XLON:PPP ESEF Annual Report
PENNPETRO ENERGY PLC (XLON:PPP)
ESEF Annual Report
2026-05-27
For: 2025-03-31
View Original
Added on
September 22, 2026
RNS Number : 5369X
Pennpetro Energy PLC
20 March 2026
10166359 (England and Wales)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 MARCH 2025
CONTENTS
Page
Company Information
2
Chairman's Statement
3
Strategic Report
6
TCFD Disclosures
7
Directors' Report
13
Directors' Information
17
Statement of Directors' Responsibilities
18
Corporate Governance Report
19
Directors' Remuneration Report
24
Audit Committee Report
27
Independent Auditor's Report
29
Consolidated Statement of Comprehensive Income
34
Consolidated Statement of Financial Position
35
Company Statement of Financial Position
36
Consolidated Statements of Changes in Equity
37
Company Statements of Changes in Equity
38
Consolidated Statements of Cash Flows
39
Company Statements of Cash Flows
40
Notes to the Financial Statements
41
COMPANY INFORMATION
Directors
Olof Nils Rapp (Senior Non-Executive Director)
Mavriky Kalugin (Chief Executive Officer) (appointed 16 October 2025)
Richard Spinks (Executive Chairman) (appointed 29 October 2025)
Sergiy Lesyk (Non-Executive Director) (appointed 27 January 2026)
Secretary
MSP Corporate Services Limited
Registered Office
Eastcastle House,
27-28 Eastcastle Street
London, W1W 8DH
Legal Advisors
UK Legal Advisers
US Legal Advisers
DMH Stallard LLP
Walne Law, PLLC
6 New Street Square
4900 Woodway
New Fetter Lane, London
Houston, Texas
EC4A 3BF
TX 77056
Porter Hedges LLP
1000 Main Street, 36th Fl.
Houston, Texas
TX 77002
Corporate broker
Oak Securities Ltd
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
Communications
Capital Market
Communications Limited
40 Strand
London
WC2N 5RW
Registered Number
10166359
Chairman's Statement
The period under review has been one of profound transition for Pennpetro Energy plc,
marked by significant operational, financial and governance challenges, which since
October 2025, after the period of these accounts have been dramatically improved and
overhauled to support the Company's stated goal of returning to trading on the exchange by
a new and experienced board. The delays in producing the audited accounts were created
by legacy management clearly pursuing an agenda at odds with the successful
reorganisation of and improvement of the Company's prospects, whereby the goal
appeared to be one of maintaining control by a number of means, including, delaying the
return of over 50% those who should have held shares with the associated voting capacity,
whilst simultaneously maintaining directorships and control over access to financial and
other documentation, long after their resignation and departure from the Company. This
despite the clear requirement that at the point of standing down as director/s of Pennpetro
Energy Plc, they should have immediately resigned directorships at all group companies
and subsidiaries. Something they deliberately did not do, in my personal opinion.
These difficulties were compounded by a sustained and coordinated campaign by certain
former directors and management and supported by associated shareholders and
other individuals who, in particular between the departure date of the former CEO, right up
until the General Meeting held on the 23/12/2025 at which time a significant improvement
in this situation was noticed, sought to undermine through false narratives the Company, at
every possible opportunity.
This delayed progress, bringing the Company to an operational and commercial standstill,
incurring the Company in otherwise unnecessary costs and putting shareholder
investments at significant risk of a total loss. Had the new directors not taken so seriously
the situations created by these actions and persisted in their efforts to return the Company
to good governance and worked with outside backer, RMD Group, closely and openly, this
report would not have been published.
This board have constantly stated that it was critical that all shareholders who have in the
past been disenfranchised be made whole in their lent share positions was a critical and
necessary step to return the business to trading. These individuals tried every possible
approach to maximise disruption and to thwart the Company's efforts to stabilise
operations, return shares to rightful owners from historical arrangements, perform this final
outstanding audit 2024/25 and ultimately, prepare the Company for its expected return to
trading. Whilst in a severely weakened form the final remnants of this activity persists to
this day, the board will fully end this in the near future, the Company will succeed going
forward.
Following the recent changes in leadership, the Board has constantly reviewed
and identified deficiencies in prior management oversight and governance, beginning at the
listing date of the business on the exchange and continuing until the departure of Thomas
Evans and associates in 2024. Ironically, they sought to use projection, social media, to
create a false narrative that what they themselves had perpetrated somehow was created
post-departure, by others.
In the most difficult stages of the turnaround of PPP, the Company was forced to consider
administration on more than one occasion, had no choice but to impair certain US assets,
and seek short-term funding arrangements to avoid imminent delisting and liquidation.
The departure of the former CEO of Pennpetro Energy Plc, in 2024 should have been the
end of the concerns for the Company, yet if anything the subsequent obstruction in
accessing key financial and banking information orchestrated by at least this
individual, post-departure and likely involving certain remaining personnel at the Company
connected with the US subsidiaries, materially delayed the Company's ability to restore
compliance, file complete audited accounts and secure funding to take the Company
forward, whilst, resulting in the continuation of the already lengthy, ongoing suspension of
trading.
The current Board, now in its third composition since this current suspension began, has
worked tirelessly with auditors, legal advisers and regulators to rectify historic issues,
strengthen internal controls, and rebuild corporate governance frameworks. This process
has been both time-consuming and costly, particularly given the financial position at PPP
that was inherited.
Nonetheless, the Company secured interim funding via, thus far, two Convertible Loan
Notes from Canadian RMD Group, enabling the settlement of long-dated legacy creditor
balances and providing working capital during this transition; as well as providing legal
support for the Company as the new directors unravelled the
complex circumstances being actively obfuscated by legacy directors and other employees
and online assets, to create a situation where their past actions may not be discovered by
the Company, as it would not exist to do so.
What for most companies would have been business as usual, was for PPP
a significant milestone, achieved in November 2025 with the holding of the Annual General
Meeting and the publication of the 2023/24 accounts prior to that.
A complete revamp of how the Company communicates with existing and potential
shareholders, stakeholders and partners has followed.
The audited 2024/25 accounts presented here bring the Company up to date with its
statutory reporting obligations in regard to overdue, audited, accounts filings, and ending
the cycle of missed account filings, impaired accounts and audits caused by
mismanagement in the past.
In conjunction with the release of the upcoming 2025/26 Interim Report, in short order from
today, the Company will have been brought fully into compliance, upon publication and
filing, removing the reasons for the suspension of the Company from the exchange.
From an accounting perspective, this clears the path to apply for re-admission to trading on
the London Stock Exchange, which the Board intends to request immediately. There can be
no guarantee that this request will be met with a positive response and immediate return to
trading.
For the record, it is not the intention of this board to delay the return of the Company to
trading on the exchange until after the RTO announced in Q4:2025, this is still an active
situation, but will not be allowed, nor used, to delay an orderly return to trading of the
Company.
The Board has prioritised governance reform, implemented strengthened compliance
structures and appointed experienced professionals, including, most recently, Mr. Sergiy
Lesyk as an Independent Non-Executive Director for Corporate Governance and
Compliance, and Advisory with advanced discussions regarding the appointment of a
quality Sponsor in anticipation, following re-admission of increased M & A activity at the
Company in the coming months.
We believe these steps demonstrate a decisive shift toward robust oversight and
disciplined management and that our shareholders are already feeling the benefits of the
same.
A key focus for the board is a swift resolution of all issues surrounding historically lent
shares. Back in 2023, Thomas Evans, the CEO responsible for creating this unacceptable
situation, promised, in writing to those who he had convinced to lend shares, that the
lenders of the same would have their shares returned to them within 4-6 weeks. This
situation was dramatically improved by the current board when shareholders voted at the
General Meeting (23/12/25) to authorise the issuance of sufficient new shares to return to
their rightful owners those owed by the Company; a turnaround from 90% votes against
(July '25) to 53% in favour (December '25). This will be resolved by the current board and all
who should be able vote will have that opportunity, again.
Encouraged by the wind change seen at the December 2025 General Meeting, from
shareholders, the board is advancing the necessary processes to regularise outstanding
matters and ensure that shares are issued where clear legal entitlement is demonstrated.
Shareholders are being kept informed throughout this process.
Transparency has been returned with clear visibility now attained. The situation regarding
the impaired US assets is such that the impairments cannot be justifiably lifted by the
board at this time, and it is not the view of the directors that this is likely to happen in the
near future, if at all.
This board prefers to focus its available funding, time and resources in the best interest of
all shareholders on strong, high value and properly documented and managed assets.
While 2025 was an exceptionally challenging year, the foundations for recovery have now
been firmly established. This current Board believes that the Company is well positioned to
move forward with strengthened governance, renewed strategic focus, real, tangible and
well due diligence assets and relationships, with the objective of returning to cash-
generative operations.
Importantly, the Company has dramatically improved, and this board will continue
to provide clarity, transparency and communication to and with all
shareholders existing and new alike.
Richard Spinks
Executive Chairman
20 March 2026
Strategic Report
The Directors present their strategic report on the group for the year ended 31 March 2025.
Principal Activities
The principal activity and purpose of the Group is to focus on developing strategic
traditional and transition energy 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.
Pennpetro USA Corp., holds 100% of the US operational subsidiary Nobel Petroleum USA,
Inc. ("Nobel USA"), an independent oil and gas production company based in the City of
Gonzales, Gonzales County, Texas, USA. Nobel USA's core area of business is in the Austin
Chalk and Eagleford Shale oil and gas horizontal formations together with the lower oil and
gas reservoir, the Buda Formation in South Texas, United States.
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 a Convertible Loan Note, 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 re-admission to trading and advancing plans to secure longer term
financing and operational development to deliver sustainable shareholder value.
Financial Performance Review
The loss of the Group for the year ended 31 March 2025 amounts to $1,717,113 (year ended
31 March 2024: loss of $8,897,048).
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
2025
$
2024
$
Net cash flows from operating activities
(814,669)
(763,259)
Cash and short-term investments
101,852
6,266
Participation in well drilling programmes are monitored on an individual project basis in ter
ms 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 consisted of four male Directors, the Board supports diversity in the bo
ardroom.
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.
A number of objectives have been set by the Board to address these principles and the Chi
ef Executive
Officer is responsible for demonstrating to the Board that these principles are adhered to in
its US Oil and Gas operation.
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, pro
cedures and means are being monitored, refined and optimised as necessary.
The objectives of the Environmental, Health, Safety and Social Responsibility Policy includ
e:
• 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 excellen
ce.
• The minimisation of environmental risks and liabilities are integral parts of the Group's o
perations.
• 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. The reason for this is that there was only limited
activity from its US based operating subsidiary during the current and prior period.
During the year to 31 March 2025, the Group closely monitored the limited drilling,
completion and production operations of its 5H well 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 11.
Climate related risks and opportunities are reviewed each six months.
Strategy
The principal focus of environmental risk is around potential flaring gas related issues but
is highly cognisant as to the impact of climate change issues prevailing within the
petroleum industry.
The Company's operational activity is situated in Texas, where weather patterns can
influence activities. The county of Gonzales where activities are located can be impacted
by windstorms and especially hurricanes during certain months of the year. This can lead
to flooding of operational sites as has happened to the Company in the past resulting in
severe flooding to drilling operations, resulting in additional expenditures for water
recovery.
The Board has considered the resilience of the Company's strategy under difference
climate-related scenarios, including a scenario consistent with limiting global warming
to 2°C or below. Given the Company's current limited operational footprint, direct
transition risk exposure is presently modest. However, the Board recognises that longer-
term regulatory changes, carbon pricing mechanisms, and shifts in energy demand could
affect the sector.
Risk Management
The Board of Directors is responsible for identifying and assessing climate related risks.
Although there's currently no formal process for this, the Board is considering developing
one as the Group's activities are expected to increase in the coming years.
As current onsite operations are limited at present, there have not been significant physical
environmental risks identified. The Board works with the operator at its sites to ensure
measures are in place to mitigate the impact of climate-related risks such as flooding or
storm damage.
The Directors also monitor the activities of the Texas petroleum authority - the Texas
Railroad Commission - regarding obligations and regulatory matters with operational
requirements on both a State and Federal perspective such that the Company can be pro-
active in complying with new requirements.
Metrics and Targets
The Group has limited operational and administrative activity at present and hence the
Directors are in the process of developing climate related metrics and targets appropriate
to the current extent of operations. The Group performs regular checks of air quality
operational equipment and analyses the results against local township vectors.
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. The Group did not generate any Scope 2
emissions during the year, as it did not consume purchased energy in its operations.
Section 172 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 wha
t 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 environme
nt.
The Company is quoted on the London Stock Exchange, and its members will be fully
aware, through detailed announcements, shareholder meetings and financial
communications, of the Board's broad and specific intentions and the rationale for its
decisions. The application of the s172 requirements are 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
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.
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 are 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 business conduct.
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 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 within the Group and externally with its partners. The Group is
committed to being a responsible entity in terms of the community and the wider
environment. As an oil and gas production Company operating in Texas, the Board takes
seriously its ethical responsibilities to the communities and environment in which it works.
We abide by the local and relevant UK laws on anti-corruption & bribery. The Company,
recognizing the global impact of environmental concerns, initiated due diligence to expand
its experiences and core competencies in the fossil energy sector to specific green energy
initiatives. These initiatives were secured with US intellectual property filings and are being
expanded internationally.
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.
Market risk
The Group operates in an international market for hydrocarbons and is exposed to risk arisi
ng from variations in the demand for and price of the hydrocarbons. Oil and gas 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 oil 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 re
gulations 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 environ
mental
legislation once implemented will not oblige the Group to incur significant expenses and un
dertake significant investments. The Group identifies, assesses and prioritises
environmental risks on an ongoing basis, as part of its management system.
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.
If required, the Board will take appropriate mitigating actions, including deferral of
discretionary expenditure, renegotiation of payment terms, and prioritisation of essential
costs.
Oil and gas exploration and production risks
Whilst Nobel Petroleum USA, Inc., a Group subsidiary, took over the operatorship during
2019 with the formal approval of the regulator, the Texas Railroad Commission, and is the
Working Interest owner, the previous operator is still engaged under sub-contracting terms.
This allows the Group to fully integrate its operational teams in Houston.
Although it does not engage in exploration activities, per se, it might engage in some limited
exploration activity if it was in an area offsetting producing assets and the Company
decided such activity was worthwhile on a minimised risk basis to enhance its lease
profile. There are significant risks and hazards inherent in the exploration and production of
oil and gas, including environmental hazards, industrial incidents, labour disputes,
fire, drought, flooding and other acts of God. The occurrence of any of these hazards can
delay or interrupt production and increase production costs. The Group operates a
management system that embodies Environmental, Health, Safety and Social
Responsibility principles in order to mitigate these hazards.
There is no guarantee that oil and/or gas will be discovered in any of the Group's existing or
future licenses/permitted acreage or that commercial quantities of oil and/or gas can be
recovered.
Licences and title
The leases in which the Group has or is seeking to have an interest will be subject to
termination after the primary term of such leases unless there is current production of oil
and/or gas in commercial quantities. If a lease is not extended after the primary term, the
Group may lose the opportunity to develop and discover any hydrocarbon resources on
that lease area. The Group would then not be able to continue to access or benefit from
these leased assets, which could result in a loss of future economic benefits. The Directors
have concluded that the uncertainties and conditions giving rise to the impairment
recognised in the year ended 31 March 2024 remain unchanged.
This report was approved by the Board on 20 March 2026 and signed on its behalf:
Richard Spinks
Executive Chairman
Directors' Report
The Directors present their Annual Report and the audited Financial Statements for the yea
r ended 31 March 2025.
The new UK Listing Rules, which came into force on 29 July 2024, replaced the former
standard and premium listing segments of the London Stock Exchange Main Market with a
single segment.
The Company's ordinary shares are listed on the London Stock Exchange in the Equity
Shares (Transition) category of the Official List, in accordance with the new UK Listing
Rules.
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 2025 was one Executive Director, Executive
Chairman and one Non-Executive Director. During the year, on 16 December 2024, Thomas
Evans resigned from his position in the Company as Chief Executive Officer. Post year end,
on 16 October 2025, Mavriky Kalugin was appointed as an Executive Director of the
Company. On 29 October 2025, Richard Spinks was appointed as an 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 two 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 state
ments, together with their beneficial interests in the ordinary shares of the Company, are
shown below.
31 March 2025
31 March 2024
Ordinary shares
(number)
Share
options
(number)
Ordinary
shares
(number)
Share
options
(number)
Olof Rapp
2,500,000
-
2,500,000
-
Thomas Evans (resigned 16
December 2024) (1)
500,000
-
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)
-
-
-
-
Mavriky Kalugin (appointed 16
October 2025)
-
-
-
-
Richard Spinks (appointed 29
October 2025)
-
-
-
-
(1) Thomas Martin Evans shares are held by FHF Securities (A'Asia) Limited. FHF
assisted the Company in contributing 4,500,000 shares to the April 2023 placement. The
4,500,000 shares are under agreement with the Company to be replaced through the
mechanism of a new prospectus.
The Directors who held office at 31 March 2025 are summarised as follows:
Name of Director
Position
Stephen Lunn
Executive Chairman (resigned 7 November 2025)
Thomas Evans
Executive Director (resigned 16 December 2024)
David Lenigas
Executive Chairman (resigned 31 October 2024)
Robert Menzel
Executive Director (appointed 21 January 2025)
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 ret
ention of a high-quality Board and senior executive team.
The Directors' remuneration and policies for appointment or replacement of directors are d
isclosed in the Directors' Remuneration Report.
Dividends
The Directors do not recommend the payment of a dividend (2024: $Nil).
Share capital and major shareholdings
The issued share capital of the Company as at 31 March 2025 comprised 112,299,089
Ordinary shares of 1p (2024: 100,299,089).
The Company has only one class of share capital formed of ordinary shares. All shares for
ming part of the ordinary share capital have the same rights and each carry one vote.
As at 27 February 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
Pennpetro Energy Plc
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
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 minimum income from oil sales in the year to 31 March 2025, even
along with reducing expenditure for the financial year 2026, 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 28 January 2026. Further details are set out in Note 29.
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.
Events after the Reporting Period
Corporate Undertaking
Petroquest Energy Limited issued a Corporate Undertaking on 25 August 2025, within
which the majority of the Petroquest loan note would be written off and its security over
assets held in Nobel Petroleum LLC be released. The balance of the loan will be converted
into a 50% stake in Pennpetro USA Corp. This process has not yet been finalised as of the
date of approval of these financial statements.
Heads of Terms agreement Limnytskyi Oil Field
The Company announced that it signed a Heads of Terms Agreement to acquire a new
asset in the Lymnytskyi Oil Field in conjunction with RMD Holdings Ltd.
Details of proceeds raised after the reporting period are detailed in note 29.
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 will be proposed for reappointment in accordance
with section 485 of the Companies Act 2006. Crowe U.K. LLP has signified its willingness to
continue in office as auditor.
This report was approved by the board on 20 March 2026 and signed on its behalf:
Richard Spinks
Executive Chairman
As at the date of this report, the following directors held office in the Company:
Olof Nils Anders Rapp, Senior Non-Executive Director
Olof Rapp has vast international experience in the aerospace and automotive sector and h
as 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 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, 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 accounting, having started his career at Price
Waterhouse in 1994, and graduating from the London School of Economics.
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 preparin
g 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 20 March 2026 and signed on its behalf:
Richard Spinks
Executive Chairman
20 March 2026
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 Co
de") 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 vol
untarily complies with, subject to the exceptions listed below, the supporting
principles and provisions set out in the Code.
The Company is small with a modest resource base. 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.
Principle 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 2025, 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.
Principle 2: Division of Responsibilities
The Group has a schedule of matters reserved for its own decision and two committees
comprised of 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 3 meetings. Attendance was as follows:
Director
Meetings Attended
Meetings Eligible
David Lenigas
1
1
Thomas Evans
2
2
Olof Rapp
3
3
Stephen Lunn
3
3
Robert Menzel
0
0
Principle 3: Composition, Succession and Evaluation
During the year, the Board comprised of one Executive Director, one Executive Chairman
and one Non-Executive Director. All Directors are subject to annual re-election at the
following Annual General Meeting.
The Board has established an Audit Committee and a Remuneration Committee, however,
each currently comprises one member. The Code recommends that a small company
Audit Committee and Remuneration Committee should have at least two members. Given
the current size and scale of the Company's operations, the Board considers the present
structure appropriate. Committee composition will be reviewed as the Company
develops.
The Board has significant experience in the oil and gas sector 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 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.
Principle 4: Audit, Risk and Internal Control
The Audit Committee currently comprises one member, Olof Rapp. The Code recommends
that a small company Audit Committee should have at least two members. Given the
current size and scale of the Company's operations, the Board considers the present
structure appropriate. 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.
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.
Principle 5: Remuneration
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:
• given the size of the Board and the Company's current limited operational status, certain
provisions of the Corporate Governance Code (in particular the provisions relating to the
composition of the Board and the division of responsibilities between the Chairman and
chief
executive and executive compensation), are not being complied with by the Company as th
e Board does not consider these provisions to be appropriate for the Company;
• 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 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 nomin
ations 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 e
ffectively 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 sc
ale 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;
• 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 Company will not seek Shareholder approval at a general meeting in respect of any
further
acquisitions it may make, unless it is required to do so for the purposes of facilitating the fi
nancing arrangements or for other legal or regulatory reasons.
• the Board does not comply with the provision that the Audit Committee and
Remuneration Committee should comprise of at least two members.
• 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.
The Board of Directors
As at 31 March 2025, the Board of Directors comprised three members: one Executive
Director, one Executive Chairman and one Non-Executive Director. The Executive Chairman
and Executive Director have a wealth of experience analytically covering the oil and gas
industry. Similarly, the Non-Executive Director has extensive corporate and financial
experience. Since the year end, the Executive Chairman resigned and was replaced with a
new Executive Chairman. A new Chief Executive Officer was appointed since the year
end, both of whom have significant experience covering the oil and gas industry.
The Company has a policy of appraising Board performance annually and had 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 on a monthly basis 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. 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. 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.
Richard Spinks
Executive Chairman
20 March 2026
Directors' Remuneration Report
The Company's Remuneration Committee comprises one Non-
Executive Director, Olof Rapp.
The Company's Remuneration Committee operates within the terms of reference approved
by the Board. In the year to 31 March 2025, 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 Director;
• The Remuneration Committee's role is advisory in nature and it makes
recommendations to the Board on the overall remuneration package for the Executive
Director 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 ot
her
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 mann
er
as to facilitate the recruitment, retention and motivation of suitably qualified personnel; an
d
• 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 $421,367 were payable to Directors who held office during the year en
ded 31 March 2025 (2024: $226,222).
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
Stephen Lunn
89,292
-
-
-
-
89,292
Robert Menzel
63,142
-
-
-
-
63,142
417,939
-
-
-
3,428
421,367
Salary
$
Valuation of
options
$
Taxable
benefits
$
Other
receipts
received
$
Pension
benefits
$
2024
Total
$
Olof Rapp
37,704
-
-
-
-
37,704
David Lenigas
150,814
-
-
-
-
150,814
Thomas Evans
37,704
-
-
-
-
37,704
226,222
-
-
-
-
226,222
The Directors' remuneration is disclosed in full in the above table and is not linked to perfor
mance.
All current Directors' service contracts are kept available for inspection at the Company's r
egistered 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 Dire
ctors.
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.
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
20 March 2026
Audit Committee Report
The Audit Committee comprised two Directors, Olof Rapp (Chair of the Audit Committee)
and Thomas Evans, until Thomas's retirement from the Company on 16 December 2024.
The Audit Committee oversees the Company's financial reporting and internal controls and
provides a formal reporting link with the external auditors. The ultimate responsibility for
reviewing and approving the annual report and accounts and the half-yearly report remains
with the Board.
Main Responsibilities
The Audit Committee acts as a preparatory body for discharging the Board's
responsibilities in a wide range of financial matters, with terms of reference including:
• monitoring the integrity of the financial statements and formal announcements relating
to the Company's financial performance;
• reviewing significant financial reporting issues, accounting policies and disclosures in
financial reports, which are considered to be in accordance with the key audit matters
identified by the external auditors;
• overseeing that an effective system of internal control and risk management systems
are maintained;
• ensuring that an effective whistle-blowing, anti-
fraud and bribery procedures are in place;
• overseeing the Board's relationship with the external auditor and, where appropriate,
the selection of new external auditors;
• approving non-audit services provided by accounting firms; and
• ensuring compliance with legal requirements, accounting standards and the Listing
Rules and the Disclosure and Transparency Rules.
Governance
The Code requires that at least one member of the Audit Committee has recent and
relevant
financial experience. Both directors have served in financial executive and managing direct
or roles. As a result, the Board is satisfied that the Audit Committee has recent and
relevant financial experience.
Members of the Audit Committee are appointed by the Board and whilst shareholders, the
Company believes they are considered to be independent in both character and
judgement.
The Company's external auditor, Crowe U.K. LLP, did not provide any non-audit services in
the period.
The Audit Committee believes that the Company does not require an internal audit functio
n due to the current size of the organisation and its operations.
Meetings
In the year to 31 March 2025 the two members of the Audit Committee have met once. The
key work to be undertaken by the Audit Committee is as follows;
• interview of external auditors and recommendation to the Board;
• review of audit planning and update on relevant accounting developments;
• consideration and approval of the risk management framework, appropriateness of key
performance indicators;
• consideration and review of full-year results;
• review of the effectiveness of the Audit Committee; and
• review of internal controls.
The Code states that the Audit Committee should have primary responsibility for making a
recommendation on the appointment, reappointment or removal of the external auditor.
External auditor
The Audit Committee appointed Crowe U.K. LLP as auditors to the Company, commencing
with the first audit for the year ended 31 December 2018. The external auditor has
unrestricted access to the Audit Committee Chairman. The Committee is satisfied that
Crowe U.K. LLP has adequate policies and safeguards in place to ensure that auditor
objectivity and independence are maintained.
The external auditors report to the Audit Committee annually on their independence from
the Company. In accordance with professional standards, the partner responsible for the
audit is changed every five years. The current auditor, Crowe U.K. LLP were first appointed
by the Company in 2019 following a tender process and therefore a new
partner was rotated onto the engagement for the March 2024 audit. Having assessed the
performance objectivity and independence of the auditors, the Committee will be
recommending the reappointment of Crowe U.K. LLP as auditors to the Company at the
2025 Annual General Meeting.
Olof Rapp
Non-Executive Director
20 March 2026
Independent auditor's report to the members of Pennpetro Energy Plc
Disclaimer of opinion
We were engaged to audit the financial statements of Pennpetro Energy plc (the "Parent
Company") and its subsidiaries (the "Group") for the year ended 31 March 2025 which
comprise the Consolidated Statement of Comprehensive Income, the Consolidated and
Parent Company Statements of Financial Position, the Consolidated and Parent Company
Statements of Changes in Equity, the Consolidated and Parent Company Statements and
of Cash Flows and notes to the financial statements, including a summary of material
accounting policies. The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and UK-adopted international
accounting standards.
We do not express an opinion on the accompanying Group and Parent Company financial
statements. Because of the significance of the matters described in the basis for
disclaimer of opinion section of our report, we have not been able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion on these financial
statements.
Basis for disclaimer of opinion
The disclaimer of opinion arises as a result of the following matters:
1. Severe limitations over the evidence available for the audit of the Group entities,
including for the main operating subsidiaries which are incorporated in the United States of
America. Due to the death of the individual acting as Company Secretary and financial
controller in April 2024 and changes to the board there was a significant loss of financial
information during the year ended 31 December 2024 which the company has been unable
to reinstate.
We were unable to obtain sufficient appropriate audit evidence over the following balances
and transactions in the prior year, and as such do not have appropriate evidence over the
opening balances to which these relate:
· A share lending transaction involving some previous directors. The value of this
transaction was $425,617.
· The other gains/losses of $423,563 and legal expenditure of $299,436 included in the
financial statements. These amounts represent expenditure for which there is no
supporting information.
· Receipt of part of the proceeds, £180,000, from the issue of 5.8 million shares in the
Group.
· Certain decommissioning liabilities, currently included in the financial statements at
$50,000.
2. In addition to the matters in connection with the opening balances, we have not been
able to perform a review of management override of controls through the conduct of
journal entry testing for some subsidiaries in the Group. This has occurred due to the
absence of complete general ledgers which also agree to the individual trial balances as of
the year end. We were not provided general ledgers for the subsidiary
companies Pennpetro USA Corp, Nobel Petroleum LLC, Pennpetro Greentec Limited,
Pennpetro Greentec UK Limited and Pennpetro Green Energy Limited. We are therefore
unable to determine the completeness of the trial balance for these entities for purposes of
inclusion in the consolidation.
3. We were unable to obtain sufficient, appropriate audit evidence over the following
transactions and balances in the current financial year relating to the subsidiary company
Nobel Petroleum USA Inc:
· Cash at bank of $66,382
· Supporting documentation for the sample of journal transactions selected
As a result of these matters which together we consider material and pervasive, we were
unable to determine whether any adjustments might have been found in the financial
statement line items and the elements making up the Consolidated Statement of
Comprehensive Income, the Consolidated and Parent Company Statements of Financial
Position, the Consolidated Statement of Changes in Equity and the Consolidated and
Parent Company Statements of Cash Flows.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is
considered material if it could reasonably be expected to change the economic decisions
of a user of the financial statements. We used the concept of materiality to both focus our
testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the financial
statements as a whole to be $50,000 which represents 3% of the loss before taxation
(2024: $250,000, based on 3% of loss before tax). Materiality for the parent company
financial statements as a whole was set at $26,000 which represents 3% of the loss before
taxation (2024: $80,000, based on 3% of loss before tax).
We use a different level of materiality ('performance materiality') to determine the extent of
our testing for the audit of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to the entity risk and our
evaluation of the specific risk of each audit area having regard to the internal control
environment. Performance materiality was set at 60% of materiality for the financial
statements as a whole, which equates to $30,000 (2024 $150,000) and $15,600 (2024:
$48,000) for the Parent Company.
We agreed with the Audit Committee to report to it all identified errors in excess of $2,500
(2024: $12,500). Errors below that threshold would also be reported to it if, in our opinion
as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
The Company and Group finance function is based in the United Kingdom, and audit
procedures were carried out thereon from our office, with discussions with management as
required and information being requested from the US where appropriate. All procedures
were performed by the group audit team.
We assessed the Parent Company to be a significant component, on which we carried out
a full scope audit. The subsidiary entities were assessed to comprise a second component,
on which we carried out specific audit procedures.
Given the limited activity during the year, we did not consider that a visit to the Group's US
locations was required.
Key Audit Matters
In accordance with ISA (UK) 705, we have described below the matters that we have
determined to be key audit matters. Our responsibility is to address these matters in the
context of our audit of the financial statements as a whole and to form our opinion
thereon. However, because we do not express an opinion on the financial statements due
to the matters described in the Basis for Disclaimer of Opinion section, we do not provide
an opinion or any level of assurance on the financial statements as a whole, including the
matters described below.
Key audit matter
How the scope of our audit addressed the key
audit matter
Adequacy of accounting records
The Group has experienced significant
challenges in compiling the accounting
records for the year ended 31 March
2024, partly as a result of the individual
acting as Company Secretary and
financial controller passing away in April
2024. As a result, certain opening
balances include amounts without
adequate supporting information.
• We requested from management
supporting detail to the accounting records,
including breakdowns, contracts, invoices
and other documentation.
• We held discussions with the Directors
and the Group's outsourced accountants, to
obtain an understanding of accounting
transactions, and the extent of audit evidence
available.
Opinions on other matters prescribed by the Companies Act 2006
Due to the significance of the matters described in the basis for disclaimer of opinion
section of our report, we have been unable to form an opinion, whether based on the work
undertaken in the course of the audit:
• the information given in the strategic report and directors' report for the financial year for
which the financial statements are prepared is consistent with the financial statements;
and
• the strategic report and the directors' report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the
knowledge and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit performed subject to the pervasive
limitation described above, we have not identified material misstatements in the strategic
report or the directors' report.
Arising from the limitation of our work referred to above:
• we have not obtained all the information and explanations that we considered necessary
for the purpose of our audit; and
• we were unable to determine whether adequate accounting records have been kept or
whether the financial statements are in agreement with the accounting records and
returns.
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• returns adequate for our audit have not been received from branches not visited by us; or
• certain disclosures of directors' remuneration specified by law are not made;
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the
Group's and Parent Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or company or to cease
operations, or have no realistic alternative but to do so.
Auditors responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit on the Group and Parent Company financial
statements in accordance with applicable law and International Standards on Auditing
(UK) and to issue an auditor's report. However, because of the matters described in the
basis for disclaimer of opinion section of our report, we were not able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion on these financial
statements. We are independent of the Group and Parent Company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRCs Ethical Standards applicable to public interest entities, and we have
fulfilled our other responsibilities in accordance with these requirements.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
We design procedures in line with our responsibilities, set out above, to detect material
misstatements in respect of irregularities, including fraud. Owing to the inherent limitations
of an audit, there is an unavoidable risk that material misstatements in the financial
statements may not be detected, even though the audit is properly planned and performed
in accordance with the ISAs (UK). We are unable to determine whether the audit was
capable in its ability to detect irregularities, including fraud, on the basis that we were
unable to obtain sufficient appropriate audit evidence due to the matters described in the
basis for disclaimer of opinion section of our report.
Other matters which we are required to address
We were first appointed by the Board on 25 March 2019 to audit the financial statements
for the period ending 31 December 2018. Our total uninterrupted period of engagement is
seven years, covering the periods ending 31 December 2018 to 31 March 2025.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the
Group or the Parent Company and we remain independent of the Group and the Parent
Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the Parent Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken
so that we might state to the Parent Company's members those matters we are required to
state to them in an auditor's report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Parent
Company and the Parent Company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
John Glasby
Senior Statutory Auditor
For and on behalf of Crowe U.K. LLP
Statutory Auditor
London
Date:
Note
Year ended | Year ended | ||
31 March 2025 | 31 March 2024 | ||
$ | $ | ||
Continuing Operations | |||
Revenue | 5 | ||
Cost of Sales | ( | ||
Gross Profit | |||
Administrative expenses | 7 | ( | ( |
Other losses | 7 | ( | |
Impairments | 14 | ( | ( |
Operating Loss | ( | ( | |
Finance costs | 10 | ( | ( |
Loss before Tax | ( | ( | |
Income tax | 11 | ||
Loss for the year attributable to owners of the parent | ( | ( |
Year ended | Year ended | ||
Note | 31 March 2025 | 31 March 2024 | |
$ | $ | ||
Other Comprehensive Income: | |||
Items that may be reclassified subsequently | |||
to profit or loss | |||
Currency translation differences | ( | ( | |
Other Comprehensive Loss for the Year | ( | ( | |
Total Comprehensive Loss for the Year | ( | ( | |
attributable to the owners of the parent | |||
Loss per share attributable to the owners of the parent during the year | |||
Basic (cents per share) | 12 | ( | ( |
Diluted (cents per share) | ( | ( |
The notes on pages 41 to 65 form part of these financial statements.
Note | 31 March | 31 March | |
2025 | 2024 | ||
$ | $ | ||
ASSETS | |||
Current Assets | |||
Trade and other receivables | 16 | ||
Cash and cash equivalents | 18 | ||
Total Current Assets | |||
TOTAL ASSETS | |||
EQUITY AND LIABILITIES | |||
Equity Attributable to Owners of Parent | |||
Share capital | 19 | ||
Share premium | 19 | ||
Convertible reserve | |||
Reorganisation reserve | ( | ( | |
Foreign exchange reserve | ( | ( | |
Retained losses | ( | ( | |
Total Equity | ( | ( |
Note | 31 March | 31 March | |
2025 | 2024 | ||
$ | $ | ||
Current Liabilities | |||
Trade and other payables | 21 | ||
Borrowings | 20 | ||
Total Current Liabilities | |||
TOTAL EQUITY AND LIABILITIES |
These financial statements were approved by the Board of Directors on 20 March 2026
and signed on its behalf by:
Richard Spinks
Chairman
Company registration number: 10166359
The notes on pages 41 to 65 form part of these financial statements.
Note
31 March
2025
$
31 March
2024
$
ASSETS
Current Assets
Trade and other receivables
16
98,325
14,240
Cash and cash equivalents
18
35,122
41
Total Current Assets
133,447
14,281
TOTAL ASSETS
133,447
14,281
EQUITY AND LIABILITIES
Equity Attributable to Shareholders
Share capital
19
1,431,895
1,277,639
Share premium
19
9,255,778
8,443,248
Convertible reserve
4,172,846
4,172,846
Foreign exchange reserve
(268,138)
(214,671)
Retained losses
(16,438,239)
(15,459,199)
Total Equity
(1,845,858)
(1,780,137)
Current Liabilities
Trade and other payables
21
1,979,305
1,794,418
Total Current Liabilities
1,979,305
1,794,418
TOTAL EQUITY AND LIABILITIES
133,447
14,281
The Company has elected to take the exemption under Section 408 of the Companies
Act 2006 from presenting the parent company Statement of Comprehensive Income.
The loss for the parent company for the period was $979,040 (2024: $12,052,736).
These financial statements were approved by the Board of Directors on 20 March 2026
and were signed on its behalf by:
Richard Spinks
Executive Chairman
Company registration number: 10166359
The notes on pages 41 to 65 form part of these financial statements.
Group
Share Capital Share | Convertible | Reorganization Reserve Foreign | Retained | Total Equity | |||
Premium | Reserve | Losses | |||||
Exchange | |||||||
Reserve | |||||||
| $ | $ | $ | $ | $ | $ | $ | |
Balance at 31 March 2023 | ( | ( | |||||
Loss for the period | ( | ( | |||||
Foreign currency | ( | ( | |||||
translation differences | |||||||
Total comprehensive income for the period | ( | ( | ( | ||||
Share issue (note 19) | |||||||
Cost of share issue (note 19) | ( | ( | |||||
Balance at 31 March 2024 | ( | ( | ( | ( | |||
Loss for the period | ( | ( | |||||
Foreign currency | ( | ( | |||||
translation differences | |||||||
Total comprehensive income for the period | ( | ( | ( | ||||
Share issue (note 19) |
Share Capital | Share | Convertible | Reorganization Reserve Foreign | Retained | Total Equity | ||
Group | Premium | Reserve | Exchange | Losses | |||
Reserve | |||||||
$ | $ | $ | $ | $ | $ | $ | |
Cost of share issue (note 19) | ( | ( | |||||
Balance at 31 March 2025 | ( | ( | ( | ( |
Company
Share Capital
Share
Premium
Convertible
Reserve
Foreign
Exchange
Reserve
Retained
Losses
Total Equity
$
$
$
$
$
$
Balance at 31 March 2023
1,079,101
6,610,719
4,172,846
(334,293)
(3,406,463)
8,121,910
Loss for the period
-
-
-
-
(12,052,736)
(12,052,736)
Foreign currency translation differences
-
-
-
119,622
-
119,622
Total comprehensive income for the
period
119,622
(12,052,736)
(11,933,114)
Company
Share Capital
Share
Premium
Convertible
Reserve
Foreign
Exchange
Reserve
Retained
Losses
Total Equity
$
$
$
$
$
$
Share issue (note 19)
198,538
2,053,847
-
-
-
2,252,385
Cost of share issue (note 19)
-
(221,318)
-
-
-
(221,318)
Balance at 31 March 2024
1,277,639
8,443,248
4,172,846
(214,671)
(15,459,199)
(1,780,137)
Loss for the period
-
-
-
-
(979,040)
(979,040)
Foreign currency translation differences
-
-
-
(53,467)
-
(53,467)
Total comprehensive income for the
period
(53,467)
(979,040)
(1,032,507)
Share issue (note 19)
154,256
849,224
-
-
-
1,003,480
Cost of share issue (note 19)
-
(36,694)
-
-
-
(36,694)
Balance at 31 March 2025
1,431,895
9,255,778
4,172,846
(268,138)
(16,438,239)
(1,845,858)
The notes on pages 41 to 65 form part of these financial statements.
The notes on pages 41 to 65 form part of these financial statements.
Year ended | Year ended | |
31 March 2025 | 31 March 2024 | |
$ | $ | |
Cash Flows from Operating Activities | ||
Loss before tax | ( | ( |
Foreign exchange | ( | ( |
Finance costs | ||
Impairment charge | ||
( | ( | |
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 | ( | ( |
| Decrease / (increase) of short-term investments | ||
Net Cash generated from / (used in) | ( | ( |
Investing Activities | ||
Cash Flows from Financing Activities |
Year ended | Year ended | |
31 March 2025 | 31 March 2024 | |
$ | $ | |
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 Increase / (Decrease) 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 |
The notes on pages 41 to 65 form part of these financial statements.
Period end
31 March 2025
$
Period end
31 March 2024
$
Cash Flows from Operating Activities
Loss before tax
(979,040)
(12,052,736)
Finance costs
38,343
-
Impairment of investment
-
6,535,308
Impairment of intercompany loan balance
-
4,408,041
Impairment of short-term investments
-
50,699
Unrealised foreign exchange
(53,467)
25,063
(994,164)
(1,033,625)
Changes to working capital
Increase in trade and other receivables
(84,084)
(1,464,730)
Increase in trade and other payables
146,543
435,807
62,459
(1,028,923)
Net cash used in Operating Activities
(931,705)
(2,062,548)
Cash Flows from Investing Activities
Decrease of short-term investments
-
31,525
Net Cash generated from / (used in)
Investing Activities
-
31,525
Cash Flows from Financing Activities
Proceeds from issue of ordinary shares
1,003,480
2,252,385
Transaction costs on issue of ordinary shares
(36,694)
(221,318)
Net Cash generated from Financing Activities
966,786
2,031,067
Net movement in Cash and Cash Equivalents
35,081
44
Cash and cash equivalents at the beginning of
the year
41
-
Effect of exchange rates on cash balances
-
(3)
Cash and Cash Equivalents at the End of the
Year
35,122
41
The notes on pages 41 to 65 form part of these financial statements.
Pennpetro Energy plc | UK registered company |
Pennpetro USA Corp | US registered company |
Nobel Petroleum USA Inc | US registered company |
Nobel Petroleum LLC | US registered company |
Pennpetro Greentec Limited | Cyprus registered company |
Pennpetro Greentec UK Limited | UK registered company |
Pennpetro Green Energy Limited | UK registered company |
The material accounting policies applied in the preparation of these consolidated financial
statements are set out below.
These policies have been consistently applied to all the years presented, unless
otherwise stated.
2.4 New standards, amendments and interpretations adopted by the Group and Company |
The International Accounting Standards Board has issued standards and |
interpretations effective for the first time for the financial period beginning 1 April 2024 for entities applying UK adopted International Accounting Standards. The Directors consider |
their adoption has not had any significant impact on the disclosures or on the amounts |
reported in these financial statements: |
The Directors have considered IFRS and amendments that are in issue but not yet in effect |
for the accounting period. They have assessed that none of these are expected to have a significant impact on the amounts reported in future periods or to disclosures. |
The convertible reserve represents the principal value of a mandatory convertible note
issued by Pennpetro Petroleum plc to Nobel Petroleum Ireland Limited in part
consideration for the acquisition of Nobel Petroleum UK under an agreement dated 17 May
2017. The convertible loan note was issued by Pennpetro to Nobel Ireland in the Reverse
merger of Nobel UK. This may be converted into 19 million ordinary shares if certain
conditions are met, at a fixed subscription price of 25 pence. The loan note was partially
exercised in March 2022 for issue of 5,833,333 shares.
The foreign exchange reserve represents effects of currency translation in the year.
Commodity and currency risk
As the Group's potential earnings will be derived from the sale of oil, the Group's future
revenues and cash flows will be impacted by changes in the prices and available market of
this commodity. Any substantial decline in the price of oil or in transport or distribution
costs may have a material adverse effect on the Group. Commodity prices fluctuate and
are affected by a number of factors including current and expected future supply and
demand, production cost levels in major oil producing centres, as well as macroeconomic
conditions such as inflation and interest rates.
Furthermore, the capital raises of the Company are denominated in Great British Pounds
whereas the Groups assets and liabilities are primarily held in United States Dollars.
Consequently, material changes in the Pound Sterling exchange rate may impact the
Group's ability to raise sufficient funds for operations in Texas. Exchange rates are
impacted by numerous factors beyond the control of the Group, including inflation, interest
rates, and general economic outlook. Notes 16 and 21 detail the impact of adverse and
favourable movements in exchange rates that may impact the Group.
The Directors are confident that they have put in place a strong management team capable
of dealing with the above issues as they arise.
Credit risk
The Group's principal financial assets are cash and cash equivalents, other receivables
and short-term investments.
Credit risk represents the risk of loss the Group would incur if third party operators and
counterparties fail to fulfil their credit obligations. The risk is concentrated between a
relatively small group of operators given the small number of parties involved in oil and gas
exploration and production activities. The Group seeks to mitigate this risk where possible
by assessing the credit quality of the participants and by establishing ongoing and long-
term relationships.
The initial credit risk on cash and cash equivalents and short-term investments is limited
because it is the Group's policy to invest with banks that firstly offer the greatest degree of
security in the view of the Group and, secondly the most competitive interest rates. The
credit risk for short term investments and cash and cash equivalents is considered
negligible since the counterparties are reputable banks.
Other receivables include amounts due from parties that have been involved in the
Gonzales Project since its inception and continue to have an interest in the Group in their
capacity as shareholders in Pennpetro or as lenders to the Group. Other receivables are
therefore initially considered low credit risk.
Other receivables are considered in default if the entity or party has not settled its payment
obligation by the due date set out in the underlying contracts and agreements.
A loss allowance is recognised for expected credit losses on all financial assets held at the
balance sheet date. Given risk mitigation steps undertaken by the Directors, no provision
has been made for losses.
The maximum exposure due to credit risk for the Group on financial assets during the
year was
$391,103 (2024: $336,589). All amounts are expected to be received in full and on time.
Liquidity risk
Cash flow forecasting is performed in the operating entities of the Group and aggregated by
Group Finance. Group Finance monitors rolling forecasts of the Group's liquidity
requirements to ensure it has sufficient cash to meet operational needs, while seeking to
maintain sufficient headroom on its undrawn committed borrowing facilities (note 20) at all
times, so that the Group does not breach borrowing limits or covenants (where applicable)
on any of its borrowing facilities. Such forecasting takes into consideration the Group's
debt financing plans, covenant compliance, compliance with internal Statement of
Financial Position ratio targets, and, if applicable, external regulatory or legal requirements
(for example, currency restrictions).
The table below analyses the Group's non-derivative financial liabilities into relevant
maturity groupings, based on the remaining period at the Statement of Financial Position to
the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows.
Group | Less than | Between 1 and Between 2 and | |
2 years | 3 years | ||
1 year | |||
$ | $ | ||
At 31 March 2025 | $ | ||
Borrowings (undiscounted) | 4,717,031 | - | - |
Trade and other payables | 2,403,955 | - | - |
At 31 March 2024 | |||
Borrowings (undiscounted) | 4,604,181 | - | - |
Trade and other payables | 2,129,116 | - | - |
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
4.1.Use of estimates and judgements
The preparation of Financial Statements in conformity with IFRSs requires management to
make judgements, estimates and assumptions that affect the application of policies and
reported amounts of assets and liabilities, income and expenses. The estimates and associ
ated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the rev
ision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future periods. In particular,
information about significant areas of estimation uncertainty and critical judgements in
applying accounting policies that have the most significant effect on the amount
recognised in the financial statements are described below.
4.2.Critical accounting judgements
• Recoverability of non-producing mineral leases and capitalised drilling costs
& equipment
Management tests annually whether non-producing mineral leases have future economic
value in accordance with the accounting policies. This assessment takes into consideratio
n the likely commerciality of the asset, the future revenues and costs pertaining and the
discount rates to be applied for the purposes of deriving a recoverable value. In the event
that a lease does not represent an economic drilling target and results indicate that there is
no additional upside, the mineral lease and drilling costs will be impaired.
The Directors
have reviewed the estimated value of the licences and have concluded that no adjustment
to the previously impaired assets should be made. The primary terms of the leases have
expired but did not require renewal whilst there was production from the permitted area.
Production over the permitted area stopped in April 2024 and has not yet recommenced.
• Impairment of investments, and amounts due from subsidiaries
The Directors have assessed at year end whether there is any indication that the carrying
value of the Company's investment in its subsidiaries has been impaired, and whether the
amounts due from its subsidiaries are not recoverable. This assessment included
consideration of the value of the underlying assets held by the subsidiaries, being the
mineral leases, proven oil and gas reserves and Net Revenue Interests. Based on this
review, the directors have concluded that the assumptions, estimates, and judgements
applied in the previous accounting period remain appropriate, and accordingly there has
been no change to the impairment conclusions recognised in the previous accounting
period.
4.3 Critical accounting estimates
• Estimated impairment of producing properties and capitalised drilling costs
& equipment
At 31 March 2025, petroleum mineral leases and capitalised drilling costs & equipment on
petroleum properties have a total carrying value of $Nil (2024: $Nil), (notes 12 and
13). Management tests annually whether the assets have future economic
value in accordance with the accounting policies and has previously placed reliance on the
Competent Persons Report ("CPR") prepared in December 2017 for the City of Gonzales
Lease Area, which is now considered to be out of date.
As detailed in section 4.2, the Whistling Straits Development Area mineral leases have
expired and therefore no drilling or production can take place from this area at present.
Existing development expenditure incurred thus has no value in use and so the carrying
value of these properties is now $Nil.
The Directors are investigating the potential for new lease agreements to be reached and as
such, reinstate the historic value of the properties. However, there is no firm agreement as
at the date of this report and as such, no reinstatement of value can yet be made.
5. REVENUE FROM CONTRACTS WITH CUSTOMERS
Set out below, is the reconciliation of the revenue from contracts with customers with
the amounts disclosed in the segment information (note 6):
Year ended 31 March 2025 | |||
Oil Sales | Other | ||
Total | |||
$ | $ | $ | |
Segments | |||
Type of goods or service | |||
Sale of Oil | 30,067 | - | 30,067 |
Others * | - | - | - |
Total revenue from contracts with customers | 30,067 | - | 30,067 |
Year ended 31 March 2024 | Oil Sales | Other | |
Total | |||
$ | $ | $ | |
Segments | |||
Type of goods or service | |||
Sale of Oil | 486,721 | - | 486,721 |
Others * | - | 6,284 | 6,284 |
Total revenue from contracts with customers | 486,721 | 6,284 | 493,005 |
*rent of office space
Intra-segment | ||||
USA | UK | balances | Total | |
$ | $ | $ | $ | |
Revenue | 30,067 | - | - | 30,067 |
Operating loss | (738,073) | (979,040) | - | (1,717,113) |
Capital expenditure | - | - | - | - |
Total assets | 66,730 | 133,447 | (98,325) | 101,852 |
Total liabilities | 5,043,356 | 1,979,305 | 98,325 | 7,120,986 |
Intra-segment | |||
USA | UK | balances | Total |
$ | $ | $ | $ |
Revenue | 486,721 | 6,284 | - | 493,005 | ||
Operating loss | (3,204,844) | (12,002,239) | 6,439,191 | (8,767,892) | ||
Capital expenditure | 1,337,392 | - | - | 1,337,392 | ||
Total assets | 299,866 | 14,281 | - | 314,147 | ||
Total liabilities | 4,680,647 | 1,794,418 | - | 6,475,065 | ||
The amounts provided to the Board of Directors with respect to total assets are measured
in a manner consistent with that of the financial statements. These assets are allocated
based on the operations of the segment and physical location of the asset.
Reportable segments' assets are reconciled to total assets as follows:
31 March 2025 | 31 March 2024 | |
$ | $ | |
Segmental assets for reportable segments | 101,852 | 314,147 |
Total assets per Statement of Financial Position | 101,852 | 314,147 |
7. EXPENSES BY NATURE
Year ended | Year ended 31 |
31 March 2025 | March 2024 |
Group
$ | $ | |
Legal, professional and compliance costs | 493,793 | 842,948 |
Foreign exchange loss / (gain) | 946 | (18,809) |
Wages and salaries | 435,627 | 226,222 |
Other costs | 354,703 | 541,789 |
Total administrative expenses | 1,285,069 | 1,592,150 |
Unknown expenditure | - | 423,563 |
Total other losses | - | 423,563 |
8. AUDITOR REMUNERATION
Services provided by the Company's auditor and its associates
During the period, the Group (including its overseas subsidiaries) obtained the following
services from the Company's auditor:
Period ended 31 March 2025 Period ended 31 March 2024 | |
$ | $ |
Fees payable to the Company's auditor for the audit
of the parent company and consolidated financial
Statements | 76,536 | 69,123 |
9. STAFF COSTS
Group and Company
2025 | 2024 | |
$ | $ | |
Wages and salaries | 417,939 | 226,222 |
Social security costs | 14,260 | - |
Pension contributions | 3,428 | - |
435,627 | 226,222 |
Directors' Emoluments
2025
$
2024
$
Olof Rapp
Emoluments
57,402
37,704
Thomas Evans
Emoluments
123,840
37,704
David Lenigas
Emoluments
84,263
150,814
Stephen Lunn
Emoluments
89,292
-
Robert Menzel
Emoluments
63,142
-
417,939
226,222
The Group does not employ any full-time employees at its US subsidiaries. Instead, the
Group uses specialist service providers to fulfil its well drilling and land management
requirements.
The average monthly number of staff, including the Directors, during the financial year was
as follows:
2025 | 2024 | |
Directors | 3 | 4 |
10. FINANCE COSTS
2025 | 2024 | |
$ | $ | |
357,969 | 260,285 | |
Interest expense | 357,969 | 260,285 |
11. INCOME TAX
The tax charge for the year is $Nil (2024: $Nil). Factors affecting the tax charge for the
period are explained below:
2025 | 2024 | |
$ | $ | |
Loss for the year before taxation | (1,717,113) | (8,897,048) |
UK Loss before tax multiplied by the UK tax | (429,278) | (2,224,262) |
rate 25% (2024: 25%) | ||
Tax effect of: | ||
Fixed asset differences | - | 1,777,112 |
Expenses not deductible for tax purposes | 117,253 | 121,205 |
Difference in overseas tax rate | (2,295) | - |
Movement in deferred tax not recognised | 314,320 | - |
Unutilised tax losses carried forward | - | 325,945 |
- | - |
2025 | 2024 | |
Group: | ||
Loss attributable to equity holders of the parent ($) | 1,717,113 | 8,897,048 |
Weighted average number of shares (number) | 107,863,473 | 98,600,728 |
Loss per share (cents) | (1.59) | (9.02) |
Petroleum | |||
Group | (Mineral | Office | |
Leases) | equipment | Total | |
$ | $ | ||
$ | |||
Cost | |||
At 31 March 2023 | 1,484,931 | 11,699 | 1,496,630 |
At 31 March 2024 | 1,484,931 | 11,699 | 1,496,630 |
At 31 March 2025 | 1,484,931 | 11,699 | 1,496,630 |
Accumulated Depreciation and | |||
Impairment | |||
At 31 March 2023 | - | 11,699 | 11,699 |
Impairment | 1,484,931 | - | 1,484,931 |
At 31 March 2024 | 1,484,931 | 11,699 | 1,496,630 |
At 31 March 2025 | 1,484,931 | 11,699 | 1,496,630 |
Net Book Amount | |||
At 31 March 2024 | - | - | - |
At 31 March 2025 | - | - | - |
Impairment review
- | - |
Impairment | 5,571,282 | 5,571,282 |
At 31 March 2024 | 5,571,282 | 5,571,282 |
Impairment | 104,142 | 104,142 |
At 31 March 2025 | 5,675,424 | 5,675,424 |
Net Book Amount | ||
At 31 March 2024 | - | - |
At 31 March 2025 | - | - |
Drilling costs represents acquired exploration and evaluation assets with an undetermined
useful life and are tested annually for impairment. Drilling costs are capitalised on a well-
by-well basis if the results indicate the existence of a commercially viable level of reserves.
At 31 March 2025, the Company held, through its US based subsidiary entities, 100% in the
leasehold petroleum interests centered on the City of Gonzales, southwest Texas.
Impairment review - Intangible assets
The Directors have undertaken a review to assess whether circumstances exist which
could indicate the existence of impairment, considering the following indicators:
• There is uncertainty over the title and enforceability of mineral leases.
• A decision has been taken by the Board to discontinue exploration due to the absence
of a commercial level of reserves.
• Sufficient data exists to indicate that the costs incurred will not be fully recovered from
future development and participation.
2025 | 2024 | |
$ | $ | |
Shares in group undertakings | ||
At 1 April | - | 6,440,980 |
Foreign exchange movements | - | 94,328 |
Impairments | - | (6,535,308) |
At 31 March | - | - |
Pennpetro USA Corp | |||
Registered Office: | 8 The Green Ste A, Dover, Delaware | ||
19901, | USA | ||
Nature of business: | Oil and Gas | ||
Class of share: | Ordinary shares | ||
% of equity shares held | 100% | ||
by Company: | |||
Nobel Petroleum USA Inc. | ||
Registered Office: | 198 | West 13th Street, |
Wilmington, Delaware | ||
19801, | USA | |
Nature of business: | Oil and Gas | |
Class of share: | Ordinary shares | |
% of equity shares held | 100% via Pennpetro USA Corp | |
by Company: | ||
Nobel Petroleum LLC | ||
Registered Office: | 3867 | Plaza Tower DR Baton Rouge, Louisiana |
70816-4378, USA | ||
Nature of business: | Oil and Gas | |
Class of share: | Ordinary shares | |
% of equity shares held | 100% via Pennpetro USA Corp | |
by Company: | ||
Pennpetro Greentec UK Limited | ||
Registered Office: | 20b Wilton Row London SW1X | |
7NS, UK | ||
Nature of business: | Dormant | |
Class of share: | Ordinary shares (£100) | |
% of equity shares held | 100% | |
by Company: | ||
Pennpetro Green Energy Limited | ||
Registered Office: | 20bWilton Row, London SW1X |
7NS, UK | |
Nature of business: | Dormant |
Class of share: | Ordinary shares (£100) |
% of equity shares held | 100% |
by Company: | |
Pennpetro Greentec Limited | |
Registered Office: | 1 Kalymnou, Q MERITO, 4th Floor, Agios |
Nikolaos, 6037 Larnaca, Cyprus | |
Nature of business: | IP Holding |
Class of share: | Ordinary shares (€1,000) |
% of equity shares held | 100% |
by Company: |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
$ | $ | $ | $ | |
Amounts owed from group undertakings | - | - | 98,325 | - |
Other receivables | - | 307,881 | - | 14,240 |
- | 307,881 | 98,325 | 14,240 |
2025 | 2024 | |
$ | $ | |
UK Pound Sterling | - | 14,240 |
US Dollar | - | 293,641 |
- | 307,881 |
Group | Company | ||
2025 | 2024 | 2025 | 2024 |
$ | $ | $ | $ |
Short-term investments | - | - | - | - |
Historically, cash has been held in a short term investment account by FHF Corporate
Finance Limited on behalf of Pennpetro. As at 31 March 2025, the balance in this account
was $Nil (2024: $50,699). Due to the Company not having beneficial ownership nor control
of this account, the whole amount was impaired in the financial statements for the year
ended 31 March 2024.
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
$ | $ | $ | $ | |
Cash at bank | 101,852 | 6,266 | 35,122 | 41 |
Ordinary shares | Share premium | ||||||
Number of | Value | Value | Value | Value | Total | ||
Group | shares | £ | $ | £ | $ | $ | |
At 1 April 2024 | 100,299,089 | 1,002,991 | 1,277,639 | 6,679,247 | 8,443,248 | 9,720,887 |
Share issue | 12,000,000 | 120,000 | 154,256 | 631,200 | 812,530 | 966,786 |
At 31 March | 112,299,089 | 1,122,991 | 1,431,895 | 7,310,447 | 9,255,778 | 10,687,673 |
2025 |
Group | Company | ||||
2025 | 2024 | 2025 | 2024 | ||
$ | $ | $ | $ | ||
Current liabilities | |||||
Corporate borrowings | 4,717,031 | 4,345,948 | - | - |
As at 31 March 2023, the Group had a $5 million Loan Note arrangement with Petroquest
Energy Limited, with a maturity date of 31 December 2024. At the date of signature of these
financial statements, the whole amount is due for payment. On 20 August 2025,
Petroquest Energy Limited issued a Corporate Undertaking within which the majority of the
Petroquest loan would be written off and its security over assets held in Nobel Petroleum
LLC be released. Further details regarding this agreement are included in Note 29.
The annual interest rate is set at 1% below Barclays Bank base rate. In the year to 31 March
2025, $179,980 was charged in interest and the effective interest charge for the year to 31
March 2025 is $143,106 as shown in finance costs (note 10). The undiscounted balance
drawn against this loan note as at 31 March 2025 was $4,669,035 (2024: $4,604,181). The
borrowing facility is secured against certain petroleum leases owned by the Group which
have now expired, and the value of these leases impaired per note 12. The Directors are in
discussion with Petroquest to agree mutually beneficial terms to resolve the issue. The
discounted present value of the loan as at 31 March 2025 equals the undiscounted value
as the maturity date of 31 December 2024 has already passed.
In addition to the above, on 15 October 2024, the Group entered into a new Loan Note with
Frost Bank for $50,000, with a maturity date of 15 October 2025. This Note is denominated
in US dollars and at the reporting date, the outstanding balance was $47,996. The interest
rate on this Loan Note is the U.S. Prime Rate as quote in the Wall Street Journal U.S. Edition
and is accruing daily. The Loan Note is secured against the assets of Pennpetro USA Corp.
Subsequent to the reporting date of these financial statements, on 30 June 2025, the Frost
Bank Loan Note was settled in full. Upon settlement, the security previously granted was
released.
The movement in total borrowings in the year was as follows. Borrowings are denominated
wholly in US Dollars.
Group | Company | ||||
2025 | 2024 | 2025 | 2024 |
$ | $ | $ | $ | ||
At 1 April | 4,345,949 | 4,018,369 | - | - | |
Interest charge | 179,980 | 211,443 | - | - | |
Adjustment for effective interest | 143,106 | 48,802 | - | - | |
Adjustment for historic | - | 67,335 | - | - | |
Directors balance | |||||
Drawdown of new | 50,000 | - | |||
borrowings | |||||
Repayments | (2,004) | - | |||
At 31 March | 4,717,031 | 4,345,949 | - | - |
The fair value of borrowings approximates to their carrying amount. Borrowings are
denominated in US dollars.
The net debt position (total borrowings less cash on hand) as at 31 March
2025 is $4,615,179 (2024: $4,339,683). Settlement of the Petroquest Loan Note has been
agreed since the year end. Further details regarding the settlement are included in Note 29.
2025 | 2024 | |
$ | $ | |
Opening net Debt | 4,339,683 | 3,971,577 |
Net (increase) / decrease in cash | (95,971) | 38,059 |
Net Proceeds of loans | 47,996 | - |
Interest charged | 323,086 | 260,245 |
Adjustment for historic Directors amount | - | 67,335 |
Foreign exchange movements | 385 | 2,467 |
Closing Net Debt | 4,615,179 | 4,339,683 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
$ | $ | $ | $ | |
Trade and other payables | 1,656,641 | 1,362,468 | 1,197,848 | 994,462 |
Amounts owed to group undertakings | - | - | 34,143 | 33,308 |
Facility provision (1) | 387,106 | 529,508 | 387,106 | 529,508 |
Accrued expenses | 360,208 | 237,140 | 360,208 | 237,140 |
At 31 March 2025 | 2,403,955 | 2,129,116 | 1,979,305 | 1,794,418 |
2025 | 2024 | |
$ | $ | |
UK Pound Sterling | 1,979,307 | 1,794,418 |
US Dollar | 424,648 | 334,698 |
2,403,955 | 2,129,116 |
Group
Company
2025 | 2024 | 2025 | 2024 | |
$ | $ | $ | $ | |
Assets as per | ||||
Statement of Financial Position | ||||
Loans and receivables: | ||||
Trade and other receivables (excluding | ||||
prepayments) | - | 307,881 | 98,325 | 14,240 |
Short-term investments | - | - | - | - |
Cash and cash equivalents | 101,852 | 6,266 | 35,122 | 41 |
101,852 | 314,147 | 133,447 | 14,281 | |
Liabilities per Statement | ||||
of Financial Position | ||||
Financial liabilities at amortised cost: | ||||
Borrowings | 4,717,031 | 4,345,949 | - | - |
Trade and other payables | ||||
(excluding non-financial | 2,403,955 | 2,129,116 | 1,979,305 | 1,794,418 |
liabilities) | 7,120,986 | 6,475,065 | 1,979,305 | 1,794,418 |
Transactions with Directors
An amount of £25,000 was previously received from Olof Rapp via Petroquest Energy
Limited. This amount remains outstanding as at 31 March 2025 and is included in the total
loan note owed to Petroquest Energy Limited.
As at 31 March 2025, Stephen Lunn was a Director of the following companies which are
considered as related parties:
• Petroquest Energy Limited: balance of $4,669,035 owed to Petroquest Energy Limited
as at 31 March 2025 (2024: $4,345,949). Total interest charged in the year to 31 March is
$323,086 (2024: $260,347). Further details of these borrowings are detailed in note 20.
Transactions with Group undertakings
During the year ended 31 March 2025, the Company provided funds to its wholly owned
subsidiary Nobel Petroleum USA of $46,000 (2024: $1,013,447).
After the foreign exchange gains of $552 (2024: loss of $55,081), the total amount due from
the Group as at 31 March 2025 was $46,552 (2024: $Nil).
All Group transactions were eliminated on consolidation.
28. ULTIMATE CONTROLLING PARTY
As at 31 March 2025, there was no ultimate controlling party.
29. EVENTS AFTER THE REPORTING PERIOD
On 30 June 2025, the Frost Bank Loan Note was settled in full. Upon settlement, the
security previously granted was released.
On 20 August 2025, Petroquest Energy Limited issued a Corporate Undertaking within
which the majority of the Petroquest loan note would be written off and its security over
assets held in Nobel Petroleum LLC be released. The balance of the loan will be converted
into a 50% stake in Pennpetro USA Corp. This process has not yet been finalised as of the
date of approval of these financial statements.
On 24 September 2025, the Company entered into an unsecured convertible loan note
agreement with RMD Holdings Ltd to provide the Company with £250,000 for working
capital requirements. Interest shall be payable at 6% per annum and will accrue daily.
On 13 October 2025, the Company entered into a Heads of Agreement relating to a
transaction over the Limnytskyi Oil and Gas Exploration License.
On 28 January 2026, the Company entered into a further secured convertible loan note
agreement with RMD Holdings Ltd to provide the Company with an additional £250,000 for
working capital requirements. Interest shall be payable at 12% per annum and will accrue
daily.
This information is provided by RNS, the news service of the London Stock Exchange. RNS
is approved by the Financial Conduct Authority to act as a Primary Information Provider in
the United Kingdom. Terms and conditions relating to the use and distribution of this
information may apply. For further information, please contact [email protected]om or
visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to
analyse how you engage with the information contained in this communication, and to
share such analysis on an anonymised basis with others as part of our commercial
services. For further information about how RNS and the London Stock Exchange use the
personal data you provide us, please see our Privacy Policy.
END