10166359 (England and Wales)
.
ANNUAL REPORT AND FINANCIAL
STATEMENTS FOR THE YEAR ENDED
31 MARCH 2026
CONTENTS
Page
Company Information
2
Chairman’s Statement
3
Strategic Report
7
TCFD Disclosures
8
Directors’ Report
15
Directors’ Information
20
Statement of Directors’ Responsibilities
21
Corporate Governance Report
22
Directors’ Remuneration Report
27
Audit Committee Report
30
Independent Auditor’s Report
32
Consolidated Statement of Comprehensive Income
37
Consolidated Statement of Financial Position
38
Company Statement of Financial Position
39
Consolidated Statements of Changes in Equity
40
Company Statements of Changes in Equity
41
Consolidated Statements of Cash Flows
42
Company Statements of Cash Flows
43
Notes to the Financial Statements
44
PENNPETRO ENERGY PLC
Annual Report & Financial Statements For
the year ended 31 March 2026
2
COMPANY INFORMATION
Directors
Ronald Derrickson (Non-Executive Co-Chairman)
Richard Spinks (Executive Chairman)
Mavriky Kalugin (Chief Executive Officer)
Olof Nils Rapp (Non-Executive Director)
Sergiy Lesyk (Non-Executive Director)
Justin Fraser Jones (Non-Executive Director)
Secretary
MSP Corporate Services Limited
Registered Office
Eastcastle House,
27-28 Eastcastle Street
London, W1W 8DH
Main Market Sponsor and
Financial Advisors
SPARK Advisory Partners
Limited
5 St. John’s Lane
London
EC1M 4BH
Legal Advisors
DMH Stallard LLP
Barnards Inn
Fetter Yard
86 Fetter Lane
London
EC4A 1EN
Corporate broker
Oak Securities
90 Jermyn Street
London
SW1Y 6JD
Independent Auditor
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Registrars
Computershare Investor Services plc
The Pavilions
Bridgewater Road
Bristol
BS13 8AE
Registered number
10166359
PENNPETRO
ENERGYPLC
PENNPETRO ENERGY PLC
CHAIRMAN'S STATEMENT
Annual Report & Financial Statements For
the year ended 31 March 2026
In any case, the Board will bring forward via prospectus only a proposition it judges to be of
real substance, and shareholders will be kept informed at every appropriate stage.
The Board have considered and consulted with advisors on a number of north American
opportunities, providing the Company with geographical diversity and Mavriky continues to
pursue these opportunities such that they are sufficiently well developed that future
arrangements could be entered into at a near future date once the Company has completed
its initial RTO. At least one other possible opportunity which is in the Transition Energy sector,
of large scale and advanced nature, is available to the Company, but for now that is not being
considered further whilst the Company awaits an independent Limnytska License CPR
including a Resource NPV valuation.
To this end, the Company has engaged GLJ (Calgary, Canada) to provide the Company and
its main board Sponsor, Spark, with an independent Competent Person's Report (CPR) on
the Limnytska asset. This is underway and by definition the Company does not yet know the
valuation which will be attributed to the asset based on the information available to the
Company and any additional data that GLJ will themselves use to form their opinion on that
valuation. Once the Board are aware and as required, at the appropriate time the Company
will share information with shareholders and the market via RNS.
The anticipated date of receipt of the CPR in its final version is approximately September 3rd,
2026, according to GLJ's engagement letter timetable.
Outlook
In my first statement to you, filed with the previous delayed audit only months ago, I wrote of
a company that had been brought to a standstill and had contemplated administration on
more than one occasion. I am glad that this statement, coming so soon after, can be of a
different character altogether.
None of this would have been possible without the patience of our shareholders, many of
whom have waited through a long suspension with remarkable forbearance, and without the
backing of RMD Group and Grand Chief Ron Derrickson, whose support arrived when it
mattered most. I thank them, my fellow Directors, our small team and our expert advisers.
I would also like to recognise the efforts of Spark Advisory Partners, in particular in helping
us all over the past months, it has made a very significant difference in our prospects, as well
as the willingness of the FCA to recognise the effort and investment made at Pennpetro since
October 2025, as the FCA allows the Company reasonable time to pursue our RTO process,
and continuing efforts to ensure that the Company succeeds in returning to trading and we
believe, developing into a successful Company shareholders can be proud of.
The rescue phase is complete. The rebuilding phase is far advanced. What remains - your
Company's return to trading and the delivery of a transaction worthy of shareholders' loyalty
- is now squarely in view, and the Board intends to pursue it without pause.
Richard Spinks
Executive Chairman
31 July 2026
6
PENNPETRO ENERGY PLC
STRATEGIC REPORT (continued)
Annual Report & Financial Statements For
the year ended 31 March 2026
7
Strategic Report
The directors of Pennpetro Energy Plc (“Directors”) present their strategic report on the group for the year
ended 31 March 2026.
Principal Activities
The principal activity and purpose of the Group is to focus on developing strategic traditional and
transition energy sector projects. The Board ensures that the Company’s strategy, operational activities,
and governance framework are aligned with this purpose and directed toward the creation and
preservation of long-term value for shareholders, while having regard to wider stakeholder interests.
Pennpetro Energy Plc acts as a holding company and provides direction and other services to its
subsidiaries.
Strategic Approach
The Board’s strategic intent is to maximise shareholder value through the continuing investment into
developing strategic traditional and transition energy projects.
Review of Business
The year under review represented a period of decisive restructuring and renewal for Pennpetro Energy
Plc. Following the suspension of trading in the Company’s shares, the Board prioritised restoring
compliance, strengthening governance and stabilising the Company’s financial position.
Short term funding has been secured for the Company through Convertible Loan Notes, enabling the
settlement of outstanding creditors and supporting the Company through its transition. With compliance
restored, and engagement with advisers and regulators ongoing, the Company is focused on
progressing its application for a return to trading of its currently suspended shares and advancing plans
to secure longer term financing and operational development to deliver sustainable shareholder value
and growth over the long term.
Financial Performance Review
The profit of the Group for the year ended 31 March 2026 amounts to $4,076,123 (year ended 31 March
2025: loss of $1,717,113). Included within the profit is a gain on the disposal of Pennpetro USA Corp
and its subsidiaries (Nobel Petroleum USA Inc. and Nobel Petroleum LLC) of $5,393,879. Further
details of this are given in note 25.
The Board monitors the activities and overall performance of the Group on a regular basis by reference
to certain key milestones. The main Key Performance Indicators (“KPIs”) for the Group are as follows:
KPIs
2026
$
2025
$
Net cash flows from operating activities
(616,174)
(814,669)
Cash and short-term investments
40,433
101,852
Participation in well drilling programmes are monitored on an individual project basis in terms of revenue
and cost per barrel of oil or Mcf (one thousand cubic feet) of gas, together with the anticipated payback
period on each project.
Board diversity
Although the Board consists of six male Directors, the Board supports diversity in the boardroom. Aside
from the Directors, there are no employees in the Company. The Board will pursue an equal opportunity
policy and seek to employ those persons most suitable to delivering value for the Company.
Corporate responsibility
The Group operates a management system that embodies Environmental, Health, Safety and Social
Responsibility principles.
PENNPETRO ENERGY PLC
STRATEGIC REPORT (continued)
Annual Report & Financial Statements For
the year ended 31 March 2026
8
A number of objectives have been set by the Board to address these principles, and the Chief Executive
Officer is responsible for demonstrating to the Board that these principles are adhered to in its
operations, wherever they may be.
The policy of the Board of Pennpetro is to be fully accountable for the necessary practices, procedures
and means being in place so as to ensure that each objective is demonstrated and that continuous
improvement practices are operating to ensure that the required practices, procedures and means are
being monitored, refined and optimised as necessary.
The objectives of the Environmental, Health, Safety and Social Responsibility Policy include:
• The Group shall manage all operations in a manner that protects the environment and the
health and safety of employees, third parties and the community.
• Risk identification, assessment and prioritisation can reduce risk and mitigate hazards to
employees, third parties, the community and the environment. Management of risk is a continuous
process.
• The use of internationally recognised standards, procedures and specifications for design,
construction and commissioning activities are essential for achieving operational excellence.
• The minimisation of environmental risks and liabilities are integral parts of the Group’s
operations.
• Third parties who provide materials and services or operate facilities on the Group’s behalf have
an impact on Environmental, Health and Safety and Social Responsibility excellence. It is
essential that third-party services are provided in a manner consistent with the Group’s Policy.
• Preparedness and planning for emergencies are essential to ensuring that all necessary actions
are taken if an incident occurs, to protect employees, third parties, the public, the environment,
the assets and brand of Pennpetro.
• Open and honest communication with the communities, authorities and stakeholders with which
the Group operates builds confidence and trust in the integrity of Pennpetro.
The Group has determined that the greenhouse gas emissions from the operations of the Company and
its subsidiaries are sufficiently low that it does not have responsibility to produce the disclosures required
under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013. This is
because the Group had no operating activities during the current or prior period, resulting in nil or
negligible greenhouse gas emissions.
During the year to 31 March 2026, the Company did not carry on any operational activities and there have
been no breaches of any applicable Acts recorded against the Group during the reporting period.
Task Force on Climate-related Financial Disclosures (TCFD)
This section of the report sets out our climate-related disclosures in relation to the four pillars of the TCFD
framework; Governance, Strategy, Risk Mitigation and Metrics & Targets.
Governance
The Board of Directors is responsible for oversight of climate related risks and opportunities – refer to the
principal risk exposure on climate related matters on page 9. Climate related risks and opportunities are
reviewed each six months.
Strategy
The Group currently has no operating oil and gas assets, following the disposal of its former US subsidiary
during the year (see the Strategic Report and Note 27), and therefore has no direct climate-related
operational exposure at present. The Board remains cognisant of the impact of climate change issues
prevailing within the petroleum industry and energy sector more broadly and will assess climate-related
PENNPETRO ENERGY PLC
STRATEGIC REPORT (continued)
Annual Report & Financial Statements For
the year ended 31 March 2026
9
risks specific to any future asset acquisitions as part of its due diligence process.
The Group’s strategic focus is the completion of a reverse takeover to acquire new energy assets,
principally the proposed acquisition of an interest in the Limnytska oil and gas licence in western Ukraine.
Climate-related risks and opportunities specific to that or any other proposed transaction will be assessed
as part of the Board’s due diligence and reported on in line with the TCFD framework as the transaction
progresses.
The Board has considered the resilience of the Company’s strategy under different climate-related
scenarios, including a scenario consistent with limiting global warming to 2°C or below. Given the Group’s
current absence of any operating assets, direct transition risk exposure is presently minimal. However, the
Board recognises that longer-term regulatory changes, carbon pricing mechanisms, and shifts in energy
demand could affect the sector once new assets are acquired.
The new Board includes directors with a long and strong background in the environmental sector and
Indigenous connections, to whom the environment is a key feature of their belief system and their
investment and management process. The Company takes the environmental impacts of its activities very
seriously and makes decisions with a significant level of awareness of the environmental impact of its
decisions.
Risk Management
The Board of Directors is responsible for identifying and assessing climate related risks. Although there is
currently no formal process for this, the Board is developing one with the support of RMD Group, which
has significant holdings in a number of sustainable energy companies which will ensure that as the Group’s
activities are expected to increase in the coming years, Pennpetro will always be mindful of and aligned
with the evolving environmental best practices in industries it touches.
As the Group currently has no operating assets, no significant physical environmental risks have been
identified in the year under review. The Board will consider physical climate-related risks as part of its due
diligence on any future asset acquisitions.
The Directors will monitor the regulatory requirements applicable to any future assets acquired by the
Group, on both a jurisdictional and international perspective, such that the Company can be pro-active in
complying with applicable climate-related and environmental requirements.
Metrics and Targets
The Group currently has no operating assets and hence no material climate-related metrics to report
for the year under review. The Directors will develop climate-related metrics and targets appropriate
to the scale and nature of the Group’s operations once a new transaction completes. Given the current
situation, the Company has adopted a ‘comply or explain’ provision in responding to climate-related
metrics.
The Directors have assessed there to be limited Scope 1, Scope 2, and Scope 3 emissions from the
Group’s administrative and operational activities; Scope 3 emissions relating to the supply chain have
not yet been evaluated largely due to the fact that there was no supply chain in the reporting period.
The Group did not generate any Scope 2 emissions during the year, as it did not consume purchased
energy in its operations.
PENNPETRO ENERGY PLC
STRATEGIC REPORT (continued)
Annual Report & Financial Statements For
the year ended 31 March 2026
10
Section 172(1) Statement
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of
stakeholders and other matters in their decision making. The Directors continue to have regard to the
interests of the Company’s employees and other stakeholders, the impact of its activities on the
community, the environment and the Company’s reputation for good business conduct, when making
decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to
promote the success of the Company for its members in the long term. We explain in this annual report,
and referenced herein, how the Board engages with stakeholders.
Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the success of the Company
for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
● Consider the likely consequences of any decision in the long term,
● Act fairly between the members of the Company,
● Maintain a reputation for high standards of business conduct,
● Consider the interests of the Company’s employees,
● Foster the Company’s relationships with suppliers, customers and others, and
● Consider the impact of the Company’s operations on the community and the environment.
The Company is quoted on the London Stock Exchange, and its members will be fully aware, through
detailed announcements, shareholder meetings, online discussion sessions and regulatory financial
communications, of the Board’s broad and specific intentions and the rationale for its decisions. The
application of the s172 requirements is demonstrated throughout this report and the financial statements
as a whole, with the following examples representing some of the key decisions made in this reporting
period and up to the date of approval of these financial statements:
The likely consequences of any decision in the long term
The application of the Section 172(1) requirements can be demonstrated in relation to some of the key
decisions made during the reporting period, including:
● Renegotiation of strategic transactions and liabilities
● Focus on developing strategic energy projects
● Strengthening financial governance and management
● Improving communications with shareholders and stakeholders
The need to act fairly between members of the Company
After weighing up all relevant factors, the Directors consider which course of action best enables delivery
of our strategy over the long-term, taking into consideration the impact on stakeholders. The Directors
believe they have acted in the way they consider most likely to promote the success of the Company
for the benefit of its members as a whole.
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. The Company has close ongoing relationships with key private shareholders, analysts,
and brokers, providing the opportunity to discuss issues and provide feedback at meetings with the
Company. All shareholders are encouraged to attend the Company’s Annual General Meeting and any
general meetings held by the Company, as well as regularly organised online Q and A sessions (5 have
taken place since the board restructuring in Q4:2025).
The desirability of the Company maintaining a reputation for high standards of business conduct
The Board periodically reviews and approves clear frameworks to ensure that its high standard is
maintained both within the Group and the business relationships we maintain. This, complemented by
the various ways the Board is informed and monitors compliance with relevant governance standards,
help ensure its decisions are taken and that the Group acts in ways that promote high standards of
PENNPETRO ENERGY PLC
STRATEGIC REPORT (continued)
Annual Report & Financial Statements For
the year ended 31 March 2026
11
business conduct. At Pennpetro this is an all the more necessary focus to ensure that confidence be
restored in the Company given the less than satisfactory behaviour in this regard by former directors at
Pennpetro.
The interests of the Company’s employees
The Company had no employees during the year. Accordingly, the Directors did not have any matters
to consider in respect of the interests of employees when performing their duties under section 172(1)
of the Companies Act 2006. The Board keeps the Company’s resourcing requirements under review
and will give due consideration to employee interest should staff be engaged in the future.
The fostering of relationships with suppliers, customers and others
Delivering on our strategy requires strong mutually beneficial relationships with partners, customers and
suppliers. The Group values all of its suppliers and aims to build strong positive relationships through
open communication and adherence to option agreement terms. The Group is committed to being a
responsible entity and doing the right thing for its suppliers and business partners.
The impact of the Company’s operations on the community and the environment
The Group is committed to the highest environmental, social and governance standards both internally
and externally with its partners. The Company is committed to being a responsible entity in terms of the
community and the wider environment. As a Company focused on developing oil projects internationally,
the Board takes seriously its ethical responsibilities to the communities and environments in which it
operates. We abide by the local and relevant UK laws on anti-corruption & bribery.
Conclusion
Having considered the matter set out above, the Directors are satisfied that they have fulfilled their duty
under section 172(1) of the Companies Act 2006 to act in good faith in a manner most likely to promote
the success of the Company for the benefit of its members as a whole.
Principal Risks and Uncertainties
The Group’s activities expose it to a variety of risks and uncertainties.
Financing and liquidity risk
The Group is dependent on external funding to meet its working capital requirements, settle creditor
balances, and progress its strategic objectives. At the reporting date, the Group has limited cash
resources and remains reliant on future equity fundraisings, debt restructuring, and asset transactions.
There is no certainty that additional funding will be available.
Failure to secure sufficient funding in a timely manner could result in an inability to meet liabilities as
they fall due, delays to operational plans, loss of key assets, or further dilution for shareholders. The
Board actively monitors short-term cash flow forecasts, engages with existing creditors regarding
restructuring options, and evaluates potential funding alternatives.
The Group has outstanding Convertible Loan Notes (“CLNs”) issued by the Company: CLN1 of
£250,000 (24 September 2025), CLN2 of £250,000 (24 January 2026) and CLN3 of £325,000 (30 April
2026), being £825,000 in aggregate, which may, depending on future events, require repayment in cash
if not converted into equity. A further CLN4, of up to £500,000, is likely to be required in the near term
to support the Group’s continuing working capital needs. This is actively monitored as part of the Group’s
liquidity management.
If required, the Board will take appropriate mitigating actions, including deferral of discretionary
expenditure, renegotiation of payment terms, and prioritisation of essential costs.
The Company’s Directors are paid in the majority of their remuneration by ‘fully paid up shares’ accrued
against their service and subject to certain resolutions as yet not passed by shareholders. In the event
that shareholders do not resolve to pass the resolutions necessary for the Company to pay remuneration
PENNPETRO ENERGY PLC
STRATEGIC REPORT (continued)
Annual Report & Financial Statements For
the year ended 31 March 2026
12
to directors by way of shares, then the Company still has the obligation to pay its Board in cash as an
alternative.
Regulatory status and return to trading
The Company's shares have been suspended from trading on the London Stock Exchange since 1
August 2024. The Financial Conduct Authority has confirmed that grounds currently exist for it to cancel
the Company's listing and has reserved the right to exercise that power at any time; it has, however,
agreed to put that decision on hold and to allow the Company a reasonable period to pursue its proposed
reverse takeover while the listing remains suspended, without this being any guarantee as to the
outcome.
The Company's own stated position, communicated to the FCA, is that it does not intend to seek a
restoration of its existing listing but instead to cancel that listing and seek fresh admission of its shares
under the UK Listing Rules applicable to operating companies (UKLR 5) once the reverse takeover
completes.
There can accordingly be no certainty that the Company's listing will not be cancelled before that
process completes, or that any future application — whether for restoration of the existing listing or for
admission of the Company's shares following the reverse takeover — will be granted. Pursuing that
reverse takeover and bringing a Prospectus and reverse takeover strategy to shareholders in the
shortest possible timeframe, is accordingly the Board's principal priority and focus.
Market risk
The Group may operate in an international market for hydrocarbons, among others including
environmentally sustainable transition energy markets, and is exposed to risk arising from variations in
the demand for and price of energy. Energy prices historically have fluctuated widely and are affected
by numerous factors over which the Group does not have any control, including world production levels,
international economic trends, currency exchange fluctuations, inflation, speculative activity,
consumption patterns and global or regional political events. The Group will consider hedging against
the risks of fluctuating energy prices and currency exchange once commercial production
recommences.
Environmental risk
The Group’s operations are subject to environmental regulation in all the jurisdictions in which it
operates. The Group is unable to predict the effect of additional environmental laws and regulations
which may be adopted in the future, including whether any such laws or regulations would adversely
affect the Group’s operations. There can be no assurance that such new environmental legislation once
implemented will not oblige the Group to incur significant expenses and undertake significant
investments. The Group identifies, assesses and prioritises environmental risks on an ongoing basis,
as part of its management system. To partially deal with these uncertainties the Company does not
include carbon or emissions benefit scheme related revenues, subsidies or grants in its financial
modelling and will only report received revenues from such sources post-receipt, where they are already
received and risk has therefore been mitigated.
Audit opinion and historical financial records
The Group's audit report for the year under review, and for the two preceding years, has carried a
disclaimer of opinion, arising from the state of the Company's books and records maintained under
previous management, including gaps in the records of certain subsidiaries and the loss of the
Company's Company Secretary and financial controller in April 2024. The Financial Conduct Authority
has asked the Company to demonstrate a clean, disclaimer-free reporting position ahead of any return
to trading. The Board intends to commission audited interim accounts for the period from 1 April to 30
June 2026 — the first period wholly under the stewardship of the current Board — which the Directors
expect to be free of such disclaimers.
PENNPETRO ENERGY PLC
STRATEGIC REPORT (continued)
Annual Report & Financial Statements For
the year ended 31 March 2026
13
There is no certainty that this exercise will achieve that outcome.
Completion and valuation of the proposed reverse takeover
The Company's strategy is centred on completing a reverse takeover, principally the proposed
acquisition of an interest, of up to 100%, in the Limnytska oil and gas licence in western Ukraine.
Completion of this, and of any other proposed transaction, is subject to due diligence, definitive
contractual terms, funding, regulatory approvals (including publication of a prospectus where required)
and shareholder approval, and there can be no certainty that any such transaction will complete on the
terms currently contemplated, or at all. Any indicative valuation of the proposed transaction is dependent
in part on a Competent Person's Report which has been initiated, but has not been finalised as at the
date of this report.
Shell company status and listing category
Following the disposal of its remaining US interests, the Company became a shell company for the
purposes of the UK Listing Rules with effect from 5 June 2026.
UKLR 13.2.3G generally allows a twelve-month grace period from that date — in this case on or around
5 June 2027 — within which a shell company must either comply with the eligibility requirements for
transfer to the Equity Shares (Shell Companies) category, or otherwise resolve its listing status,
including by completing a reverse takeover. The Board's intention is that the proposed reverse takeover
will be completed within that period, following which the Company intends to seek cancellation of its
existing listing and admission of its shares under UKLR 5 as an operating company, rather than transfer
to the shell companies category; the Company has undertaken to engage with the FCA in advance
should it become apparent that this timetable will not be met. There can be no certainty that the reverse
takeover will complete within the available period, or that the FCA will grant any application the Company
may make in connection with it.
Historical accounts and secretarial arrangements
The FCA has raised questions as to whether financial periods prior to those already the subject of a
disclaimer of opinion may also have been affected by the record-keeping and secretarial deficiencies
identified under previous management.
The Company has undertaken an initial internal review of these matters and has discussed its scope
and conclusions with the FCA. The Board considers that a more extensive historical investigation would
be disproportionately costly, and unlikely, given the limited information now available, to produce a
materially different outcome, and Spark continues to engage with the FCA, on behalf of the Company
on this basis.
There can be no certainty that the FCA will accept this position.
Share register, beneficial ownership and dilution
The Company intends to rely on the non-cash consideration exemption under the Companies Act 2006
to resolve (part of) it’s outstanding obligations to issue shares relating to certain contributed shares,
supported by an independent valuation which has not been finalised as at the date of this report. The
FCA insisted on the Company seeking external, independent opinion from Legal Counsel in this
respect. The Company complied and engaged Erskine Chambers, a leading firm of London barristers
for this purpose. The opinion was received by the Company on July 21st 2026, confirming that the non-
cash consideration applies for certain contributed shares
The resolution of the Company’s obligation to issue shares in relation to the previously contributed
shares will affect the number of shares in issue and the resulting dilution of existing shareholders,
although the dilution already found its origin in the past when the share contribution transactions were
concluded.
PENNPETRO ENERGY PLC
STRATEGIC REPORT (continued)
Annual Report & Financial Statements For
the year ended 31 March 2026
14
The Company is at the date of drafting of this report, a co-defendant in ongoing litigation relating to the
beneficial ownership of certain shares, in which a claimant has sought to add the Company as an
additional defendant to proceedings against other parties.
The Board's view is that this addition is a cynical attempt to add weight to the claimant's own arguments
against the other defendants, rather than a genuine claim against the Company, and that the claim
against the Company has no real prospect of succeeding. Should the court decided that the
shareholders register should be corrected, then the Company will comply, but it cannot be a party to
proceedings about the ownership of shares.
The Company has applied to the court to strike out the claim, with a hearing now listed for 21st August
2026
There can be no certainty as to the outcome or timing of that hearing or the associated litigation, but it
should not affect other shareholders
Litigation
The Company is at the date of drafting of this report, a defendant in ongoing litigation relating to its
historic share register, in which a claimant has sought to add the Company as an additional defendant
to proceedings he had already brought against other parties.
The Board's view is that this addition is a cynical attempt to add weight to the claimant's own arguments
against the original defendants, rather than a genuine claim against the Company, and that the claim
against the Company has no real prospect of succeeding.
The Company has applied to the court to strike out the claim, with a hearing listed for August 2026, the
deadline for the filing of these audited financial statements.
The outcome was not known as at the date of approval of this report, and there can be no certainty as
to the outcome or timing of that hearing or the associated litigation.
Immediately upon the outcome becoming known to the Company an RNS will be issued. As the timing
of the hearing and publishing of this report overlap it is possible that this paragraph may be superseded.
Global Emerging Markets (GEM) settlement
The Company under former management previously arranged a £20,000,000 credit facility with GEM.
The Company defaulted under that facility, and GEM brought proceedings against the Company in
London, in which judgment was obtained against the Company in respect of an outstanding
arrangement fee. The current Board has since agreed amicable settlement terms with GEM and
conditional on the Company's return to trading, comprising the issue of shares to GEM to a value of
approximately £400,000 around the price prevailing on return to trading, creating an extension of access
to the credit facility should the Company wish to use it in future.
There can be no certainty as to the number of shares that will ultimately be issued under this
arrangement to settle the funds outstanding which will depend on the share price prevailing at the date
of return to trading. There is no visibility today as to whether the ongoing credit line will be used or to
what extent either.
This report was approved by the Board on 31 July 2026 and signed on its behalf:
Richard Spinks
Executive Co-Chairman
PENNPETRO ENERGY PLC
DIRECTORS‘ REPORT
Annual Report & Financial Statements For
the year ended 31 March 2026
15
Directors’ Report
The Directors present their Annual Report and the audited Financial Statements for the year ended 31
March 2026.
Organisation Review
The Board is responsible for providing strategic direction for the Group. This incorporates setting out
objectives, management policies and performance criteria. The Board assesses its performance against
these on a monthly basis.
Composition of the Board at 31 March 2026 was one Executive Director, one Executive Chairman and
two Non-Executive Directors.
During the year, Stephen Lunn resigned from the Board on 7 November 2025, Robert Menzel resigned
from the Board on 16 March 2026, and Sergiy Lesyk was appointed as a Non-Executive Director on 26
January 2026.
Post year end, on 17 April 2026, Ronald Derrickson was appointed as Non-Executive Co-Chairman of
the Company. On 1 May 2026, Justin Fraser Jones was appointed as a Non-Executive Director of the
Company. Composition of the Board at the date of signing these financial statements was one Executive
Director, one Executive Chairman, and four Non-Executive Directors. The Board believes that the
present composition provides an appropriate mix to conduct the Group’s affairs.
The Board is responsible for monitoring risks and uncertainties faced by the Group. These risks and
uncertainties are detailed in the Strategic Report and note 3 to the financial statements.
The corporate governance arrangement of the Group is disclosed in the Corporate Governance Report.
Directors and Directors’ interests
The Directors who held office during the year to the date of approval of these financial statements,
together with their beneficial interests in the ordinary shares of the Company, are shown below.
31 March 2026
31 March 2025
Ordinary
shares
(number)
Share
options
(number)
Ordinary
shares
(number)
Share
options
(number)
Olof Rapp
2,500,000
-
2,500,000
-
Andy Clifford (resigned 25 March
2024)
1,000,000
-
1,000,000
-
Stephen Lunn (resigned 7
November 2025)
1,404
-
1,404
-
Robert Menzel (appointed 21
January 2025, resigned 16 March
2026)
-
-
-
-
Mavriky Kalugin (appointed 16
October 2025)
-
-
-
-
Richard Spinks (appointed 29
October 2025)
-
-
-
-
Sergiy Lesyk (appointed 26
January 2026)
-
-
-
-
Justin Fraser Jones (appointed 1
May 2026)
-
-
-
-
Ronald Derrickson (appointed 17
April 2026)
-
-
-
-
The Directors who held office at 31 March 2026 are summarised as follows:
PENNPETRO ENERGY PLC
DIRECTORS‘ REPORT
Annual Report & Financial Statements For
the year ended 31 March 2026
16
Name of Director
Position
Richard Spinks
Executive Chairman (appointed 29 October 2025)
Mavriky Kalugin
Executive Director (appointed 16 October 2025)
Sergiy Lesyk
Non-Executive Director (appointed 26 January 2026)
Olof Rapp
Senior Non-Executive Director
Directors’ Remuneration
The Remuneration Committee assesses the appropriateness of the nature and amount of emoluments
of the Directors on a periodic basis by reference to relevant employment market conditions with the
overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality Board and
senior executive team.
The Directors’ remuneration and policies for appointment or replacement of directors are disclosed in
the Directors’ Remuneration Report.
Dividends
The Directors do not recommend the payment of a dividend (2025: $Nil).
Share capital and major shareholdings
The issued share capital of the Company as at 31 March 2026 comprised 112,299,089 shares of 1p
(2025: 112,299,089).
The Company has only one class of share capital formed of ordinary shares. All shares forming part of
the ordinary share capital have the same rights and each carry one vote.
As at 31 July 2026 the Company had been notified of the following interests in the Company’s ordinary
share capital:
Number of shares
Percentage (%)
Hargreaves Lansdown (Nominees) Limited
9,899,411
8.82
Interactive Investor Services Nominees
Limited
8,697,695
7. 75
Hargreaves Lansdown (Nominees) Limited
7,558,903
6.73
Hargreaves Lansdown (Nominees) Limited
7,317,390
6.52
Interactive Investor Services Nominees
Limited
6,891,873
6.14
Jesse White
6,000,000
5.34
Barclays Direct Investing Nominees Limited
5,434,715
4.84
HSDL Nominees Limited
4,980,290
4.43
Pershing Nominees Limited
4,639,527
4.13
HSDL Nominees Limited
3,875,662
3.45
Interactive Investor Services Nominees
Limited
3,672,134
3.27
PENNPETRO ENERGY PLC
DIRECTORS‘ REPORT
Annual Report & Financial Statements For
the year ended 31 March 2026
17
These interests are before issuing shares owed to shareholders who previously contributed their shares
to the Company.
To the best of the Directors’ knowledge, no shareholder directly or indirectly exercises, or could
exercise, control over the Company.
Going Concern
These financial statements have been prepared on the going concern basis, as set out in Note 2.3.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the
foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking
protection from creditors pursuant to laws or regulations.
The Group received no income from oil sales in the year to 31 March 2026, even along with reducing
expenditure for the financial year 2027, the forecasts indicate that the Group and Parent Company, in
order to meet their operational objectives, and expected liabilities as they fall due, will be required to
raise additional funds within the next 12 months.
On 24 September 2025, the Company entered into a convertible loan note agreement to provide the
Company with £250,000 for working capital requirements. Another convertible loan note agreement to
provide the Company with £250,000 for working capital requirements was entered into on 24 January
2026. A third convertible loan note agreement, for £325,000, was entered into on 30 April 2026. Further
details are set out in Note 20. The Board considers it likely that a further convertible loan note, of up to
£500,000, will be required, likely from RMD Group, before completion of the proposed reverse takeover,
publication of a Prospectus, and return to trading, in order to meet the Group's funding requirements
through to that point.
Whilst the Directors are confident that they will secure the necessary funding, the current conditions do
indicate the existence of a material uncertainty that may cast significant doubt regarding the applicability
of the going concern assumption. The Directors are confident in the Company’s ability to raise additional
funds as required, from existing and/or new investors, within the next 12 months. Thus, they continue to
adopt the going concern basis of accounting preparing these financial statements.
PENNPETRO ENERGY PLC
DIRECTORS‘ REPORT
Annual Report & Financial Statements For
the year ended 31 March 2026
18
Events after the Reporting Period
See note 30 for details.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
• there is no relevant audit information of which the Company's auditor is unaware; and
• the Directors have taken all steps that they ought to have taken to make themselves aware of
any relevant audit information and to establish that the auditor is aware of that information.
Independent Auditor
The auditor, Crowe U.K. LLP was appointed in accordance with section 485 of the Companies Act 2006
to audit the accounts of Pennpetro Energy Plc for the year ended 31 March 2026.
This report was approved by the board on 31 July 2026 and signed on its behalf:
Richard Spinks
Executive Chairman
PENNPETRO ENERGY PLC
DIRECTORS’ INFORMATION
Annual Report & Financial Statements for
the year ended 31 March 2026
19
As at the date of this report, the following directors held office in the Company:
Olof Nils Anders Rapp, Non-Executive Director
Olof Rapp has vast international experience in the aerospace and automotive sector and has held
leading managerial positions with Rolls- Royce International, Volvo Truck Corporation and VistaJet
International in South America, Middle East and Asia. His last position at Rolls Royce was as Regional
Director, Malaysia, with overall responsibility for Rolls-Royce Plc’s business in Malaysia and Brunei
(Aviation, Marine, Nuclear and Oil & Gas). Olof serves as a Board Director in Serunai Commerce Sdn
Bhd. He has also served as Director of European Chamber of Commerce Malaysia (EuroCham), and
Vice President of Swedish Chamber of Commerce Malaysia (SwedCham).
Richard George Spinks, Executive Co-Chairman
Richard, a serial entrepreneur, has 40 years’ experience working across sectors including technology,
fisheries, agriculture, forestry, and for the past 13 years, renewable energy and decarbonisation fuel
product development. He has founded several disruptive companies in traditional industry sectors, held
executive and board positions in privately held, and in both US and UK listed entities. Richard works
internationally and has deep knowledge ad strong connections, including in Ukraine where he has been
active for over 20 years. Richard is multi-lingual and a strong communicator in multiple languages.
Mavriky Anisimovich Kalugin, Chief Executive Officer
Mavriky Kalugin has over 28 years of experience in the oil and gas sector and extensive global expertise
in managing upstream and service companies, greenfield and brownfield development, and production
optimization. He recently served as Executive Director and COO and Naftogaz Group in Ukraine. Mavriky
also works as Deputy Chair for Ukrnafta JSC, and Executive Vice President for production and refining.
Previously, Mavriky held senior positions for Petrofac, Cairn India, TNK-BP, ConocoPhillips, and ARCO-
Alaska. He has a BSc Chemical Engineering degree from the University of Idaho and is a US citizen,
from Alaska.
Sergiy Lesyk, Independent Non-Executive Director
Sergiy Lesyk has over 25 years of experience in the international financial services sector, including
wealth management, corporate finance, and investment banking. He is currently Director of Research
and Analytics at FTSE Russell, a subsidiary of the London Stock Exchange Group. He previously served
as Head of Representative Office at UBS AG, representing the largest Wealth Manager in Ukraine, and
Head of Research at Millenium Capital. Sergiy is a chartered certified accountant, having started his
career at Price Waterhouse in 1994, and graduating from the London School of Economics.
Ronald Derrickson, Non-Executive Co-Chairman
Grand Chief Derrickson is the Owner and President of RMD Group, and a leading, highly successful
Indigenous entrepreneur known across Canada and the United States for his leadership in Indigenous
economic development and protection of Indigenous Rights.
RMD Group is Pennpetro's Convertible Loan Note lender and the appointee of two Board Directors along
with behind the vendor-side counterparty in the proposed Limnytska licence.
After being elected Chief of Westbank First Nation in 1976. He served as Chief of the Westbank First
Nation from 1976 to 1986 and from 1996 to 1998, taking his community from an indebted People with
limited prospects to one of Canada’s most successful Indigenous Bands, with an annual GDP of over
c.$1billion today, and one of the fastest growing communities in British Columbia and Canada.
Ron was honoured by his peers and elected unanimously by the Union of BC Indian Chiefs in 2012 as
Grand Chief for Life, in recognition of his service to his People.
He has been a lifelong defender of the rights of Indigenous People and was responsible for succeeding
in gaining forestry rights, Canada-wide for Indigenous Peoples where prior, there were none. His
PENNPETRO ENERGY PLC
DIRECTORS’ INFORMATION
Annual Report & Financial Statements for
the year ended 31 March 2026
20
relationships are incredibly valuable when resources and Indigenous involvement are present too,
through his involvement Pennpetro is evaluating unique opportunities and exploring new economic
models for resource development in Canada.
Ron is also an award-winning author, working on his seventh book to date, and a philanthropist providing
among other valuable programs, scholarships, providing education to Indigenous students who
otherwise would not enjoy the opportunities that some take for granted, reversing his own personal
experiences as a young Indigenous man growing up.
Justin Fraser Jones, Non-Executive Director
Justin Fraser Jones was appointed to the Board in 2026, and is a Chartered Management Institute
qualified senior leader with over 30 years' experience in governance, risk management, regulatory
compliance, financial oversight and strategic delivery, with deep expertise in forensic investigation,
financial crime and board-level advisory services.
Mr Jones is a former Detective Chief Inspector and Senior Investigating Officer with Hertfordshire
Constabulary (1982 to 2012), where he led major investigations into serious, organised crime, money
laundering and fraud, with full accountability for governance, evidence integrity, risk management and
regulatory compliance. He holds specialist expertise in anti-money laundering, the Regulation of
Investigatory Powers, Human Rights legislation and data protection, and was awarded both a Judge's
Commendation and a Chief Constable's Commendation during his service.
Since leaving the police service, Mr Jones has built a portfolio of board and consultancy roles.
He is currently a director and shareholder of Deuce Consultancy Limited, through which he provides
forensic investigation, strategic advisory and corporate governance services to commercial clients
21
PENNPETRO ENERGY PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Annual Report & Financial Statements for
the year ended 31 March 2026
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in
accordance with applicable laws and regulations.
Under Company law the Directors must not approve the Financial Statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Company and Group as at the end of the
financial year and of the profit or loss of the Group for that period. In preparing these Financial
Statements, the Directors are required to:
● select suitable accounting policies and then apply them consistently;
● make judgments and accounting estimates that are reasonable and prudent;
● state whether the applicable UK adopted international accounting standards have been followed
subject to any material departures disclosed and explained in the Financial Statements; and
● prepare the Financial Statements on a going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Company and the Group and enable them to ensure that the Financial Statements comply
with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of the Financial Statements may differ from legislation in other
jurisdictions.
Directors’ Responsibility pursuant to DTR4
Each of the Directors whose names and functions are listed on page 2 confirm that, to the best of their
knowledge and belief:
● The Financial Statements give a true and fair view of the assets, liabilities, financial position and
loss of the Group and Company; and
● The Annual Report and Financial Statements, including the Strategic Report, includes a fair
review of the development and performance of the business and the position of the Group and
Company, together with a description of the principal risks and uncertainties that they face.
This statement was approved by the board on 31 July 2026 and signed on its behalf:
Richard Spinks
Executive Chairman
PENNPETRO ENERGY PLC
CORPORATE GOVERNANCE REPORT
Annual Report & Financial Statements for
the year ended 31 March 2026
22
Corporate Governance Practices
Pennpetro Energy plc’s ordinary shares are listed on the London Stock Exchange in the Equity Shares
(Transition) category and is thus not required to comply with the requirements of the U.K. Corporate
Governance Code (“the Code”) as issued by the Financial Reporting Council. The disclosures below
are required by the UKLA’s Disclosure and Transparency Rule 7.
The Board is committed to ensuring the highest standards of corporate governance, and voluntarily
complies with, subject to the exceptions listed below, the supporting principles and provisions set out in
the Code.
The Company is small with no current resource base following the disposal of its US subsidiaries in
March of 2026, within this reporting period.
The Company has a clear mandate to optimise the allocation of limited resources to support its
development plans. As such, the Company strives to maintain a balance between conservation of
limited resources and maintaining robust corporate governance practices. As the Company evolves, the
Board is committed to enhancing the Company’s corporate governance policies and practices deemed
appropriate for the size and maturity of the Company.
Section 1: Board Leadership and Company Purpose
The Company’s purpose is to focus on developing strategic traditional and transition energy projects.
The Board ensures that the Company’s strategy, operational objectives, and governance framework are
aligned with this purpose.
The Board determines the strategic objectives of the Company and oversees their implementation with
a focus on long-term value generation and preservation.
The Board reviews opportunities and risks to the future success of the Company through regular Board
Meetings. The Board usually meets a minimum of four times per year but may meet more frequently on
an ad-hoc basis as and when required. The Chairman is ultimately responsible for ensuring that each
board decision is taken having sufficient information on and with all due discussion as is relevant to
such discussion.
Culture underpins the delivery of strategy and long-term success. The Board monitors and assesses
culture through
● Review of operational performance and conduct;
● Oversight of regulatory compliance;
● Consideration of stakeholder feedback; and
● Review of adherence to expected standards of behaviour.
The Board takes corrective action where behaviours or practices are not aligned with the Company’s
values or governance expectations.
During the year to 31 March 2026, no resolutions received 20% or more of votes cast against the
Board’s recommendation.
The Board has procedures in place to identify and manage conflicts of interest. The Board is aware of
the other commitments and interests of its Directors and changes to these commitments and interests
are report to, and, where appropriate, agreed with the rest of the Board. Declared interests are recorded
in the minutes.
All Directors have made a declaration as to their other activities, directorships and shareholdings
and have declared formally any existing conflicts of interest.
Section 2: Division of Responsibilities
The Group has a schedule of matters reserved for its own decision and two committees comprised of
PENNPETRO ENERGY PLC
CORPORATE GOVERNANCE REPORT
Annual Report & Financial Statements for
the year ended 31 March 2026
23
Non-Executive Directors: The Audit Committee and the Remuneration Committee, each with delegated
duties and responsibilities set out in respective Terms of Reference.
The division of responsibilities between the Chairman and the Chief Executive Officer is clearly defined,
however, they work closely together to ensure effective decision making and successful delivery of the
Group’s strategy.
During the year, the Board held 6 meetings. Attendance was as follows:
Director
Meetings Attended
Meetings Eligible
Olof Rapp
6
6
Stephen Lunn
4
4
Robert Menzel
5
6
Richard Spinks
3
3
Mavriky Kalugin
3
3
Sergiy Lesyk
1
1
Ronald Derrickson
-
-
Justin Jones
-
-
Section 3: Composition, Succession and Evaluation
During the year, the Board comprised of one Executive Director, one Executive Chairman and two Non-
Executive Directors. Directors stand for election at the first Annual General Meeting (“AGM”) following
their appointment by the Board. One-third of the Board are to retire annually and be re-elected after this.
Provision 18 of the UK Corporate Governance Code asks that directors are re-elected annually, however
the Company has not adopted this Provision.
The Board has established an Audit Committee and a Remuneration Committee; each currently
comprises two members. The Code recommends that a small company Audit Committee and
Remuneration Committee should have at least two members and the Company complies.
The Board has significant experience in the oil and gas and transition energy sectors and from that, a
strong network of individuals working in the sector. The Board leads the process for Board appointments
and is responsible for review of the Board size, structure, and composition (both executive and non-
executive) including any potential new applicants to ensure the Board contains the right balance of skills,
knowledge, and experience to manage and grow the business.
The Board does not carry out a formal annual evaluation of its performance, its committees, the
Chairman, and individual Directors, which is contrary to the recommendation of Code Provision 21.
However, the Chairman continuously considers the performance of the Board, its committees and of
individual directors on an ongoing basis and provides feedback when appropriate.
The Board considers the time and cost involved in carrying out a formal process, especially one that is
externally facilitated, cannot be justified for the Company at this stage in its development. Nonetheless,
the Board acknowledges the merits in carrying out formal board evaluations and will monitor the
continuing suitability of this stance as the Company grows in size.
Section 4: Audit, Risk and Internal Control
The Audit Committee currently comprises Sergiy Lesyk (Chair) and Olof Rapp in accordance with the
Code, which recommends that a small company Audit Committee should have at least two members.
Committee composition will be reviewed as the Company develops.
The Board considers both principal and emerging risks as part of its ongoing risk review process.
Emerging risks are identified through:
● Regular Board discussions;
● Engagement with advisers;
● Monitoring regulatory and industry developments; and
● Assessment of operational and environmental developments.
PENNPETRO ENERGY PLC
CORPORATE GOVERNANCE REPORT
Annual Report & Financial Statements for
the year ended 31 March 2026
24
Where emerging risks are identified, the Board evaluates their potential impact and likelihood and
implements mitigating actions, which may include operational controls, insurance, contractual protections
or strategic adjustments.
The Board is responsible for the Company’s risk management and internal control systems. The Board
monitors these systems on an ongoing basis and has conducted an internal review post year end.
Section 5: Remuneration
The Remuneration Committee currently comprises Sergiy Lesyk (Chair) and Olof Rapp. During the year,
the Remuneration Committee:
● Reviewed directors’ remuneration arrangements;
● Assessed the appropriateness of directors’ fees in light of the Company’s size, performance, and
financial position; and
● Considered market comparators where appropriate.
The Committee ensures that remuneration arrangements support the long-term success of the Company
and do not encourage excessive risk-taking.
As the Company is in a transition stage, the use of traditional performance standards, such. as corporate
profitability, is not considered to be appropriate in the evaluation of corporate or directors’ performance.
Discretionary bonuses may be paid to aid staff retention and reward performance. The Board considers
that the remuneration policy has operated as intended in terms of Company performance and quantum.
Provisions not applied
The following describes the ways in which the Company does not comply with the detailed provisions
of the Code and the Board’s rationale thereon:
• the Board has considered the requirement to prepare a viability statement. As the Group is in the early
stages of establishing operations and has not yet achieved a stable revenue base, the Board does
not consider it appropriate to provide a viability statement this year. This position will be reviewed
annually, and a viability statement will be prepared once operations and revenue generation have
reached a stable and sustainable level. Further details regarding the Group’s assessment of going
concern are provided in note 2.3 of these financial statements;
• the Board as a whole reviews audit and risk matters in accordance with adopted terms of reference
which govern the matters to be reviewed and the frequency with which such matters are considered.
The Board is responsible for the appointment of auditors and approval of their remuneration, monitors
and reviews the integrity of the Company’s financial statements, and takes responsibility for any formal
announcements on the Company’s financial performance;
• the Board as a whole will be responsible for the appointment of executive and non-executive Directors.
The Company does not currently believe it is necessary to have a separate nominations committee
at this time. The requirement for a nominations committee will be considered on an ongoing basis;
• the Board believes in the benefits of diversity, including the need for diversity in order to effectively
represent shareholders’ interests. This diversity is not restricted to gender but also includes
geographic location, nationality, skills, age, educational and professional background. The board’s
policy remains that selection should be based on the best person for the role;
• the Board as a whole will consider the Board’s size, structure and composition and the scale and
structure of the Directors’ fees, taking into account the interests of Shareholders and the performance
of the Company;
• the Board does not comply with the provision of the Corporate Governance Code that at least half of
the Board, excluding the Chairman, should comprise non-executive directors determined by the Board
to be sufficiently independent;
PENNPETRO ENERGY PLC
CORPORATE GOVERNANCE REPORT
Annual Report & Financial Statements for
the year ended 31 March 2026
25
• the Company has in place procedures ensuring compliance with the new Market Abuse Regulation
and the Board will be responsible for taking all proper and reasonable steps to ensure compliance
with the Market Abuse Regulation by the Directors; and
• the Board did not carry out a review of the effectiveness of the Company’s risk management and
controls; however, this has been carried out after the year end.
PENNPETRO ENERGY PLC
CORPORATE GOVERNANCE REPORT (continued)
Annual Report & Financial Statements for
the year ended 31 March 2026
26
The Board of Directors
As at 31 March 2026, the Board of Directors comprised four members: one Executive Director, one
Executive Chairman and two Non-Executive Directors. The Executive Chairman and Executive Director
have a wealth of experience analytically covering the oil and gas and transition energy industries.
Similarly, the Non-Executive Directors have extensive corporate and financial experience. Since the
year end, two additional Non-Executive Directors have been appointed.
The Company has adopted an internal policy of regular face to face meetings in which all Board
members discuss any issues as and when they arise in relation to the Board or any individual member's
performance.
Board Meetings
The Board ordinarily meets bi-monthly and as and when further required, providing effective leadership
and overall management of the Group's affairs by reference to those matters reserved for its decision.
This includes the approval of the budget and business plan, major capital expenditure, acquisitions and
disposals, risk management policies and the approval of the financial statements. Formal agendas,
papers and reports are sent to the Directors, in a timely manner, prior to the Board meetings. Board
meetings were mostly held telephonically.
Internal Controls
The Board recognises the importance of both financial and non-financial controls and has reviewed the
Group's control environment and any related shortfalls during the year and ongoing. Since the Group
was established, the Directors are satisfied that, given the current size and activities of the Group,
adequate internal controls have been implemented, since October of 2025. Whilst they are aware that
no system can provide absolute assurance against material misstatement or loss, in light of the current
activity and proposed future developments of the Group, continuing reviews of internal controls will be
undertaken to ensure that they are adequate and effective.
Relations with Shareholders
The Board is committed to providing effective communication with the shareholders of the Company.
Significant developments are disseminated through stock exchange announcements and regular
updates on the Company website. The Board views the Annual General Meeting as a forum for
communication between the Group and its shareholders and encourages their participation in its
agenda. Since October, 2025, the Company has organised additional regular online Q and A sessions
inviting shareholders to discuss their concerns or questions with the Company.
Richard Spinks
Executive Chairman
PENNPETRO ENERGY PLC
DIRECTORS’ REMUNERATION REPORT (continued)
Annual Report & Financial Statements for
the year ended 31 March 2026
27
Directors’ Remuneration Report
Annual statement
In the year ended 31 March 2026, no major changes were made to the Directors’ Remuneration Policies.
The Company’s Remuneration Committee operates within the terms of reference approved by the Board.
The Remuneration Committee comprised two Directors, Sergiy Lesyk (Chair of the Remuneration
Committee) and Olof Rapp. In the year to 31 March 2026, the Remuneration Committee documented
one review.
The items included in this report are unaudited unless otherwise stated.
Committee’s main responsibilities
• The Remuneration Committee considers the remuneration policy, employment terms and
remuneration of the Executive Directors;
• The Remuneration Committee’s role is advisory in nature and it makes recommendations to the
Board on the overall remuneration package for the Executive Directors in order to attract, retain and
motivate high quality executives capable of achieving the Company’s objectives;
• The Remuneration Committee also reviews proposals for any share option plans and other incentive
plans, makes recommendations for the grant of awards under such plans as well as approving the
terms of any performance-related pay schemes;
• The Board’s policy is to remunerate the Company’s executives fairly and in such a manner as to
facilitate the recruitment, retention and motivation of suitably qualified personnel; and
• The Remuneration Committee, when considering the remuneration packages of the Company’s
executives, will review the policies of comparable companies in the industry.
Directors’ remuneration (audited)
Fees and benefits of $457,783 were payable to Directors who held office during the year ended 31
March 2026 (2025: $421,367).
Salary
$
Valuation of
options
$
Taxable
benefits
$
Other
receipts
received
$
Pension
benefits
$
2026
Total
$
Olof Rapp
80,413
-
-
-
-
80,413
David Lenigas
-
-
-
-
-
-
Thomas Evans
-
-
-
-
-
-
Stephen Lunn
160,827
-
-
-
-
160,827
Robert Menzel
160,827
-
-
-
-
160,827
Richard Spinks
20,103
-
-
-
-
20,103
Sergiy Lesyk
15,510
-
-
-
-
15,510
Mavriky Kalugin
20,103
-
-
-
-
20,103
457,783
-
-
-
-
457,783
Salary
$
Valuation of
options
$
Taxable
benefits
$
Other
receipts
received
$
Pension
benefits
$
2025
Total
$
Olof Rapp
57,402
-
-
-
-
57,402
David Lenigas
84,263
-
-
-
-
84,263
Thomas Evans
123,840
-
-
-
3,428
127,268
PENNPETRO ENERGY PLC
DIRECTORS’ REMUNERATION REPORT (continued)
Annual Report & Financial Statements for
the year ended 31 March 2026
28
The Directors’ remuneration is disclosed in full in the above table and is not linked to performance.
All current Directors’ service contracts are kept available for inspection at the Company’s registered
office.
All shares and interests held by the Directors are disclosed in the Directors’ report.
Total pension entitlements (audited)
The Company currently does not have any pension plans for any of the Directors and does not pay
pension amounts in relation to their remuneration.
The Company has not paid out any excess retirement benefits to any Directors or past Directors.
Payments to past directors (audited)
The Company has not paid any compensation to past Directors.
Payments for loss of office (audited)
No payments were made for loss of office during the year.
Directors’ interests in share warrants (audited)
None of the Directors had interests in share warrants.
Consideration of shareholder views
The Remuneration Committee considers shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from time to time, is
considered as part of the Company’s periodic reviews of its policy on remuneration.
Statement of policy on Directors’ remuneration
The Company’s policy is to maintain levels of remuneration so as to attract, motivate, and retain
Directors and Senior Executives of the highest calibre who can contribute their experience to
deliver industry leading performance with the Company’s operations. Currently Director’s
remuneration is not subject to specific performance targets.
In the future, the Company may introduce a remuneration policy that aligns Executive
compensation with corporate and individual performance. This policy aims to align the interests of
Directors with those of shareholders and incentivize them to excel. The Remuneration Committee
reviews the remuneration policy and employment terms for Directors, making recommendations to
the Board of Directors for the overall remuneration packages. No Director participates in any
decision directly affecting their own remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities, the
individual's experience and their current base salary. Where an individual is recruited at below
market norms, they may be re-aligned over time (e.g. two to three years), subject to performance
in the role. Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Committee may agree that the Company will meet
certain relocation and/or incidental expenses as appropriate.
Stephen Lunn
89,292
-
-
-
-
89,292
Robert Menzel
63,142
-
-
-
-
63,142
417,939
-
-
-
3,428
421,367
PENNPETRO ENERGY PLC
DIRECTORS’ REMUNERATION REPORT (continued)
Annual Report & Financial Statements for
the year ended 31 March 2026
29
Policy on payment for loss of office
Payment for loss of office would be determined by the Remuneration Committee, taking into
account contractual obligations.
Other matters
The Company does not currently have any annual or long-term incentive schemes in place for any
of the Directors and as such there are no disclosures in this respect.
Olof Rapp
Non-Executive Director
31 July 2026
PENNPETRO ENERGY PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Annual Report & Financial Statements for the year ended 31 March 2026
37
Note | Year ended 31 | Year ended 31 | |
March 2026 | March 2025 | ||
$ | $ | ||
Administrative expenses | 6 | ( | ( |
Operating loss | ( | ( | |
Finance expense | 9 | ( | ( |
Finance income | |||
Loss before tax | ( | ( | |
Income tax | |||
Loss after tax from continuing activities | ( | ( | |
Profit/(loss) for the year from discontinued activities | 25 | ( | |
Profit/(loss) attributable to the owners of the parent | ( | ||
Other comprehensive income | |||
Items that may be reclassified subsequently to profit or loss: | |||
Currency translation differences | ( | ||
Other comprehensive income/(loss), net of tax | ( | ||
Total comprehensive profit/(loss) for the year | ( | ||
attributable to the owners of the parent | |||
Earnings per share from continuing operations | |||
attributable to owners of the parent: | |||
Basic and diluted earnings/(loss) per share (cents) | 11 | ( | ( |
Earnings per share from discontinued operations: | |||
Basic and diluted earnings/(loss) per share (cents) | 11 | ( | |
Earnings per share from total operations: | |||
Basic and diluted earnings/(loss) per share (cents) | 11 | ( |
The notes on pages 44 to 66 form part of these financial statements.
PENNPETRO ENERGY PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Annual Report & Financial Statements for the year ended 31 March 2026
38
Company number: 10166359
Note | 31 March | 31 March | |
2026 | 2025 | ||
$ | $ | ||
ASSETS | |||
Current assets | |||
Trade and other receivables | 13 | ||
Cash and cash equivalents | 14 | ||
Total current assets | |||
TOTAL ASSETS | |||
EQUITY AND LIABILITIES | |||
Equity attributable to owners of the parent | |||
Share capital | 15 | ||
Share premium | 15 | ||
Convertible loan note reserve | 18 | ||
Reorganisation reserve | ( | ( | |
Foreign exchange reserve | ( | ( | |
Retained losses | ( | ( | |
Total equity | ( | ( | |
Current liabilities | |||
Trade and other payables | 19 | ||
Borrowings | 16 | ||
Convertible loan notes | 18 | ||
Total current liabilities | |||
TOTAL EQUITY AND LIABILITIES |
These financial statements were approved by the Board of Directors on 31 July 2026 and signed on its
behalf by:
Richard Spinks
Executive Co-Chairman
The notes on pages 44 to 66 form part of these financial statements.
PENNPETRO ENERGY PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Annual Report & Financial Statements for the year ended 31 March 2026
40
The notes on pages 44 to 66 form part of these financial statements.
Convertible | Reorganisa | Foreign | ||||||
Share | Share | loan note | tion | exchange | Retained | Total | ||
capital | premium | reserve | reserve | reserve | losses | Equity | ||
Note | $ | $ | $ | $ | $ | $ | $ | |
As at 1 April 2024 | ( | ( | ( | ( | ||||
Comprehensive loss for the year | ||||||||
Profit/(Loss) for the year | ( | ( | ||||||
Foreign exchange differences | ( | ( | ||||||
Total comprehensive loss for the year | ( | ( | ( | |||||
Transactions with owners | - | - | - | - | - | - | - | |
Issue of share capital | ||||||||
Cost of issue | ( | ( | ||||||
Total transactions with owners | ||||||||
As at 31 March 2025 | ( | ( | ( | ( | ||||
As at 1 April 2025 | ( | ( | ( | ( | ||||
Comprehensive loss for the year | ||||||||
Profit/Loss) for the year | ||||||||
Other comprehensive loss for the year | ||||||||
Foreign exchange differences | ||||||||
reclassified to profit or loss on disposal | ||||||||
Total comprehensive loss for the year | ||||||||
Transactions with owners | ||||||||
Issue of convertible loan notes | 18 | |||||||
Total transactions with owners | ||||||||
As at 31 March 2026 | ( | ( | ( | ( |
PENNPETRO ENERGY PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
Annual Report & Financial Statements for the year ended 31 March 2026
41
The notes on pages 44 to 66 form part of these financial statements.
Note
Share
capital
$
Share
premium
$
Convertible
loan note
reserve
$
Foreign
exchange
reserve
$
Retained
losses
$
Total
Equity
$
As at 1 April 2024
1,277,639
8,443,248
4,172,846
(214,671)
(15,459,199)
(1,780,137)
Comprehensive loss for the year
Loss for the year
-
-
-
-
(979,040)
(979,040)
Foreign exchange differences
-
-
-
(53,467)
-
(53,467)
Total comprehensive loss for
the year
-
-
-
(53,467)
(979,040)
(1,032,507)
Transactions with owners
-
-
-
-
-
-
Issue of share capital
154,256
849,224
-
-
-
1,003,480
Cost of issue
-
(36,694)
-
-
-
(36,694)
Total transactions with owners
154,256
812,530
-
-
-
966,786
As at 31 March 2025
1,431,895
9,255,778
4,172,846
(268,138)
(16,438,239)
(1,845,858)
As at 1 April 2025
1,431,895
9,255,778
4,172,846
(268,138)
(16,438,239)
(1,845,858)
Comprehensive loss for the year
Loss for the year
-
-
-
-
(1,035,689)
(1,035,689)
Other comprehensive loss for the
year
-
-
-
(29,527)
-
(29,527)
Total comprehensive loss for
the year
-
-
-
(29,527)
(1,035,689)
(1,065,216)
Transactions with owners
Issue of convertible loan notes
18
-
-
228,645
-
-
228,645
Total transactions with owners
-
-
228,645
-
-
228,645
As at 31 March 2026
1,431,895
9,255,778
4,401,491
(297,665)
(17,473,928)
(2,682,429)
PENNPETRO ENERGY PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
Annual Report & Financial Statements for
the year ended 31 March 2026
42
Year ended | Year ended | |
31 March | 31 March | |
2026 | 2025 | |
$ | $ | |
Cash Flows from operating activities | ||
Profit/(Loss) for the year | ( | |
Gain on disposal group | ( | |
Release of PAYE creditor balance | ( | |
Foreign exchange | ( | ( |
Finance costs | ||
Impairment charge | ||
Restricted cash write off | ||
Changes to working capital | ( | ( |
Decrease in trade and other receivables | ( | |
Increase in trade and other payables | ||
Net Cash used in operating activities | ( | ( |
Cash Flows from investing activities | ||
Purchases of property, plant and equipment | ( | |
Loss of inaccessible subsidiary bank balance | ( | |
Net Cash generated from / (used in) investing activities | ( | ( |
Cash Flows from financing activities | ||
Proceeds from convertible loan notes | ||
Transaction costs on issue of convertible loan notes | ( | |
Proceeds from issues of ordinary shares | ||
Transaction costs on issue of ordinary shares | ( | |
Proceeds from borrowings | ||
Repayment of borrowings | ( | ( |
Net Cash generated from financing activities | ||
Net (Decrease)/Increase in Cash and Cash Equivalents | ( | |
Cash and cash equivalents at the beginning of the period | ||
Effect of exchange rates on cash balance | ( | |
Cash and Cash Equivalents at the End of the Period |
Major non-cash transactions
During the period, the Company wrote off the full bank balance of $55,567 held by its subsidiary, Nobel
Petroleum LLC, as the current directors were unable to access the account. Access remained under the
authority of former directors, who did not provide the necessary access to the Company.
The notes on pages 44 to 66 form part of these financial statements.
PENNPETRO ENERGY PLC
COMPANY STATEMENT OF CASH FLOWS
Annual Report & Financial Statements for
the year ended 31 March 2026
43
Period end
31 March
2026
Period
end 31
March
2025
$
$
Cash Flows from Operating Activities
Loss for the year
(1,035,689)
(979,040)
Release of PAYE creditor balance
(172,127)
-
Finance costs
65,484
38,343
Impairment of intercompany loan balance
73,760
-
Unrealised foreign exchange
(37,614)
(53,467)
(1,106,186)
(994,164)
Changes to working capital
Increase in trade and other receivables
(24,804)
(84,084)
Increase in trade and other payables
477,282
146,543
452,478
62,459
Net cash used in Operating Activities
(653,708)
(931,705)
Net Cash generated used in Investing Activities
-
-
Cash Flows from Financing Activities
Proceeds from issue of ordinary shares
-
1,003,480
Transaction costs on issue of ordinary shares
-
(36,694)
Proceeds from convertible loan notes
671,750
-
Transaction costs on issue of convertible loan notes
(13,432)
Net Cash generated from Financing Activities
658,318
966,786
Net movement in Cash and Cash Equivalents
4,610
35,081
Cash and cash equivalents at the beginning of the
year
35,122
41
Effect of exchange rates on cash balances
701
-
Cash and Cash Equivalents at the end of the
year
40,433
35,122
The notes on pages 44 to 66 form part of these financial statements.
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
44
1. CORPORATE INFORMATION
Pennpetro Energy Plc (the “Company”) is a public limited company which is listed on the London Stock
Exchange in the Equity Shares (Transition) category of the Official List and incorporated and domiciled
in England and Wales . Its registered office address is Eastcastle House, 27-28 Eastcastle Street,
The consolidated financial statements of the Company consist of the following companies (together the
“Group”):
Pennpetro Energy plc | UK registered company |
Pennpetro Greentec Limited | Cyprus registered company |
Pennpetro Greentec UK Limited | UK registered company |
During the year, the Group was an oil and gas developer with assets in Texas, United States. Prior to 30
March 2026, the Company’s US-based subsidiaries owned a portfolio of leasehold petroleum mineral
interests centred on the City of Gonzales, in southeast Texas, comprising the undeveloped central portion
of the Gonzales Oil Field.
On 30 March 2026, the Company signed a loan release agreement with Petroquest Energy Limited
(“Petroquest”). The terms of the agreement (as amended on June 3 with effect from 30 March 2026) was
that the Group would be discharged from all liabilities under the loan held with Petroquest. In exchange,
the Company disposed of its entire equity holding in Pennpetro USA Corp and its 100% owned indirect
subsidiaries (Nobel Petroleum USA Inc. and Nobel Petroleum LLC). As a result, these entities are no
longer consolidated in the Group financial statements.
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
45
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
46
Standard | Impact on initial application | Effective date |
IAS 21 (Amendments) | Lack of Exchangeability | 1 January 2025 |
Standard | Impact on initial application | Effective date |
IFRS 9 (Amendments) | Classification and Measurement of Financial Instruments | 1 January 2026 |
IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 |
IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
47
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
48
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
49
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
50
Share capital | Amount subscribed for share capital at nominal value | ||||||||||
Share premium | Amount subscribed for share capital in excess of nominal value | ||||||||||
Reorganisation reserve | Reserve | created | on | issue | of | shares | on | acquisition | of | ||
subsidiaries | |||||||||||
Convertible loan note reserve | Represents the equity of instruments with a convertible element | ||||||||||
Foreign exchange reserve | Cumulative translation differences | ||||||||||
Retained losses | Cumulative | net | and | gains | in | losses | recognised | the | |||
consolidated statement of comprehensive income |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
51
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
52
Less than 1 year | Between 1 and 5 | Total | |
($) | years ($) | ($) | |
At 31 March 2026 | |||
Trade and other payables | 2,282,392 | - | 2,282,392 |
Convertible loan notes | - | 737,623 | 737,623 |
Total | 2,282,392 | 737,623 | 3,020,015 |
Less than 1 year | Between 1 and 5 | Total | |
($) | years ($) | ($) | |
At 31 March 2025 | |||
Borrowings | 4,717,031 | - | 4,717,031 |
Trade and other payables | 2,403,955 | - | 2,403,955 |
Total | 7,120,986 | - | 7,120,986 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
53
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
54
Year ended | Year ended | |
31 March 2026 | 31 March 2025 | |
$ | $ | |
Oil and Gas | - | - |
Total revenue | - | - |
Year ended | Year ended | |
Group | 31 March | 31 March |
2026 | 2025 | |
$ | $ | |
Legal, professional and compliance costs | 760,916 | 459,499 |
Wages and salaries | 262,815 | 435,627 |
Year ended | Year ended | |
31 March | 31 March | |
2026 | 2025 | |
$ | $ | |
The audit of the Parent Company and consolidated financial | ||
statements | 84,433 | 76,536 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
55
2026 | 2025 | |
Directors | 4 | 3 |
9. FINANCE COSTS – continued operations
2026 | 2025 | |
$ | $ | |
Interest on borrowings | 147,014 | 357,969 |
Interest on convertible loan note | 65,484 | - |
212,498 | 357,969 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
56
2026 | 2025 | |
$ | $ | |
Profit/(loss) for the year before taxation | 4,076,123 | (1,717,113) |
UK Profit/(loss) before tax multiplied by the UK | ||
tax rate 25% (2025: 25%) | 1,019,031 | (429,278) |
Tax effect of: | ||
Gain on disposal | (1,340,484) | - |
Expenses and losses within discontinued operations for which no UK tax benefit is recognised | (33,691) | - |
Expenses not deductible for tax purposes | - | 117,253 |
Difference in overseas tax rate | - | (2,295) |
Movement in deferred tax not recognised | 355,144 | 314,320 |
- | - |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
57
Company | 2026 | 2025 |
$ | $ | |
Cost | ||
At 1 April | - | - |
At 31 March | - | - |
Subsidiary | Country of | Registered address | Proportion of | Principal |
incorporation | ordinary shares | activity | ||
held at year end | ||||
Pennpetro | U.K | 20b Wilton Row London | 100% | Dormant |
Greentec UK | SW1X 7NS, UK | |||
Limited | ||||
Pennpetro | Cyprus | 1 Kalymnou, Q | 100% | IP Holding |
Greentec Limited | MERITO, 4th Floor, | (Inactive) | ||
Agios Nikolaos, 6037 | ||||
Larnaca |
Group | Company | |||
31 March | 31 March | 31 March | 31 March | |
2026 | 2025 | 2026 | 2025 | |
$ | $ | $ | $ | |
Amounts owed from Group | - | - | - | 98,325 |
undertakings | ||||
Prepayments | 1,251 | - | 13,976 | - |
Other receivables | 13,976 | - | 1,251 | - |
15,227 | - | 15,227 | 98,325 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
58
Group | Company | |||
2026 | 2025 | 2026 | 2025 | |
$ | $ | $ | $ | |
Cash at bank | 40,433 | 101,852 | 40,433 | 35,122 |
Number of | Share capital | Share capital | |
Issued at 1 pence per share | ordinary shares | £ | $ |
At 1 April 2025 | 112,299,089 | 1,122,991 | 1,431,895 |
As at 31 March 2026 | 112,299,089 | 1,122,991 | 1,431,895 |
Number of | Share premium | Share premium | |
Issued at 1 pence per share | ordinary shares | £ | $ |
At 1 April 2025 | 112,299,089 | 7,310,447 | 9,255,778 |
As at 31 March 2026 | 112,299,089 | 7,310,447 | 9,255,778 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
59
Group | Company | |||
2026 | 2025 | 2026 | 2025 | |
$ | $ | $ | $ | |
Current liabilities | ||||
Corporate borrowings | - | 4,717,031 | - | - |
At 1 | April | Financing | Reclassificati | Repayment | Other-non | Interest | At 31 | |||
2025 | cash flows | on from | cash | March | ||||||
liabilities | changes | 2026 | ||||||||
$ | $ | $ | $ | $ | $ | $ | ||||
Borrowings – Petroquest | 4,669,035 | - | - | - | (4,816,049) | 147,014 | - | |||
Borrowings – Frost Bank | 47,996 | - | - | (47,996) | - | |||||
CLN 1 | - | 330,012 | (157,710) | - | 9,488 | - | 181,790 | |||
CLN 2 | - | 335,052 | (70,935) | - | 9,790 | - | 273,907 | |||
Total | liabilities | from | 4,717,031 | 665,064 | (228,645) | (47,996) | - | 147,014 | 455,697 | |
financing |
18. CONVERTIBLE LOAN NOTES
CLN 1 – RMD Group
On 24 September 2025 the Company issued £250,000 principal amount of CLNs. The notes carry a
fixed interest rate of 6% per annum (payable in arrears) and mature on 25 September 2030. The
noteholder has the option to convert the outstanding principal and accrued unpaid interest (minimum
£1,000) into fully paid ordinary shares at a fixed conversion price of £0.04 per share. Transaction costs
of £5,000 were incurred in respect of the instrument and have been apportioned between the liability and
equity components on initial recognition of the instrument.
CLN 2 – RMD Group
On 24 February 2026 the Company issued a further £250,000 principal amount of CLNs. The notes carry
interest initially at 12% per annum (stepping down to 6% per annum once the “headroom” condition
regarding shareholder authority/share issuance capacity is satisfied) and mature on 24 February 2031.
Conversion terms are otherwise identical to CLN1. Transaction costs of £5,000 were incurred in respect
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
60
Group | Company | |||
31 March | 31 March | 31 March | 31 March | |
2026 | 2025 | 2026 | 2025 | |
$ | $ | $ | $ | |
Trade and other payables | 1,063,302 | 1,656,641 | 1,063,302 | 1,197,848 |
Amounts owed to group undertakings | - | - | - | 34,143 |
Facility provision | 427,157 | 387,106 | 427,157 | 387,106 |
Accrued expenses | 791,933 | 360,208 | 791,933 | 360,208 |
2,282,392 | 2,403,955 | 2,282,392 | 1,979,305 |
CLN 1 | CLN 2 | 31 March | |
2026 | |||
$ | $ | $ | |
At inception | 167,754 | 249,413 | 417,167 |
Interest expense | 15,851 | 18,925 | 34,776 |
Foreign exchange difference | (1,815) | 5,569 | 3,754 |
Total | 181,790 | 273,907 | 455,697 |
Equity | |||
At inception | 157,710 | 70,935 | 228,645 |
Total | 157,710 | 70,935 | 228,645 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
Annual Report & Financial Statements for
the year ended 31 March 2026
61
20. FINANCIAL INSTRUMENTS BY CATEGORY
Group | Company | |||
31 March | 31 March | 31 March | 31 March | |
2026 | 2025 | 2026 | 2025 | |
Financial assets | $ | $ | $ | $ |
Cash and cash equivalents | 40,433 | 101,852 | 40,433 | 35,122 |
Trade and other receivables | 1,251 | - | 1,251 | 98,325 |
41,684 | 101,852 | 41,684 | 133,447 |
Group | Company | |||
31 March | 31 March | 31 March | 31 March | |
2026 | 2025 | 2026 | 2025 | |
Financial liabilities | $ | $ | $ | $ |
Trade and other payables | 2,282,392 | 2,403,955 | 2,282,392 | 1,979,305 |
Convertible loan notes | 419,970 | - | 419,970 | - |
Borrowings | - | 4,717,031 | - | - |
2,702,362 | 7,120,986 | 2,702,362 | 1,979,305 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2026
62
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2026
63
31 March 2026 | |||
Continuing | Discontinued | ||
operations | operations | Total | |
$ | $ | $ | |
Revenue | - | - | - |
Gross profit | - | - | - |
Administrative expenses | (935,570) | (79,235) | (1,014,805) |
Exceptional costs | - | (55,567) | (55,567) |
Operating loss | (935,570) | (134,802) | (1,070,372) |
Finance costs | (212,498) | (2,963) | (215,461) |
Finance income | 20 | - | 20 |
Gain/(loss) on disposal of subsidiaries | - | 5,361,936 | 5,361,936 |
Profit/(Loss) before taxation | (1,148,048) | 5,224,171 | 4,076,123 |
Tax credit | - | - | - |
Profit/(Loss) for the year | (1,148,048) | 5,224,171 | 4,076,123 |
Cash outflows from operating activities | (616,174) | (66,024) | (682,198) |
Cash inflows from investing activities | - | - | - |
Cash inflows from financing activities | 610,322 | - | 658,316 |
31 March 2025 | |||
Continuing | Discontinued | ||
operations | operations | Total | |
$ | $ | $ | |
Revenue | - | 30,067 | 30,067 |
Cost of sales | - | - | - |
Gross profit | - | 30,067 | 30,067 |
Administrative expenses | (941,224) | (343,845) | (1,285,069) |
Impairment of intangible assets | - | (104,142) | (104,142) |
Operating loss | (941,224) | (417,920) | (1,359,144) |
Finance income | - | - | - |
Finance expense | (357,969) | - | (357,969) |
Loss before taxation | (1,299,193) | (417,920) | (1,717,113) |
Tax credit | - | - | - |
Loss for the year | (1,299,193) | (417,920) | (1,717,113) |
Cash outflows from operating activities | (931,705) | 117,036 | (814,669) |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2026
64
Cash inflows from investing activities
-
(104,142)
(104,142)
Cash outflows from financing activities
966,786
47,996
1,014,782
The tables below show the carrying amounts of assets and liabilities of Pennpetro USA Corp at the date
control was lost.
The carrying amounts of assets and liabilities were:
30 March | |
2026 | |
$ | |
Trade and other creditors – Pennpetro USA Corp | 1,100 |
Trade and other creditors – Nobel Petroleum USA Inc. | 296,966 |
Trade and other creditors – Nobel Petroleum USA Inc. | 279,759 |
Total liabilities derecognised | 577,825 |
All assets within the PPP USA Group were impaired prior to 30 March 2026 so the gain on deconsolidation
equalled the carrying amount of the liabilities derecognised, together with the fair value of the retained
interest. The loan forgiveness by Petroquest constituted the consideration received in the transaction.
However, as the forgiven loan was a liability in the subsidiaries being derecognised, the net accounting
effect is a gain equal to the carrying amount of all liabilities derecognised upon loss of control, together
with the fair value of the retained 49% interest, which was assessed as $nil.
The resulting gain on deconsolidation was as follows:
30 March | |
2026 | |
$ | |
Petroquest loan note and accrued interest | 4,816,048 |
Total liabilities derecognised | 577,825 |
Fair value of retained 49% interest | - |
Cumulative foreign currency translation loss reclassified to profit or loss | (31,937) |
Gain on deconsolidation | 5,361,936 |
26. RELATED PARTY TRANSACTIONS
Transactions with Directors
There were no transactions with Directors of the Group, aside from the director fees that were paid
during the year. For key management compensation, see note 9.
Transaction with RMD Group
RMD Holdings Limited is a Canada based company of which Richard Spinks, Chairman of the Company
and Ronald Derrickson, who was appointed Non-Executive Co-Chairman after year end, are directors.
On 24 September 2025 the Company issued £250,000 principal amount of CLNs. The notes carry a
fixed interest rate of 6% per annum and mature on 25 September 2030.
On 24 February 2026 the Company issued a further £250,000 principal amount of CLNs. The notes carry
interest initially at 12% per annum (stepping down to 6% per annum once the “headroom” condition
regarding shareholder authority/share issuance capacity is satisfied) and mature on 24 February 2031.
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2026
65
Related party | Nature of balance | Amount impaired |
Nobel Petroleum USA | Loan receivable | $56,129 |
Pennpetro USA Corp | Loan receivable | $51,774 |
Nobel UK LLC | Loan payable | $34,142 |
PENNPETRO ENERGY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2026
66
