained for liquidity rather than investment, and the interest rate risk on deposits is not considered material to the Group.
Currency risks
The Group operates in the UK and Malaysia, incurring expenses and holding cash in sterling, United States dollars and Malaysian Ringgit. The Group incurs some expenditure in foreign currency when the investment policy requires services to be obtained overseas. The foreign exchange risk on these costs is not considered material to the Group.
The following table shows the carrying amounts, amortised amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
At the year-end the Group and Company maintained the following cash reserves:
|
|
|
Group |
|
Company |
||
|
|
|
2025 |
2024 |
|
2025 |
2024 |
|
|
|
£ |
£ |
|
£ |
£ |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents held in GBP |
|
717,587 |
1,707,122 |
|
717,214 |
1,706,479 |
|
Cash and cash equivalents held in USD |
|
4,752,444 |
1,015,515 |
|
2,144,628 |
485,133 |
|
Cash and cash equivalents held in MYR |
|
756,376 |
265,970 |
|
- |
- |
|
Cash at bank and restricted cash |
|
6,226,407 |
2,988,607 |
|
2,861,842 |
2,191,612 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents held in USD |
|
- |
264,137 |
|
- |
- |
|
Cash and cash equivalents held in MYR |
|
- |
51,226 |
|
- |
- |
|
Cash held in asset held for sale |
|
- |
315,363 |
|
- |
- |
|
|
|
|
|
|
|
|
The Group's exposure to foreign currency risk at the end of the reporting period is summarised below. All amounts are presented in GBP equivalent.
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
Cash and cash equivalents |
5,585,319 |
|
1,281,485 |
|
Trade and other receivables |
12,411 |
|
32,824 |
|
Trade and other payables |
(618,743) |
|
(57,020) |
|
|
|
|
|
|
Net exposure |
4,978,987 |
|
1,257,289 |
|
|
|
|
|
Sensitivity analysis
As shown in the table above, the Group is exposed to changes in exchange rates through its balances not held in sterling. The table below shows the impact in sterling on pre-tax profit and loss of a 10% increase/decrease in the exchange rates, holding all other variables constant.
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
Exchange rate increases by 10% |
(430,934) |
|
(114,299) |
|
Exchange rate decrease by 10% |
526,697 |
|
139,699 |
Classification of financial instruments
|
|
|
Carrying amount |
Amortised cost |
|
Carrying amount |
Amortised cost |
|
Group |
|
2025 |
2025 |
|
2024 |
2024 |
|
|
|
£ |
£ |
|
£ |
£ |
|
|
|
|
|
|
|
|
|
Financial assets measured at amortised cost |
|
|
|
|
|
|
|
Cash and cash equivalent |
|
4,120,638 |
4,120,638 |
|
2,467,899 |
2,467,899 |
|
Restricted cash |
|
2,105,769 |
2,105,769 |
|
520,708 |
520,708 |
|
Trade and other receivables 1 |
|
18,366 |
18,366 |
|
17,420 |
17,420 |
|
Other financial assets |
|
1,409,055 |
1,409,055 |
|
- |
- |
|
Total financial assets |
|
7,653,828 |
7,653,828 |
|
3,006,027 |
3,006,027 |
|
|
|
|
|
|
|
|
|
Financial liabilities measured at amortised cost |
|
|
|
|
|
|
|
Trade and other payables 2 |
|
882,899 |
882,899 |
|
669,357 |
669,357 |
|
Provisions |
|
694,384 |
694,384 |
|
702,000 |
702,000 |
|
Other financial liabilities 5 |
|
290,087 |
290,087 |
|
308,825 |
308,825 |
|
Total financial liabilities |
|
1,867,370 |
1,867,370 |
|
1,680,182 |
1,680,182 |
|
Total financial instruments |
|
5,786,458 |
5,786,458 |
|
1,325,845 |
1,325,845 |
|
|
|
|
|
|
|
|
1 The trade and other receivables for the financial year 2024, previously disclosed in the amount of £88,803, were incorrectly stated as including VAT recoverable balances, which are not financial assets in nature. Accordingly, the amount has been revised to £17,420.
2 The trade and other payables for the financial year 2024, previously disclosed in the amount of £129,289, were incorrectly stated as excluding accrual balances, which are financial liability in nature. Accordingly, the amount has been revised to £669,357.
|
|
|
Carrying amount |
Amortised cost |
|
Carrying amount |
Amortised cost |
|
Company |
|
2025 |
2025 |
|
2024 |
2024 |
|
|
|
£ |
£ |
|
£ |
£ |
|
|
|
|
|
|
|
|
|
Financial assets measured at amortised cost |
|
|
|
|
|
|
|
Cash and cash equivalent |
|
2,861,842 |
2,861,842 |
|
2,467,899 |
2,467,899 |
|
Trade and other receivables 3 |
|
7,472,354 |
7,472,354 |
|
3,050,446 |
3,050,446 |
|
Other financial assets |
|
1,409,055 |
1,409,055 |
|
- |
- |
|
Total financial assets |
|
11,743,251 |
11,743,251 |
|
5,518,345 |
5,518,345 |
|
|
|
|
|
|
|
|
|
Financial liabilities measured at amortised cost |
|
|
|
|
|
|
|
Trade and other payables 4 |
|
323,734 |
323,734 |
|
524,434 |
524,434 |
|
Provisions |
|
498,428 |
498,428 |
|
519,483 |
519,483 |
|
Other financial liabilities 5 |
|
290,087 |
290,087 |
|
308,825 |
308,825 |
|
Total financial liabilities |
|
1,112,249 |
1,112,249 |
|
1,352,742 |
1,352,742 |
|
Total financial instruments |
|
10,631,002 |
10,631,002 |
|
4,165,603 |
4,165,603 |
|
|
|
|
|
|
|
|
3 The trade and other receivables for the financial year 2024, previously disclosed in the amount of £3,121,728, were incorrectly stated as including VAT recoverable balances, which are not financial assets in nature. Accordingly, the amount has been revised to £3,050,446.
4 The trade and other payables for the financial year 2024, previously disclosed in the amount of £122,692, were incorrectly stated as excluding accrual balances, which are financial liability in nature. Accordingly, the amount has been revised to £524,434.
5 The comparative disclosure for the financial year 2024 has been revised to include other financial liabilities that were previously omitted. Accordingly, the comparative amount has been reinstated to £308,825.
31.Retirement benefit schemes
|
|
Group |
||
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
Defined contribution schemes |
|
|
|
|
Charge to profit or loss in respect of defined contribution schemes: |
|
|
|
|
Continuing operations |
131,922 |
|
102,717 |
|
|
|
|
|
|
|
Company |
||
|
Defined contribution schemes |
|
|
|
|
Charge to profit or loss in respect of defined contribution schemes: |
29,516 |
|
56,194 |
|
|
|
|
|
32.Related party transactions
a. Identities of related parties
The related parties of the Group and of the Company are:
(i) Its subsidiaries as disclosed in Note 13 to the financial statements; and
(ii) Members of the Board of Directors are deemed to be key management personnel. Key management personnel compensation for the financial year is the same as the Director remuneration set out in the Corporate Governance Statement except for key management personnel as disclosed in (d).
b. In addition to the information detailed elsewhere in the financial statements, set out below are other significant transactions and outstanding balances with related parties during the financial year:
|
Transactions |
|
|
2025 |
2024 |
|
Group |
|
|
£ |
£ |
|
Net expenses recharged to/(by): |
|
|
|
|
|
- Longboat JAPEX Norge AS |
|
|
- |
(218,359) |
|
- INPEX 2A |
|
|
202,053 |
- |
|
|
|
|
|
|
|
Company |
|
|
|
|
|
Net expenses recharged to/(by): |
|
|
|
|
|
- Longboat JAPEX Norge AS |
|
|
- |
(218,359) |
|
- INPEX 2A |
|
|
2,626 |
88,065 |
|
- SE 2A |
|
|
(181,852) |
17,430 |
|
- SE DEWA |
|
|
(49,374) |
52,048 |
|
- SE SEA |
|
|
1,440,696 |
528,688 |
|
- SEA One |
|
|
15,164 |
- |
|
|
|
|
|
|
|
Loan to: |
|
|
|
|
|
- INPEX 2A |
|
|
- |
1,222,741 |
|
- SE 2A |
|
|
146,020 |
230,629 |
|
- SE DEWA |
|
|
526,212 |
511,103 |
|
- SE SEA |
|
|
977,485 |
326,839 |
|
- SEA One |
|
|
3,369,446 |
- |
|
|
|
|
|
|
|
Interest on loan charged to: |
|
|
|
|
|
- INPEX 2A |
|
|
17,145 |
71,668 |
|
- SE 2A |
|
|
28,483 |
5,265 |
|
- SE DEWA |
|
|
61,976 |
16,014 |
|
- SE SEA |
|
|
64,779 |
11,284 |
|
- SEA One |
|
|
88,416 |
- |
|
Balances |
|
|
2025 |
2024 |
|
Company |
|
|
£ |
£ |
|
Loan receivable from: |
|
|
|
|
|
- INPEX 2A |
|
|
- |
1,296,633 |
|
- SE 2A |
|
|
363,347 |
237,188 |
|
- SE DEWA |
|
|
1,071,510 |
527,704 |
|
- SE SEA |
|
|
1,342,203 |
338,538 |
|
- SEA.One |
|
|
3,252,610 |
- |
|
|
|
|
|
|
|
Receivable/(payable) to: |
|
|
|
|
|
- INPEX 2A |
|
|
- |
36,604 |
|
- SE 2A |
|
|
(78,573) |
42,888 |
|
- SE SEA |
|
|
1,433,154 |
546,228 |
The related party transactions with Longboat JAPEX arose as a result of the agreements that were entered into at the time of establishment of the joint venture. On 12 July 2024, the Company completed the sale of the investment in Longboat JAPEX to JAPEX, hence there was no intercompany balance outstanding with the joint venture.
c. Other information
Directors' interests in the shares of the Company in the current and prior period, including family interests, were as follows:
Ordinary shares
|
|
20251 |
20241 |
|
|
|
|
|
Graham Stewart |
350,000 |
350,000 |
|
Nicholas Ingrassia |
375,511 |
304,080 |
|
James Menzies |
2,502,896 |
2,360,039 |
|
Geraldine Murphy |
357,142 |
285,714 |
|
Pierre Eliet |
453,026 |
431,598 |
|
Michael Buck |
271,427 |
- |
1 As at the date of publication of the Report and Accounts for each respective year, noting that Michael Buck's interests were not reported in 2024, having been appointed in 2026.
Under IAS 24 section 4, all intragroup transactions which have been eliminated on consolidation are exempt from being disclosed as the Group has prepared consolidated financial statements.
The Group does not have one controlling party.
33.Minimum financial commitments
|
|
2025 |
2024 |
|
|
£ |
£ |
|
|
|
|
|
Dewa PSC |
174,723 |
510,188 |
|
Temaris PSC |
461,985 |
- |
|
|
636,708 |
510,188 |
|
|
|
|
(i) SE DEWA holds a 28% participating interest and a further 12% paying interest (on behalf of PETROS) in the DEWA PSC, and is obligated to carry out the minimum work commitments as stated in the production sharing contract. This includes conducting a detailed and systematic resource assessment for 12 fields on the hydrocarbon potential of the contract area through integrated geological, geophysical and geochemical studies on a regional scale trend and prospect level and thereafter submitting a resource assessment report to PETRONAS. The total costs to be incurred by SE DEWA in regard to the work commitments are USD640,000. As at 31 December 2025, the remaining commitment I s estimated at £174,723 (USD234,686).
(ii) SEA One holds 100% a participating interest in the Temaris PSC, and is obligated to carry out the minimum work commitments as stated in the production sharing contract. This includes submitting the FDAP within the stipulated period in the PSC, conducting specialised studies namely sedimentology and core study, and rock physics and inversion study, and conducting 3D seismic reprocessing data. The total costs to be incurred by SEA One in regard to the work commitments are USD2,100,000. As at 31 December 2025, the remaining commitment is estimated at £461,985 (USD620,530).
34.Subsequent events
On 13 January 2026, the Company announced the appointment of Mike Buck as an Independent Non-Executive Director and that Graham Stewart (Independent Non-Executive Director) does not intend to stand for re-election at the 2026 Annual General Meeting.
On 13 January 2026, the Company announced that its Executive Directors have elected to receive a significant portion of their annual bonus as nil cost options under the Long Term Incentive Plan, with the CEO receiving 232,721 options, the Executive Chairman 164,991, the Executive Director Corporate Development 166,578, and the Company Secretary 51,982, all based on an average market price of 64.7 pence per share.
On 11 February 2026, the Company announced the application for the admission of 11,143 new ordinary shares to AIM following the exercise of share options by a former employee. This issuance increased the Company's total issued ordinary share capital to 63,139,111 shares.
On 25 and 26 March 2026 the Company announced the placing, subscription and take up under the retail offer of a combined 7,200,000 new ordinary shares in the Company to raise gross proceeds of £5.04 million before expenses at a price of 70 pence per share, representing 11.4 per cent of the Company's share capital. This issuance increased the Company's total issued ordinary share capital to 70,339,111 shares.
On 22 April 2026, the Company announced that its Executive Directors have elected to receive the unpaid element of their annual bonus under the Long Term Incentive Plan, with the CEO receiving 232,721 options, the Executive Chairman 164,991, the Executive Director Corporate Development 166,578, all based on an average market price of 64.7 pence per share.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 24 minutes ago Autotrader Group plc
- 34 minutes ago Arecor Therapeutics
- 1 hour ago NCC Group
- 1 hour ago International Personal Finance
- 1 hour ago SEGRO