Final Results for the Year Ended 31 December 2025

Summary by AI BETAClose X

Sunda Energy PLC reported a loss after taxation of £2.84 million for the year ended 31 December 2025, compared to a loss of £2.05 million in 2024, with cash reserves decreasing to £0.33 million from £3.17 million. The company's operational focus included preparations for the Chuditch-2 appraisal well, which was postponed, and initial successes in its new venture strategy with the award of interests in two Philippine license blocks. Post-period, Sunda Energy secured an environmental license for Chuditch-2, entered a letter of intent for rig sharing with Finder TIMOR-LESTE B.V., and signed an agreement to acquire Matahio Energy NZ Limited, which has approximately 1,000 boepd production. Financing for the acquisition was secured through various subscriptions, including a £4.25 million convertible loan note.

Disclaimer*

Sunda Energy PLC
01 June 2026
 

 

1 June 2026

Sunda Energy Plc

("Sunda Energy", "Sunda", the "Company", or the "Group")

Final Results for the Year Ended 31 December 2025

Sunda Energy (AIM: SNDA), the AIM-quoted exploration and appraisal company focused on oil & gas assets in the Asia-Pacific region, is pleased to announce its audited financial results for the year ended 31 December 2025.

 

Operational highlights for 2025

·      Extensive operational and funding preparations for the drilling of the Chuditch-2 appraisal well ("Chuditch-2"), which had been expected to commence during Q3 2025 but was postponed.

·      Postponement of Chuditch-2 drilling was a significant setback, but efforts to get back on track are progressing.

·      Completion of an Environmental Baseline Survey ("EBS") in the area of Chuditch-2, and integration of results into Environmental Impact Statement and the Environmental Management Plan.

·      First successes in Sunda's new venture strategy, with the award of a 37.5% working interest in two licence blocks in the Philippines, with two discovered gas fields and world class exploration potential.

 

Post-period end operational developments

·      Awarded an Environmental Licence for the drilling of Chuditch-2.

·      Letter of intent signed with Finder TIMOR-LESTE B.V. to work together to secure a drilling rig for the two companies' drilling campaigns offshore Timor-Leste.

·      Signature of a share sale and purchase Agreement ("SSPA") for the conditional acquisition of Matahio Energy NZ Limited ("Matahio NZ"), bringing 100% of five production and exploration permits in New Zealand, with around 1,000 boepd production plus exploration and development upside.

·      Matahio NZ assets performing well, with substantial oil lifting in May 2026 at exceptionally high prices, directly benefitting Sunda given effective date of SSPA of 1 January 2026.

 

Financial highlights for 2025

·      Cash reserves at 31 December 2025 were £0.33 million (31 December 2024: £3.17 million).

·      Loss after taxation of £2.84 million (2024: £2.05 million).

·      Convertible loan note agreement with three institutional investors raising up to US$9.0 million to fund Sunda's share of anticipated Chuditch-2 drilling costs, of which only US$1.5 million issued and drawn down.

·      Completed a Directors' Subscription and WRAP Retail Offer to raise £0.71 million (gross) in October 2025.

 

Post-period end financial developments

·      Unsecured loan agreement of £1.5 million with Dr Andy Butler, CEO, entered into in February 2026 (the "AB Loan") with initial drawdown of £0.4m, followed by two further drawdowns of £0.75 million in March 2026 and £0.35 million in April 2026.

·      Financing secured in April 2026 for the Matahio NZ acquisition including a Firm Subscription of £0.9 million with Alumni Capital, a £4.25 million Convertible Loan Note Subscription with Alumni Capital and a Conditional Subscription of £0.8m with Directors of the Company, including the conversion of £0.75 million of the AB Loan into equity and a WRAP Retail Offer raising c.£0.4 million.

 

Commenting on the results, Gerry Aherne, Non-Executive Chairman, said:

"2025 was a milestone year for Sunda. We faced tremendous headwinds, especially with the involuntary postponement of drilling in the Company's Chuditch project in Timor-Leste, but also entered a period of transition, the fruits of which we are starting to see in 2026. With plans for Chuditch getting back on track, the entry into two highly prospective exploration assets in the Philippines, and the recent announcement of the proposed acquisition of a material portfolio of production, development and exploration assets in New Zealand, Sunda is truly advancing on its journey to become a meaningful upstream oil and gas player in the Asia-Pacific region. During this time of heightened concerns around energy security, Sunda's strategy of building a portfolio of material oil and gas assets is clearly robust and offers the company a secure and successful future."


Posting of Annual Report and Notice of AGM

The Company's Annual Report and Financial Statements for the year ended 31 December 2025 will be available for download from the Company's website (www.sundaenergy.com) later today and will be despatched by post shortly to shareholders.

The Company will hold its Annual General Meeting at 11 a.m. BST on 26 June 2026 at the offices of Allenby Capital Limited, 5 St. Helen's Place, London, EC3A 6AB. The Notice of Annual General Meeting will be sent to shareholders shortly and will be available on the Company's website (www.sundaenergy.com).

 

For further information, please contact:

Sunda Energy Plc

Andy Butler, Chief Executive

Rob Collins, Chief Financial Officer

 

Tel: +44 (0) 20 7770 6424

Allenby Capital Limited (Nominated Adviser and Joint Broker)

Nick Athanas, Nick Harriss, Ashur Joseph (Corporate Finance)

Kelly Gardiner(Sales and Corporate Broking)

 

Tel: +44 (0) 203 328 5656

Hannam & Partners Advisory Limited (Advisor and Joint Broker)

Neil Passmore (Corporate Finance)

Leif Powis (Sales)

 

Tel: +44 (0) 20 7907 8502

 

Celicourt Communications (Financial PR and IR)

Mark Antelme, Philip Dennis, Charles Denley-Myerson

Tel: +44 (0) 20 7770 6424

sunda@celicourt.uk

 

Qualified Person's Statement

Pursuant to the requirements of the AIM Rules - Note for Mining and Oil and Gas Companies, the technical information and resource reporting contained in this announcement has been reviewed by Dr Andrew Butler, Fellow of the Geological Society of London and member of the Society of Petroleum Engineers. Dr Butler has 30 years' experience as a petroleum geologist. He has compiled, read and approved the technical disclosure in this regulatory announcement and indicated where it does not comply with the Society of Petroleum Engineers' standard.

 


 

CHAIRMAN'S STATEMENT & OPERATIONS REPORT

 

Financial Review

The net result for the year was a loss both before and after taxation of £2.84 million (2024: loss of £2.05 million), which is wholly attributable to Sunda Energy shareholders, representing a loss of 0.01p per share (2024: loss of 0.008p per share).

The Group generated no revenue during the period but focused on exploring and developing assets that the Board believes will generate revenue for the Group in the future.

Administration expenses for the year were £1.93 million (2024: £2.22 million), an overall decrease of £0.29 million on the preceding year. Administration costs arising in SundaGas (Timor-Leste Sahul) Pte. Ltd. ("TLS") and its Timor-Leste subsidiary, SundaGas Banda Unipessoal, Lda. ("SundaGas"), decreased from £0.74 million previously to £0.44 million this year. Sunda Energy Plc directors and staff salaries and related costs increased by £0.38 million to £1.15 million in the year, including £0.32 million in non-cash share-based payments. Details of directors' salaries are contained in the Report of the Directors in the Annual Report on page 19. Professional adviser fees increased from £0.45 million previously to £0.53 million, mainly due to higher legal, consultancy and professional adviser costs, associated with the capital raisings in May and October 2025.

Non-capitalised exploration and evaluation expenditure incurred included in the Consolidated Income Statement amounted to £0.33 million (2024: £0.17 million), largely arising from the annual surface rental costs on the Chuditch field and new venture costs. The Directors judged that no exploration assets required impairment.

In May 2025 the Company conditionally secured access to US$9.0 million gross by way of the issue of unsecured convertible loan notes ("Loan Notes" or "CLNs") to three institutional investors to finance the Company's shares of costs with the planned Chuditch-2 well in Timor-Leste. US$1.5 million of the Loan Notes were drawn before the planned drilling was postponed. No further amounts were drawn under the CLNs.

In October 2025, the Company raised £0.71 million gross through a subscription by Directors and Senior Management and a WRAP Retail Offer for general working capital purposes, including ongoing preparations to drill in Timor-Leste, initial technical evaluation work on the two new Service Contracts awarded in the Philippines and new business activities, subsequently announced as the proposed acquisition of Matahio NZ.

At the end of the financial year, cash reserves of the Group had decreased to £0.33 million from £3.17 million at the preceding year end. The Group's investment in exploration and evaluation assets in Timor-Leste amounted to £2.34 million in the period (2024: £1.78 million). There was a cash outflow from operating activities of £2.26 million (2024: outflow of £1.68 million) and a cash outflow after investing and financing activities of £2.84 million (2024: outflow of £0.59 million).

The Group continues to take a conservative view of its asset impairment policy. The Board will continue to take a prudent approach in entering into new capital expenditures beyond those expected to be committed to existing ventures.

Report on Operations

 

Timor-Leste TL-SO-19-16 PSC ("Chuditch PSC" or "PSC") (Sunda 60% interest)

 

Background

The Chuditch PSC is located approximately 185 kilometres south of Timor-Leste, 100 kilometres east of the producing Bayu-Undan field, 50 kilometres south of the potential Greater Sunrise development and covers approximately 3,571 km2 in water depths of 40-120 metres. The Chuditch-1 discovery well, drilled by Shell in 1998 in 64 metres water depth, encountered a 30-metre gross gas column in Jurassic Plover Formation sandstone reservoirs, at a depth of 2,910 metres, on the flank of a large, faulted structure. The discovery and neighbouring prospects are largely covered by a 3D seismic survey acquired in 2012 and subsequently reprocessed by Sunda.

Sunda operates the PSC through its wholly owned subsidiary SundaGas, based out of its offices in Dili, Timor-Leste. Until February 2024, the Company held a 75% working interest in partnership with TIMOR GAP Chuditch Unipessoal Lda, a subsidiary of the state-owned national oil company, who held the remaining 25% and which share of PSC expenditure is carried until first production.

On 7 February 2024, the Company completed a transaction whereby TIMOR GAP increased its participation in the PSC from 25% to 40%. Accordingly, the SundaGas 60% share became responsible for 80% of the costs of the Chuditch project and TIMOR GAP for 20%. TIMOR GAP paid approximately US$1 million to cover its share of prior costs from the effective date of the PSC until the completion of this transfer.

Previously, the Company had carried out a technical work programme that included the reprocessing of legacy seismic data, aimed at addressing reservoir imaging issues caused by sea-bed topography and shallow geological features as well as various geological and engineering studies. These activities fulfilled the PSC obligations for Contract Years 1 and 2 of the PSC and enabled Sunda to assess fully the Chuditch field and its gas resources.

Consultancy group ERC Equipoise Ltd ("ERCE") was then engaged to prepare a Competent Person's Report ("CPR") to provide an independent assessment of the Chuditch resource to a SPE PRMS compliant standard. The CPR was released on 28 February 2023. For the Chuditch-1 discovery, ERCE assessed gross Pmean Contingent Resources of 1.16 Tcf of gas. In addition, aggregated gross Pmean Prospective Resources attributable to the licence according to the CPR amounted to 1,562 Bcf gas across three prospects, Chuditch SW, Chuditch NE and Quokka. Geological Chances of Success ("GCOS") for these prospects range from 52% to 26%, providing substantial follow on, low risk exploration potential to any Chuditch development. It is notable that Sunda's in-house probabilistic estimates of aggregated gross Prospective Resources for these prospects, at 2,128 Bcf of gas, are higher than ERCE's estimates. This arises mainly through the Company's preferred use of the latest reprocessed seismic data velocity model to define the extent of the prospects.

Based on Sunda's technical studies, a well location has been selected for the Chuditch-2 appraisal well that is 5.1km from the original Chuditch-1 discovery well in a water depth of approximately 68m. The predicted vertical column height of gas in the Jurassic reservoirs at this location is 149m, as compared with the 30m gross gas column encountered in the discovery well. The Company has been working towards the drilling of Chuditch-2, including a production flow test, as a critical milestone on the pathway to developing the Chuditch gas resources.

 

2025 and subsequent activities

 

The first half of 2025 was dominated by operational and funding preparations for the drilling of Chuditch-2, which had been expected to commence during Q2 2025 but was ultimately postponed (as outlined below). Drilling was intended to take place using a jack-up rig that was operating in nearby Australian waters, drilling four successive wells for three different E&P companies.

In January 2025, the Company completed an Environmental Baseline Survey ("EBS") in the area of the planned well. The purpose of the EBS was to gather information on the seabed sediments and fauna as well as collect seawater samples. The results were integrated into the Environmental Impact Statement ("EIS") and the Environmental Management Plan ("EMP") for submission to regulator Autoridade Nacional do Petróleo ("ANP") as part of the process for securing an Environmental Licence for drilling activities.

On 24 April 2025, the Company announced that it had entered into a binding Farm-In agreement with TIMOR GAP
(the "Farmin Agreement"), whereby SundaGas would assign a 30% interest to TIMOR GAP in addition to the 40% interest already held by TIMOR GAP. This assignment would have resulted in SundaGas retaining a 30% working interest in the Chuditch PSC, with TIMOR GAP holding a 70% interest. From the effective date of 1 April 2025 until the end of Contract Year 3 of the PSC, TIMOR GAP would have been responsible for paying 72% of all PSC costs, including its share of the drilling of the planned Chuditch-2 appraisal well.

At the same time, the Company announced that it had conditionally raised up to US$9.0 million through the issue of unsecured convertible loan notes (the "CLNs") to three institutional investors. Together with the TIMOR GAP farm-in, these funding arrangements provided the Company with the capital required to drill Chuditch-2, commencing with the execution of a contract for the use of the jack-up rig operating in nearby Australian waters. Following a general meeting of the Company on 10 May 2025, the first tranche of US$1.5 million (£1.135 million) of CLNs was issued on 13 May 2025.

However, on 16 June 2025, the Company announced an involuntary postponement of the drilling of Chuditch-2. The delay was caused by the absence at the required time of helicopter services in Timor-Leste that met the necessary operational objectives and safety standards, and the non-approval of alternative international helicopter service providers. This issue meant that the Company was unable to proceed with the execution of a definitive contract for a drilling rig, and hence the Farm-In Agreement also terminated. Termination of the Farm-In Agreement meant the working interests on the PSC remain unchanged, with SundaGas holding a 60% working interest and operatorship and TIMOR GAP having a 40% interest. SundaGas and TIMOR GAP remain responsible for paying 80% and 20% of all project costs respectively. In August 2025, the target drilling rig completed its operations in Australia and left the Timor Sea region.

On 17 June 2025, ANP granted a 12-month extension to the current phase (Contract Year 3) of the PSC, which now expires on 18 June 2026.

During the first half of 2025, an engineering feasibility study was commissioned to study the future development of Chuditch, following signature of a Memorandum of Understanding ("MOU") on 12 December 2024 by SundaGas, the Ministry of Petroleum and Mineral Resources and TIMOR GAP. The MOU set out the framework for joint evaluation of a development concept for gas resources on the Chuditch PSC, including pipeline export to the Bayu Undan field and on to planned LNG facilities on the south coast of Timor-Leste. This work is intended as a springboard for the Chuditch joint venture to move forward quickly with development plans following the completion of the Chuditch-2 appraisal well.

In Q3 2025, SundaGas commenced the search for a replacement rig for a rescheduled drilling campaign. A Request for Information ("RFI") was issued to drilling contractors and submissions were received in September 2025.

Based on the results of the RFI evaluation, a new target rig was identified which could be available from Q2 2026 onwards, albeit with mobilisation from a location a considerable distance across SE Asia from the Timor Sea. Extensive discussions followed, covering contracting, technical specifications and regulatory matters, as SundaGas pursued a target to secure the rig by year-end 2025.  Unfortunately, at a late stage, the rig owner decided not to proceed as the project did not pass its commercial risk thresholds. Other rigs that had been pursued in parallel also became unavailable, having been contracted by larger E&P operating companies for multi-well campaigns elsewhere in the Asia-Pacific region.

In summary, SundaGas encountered significant difficulties during H2 2025 in securing a replacement rig to come to the Timor Sea to drill a single well. Rig operators have been disinclined to commit to a short duration drilling campaign in a perceived remote location when they have more attractive, longer-term contract options available.

Subsequent to the reporting period, SundaGas continued to pursue available rigs for a rescheduled drilling campaign for Chuditch-2. Early in 2026, the Company entered into discussions with Finder TIMOR-LESTE B.V. ("Finder") regarding possible rig-sharing arrangements. Finder is a wholly owned subsidiary of Finder Energy Holdings Limited (ASX:FDR) and operator of the Kuda Tasi and Jahal ("KTJ") fields, offshore Timor-Leste. Finder is preparing to drill at least three wells as part of its development of the KTJ fields, on which it is planning to take a Final Investment Decision by mid-2026. On 8 April 2026, the Company announced the signature of a Letter of Intent with Finder to work together to secure a drilling rig for the two companies' drilling campaigns. The opportunity to share a rig with Finder means a combined duration of operations of almost 200 days, making it a far more attractive proposition for contractors. For both Sunda and Finder, this collaboration is expected to provide the opportunity for significant operational synergies and savings.

Noting that KTJ wells are expected to be drilled in 2027, and given time required to prepare for the amended campaign, SundaGas submitted a request on 9 March 2025 on behalf of the Chuditch joint venture to ANP to extend the current contract period of the PSC (which expires on 18 June 2026) by 12 months and ANP is currently considering that request.

In parallel to the pursuit of a new drilling rig, SundaGas continued to work towards securing the necessary environmental permits for Chuditch-2. In March 2026, the Company was able to announce the endorsement of the EIS and EMP by ANP's Evaluation Committee and approval by His Excellency the Minister of Petroleum and Mineral Resources of the required Environmental Licence. This licence is valid until 9 March 2028 and includes certain conditions, principally around submission of a waste management plan to ANP prior to operations and for a post-drilling environmental survey.

 

Philippines Service Contracts SC 80 and SC 81 (both Sunda 37.5% interest)

In October 2025, Sunda was awarded non-operated interests in two Petroleum Service Contracts, namely SC 80 and SC 81 (together the "Service Contracts"), covering offshore licence areas in the 1st Conventional Energy Bid Round of the Bangsamoro Autonomous Region of Muslim Mindanao in the Philippines. The successful licence awards resulted from joint applications submitted by the bid group composed of Triangle Energy (Global) Limited (ASX: TEG), Sunda Energy, PXP Energy Corporation (PSE: PXP) and Philodrill Corporation (PSE.OV) in August 2024 (note Triangle Energy subsequently transferred its interests into a new company, Tetragon Energy Limited). The fiscal terms in the Philippines are highly attractive for upstream investment, especially for gas in areas such as the Sulu Sea where the Service Contracts are located.

The two Service Contract blocks lie in the south-west part of the Sulu Sea, within the Sandakan Basin, in water depths of <100m to >3000m, in an area where key members of the Sunda team have considerable prior technical knowledge. The area lies adjacent to the Malaysian province of Sabah, part of the large island of Borneo shared between Malaysia, Indonesia and Brunei. The main geological play in the Service Contracts is Upper Miocene turbidite sands trapped in toe-thrust anticline structures and basin floor stratigraphic traps in the deep-water areas (>800m), whilst secondary prospectivity exists in Middle to Upper Miocene shallow water sandstones in the western shallow water areas and in deeper Miocene carbonate reef features.

SC 80 contains two significant gas finds: Dabakan-1 (75m net pay) and Palendag-1 wells (47m net pay), plus a minor gas discovery at Babendil-1 (39m net pay).  The two fields have estimated combined 2C Contingent Gas Resources of 574 Bcf2, based on a Competent Person's Report ("CPR") produced by Mitra Energy Inc. in 2015 (the "Mitra Energy CPR"). SC 80 has significant exploration prospectivity, with a variety of play types identified, the most significant being in deepwater sandstone reservoir complexes similar to those where major discoveries are being made elsewhere around other parts of the island of Borneo, such as the giant Gegila discovery announced in April 2026 by Eni (BIT:ENI). A key target is the Halcon prospect, a low relief, anticlinal structure interpreted to be a basin floor turbidite fan sandstone complex trapped against the frontal thrust of the fold-belt, with estimated Pmean Prospective Gas Resources of 6.7 Tcf. Overall Prospective Resources in SC 80 from the Mitra Energy CPR for five key prospects amount to 10.1 Tcf of gas and 247 MMbbls of associated liquids.

SC 81 lies adjacent and to the south of SC-80 and encompasses both a slope clastic play and a shallow water shelf play. On the slope trend in SC-81, two wells have demonstrated the presence of hydrocarbons, but Sunda and its joint venture partners consider these were poorly located on vintage seismic data, missing key target areas where seismic amplitude anomalies are likely to be indicative of hydrocarbons. Five discovered fields in the neighbouring Malaysian waters adjacent to SC 81 illustrate the gas potential of the block.

The geological environment of the two new Service Contracts, the presence of extensive 3D seismic data, and good calibration from a number of wells, make this area ideal for the deployment of modern seismic imaging technologies. The significant earlier investments made by prior operators in these data create a great opportunity for Sunda and its joint venture partners to deploy special processing techniques to properly delineate the gas discoveries and further de-risk the material exploration prospectivity. If successful, this low-cost approach should reveal high impact appraisal and exploration targets for farmout and future drilling.

The commitment work programmes in the early stages of the 7-year exploration term consist principally of seismic reprocessing and desktop studies, with two optional wells in each Service Contract in the final 3 years. Commitments in the first two-year sub-phase of the PSC for the two blocks consist of 3D and some 2D seismic reprocessing and associated geological studies. Operator Tetragon has commenced these Phase One activities in close collaboration with Sunda and the other joint venture partners.

 

Peru

In April 2022, the Company requested the relinquishment of Licence Block XXI in Peru, a legacy asset dating from an earlier, Latin-America focused strategy. Licence Block XXI had been largely under Force Majeure for a variety of reasons since 2017. Sunda continues to own a Peruvian subsidiary, Gold Oil Peru S.A.C., and is working with local legal counsel regarding steps to complete its exit from Peru.

New Business

Following its pivot to Southeast Asia in 2024, Sunda adopted a New Venture strategy focused on the region. The Company continues to seek opportunities to strengthen and diversify its upstream portfolio, with the goal of transforming the Company into a robust regional operator with assets and growth options that have the potential to create material shareholder value.

The Company has a focused approach to new business, shepherding limited resources in capital and personnel, whilst leveraging its competitive advantages in the Asia-Pacific region. These include an experienced team that has extensive regional knowledge and is reputed for its high technical and operating standards, and strong relationships with governments and industry peers. Sunda sees quality opportunities of scale across the region and is focused on target asset types that can be categorised as follows:

·      large, low-risk "Chuditch-type" gas exploration and appraisal assets, which have been significantly de-risked by earlier industry activities;

·      infrastructure or market-led opportunities, typically onshore or in shallow waters, where resources sizes may be smaller, but with material value and shorter timelines to monetisation;

·      production assets that are identified as accessible and value-additive.

 

It is in the context of these themes that the Philippines' Service Contracts were secured and, subsequent to the reporting period, the announcement on 8 April 2026 of the material conditional acquisition of a portfolio of production assets with upside in New Zealand.

New Zealand

The announcement of the conditional acquisition of Matahio NZ is a transformational milestone for Sunda, taking the company on a pathway to becoming a significant production company with cashflow generation at a time of heightened commodity prices and energy security concerns.

The acquisition brings to Sunda 100% of five production and exploration permits located onshore in the Taranaki Basin on the west coast of New Zealand's North Island. These comprise three petroleum mining permits (PMPs) known as Cheal (PMP 38156), Cheal East (PMP 60291) and Sidewinder (PMP 53803), plus one petroleum exploration permit (PEP), known as Puka (PEP 51153). A fifth property (Supplejack, PMP 60454) is currently undergoing decommissioning ahead of formal relinquishment. Cheal has been in production since 1995, with Sidewinder coming online in 2011. The combined average production from these assets in 2025 was 1,028 boepd. Oil is sold at a price that is referenced to Brent and other regional markers, with liftings every 2-3 months.

In summary, following the successful completion of the acquisition (expected during Q3 2026), Sunda will acquire:

·      approximately 1,000 boepd production (c. 80% oil and 20% gas);

·      material cashflow generation anticipated from existing production and growth plans;

·      2P Reserves of 2.6 MMboe and 2C Contingent Resources of 0.5 MMboe;

·      2U Prospective Resources of 5.8 MMboe, including near-term, low-risk drilling of the Oru exploration prospect;

·      a highly capable, experienced operating team;

·      multiple infield development and field re-start opportunities;

·      a successful pilot gas storage project and additional revenues from third-party gas processing

Commercial terms for the acquisition of Matahio NZ were negotiated in Q4 2025 and early Q1 2026, before the significant increases in oil prices experienced in early 2026 as a result of events in the Middle East. The effective date of the transaction was agreed to be as 1 January 2026 thus ensuring that the Group will benefit from these higher oil prices. Through this acquisition, the Company is securing a portfolio of New Zealand production, development and exploration assets that are complementary to our existing interests in Timor-Leste and the Philippines. The Acquisition is conditional, inter alia, on New Zealand government approval for the change of control, which is expected to be granted around September 2026.

Consideration for the acquisition of Matahio NZ consists of a firm component, expected to be between US$8.0 million and US$14.0 million, and a contingent element expected to be between US$1.0 million and US$13.0 million, mostly related to a successful outcome of planned exploration drilling at Oru. The payment structure is phased, with the final payment date estimated to fall in Q3 2027.

 

Corporate and Social Responsibility ("CSR")

 

Sunda is committed to being a good corporate citizen everywhere that it operates and considers it important for our host countries, and for our business, to contribute to the development of skills in those countries, through an impactful CSR programme. As such, our focus is on initiatives that bring improvements to education and the sharing of knowledge and experience.

The Company's efforts as a corporate citizen are most developed within Timor-Leste, where the Company has been operating for the longest period. The Company's office is staffed solely by Timorese nationals. Personnel are provided with training, on-the-job mentoring and broad opportunities to gain real experience in an active operating company. The Company is also embedded within the business landscape of Timor-Leste and, where practical, prioritises local service providers.

The Company also actively undertakes various initiatives to develop the capabilities of the Timorese geological community, through continuing relationships with local universities and professional organisations. During 2025, we continued to sponsor the activities of the Timor-Leste Student Chapter of the Society of Petroleum Engineers ("SPE"), including sponsoring a student on a developmental trip to Perth, Australia. SundaGas also was a key founding sponsor of, and Company personnel actively participate in, the new full Timor-Leste SPE Chapter.

During the first half of 2025, in liaison with the Ministry of Education, the Company rebuilt a pre-school for the community in Manleuana on the south side of Dili, the capital of Timor-Leste. Facilities at this pre-school were in poor condition and so SundaGas, in collaboration with NGO 'Educating the Future', engaged a local contractor to demolish the old buildings and construct a new school. A contract was awarded in January 2025, and the new pre-school buildings were officially opened in June 2025.

The Company will outline its corporate citizenship efforts in the Philippines and New Zealand in due course as its presence in these areas matures. The Company notes that in New Zealand, Matahio NZ runs an effective programme of community support and engagement, and Sunda looks forward to continuing this approach.

Conclusions

2025 was a year of challenge for Sunda, but also a year in which the Company embarked on a broadening and rebalancing of its portfolio to ensure a more robust platform for growth. Between the high impact exploration opportunities captured in the Philippines, the material gas resources to appraise and develop at Chuditch in Timor-Leste and, in 2026, the ongoing acquisition of an established production business with significant upside in New Zealand, the Company is building a platform that has considerable potential for sustained growth and value creation.

Note of Appreciation

I extend my thanks to all who have contributed to the progress Sunda is making corporately and in the development of its portfolio of assets. These stakeholders include my fellow directors, shareholders, advisors and our hard-working and dedicated teams. I also thank our various joint venture partners and host governments for their strong collaborative approach to developing assets in each of our operating countries. My fellow directors and the Company's executive leadership are firmly committed to honouring the trust placed in us by striving for operational excellence and relentlessly pursuing long term success to the benefit of all Sunda's stakeholders.

 

 

Gerry Aherne

Non-executive Chair

29 May 2026

 

CONSOLIDATED INCOME STATEMENT

 

 

for the year ended 31 December 2025

 

 










Notes

2025

2024





£'000

£'000

Revenue

 



                               -

                         -

Cost of sales




                               -

                        -





 


Gross profit

 



                               -

                             -  







Exploration and evaluation expenditure



3

(334)

(170)

Property, plant and equipment depreciation



9

(33)

(37)

Peru closure costs




(13)

(6)

Administration expenses



3

(1,929)

(2,222)

Recovery of historic costs on farm-out




                               -

                        221

Gain/(loss) on exchange



3

(43)

                          15





 


Operating loss



3

(2,352)

(2,199)







Finance cost



6

(505)

(2)

Finance income



6

19

152





 








Loss on ordinary activities




(2,838)

(2,049)







Income tax expense



7

                               -

                               -

 












Loss for the year




(2,838)

(2,049)

 












Earnings per ordinary share - continuing

 


8



   Basic




(0.01p)

(0.008p)

   Diluted




(0.01p)

(0.008p)

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


for the year ended 31 December 2025










2025

2024





£'000

£'000

 






Loss for the year



(2,838)

(2,049)

  






Other comprehensive income: items which may subsequently be reclassified to profit and loss

 



Exchange difference on translating foreign operations



(442)

80

 






Total comprehensive loss for the year




(3,280)

(1,969)







Total comprehensive loss attributable to






 Owners of the parent



 

(3,280)

(1,969)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

at 31 December 2025






 







 




Notes

2025

2024

 





£'000

£'000

 

Assets

 





 

Non current assets

 





 

Property plant and equipment


9

                          56

                          28

 

Intangible fixed assets



10

                    7,149

                     5,059

 





7,205

5,087

 







 

Current assets

 





 

Trade and other receivables



12

95

86

 

Performance bond guarantee deposit


13

1,486

1,596

 

Cash and cash equivalents



14

328

3,171

 





1,909

4,853

 







 

Total assets




9,114

9,940

 







 

Equity and liabilities

 





 

Capital and reserves attributable to owners of the parent

 



 

Share capital



16

7,869

6,378

 

Share premium account




40,640

40,242

 

Share-based payment reserve




405

338

 

CLN warrant valuation reserve




388

-

 

Foreign exchange translation reserve




353

795

 

Accumulated losses




(41,015)

(38,434)

 

Total equity




8,640

9,319

 







 

Current liabilities

 





 

Trade and other payables



15

433

597

 

Taxes payable



15

17

16

 







 





450

613

 







 

Non-current liabilities

 





 

Financial liabilities



15

24

8

 







 

Total equity and liabilities




9,114

9,940

 







 

The financial statements were approved and authorised for issue by the Board of Directors on 29 May 2026 and were signed on its behalf by:







 







 







 







 

Director



Director  



 

G Aherne



A Butler



 







 

Company number: 05098776






 

 

 

COMPANY STATEMENT OF FINANCIAL POSITION

at 31 December 2025




 


 




 


 



Notes

2025

2024





£'000

£'000

Assets

 





Non current assets

 





Property plant and equipment


9

9

19

Intangible fixed assets



10

                          61

                             -

Investments



11

11,235

8,878











11,305

8,897

Current assets

 





Trade and other receivables



12

97

58

Cash and cash equivalents



14

237

2,379











334

2,437







Total assets




11,639

11,334







Equity and liabilities

 





Capital and reserves




Share capital



16

7,869

6,378

Share premium




40,640

40,242

Share-based payment reserve




405

                        338

CLN warrant valuation reserve




388

-

Accumulated losses




(37,956)

(35,731)







Total equity




11,346

11,227







Current liabilities

 





Trade and other payables



15

276

83

Taxes payable



15

17

16











293

99







Non-current liabilities

 





Financial liabilities



15

                             -

                            8







Total equity and liabilities




11,639

11,334







As permitted by section 408 of the Companies Act 2006, the Company's income statement has not been included in these financial statements. The loss of the Company for the year was £2,482,000 (2024: loss of £1,273,000).













The financial statements were approved and authorised for issue by the Board of Directors on 29 May 2026 and were signed on its behalf by:

























Director



Director  



G Aherne



A Butler









Company number: 05098776






 

 

 

CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY

 

 

for the year ended 31 December 2025

 

 













Share-based

CLN warrant

Foreign exchange



Share

Share

Accumulated

payment

valuation

translation

Total


capital

premium

losses

reserve

reserve

reserve

equity

Group    

£'000

£'000

£'000

£'000

£'000

£'000

£'000

As at 1 January 2024

4,746

38,881

(36,406)

319

                             -  

715

8,255









Issue of new shares

      1,632

    1,632

                 -  

                   -  

          -  

           -  

3,264

Share issue costs

          -  

(271)

          -  

      -  

              -  

            -  

(271)

Transactions with owners

         1,632

     1,361

            -  

         -  

          -  

          -  

 2,993

Loss for the year attributable to equity shareholders

                              -  

                             -  

(2,049)

                             -  

                             -  

                             -  

(2,049)

Share based payments

    -  

      -  

             -  

   40

             -  

         -  

           40

Share-based payment reserve released on palse of options

                              -  

                             -  

                               21

(21)

                             -  

                             -  

                               -

Foreign exchange translation adjustments

                              -  

 .

                                -  

                             -  

                             -  

80

80

Total comprehensive income for the period

                              -  

                             -  

                         (2,028)

                            19

                             -  

                            80

(1,929)

As at 1 January 2025

6,378

40,242

(38,434)

338

-

795

9,319









Issue of new shares

       710

       -  

       -  

              -  

-  

             -  

710

Conversion of convertible loan notes

                           781

                          467

-

-

-

-

1,248

Share issue costs

             -  

(69)

                -  

            -  

         -  

        -  

(69)

Transactions with owners

                        1,491

                          398

                                -  

                             -  

                             -  

                             -  

                       1,889

Loss for the year attributable to equity shareholders

                              -  

                             -  

(2,838)

                             -  

                             -  

                             -  

(2,838)

Share based payments

     -  

            -  

         -  

        324

         -  

      -

        324

Share-based payment reserve released on lapse of options

                              -  

                             -  

                             257

(257)

                             -  

                             -  

                               -

Value of warrants granted on conversion of Loan Notes into equity

                              -  

                             -  

                                -  

                             -  

388

                             -  

                          388

Foreign exchange translation adjustments

                              -  

                             -  

                                -  

                             -  

                             -  

(442)

(442)

Total comprehensive income for the period

                              -  

                             -  

                         (2,581)

                            67

                          388

                        (442)

(2,568)









As at 31 December 2025

7,869

40,640

(41,015)

405

388

353

8,640


 

CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2025 - continued





Share-based

CLN warrant



Share

Share

Accumulated

payment

valuation

Total


capital

premium

losses

reserve

reserve

equity


£'000

£'000

£'000

£'000

£'000

£'000

Company    







As at 1 January 2024

4,746

38,881

(34,479)

            319

               -

9,467








Issue of new shares

1,632

1,632

              -

                  -

        -

3,264

Share issue costs

         -

(271)

              -

            -

            -

(271)

Transactions with owners

1,632

1,361

         -

                 -

         -

2,993








Loss for the year

     -

            -

(1,273)

            -

      -

(1,273)

Share based payments

                 -

             -

            -  

             40

         -

40

Share-based payment reserve released n lapse of options

              -

                   -

21

(21)

      -

-

Total comprehensive income for the period

                               -

                                  -

(1,252)

19

-

(1,233)








As at 1 January 2025

6,378

40,242

(35,731)

338

-

11,227








Issue of new shares

710

                                -  

                               -

                               -

                               -

710

Conversion of convertible loan notes

781

467

                               -

                               -

                               -

1,248

Share issue costs

-

(69)

               -

        -

          -

(69)

Transactions with owners

1,491

398

               -

          -

              -

1,889

Loss for the year

           -

              -

(2,482)

                   -

              -

(2,482)

Share based payments

     -

              -

     -

        324

     -

324

Share-based payment reserve released on lapse of options

                               -

                                  -

                          257

(257)

                               -

-

Value of warrants granted on conversion of Loan Notes into equity

                               -

-

                               -

-

                          388

388

Total comprehensive income for the period

                               -

-

(2,225)

                            67

                          388

(1,770)








As at 31 December 2025

7,869

40,640

(37,956)

405

388

11,346

 

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses.

Accumulated losses represent the cumulative loss of the Group attributable to equity shareholders.

Share-based payment reserve represents the total of amounts charged to the Income Statement in respect of options granted that remain outstanding at the period end.

CLN warrant valuation reserve arises from the fair value of warrants granted on the issue of Convertible Loan Notes.

Foreign exchange translation occurs on consolidation of the translation of the subsidiaries balance sheets at the closing rate of exchange and their income statements at the average rate.


 

 CONSOLIDATED STATEMENT OF CASH FLOWS

 


for the year ended 31 December 2025















Notes

2025

2024

 

 



£'000

£'000







Operating activities

 



(2,260)

(1,677)







Investing activities

 





Return from investment



19

152

Performance bond guarantee deposit repaid



               -

          792

Performance bond guarantee deposit paid out



-

(1,569)

Additions to exploration and evaluation assets


10

(2,343)

(1,738)

Part disposal of exploration and evaluation asset



-

          498

Acquisition of tangible assets



-

(9)

Disposal of tangible assets




-

              2







 Net cash (outflow) from investing activities




(2,324)

(1,872)







Financing activities

 





Net proceeds from issue of share capital


16

             640

              2,993

Net proceeds from issue of Convertible Loan Notes


17

1,135

-

Lease financing



(34)

(33)






 Net cash inflow from financing activities




1,741

2,960







Net cash outflow




(2,843)

(589)







Cash and cash equivalents at the beginning of the year


14

3,171

3,760







Cash and cash equivalents at the end of the year


14

328

3,171

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 




for the year ended 31 December 2025 (continued)










Note to the Consolidated Statement of Cash Flows

 














2025

2024

 

 



£'000

£'000

Operating activities

 





Loss for the year



(2,838)

(2,049)

Depreciation, amortisation and impairment charges



33

37

Share based payments




                324

                   40

Finance income shown as an investing activity



               (19)

(152)

Non-cash finance cost




             501

-

Interest on lease liability



                         4

                     2

Foreign exchange translation




(77)

9







Operating cash outflows before movements in working capital



(2,072)

(2,113)







(Increase)/decrease in receivables



(9)

5

(Decrease)/increase in payables



(179)

431







Net cash outflows from operating activities



(2,260)

(1,677)







 

 

NOTES TO THE FINANCIAL STATEMENTS

 

General Information

Sunda Energy Plc is a public limited company incorporated in England and Wales and quoted on the AIM market of the London Stock Exchange. The address of the registered office is disclosed on page 2. The principal activity of the Group is described in the Strategic Report on page 10.

(1)      Significant accounting policies

            The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

 

Going concern basis

The Directors have prepared a cash flow forecast covering the period to 30 June 2027 which contains certain assumptions about the development and strategy of the business. The Directors are aware of the risks and uncertainties facing the business and the assumptions used are the Directors' best estimate of its future development.

The Group cash flow forecast assumes that the acquisition of Matahio NZ completes in September 2026. The Company secured a CLN of £4.25 million to fund the acquisition. £1.25 million of the CLN has been drawn. The remaining £3 million contains draw down restrictions, including minimum market capitalisation of the Company and minimum trading volume. In the event that these restrictions take effect, the investor and the Company may mutually agree to waive the restriction(s). However, there is no guarantee that the investor will consent. The cash flow forecast demonstrates that the New Zealand assets are self-funding and will generate free cash flow at the current forward oil price curve.

The Group has submitted a request on 9 March 2026 to ANP to extend the current contract period of the PSC (which expires on 18 June 2026) to enable SundaGas to secure a drilling rig in collaboration with Finder. In order to substantially finance the Chuditch-2 well, the Group has been in discussions with Timor GAP to farm out an additional material working interest in the PSC on similar terms agreed in April 2025. Further capital required will be sourced from Group free cash flows, equity capital, a new working capital facility or a further farm down.

The cash flow forecast has been prepared on certain assumptions, the most significant of which are the acquisition of Matahio NZ will complete, the full drawdown of the CLN, a working capital facility will be entered into with respect to the New Zealand assets and the farmin with TIMOR GAP will conclude and further funding required to drill the Chuditch-2 will be secured.  On the basis of the assumptions made in the cash flow forecast, the Group will have sufficient funds to pay its share of drilling costs of Chuditch -2 as well as operational overheads of the Group for the period to 30 June 2027.

The Directors are confident of their ability to raise additional funds through new placing of shares or through other means, however there is no certainty that such fundraising will be successful.  Similarly, if certain assumptions made in the forecast are not achieved then additional funds may be required.  The Directors are confident that any cash shortfall can be met through the actions described above.

These conditions indicate that there is a material uncertainty which may cast significant doubt over the Group and Company's ability to continue as a going concern.

After considering the forecasts and the risks, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. The financial statements do not include any adjustments that would result if the Group was unable to continue as a going concern.

 

            Basis of preparation

The group financial statements have been prepared in accordance with UK adopted International Accounting Standards and IFRIC interpretations issued by the International Accounting Standards Board (IASB) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The group financial statements have been prepared under the historical cost convention modified in respect of the presentation of certain financial assets at fair value. The principal accounting policies adopted are set out below.

The separate financial statements of the Company are presented in accordance with Financial Reporting Standard 101 - "Reduced Disclosure Framework" and the Companies Act 2006. They have been prepared under the historical cost convention, modified in respect of the revaluation of certain financial assets at fair value.

The financial statements are presented in Pounds Sterling and have been rounded to the nearest thousand (£'000).

 

FRS 101 Disclosure exemptions adopted

In preparing these financial statements, the Company has taken advantage of certain exemptions available under FRS 101. Therefore the Company financial statements have taken exemption from:

→ The requirements of IFRS 7 Financial Instruments: Disclosures, as equivalent disclosures are included in the consolidated financial statements of the Group in which the entity is consolidated.

→ The requirements of paragraphs 10(d) and 111 (statement of cash flows), 134 to 136 (managing capital), and 16 (statement of compliance with IFRS) of IAS 1 Presentation of Financial Statements.

→ The requirements of IAS 7 Statement of Cash Flows and related notes.

→ The requirements of paragraph 17 of IAS 24 Related Party Disclosures.

→ The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

Changes in accounting policies and disclosures

 

Adoption of new and revised standards 

a)    The impact of new IFRSs adopted during the year

During the year the Group adopted the following IFRS amendments and standards which were effective for the first time in periods commencing on or after 1 January 2025: 

·      IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendments) - Lack of exchangeability (1 January 2025) 

The above was considered not to have a material impact. 

 

b)    New standards, interpretations and amendments not yet effective

The following IFRSs and amendments have been issued by the IASB but are not effective until a future period, with timing expected to be from periods commencing with the date indicated. 

·      Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments) (1 January 2026)  

·      Annual Improvements to IFRS Volume 11 (Amendments to IFRS 1 First-Time Adoption of IFRS; IFRS 7 Financial Instruments Disclosures; IFRS 9 Financial Instruments; IFRS 10 Consolidated Financial Statements and IAS 7 Statement of Cash Flows) (1 January 2026)  

·      Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 36 and IAS 37 - Disclosures about Uncertainties in the Financial Statements (1 January 2027)* 

·      IFRS 18 Presentation and Disclosure in Financial Statements (1 January 2027)

·      IFRS 19 Subsidiaries without Public Accountability: Disclosures (1 January 2027) * 

*Not yet endorsed by the UK Endorsement Board. 

 

The Board are currently assessing the impact of these new amendments on the Group's financial reporting for future periods.  However, the Board does not expect any of the above to have a material impact on future reporting except for IFRS 18 which is expected to result in changes in the presentation of certain primary financial statements. 

 

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries using the acquisition method of accounting.

Subsidiaries

Subsidiaries are all entities over which Sunda Energy Plc is exposed, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

                Impairment of non-financial assets

At each statement of financial position date, the Group reviews the carrying amounts of its tangible and intangible 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 the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

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 its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a re-valued 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 (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so 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 (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised as income immediately, 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.

 

Intangible Assets

Oil and gas assets: exploration and evaluation

The Group has continued to apply the 'successful efforts' method of accounting for Exploration and Evaluation ("E&E") costs, having regard to the requirements of IFRS 6 'Exploration for the Evaluation of Mineral Resources'.

The successful efforts method means that only the costs which relate directly to the discovery and development of specific oil and gas reserves are capitalised. Such costs may include costs of licence acquisition, technical services and studies, seismic acquisition; exploration drilling and testing; and where appropriate salary and related costs of directors and employees, but do not include costs incurred prior to having obtained the legal rights to explore the area. Under successful efforts accounting, exploration expenditure which is general in nature is charged directly to the income statement and that which relates to unsuccessful drilling operations, though initially capitalised pending determination, is subsequently written off. Only costs which relate directly to the discovery and development of specific commercial oil and gas reserves will remain capitalised and to be depreciated over the lives of these reserves. The success or failure of each exploration effort will be judged on a well-by-well basis as each potentially hydrocarbon-bearing structure is identified and tested. Exploration and evaluation costs are capitalised within intangible assets. Costs incurred prior to obtaining legal rights to explore are expensed immediately to the income statement.

All lease and licence acquisition costs, geological and geophysical costs and other direct costs of exploration, evaluation and development are capitalised as intangible or property, plant and equipment according to their nature. Intangible assets comprise costs relating to the exploration and evaluation of properties which the Directors consider to be unevaluated until reserves are appraised as commercial, at which time they are transferred to tangible assets as 'Developed oil and gas assets' following an impairment review and depreciated accordingly. Where properties are appraised to have no commercial value, the associated costs are treated as an impairment loss in the period in which the determination is made.

Costs are amortised on a field-by-field unit of production method based on commercial proven and probable reserves, or to the expiry of the licence, whichever is earlier.

The calculation of the 'unit of production' amortisation takes account of the estimated future development costs and is based on the current period and un-escalated price levels. Changes in reserves and cost estimates are recognised prospectively.

E&E costs are not amortised prior to the conclusion of appraisal activities.

 

Accounting for farm-outs

During the preceding period, the Group completed a farm-out transaction of its main exploration asset which resulted in the receipt of funds in respect of back costs, and also contributions to future costs by the farminee. The back costs received in respect of amounts previously capitalised as an exploration asset were credited to the carrying value of the asset on a no gain, no loss basis. Those back costs attributable to administration costs previously expensed are shown as a gain in the Income Statement. Post farm-out cost recoveries from the farminee are be offset against the relevant costs charged to the exploration asset and administration costs as appropriate.

 

Investments in subsidiaries

Investments are stated at cost less provision for any impairment in value.

 

Financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transactions costs, except as described below. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.

 

Trade and other receivables

            Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired.

 

Performance bond and bank guarantee deposits

From time to time, the Group provides performance guarantees in respect of contractual work commitments which are secured by bank guarantees backed by cash deposits. As these funds are not available for use by the Group, they are presented as a separate financial asset.  The presentation as current or non-current is based on the Group's assessment of the expected realisation date as at the reporting date.

 

 

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less.

               

                             Taxation

Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit or loss for the year.  Taxable profit or loss differs from profit or loss as reported in the same income statement because it excludes items of income or expense that are taxable or deductible in other periods 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 statement of financial position date.

Deferred tax

Deferred tax is recognised 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 generally 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 (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax is reviewed at each statement of financial position 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 realised.  Deferred tax is charged or credited to income statement, 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 there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

 

Trade and other payables

Trade payables are not interest bearing and are stated at their nominal value. Trade and other payables are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

 

Convertible loan notes

Convertible loan notes issued by the Group are assessed in their entirety at the date of issue to determine whether they contain both liability and equity components.

On initial recognition, the consideration received is allocated to the individual components of the instrument based on their relative fair values. Where the aggregate fair value of the separately identifiable components exceeds the proceeds received, the difference is recognised immediately in profit or loss as a day‑one finance cost.

The liability component, where it gives rise to contractual cash flows that represent solely payments of principal and interest on the principal amount outstanding, is measured initially at fair value. This is determined by discounting the contractual cash flows using the market rate of interest applicable to a comparable instrument without a conversion feature. The liability component is subsequently measured at amortised cost using the effective interest method.

Where the conversion feature or any associated warrants fail the fixed‑for‑fixed equity criterion, and the terms of such warrants are not fixed at the date of issue, these are recognised as derivative financial liabilities at fair value through profit or loss.

Warrants that are contingently issuable upon conversion of the loan notes, and whose exercise price or number of shares is not fixed at initial recognition, are measured at fair value on issue and at each reporting date. Upon conversion of the loan notes and issuance of warrants with fixed exercise terms, the derivative liability is derecognised and reclassified to equity and not subsequently remeasured.

Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the Group at the statement of financial position date approximated their fair values, due to the relatively short-term nature of these financial instruments.

 

Share-based compensation

The fair value of the employee and suppliers' services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.

 

Equity instruments

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds.

Lease accounting

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate.

 

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

 

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

 

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

 

Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account.

 

On the statement of financial position, lease liabilities have been included in current and non-current liabilities.

 

Foreign currencies

i)                  Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates (the functional currency), which is Pounds Sterling (£). The financial statements are presented in Pounds Sterling (£), which is the Group's presentation currency.

ii)                 Transactions and balances

Foreign currency transactions are translated into the presentational currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

iii)                Group companies

The results and financial position of all Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(a)                 assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

(b)                 income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

(c)                 all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale.

 

Management of capital

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to raise new equity finance and debt sufficient to meet the next phase of exploration and where relevant development expenditure.

The Board receives cash flow projections on a regular basis as well as information on cash balances. The Board will not commit to material expenditure in respect of its ongoing appraisal work prior to being satisfied that sufficient funding is available to the Group to finance the planned programmes.

Dividends cannot be issued until there are sufficient reserves available.

 

Critical accounting judgements and key sources of estimation uncertainty

 

The preparation of the consolidated financial statements requires management to make estimates and assumptions concerning the future that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The resulting accounting estimates will, by definition, differ from the related actual results.

Carrying value of intangible exploration and evaluation assets

Valuation of oil and gas properties: judgements regarding timing of regulatory approval, the general economic environment, and the ability to finance future activities has an impact on the impairment analysis of intangible exploration and evaluation assets. All these factors may impact the viability of future commercial production from unproved properties and therefore may be a need to recognise an impairment. The timing of an impairment review and the judgement of when there could be a significant change affecting the carrying value of the intangible exploration and evaluation asset is a critical accounting judgement in itself.

The Board also assesses potential impairment of the Company's net investment in subsidiaries by reference to the same judgements around the circumstances of the Group's oil and gas exploration projects.  At year end the Group's exploration assets which the board reviewed for impairment were carried at £7.1m and the Company's net investment in subsidiaries was held at £11.2m.  As a result, in accordance with IAS36, an impairment assessment was carried out in relation to the Company's net investment in subsidiaries carrying value by reference to the fair value of the main underlying asset, the Chuditch field. The directors determined that the fair value equates to the estimated economic value shown in the Company's modelling which far exceeds the carrying value and, as a result, there is no requirement for impairment.  Further details are given in Notes 10 and 11 respectively.

 

Commercial reserves estimates

 

Oil and gas reserve estimates: estimation of recoverable reserves include assumptions regarding commodity prices, exchange rates, discount rates, production and transportation costs all of which impact future cashflows. It also requires the interpretation of complex geological and geophysical models in order to make an assessment of the size, shape, depth and quality of reservoirs and their anticipated recoveries. The economic, geological and technical factors used to estimate reserves may change from period to period. Changes in estimated reserves can impact developed and undeveloped property carrying values, asset retirement costs and the recognition of income tax assets, due to changes in expected future cash flows.

 

2. Segmental information

 





 

In the opinion of the Directors the Group has one class of business, being the exploration, appraisal and early development of oil and gas assets, and other related activities.







The Group's primary reporting format is determined to be the geographical segment according to the location of the oil and gas asset. There are currently three geographic reporting segments: South East Asia where production, development and exploration activity is being assessed, South America, which has previously been involved in production, development and exploration activity but is now being phased out, and the United Kingdom being the head office.







Exploration and appraisal year ended 31 December 2025

 



United

South

South East

 



Kingdom

America

Asia

Total

 


£'000

£'000

£'000

£'000

Revenue


                 -  

                      -  

              -  

                -

Cost of sales


                    -  

                 -  

           -  

                   -







Gross profit


                     -  

                      -

              -

                 -







Exploration and evaluation expenditure

-

                     -

(334)

(334)

Property, plant and equipment depreciation

(9)

                   -  

(24)

(33)

Peru closure costs


                     -

(13)

                  -

(13)

Administration expenses


(1,492)

(1)

(436)

(1,929)

Gain on exchange


(39)

                      -

(4)

(43)







Loss before interest and taxation

(1,540)

(14)

(798)

(2,352)







Finance cost


(501)

                  -  

(4)

(505)

Finance income


19

               -

                  -

19







Loss on ordinary activities


(2,022)

(14)

(802)

(2,838)

Income tax expense


                               -

                                  -

                               -

                             -  







Loss after taxation


(2,022)

(14)

(802)

(2,838)







Assets and liabilities

 





Segment assets


91

                   -

8,695

          8,786

Cash and cash equivalents


238

                     -

              90

            328







Total assets


329

                     -

       8,785

          9,114







Segment liabilities


276

                 1

180

     457

Current tax liabilities


               17

               -  

              -

                17







Total liabilities


293

                    1

     180

            474







Other segment items

 





Capital expenditure


-

                   -

           2,405

            2,405

Depreciation, amortisation and impairment charges

9

                                  -

                            24

33













 

 

2. Segmental information (continued)





 





Exploration and appraisal year ended 31 December 2024

 



United

South

South East




Kingdom

America

Asia

Total

 


£'000

£'000

£'000

£'000

Revenue


                               -

                                  -

                               -

                               -

Cost of sales


                               -

                                  -

                               -

                               -







Gross profit


                               -

                                  -

                               -

                               -







Exploration and evaluation expenditure

(45)

-

(125)

(170)

Property, plant and equipment depreciation

(10)

-

(27)

(37)

Peru closure costs

-

(6)

             -

(6)

Recovery of historic costs on farm-out


-

-

             221

221

Administration expenses


(1,476)

(3)

(743)

(2,222)

Loss on exchange


17

                   -

(2)

15







Loss before interest and taxation


(1,514)

(9)

(676)

(2,199)







Finance costs


(1)

                 -

(1)

(2)

Finance income


149

               3

                -

152







Loss on ordinary activities


(1,366)

(6)

(677)

(2,049)

Income tax expense


                               -

                                  -

                               -

                             -  







Loss after taxation


(1,366)

(6)

(677)

(2,049)







Assets and liabilities

 





Segment assets


77

           -  

   6,692

6,769

Cash and cash equivalents


2,379

-

             792

3,171







Total assets


2,456

-

           7,484

9,940







Segment liabilities


84

                  1

           520

605

Current tax liabilities


           16

             -  

            -  

16







Total liabilities


100

1

              520

621







Other segment items

 





Capital expenditure


             22

                  -  

     1,742

1,764

Depreciation, amortisation and impairment charges


             10

                -  

             27

37







 

 

3. Operating loss

 



2025

2024





£'000

£'000

The operating loss is stated after charging:












Auditor's remuneration






  Audit of group and company financial statements - current year



40

38

  Audit of group and company financial statements - prior year



11

                       6

  Non-audit services: Tax compliance




7

5

  Non-audit services: Other assurance services




3

2

Exploration and appraisal expenditure




              334

            170

Depreciation of property, plant and equipment




              33

                  37

Loss/(gain) on exchange




43

(15)



















The analysis of development and administrative expenses in the consolidated income statement by nature of expense is:





2025

2024





£'000

£'000

Employee benefit expense




1,051

1,001

Share based payments




                   324

                  40

Exploration and appraisal expenditure




334

              170

Depreciation, amortisation and impairment charges



33

37

Legal and professional fees




694

911

Recovery of historic costs on farm-out




                -

(221)

Peru closure costs




13

                     6

Loss/(gain) on exchange




43

(15)

Other expenses/(expenses recovered)




(140)

270











2,352

2,199

 

4. Staff numbers and cost

 





The average number of persons employed by the Group (including directors) during the year, analysed by category, were as follows:



2025

2024

 


Group

Company

Group

Company



Number

Number

Number

Number

 






Directors


5

5

5

5

Technical and production


1

                 -

                   4

               -

Administration


5

1

                  3

1

Total


11

6

12

6







The aggregate payroll costs of these persons were as follows:

£'000

£'000

£'000

£'000

Wages and salaries


          283

               65

327

61

Directors' fees, salaries and benefits


710

710

297

297

Share based payments


          324

           324

        40

              40

Severance payments


               -

                 -

         299

           299

Social security costs


58

46

84

70

Total


1,375

1145

1047

767

 

 

5. Directors' remuneration

 



2025

2024





£'000

£'000

 






Directors' remuneration




710

297

Compensation for loss of office




                      -

              299

Share based payments




241

                  30

Total




951

626







Management fees paid to an entity in which a director is a shareholder are disclosed in note 24 on page 71.







No directors benefitted from pension contributions in 2025 or 2024.







Highest paid director emoluments and other benefits are as listed below.





2025

2024





£'000

£'000

Remuneration and benefits




327

59

Compensation for loss of office




                   -

               278

Share based payments




141

                 30

Total




468

367







Total remuneration in respect of key management personnel was as follows.





2025

2024





£'000

£'000

Short-term benefits




710

401

Termination benefits




                       -

                317

Share-based payments




241

               40

Total




951

                       758













6. Finance income and expenses



2025

2024





£'000

£'000

Bank and other interest received




19

152

Interest on lease liability



(4)

(6)

Finance costs in respect of convertible loan notes *



(501)

-

Total




(486)

                  146

*  see note 17 on page 63.

 

7. Income tax expense

 



2025

2024

 




£'000

£'000

The tax charge on the loss on ordinary activities was:











UK Corporation Tax - current




                     -

                     -

Foreign taxation




                      -

              -











                  -

                  -







The total charge for the year can be reconciled to the accounting result as follows:



 

 



2025

2024

 




£'000

£'000

Loss before tax

 





Continuing operations




(2,838)

(1,712)







Tax at blended group rate of 27.4% (2024: 26.9%)


(776)

(478)







Effects of:






Expenses not subject to tax




48

127

Movement on capital allowances




22

(91)

Increase in tax losses




706

442







Tax expense




                               -

                               -













At 31 December 2025, the Group had estimated tax losses of £46,415,000 (2024 - £42,844,000) to carry forward against future profits. The potential deferred tax asset on these tax losses at a blended group rate of 29.4% of £13,625,000 (2024: at 29.5%, £12,626,000) has not been recognised due to uncertainty over the timing and existence of future taxable profits.  The current tax reconciliation has been prepared using a blended rate of 27.4% (2024: 26.9%) based on prevailing headline taxation rates as applied to the group's taxable entities in the year.  The rate assessed for the unrecognised deferred tax asset reflects management's best estimate of the applicable rates which would apply to oil and gas revenues in the group's respective countries of operation.

 



















8. Earnings per share

 









2025

2024

Loss per ordinary share






- Basic




(0.010p)

(0.008p)

- Diluted




(0.010p)

(0.008p)













Earnings per ordinary share is based on the Group's loss attributable to owners of the parent for the year of £2,838,000 (2024: £2,049,000).

 

The weighted average number of shares used in the calculation is the weighted average ordinary shares in issue during the year of 27,953,636,223 (2024: 24,440,616,024).

 







Due to the Group's results, the diluted earnings per share was deemed to be the same as the basic earnings per share for that year.

 

 

 

9. Property, plant and equipment

 







Equipment and

Right of use

 




machinery

assets

Total

 



£'000

£'000

£'000

Group

 





Cost

 





At 1 January 2024



104

123

Foreign exchange translation adjustment


1

1

Additions



                  17

26

Disposals



                    -

(3)







At 1 January 2025



25

                  122

147

Foreign exchange translation adjustment


(4)

(6)

Additions



                  62

                      62






At 31 December 2025



23

180

203






Depreciation

 




At 1 January 2024



11

             71

82

Foreign exchange translation adjustment


                    -

1

1

Charge for the period



                 30

                  37

Disposals



                    -  

(1)







At 1 January 2025



17

                  102

119

Foreign exchange translation adjustment


(4)

(5)

Charge for the period



              29

33






At 31 December 2025



20

127

147






Net book value

 




At 31 December 2025



              53

                 56













At 31 December 2024



                     8

                 20

                 28












Included in the above line items are Right of Use assets of £53,000 (2024: £20,000) in respect of a motor vehicle and an office lease. 









 

9. Property, plant and equipment (continued)






Equipment and

Right of use

 




machinery

assets

Total

 



£'000

£'000

£'000

Company

 





Cost

 





At 1 January 2024


                          1

               45

                  46

Additions



                17

                      22

Disposals



                     -

(3)






At 1 January and 31 December 2025


                          3

                  62

                  65






Depreciation

 




At 1 January 2024



                      -

               37

               37

Charge for the period



                 9

                  10

Disposals



                  -

(1)







At 1 January 2025



46

46

Charge for the period



                 8

                   10






At 31 December 2025



                       2

                  54

                 56






Net book value

 




At 31 December 2025



                  8

                   9













At 31 December 2024



                  3

             16

                   19













Included in the above line items are Right of Use assets of £8,000 (2024: £16,000) in respect of a motor vehicle.

 

 

10. Intangible fixed assets

 



Exploration

 





and evaluation

 





assets

Total

 




£'000

£'000

Group

 





Cost

 





At 1 January 2024




3,968

3,968

Foreign exchange translation adjustment



38

38

Additions




1,738

1,738

Disposals




(685)

                    (685)

At 1 January 2025




5,059

5,059

Foreign exchange translation adjustment



(253)

(253)

Additions




2,343

2,343

At 31 December 2025




7,149

7,149







Impairment

 





At 1 January 2024




                     187

                          187

Disposals




(187)

                   (187)

At 1 January and 31 December 2025



                               -

                               -







Net book value

 





At 31 December 2025




7,149

7,149













At 31 December 2024




5,059

5,059















 






10. Intangible fixed assets (continued)

Exploration

 





and evaluation

 





assets

Total

 




£'000

£'000

Company

 





Cost

 





At 1 January 2024




187

187

Disposals




 (187)

 (187)

At 1 January 2025




                        -

                          -

Expenditure




                     61

                  61

At 31 December 2025




               61

                   53







Impairment

 





At 1 January 2024




           187

                187

Disposals




(187)

(187)

At 1 January and 31 December 2025




                          -

                           -







Net book value

 





At 31 December 2025




                   61

                   61







At 31 December 2024




                     -

                      -







 

 

Exploration and evaluation assets represent amounts capitalised in progressing the Group's interest in licences for the exploration of oil and gas in the UK, Timor-Leste and the Philippines. On 8 February 2024, the Company's wholly-owned subsidiary, SundaGas Banda Unipessoal, Lda., farmed out 20% of its interest in the Chuditch PSC. The interests in the Philippines are held directly by the parent company.

The Directors have performed an assessment of impairment as at the balance sheet date in respect of exploration and evaluation assets, taking account of the facts and circumstances which existed at that date. Impairment reviews were performed at the Operating Segment level.

The Directors' impairment judgement of the Chuditch exploration asset took account of a range of factors including the good standing of the PSC, the Board's expectation of the Group's ability to fulfil the obligations of Year 3 of the PSC, the expectations of access to funding to drill an appraisal well and the Board's analysis of the potential gas reserves.  The assessment of potential reserves involved review of CPR work performed by external consultants as well as the Group's internal analysis.  The Board also considered the wider economics of a potential export of gas and the potential value of cash flows attributable to the Group's interest in the asset. 

In the case of the Philippines, evaluation work on licences SC80 and SC81 are at an early stage and expenditure to date is of relatively low value.

The Board concluded that no impairment indicators existed as the reporting date (2024: nil).

 

 

11. Investments

 








Loans to

Equity investment

 




group

in group

 




undertakings

undertakings

Total

 



£'000

£'000

£'000

Company

 





Cost

 





At 1 January 2024



4,665

7,548

12,213

Exchange rate adjustment



116

                         -

116

Additions



                         -

                       7

                       7

Net loan movements



2,905

                       -

2,905

At 1 January 2025



7,686

7,555

15,241

Exchange rate adjustment



(561)

                       -

(561)

Additions



                       -

                 593

                   593

Net loan movements



2,903

                      -

               2,903

Disposals



(593)

                             -  

(593)

At 31 December 2025



9,435

8,148

17,583







Impairment

 





At 1 January 2024



904

5,444

6,348

Charge/(release) for the year



15


15

At 1 January 2025



919

5,444

6,363

Charge/(release) for the year



(615)

                     600

(15)

At 31 December 2025



304

6,044

6,348







Carrying value

 





At 31 December 2025



                    9,131

                  2,104

11,235













At 31 December 2024



                   6,767

               2,111

8,878













The company makes loans to its subsidiary operations as part of its longer-term strategy of undertaking exploration activities.  Whilst the loans are made on informal terms, the Board considers that such loans form part of the company's net investment in its subsidiaries and therefore are presented within investments and treated as non-current.  No interest is charged on intercompany loans.

 







The Company carried out an impairment assessment on the investment of £11,235,000 in SundaGas (Timor-Leste Sahul) Pte. Ltd. In accordance with IAS36. The directors determined that there was no requirement for impairment. See also page 50.


The company has made a 100% provision on the investment in Gold Oil Peru S.A.C. of £6,348,000 (2024: £6,363,000).

 

 

 

11. Investments continued

 








The Company's subsidiary undertakings at the year end were as follows:



Subsidiary/controlled entity


Place of incorporation and operation

Proportion of ownership interest

Proportion of voting power held

Nature of business




%

%








Sunda Energy Ventures Pte. Ltd. *
8 Chang Charn Road


Singapore

100

100

Exploration and appraisal of oil and gas

#02-01
Link (Thim) Building






Singapore 159637












SundaGas (Timor-Leste Sahul) Pte. Ltd.
8 Chang Charn Road

Singapore

100

100

Exploration and appraisal of oil and gas

#02-01
Link (Thim) Building






Singapore 159637












SundaGas Banda Unipessoal, Lda **
Timor Plaza Pisso 3. #337

Timor-Leste

100

100

Exploration and appraisal of oil and gas

Av. President Nicolau Lobato






20 de Setembro, Bebonuk, Dom Aleixo






Dili, Timor-Leste












Gold Oil Peru S.A.C
Jr. General Julian Arias Araguez 250

Peru

100

100

Exploration and appraisal of oil and gas

Miraflores, Lima-18, Peru                                              





All shareholdings are in ordinary, voting shares.




* Incorporated on 20 September 2024





** A direct subsidiary of SundaGas (Timor-Leste Sahul) Pte. Ltd.


 

 






12. Trade and other receivables

 

2025

2024

 


Group

Company

Group

Company

 


£'000

£'000

£'000

£'000

 






Amounts owed by subsidiary undertakings

                -

                 15

                    -

               -  

Other receivables


22

23

20

20

Prepayments


73

59

66

38









95

97

86

58

 

 

13. Performance bond guarantee deposit

 

2025

2024

 


Group

Company

Group

Company

 


£'000

£'000

£'000

£'000

 






Bank guarantee bond at 31 December


1,486

                                -  

1,596

                             -  







The Company's wholly-owned subsidiary, SundaGas Banda Unipessoal, Lda ("SundaGas"), had provided a performance guarantee to Autoridade Nacional do Petróleo ("ANP") in respect of the offshore Timor-Leste TL-SO-19-16 Production Sharing Contract ("PSC"). This performance guarantee is secured by a bank guarantee given by Banco Nacional de Comércio de Timor-Leste ("BNCTL"), which required SundaGas to a place a bond with BNCTL of US$2,000,000.

The Group is cognisant of BNCTL not having a credit rating by the main credit rating agencies. However, it is recognised that BNCTL is owned, controlled and financed by the Government of the Democratic Republic of Timor-Leste and has recently benefitted from substantial additional capitalisation by the State. As a result, and given the Group's close ties with the Government, it is considered that the exposure to credit risk is immaterial.







14. Cash and cash equivalents

 

2025

2024

 


Group

Company

Group

Company

 


£'000

£'000

£'000

£'000

 






Bank current accounts


107

17

939

148

Bank deposit accounts


221

220

2,232

2,231









328

237

3,171

2,379







Bank deposit accounts comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less and earn interest at respective short-term deposit rates. The carrying amount of these assets approximates to their fair value.







15. Trade and other payables

 

2025

2024

 


Group

Company

Group

Company

 


£'000

£'000

£'000

£'000

Current liabilities






Trade payables


124

124

274

17

Other payables


               -

                -

           32

                   -  

Amounts owed to subsidiary undertakings

            -  

                  -  

         -  

                8

Accruals


280

144

278

49

Lease liabilities due within 12 months

29

8

13

9

Taxation


17

17

                16

16









450

293

613

99







Non-current liabilities






Lease liabilities due after 12 months

24

                    -

8

               8









24

-

8

8

 

 

 

16. Share capital




2025

2024

 




£'000

£'000

Allotted, called up and fully paid

 





Equity:31,476,378,281 (2024: 25,510,783,788) new ordinary shares of £0.00025 each

7,869

6,378











7,869

6,378







The Company issued new ordinary shares of £0.00025 each during the year as follows.







- 3,125,594,493 new ordinary shares at £0.0003995 per share on 16 May 2025 pursuant to a conversion of convertible loan stock (see note 17 below).

- 1,880,000,000 new ordinary shares at £0.00025 each on 16 October 2025 for cash.

- 960,000,000 new ordinary shares at £0.00025 each on 10 November 2025 for cash.







Ordinary shares entitle the holder to full rights as to voting, dividends and any distribution upon winding up. See also note 23 on page 71 regarding capital restructuring after the year end.







17. Convertible Loan Notes

 











On 12 May 2025, the Company issued convertible loan notes ("the Loan Notes") for an aggregate value of US$1,500,000 (£1,135,000). The Loan Notes carry a finance charge of 10% of the aggregate value of the issued Loan Notes and can be converted into Ordinary Shares of 0.025p each at the option of the holder at any time prior to 22 April 2026. In the event of conversion, the Company will also grant the holders warrants amounting to the equivalent of 75% of the value of the Loan Notes to be converted, at a 30% premium to the conversion price.

On 16 May 2025, holders of the whole of the above-mentioned Loan Notes exercised their right to convert all of the outstanding balance of their Loan Notes into Ordinary Shares of 0.025p each in the Company. The conversion price was calculated at 0.03995p per share resulting in the issue of 3,125,594,493 new Ordinary Shares. In addition, the Company granted in aggregate 1,803,227,592 warrants to the holders of the Loan Notes, with each warrant entitling the holders to subscribe to one Ordinary Share at an exercise price of 0.051935p for a period of three years from grant.

As the warrants were an integral feature of the convertible loan note instruments, the directors concluded that their fair value should be included in the day‑one allocation of the proceeds between the loan and equity components. Given that the warrants were converted within days of the loan being advanced, they were valued at grant date using a Black‑Scholes valuation model, based on the assumptions set out below. The warrants were classified as equity instruments and therefore recognised in a separate equity reserve and not subsequently remeasured. The transaction resulted in the recognition of an aggregate finance cost of £501,000.  Although the warrants have a contractual term of three years, management has assumed an expected option life of two years. This assumption reflects the warrant holder's historical pattern of early conversion to cash and the anticipated timing of exercise, taking into account the Group's planned operational activities.

 

    Number of options or warrants granted

         1,803,227,592




Share price at grant date


0.0465p




Exercise price at grant date


0.051935p




Option life


2 years




Risk free rate


3.80%




Expected volatility


89.15%




Expected dividend yield


0%




Fair value of option


0.0215p




 

 

18. Options and warrants







 

Details of options and warrants issued, exercised and lapsed during the year together with options and warrants outstanding at 31 December 2025 (pre-share consolidation) are as follows:



1 January

New

Lapsed or

31 December

 


Exercise

2025

Issue

cancelled

2025

Issue date

Final exercise date

price

Number

Number

Number

Number

Options

 






26 May 2020

26 May 2030

£0.00100

     62,500,000

                     -  

                        -

62,500,000

22 July 2021

22 July 2031

£0.00070

  390,000,000

         -  

(390,000,000)

                       -  

22 July 2021

31 December 2025

£0.00070

 150,000,000

         -  

(150,000,000)

                  -  

17 December 2021

17 December 2031

£0.00060

   470,000,000

                     -  

(470,000,000)

                      -  

14 July 2022

14 July 2025

£0.00070

   175,000,000

                  -  

(175,000,000)

                   -  

20 November 2024

20 November 2034

£0.000725

   975,000,000

                -  

                     -

    975,000,000

9 December 2024

21 July 2031

£0.00060

  50,000,000

                -  

              -

       50,000,000

9 December 2024

19 December 2031

£0.00070

    60,000,000

                   -  

                   -

     60,000,000

  Total options



            2,332,500,000

                             -  

-        1,185,000,000

         1,147,500,000

Warrants

 






12 May 2025

12 May 2028

£0.00051935

                  -  

1,803,227,592

                   -  

 1,803,227,592

22 October 2025

22 October 2028

£0.000375

                -  

 940,000,000

                 -  

     940,000,000

10 November 2025

10 November 2028

£0.000375

                     -  

   480,000,000

                    -  

   480,000,000

  Total warrants



                                -  

         3,223,227,592

                             -  

         3,223,227,592











2,332,500,000

3,223,227,592

(1,185,000,000)

4,370,727,592


 

Details of options issued, exercised and lapsed during the year together with options and warrants outstanding at 31 December 2024 (pre-share consolidation) are as follows:




1 January

New

Lapsed or

31 December

 


Exercise

2024

Issue

cancelled

2024

Issue date

Final exercise date

price

Number

Number

Number

Number

26 May 2020

26 May 2030

£0.00100

     62,500,000

                  -  

                  -

  62,500,000

22 July 2021

22 July 2031

£0.00070

   440,000,000

                  -  

(50,000,000)

390,000,000

22 July 2021

31 December 2025

£0.00070

   150,000,000

                    -  

                      -

     150,000,000

17 December 2021

17 December 2031

£0.00060

   530,000,000

                    -  

(60,000,000)

 470,000,000

14 July 2022

14 July 2025

£0.00070

175,000,000

-

                      -

    175,000,000

20 November 2024

20 November 2034

£0.000725

                -  

975,000,000

                     -

  975,000,000

9 December 2024

21 July 2031

£0.00060

                -  

   50,000,000

                    -

      50,000,000

9 December 2024

19 December 2031

£0.00070

                                -  

              60,000,000

                               -

              60,000,000




1,357,500,000

1,085,000,000

(110,000,000)

2,332,500,000

 

The number of share options and warrants which were exercisable at year end was 3,720,727,592 (2024: 1,182,500,000).  The weighted average remaining life of share options and warrants at the year-end was 4 years (2024: 7 years).  The weighted average exercise price (in pence) applying to share options and warrants during the year was as follows:

Opening





0.07p

0.07p

Exercised





 -

-

Lapsed or cancelled





 0.066p

 0.065p

Issued





 0.046p

 0.0725p

Closing





 0.053p

0.07p

 

 

19. Share based payments

 













The fair values of the options and warrants granted have been calculated using Black--Scholes model assuming the inputs shown below:

Grant date

 

20 November 2024

17 December 2021

22 July 2021

22 July 2021

26 May 2020

 







    Number of options or warrants granted

  975,000,000

    530,000,000

   150,000,000

 440,000,000

290,000,000

Share price at grant date


0.0725p

0.06p

0.07p

0.07p

0.05p

Exercise price at grant date


0.0725p

0.06p

0.07p

0.07p

0.1p

Option life


10 years

10 years

3 years

10 years

10 years

Risk free rate


4.47%

0.86%

0.86%

0.86%

0.86%

Expected volatility


66%

80%

80%

80%

80%

Expected dividend yield


0%

0%

0%

0%

0%

Fair value of option


0.058p

0.025p

0.02p

0.03p

0.02p















The warrants and options will not normally be exercisable during a closed period and furthermore can only be exercisable if the vesting conditions are satisfied. Options, which have vested immediately before either the death of a participant or his ceasing to be an eligible employee by reason of injury, disability, redundancy or dismissal (otherwise than for good cause), shall remain exercisable (to the extent vested) for 12 months after such cessation, and all non-vested options shall lapse.

On 14 July 2022, the company awarded 175,000,000 share options to Dr A Butler, a director of the Company. The share options were exercisable at 0.07p, expire three years from grant date and would only vest upon the Company making an announcement that the first appraisal well on the Chuditch PSC has spudded, or in certain limited circumstances such as a takeover event.  As this event did not take place, the options have lapsed.

Options granted on 20 November 2024 vest over a period of 1 to 3 years. The share-based payment charge arising is amortised over the vesting period.

Volatility was determined by reference to the company's historical share price volatility over a suitable period. 

 

In respect of 3,223,227,592 warrants issued during the year, 1,803,227,592 warrants were issued to the holders of convertible loan notes upon conversion of their loan notes in May 2025.  The remaining 1,420,000,000 warrants were issued to shareholders participating in share placings.  Warrants were granted to investors on the basis of one warrant for every two shares subscribed.  The warrants are exercisable at a price of 0.0375p for a period of three years.  The Directors consider that the warrants meet the definition of equity and so have not separately allocated the proceeds received between shares and warrants. Details of the assumptions applied in valuing warrants issued on conversion of convertible loans in the year are given in Note 17 on page 63.

 

 

 

20.  Financial instruments

The Group's activities expose them to a variety of financial risks: credit risk, cash flow interest rate risk, foreign currency risk, liquidity risk, price risk and capital risk. The Group's and Company's activities also expose them to non-financial risks: market risk. The Group's overall risk management programme focuses on unpredictability and seeks to minimise the potential adverse effects on the Group's financial performance. The Board, on a regular basis, reviews key risks and, where appropriate, actions are taken to mitigate the key risks identified.

 

Financial instruments - Risk Management

The Group is exposed through its operations to the following risks:

Ø Credit risk

Ø Cash flow interest rate risk

Ø Foreign Exchange Risk

Ø Liquidity risk

Ø Price risk

Ø Capital risk

Ø Market risk

 

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments.  This note describes the Group's and the Company's objectives, policies and processes for managing those risks and the methods used to measure them.  Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

 

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises are as follows:

Ø Loans and receivables

Ø Trade and other receivables

Ø Cash and cash equivalents

Ø Trade and other payables

Ø Performance bond guarantee deposit

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function.  The Board receives regular updates from the Executive Directors through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.  The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's and the Company's competitiveness and flexibility.  Further details regarding these policies are set out below:

Credit risk

The Group's and the Company's principal financial assets are bank balances and cash, the bank guarantee bond, and other receivables. The credit risk on liquid funds is limited because the counterparties are banks, electronic money organisations,  with high credit ratings assigned by international credit-rating agencies or are sovereign-owned and backed banks (see also note 13). The amounts presented in the statements of financial position are net of allowance for doubtful receivables.  An allowance for impairment is made where there is an identified loss event which, based on previous experiences, is evidence of a reduction in the recoverability of the cash flows.

As at 31 December 2025 and 2024 there were no trade receivables and no expected credit losses were raised against any financial assets held at amortised cost.

 

Cash flow interest rate risk

The Group and the Company are exposed to cash flow interest rate risk from its deposits of cash and cash equivalents with banks and e-issuers. 

The cash balances maintained by the Group and the Company are proactively managed in order to ensure that the maximum level of interest is received for the available funds but without affecting the working capital flexibility the Group requires.

The Group isnot at present exposed to cash flow interest rate risk on borrowings as neither has significant debt.  No subsidiary company of the Group is permitted to enter into any borrowing facility or lease agreement without the prior consent of the Company.

 

Interest rates on financial assets

The Group's and the Company's financial assets consist of cash and cash equivalents, performance bond deposits, trade and other receivables.  The interest rate profile at period end of these assets was as follows:

31 December 2025

Group

 

Financial assets on which interest earned

Financial assets on which interest not earned

Total

 


£'000

£'000

£'000

 





UK sterling


221

38

259

US dollar (USD)


                                -

1,568

1,568

Singapore Dollar (SGD)


-

10

10



221

1,616

1,837


 

31 December 2024

Group

 

Financial assets on which interest earned

Financial assets on which interest not earned

Total

 


£'000

£'000

£'000

 





UK sterling


1,907

67

1,974

US dollar (USD)


325

2,405

2,730

Singapore Dollar (SGD)


-

93

93



2,232

2,565

4,797

 

The Group earned interest on its interest-bearing financial assets at rates between 2.0% and 4.7% (2024 2.5% and 5.5%) during the period.  

A change in interest rates on the statement of financial position date would increase/(decrease) the equity and the anticipated annual income or loss by the theoretical amounts presented below. The analysis is made on the assumption that the rest of the variables remain constant. The analysis with respect to 31 December 2024 was prepared under the same assumptions.

 

 Group

Change of 1.0% in the interest rate as of


31 December 2024

31 December 2023


Increase of 1.0%

Decrease of 1.0%

Increase of 1.0%

Decrease of 1.0%

Instruments bearing variable interest (£'000)

2

(2)

38

(38)

 

It is considered that there have been no significant changes in cash flow interest rate risk at the reporting date compared to the previous period end and that therefore this risk has had no material impact on earnings or shareholders' equity.

Foreign exchange risk

Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional currency is not the same as the functional currency in which other Group companies are operating.  Although its geographical spread reduces the Group's operation risk, the net assets arising from such overseas operations are exposed to currency risk resulting in gains and losses on retranslation into Sterling.  Only in exceptional circumstances will the Group consider hedging its net investments in overseas operations, as generally it does not consider that the reduction in foreign currency exposure warrants the cash flow risk created from such hedging techniques.  It is the Group's policy to ensure that individual Group entities enter into local transactions in their functional currency wherever possible and that only surplus funds over and above working capital requirements should be transferred to the parent company treasury.  The Group considers this policy minimises any unnecessary foreign exchange exposure.

In order to monitor the continuing effectiveness of this policy the Board, through its approval of both corporate and capital expenditure budgets and review of the currency profile of cash balances and management accounts, considers the effectiveness of the policy on an ongoing basis.

The following table discloses the major exchange rates of those currencies utilised by the Group:

Group

 

USD

SGD

Average for year ended 31 December 2025

1.3154

1.7219

At 31 December 2025

1.3455

1.7294

Average for year ended 31 December 2024

1.2779

1.7070

At 31 December 2024

1.2535

1.70787

 

A change in exchange rates on the statement of financial position date would increase/(decrease) the equity and net asset position by the theoretical amounts presented below. The analysis is made on the assumption that the rest of the variables remain constant. The analysis with respect to 31 December 2024 was prepared under the same assumptions.

Change of 10.0% in the GBP/USD rate as of


31 December 2025

31 December 2024


Increase of 10.0%

Decrease of 10.0%

Increase of 10.0%

Decrease of 10.0%

Net assets (£'000) - Group

(440)

537

(511)

624

 

It is considered that there have been no significant changes in exchange rate risk at the reporting date compared to the previous period end and that therefore this risk has had no material impact on earnings or shareholders' equity.

Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments.  It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.  To achieve this aim, it seeks to maintain readily available cash balances (or agreed facilities) to meet expected requirements for a period of at least 60 days.  The Group currently has no long-term borrowings.

All of the Group's financial liabilities are due within one year other than undiscounted lease liabilities due after one year of £24,000 (2024: £8,000).

Price risk

Potential oil and gas sales revenue is subject to energy market price risk. 

Given that the Group does not have production, it is not considered appropriate for the Group to enter into any hedging activities or trade in any financial instruments, such as derivatives.  This strategy will continue to be subject to regular review.

It is considered that price risk of the Group and the Company at the reporting date has not increased compared to the previous period end. 

Volatility of oil and gas prices

A material part of the Group's future revenue will be derived from the sale of oil and gas that it expects to produce. A future substantial or extended decline in prices for oil and gas and refined products could adversely affect the Group's future revenues, cash flows, profitability and ability to finance its planned capital expenditure. T

Oil and gas prices are dependent on a number of factors impacting world supply and demand. Due to these factors, prices may be subject to significant fluctuations from year to year. However, these prices had no effect on the Group's results for 2025, since it had no production, but may do in future in light of recent market volatility

Capital risk

The Group's and the Company's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

21.  Capital commitments

As of 31 December 2025, there were no capital commitments (2024: none).

 

22.   Contingent Liabilities

The Group has provided performance guarantees to ANP in respect of the TL-SO-19-16 PSC, in the form of a bank guaranteed performance bond of US$2,000,000 (£1,486,000) given by SundaGas, plus a further guarantee provided by the Company of US$3,200,000 (£2,378,000). In the event of non-performance under the PSC, there is a potential liability to the Group of up to US$5,200,000 (£3,865,000) and to the Company only of US$3,200,000 £2,378,000). The Company believes that there was no indication of a breach of the terms of the PSC at the reporting date. See also note 13 on page 62.

In respect of the Company's performance guarantee of up to $3.2m, the Board consider that the guarantee is not a financial guarantee contract or insurance contract and so is accounted for as a contingent liability which would only crystallise in the event of non-performance under the PSC.  As the Board considered there was no non-performance of the PSC as at period end, no liability has been assessed under the guarantee.

The Board considers that there are no potential decommissioning costs in respect of abandoned fields relating to any current or historic exploration activity.

 

23.  Events after the reporting period

On 10 February 2026, the Company announced that it had entered into an unsecured loan agreement (the "AB Loan") with Dr Andy Butler, CEO of the Company for up to £1.5 million with an initial draw down of £400,000 being used to fund the transaction costs associated with a proposed acquisition and to provide additional working capital for Sunda's business activities. A further £750,000 was drawn down on 26 March 2026.The final tranche of £350,000 was drawn down on 8 April 2026. £750,000 of the outstanding loan was converted into equity on 29 April 2026 as part of the Subscription to fund the acquisition of Matahio NZ. 

On 10 March 2026, the Company announced that its wholly owned subsidiary SundaGas Banda Unipessoal, Lda., operator of the TL-SO-19-16 Production Sharing Contract offshore Democratic Republic of Timor-Leste, had been awarded an Environmental Licence for the drilling of the Chuditch-2 appraisal well.

On 8 April 2026, the Company announced that its wholly owned subsidiary SundaGas Banda Unipessoal, Lda. had entered into a letter of intent ("LOI") with Finder TIMOR-LESTE B.V. ("Finder"), to work together to secure a drilling rig for the two companies' drilling campaigns offshore Democratic Republic of Timor-Leste.

On 8 April 2026, the Company announced that it had signed a Share Sale and Purchase Agreement (the "Acquisition Agreement") with Matahio Ventures Pte. Limited (the "Seller") for the conditional acquisition of Matahio Energy NZ Limited ("Matahio NZ") which, through two subsidiary companies, owns and operates 100% of a group of production and exploration permits located within the onshore area of the Taranaki Basin on the west coast of New Zealand's North Island. In addition, the Company conditionally raised subject to the General Meeting on 29 April 2026 £6.7 million to fund the Acquisition as set out below:

·      Firm Subscription by Alumni Capital raising £900,000 at 0.02975 pence per Firm Subscription Share

·      Convertible Loan Note Subscription by Alumni Capital, which will raise gross proceeds of up to £4,250,000, assuming all the tranches are drawn down by the Company

·      Conditional Subscriptions totalling £800,000 at the Issue Price comprising: (i) the conversion of £750,000 of the AB Loan; and (ii) conditional subscriptions by three other directors, Gerry Aherne (Non-Executive Chair), Keith Bush (Non-Executive Director) and John Chessher (Non-Executive Director), totalling £50,000

·      WRAP Retail Offer to existing shareholders of the Company raising up to £750,000 (of which £404,780 was eventually raised).

On 29 April all resolutions were passed at the General meeting approving and putting into effect the acquisition of Matahio NZ, the Fundraising and the Share Consolidation.

As a result of the all the resolutions with respect to share consolidation being passed at the Company's General Meeting on 29 April 2026, every 100 Existing Ordinary Shares was consolidated into one Consolidated Share. Before any further issue of shares, the post consolidated issued share capital was 345,018,634 ordinary shares of 0.1p each. Post the General Meeting, the Company issued 26,890,755 Conditional Subscription Shares and 13,606,029 Retail Offer Shares at 2.975p per ordinary share of 0.1p each resulting in the issued share capital being 385,515,418 ordinary shares of 0.1p each. In addition, 35,374,403 warrants were granted with respect to the Firm Subscription, Conditional Subscription Shares and Retail Offer Shares at a subscription price 0.044625p.

On 15 May 2026, Alumni Capital gave notice to convert £250,000 of the outstanding balance of its Convertible Loan Notes plus a £25,000 finance charge into new ordinary shares of 0.1p each. As a result, the Company issued 15,426,039 new ordinary shares to Alumni Capital, in addition to which, 8,899,676 warrants were granted at a subscription price of 2.3175p.

 

24. Related party transactions

 











Group and company

 











SundaGas (Timor-Leste Sahul) Pty. Ltd ("TLS"), a wholly-owned subsidiary paid fees amounting to US$100,000 (2024: US$411,000) to SundaGas Pte. Ltd ("SGPL"), a company in which Dr. Andrew Butler, a director, held a significant interest. At the end of the period, there was no balance payable to SGPL (2024: nil).

 







The Company paid fees amounting to £65,000 (2024: £42,149) to Javelin Capital Partners LLP, an entity in which Mr Gerry Aherne, a director, held a significant interest. These fees are included in directors' remuneration in note 5. At the end of the period, there was no balance payable to the related party (2024: £5,417).

 







The directors' aggregate remuneration and any associated benefits in respect of qualifying services are disclosed in note 5.

 

 

25. Control

The directors consider that there is no overall controlling party.

 

Glossary of Technical Terms

 

 

 

 

Bcf

Billion standard cubic feet of natural gas.

boepd

Barrels of oil equivalent per day

Geological chance of success

The estimated probability that exploration activities will confirm the existence of a significant accumulation of potentially recoverable petroleum.

Contingent Resources

Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable owing to one or more contingencies.

GIIP

Volume of natural gas initially in-place in a reservoir.

High Estimate

Denotes the high estimate qualifying as Prospective Resources. Reflects a volume estimate that there is a 10% probability that the quantities actually recovered will equal or exceed the estimate.

Licence Operator

The Company nominated to carry out operational activities.

Mean

Reflects an unrisked median or best-case volume estimate of resource derived using probabilistic methodology. This is the mean of the probability distribution for the resource estimates and is often not the same as 2U as the distribution can be skewed by high resource numbers with relatively low probabilities.

MMBBL

Million barrels of oil or condensate.

MMBOE, Oil equivalent

Million barrels of oil equivalent. Volume derived by dividing the estimate of the volume of natural gas in billion cubic feet by six in order to convert it to an equivalent in million barrels of oil or condensate, and, where relevant, adding this to an estimate of the volume of oil in millions of barrels.

Prospective Resources

Quantities of petroleum that are estimated to exist originally in naturally occurring reservoirs, as of a given date. Crude oil in-place, natural gas in-place, and natural bitumen in-place are defined in the same manner.

PSC

Production Sharing Contract.

SPE PRMS 2018

The Society of Petroleum Engineers' ("SPE") Petroleum Resources Management System ("PRMS") is a system developed for consistent and reliable definition, classification, and estimation of hydrocarbon resources prepared by the Oil and Gas Reserves Committee of SPE and approved by the SPE Board in June 2018 following input from six sponsoring societies: the World Petroleum Council, the American Association of Petroleum Geologists, the Society of Petroleum Evaluation Engineers, the Society of Exploration Geophysicists, the European Association of Geoscientists and Engineers, and the Society of Petrophysicists and Well Log Analysts.

SPE PRMS Unrisked Prospective Resources

Denotes the unrisked estimate qualifying as SPE PRMS 2018 Prospective Resources.

Tcf

Trillion standard cubic feet of gas


 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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.
 
END
 
 

Companies

Sunda Energy (SNDA)
UK 100
FTSE quotes by TradingView

Latest directors dealings

All directors dealings today